Last Updated: 19 December 2025
1. INTRODUCTION AND ACCEPTANCE
1.1. Acceptance of Terms. By creating an account on the CapGain platform available at https://www.capgain.com or any of its subdomains (the "Platform"), checking the corresponding acceptance checkbox, or otherwise accessing or using the Platform, you are accepting these Terms of Service and agreeing to be bound by them and any other terms, policies, and guidelines displayed on the Platform (collectively, the "Agreement").
1.2. Parties. The Agreement is between Arboris Capital Limited ("Arboris", "we", "our", or "us") and (a) you on your own behalf as an individual, and (b) the entity on whose behalf you are accessing and using the Platform and Services (as defined below), whether as an employee, director, officer, partner, agent, trustee, or in any other representative capacity ((a) and (b), collectively "you", "your", or "User"). You represent and warrant that you have the authority to bind any such entity to this Agreement.
1.3. Services. The Agreement governs your access to and use of the Platform and the services, applications, and functionality offered by Arboris thereon (collectively, the "Services"). The Platform enables qualified professional and institutional investors to access information about, and arrange investments in, investment opportunities (the “Opportunities”) including but not limited to collective investment schemes ("Funds") and other financial products managed by third-party asset managers.
1.4. Amendments. Arboris reserves the right to change, modify, or update the Platform, the Services, and/or this Agreement at any time. Any amendments will be effective upon posting to the Platform. Your continued access to or use of the Platform or Services following the posting of any amendments constitutes your acceptance of such amendments. Notwithstanding the foregoing, any amendments that have a material adverse effect on the Services or your rights under this Agreement shall be notified to you at least thirty (30) days in advance by email or notice on the Platform. It is your responsibility to review this Agreement periodically for changes.
1.5. Defined Terms. Capitalised terms used in this Agreement are defined in Section 18 (Definitions).
2. REGULATORY STATUS AND SCOPE OF SERVICES
2.1. Arboris Capital Limited is a company incorporated in the Dubai International Financial Centre ("DIFC") with registered office at Office 103, Gate Village 5, Dubai International Financial Centre, P.O. Box 506656, Dubai, United Arab Emirates and is regulated by the Dubai Financial Services Authority ("DFSA") under licence number F008066. Arboris holds a DFSA licence for Advising on Financial Products, Arranging Credit & Advising on Credit and Arranging Deals in Investments as defined in the DFSA Rulebook.
2.2. Scope of Licence. Arboris is authorised to provide financial services only within the DIFC and only to persons who qualify as Professional Clients or Market Counterparties under the DFSA Conduct of Business Module ("COB"). For the avoidance of doubt, Arboris does not:
2.2.1. make investments on a discretionary basis;
2.2.2. deal as principal or agent on behalf of clients in relation to any transaction;
2.2.3. hold or control client money as defined in the Client Money Module (CMM) of the DFSA Rulebook;
2.2.4. have custody or control of client investments.
2.3. No Retail Clients. Arboris does not provide services to Retail Clients. The Platform and Services are not intended for, and must not be accessed or used by, Retail Clients or retail investors.
2.4. No Investment Advice. Arboris does not provide investment advice within the meaning of DFSA COB Rule 2.3.1, personal recommendations, or portfolio management services. Nothing on the Platform or in any communication from Arboris constitutes a recommendation to invest in any Fund or a representation that any Fund is suitable for you. Arboris does not act as an investment adviser to any User. Any information provided is generic in nature and does not take into account your individual circumstances, investment objectives, financial situation, or particular needs. You should seek independent professional advice before making any investment decision.
2.5. No Advisory Relationship. Your access to the Platform, receipt of information through the Platform, or any communication with Arboris in connection with the Funds does not constitute or create an adviser/client relationship, fiduciary relationship, or any other professional relationship between you and Arboris. No such relationship will exist unless and until a formal written agreement has been executed between the parties.
ELIGIBILITY AND CLIENT CLASSIFICATION
3.1. Professional Client Requirement. The Platform and Services are available exclusively to persons who qualify as Professional Clients or Market Counterparties as defined in COB Rule 2.3, or who meets equivalent professional or institutional investor classification standards under the laws of their own jurisdiction. By accessing the Platform, you represent and warrant that you meet such standards.
3.2. Eligibility Verification. In accordance with COB Chapter 2 and other applicable DFSA requirements, Arboris may require you to complete an investor questionnaire, provide documentation, or undergo a client classification assessment to verify your eligibility to access the Platform and invest in particular Funds. Where Arboris arranges deals in investments, it may also conduct an appropriateness assessment in accordance with COB Rule 3.4.3. Arboris relies on the representations made by Users in this process.
