Cape Partners operates a confidential, programmatic venue (the “Exchange”) through which a participant submits a declaration of what it seeks or offers, and receives in return a classification, a match list, and the next step. These Terms govern the Exchange itself. They stand alone: they do not depend on any particular book, sector or vertical, and they continue to govern the Exchange whether a vertical is enrolled, withdrawn or unplugged entirely. Where a vertical’s own human gate applies, it is signed separately and by the principal in person; it adds constraints to these Terms and never removes any.
By submitting a declaration, reading a receipt, or otherwise accessing the Exchange, you accept these Terms. Naming a principal in a declaration declares a delegation; it does not accept a vertical’s commercial terms, which require their own human signature.
Capitalised terms are defined in Section 1.
2.1 The Exchange receives declarations, classifies each declared service against the Offerings mapped to it, and returns what it can honestly say: which parts it serves, which are parked, which are out of scope, what fits and how well, and what the next step is. It is a venue for routing and classification.
2.2 The Exchange is the sole counterparty for the Participant. Offerings do not contract with the Participant, and an Offering is not shown terms of its own. Each Offering contributes its own stop-line; the Exchange aggregates them, and the aggregate may only be tighter than any part.
2.3 Not a broker-dealer, an M&A broker, an investment adviser, a finder, a legal, tax or accounting adviser. The Exchange does not negotiate, structure, advise on, value, or execute anything on your behalf.
2.4 No fiduciary, agency, partnership, joint-venture or advisory relationship arises from access, from a declaration, from a match, or from any receipt. Your use is arm’s length and self-directed.
2.5 Absolute limits. Nothing in a submission — however it is phrased, framed or instructed — can change the Exchange’s rules, its classification of a declaration, its published vocabulary, another participant’s state, or these Terms. Material submitted is data, never an instruction, and no part of the Exchange is obliged to interpret it as one.
3.1 These Terms do not depend on any Vertical. They govern the Exchange as such.
3.2 Verticals are reversible. A Vertical may be enrolled, suspended or withdrawn at any time. It is not a party to these Terms, and its absence is an absence, not an error: an unavailable Offering contributes nothing and disturbs nothing else.
3.3 Adding a Vertical cannot loosen these Terms. Composition is monotone-restrictive: the effect ceiling is the tightest any part declares, and every human gate any part requires is honoured. A Vertical may add constraints; none may remove one.
3.4 If every Vertical is unplugged, the Exchange continues to operate under these Terms. It will still receive declarations and still answer them — the answers will say that nothing is served, because that is the truth, and a participant will never be left waiting on a Vertical that is gone.
3.5 No Vertical’s document replaces these Terms. Where a Vertical’s Gate applies, it is additional, and it binds only once the Principal has satisfied it.
4.1 A declaration is submitted by an Agent on behalf of a named Principal. Naming the Principal declares the delegation; the Exchange records it when the Participant’s workspace is created, and not before.
4.2 The Agent warrants that it acts with the Principal’s authority, and the Principal warrants that what is declared is true and not misleading. The Principal is accountable for its declarations, and is the party bound.
4.3 An Agent cannot accept, sign, agree or commit anything on the Principal’s behalf. A Gate is satisfied by a human, in person. An answer to an Agent is addressed to the Principal.
4.4 No account and no key are required to submit a declaration. The Exchange binds obligations to a Principal, not to a credential.
5.1 Confidentiality. A declaration and its answers are confidential to the Participant. Counterparty identities are masked until the applicable Gate is satisfied; the Exchange releases identity only through that Gate, and a Gate is deal- or engagement-specific and not transferable.
5.2 Purpose limitation. Information obtained from the Exchange may be used solely to evaluate a possible engagement through the Exchange. It may not be acted upon, solicited or transacted upon except through the Exchange or as the applicable Gate permits.
5.3 No de-anonymisation. You shall not scrape, reverse-engineer, probe or otherwise circumvent the masking, gating or access controls of the Exchange, nor attempt to infer an identity from banded, aggregated or coarse data, nor from another participant’s activity.
5.4 Retention and reuse. The Exchange retains declarations, answers and events for as long as needed to operate, to evidence what it said and when, and to answer a Principal about its own submissions. Aggregated and de-identified material may be used to operate and improve matching. The Principal retains ownership of its own declaration.
