Terms of Use

These are the rules for using The Boring Desk. They are written to be read, not skimmed past. The short version: we are an intermediary that runs a sale process, not a principal, not an adviser, and not a guarantor of an outcome.

Accepting these terms

By using theboringdesk.com or any of its dashboards, you agree to these terms. If you are using the platform for an institution, you confirm you are authorized to bind it, and “you” means both you and that institution. If you do not agree, do not use the platform. Our Privacy Policy explains how we handle information and forms part of these terms.

A signed engagement letter, purchase agreement, NDA, or other transaction document controls over these terms wherever the two conflict.

What the platform is

The Boring Desk is an intermediary. We introduce a seller of a limited-partnership interest to buyers, we prepare marketing and underwriting materials, and we administer the steps of a sale process — confidentiality agreements, bids, letters of intent, purchase agreements, general-partner consent, transfer, and settlement.

We are not a party to your transaction. We do not buy or sell interests for our own account, we do not take custody of the interests being sold, and we do not hold your funds — settlement runs through third-party rails. We do not act as a fiduciary for either side unless a signed engagement letter expressly says so.

Not investment, legal, or tax advice

Nothing on the platform is investment, legal, accounting, or tax advice, an offer to sell or a solicitation to buy any security, or a recommendation about any transaction. Valuations, NAV estimates, pricing ranges, comparables, financial models, and CIM content are informational estimates built from the information available to us. They are not appraisals, not guarantees of value, and not a substitute for your own diligence. Decide with your own advisers.

Who may use it

The platform is for institutional and accredited investors. To list an interest or to bid you must be at least 18, be able to enter a binding contract, and confirm your accredited-investor status when asked. Buyers must additionally be approved by the desk and complete verification before they can bid; applying does not entitle you to approval, and we may decline or withdraw approval at our discretion.

Your account

Keep your credentials secure and do not share your account. You are responsible for what happens under it. Tell us promptly at team@theboringdesk.com if you think it has been compromised. Everything you submit — fund details, documents, mandate, firm information — must be accurate, and you must have the right to give it to us.

If you list an interest

• You confirm you own the interest you are listing, or are authorized to act for the owner, and that you may sell it subject to the fund’s own transfer restrictions.
• You are responsible for the accuracy and completeness of the documents and figures you provide. Underwriting is only as good as its inputs.
• Listing may commit you to an exclusivity period — the signup flow states its length and asks you to agree before the deal is created — during which you will not market the same interest through another intermediary, broker, or buyer.
• Almost every fund requires the general partner’s consent to a transfer, and many carry rights of first refusal. We run that process; we cannot compel a GP to consent.

If you bid

• You may only see and act on a deal once the desk has invited you and you have signed the deal NDA. Before that you see a blind profile with no fund name, no GP, and no raw NAV, and attempting to circumvent that boundary is a breach of these terms.
• Bids are priced by the platform from the deal’s NAV and submitted through it. Submitting a new bid supersedes your previous one on that deal.
• A bid is an indication of interest. Acceptance of a bid does not by itself create a binding obligation to buy — see the next section.
• You are responsible for your own diligence on the fund, the GP, and the interest. Materials we prepare do not replace it.

What is binding and what is not

Bids and letters of intent generated on the platform are expressly non-binding. Either side may withdraw before the purchase agreement without liability for the transaction itself. The purchase and sale agreement is binding when executed, on the terms it contains. Confidentiality obligations under an NDA are binding from the moment it is signed, whether or not a deal ever happens. Nothing on the platform — a match, a valuation, an invitation, an accepted bid — is a promise to transact.

No guarantee of a transaction

We do not guarantee that your interest will sell, that a buyer will be found, that any particular price will be achieved, or that a transaction will close within any timeframe. Timelines and figures described on this site are illustrative. Deals fail for reasons outside our control — a GP withholds consent, a right of first refusal is exercised, diligence turns up something, a counterparty walks, market pricing moves. Past processes are not indicative of your result.

Confidentiality and NDA obligations

Deal materials are confidential. When you sign an NDA for a deal, its terms govern what you may do with what you then see — typically that you use it only to evaluate that transaction, share it only with people inside your organization who need it for that purpose and who are bound to the same standard, and return or destroy it on request. Those obligations survive the end of the process.