3.3. Ongoing Eligibility. If at any time you cease to qualify as a Professional Client, Market Counterparty, or equivalent professional or institutional investor, you must notify Arboris immediately and cease using the Platform and Services.
3.4. Exit Requirement. If you do not qualify as a professional or institutional investor, you must exit the Platform immediately and must not rely on any information contained herein.
4. FOREIGN FUND STATUS
4.1. Non-DFSA Funds. The Funds presented on the Platform are collective investment schemes domiciled outside the DIFC and managed by third-party asset managers.
4.2. No DFSA Approval. The Funds are Foreign Funds (as defined in the DFSA Rulebook) that are not Domestic Funds and are not regulated, supervised, approved, or registered by the DFSA. The DFSA has no responsibility for reviewing or verifying any prospectus, offering memorandum, or other documents in connection with the Funds. The DFSA has not approved any Fund documentation nor taken any steps to verify the information set out therein, and accordingly the DFSA has not assessed the adequacy or accuracy of any such documentation or information.
4.3. No Local Regulatory Approval. The Funds may not be registered with, approved by, or supervised by the securities regulator, central bank, or other competent authority in your jurisdiction. You are responsible for verifying the regulatory status of any Fund in your own jurisdiction before investing.
4.4. Lack of Regulatory Recourse. As the Funds are Foreign Funds not regulated by the DFSA, you may not have access to certain regulatory protections available under the DFSA Rulebook that apply to Domestic Funds. The Funds may be subject to regulatory oversight in their home jurisdiction, although the nature and extent of such regulation may differ materially from DFSA requirements and may provide different levels of investor protection. While certain DFSA-specific mechanisms such as those under the Collective Investment Rules (CIR) module may not directly apply, investors may pursue complaints and disputes through alternative channels, including the Fund's internal complaint procedures, the regulatory authorities in the Fund's home jurisdiction, and applicable dispute resolution forums. You must review the Fund's offering documents for details on available protections and recourse mechanisms and should seek independent legal advice regarding your rights and remedies in relation to any Fund.
4.5. No Endorsement. The presentation of Funds on the Platform does not constitute any endorsement, recommendation, or approval by Arboris or the DFSA. Arboris does not endorse or make any representation regarding the creditworthiness, financial condition, investment strategy, or future performance of any third-party Fund manager.
5. REVERSE SOLICITATION
5.1. No Marketing Outside DIFC. Arboris does not hold a licence to market, distribute, or promote Financial Products (as defined in the DFSA Rulebook) outside the DIFC, except where permitted under applicable passporting arrangements under the DIFC Investment Law or mutual recognition agreements, or where the access is at the exclusive initiative of the client without any prior solicitation by Arboris (reverse solicitation).
5.2. User Acknowledgments. By accessing Fund information on the Platform, you explicitly confirm, acknowledge, and warrant that:
5.2.1. You are accessing the Platform and requesting information about the Fund(s) at your own exclusive initiative, without any prior direct or indirect solicitation, marketing, promotional activity, or inducement by Arboris, its employees, agents, affiliates, or any person acting on its behalf;
5.2.2. No active marketing, solicitation, or inducement has been conducted by Arboris or its affiliates within your jurisdiction of residence to prompt this inquiry;
5.2.3. You have not been targeted, approached, or contacted by Arboris in connection with the Fund(s) prior to your independent request;
5.2.4. Your access to this information constitutes reverse solicitation and falls outside the scope of financial promotion regulations in your jurisdiction; and
5.2.5. You are solely responsible for ensuring that your access to this investment opportunity complies with the laws and regulations of your jurisdiction.
5.3. No Active Marketing. Arboris does not actively market, promote, or distribute foreign funds to any person who has not independently initiated contact with Arboris.
6. GEOGRAPHIC AND DISTRIBUTION RESTRICTIONS
6.1. DIFC Authorisation Only. Arboris is authorised by the DFSA to conduct Financial Services (as defined in the DFSA Rulebook) within or from the DIFC only. Subject to limited exceptions under applicable law (including applicable passporting arrangements under the DIFC Investment Law or where reverse solicitation applies under the laws of the relevant jurisdiction), Arboris is not licensed or authorised to market, distribute, promote, or offer Financial Products or Financial Services to persons located outside the DIFC.
