Terms of Service
1. Introduction and Acceptance
These Terms of Service ("Terms") govern your access to and use of the website, platform, and related services (collectively, the "Platform") owned and operated by Utopia Ltd., a corporation organized under the laws of the Turks and Caicos Islands ("Utopia," "we," "us," or "our"). The Platform is a web-based investment management platform that facilitates the offering, management, and secondary trading of securities issued by corporations and other entities whose offerings are listed on the Platform.
By accessing or using the Platform, you represent that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you are accessing or using the Platform on behalf of an entity, you represent and warrant that you have the legal authority to bind that entity to these Terms. If you do not agree to these Terms, you must not access or use the Platform.
We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by updating the "Last Updated" date above and, where practicable, by providing notice through the Platform. Your continued use of the Platform after any modification constitutes acceptance of the revised Terms. You are responsible for reviewing these Terms periodically.
2. Definitions
"Account" means the registered user account you create to access and use the Platform.
"Applicable Law" means all relevant laws, regulations, ordinances, and guidelines of the Turks and Caicos Islands, including the Companies Act 2017 (as amended), the Proceeds of Crime Ordinance, and any guidance issued by the Financial Services Commission, together with the laws of any other jurisdiction applicable to you or your use of the Platform.
"Digital Assets" means tokens, coins, or other digital representations of value or rights recorded on a distributed ledger or blockchain, including any tokenized representations of securities that may be introduced on the Platform in the future.
"FSC" means the Financial Services Commission of the Turks and Caicos Islands.
"Issuer" means any corporation, limited liability company, or other legal entity whose securities are listed on or offered through the Platform.
"KYC/AML" means Know-Your-Customer and Anti-Money Laundering verification procedures.
"Offering" means any offering of securities by an Issuer through the Platform, as described in the applicable Offering Documents.
"Offering Documents" means the prospectus, subscription agreement, shareholder agreement, and any other documents provided in connection with a particular Offering, which set forth the specific terms, eligibility requirements, risk factors, and conditions applicable to that Offering.
"Peer-to-Peer Bulletin Board" means the secondary trading feature on the Platform that allows eligible users to post offers to buy or sell securities to other eligible users.
"Platform Materials" means all content, text, graphics, images, data, software, designs, and other materials available on or through the Platform, excluding User Content.
"Services" means the services provided by Utopia through the Platform, as described in Section 3.
"Shares" means the securities of an Issuer that are listed on or offered through the Platform, including ordinary shares, membership interests, or other equity or debt instruments.
"User Content" means any content, information, or materials that you submit, post, or transmit through the Platform.
3. Description of Services
Utopia provides the following Services through the Platform:
3.1 Offering and Listing Services. The Platform enables Issuers to offer and list their securities for subscription by eligible investors. Each Offering is governed by its own Offering Documents, which you must review carefully before making any investment decision. Utopia facilitates the listing process but does not itself issue, underwrite, or guarantee any securities.
3.2 Share Administration. Utopia provides ongoing administrative services for Issuers, including maintaining share registers, processing share transfers, managing shareholder communications, and facilitating the distribution of dividends or other payments as directed by the relevant Issuer.
3.3 Peer-to-Peer Bulletin Board. The Platform includes a Peer-to-Peer Bulletin Board that allows eligible users to post offers to buy or sell Shares to other eligible users. Utopia does not guarantee liquidity, a specific price, or the completion of any transaction on the Bulletin Board. Utopia is not a broker, dealer, market maker, or exchange operator. The Bulletin Board is a digital notice board where eligible users may communicate their interest in buying or selling Shares, and nothing more. All transfers facilitated through the Bulletin Board remain subject to any transfer restrictions set out in the applicable Offering Documents, including any required approvals from the Issuer's board of directors.
3.4 Investor Onboarding. Utopia facilitates investor onboarding by collecting and processing KYC/AML documentation through third-party verification providers. The completion of KYC/AML verification is a prerequisite for participation in any Offering or use of the Bulletin Board.
3.5 Reporting and Communications. Official notices, financial reports, and other communications from Issuers to their shareholders are delivered electronically through the Platform, unless otherwise specified in the applicable Offering Documents.
