compass · terms of service · last updated 2026-06-14
Terms of Service
Draft for review — this is a working template pending sign-off by qualified legal counsel. It is not the final agreement and should not be relied on as legal advice.
These Terms of Service ('Terms') govern your access to and use of Compass, an invite-only origination desk for commodity sourcing and brokering. By accessing the platform or accepting an invitation to it, you agree to these Terms. If you do not agree, do not use Compass.
1. Acceptance of These Terms
By signing in to or otherwise using Compass, you confirm that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you accept these Terms on behalf of an organisation, you confirm you are authorised to bind that organisation.
2. Eligibility, Invite-Only Access, and Sanctions
Compass is provided to a closed group of invited members. Access is provisioned by us; there is no public registration, and you may not create or share accounts. You must be at least 18 years old and legally able to enter into binding contracts in your jurisdiction.
We offer Compass only where we can lawfully provide it, and we may restrict, decline, or withdraw access from any jurisdiction whose legal requirements we cannot currently meet. Nothing here is an offer of the service where it would be prohibited.
You represent and warrant that you are not located in, ordinarily resident in, organised under the laws of, or otherwise subject to a restricted jurisdiction, including Iran, North Korea, Cuba, Syria, Crimea, or the so-called Donetsk People's Republic (DNR) or Luhansk People's Republic (LNR).
You represent and warrant that you are not identified on the OFAC Specially Designated Nationals and Blocked Persons List, the EU Consolidated Financial Sanctions List, the United Nations Consolidated Sanctions List, or the UK Financial Sanctions List, and that you are not acting on behalf of any such person or entity. You are solely responsible for assessing and complying with all sanctions, export-control, anti-money-laundering, and other laws that apply to your use of the platform.
3. Your Account
You are responsible for the security of your account and credentials, for enabling available security features such as two-factor authentication where required, and for all activity that occurs under your account. Keep your contact details accurate, and notify us immediately at support@waitlistcompass.com if you suspect any unauthorised use.
4. The Service
Compass provides tools for the operating team to source, vet, track, and progress commodity-sourcing opportunities — including an inbox for inbound enquiries, deal and outreach workflows, reference material, and analytics. We may add, change, or remove features over time. The service is provided for your internal business use within the team to which you belong.
Compass is an informational and operational tool. It is not itself a commodity broker, exchange, investment adviser, or party to any transaction, and the platform itself does not provide financial, investment, legal, or tax advice.
5. Acceptable Use
You may not use the service to violate any applicable law, regulation, court order, sanctions regime, export-control requirement, or third-party right.
You may not scrape, crawl, bulk-harvest, index, extract, copy, or systematically collect data from the platform by automated means or otherwise, except as expressly authorised by us in writing.
You may not reverse-engineer, decompile, disassemble, attempt to derive source code from, bypass access restrictions on, or otherwise interfere with the platform, its security measures, or its underlying systems.
You may not upload, transmit, distribute, or introduce malware, ransomware, spyware, malicious scripts, corrupted files, or any other harmful code, nor interfere with platform availability, integrity, or performance.
You may not impersonate any person or entity, misrepresent your identity, affiliation, authority, licensing, certifications, or regulatory status, or submit false, misleading, or incomplete account or business information.
You may not use the platform to circumvent sanctions laws, trade restrictions, or export controls, or to facilitate dealings involving restricted persons, restricted jurisdictions, or prohibited end uses.
You may not post fictitious deals, fabricated bids, false offers, fake inventory, sham offer sheets, or other misleading commercial content, nor solicit upfront fees, deposits, or similar prepayments through the platform unless expressly approved by us in writing.
You may not use the platform to facilitate or conceal money laundering, terrorist financing, sanctions evasion, fraud, bribery, corruption, or any other financial crime.
We may suspend or terminate accounts that violate this policy.
6. Confidentiality and Non-Disclosure
The desk contains confidential and commercially sensitive information — including counterparties, leads, deal terms, pricing, sourcing relationships, methods, and other non-public information belonging to Compass, the operating team, or third parties (collectively, 'Confidential Information').
You will keep Confidential Information strictly confidential; use it only to perform your role on the desk; not disclose it to anyone outside the team without authorisation; and not use it for your own benefit or the benefit of any third party. These obligations continue after your access ends. This is a binding confidentiality and non-disclosure commitment; where the signed agreement applied during onboarding is more specific, that agreement governs.
7. Data, Privacy, and Analytics Consent
Your use of Compass is subject to our Privacy Policy. You consent that the activity, outreach records, deal data, communications, and usage you generate on the desk may be collected, stored, and analysed by Compass to operate, secure, and improve the product, to produce aggregate business and performance analytics, and to support future products.
Where you bring third-party communications or personal data into the platform (for example by pasting or forwarding messages into the inbox), you confirm you have a lawful basis to do so, and you are responsible for that data as between you and Compass.
8. Intellectual Property
Compass, including its software, design, content, and trademarks, is owned by us or our licensors and is protected by law. We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the platform for your role for as long as you are authorised. You retain rights in the data you lawfully bring to the platform, and grant us the rights needed to host and process it to provide the service.
9. Market Data and No Professional Advice
Information on Compass — including market data, price indicators, vessel and cargo information, leads, and analytics — is provided for general, informational, and operational purposes only. It is not investment, financial, trading, legal, tax, or other professional advice, and it may be delayed, estimated, incomplete, or subject to revision.
Past market patterns and price indicators do not guarantee future results. You are responsible for your own decisions and should obtain independent professional advice where appropriate. We do not warrant the accuracy, completeness, or timeliness of any data displayed, and we have no control over the accuracy of user-entered content or the outcome of any deal or negotiation.
10. Third-Party Services
Compass integrates with third-party services (for example messaging, email, and AI providers). Your use of those services is governed by their own terms and privacy policies, and we are not responsible for them. Where you supply your own provider key, you are responsible for your account with that provider and for any usage and charges.
11. Disclaimers
To the maximum extent permitted by law, Compass is provided 'as is' and 'as available', without warranties of any kind, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and availability or accuracy. We do not warrant that the platform will be uninterrupted, error-free, or secure. Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you.
12. Limitation of Liability
To the maximum extent permitted by law, Compass and its affiliates, directors, and employees will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business, arising out of or relating to your use of the platform. Our total aggregate liability for all claims relating to the platform will not exceed one hundred US dollars (US$100). Nothing in these Terms limits liability that cannot be limited or excluded under applicable law.
13. Indemnification
You agree to indemnify and hold harmless Compass and its operators from any claims, losses, liabilities, and expenses (including reasonable legal fees) arising out of your breach of these Terms, your misuse of the platform, or your violation of any law or third-party right, including in respect of data you bring into the platform.
14. Suspension and Termination
We may suspend or terminate your access at any time if you breach these Terms, if required by law, or to protect the platform, its users, or third parties. You may stop using Compass at any time. On termination, your right to access the platform ends, and we may delete your data in line with our Privacy Policy. Sections that by their nature should survive — including confidentiality, intellectual property, disclaimers, limitation of liability, and indemnification — will continue to apply.
15. Governing Law and Dispute Resolution
These Terms are governed by the laws of England and Wales, without regard to conflict-of-laws rules, and the courts of England and Wales will have jurisdiction over any dispute, except where mandatory local law gives you a non-waivable right to bring proceedings elsewhere. (The governing law and venue are placeholders in this draft and will be confirmed before these Terms are finalised.) We will try to resolve any dispute informally first — contact us using the details below.
16. Changes to These Terms
We may update these Terms as the product or the law changes. The 'last updated' date at the top shows the current version. If we make material changes, we will take reasonable steps to notify you. Your continued use after an update means you accept the revised Terms.
17. Contact
Questions about these Terms? Contact us at legal@waitlistcompass.com. (This contact route and the responsible legal entity are placeholders in this draft and will be confirmed before these Terms are finalised.)
This document does not constitute legal advice. Consult qualified legal counsel for jurisdiction-specific questions.