6.2. No Public Offer. Nothing on the Platform constitutes, or is intended to constitute:
6.2.1. An offer of securities to the public in any jurisdiction;
6.2.2. An offer, invitation, or solicitation for the sale or purchase of securities, or of any of the assets, business, or undertaking described herein;
6.2.3. An inducement, recommendation, or advice to enter into any investment activity; or
6.2.4. An offer or invitation to retail investors in any jurisdiction.
6.3. Private Placement Only. Information on the Platform is provided for information purposes only on a private placement basis to verified professional and institutional investors.
6.4. Restricted Jurisdictions. The Platform and Services are not directed at or intended for use by any person resident or located in any jurisdiction where access to or use of the Platform or Services would be contrary to applicable law or regulation, or where Arboris is not authorised to provide such services. Users accessing the Platform from outside the DIFC do so on their own initiative and are solely responsible for compliance with all applicable local laws and regulations.
6.5. Sanctions Compliance. You represent and warrant that you are not (a) located in, under the control of, or a national or resident of any country subject to comprehensive sanctions by the United Nations, European Union, United States, United Kingdom, United Arab Emirates, or other applicable sanctions authority, or (b) designated on any applicable sanctions list, including the U.S. Treasury Department's Specially Designated Nationals List, the EU Consolidated List, the UAE Local Terrorist List, or equivalent lists maintained by other relevant authorities. You may not access the Platform or Services if any of the foregoing applies to you.
7. USER OBLIGATIONS
7.1. Authority and Capacity. By entering into this Agreement, you represent and warrant that:
7.1.1. You have the right, power, authority, and legal capacity to enter into this Agreement on your own behalf or on behalf of any entity for whom you are acting;
7.1.2. You have the authority to bind any such entity to this Agreement;
7.1.3. The execution, delivery, and performance of this Agreement do not violate any law, regulation, agreement, or obligation applicable to you; and
7.1.4. If any aspect of your use of the Platform or Services violates applicable law or regulation, you will promptly cease use of the Platform and Services and close your account.
7.2. Registration Information. You agree to:
7.2.1. Provide true, accurate, current, and complete information during the registration process;
7.2.2. Not use a false name, impersonate any person or entity, or use an email address owned or controlled by another person;
7.2.3. Update your registration information promptly so that it remains true, accurate, and complete at all times, including your current country of residence and contact details; and
7.2.4. Maintain the confidentiality of your password and account credentials and notify Arboris immediately of any unauthorised use of your account.
7.3. Investment Decision Obligations. You agree that:
7.3.1. You will only invest in a Fund after carefully reviewing and assessing the terms of the investment, including the prospectus or offering memorandum, subscription agreement, constitutional documents, key investor information documents (if applicable), and all other related materials provided through the Platform or by the Fund manager, and you acknowledge that you are solely responsible for reviewing and understanding these documents;
7.3.2. You will use your own independent judgment before making any decision to invest;
7.3.3. You will obtain such professional advice as is appropriate to protect your interests, including independent legal, tax, accounting, and financial advice;
7.3.4. You have reviewed and understand the risk factors disclosed in the Fund's offering documents and are otherwise aware of the risks of making alternative investments, including but not limited to the risk of loss of capital, illiquidity, lack of regulatory protection, concentration risk, leverage risk, and foreign exchange risk; and
7.3.5. Any investment decision will be made solely on the basis of the Fund's offering documents and your own independent assessment.
7.4. Prohibited Conduct. You agree not to:
7.4.1. Violate this Agreement or any applicable law, rule, or regulation;
7.4.2. Deceive, defraud, or mislead Arboris, including by disguising your current place of residence, location, identity, or the source of any information you submit;
7.4.3. Use virtual private networks (VPNs), proxy servers, or other tools that anonymise or misrepresent your internet protocol address or geographic location to access the Platform or Services;
7.4.4. Interfere with or disrupt the Platform or Services or the access and enjoyment of other Users;
7.4.5. Disparage, tarnish, or otherwise harm Arboris, the Platform, or the Services;
7.4.6. Upload or transmit any malicious code, virus, worm, Trojan horse, spyware, ransomware, or other harmful software or material;
7.4.7. Reverse engineer, decompile, disassemble, or attempt to derive the source code, structure, algorithms, or data models of the Platform or Services;
7.4.8. Access or search the Platform or Services by automated means (including scraping, crawling, or data extraction) without Arboris's prior written consent;
7.4.9. Remove, obscure, or alter any proprietary notices, trademarks, or branding on the Platform;
7.4.10. Circumvent or attempt to circumvent any security features of the Platform or Services;
7.4.11. Make false or fraudulent representations to gain access to the Platform or Services;
7.4.12. Sell, transfer, or sublicense access to the Platform or Services;
7.4.13. Use the Platform to market competing services or investment advisory services;
7.4.14. Market services to persons identified through the Platform without Arboris's prior written consent;
7.4.15. Copy, distribute, or republish any Content (other than Your Content) except as expressly permitted by this Agreement; or
7.4.16. Use any Content or information obtained through the Platform for commercial or investment activity outside the Services without prior written approval from Arboris.