3.6 Additional Services. We may introduce additional features, services, or functionalities from time to time, including services related to Digital Assets. Any such additions will be subject to these Terms and any supplemental terms we may publish.
4. Account Registration and Eligibility
4.1 Account Creation. To access the Services, you must create an Account by providing accurate, current, and complete registration information as prompted by the Platform. You agree to maintain and promptly update your registration information to keep it accurate, current, and complete. You are responsible for maintaining the confidentiality of your Account credentials and for all activity that occurs under your Account. You must notify us immediately at info@utopia.tc of any unauthorized use of your Account or any other breach of security.
4.2 General Eligibility. To create an Account and use the Platform, you must: (a) be at least eighteen (18) years of age or the age of legal majority in your jurisdiction, whichever is greater; (b) have the legal capacity to enter into a binding agreement; (c) not be prohibited from using the Platform under Applicable Law; (d) not be the subject of economic or trade sanctions administered by any governmental authority, or designated on any list of prohibited or restricted parties; and (e) successfully complete the KYC/AML verification process described in Section 5.
4.3 Offering-Specific Eligibility. Each Offering listed on the Platform may impose additional eligibility requirements, including restrictions based on residency, citizenship, investor qualification status, minimum investment amounts, or other criteria. These requirements are set forth in the applicable Offering Documents. It is your sole responsibility to review the Offering Documents and determine whether you meet the eligibility requirements for a particular Offering before subscribing. Utopia reserves the right to restrict your access to any Offering if, in its reasonable determination, you do not meet the applicable eligibility requirements.
4.4 One Account Per User. Each individual or entity may maintain only one Account. You may not transfer, sell, or assign your Account to any other person or entity without our prior written consent.
5. KYC/AML Requirements
5.1 Verification. To comply with Applicable Law, including the Proceeds of Crime Ordinance and related AML/CFT regulations of the Turks and Caicos Islands, you must submit such identity verification documents and information as we may request, including government-issued identification, proof of address, and source of funds or wealth documentation.
5.2 Ongoing Obligations. You agree to provide additional documentation or information as reasonably requested by Utopia or any Issuer to satisfy ongoing AML/CFT obligations. Failure to comply with such requests may result in suspension or termination of your Account.
5.3 Rejection and Suspension. Utopia reserves the right to reject any Account application, refuse to process any transaction, or suspend or terminate any Account if we are unable to verify your identity, if you fail to provide requested information, or if we suspect that your Account or any transaction involves money laundering, terrorist financing, fraud, or any other illegal activity.
6. User Rights and Responsibilities
6.1 Accurate Information. You represent and warrant that all information you provide to Utopia, whether during registration, in connection with an Offering, or at any other time, is truthful, accurate, and not misleading.
6.2 Compliance. You are solely responsible for determining whether your use of the Platform and your participation in any Offering comply with Applicable Law, including the securities laws, tax laws, and foreign exchange regulations of your jurisdiction of residence, citizenship, or domicile.
6.3 Investment Decisions. All investment decisions are made solely by you. You acknowledge that you have not received, and are not relying on, any investment, legal, or tax advice from Utopia. You are responsible for conducting your own due diligence on any Offering and for consulting your own professional advisors before making any investment decision.
6.4 Tax Obligations. You are solely responsible for determining and fulfilling any tax reporting and payment obligations arising from your investment in Shares, receipt of distributions, or use of the Platform, in all relevant jurisdictions. Utopia does not provide tax advice and makes no representations regarding the tax treatment of any investment.
6.5 Account Security. You are responsible for all activity that occurs under your Account. You must not share your Account credentials with any third party. You must notify us immediately at info@utopia.tc if you become aware of any unauthorized access to or use of your Account.
