Terms of Service
Last updated: May 2025 | Grand Duchy of Luxembourg
1. Introduction
1.1 Agreement
By checking the corresponding checkbox onthe AlterLegacy platform available at https://alterlegacy.com or any of itssubdomains (the "Platform") when creating an account, you areaccepting these Terms of Service and agreeing to be bound by them and any otherterms displayed on the Platform (collectively, the "Agreement"). TheAgreement is between AlterLegacy Sarl ("we", "our" or"AlterLegacy") and (a) you on your own behalf as an individual, and(b) the entity on whose behalf you are accessing and using the Platform andServices (as defined below), whether as an employee, associated person,independent contractor, agent, or in a similar representative capacity(collectively "you" and "yourself"), and governs youraccess to and use of the Platform and the services and applications offered byAlterLegacy thereon (collectively, the "Services"). AlterLegacyprovides a technology platform through which qualified investors may accessinformation about alternative investment fund vehicles structured underLuxembourg law and managed by Fundequate Management S.a r.l. as registeredalternative investment fund manager.
AlterLegacy reserves the right to changethe Platform, the Services and/or this Agreement at any time, whether as aresult of changes in applicable law, regulation or policy, or otherwise. Eachtime you access or use the Platform or the Services, you should review thethen-current Agreement. Your continued use of the Platform and/or the Servicesconstitutes acceptance of any such changes. Notwithstanding the above, anychanges that have a material adverse effect on the Services shall be notifiedto you at least thirty (30) days in advance.
1.2 Defined Terms
Capitalised terms used herein are definedin Section 12 (Definitions) of these Terms of Service.
2. General Principles And Regulatory Framework
2.1 Nature Of The Platform
AlterLegacy operates a technology platformthat provides qualified investors with access to information about alternativeinvestment fund vehicles structured under Luxembourg law. AlterLegacy is not analternative investment fund manager, investment firm, credit institution, orpayment institution, and does not provide investment advice, portfoliomanagement, or any other regulated financial service. AlterLegacy does not makeinvestment recommendations, and no communication through the Platform should beconstrued as investment advice or a recommendation to invest in any fundvehicle.
2.2 Registered AIFM - Fundequate Management S.a r.l.
Fund vehicles accessible through thePlatform are managed by Fundequate Management S.a r.l. (the"Manager"), a societe a responsabilite limitee incorporated underLuxembourg law, acting as registered alternative investment fund managerpursuant to Article 3(2) of the Luxembourg Law of 12 July 2013 on alternativeinvestment fund managers (the "AIFM Law"). As a registered manageroperating below the thresholds set out in Article 3(2) of the AIFM Law (EUR 100million for leveraged funds; EUR 500 million for unleveraged funds with afive-year lock-up period), the Manager is not subject to the full authorisationand prudential requirements applicable to authorised AIFMs, and fund vehiclesmanaged by the Manager do not benefit from the EU marketing passport. Access tofund vehicles through the Platform is subject to the national private placementrules of the relevant member state and to the applicable investor eligibilityrequirements set out in Section 2.3 below.
2.3 Investor Eligibility
Due to the nature of the fund vehiclesaccessible through the Platform, access is available exclusively to investorswho qualify under applicable Luxembourg and EU law. Depending on the structureof the relevant fund vehicle, eligibility criteria may include qualification asa Well-Informed Investor within the meaning of the Luxembourg Law of 23 July2016 on reserved alternative investment funds or the Luxembourg Law of 13February 2007 on specialised investment funds, or as a Professional Investorwithin the meaning of Annex II to Directive 2014/65/EU (MiFID II) as transposedby the Luxembourg Law of 30 May 2018. AlterLegacy and the Manager rely onrepresentations made by investors in connection with the eligibility assessmentprocess and reserve the right to deny or revoke access to any investor who doesnot satisfy the applicable criteria.
3. User Obligations
3.1 To Act Responsibly
By entering into this Agreement, youundertake to act responsibly and in good faith in your use of the Platform andthe Services.
3.2 Requirements To Use The Services
You represent and warrant that:
- You have the right, power, authority and capacity toenter into this Agreement on your own behalf or on behalf of any entity forwhom you are acting, and to abide by all of its terms. If any aspect of youruse of the Services violates applicable law, you will promptly cease using theServices and close your account;
- You will not use a false name or an email address ownedor controlled by another person in connection with your use of the Services;
- You are solely responsible for maintaining theconfidentiality of your password and account credentials;
- You will update your registration information promptlyso that it remains accurate, correct and complete at all times, including yourcurrent country of residence; and
- During registration, you agree to be bound by anyNon-Disclosure Agreement displayed on the Platform by checking thecorresponding box.