7.5. Confidentiality. By registering with Arboris or otherwise using the Platform or Services, you may be exposed to Confidential Information. You agree to:
7.5.1. Maintain all Confidential Information in strict confidence;
7.5.2. Not disclose, distribute, republish, or permit any third party to access any Confidential Information without Arboris's prior written consent;
7.5.3. Not use Confidential Information for any purpose other than your evaluation of Opportunities on the Platform; and
7.5.4. Take all reasonable measures to protect the confidentiality of Confidential Information.
7.6. Compliance with Laws. You are solely responsible for compliance with all laws, regulations, and other legal requirements applicable to you in connection with your use of the Platform and Services and any investment you make through the Platform. This includes, without limitation, compliance with applicable tax laws, anti-money laundering requirements, and any restrictions on investment activities in your jurisdiction of residence or nationality. You confirm that your use of the Platform and any investments made through it comply with all applicable DFSA Rules and regulations in the Dubai International Financial Centre.
8. INFORMATION AND CONTENT
8.1. Information Sources. The information displayed on the Platform may have been obtained from Fund managers, publicly available sources, or other third parties. Except where expressly stated otherwise, Arboris Capital Limited has not independently verified this information and makes no representation or warranty as to its accuracy, completeness, reliability, timeliness, or appropriateness for any particular purpose. Where Arboris Capital Limited does provide information that it has verified or created, this will be clearly identified as such. Arboris Capital Limited, as an Authorised Firm regulated by the DFSA, maintains appropriate systems and controls to ensure that information it provides directly to clients meets the DFSA's standards for fair, clear and not misleading communications under COB Rule 3.2.1.
8.2. No Obligation to Update. Arboris does not undertake any obligation to provide additional information, to update the information displayed on the Platform, or to correct any inaccuracies that may become apparent. The information on the Platform may not reflect current circumstances and should not be relied upon as current or complete.
8.3. Indicative Terms. Any terms, indicative pricing, target returns, fee estimates, or other proposals displayed on the Platform are non-binding, indicative, and for discussion purposes only. Such indicative information does not constitute a financial promotion, offer, or recommendation under DFSA Rules. Any investment or engagement will be subject to: (a) the execution of formal written agreements; (b) completion of applicable legal, regulatory, authorisation, and approval requirements; (c) satisfaction of know-your-customer, anti-money laundering, and client classification requirements under DFSA Rules; and (d) Arboris Capital Limited's acceptance of you as a client in accordance with its DFSA-compliant policies and procedures.
8.4. Third-Party Content. The Platform may contain or deliver content, advertising, or sponsorships from third parties. Arboris Capital Limited is not responsible for any third-party content, including its accuracy, completeness, or compliance with applicable law. However, Arboris Capital Limited maintains systems and controls in accordance with DFSA requirements to monitor third-party content on the Platform to ensure it does not contain misleading information or constitute unauthorized financial promotions. You acknowledge that third-party content does not constitute a recommendation or endorsement by Arboris Capital Limited.
8.5. No Reliance. You should not treat any Content, email, or other information received through the Platform as a recommendation, investment advice, or representation by Arboris Capital Limited unless such information has been expressly identified as created by Arboris Capital Limited and provided to you as a Professional Client in accordance with DFSA COB Rules. Arboris Capital Limited does not provide investment advice or portfolio management services unless expressly agreed in a separate written agreement. Arboris Capital Limited does not guarantee the accuracy of information provided by Fund managers or other third parties and has not independently verified such third-party information unless expressly stated otherwise.
9. RISK WARNINGS
GENERAL RISK WARNING. WARNING: INVESTMENT IN THE OPPORTUNITIES AND THE FUNDS INVOLVES SIGNIFICANT RISKS AND MAY NOT BE SUITABLE FOR ALL INVESTORS. ALTERNATIVE INVESTMENTS, INCLUDING PRIVATE EQUITY, VENTURE CAPITAL, PRIVATE CREDIT, REAL ESTATE, AND HEDGE FUND STRATEGIES, ARE COMPLEX, SPECULATIVE, AND INVOLVE A HIGH DEGREE OF RISK, INCLUDING THE RISK OF TOTAL LOSS OF CAPITAL. THESE INVESTMENTS ARE INTENDED ONLY FOR PROFESSIONAL CLIENTS (AS DEFINED UNDER THE DFSA'S CONDUCT OF BUSINESS (COB) MODULE) WHO UNDERSTAND AND CAN BEAR THESE RISKS.