7. Acceptable Use Policy
You agree not to use the Platform to:
(a) violate any Applicable Law, including securities laws, AML/CFT laws, or sanctions regulations;
(b) provide false, inaccurate, or misleading information to Utopia, any Issuer, or other users;
(c) engage in fraud, market manipulation, or any deceptive practice, including the creation of multiple accounts to circumvent investment limits or eligibility restrictions;
(d) upload, post, or transmit any content that is unlawful, defamatory, obscene, threatening, harassing, discriminatory, or otherwise objectionable;
(e) infringe the intellectual property rights, privacy rights, or other proprietary rights of any third party;
(f) introduce viruses, malware, or other harmful code, or attempt to interfere with the proper functioning of the Platform;
(g) use data mining, scraping, robots, or similar automated tools to extract data from the Platform without our prior written consent;
(h) attempt to gain unauthorized access to any portion of the Platform, other users' accounts, or any systems or networks connected to the Platform;
(i) use the Platform to solicit, advertise, or promote products or services not authorized by Utopia; or
(j) facilitate or assist any third party in any of the foregoing activities.
Utopia reserves the right to investigate and take appropriate action against any user who violates this Section 7, including suspending or terminating the user's Account and reporting the conduct to relevant law enforcement or regulatory authorities.
8. Investment Risks and Disclaimers
8.1 No Investment Advice. Utopia is not a registered broker-dealer, investment adviser, funding portal, or financial institution in any jurisdiction. Nothing on the Platform constitutes a recommendation, solicitation, or offer by Utopia to buy or sell any security or other financial instrument. The information provided on the Platform is for informational purposes only and should not be construed as investment, legal, financial, or tax advice.
8.2 No Fiduciary Relationship. These Terms do not create any fiduciary duty, advisory relationship, or agency relationship between Utopia and you. To the fullest extent permitted by Applicable Law, any such duties or relationships are hereby disclaimed.
8.3 Investment Risks. Investments in Shares involve significant risks, including the risk of total loss of your investment. Shares offered through the Platform are illiquid, subject to transfer restrictions, and may not be suitable for all investors. Past performance is not indicative of future results. You should not invest any funds that you cannot afford to lose entirely. Detailed risk factors are set out in the applicable Offering Documents, which you must read in full before investing.
8.4 No Guarantee of Returns or Liquidity. Utopia does not guarantee any returns on investment, the payment of dividends or distributions, the availability of buyers or sellers on the Peer-to-Peer Bulletin Board, or the existence of any secondary market for Shares. The Peer-to-Peer Bulletin Board does not constitute a securities exchange or alternative trading system.
8.5 Issuer Responsibility. Each Issuer is solely responsible for the accuracy and completeness of the information contained in its Offering Documents, for compliance with Applicable Law governing its Offering, and for the management and operation of its business. Utopia does not verify, endorse, or guarantee the accuracy of any information provided by Issuers and assumes no liability for any errors, omissions, or misrepresentations in the Offering Documents.
8.6 "As Is" Disclaimer. THE PLATFORM AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UTOPIA DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. UTOPIA DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK.
9. Payment Terms
9.1 Subscription Payments. Payments for subscriptions in any Offering must be made in the manner and currency specified in the applicable Offering Documents.
9.2 Transaction Fees. Utopia may charge transaction fees in connection with activities on the Platform, including transfers through the Peer-to-Peer Bulletin Board. Applicable fees will be published on the Platform and may be updated from time to time at Utopia's discretion.
9.3 Taxes and Government Charges. You are responsible for all taxes, stamp duties, government fees, and other charges arising from your transactions on the Platform, including any stamp duty payable on the transfer of Shares under the laws of the Turks and Caicos Islands or any other applicable jurisdiction.
9.4 No Refunds. Except as expressly provided in the applicable Offering Documents (including with respect to subscription refunds if an Offering does not close), all fees paid to Utopia are non-refundable.
10. Intellectual Property
10.1 Utopia's Intellectual Property. Utopia and its licensors retain all right, title, and interest in and to the Platform, the Platform Materials, and all related intellectual property rights, including copyrights, trademarks, patents, trade secrets, and other proprietary rights. These Terms do not grant you any ownership interest in the Platform or Platform Materials, nor any right to use Utopia's trademarks, logos, or trade dress without our prior written consent.
10.2 Limited License. Subject to your compliance with these Terms, Utopia grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your personal, non-commercial use in connection with the Services. You may not reproduce, distribute, modify, create derivative works of, publicly display, or otherwise exploit any Platform Materials without our prior written consent.
