Matchi Buyer Terms and Conditions
1.1 Except as otherwise agreed in writing, these Terms and Conditions, including the supporting Policies, shall govern the relationship between the Parties.
2.1 "Access Fee" means the payment to be made by the Buyer to Matchi on subscribing as a Member to the Website.
2.2 "Agreement" means the agreement between the Parties, consisting of these Terms and Conditions.
2.3 "Buyer" means an authorized buyer member in good standing, who has subscribed on the Website, and who is interested in acquiring ownership of or a license in relation to Innovations.
2.4 "Commission" means the payment required to be made, in terms of clause 6 and the Innovation Payment Policy, by the Innovator to Matchi, in the event of any agreement being entered into between the Innovator and a Sponsor or Buyer, relating to the Innovation. The Sponsor or Buyer shall be requested to withhold the Commission and pay it directly to Matchi.
2.5 "Competition" means any competition managed by Matchi, from time to time, in accordance with the rules thereof and the Competition Policy.
2.6 "General Terms and Conditions" means the Matchi General Terms and Conditions.
2.7 "Innovator" means an authorised innovator member in good standing, who has subscribed to the Website, and who has created and developed or has an interest in, a concept or Innovation, which it wishes to or has submitted to the Website, for possible publication on the Website.
2.8 "Innovation" means a developed inventive or innovative concept or product, which may range in maturity up to a fully developed concept or innovation, which is already a mature or viable prototype, pilot project, proof of concept or product, and includes the Innovation Details.
2.9 "Innovation Details" means the complete description of the Innovation and how it works including any data, details, information, diagrams, videos and supporting documents.
2.10 "Innovation Lifecycle" means the progression and lifecycle of an Innovation on the Website.
2.11 "Intellectual Property" means and includes patents, inventions, registered designs, copyright, trade marks, know how, trade dress, confidential information and other related intellectual property.
2.12 "Member" means and includes subscribed and authorized members of the Website including Innovators, Buyers and Sponsors, as set out in Matchi's Membership Policy from time to time.
2.13 "Matchi" means Matchi Holdings Limited, which is incorporated in Hong Kong of 12 Floor Ruttonjee House, 11 Duddell Sreet, Central Hong Kong, (Registration No.:1920601).
2.14 "Membership Policy" means the Policy regulating the Buyer's membership of the Website.
2.15 "Parties" means Buyer and Matchi and "Party" will mean either of them.
2.17 "Problem Statement" means a statement setting out the problem, challenge or difficulty the Innovation seeks to address.
2.18 "Sponsor" means an authorised sponsor member in good standing, who has subscribed on the Website, entered into an agreement with Matchi and has been granted sponsor status for an identified Territory by Matchi.
2.19 "Terms and Conditions" means these terms and conditions as well as the General Terms and Conditions and the Policies.
2.20 "Website" means the Matchi website which attracts and receives Innovations from Innovators and Vendors, manages the Innovation Life Cycle and generally deals with the Matchi System of facilitating, introducing and matching Innovations and Innovators with Sponsors and Buyers.
2.21 "Website General Terms and Conditions" means the general terms and conditions regulating use of the Website.
3.1 The membership duration for a Buyer is unlimited, subject to these Terms and Conditions and the provisions of the Membership Policy.
3.2 Either Party shall be entitled to terminate this Agreement by way of written notice to the other Party.
4 BUYER'S RIGHTS AND OBLIGATIONS
4.1 The Buyer shall be bound by these standard Terms and Conditions in all transactions relating to the viewing of Innovations and any dealings therein.
4.2 The Buyer shall submit his or her full details, as required, on to the Website.
4.3 The Buyer shall become and remain a Member, subject to the Membership Policy, in accordance with Matchi's sole discretion.
4.4 Upon completion of Matchi's review process relating to an Innovation, and in the event that the Innovation is accepted by Matchi, the Innovation shall firstly be shown to Sponsors for a 30 (thirty) day period. During this period the Innovation will not be viewable by Buyers. In the event that a Sponsor is interested in the Innovation, it may exclusively lock the Innovation for further viewing for a further 60 (sixty) day period so as to enable the Sponsor to negotiate directly with the Innovator to possibly enter into an agreement with the Innovator. If no agreement is entered into between the Innovator and a Sponsor, the Innovation shall thereafter, be made available to be viewed by Buyers.