You should carefully consider the following risks before making any investment decision:
9.1. Capital at Risk. You may lose some or all of your invested capital. There is no guarantee of return of capital or any particular rate of return. Past performance is not a reliable indicator of future results. The value of investments can fall as well as rise, and you might not get back the amount originally invested at any point in time. Those investors who cannot afford to lose their entire investment should not invest in these Funds. This warning is provided in accordance with DFSA COB Rule 3.2.4 regarding risk warnings.
9.2. Illiquidity. These investments are illiquid. There is typically no recognised secondary market for interests in the Funds, and you should expect to hold your investment for an extended period, typically at least ten (10) years and potentially longer. Redemption rights are generally limited or subject to lock-up periods, gates, side pockets, suspension, or other restrictions, and the Fund manager has discretion to refuse redemption requests. Interests in the Funds are subject to restrictions on resale and transfer, and you may not be able to realize your investment when desired or at all. You should only invest capital that you can afford to have locked up for the entire life of the Fund.
9.3. Portfolio Allocation. In any sensible investment strategy, alternative investments such as private equity should only form part of your overall investment portfolio. The alternative investments portion of your portfolio should itself be diversified across different funds, strategies, and vintages. You should not concentrate your investments in a single Fund or strategy.
9.4. Leverage and Concentration. The Funds may employ leverage, invest in illiquid or hard-to-value securities, use derivatives, and concentrate investments in particular sectors, geographies, or asset classes, each of which may increase risk.
9.5. No Assurance of Objectives. No assurance can be given that any investment objective, forecast, or target can or will be achieved. Any projections, targets, estimates, or forecasts contained on the Platform are based on assumptions, estimates, opinions, and hypothetical models which may prove to be incorrect and are not a reliable indicator of future performance.
9.6. Past Performance. Past performance is not a reliable indicator of future results.
9.7. Currency Risk. Changes in exchange rates may cause the value of investments to fluctuate.
9.8. Tax Considerations. The tax treatment of any investment will depend on your individual circumstances and the laws of your jurisdiction of residence, domicile, and/or nationality, and may be subject to change. Arboris Capital Limited does not provide tax advice. You must obtain independent tax advice from a qualified tax advisor before investing, including advice on the tax implications in the DIFC, the United Arab Emirates, and any other relevant jurisdictions. You are solely responsible for all tax obligations arising from your investments.
9.9. Fund Documentation. You should carefully review the risk factors set out in each Fund's offering documents, including the prospectus or offering memorandum, before investing. The risks described herein are not exhaustive.
10. INTELLECTUAL PROPERTY
10.1. Platform Ownership. All rights, title, and interest in and to the Platform, the Services, and all Content (other than Your Content) are and will remain the exclusive property of Arboris Capital Limited and its licensors. The Platform, Services, and Content are protected by copyright, trademark, trade secret, and other intellectual property laws. Nothing in this Agreement gives you any right to use the Arboris Capital Limited name, CapGain name, or any Arboris Capital Limited trademarks, logos, domain names, or other distinctive brand features without Arboris Capital Limited's prior written consent.
10.2. Limited Licence. Subject to your compliance with this Agreement, Arboris Capital Limited grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform and Services solely for your own internal purposes in accordance with this Agreement and applicable DFSA regulations.
10.3. Your Content. You retain ownership of all Content you submit, post, display, or otherwise make available through the Platform ("Your Content"). By submitting Your Content, you grant Arboris Capital Limited a worldwide, irrevocable, transferable, assignable, royalty-free licence to:
10.3.1. Transmit, communicate, and distribute Your Content to Fund managers and other parties with whom you have a business relationship through the Platform, including for purposes of facilitating transactions;
10.3.2. Use Your Content for internal purposes, including improving and enhancing the Platform and Services; and
10.3.3. Aggregate, anonymise, analyse, compile, and create derivative works from Your Content on an anonymised and aggregated basis in compliance with applicable data protection laws including DIFC Data Protection Law No. 5 of 2020 (as amended), and to use, distribute, sublicense, and sell such anonymised and aggregated data for Arboris Capital Limited's and its affiliates' benefit, provided such use does not breach any confidentiality obligations or DFSA regulatory requirements.