Independently of any NDA, you must not disclose the identity of a seller, a fund, or a counterparty learned through the platform, and you must not approach a seller or a general partner identified through the platform to do the same transaction outside it.

The platform records material actions on a deal — documents, signatures, bids, consents, settlement events — and shows the seller and the desk which invited buyers have accessed a deal’s materials. Both are part of running a documented process.

AI-generated materials

We use AI to read uploaded fund documents and to help produce underwriting outputs, CIMs, models, buyer matches, and drafted correspondence. These outputs are drafts for human review, and a person at the desk approves anything that leaves the platform. AI can be wrong or incomplete: check anything you intend to rely on, and tell us if you spot an error. You keep ownership of the documents you upload; you grant us the right to process them to provide the service, as described in the Privacy Policy.

Fees

Creating an account, listing an interest, and applying as a buyer are free. Advisory fees are set out in the engagement terms agreed for a specific transaction and are calculated on transaction value at close. We will not invoice you a fee you have not agreed to in writing.

Acceptable use

You agree not to:

• Give false information, or impersonate a person, firm, or institution.
• Use the platform to list an interest you have no right to sell, or to bid without the intention or the means to transact.
• Try to reach data, deals, documents, or accounts you have not been granted access to, or probe, scan, or test the platform’s security.
• Scrape, crawl, or bulk-extract content, or use automated means to access the platform outside an interface we provide for that purpose.
• Republish, resell, or redistribute deal materials, underwriting, comparables, or CIM content outside the transaction they were provided for.
• Use the platform to break the law, to launder money, to evade sanctions, or in breach of a fund’s own transfer restrictions.
• Upload malware, interfere with the service, or place a disproportionate load on it.
• Circumvent the desk to transact with a counterparty introduced through the platform.

Our intellectual property

The platform, its software, its design, and the materials we produce — the underwriting method, models, templates, and site content — belong to The Boring Desk or our licensors. You get a limited, revocable, non-transferable right to use them for your own transaction. Your documents and your data remain yours.

Third-party services

The platform relies on third parties for authentication, hosting, storage, email, electronic signature, document workspace, AI processing, and settlement. Their terms apply to their part of the service, and we are not responsible for their acts or omissions beyond our own reasonable care in choosing and instructing them. The Privacy Policy names them.

Disclaimer of warranties

The platform is provided “as is” and “as available.” To the fullest extent the law allows, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that the service will be uninterrupted, error-free, or secure, or that any valuation, estimate, match, or extracted figure will be accurate or complete.

Limitation of liability

To the fullest extent the law allows: we are not liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost opportunity, lost data, or a transaction that did not happen or happened on terms you did not like. Our total liability arising out of the platform is capped at the fees you actually paid us in the twelve months before the claim, or one hundred US dollars if you paid us nothing.

Some jurisdictions do not allow certain exclusions, so parts of this section may not apply to you. Nothing here limits liability for fraud or for anything that cannot lawfully be limited.

Indemnity

You will indemnify us against claims, losses, and reasonable costs arising from your breach of these terms, your breach of an NDA or transaction document, your misuse of the platform, or the inaccuracy of information you gave us.

Suspension and termination

You may stop using the platform at any time and ask us to close your account. We may suspend or close an account that breaches these terms, that we reasonably believe is being used unlawfully, or that fails verification. Obligations that are meant to survive — confidentiality, indemnity, limitation of liability, and anything a signed transaction document imposes — survive termination. Our Privacy Policy explains what happens to your data.

Governing law and disputes

These terms are governed by the laws of [COUNSEL: confirm governing state], without regard to its conflict-of-laws rules, and disputes will be resolved in [COUNSEL: confirm venue and whether arbitration, a jury-trial waiver, or a class-action waiver should apply].

Changes to these terms

We may update these terms. We will change the date at the top of the page and, for material changes, notify account holders by email before they take effect. Continuing to use the platform after that means you accept the updated terms.

Contact

The Boring Desk, Inc. — team@theboringdesk.com, or the contact form. See also our Privacy Policy and the structural protections built into the process.