10.3 Feedback. If you provide Utopia with any feedback, suggestions, or ideas regarding the Platform or the Services ("Feedback"), you grant Utopia a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback for any purpose, without obligation or compensation to you.
11. Third-Party Services
The Platform incorporates technology, services, and content provided by third parties, including platform infrastructure providers, identity verification providers, and payment processors. Your use of the Platform may be subject to the terms and conditions of these third-party providers. Utopia does not control, endorse, or assume responsibility for any third-party services or content, and you access and use them at your own risk.
The Platform may contain links to third-party websites. Utopia is not responsible for the content, privacy practices, or availability of any linked third-party websites. The inclusion of a link does not imply endorsement by Utopia.
12. Limitation of Liability
12.1 Exclusion of Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UTOPIA, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, INVESTMENT OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM OR THE SERVICES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF UTOPIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 Aggregate Liability Cap. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UTOPIA'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO UTOPIA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED UNITED STATES DOLLARS (US$100.00), WHICHEVER IS GREATER.
12.3 No Liability for Investment Losses. UTOPIA SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSSES, DAMAGES, OR COSTS ARISING FROM OR RELATED TO YOUR INVESTMENT DECISIONS, THE PERFORMANCE OF ANY SHARES OR ISSUERS, THE FAILURE OF ANY OFFERING TO CLOSE, OR ANY DECLINE IN THE VALUE OF YOUR INVESTMENTS.
12.4 Jurisdictional Limitations. Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, Utopia's liability shall be limited to the greatest extent permitted by Applicable Law.
13. Indemnification
You agree to defend, indemnify, and hold harmless Utopia and its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Platform or the Services; (b) your breach of these Terms; (c) your violation of any Applicable Law or the rights of any third party; (d) any User Content you submit through the Platform; or (e) any investment decision you make through the Platform. Utopia reserves the right to assume exclusive control of the defense of any matter subject to indemnification by you, at your expense.
14. Termination
14.1 Termination by You. You may close your Account at any time by contacting us at info@utopia.tc. Closure of your Account does not release you from any obligations arising before the effective date of closure, including any outstanding payment obligations or obligations under the Offering Documents.
14.2 Termination by Utopia. Utopia may suspend or terminate your Account and access to the Platform at any time, with or without notice, for any reason, including if we reasonably believe that you have violated these Terms, engaged in fraudulent or illegal activity, or pose a risk to Utopia, other users, or any Issuer.
14.3 Effect of Termination. Upon termination of your Account: (a) your right to access and use the Platform ceases immediately; (b) any Shares you hold in your capacity as a shareholder of an Issuer are not affected by termination of your Platform Account, though your ability to manage, transfer, or view those Shares through the Platform will be suspended until the relevant Issuer facilitates an alternative arrangement; and (c) Sections 2, 8, 10, 12, 13, 14.3, 15, 16, and 17 through 22 shall survive termination.
15. Digital Assets and Emerging Technologies
15.1 Future Features. Utopia may in the future introduce features, services, or functionalities involving Digital Assets, blockchain technology, smart contracts, tokenized securities, or other emerging technologies. These may include, without limitation, the issuance of tokens representing Shares, blockchain-based settlement of transactions, digital wallets, or integration with decentralized protocols.
15.2 Supplemental Terms. If Utopia introduces Digital Asset features, we may publish supplemental terms governing the use of those features. Such supplemental terms will be incorporated into and form part of these Terms. Your use of any Digital Asset features will constitute acceptance of the applicable supplemental terms.
15.3 Digital Asset Risks. If you use any Digital Asset features that may be introduced on the Platform, you acknowledge and accept that Digital Assets are subject to significant risks, including: (a) high price volatility and the potential loss of all value; (b) the irreversibility of blockchain transactions once confirmed; (c) the risk of smart contract errors, vulnerabilities, or exploits; (d) the evolving and uncertain regulatory environment for Digital Assets across jurisdictions; (e) the risk of loss of access to Digital Assets due to lost private keys, wallet malfunctions, or cybersecurity breaches; and (f) the risk that Digital Assets may not be recognized as securities or property in certain jurisdictions. Utopia shall not be liable for any losses arising from these risks.