10.4. Representations Regarding Your Content. You represent and warrant that: (a) you have all necessary rights, consents, and authority to grant the licences in Section 10.3; (b) Your Content does not infringe the intellectual property or other rights of any third party; (c) Your Content does not contain any confidential information belonging to third parties without proper authorization; (d) Your Content complies with all applicable laws, including DFSA Rules regarding market abuse, inside information, and confidentiality; and (e) Your Content does not contain any false, misleading, or fraudulent information.
11. PRIVACY AND DATA PROTECTION
Privacy Notice. Arboris Capital Limited values your privacy. Our collection and use of personal information in connection with the Platform and Services is described in our Privacy Notice, available at https://www.capgain.com/privacy-policy , which complies with the DIFC Data Protection Law No. 5 of 2020 (as amended) and applicable DFSA requirements including those relating to client confidentiality and data security under the General Module (GEN) of the DFSA Rulebook. By using the Platform and Services, you acknowledge that you have received, read and understood the Privacy Notice and consent to the processing of your personal data as described therein.
11.1. Amendments to Privacy Notice. Arboris Capital Limited may amend the Privacy Notice from time to time by posting the amended version on the Platform. Your continued use of the Platform or Services following the effective date of such amendments constitutes your acceptance of the amended Privacy Notice, provided that any amendments affecting the processing of personal data will comply with applicable data protection laws.
11.2. Data Processing. In connection with providing the Services, Arboris Capital Limited may process your personal data as a data controller in accordance with the DIFC Data Protection Law No. 5 of 2020, other applicable data protection laws, and the Privacy Notice. Where Arboris Capital Limited engages third-party service providers to process personal data on its behalf, it shall ensure such processors comply with applicable data protection requirements and maintain appropriate technical and organisational security measures.
12. ARBORIS'S RIGHTS
12.1. Right to Modify Platform. Arboris Capital Limited reserves the right to modify, suspend, or discontinue the Platform or Services, or any part thereof, provided that where such modification, suspension, or discontinuation would materially affect your ability to access Fund information or manage existing investments, Arboris Capital Limited will provide reasonable advance notice except where immediate action is required for security, regulatory compliance, or legal reasons.
12.2. Right to Control Content. Arboris Capital Limited may, in its reasonable discretion and subject to applicable law, remove, refuse to transmit, or delete any Content on the Platform (including Your Content) where such Content: (a) violates this Agreement; (b) infringes third-party rights; (c) is unlawful or fraudulent; (d) poses security or regulatory risks; or (e) is required to be removed by law or regulatory authority. Where reasonably practicable, Arboris Capital Limited will provide notice before removing Your Content unless immediate removal is necessary.
12.3. Right to Refuse or Terminate Access. Arboris Capital Limited may refuse registration, suspend, or terminate your account and access to the Platform and Services: (a) immediately without notice if you materially violate this Agreement, engage in fraudulent activity, or pose a security or regulatory risk; or (b) upon thirty (30) days' written notice for any other reason. If Arboris Capital Limited terminates your account and you have invested in a Fund through the Platform, Arboris Capital Limited will: (i) provide you with reasonable access to retrieve your investment documentation and records; (ii) provide you with any investor information required under applicable law and the relevant Fund's offering documents; and (iii) not interfere with your existing investments or your direct relationship with the Fund manager.
12.4. Right to Disclose Information. Subject to DFSA Rules on client confidentiality (including COB Rule 3.5.1), Arboris Capital Limited reserves the right to access, read, preserve, and disclose any information (including personal data and Confidential Information) only to the extent Arboris Capital Limited reasonably believes is necessary to:
12.4.1. Comply with applicable law, regulation, legal process, or governmental request;
12.4.2. Enforce this Agreement, including investigation of potential violations;
12.4.3. Detect, prevent, or address fraud, security, or technical issues;
12.4.4. Respond to User support requests; or
12.4.5. Protect the rights, property, or safety of Arboris, its Users, or the public.
12.5. No Obligation to Introduce. Arboris is not obligated to introduce you to any Fund manager, analyst, or other person connected to any Fund.
12.6. Updates. This Agreement does not entitle you to any support, upgrades, updates, or enhancements to the Platform or Services. Arboris may provide updates at its sole discretion without notice. Any updates will become part of the Platform or Services and will be subject to this Agreement.