3.3 Requirements Related To Investments
You undertake that:
- You will only invest in a fund vehicle accessiblethrough the Platform after carefully reviewing all relevant offeringdocumentation, including the applicable Private Placement Memorandum orInformation Memorandum, Subscription Agreement, Limited Partnership Agreement,and any disclosure document provided pursuant to Article 23 of the AIFM Law;
- You will use your own independent judgment beforemaking any investment decision;
- You will obtain such professional legal, tax andfinancial advice as is appropriate to protect your interests; and
- You have reviewed and understood the risk disclosuresset out in the offering documentation and are otherwise aware of the risksassociated with alternative investments.
3.4 General Requirements
You undertake not to:
- Violate this Agreement or any applicable law, rule orregulation;
- Trick, defraud, deceive or mislead AlterLegacy,including by disguising your country of residence or using tools that anonymiseyour internet protocol address to circumvent access restrictions;
- Interfere with or disrupt access to the Platform orServices by other users, or interfere with any host or network;
- Disparage, tarnish or otherwise harm AlterLegacy, thePlatform and/or the Services;
- Upload or transmit any malicious code, virus, worm,Trojan horse, spyware, adware, ransomware or other harmful or invasivesoftware;
- Reverse engineer, decompile, disassemble or attempt toderive the source code of any software underlying the Platform or the Services;
- Access or search the Platform or Services by automatedmeans without prior written consent from AlterLegacy;
- Remove, obscure or alter any copyright, trademark, logoor other proprietary rights notice on the Platform or Services;
- Circumvent or interfere with any security feature oraccess restriction of the Platform;
- Make false or fraudulent representations to obtainaccess to the Platform or Services;
- Distribute Sensitive Information without prior writtenauthorisation from AlterLegacy;
- Sell access to the Platform or the Services withoutprior written approval from AlterLegacy;
- Expect or solicit investment advice from AlterLegacy -for the avoidance of doubt, AlterLegacy does not provide investment advice;
- Treat any content, email or other information receivedthrough the Platform as a recommendation by AlterLegacy or any affiliatedperson, unless expressly identified as such;
- Use any content or information acquired through thePlatform for commercial or investment activity outside of the Services withoutprior written approval from AlterLegacy; or
- Market competing services to persons identified throughAlterLegacy.
3.5 AlterLegacy Employees And Affiliates
You understand that employees andaffiliates of AlterLegacy may participate in the Services as investors, andthat AlterLegacy is not responsible for any of their statements or activitiesin that capacity.
3.6 Confidentiality
By registering with AlterLegacy or usingthe Platform, you may be exposed to Sensitive Information. You shall maintainall Sensitive Information in strict confidence and may not distribute,republish or permit any third party to distribute or republish any informationacquired through the Platform, including Sensitive Information. SensitiveInformation may only be used for the purpose of evaluating a specificinvestment opportunity available through the Platform, unless prior writtenapproval has been obtained from AlterLegacy.
3.7 Updates And APIs
This Agreement does not entitle you to anysupport, upgrades, updates, patches or enhancements for the Platform or theServices. AlterLegacy may provide automatic updates at its sole discretion andwithout prior notice. Any APIs made available through the Services are subjectto this Agreement and to any additional API terms published on the Platformfrom time to time.
4. Privacy And Protection Of Personal Data
4.1 Privacy Notice
AlterLegacy values your privacy. Pleasereview our Privacy Notice, available at https://alterlegacy.com/privacy-notice,to understand how we collect, use and process your personal data in connectionwith the Platform and the Services. The Privacy Notice is incorporated intothis Agreement by reference. All personal data is processed in accordance withRegulation (EU) 2016/679 (GDPR) and the Luxembourg Law of 1 August 2018implementing the GDPR.
4.2 Amendments To The Privacy Notice
AlterLegacy may amend the Privacy Notice atany time, effective upon publication of the revised version athttps://alterlegacy.com/privacy-notice or by communicating changes through anywritten or electronic contact method we have established with you. Yourcontinued use of the Platform following publication of any amendmentsconstitutes acceptance of the revised Privacy Notice to the extent permitted byapplicable law.
5. Ownership Of Platform, Services And Content; Investor Assessment
5.1 Intellectual Property
All rights, title and interests in and tothe Platform, the Services and all Content (other than Your Content) are andwill remain the exclusive property of AlterLegacy Sarl and its licensors,protected by copyright, trademark and other applicable laws of the Grand Duchyof Luxembourg, the European Union and other jurisdictions. Nothing in thisAgreement grants you any right to use the AlterLegacy name, logo, trademarks,domain names or other distinctive brand features without the prior writtenconsent of AlterLegacy.