15.4 No Custody. To the extent Utopia introduces any Digital Asset features, Utopia does not and will not act as custodian of your Digital Assets unless expressly stated otherwise in the applicable supplemental terms. You are solely responsible for the security of your private keys and wallet credentials.
16. Dispute Resolution and Governing Law
16.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the Turks and Caicos Islands, without regard to conflict of law principles.
16.2 Good Faith Negotiation. In the event of any dispute arising out of or relating to these Terms or your use of the Platform ("Dispute"), you agree to first attempt to resolve the Dispute through good faith negotiations by contacting us at info@utopia.tc. You must provide a written description of the Dispute, all relevant information, and your proposed resolution.
16.3 Mediation. If a Dispute cannot be resolved through good faith negotiations within thirty (30) days, either party may refer the Dispute to mediation in accordance with the Court-Connected Mediation Rules 2023 of the Turks and Caicos Islands, or such other mediation rules as the parties may agree.
16.4 Jurisdiction. If a Dispute is not resolved through negotiation or mediation, the courts of the Turks and Caicos Islands shall have exclusive jurisdiction to hear and determine the Dispute. You irrevocably submit to the jurisdiction of such courts and waive any objection to the exercise of jurisdiction on the grounds of inconvenient forum or otherwise.
16.5 Injunctive Relief. Notwithstanding the foregoing, Utopia may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of Utopia's intellectual property rights or confidential information.
17. Force Majeure
Utopia shall not be liable for any failure or delay in performing its obligations under these Terms if such failure or delay results from circumstances beyond Utopia's reasonable control, including acts of God, natural disasters, hurricanes, epidemics, pandemics, war, terrorism, civil unrest, government actions, failure of third-party telecommunications or technology services, cyberattacks, or power outages. Utopia shall use commercially reasonable efforts to resume performance as promptly as practicable.
18. Modifications to the Platform
Utopia reserves the right to modify, suspend, or discontinue the Platform or any part of the Services at any time, with or without notice, and without liability to you. This includes the right to add, remove, or modify features, impose usage limits, or change the availability of particular Offerings or the Peer-to-Peer Bulletin Board.
19. Notices
All notices from Utopia to you may be delivered electronically through the Platform, by email to the address associated with your Account, or by posting on the Platform. Notices from you to Utopia must be sent by email to info@utopia.tc. Notice shall be deemed given upon transmission by email (provided no error message is received) or upon posting on the Platform.
20. Electronic Signatures and Communications
You consent to receive all communications, agreements, documents, notices, and disclosures from Utopia electronically. You agree that all communications we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that electronic signatures on documents accessed or executed through the Platform have the same legal effect as manual signatures.
21. General Provisions
21.1 Entire Agreement. These Terms, together with the Privacy Policy and any Offering Documents to which you are a party, constitute the entire agreement between you and Utopia with respect to the subject matter hereof and supersede all prior or contemporaneous understandings and agreements.
21.2 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
21.3 Waiver. No failure or delay by Utopia in exercising any right under these Terms shall operate as a waiver of that right. A waiver of any provision must be in writing and signed by Utopia.
21.4 Assignment. You may not assign or transfer these Terms or any rights hereunder without our prior written consent. Utopia may freely assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
21.5 Relationship of Parties. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Utopia.
21.6 Language. These Terms are drafted in the English language. In the event of any conflict between the English version and any translation, the English version shall prevail.
21.7 Contact. For questions about these Terms, please contact us at:
Utopia Ltd. 3rd Floor Graceway House, Graceway Plaza Providenciales, Turks and Caicos Islands TKCA1ZZ Email: info@utopia.tc
Privacy Policy
1. Introduction
This Privacy Policy describes how Utopia Ltd., a corporation organized under the laws of the Turks and Caicos Islands ("Utopia," "we," "us," or "our"), collects, uses, stores, shares, and protects your personal information when you access or use our website, platform, and related services (collectively, the "Platform").
The Turks and Caicos Islands does not currently have comprehensive data protection legislation. In the absence of such legislation, Utopia voluntarily commits to following internationally recognized data protection principles, including those reflected in the General Data Protection Regulation (EU) 2016/679 ("GDPR"), as a baseline standard for the handling of personal information. We adopt this approach because we believe our users, wherever they are located, deserve transparent and principled data governance.