13. DISCLAIMERS AND LIMITATION OF LIABILITY
13.1. No Warranties. THE PLATFORM, SERVICES, AND CONTENT ARE PROVIDED ON AN "AS IS", "WHERE IS", AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, EXCEPT AS REQUIRED BY APPLICABLE LAW OR DFSA REGULATIONS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ARBORIS CAPITAL LIMITED DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NOTHING IN THIS SECTION EXCLUDES OR LIMITS ANY WARRANTIES, REPRESENTATIONS, OR OBLIGATIONS THAT ARBORIS CAPITAL LIMITED OWES TO CLIENTS UNDER DFSA RULES, INCLUDING THOSE RELATING TO THE ACCURACY OF FINANCIAL PROMOTIONS OR THE FAIR TREATMENT OF CLIENTS.
13.2. No Warranty of Accuracy. Arboris makes no warranty and disclaims all responsibility for the completeness, accuracy, availability, timeliness, security, or reliability of the Platform, Services, or any Content. No advice or information, whether oral or written, obtained from Arboris or through the Platform will create any warranty not expressly stated in this Agreement.
13.3. No Warranty of Availability. Arboris does not warrant that the Platform or Services will be uninterrupted, secure, or error-free, or that any defects will be corrected.
13.4. Technical Issues. Arboris is not responsible for any technical malfunction, hardware or software failure, network issues, data loss, or other problems arising from your use of the Platform or Services, including any damage to your computer or device.
13.5. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO DFSA RULES, ARBORIS, ITS DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, ADVISERS, AGENTS, AND AFFILIATES (COLLECTIVELY, "ARBORIS PARTIES") SHALL NOT BE LIABLE FOR:
13.5.1. Any indirect, incidental, special, consequential, punitive, or exemplary damages;
13.5.2. Any loss of profits, revenue, data, goodwill, or other intangible losses;
13.5.3. Any damages arising from your use of or inability to use the Platform or Services;
13.5.4. Any damages arising from any Content or information obtained through the Platform;
13.5.5. Any unauthorised access to or alteration of your data or transmissions;
13.5.6. Any acts, omissions, or defaults of any Fund manager, administrator, custodian, or other third-party service provider; or
13.5.7. Any other matter relating to the Platform or Services,
WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ARBORIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.6. Cap on Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF THE ARBORIS PARTIES FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM OR SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY YOU TO ARBORIS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE THOUSAND U.S. DOLLARS (US$1,000).
13.7. Exceptions. Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for fraud, wilful misconduct, or gross negligence, or any mandatory statutory liability. Without limitation, nothing in this Agreement excludes or limits Arboris Capital Limited's liability for breach of its regulatory obligations under DFSA Rules.
13.8. Fund Investments. Arboris is not responsible for, and makes no representations or warranties regarding, any Fund, Fund manager, or investment made through the Platform. All investments are made directly with the relevant Fund and are subject to the Fund's offering documents.
14. INDEMNIFICATION
You agree to defend, indemnify, and hold harmless the Arboris Parties from and against any and all claims, suits, actions, losses, liabilities, damages, judgments, costs, and expenses (including reasonable legal fees) arising from or relating to:
14.1. Your access to or use of the Platform or Services;
14.2. Your violation of this Agreement;
14.3. Your violation of any applicable law or regulation;
14.4. Your Content;
14.5. Any investment decision you make;
14.6. Your breach of any representation or warranty in this Agreement; or
14.7. Any dispute between you and any Fund manager or other third party,
except to the extent such claim arises from Arboris Capital Limited's own gross negligence, wilful misconduct, fraud, or breach of its obligations under DFSA Rules.
15. TERM AND TERMINATION
15.1. Term. This Agreement will remain in full force and effect while you have an account on the Platform or otherwise access or use the Platform or Services.
Termination by You. You may terminate this Agreement at any time by requesting deletion of your account by contacting Arboris at contact@arboriscapital.com.
15.2. Termination by Arboris. Arboris may terminate this Agreement and your access to the Platform and Services at any time, with or without cause, with or without notice.
15.3. Effect of Termination. Upon termination of this Agreement for any reason:
15.3.1. Your right to access and use the Platform and Services will immediately cease;
15.3.2. You must destroy and remove from all computers and storage media all copies of any Arboris intellectual property or Confidential Information; and
15.3.3. Arboris may delete your account and Your Content.
15.4. Survival. The following Sections will survive termination of this Agreement: Sections 4, 5, 7.5, 8, 9, 10.1, 10.3, 10.4, 11, 12.4, 13, 14, 15.4, 15.5, 16, 17, and 18.
16. CONFIDENTIALITY
16.1. Confidential Information. "Confidential Information" means all non-public information disclosed through the Platform or Services, including Fund information, offering documents, investor materials, performance data, and any information identified as confidential, as well as information that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.