5.2 Investor Eligibility Assessment
In accordance with applicable Luxembourglaw and the requirements of the Manager, AlterLegacy requires all prospectiveinvestors to complete an investor eligibility and appropriateness assessmentprior to accessing any fund vehicle information on the Platform. Thisassessment is conducted by means of an investor questionnaire and is designedto verify that each investor satisfies the applicable eligibility criteria.AlterLegacy and the Manager rely on the accuracy of representations made byinvestors in connection with this process. AlterLegacy may conduct additionalassessments from time to time to comply with changes in applicable law orregulatory requirements.
5.3 Your Content
You retain ownership of all content yousubmit, post or otherwise make available through the Platform ("YourContent"). By submitting Your Content, you grant AlterLegacy a worldwide,irrevocable, transferable, royalty-free licence, during and after the term ofthis Agreement, to transmit, communicate and distribute Your Content to theManager and to the operators of fund vehicles with whom you have or seek toestablish a business relationship, for the purposes of entering intotransactions and for internal operational purposes, including improving thePlatform and Services. You also grant AlterLegacy a worldwide, irrevocable,royalty-free licence to aggregate, analyse and create derivative works fromYour Content on an anonymised and aggregated basis for AlterLegacy's own andits affiliates' business purposes.
6. Reservation Of Rights
6.1 Right To Control Content
Any Content on the Platform, including YourContent, may be removed by AlterLegacy at any time, subject to applicable law,without prior notice to you.
6.2 Right To Refuse Or Terminate Access
AlterLegacy may refuse registration andreserves the right to cancel your account and terminate your access to thePlatform and the Services at any time in its sole discretion and withoutnotice. Where you have invested in a fund vehicle through the Platform,AlterLegacy shall provide all investor information required under applicablelaw via a durable medium. Where you are in breach of this Agreement,AlterLegacy reserves the right to pursue any available remedies at law or inequity.
6.3 Disclosure Of Information
AlterLegacy reserves the right to access,retain and disclose any information as it reasonably believes necessary to: (a)comply with any applicable law, regulation, legal process or governmentalrequest; (b) enforce this Agreement, including investigation of potentialviolations; (c) detect, prevent or address fraud, security incidents ortechnical issues; (d) respond to user support requests; or (e) protect therights, property or safety of AlterLegacy, its users or the public.
7. Scope Of AlterLegacy Obligations
7.1 No Obligation To Introduce
AlterLegacy is not obligated to introduceyou to the Manager, any fund connected to the Platform, or any other personassociated with fund vehicles accessible through the Platform.
7.2 No Recommendations
AlterLegacy does not recommend any fundvehicle or other investment for investment, does not represent that anyinvestment is suitable for any particular investor, and does not guarantee theaccuracy of information provided by the Manager or any other third partythrough the Platform. AlterLegacy does not act as an investment adviser to anyinvestor and no part of the Platform constitutes investment advice.
7.3 Third-Party Content
The Platform may contain content providedby third parties, including the Manager and other market participants. Suchthird parties are solely responsible for the accuracy, completeness andregulatory compliance of their content. AlterLegacy is not responsible for anyerror, inaccuracy or non-compliance in any third-party content.
8. Term And Termination
8.1 Duration
Unless terminated by AlterLegacy, thisAgreement will remain in full force and effect for as long as you access or usethe Platform or any of the Services.
8.2 Termination
You may terminate this Agreement at anytime by requesting account closure by contacting legal@alterlegacy.com.AlterLegacy may terminate this Agreement at any time, in particular if you aresuspected of violating any provision of this Agreement or of applicable law.
8.3 Effect Of Termination
Upon termination of this Agreement for anyreason, you shall immediately destroy and remove from all computers and storagemedia all copies of any intellectual property owned by AlterLegacy or any otheruser of the Services acquired through your use of the Platform. The followingprovisions shall survive termination: Sections 3.4, 3.6, 4, 5.1, 6, 7, 8.3, 9,10 and 11.
9. Disclaimers And Limitations Of Liability
9.1 Willful Misconduct
In case of willful misconduct byAlterLegacy, AlterLegacy shall be liable in accordance with the statutoryprovisions of applicable Luxembourg law.
9.2 Gross Negligence
In case of gross negligence by AlterLegacy,AlterLegacy shall be liable in accordance with the statutory provisions ofapplicable Luxembourg law.
