Terms of Use

1. Definitions

In these Terms of Use, the following terms have the meanings set out below:

• "Platform" means the Secondaries.io web application, APIs, and all associated services operated by OverCap UK Limited (trading as Secondaries.io).
• "User" or "Member" means any individual or entity that creates an account on the Platform.
• "Organization" means the institutional entity on whose behalf a User accesses the Platform.
• "Buyer" means a User whose Organization participates as a purchaser of limited partnership interests or fund positions on the secondary market.
• "Seller" means a User whose Organization offers limited partnership interests, fund holdings, or co-investments for sale or liquidity.
• "General Partner" or "GP" means a User whose Organization manages private equity funds and processes LP transfer requests.
• "NAV Lender" means a User whose Organization originates or manages NAV-based credit facilities against private equity fund portfolios.
• "Transaction" means any secondary sale, NAV lending facility, or other financial arrangement coordinated between Users through the Platform.
• "Listing" means any fund position, financing request, or deal opportunity published on the Platform by a User.
• "Secure Room" means a permissioned document sharing space within the Platform governed by access controls and audit logging.
• "Subscription" means a paid access tier providing enhanced Platform features and services.
• "User Content" means any data, documents, fund information, portfolio data, or other materials submitted by Users to the Platform.
• "Confidential Information" means all non-public information exchanged through the Platform, including deal terms, counterparty identities, fund data, and transaction details.

2. Platform Description & Nature of Service

Secondaries.io is a technology platform that provides tools for qualified institutional participants to discover, evaluate, and coordinate LP-led secondary transactions and NAV lending opportunities. The Platform provides deal discovery, communication tools, document sharing via Secure Rooms, portfolio analytics, and transaction workflow management.

3. Regulatory Status & Disclaimers

Not a Broker-Dealer. OverCap UK Limited (trading as Secondaries.io) is not registered as a broker-dealer with the U.S. Securities and Exchange Commission (SEC), FINRA, or any state securities regulator. The Platform does not effect or facilitate the execution of securities transactions.

Not an Investment Adviser. Secondaries.io does not provide investment advice, recommendations, or opinions on the merits of any transaction. Any market data, analytics, or pricing information provided through the Platform is for informational purposes only and does not constitute a recommendation to buy, sell, or hold any security or financial instrument.

Not an Alternative Trading System. The Platform is not an Alternative Trading System (ATS) under SEC Regulation ATS, a Multilateral Trading Facility (MTF) under MiFID II, or an Organised Trading Facility (OTF). The Platform does not match orders, operate a marketplace for securities, or execute trades.

Not a Transfer Agent. Secondaries.io does not process transfers of limited partnership interests. All transfers are executed directly between the parties and the relevant General Partner in accordance with applicable fund documentation.

UK Regulatory Status. OverCap UK Limited is a company registered in England and Wales (Company No. 13731322). It is not authorized or regulated by the Financial Conduct Authority (FCA). The Platform does not carry out regulated activities as defined under the Financial Services and Markets Act 2000 (FSMA).

4. Eligibility & Qualification

The Platform is available exclusively to qualified institutional participants. By creating an account, you represent and warrant that:

1. You are acting on behalf of an institutional entity, not in an individual capacity.
2. Your Organization is a qualified purchaser, accredited investor, or professional investor (as applicable under the laws of your jurisdiction).
3. You have the authority to bind your Organization to these Terms.
4. You and your Organization are not subject to any sanctions, embargoes, or trade restrictions imposed by the United States, European Union, United Nations, or any other applicable authority.

Secondaries.io reserves the right to verify your qualifications, request supporting documentation, and deny or revoke access at its sole discretion.

5. Account Registration & Security

Each User account is associated with a single Organization. Multiple Users may be authorized under one Organization. The authorized representative who accepts these Terms does so on behalf of the Organization.

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify Secondaries.io immediately of any unauthorized access or security breach.

You agree to provide accurate, current, and complete information during registration and to update such information as necessary.

6. Acceptable Use

You agree not to use the Platform to:

1. Engage in market manipulation, wash trading, front-running, or any form of market abuse.
2. Submit false, misleading, or inaccurate fund data, NAV figures, or portfolio information.
3. Use non-public material information obtained through the Platform for trading in any public or private securities.
4. Reverse engineer, decompile, scrape, or harvest data from the Platform.
5. Circumvent Platform access controls, security measures, or fee structures.
6. Use the Platform for money laundering, terrorist financing, sanctions evasion, or any other financial crime.
7. Redistribute, resell, or sublicense access to the Platform or any data obtained through it.

7. Subscriptions, Fees & Payment

Access to the Platform is available through multiple tiers, including free and subscription-based options. Current tier descriptions and features are available upon request. Subscription fees are billed annually or monthly as agreed, with automatic renewal unless cancelled with thirty (30) days written notice prior to the renewal date.

Platform Facilitation Fees.A technology facilitation fee may be assessed upon the successful closing of a Transaction facilitated through the Platform. Fee rates are determined by the User's subscription tier and the nature of the Transaction. Current fee schedules are provided to Users upon account activation and prior to any Transaction.

NAV Lending Fees. Origination fees and ongoing monitoring fees may apply to NAV lending facilities originated through the Platform. Fee rates vary by subscription tier and facility terms. Fee schedules are disclosed prior to facility origination.

Secondaries.io reserves the right to modify fee structures with sixty (60) days written notice. Users may terminate their Subscription without penalty if they do not accept modified fees, provided notice is given within the sixty-day period.

8. User Content & Data

Users retain all ownership rights in their User Content. By submitting User Content to the Platform, you grant Secondaries.io a limited, non-exclusive license to store, display (to authorized counterparties only), process, and index such content solely for the purpose of providing Platform services.

Secondaries.io may use anonymized and aggregated data derived from User Content for the purpose of producing market analytics and benchmarks. No individually identifiable User Content will be disclosed without the User's explicit consent.

You are solely responsible for the accuracy, completeness, and legality of all User Content you submit, including fund data, NAV figures, commitment amounts, and portfolio information.

9. Intellectual Property

All Platform software, design, algorithms, analytics models, aggregated data products, trademarks, and brand elements are the intellectual property of OverCap UK Limited (trading as Secondaries.io). Users may not copy, distribute, modify, or create derivative works from any Platform content without prior written consent.

10. Market Data & Analytics Disclaimer

Any pricing data, NAV benchmarks, transaction comparables, or market intelligence provided through the Platform is offered "as-is" for informational purposes only. Such data does not constitute investment advice, a valuation opinion, or a recommendation. It is not suitable as the sole basis for any investment decision.

Secondaries.io makes no representation regarding the completeness, accuracy, or timeliness of any market data. Users must conduct independent due diligence and consult qualified advisors before making investment decisions.

11. Confidentiality

All Confidential Information accessed through the Platform shall be treated with at least the same degree of care as the receiving party uses for its own confidential information, but not less than reasonable care. Confidential Information may be disclosed only to: (a) authorized employees and advisors on a need-to-know basis, (b) as required by applicable law or regulation, or (c) with prior written consent of the disclosing party.

Confidentiality obligations under these Terms survive termination of the User's account for a period of five (5) years.

12. NDA Framework & Secure Rooms

Access to certain deal materials and counterparty information may require acceptance of a supplemental platform NDA, either through click-through acceptance or electronic signature. NDA terms are supplemental to these Terms.

All Secure Room access is logged and auditable. Users may not download, redistribute, or share Secure Room contents outside the Platform without the explicit consent of the content owner. Secondaries.io maintains a complete audit trail of all document access, including viewer identity and timestamps.

13. Data Protection & Privacy

OverCap UK Limited (trading as Secondaries.io) acts as the data controller for personal data processed through the Platform, in accordance with the EU General Data Protection Regulation (GDPR). Processing is based on contractual necessity (Art. 6(1)(b) GDPR) and legitimate interest (Art. 6(1)(f) GDPR).

Personal data is stored within the European Union (Third Floor, 207 Regent Street, London, W1B 3HH, United Kingdom). Where data is transferred outside the EU/EEA, appropriate safeguards including Standard Contractual Clauses are implemented.

Users retain all data subject rights under GDPR, including rights of access, rectification, erasure, data portability, restriction of processing, and objection. Requests may be submitted to privacy@secondaries.io.

User data is retained for the duration of the account plus seven (7) years following termination, consistent with regulatory retention requirements for financial data. For complete details, refer to our Privacy Policy.

14. Transaction Facilitation Disclaimer

Secondaries.io does not verify or guarantee the accuracy of fund data, NAV figures, commitment sizes, GP consent status, or any other information provided by Users. The Platform does not guarantee that any Transaction will close or that any particular outcome will be achieved.

Users acknowledge that secondary transactions in private equity and NAV lending facilities involve significant risks, including illiquidity, information asymmetry, GP consent requirements, transfer restrictions, and potential loss of capital.

15. Limitation of Liability

To the maximum extent permitted by applicable law, Secondaries.io's total aggregate liability to any User for all claims arising out of or relating to these Terms or the Platform shall not exceed the total fees paid by that User to Secondaries.io in the twelve (12) months preceding the event giving rise to the claim.

In no event shall Secondaries.io be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to: lost profits, lost deals, investment losses, loss of data, business interruption, or reputational harm, whether arising in contract, tort, strict liability, or otherwise.

This limitation does not apply to liability arising from: (a) willful misconduct or gross negligence by Secondaries.io, (b) breach of confidentiality obligations by Secondaries.io, or (c) data breaches caused by Secondaries.io's failure to maintain reasonable security measures. Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under the laws of England and Wales.

16. Indemnification

You agree to indemnify, defend, and hold harmless OverCap UK Limited (trading as Secondaries.io), its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or relating to: (a) your breach of these Terms, (b) your violation of applicable laws or regulations, (c) your User Content, (d) your conduct of any Transaction, or (e) any third-party claims related to your use of the Platform.

17. Disclaimers of Warranties

The Platform is provided "AS IS" and "AS AVAILABLE" without warranties of any kind, whether express, implied, or statutory. Secondaries.io disclaims all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and completeness.

Secondaries.io does not warrant that the Platform will be uninterrupted, error-free, secure, or free of viruses or other harmful components. The Platform does not warrant that any information, data, or analytics provided is suitable for making investment decisions. Users must rely on their own professional judgment and independent professional advice.

18. Anti-Money Laundering & Compliance

Secondaries.io may require identity verification, beneficial ownership disclosure, and source-of-funds documentation as part of its compliance obligations. The Platform reserves the right to delay, restrict, or terminate access if compliance requirements are not satisfied.

Users must not use the Platform to facilitate money laundering, terrorist financing, sanctions evasion, or any other financial crime. Secondaries.io may report suspicious activity to relevant authorities without prior notice to the User, in accordance with the UK Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017, the Proceeds of Crime Act 2002, and other applicable legislation.

19. Sanctions Compliance

By using the Platform, you represent and warrant that neither you nor your Organization is: (a) listed on any sanctions list maintained by the U.S. Office of Foreign Assets Control (OFAC), the European Union, the United Nations, or any other applicable authority; (b) owned or controlled by any sanctioned person or entity; or (c) located in or ordinarily resident in any comprehensively sanctioned jurisdiction.

Secondaries.io screens Users against applicable sanctions lists and reserves the right to immediately terminate accounts where sanctions violations are identified or suspected.

20. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of England and Wales.

Any dispute arising out of or in connection with these Terms shall be resolved through the following tiered process: (a) good-faith negotiation between the parties for a period of thirty (30) days; (b) if unresolved, mediation under the rules of the London Court of International Arbitration (LCIA); (c) if still unresolved, binding arbitration under the LCIA Rules, with the seat of arbitration in London, England. The language of arbitration shall be English.

Each party may only bring claims in its individual or organizational capacity, not as a plaintiff or class member in any purported class or collective proceeding.

21. Service Availability

Secondaries.io targets Platform availability of 99.5% on a monthly basis, excluding scheduled maintenance. Scheduled maintenance windows will be communicated in advance. Secondaries.io shall not be liable for service interruptions caused by force majeure events, including natural disasters, cyberattacks, pandemic, regulatory action, or infrastructure provider failures.

22. Modifications to Terms

Secondaries.io may modify these Terms with thirty (30) days written notice for material changes. Notice will be provided via email to the registered address and through in-platform notification. Continued use of the Platform after the notice period constitutes acceptance of the modified Terms.

For material adverse changes, Users may terminate their account without penalty within the thirty-day notice period. A version history of these Terms is maintained and accessible through the Platform.

23. Term & Termination

These Terms are effective upon account creation and remain in effect until terminated.

Termination by User. You may terminate your account at any time with thirty (30) days written notice. Pre-paid annual subscription fees are refundable on a pro-rata basis only if termination results from a material breach by Secondaries.io.

Termination by Platform.Secondaries.io may terminate a User's account immediately for cause (including breach of these Terms, fraud, sanctions violations, or insolvency), or for convenience with ninety (90) days written notice.

Post-Termination. Upon termination: (a) User Content will be available for export for thirty (30) days; (b) confidentiality obligations survive for five (5) years; (c) accrued payment obligations survive; (d) Secondaries.io may retain anonymized and aggregated data indefinitely.

24. General Provisions

Entire Agreement. These Terms, together with the Privacy Policy and any supplemental NDAs or Data Processing Agreements, constitute the entire agreement between you and Secondaries.io regarding use of the Platform.

Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Assignment. Users may not assign their rights or obligations under these Terms without prior written consent. Secondaries.io may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

No Waiver. Failure by Secondaries.io to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

Relationship. Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship between any User and Secondaries.io.

Notices. All notices under these Terms may be provided electronically to the email address registered with your account.

25. Contact Information

OverCap UK Limited (trading as Secondaries.io)
Company No. 13731322 (England and Wales)
Third Floor, 207 Regent Street, London, W1B 3HH, United Kingdom

General inquiries: info@secondaries.io
Legal & compliance: legal@secondaries.io
Data protection: privacy@secondaries.io