By accessing or using the Platform, you acknowledge that you have read and understood this Privacy Policy. If you do not agree with this Privacy Policy, you must not use the Platform.
2. Who We Are
Utopia Ltd. is the data controller responsible for the personal information collected through the Platform.
Utopia Ltd. 3rd Floor Graceway House, Graceway Plaza Providenciales, Turks and Caicos Islands TKCA1ZZ Email: info@utopia.tc
3. Information We Collect
We collect the following categories of personal information:
3.1 Information You Provide. When you create an Account, participate in an Offering, use the Peer-to-Peer Bulletin Board, or otherwise interact with the Platform, we may collect:
• Contact and identity information: full legal name, email address, telephone number, physical address, date of birth, nationality, and country of residence.
• Identity verification documents: government-issued photo identification (passport, driver's license, or national identity card), proof of address (utility bill, bank statement, or similar document), and, where required, source of funds or source of wealth documentation. This information is collected to satisfy KYC/AML obligations under the Proceeds of Crime Ordinance and related regulations of the Turks and Caicos Islands.
• Investment information: investment experience, intended investment amounts, and subscription details for Offerings in which you participate.
• Financial information: bank account details, payment information, and transaction records related to your use of the Platform.
• Profile information: username, password (stored in encrypted form), and Account preferences.
• Communications: records of correspondence between you and Utopia, including support inquiries and communications submitted through the Platform.
3.2 Information Collected Automatically. When you access or use the Platform, we may automatically collect:
• Device and technical information: IP address, browser type and version, operating system, device type, device identifiers, and screen resolution.
• Usage information: pages viewed, features accessed, date and time of access, referring URLs, and navigation patterns within the Platform.
• Location information: approximate geographic location inferred from your IP address.
3.3 Information from Third Parties. We may receive information about you from third-party sources, including:
• Sumsub, our identity verification provider, which may return verification results, risk scores, and sanctions screening results based on the documentation you submit.
• Issuers listed on the Platform, who may provide information relevant to your shareholder status or eligibility for particular Offerings.
• Publicly available sources, including government databases and sanctions lists, used for AML/CFT compliance purposes.
3.4 Cookies and Similar Technologies. The Platform uses cookies and similar technologies for essential purposes, including maintaining your login session, remembering your preferences, and ensuring Platform security. You may configure your browser to refuse cookies, but doing so may limit your ability to use certain features of the Platform. If we introduce analytics, advertising, or other non-essential tracking technologies in the future, we will update this Privacy Policy accordingly.
4. How We Use Your Information
We use your personal information for the following purposes:
4.1 Providing the Services. To create and manage your Account, process your participation in Offerings, facilitate transactions on the Peer-to-Peer Bulletin Board, maintain share registers, process transfers, distribute dividends or other payments, and deliver shareholder communications.
4.2 Identity Verification and Compliance. To verify your identity, conduct KYC/AML checks through Sumsub, screen against sanctions lists and politically exposed persons databases, and comply with Applicable Law, including the Proceeds of Crime Ordinance and any conditions imposed by the FSC.
4.3 Platform Operations. To maintain, improve, and secure the Platform; to monitor for fraudulent, unauthorized, or illegal activity; to troubleshoot technical issues; and to analyze usage patterns to improve user experience.
4.4 Communications. To send you service-related communications, including Account notifications, transaction confirmations, shareholder reports, and updates regarding Offerings in which you have participated. We may also send you communications about new features or Offerings on the Platform. You may opt out of promotional communications at any time by following the unsubscribe instructions in those communications or by contacting us at info@utopia.tc.
4.5 Legal Obligations. To comply with Applicable Law, respond to lawful requests from governmental authorities, enforce our Terms of Service, and protect the rights, property, and safety of Utopia, our users, and others.
4.6 Anonymized and Aggregated Data. We may create anonymized or aggregated data from your personal information for analytics, benchmarking, and research purposes. Anonymized data does not identify you individually and is not subject to the restrictions of this Privacy Policy.