9.3 Ordinary Negligence
In case of ordinary negligence, AlterLegacyshall only be liable for breach of material contractual obligations - beingobligations the breach of which endangers the purpose of this Agreement andupon the fulfilment of which you may reasonably rely - and AlterLegacy'sliability shall in such case be limited to typically foreseeable damages. Thislimitation shall not apply to damages resulting from injury to life, body orhealth.
9.4 Platform Availability
AlterLegacy is not responsible for anytechnical malfunction or other problems affecting any telephone network,internet service, computer system, server or provider, software, or mobiledevice, related to or resulting from use of the Platform or the Services.AlterLegacy makes no warranty that the Platform will be available on anuninterrupted, secure or error-free basis.
9.5 No Warranty
AlterLegacy makes no warranty and disclaimsall responsibility and liability for the completeness, accuracy, availability,timeliness, security or reliability of the Platform, the Services or anyContent thereon. The Platform, the Services and Content are provided on anas-is, as-available basis at your sole risk. No advice or information, whetheroral or written, obtained from AlterLegacy or through the Platform, will createany warranty not expressly stated herein.
10. Indemnification
You will defend, indemnify and holdAlterLegacy and its affiliates, directors, officers, employees and agentsharmless from and against any and all suits, claims, losses, liabilities,damages, judgments, costs and expenses (including reasonable legal fees)arising from: (a) your use of or access to, or inability to use or access, thePlatform, any Content or any Services, save for any loss or damage arising dueto AlterLegacy's own act or omission; (b) your violation of any provision ofthis Agreement; and/or (c) Your Content.
11. Miscellaneous
11.1 Jurisdiction Of Operations
AlterLegacy operates and controls theServices from its registered office in Luxembourg. The information provided onor through the Platform is not intended for distribution to or use by anyperson or entity in any jurisdiction where such distribution or use would becontrary to applicable law or regulation or which would subject AlterLegacy orthe Manager to any registration or authorisation requirement in suchjurisdiction. Persons who choose to access the Platform from locations outsidethe Grand Duchy of Luxembourg do so on their own initiative and at their ownrisk and are solely responsible for compliance with local laws.
11.2 Sanctions
No materials available through the Platformmay be downloaded, exported or re-exported to any country or territory subjectto EU or UN sanctions or embargo measures, or to any person on any applicablesanctions list, including the EU Consolidated List of Persons, Groups andEntities Subject to EU Financial Sanctions and the UN Security CouncilConsolidated List. By accessing the Platform, you represent and warrant thatyou are not located in, under the control of, or a national or resident of anysanctioned territory, and are not designated on any such list.
11.3 Governing Law And Jurisdiction
This Agreement and all aspects of thePlatform and the Services, and all claims or causes of action (whether incontract, tort or otherwise) that may be based upon, arise out of or relate tothis Agreement, the Platform or the Services, shall be governed by andconstrued in accordance with the laws of the Grand Duchy of Luxembourg, withoutregard to its conflict of laws provisions. You hereby consent to the exclusivejurisdiction of and venue in the courts of Luxembourg City (Tribunald'arrondissement de et a Luxembourg), regardless of your location.
11.4 Notices And Formalities
Notices to you may be made via posting tothe Platform, by email to the address associated with your account, or byregular mail. Section headings are for convenience only and shall not affectthe interpretation of this Agreement. Upon AlterLegacy's request, you willprovide any documentation necessary to verify your compliance with thisAgreement. You waive any defences based on the electronic form of thisAgreement and the absence of physical signatures.
11.5 Waiver
The failure of AlterLegacy to require orenforce strict performance of any provision of this Agreement shall not beconstrued as a waiver of AlterLegacy's right to assert or rely upon any suchprovision in that or any other instance.
11.6 Prohibition Of Assignment
You may not assign, transfer or sublicensethis Agreement or any of your rights or obligations hereunder. Any suchattempted assignment, transfer, sublicense or delegation shall be void.AlterLegacy may freely assign, transfer or sublicense any or all of its rightsor obligations under this Agreement.
11.7 Entire Agreement
This Agreement, together with the PrivacyNotice and the Legal Notice, constitutes the entire agreement between you andAlterLegacy with respect to the subject matter hereof and supersedes all priorunderstandings. AlterLegacy may amend or modify this Agreement as set forthherein.
11.8 Severability
If any provision of this Agreement is foundby a competent authority to be invalid or unenforceable, such invalidity orunenforceability shall not render this Agreement invalid or unenforceable as awhole. The relevant provision shall be modified to the minimum extent necessaryto make it valid and enforceable in a manner that best reflects the originalintent of the parties.
11.9 No Third-Party Beneficiaries
This Agreement is solely between you andAlterLegacy. No third party shall have any rights to enforce any provision ofthis Agreement.