16.2. Confidentiality Obligations. Confidential Information must not be copied, reproduced, distributed, forwarded, published, or otherwise disclosed to any third party, in whole or in part, without the prior written consent of Arboris Capital Limited. Unauthorised disclosure may violate applicable securities laws, DFSA Rules, and DIFC laws, and may result in legal and regulatory liability.
16.3. Exceptions. The confidentiality obligations in this Section do not apply to information that: (a) is or becomes publicly available through no fault of yours; (b) was known to you prior to disclosure; (c) is independently developed by you without use of Confidential Information; or (d) is required to be disclosed by law, provided you give Arboris prompt notice and cooperate with any effort to obtain protective treatment.
17. GENERAL PROVISIONS
17.1. Governing Law. This Agreement and all disputes arising out of or relating to this Agreement, the Platform, or the Services shall be governed by and construed in accordance with the laws of the DIFC (including DFSA Rules and regulations), without regard to conflict of law principles.
17.2. Jurisdiction. The courts of the DIFC shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement, the Platform, or the Services. You hereby consent to the exclusive jurisdiction of the DIFC courts.
17.3. No Assignment. You may not assign, transfer, or sublicense this Agreement or any of your rights or obligations hereunder without the prior written consent of Arboris. Any attempted assignment in violation of this Section is void. Arboris may assign, transfer, or sublicense this Agreement or any of its rights or obligations without restriction.
17.4. Entire Agreement. This Agreement, together with the Privacy Notice and any other policies or terms incorporated by reference, constitutes the entire agreement between you and Arboris regarding the Platform and Services and supersedes all prior agreements, understandings, and communications.
17.5. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.
17.6. Waiver. The failure of Arboris to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision. No waiver shall be effective unless in writing and signed by Arboris.
17.7. This Agreement is between you and Arboris. Nothing in this Agreement creates any third-party beneficiary rights.
17.8. Notices. Notices to you may be made by email to the address associated with your account, by posting on the Platform, or by other reasonable means. Notices to Arboris must be sent to:
17.8.1. By registered mail to Arboris Capital Limited, Office 103-104, Gate Village 5, Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates;
17.8.2. By Email at contact@arboriscapital.com
17.9. Electronic Execution. You waive any defences based on the electronic form of this Agreement or the lack of physical signatures.
17.10. Headings. Section headings are for convenience only and have no legal effect.
17.11. Force Majeure. Arboris shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, pandemic, labour disputes, government action, or failure of third-party services.
18. DEFINITIONS
18.1. "Arboris Parties" means Arboris Capital Limited and its directors, officers, employees, consultants, advisers, agents, affiliates, and related parties.
18.2. "Confidential Information" has the meaning given in Section 16.1.
18.3. "Content" means any information, text, data, graphics, images, documents, materials, or other content uploaded, downloaded, displayed, or otherwise made available on or through the Platform or Services.
18.4. "DFSA" means the Dubai Financial Services Authority.
18.5. "DIFC" means the Dubai International Financial Centre.
18.6. “Domestic Funds” has the meaning ascribed to it under Article 14 of the Collective Investment Law, DIFC Law No. 2 of 2010, as amended from time to time, and the DFSA Collective Investment Rules (CIR), being a Fund which is either:
a. established or domiciled in the Dubai International Financial Centre (DIFC); or
b. an External Fund (being a Fund established or domiciled in a jurisdiction other than the DIFC, but managed by a Fund manager which is an Authorised Firm licensed by the DFSA).
18.7. "Fund" means any collective investment scheme, investment fund, or other financial product presented on the Platform.
18.8. "Platform" means the CapGain platform available at https://www.capgain.com and any subdomains, mobile applications, or other interfaces through which the Services are provided.
18.9. "Professional Client" has the meaning given in COB Rule 2.3.1 of the DFSA Rulebook.
18.10. "Retail Client" has the meaning given in COB Rule 2.3.3 of the DFSA Rulebook.
18.11. "Services" means the services, applications, and functionality offered by Arboris through the Platform.
18.12. "Your Content" means Content submitted, posted, or made available by you through the Platform.
19. CONTACT INFORMATION
For questions about this Agreement or the Platform, please contact:
Arboris Capital Limited
Office 103, Gate Village 5, Dubai International Financial Centre, P.O. Box 506656, Dubai, United Arab Emirates
Contact@arboriscapital.com
+971 4 553 4057
ACCEPTANCE
By creating an account, checking the acceptance checkbox, or otherwise accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement.