Effective date: 8 September 2026 Version: 1.0 Governing law: France. Operating parties: Cape Partners SAS (SIREN-verified) and its registered users.
Cape Partners operates a confidential, invitation-driven technology venue (the "Platform") that connects vetted sellers and buyers of French and European lower-middle-market businesses, and screens/displays anonymised or NDA-gated deal information. These Terms govern every use of the Platform. By creating an account, viewing a listing, unlocking an NDA/Teaser, or otherwise accessing the Services, you accept these Terms in full, including the Anti-Circumvention covenant in Section 6 and the Mandate requirement in Section 5.
Capitalised terms are defined in Section 1.
2.1 Neutral venue. The Platform is a technology venue and communications host. It is not a broker-dealer, an M&A broker, an investment adviser, a finder acting on your behalf, a legal adviser, an accountant, or a tax adviser. Cape Partners does not negotiate, structure, advise on, value, or execute any Transaction on your behalf by reason of providing access to the Platform.
2.2 No fiduciary/agency relationship. No mandate, agency, partnership, joint venture, broker-client, advisory, or fiduciary relationship is created by registering, viewing listings, requesting introductions, or executing any online agreement. Your access to the Platform is on an arm's-length, self-directed basis.
2.3 Self-directed transactions. You act entirely on your own behalf. You are solely responsible for conducting your own independent commercial, financial, legal, and technical due diligence, and for retaining and instructing your own legal, tax, and financial advisers.
2.4 Explicit scope of this Section. This Section is a pure venue disclaimer intended to prevent any inference that Cape Partners provides regulated services. It does not diminish your independent contractual obligations under Sections 5, 6, and 7, which bind you separately.
3.1 The Platform's matching engine, valuation outputs, and pairings are statistical and informational only.
3.2 No guarantee of a transaction. A match, pairing, high valuation score, or introduction is NOT a representation, warranty, or guarantee that: (a) a Transaction will occur; (b) a Counterparty is willing to transact; (c) any stated financials or growth metrics are accurate or continue; (d) the Counterparty is creditworthy, seller-motivated, or legally transferable; or (e) any stated valuation will be achieved. Pairings reflect disclosed inputs only and may be revoked, stale, or incomplete.
3.3 No reliance permitted on match data for investment decisions. You may not rely on Platform match scores, banded metrics, or pairings as a substitute for your own due diligence or professional advice. Cape Partners accepts no liability for outcomes (including no-transaction, overpayment, or reputation) arising from your reliance on such information.
3.4 Progress is not entitlement. Movement of a pairing through the Pipeline phases (prospecting, contact, NDA, valuation, LOI, closing) is a workflow state, not a commitment. No fee is due until a Transaction actually closes, and no right to a Counterparty accrues from Pipeline position.
4.1 Confidentiality boundary. Platform listings are organised across two tiers:
4.2 NDA obligation. By unlocking any NDA, Teaser, Infomemo, Virtual Data Room (VDR), or confidential document, you agree to hold all information strictly confidential, to use it solely for your own due-diligence evaluation of the relevant Counterparty, and to destroy or return it on request. Unauthorised redisclosure to a third party is a material breach.
4.3 Purpose limitation & mandate requirement. Information obtained on the Platform may be used ONLY for the evaluation of a Transaction through Cape Partners' processes. You may not act upon, solicit, contact, or transact with any Counterparty on the basis of Platform data except: (a) through the Platform, or (b) pursuant to a written Mandate with Cape Partners that expressly authorises the action. Acting on Platform data outside a Mandate is prohibited (Section 5).
4.4 Data masking maintained. You shall not reverse-engineer, scrape, de-anonymise, or circumvent the masking, gating, or 403-access controls of the Platform, nor attempt to infer identities from banded data or from other users' activity.
5.1 Mandates are off-platform engagements. Any Mandate between you and Cape Partners is proposed, negotiated, documented, and executed entirely OFF-PLATFORM — by direct written communication between the parties, outside the Platform's software, interfaces, and agent gateways. The Platform does not form, price, evidence, or process Mandates, and no use of Platform tools constitutes Mandate formation, acceptance, or signature.
5.2 No consent implied. Nothing in these Terms, and no NDA, Teaser unlock, message, or pairing, constitutes Cape Partners' consent to you pursuing the Counterparty independently. Absent a Mandate, your use of Platform data to contact or transact with a Counterparty is unauthorised. If you wish to pursue a Transaction, you should contact Cape Partners directly (off-platform, by written communication) to discuss entering into a Mandate for that Transaction.
5.3 Consequence of no Mandate. Pursuing a Transaction with a Platform-introduced Counterparty without a Mandate constitutes circumvention and triggers the fixed Liquidated Damages in Section 8.1 (2% of Enterprise Value).
6.1 Broad prohibition. You acknowledge that the Platform provides valuable introduction and facilitation services. For the Protected Period following the first Discovery action or disclosure of non-public information regarding a Counterparty, you shall NOT engage in any direct or indirect negotiation, exchange of confidential materials, or execution of any Transaction with that Counterparty outside the Platform, nor otherwise bypass, avoid, or circumvent the Platform's entitlement to its standard fees.
6.2 The "Tail Period". The prohibition in 6.1 runs for the full Protected Period of twenty-four (24) months from first Discovery/disclosure, regardless of when the Contact was made or when the Profile was viewed.