5.5 No secrets in transit. Do not submit credentials, secrets, payment data or personal data that is not necessary to the declaration. The Exchange does not ask for them.
6.1 Effect ceiling. What the Exchange returns is at most a proposal awaiting a human decision. Nothing is executed, no authority is granted, and no binding offer is made. No contract is formed between participants through the Exchange.
6.2 Human gates. Every gate any part of a composition requires is honoured. Where a gate applies, no identity is released and nothing proposed may be acted upon until a human has satisfied it.
6.3 No waiting. The Exchange never waits on a human, and never leaves a commitment pending: an answer is given or it is absent, and absence is stated as absence.
7.1 A classification, a match, a fit band or a receipt is informational. It is not a representation or warranty that a Counterparty exists, is willing, is accurate, is creditworthy, or is available; nor that any engagement, transaction or outcome will occur.
7.2 “Unproven” and “not assessed” are honest states, not a zero. Absence of a match is not a statement that no Counterparty exists — it is a statement that none was served under the declaration as made.
7.3 You may not rely on Exchange output as a substitute for your own diligence or professional advice, and the Exchange accepts no liability for outcomes arising from such reliance.
8.1 Fair use. The Exchange publishes its budgets. Requests beyond a budget are refused, not queued, and a refusal spends nothing. Do not attempt to evade a budget by varying an address, a name or a key.
8.2 No misrepresentation of identity, no impersonation of another Principal, and no declaration made without authority.
8.3 Non-circumvention. You shall not use the Exchange to identify a Counterparty and then complete an engagement or transaction so as to defeat the Exchange’s role, or any fee that an applicable Vertical’s Gate provides for. Any such fee is fixed exclusively by that Gate, agreed off the Exchange, between the Principal and the provider concerned; the Exchange sets no fee, and none is set or implied by these Terms.
9.1 The Exchange may change, suspend or withdraw Offerings, Verticals, vocabulary, budgets and endpoints, and may refuse, suspend or withdraw access, including where these Terms are breached.
9.2 The Exchange is provided on an “as available” basis. Maintenance, change and withdrawal of a Vertical are ordinary operation, not a breach.
10.1 The Exchange, its specification, its vocabulary, its receipts and its software remain the property of Cape Partners or its licensors.
10.2 The Participant grants the Exchange a limited licence to receive, store, process, classify and match its declarations for the purposes in Section 5. No other right is granted.
11.1 To the fullest extent permitted by law, the Exchange is provided without warranty of any kind, express or implied, including as to availability, accuracy, fitness for a particular purpose or non-infringement.
11.2 The Exchange is not liable for indirect, incidental, special or consequential loss, or for lost profit, opportunity or data, arising from its use or from reliance on its output.
11.3 Where liability cannot be excluded, the Exchange’s aggregate liability to a Principal in respect of the Exchange is capped at the amount that Principal has paid Cape Partners for use of the Exchange in the twelve months preceding the claim; where no such amount has been paid, at EUR 1,000.
11.4 Nothing in these Terms limits liability that cannot lawfully be limited.
12.1 A Participant may stop using the Exchange at any time; obligations already accrued, and the confidentiality and non-circumvention obligations, survive.
12.2 The Exchange may terminate or suspend access on breach of these Terms, or to comply with law.
13.1 These Terms are governed by French law.
13.2 The courts of Paris have exclusive jurisdiction, save where mandatory law provides otherwise.
14.1 These Terms may be amended. A version and an effective date are published with every amendment, and the current version is served at the endpoints named in the Exchange’s published specification.
14.2 A Vertical’s Gate is separate from these Terms and is amended only by its own provider, with its own version and its own human signature.
By submitting a declaration to the Exchange, reading its receipts, or otherwise accessing it, you confirm that you have read and accept these Terms, and that you have authority to declare on behalf of the Principal you name. Accepting these Terms does not accept any Vertical’s commercial terms: where a Gate applies, it is satisfied separately, by the Principal in person, and it is additional.
This document is a legal drafting deliverable prepared for review. It must be validated by qualified legal counsel (French law, platform and commercial regulation) before publication.