5. Legal Basis for Processing
Where GDPR or similar frameworks apply to your personal information (for example, if you are located in the European Economic Area or the United Kingdom), or where we are applying GDPR principles voluntarily, our legal bases for processing include:
• Contractual necessity: processing required to perform our obligations under the Terms of Service and the Offering Documents.
• Legal obligation: processing required to comply with AML/CFT laws, tax reporting requirements, or other Applicable Law.
• Legitimate interests: processing necessary for our legitimate business interests, including fraud prevention, Platform security, analytics, and improvement of our Services, provided such interests are not overridden by your rights.
• Consent: processing based on your explicit consent, where applicable. You may withdraw your consent at any time, but withdrawal will not affect the lawfulness of processing carried out before the withdrawal.
6. How We Share Your Information
We do not sell your personal information. We may share your personal information in the following circumstances:
6.1 Issuers. We share information about you with Issuers in which you hold Shares or in which you have applied to participate, to the extent necessary for the Issuer to manage its shareholder records, comply with its regulatory obligations, and communicate with its shareholders.
6.2 Service Providers. We engage third-party service providers to perform services on our behalf, including:
• Platform infrastructure and technology providers;
• Sumsub, which provides identity verification, KYC/AML screening, and sanctions checking services;
• Payment processors and banking institutions;
• Cloud hosting and data storage providers;
• Email and communication service providers; and
• Professional advisors (including legal, accounting, and audit firms).
These service providers are contractually obligated to use your personal information only for the purposes for which it is disclosed to them and to maintain appropriate security measures.
6.3 Regulatory and Legal Disclosures. We may disclose your personal information to governmental authorities, regulators (including the FSC), law enforcement agencies, or courts if required by Applicable Law, legal process, or governmental request, or if we believe disclosure is necessary to: (a) comply with a legal obligation; (b) protect the rights, property, or safety of Utopia, our users, or the public; (c) prevent or detect fraud, money laundering, or other criminal activity; or (d) enforce our Terms of Service.
6.4 Business Transfers. In the event of a merger, acquisition, reorganization, sale of assets, or similar transaction involving Utopia, your personal information may be transferred to the acquiring entity. We will notify you of any such transfer and any choices you may have regarding your personal information.
6.5 With Your Consent. We may share your personal information with third parties when you have given us your explicit consent to do so.
7. International Data Transfers
Your personal information may be transferred to, stored, and processed in countries other than the Turks and Caicos Islands, including countries where our service providers maintain their servers and operations. These countries may have data protection laws that differ from those of the Turks and Caicos Islands.
When transferring personal information internationally, we take steps designed to ensure that your information receives an adequate level of protection, including:
• entering into data processing agreements with our service providers that include obligations to protect personal information in accordance with standards consistent with GDPR principles;
• selecting service providers that maintain recognized security certifications (such as SOC 2 or ISO 27001) where available; and
• ensuring that transfers to the European Economic Area or the United Kingdom comply with applicable transfer mechanisms, including Standard Contractual Clauses where required.
8. Data Retention
We retain your personal information for as long as reasonably necessary to fulfill the purposes for which it was collected, including to satisfy legal, regulatory, accounting, or reporting requirements.
Specifically:
• Account data and KYC/AML records: retained for the duration of your Account and for a minimum of five (5) years after Account closure or the completion of your last transaction, in accordance with AML/CFT record-keeping obligations under the Proceeds of Crime Ordinance.
• Transaction records: retained for a minimum of five (5) years from the date of the transaction, or longer if required by Applicable Law.
• Communications: retained for as long as reasonably necessary for business or legal purposes.
• Automatically collected data: generally retained for up to twenty-four (24) months, unless a longer retention period is required for security or compliance purposes.
When your personal information is no longer required, we will securely delete or anonymize it. If deletion is not immediately possible (for example, because the information is stored in backup archives), we will isolate it from further processing until deletion is feasible.
9. Data Security
We implement appropriate technical and organizational measures to protect your personal information from unauthorized access, use, disclosure, alteration, or destruction. These measures include:
• encryption of personal information in transit and at rest;
• access controls limiting access to personal information to authorized personnel on a need-to-know basis;
• regular security assessments and monitoring for vulnerabilities;
• incident response procedures, including notification of affected individuals and relevant authorities in the event of a data breach; and
• contractual requirements on our service providers to maintain appropriate security standards.