6.3 Affiliate & assignee coverage. This covenant binds you, your subsidiaries, parents, financial sponsors, advisers, and all named representatives, and extends to any corporate vehicle, trust, fund, or entity you use to effect a Transaction that would otherwise be in scope. Using a secondary vehicle to evade this Section is itself a breach.
6.4 Exception — documented Mandate or prior relationship. If you hold a valid Mandate for the specific Transaction, the anti-circumvention covenant is satisfied. A claim of pre-existing relationship is governed by the Prior Contact Exception in Section 7.4.
7.1 Objective triggers. A match or Discovery is established as soon as you perform any one of the following identifiable actions:
7.2 Digital audit trail as proof. System logs, timestamped user activity, IP logs, message histories, NDA executions, and data-room access records constitute conclusive evidentiary proof of Discovery and attribution for purposes of computing fees, tail periods, and breaches.
7.3 Server-side attribution. Attribution is determined by Cape Partners' servers, not by client-reported match scores or user declarations. Disputed attributions are resolved against the authoritative server audit trail.
7.4 Prior Contact Exception — strict burden of proof. You may claim a pre-existing relationship with a Counterparty ONLY if you formally log and disclose that relationship in writing within forty-eight (48) to seventy-two (72) hours of your first interaction with the relevant listing, supported by pre-existing documentary evidence (dated contracts, correspondence, or registrations predating your Platform access). Vague, unsupported, or belated claims are rejected and treated as circumvention.
8.1 Liquidated damages (fixed, 2% of Enterprise Value). A breach of the anti-circumvention covenant (Section 6) or the mandate requirement (Section 5) triggers an immediate, fixed liability equal to two per cent (2%) of the Enterprise Value of the Transaction, plus all attorney's fees, court costs, accounting costs, and collection expenses incurred by Cape Partners in enforcing this provision. The Parties agree this fixed amount is a genuine pre-estimate of Cape Partners' loss from the breach and not a penalty.
8.1a Not a success fee. The Liquidated Damages in 8.1 are a penalty for breach of these Terms only. They are independent of, and do not determine, cap, or imply, any Success Fee that may be agreed under an off-platform Mandate. Payment of Liquidated Damages does not entitle User to Cape Partners' advisory services, and does not constitute Cape Partners' consent to the Transaction or to any continued use of Platform data.
8.2 Audit rights. Where Cape Partners has reasonable cause to believe an off-platform Transaction occurred with a Platform-introduced Counterparty, you shall, on request, provide reasonable documentation — including executed purchase agreements, equity cap tables, closing statements, and deal timelines — sufficient to demonstrate whether a Transaction occurred and whether it involved a Platform-introduced Counterparty.
8.3 Suspension & blacklisting. Cape Partners may immediately suspend your access and terminate these Terms upon a suspected breach, and may report industry-wide verified breaches for the protection of its user community.
9.1 Identity verification. Accounts are corporate-gated. You warrant that you are a genuine business entity or its authorised representative. Cape Partners reserves the right to require LinkedIn matching, domain-email verification, KYC/KYB checks, or registry (SIREN/SIRET) confirmation before activating or continuing access.
9.2 Anonymous scouting prohibited. You may not maintain aliases, use personal consumer email accounts, or otherwise obscure your corporate identity to scout targets anonymously. Circumvention of identity controls is a material breach.
9.3 In-app guardrails. You shall not use the Platform's messaging to share external VDR links, contact details, or off-platform communication requests in a manner that enables circumvention. Cape Partners may apply automated detection (including pattern/regex filters) and may review flagged communications to enforce these Terms.
9.4 Prohibited conduct. You shall not: harvest listings for third parties; misrepresent your mandate or capacity; disclose confidential deal data publicly; or engage in conduct that misleads other users or undermines the confidentiality boundary.
12.1 Cape Partners provides the Platform "as is" with no warranty of fitness for any purpose except the pure venue function described in Section 2.
12.2 No liability for outcomes. Subject to mandatory provisions of law, Cape Partners shall not be liable for: (a) your failure to close a Transaction; (b) inaccuracies, staleness, or incompleteness in seller-provided data; (c) your reliance on Platform information; or (d) your due-diligence, negotiation, or deal-execution decisions.
12.3 Cap: absent wilful misconduct or fraud, Cape Partners' aggregate liability under these Terms is limited to, and shall in no event exceed, the amount of fees paid by you to Cape Partners in the twelve (12) months preceding the claim.
Cape Partners may amend these Terms on reasonable notice. Continued use of the Platform after notice constitutes acceptance. Material changes affecting the Anti-Circumvention covenant or scope of Mandate require your affirmative consent.
By making a qualifying Discovery action (Section 7.1), executing an NDA on the Platform, or otherwise accessing the Services, you confirm that you have read, understood, and agree to be bound by these Terms of Service, including the Anti-Circumvention covenant (Section 6), the Mandate requirement (Section 5), and the Confidentiality provisions (Section 4).
Name: ______________________________ Entity & SIREN/SIRET: ____________________ Role/authorised representative: ____________________ Date: ________________________________ Signature: ______________________________
This document is a legal drafting deliverable prepared for review. It must be validated by qualified legal counsel (French M&A / regulatory) before publication, particularly regarding the interaction between the pure-venue disclaimer (Section 2) and the fee-bearing anti-circumvention and Mandate provisions (Sections 5–8) under French law.