11.10 Important Risk Disclosure
AlterLegacy does not make investmentrecommendations and no communication through the Platform or in any othermedium should be construed as a recommendation for any fund vehicle orfinancial product. Investments in alternative fund vehicles are speculative andinvolve a high degree of risk; investors who cannot afford to lose their entireinvestment should not invest. The value of an investment may go down as well asup and investors may not recover the amount originally invested. Pastperformance is not indicative of future results. An investment in a fundvehicle is not the same as a deposit with a credit institution. Fund vehiclesare highly illiquid and investors should be prepared to hold their investmentfor the full term of the fund, which may be ten (10) years or longer. Pleaserefer to the relevant offering documentation for a full description of risks,charges and expenses.
12. Disclosures Regarding The Manager
12.1 Manager - Fundequate Management S.a r.l.
Fund vehicles accessible through thePlatform are managed by:
Name: Fundequate Management S.a r.l.
Registered office: 2, rue Siggy vu Letzebuerg, L-1933Luxembourg, Grand Duchy of Luxembourg
Regulatory status: Registered alternative investmentfund manager pursuant to Article 3(2) of the Luxembourg Law of 12 July 2013 onalternative investment fund managers
Supervisory authority: Commission de Surveillance duSecteur Financier (CSSF), 283, route d'Arlon, L-1150 Luxembourg - www.cssf.lu
12.2 Scope Of Registration
As a registered manager under Article 3(2)of the AIFM Law, Fundequate Management S.a r.l. is subject to the registrationand periodic reporting requirements applicable to sub-threshold managers.Registration with the CSSF does not constitute authorisation and does notconfer the EU marketing passport available to authorised AIFMs under Article 32of the AIFM Law. Fund vehicles managed by Fundequate Management S.a r.l. mayonly be made available to investors in accordance with the applicable nationalprivate placement rules of each relevant member state. Investors areresponsible for ensuring that their participation in any fund vehicle complieswith the laws of their jurisdiction of residence.
12.3 Languages
AlterLegacy communicates with usersprimarily in English and French. Fund documentation may also be made availablein other languages depending on the relevant fund vehicle and jurisdiction.
12.4 Reporting
Investors in fund vehicles managed byFundequate Management S.a r.l. receive periodic reports in accordance with theterms of the applicable fund documentation. AlterLegacy endeavours to makeinvestor reports available through the Platform promptly upon receipt from theManager. Reporting timelines are subject to the timely provision of informationby the relevant fund vehicle and its service providers.
12.5 Conflicts Of Interest
AlterLegacy and Fundequate Management S.ar.l. each maintain conflicts of interest policies in accordance with applicableLuxembourg law. The key principle of those policies is that neither companyshould act under influences, interests or relationships that conflict with theinterests of investors. Any actual or potential conflict of interest isrequired to be disclosed promptly to senior management. A summary of theapplicable conflicts of interest policy is available upon written request tolegal@alterlegacy.com.
13. Definitions
- "Agreement" has the meaning setout in Section 1.1.
- "AIFM Law" means the LuxembourgLaw of 12 July 2013 on alternative investment fund managers, implementingDirective 2011/61/EU (AIFMD), as amended.
- "Content" means any information,text, graphics or other materials uploaded, downloaded or otherwise madeavailable on or through the Platform or the Services.
- "CSSF" means the Commission deSurveillance du Secteur Financier, the Luxembourg financial supervisoryauthority.
- "Manager" means FundequateManagement S.a r.l., acting as registered alternative investment fund managerpursuant to Article 3(2) of the AIFM Law.
- "MiFID II" means Directive2014/65/EU of the European Parliament and of the Council on markets infinancial instruments, as transposed by the Luxembourg Law of 30 May 2018.
- "RAIF Law" means the LuxembourgLaw of 23 July 2016 on reserved alternative investment funds.
- "Sensitive Information" means allconfidential or proprietary information acquired through the Platform that isidentified as sensitive or confidential, or that a reasonable person wouldunderstand to be sensitive or confidential.
- "Services" has the meaning setout in Section 1.1.
- "SIF Law" means the LuxembourgLaw of 13 February 2007 on specialised investment funds.
- "Well-Informed Investor" has themeaning attributed to it in the RAIF Law and the SIF Law respectively.
- "Your Content" has the meaningset out in Section 5.3.
The Platform and the Services are operatedand provided by AlterLegacy Sarl, 2, rue Siggy vu Letzebuerg, L-1933Luxembourg. If you have questions about this Agreement, please contact us at legal@alterlegacy.com.