No method of transmission over the Internet or method of electronic storage is completely secure. While we strive to protect your personal information, we cannot guarantee its absolute security. You are responsible for maintaining the security of your Account credentials and for notifying us promptly at info@utopia.tc of any suspected unauthorized access.
10. Your Rights
Regardless of your location, Utopia provides you with the following rights with respect to your personal information, consistent with GDPR principles:
10.1 Access. You have the right to request a copy of the personal information we hold about you.
10.2 Correction. You have the right to request that we correct any inaccurate or incomplete personal information.
10.3 Deletion. You have the right to request that we delete your personal information, subject to our retention obligations under Applicable Law (including AML/CFT record-keeping requirements). Where deletion is not possible due to legal obligations, we will restrict processing of the relevant data to the minimum necessary for compliance.
10.4 Restriction. You have the right to request that we restrict the processing of your personal information in certain circumstances, such as when you contest the accuracy of the data or object to processing.
10.5 Portability. You have the right to receive your personal information in a structured, commonly used, and machine-readable format, and to transmit that information to another service provider, where technically feasible.
10.6 Objection. You have the right to object to the processing of your personal information based on our legitimate interests. We will cease processing unless we demonstrate compelling legitimate grounds that override your interests or the processing is necessary for legal claims.
10.7 Withdrawal of Consent. Where processing is based on your consent, you may withdraw your consent at any time. Withdrawal does not affect the lawfulness of processing carried out prior to withdrawal.
10.8 Automated Decision-Making. You have the right not to be subject to decisions based solely on automated processing, including profiling, that produce legal or similarly significant effects on you, except where such decisions are necessary for the performance of a contract, authorized by law, or based on your explicit consent.
To exercise any of these rights, please contact us at info@utopia.tc. We will respond to your request within thirty (30) days. We may require verification of your identity before processing your request. If we are unable to fulfill your request due to legal obligations, we will explain the reason.
If you are located in the European Economic Area or the United Kingdom, you also have the right to lodge a complaint with your local data protection supervisory authority.
11. Children's Privacy
The Platform is not directed at individuals under the age of eighteen (18). We do not knowingly collect personal information from children under 18. If we become aware that we have collected personal information from a child under 18, we will take steps to delete such information promptly. If you believe we have inadvertently collected information from a child, please contact us at info@utopia.tc.
12. Digital Assets and Blockchain Data
If Utopia introduces features involving Digital Assets or blockchain technology in the future, additional data practices may apply:
12.1 On-Chain Data. Blockchain transactions are recorded on public, distributed ledgers. Transaction data written to a blockchain, including wallet addresses and transaction amounts, may be publicly visible and, due to the immutable nature of blockchain technology, cannot be modified or deleted. If you use any Digital Asset features, you acknowledge that certain transactional information may become permanently recorded on a public blockchain.
12.2 Wallet Addresses. Blockchain wallet addresses may, in certain circumstances, be linked to your identity. We will treat wallet addresses associated with your Account as personal information and protect them in accordance with this Privacy Policy.
12.3 Supplemental Disclosures. If Utopia introduces Digital Asset features, we will update this Privacy Policy or publish a supplemental privacy notice to provide specific disclosures about the data practices associated with those features.
13. Changes to This Privacy Policy
We may update this Privacy Policy from time to time to reflect changes in our practices, legal requirements, or Platform features. If we make material changes, we will notify you by updating the "Last Updated" date at the top of this Privacy Policy and, where practicable, by providing notice through the Platform or by email. Your continued use of the Platform after any changes constitutes acceptance of the revised Privacy Policy.
14. Contact Information
If you have questions, concerns, or requests regarding this Privacy Policy or our data practices, please contact:
Utopia Ltd. Data Protection Inquiries 3rd Floor Graceway House, Graceway Plaza Providenciales, Turks and Caicos Islands TKCA1ZZ Email: info@utopia.tc
We aim to respond to all inquiries within thirty (30) days.