4.5 The Buyer shall be entitled to view innovations in accordance with the Innovation Lifecycle and these Terms and Conditions.There are no limits on the number of times that a Buyer may view Innovations.
4.6 In the event that the Buyer has a greater interest in an Innovation, it is also entitled to contact on Innovator directly and negotiate with them regarding an Innovation. The Buyer is entitled to open up and close down communications with an Innovator.
4.7 The Buyer shall abide by and comply with the Matchi Code of Ethics Policy, as it exists from time to time.
4.8 The Buyer shall act in accordance with the Innovation Life Cycle Policy, as prescribed by Matchi from time to time.
5 MATCHI'S RIGHTS AND OBLIGATIONS
5.1 Matchi shall upon receipt of the application by the Buyer to become a member, review the Buyer's application in accordance with the Membership Policy. The Buyer's application for application and its continued membership shall be dealt with in accordance with the Membership Policy. If the Buyer is accepted as a member, this will be communicated to the Buyer by Matchi. Matchi reserves the right to at any stage suspend or terminate the Buyer's membership.
5.2 Matchi shall allow the Buyer to view all relevant Innovations, excluding those which have been locked by Sponsors , on an ongoing basis.
5.3 Matchi reserves the right to reasonably decline any submissions, ideas, concepts or details submitted by the Innovator. Matchi shall not be obliged to place any submission or Innovation on the Website and shall not be liable in any way whatsoever for a failure to do so. Matchi reserves the right to, at any stage, attend to a fuller review of the Innovation and, in its sole discretion, to decline the submission and Innovation and remove it from the Website. Matchi shall not be obliged to provide any reasons for any decision.
5.4 Matchi shall abide by its privacy and confidentiality policy, as reflected on the Website from time to time.
5.5 The primary purpose of the Website and of Matchi in relation to the Website is to facilitate the submission of Innovations, to publish Innovations on the Website, and to essentially match up Innovations and Innovators with Sponsors and Buyers. Despite this, Matchi shall not be obliged to facilitate transactions between the Buyer and Innovators. Matchi makes no warranties or representations, express or implied, regarding Innovators or Innovations. The Innovator shall be responsible for obtaining independent professional advice regarding Innovations and transactions with Innovators.
5.6 Matchi shall not incur any liability of whatever nature and howsoever arising, in any way from any injury, loss or damage to any person, including the Buyer, as a result of any submissions to the Website or dealings therein.
5.7 Matchi does not act as the agent of Innovators. Furthermore, nothing herein contained shall constitute either Party to be the partner, representative, agent, joint-venturer or employee of the other Party.
6.1 The Buyer shall make payment to Matchi in accordance with the Payment Policy in existence from time to time. This may include:
6.1.1. Payment of an Access Fee by the Buyer to Matchi on becoming a Member of the Website
6.2 In the event that any assignment, license, employment, joint venture or other agreement or transaction, whatsoever is entered into between the Buyer and the Innovator, in relation to the Innovation, the Innovator shall be obliged to pay the Commission in relation to any such agreement to Matchi. The Buyer will however be obliged to withhold the Commission from the amounts payable by the Buyer to the Innovator, and shall pay the Commission directly to Matchi on behalf of the Innovator
6.4 The Commission of 5% (five percent) for any acquisition, assignment or any other agreement or transaction between the Buyer and the Innovator shall be calculated on the full amount payable by the Buyer to the Innovator.
6.5 In respect of a license on usual market related terms, the 5% (five percent) Commission will be calculated on the total of any upfront fee, plus the total of all payments to be made during the first 36 (thirty six) months of the Parties entering into any such agreement.
6.6 In the event that the Innovator is employed by the Buyer, then the Buyer shall pay to Matchi a 20% (twenty percent) Commission on the gross remuneration package of the Innovator for the first year, in accordance with best practice placement terms and conditions.
7 INTELLECTUAL PROPERTY
7.1 Matchi shall at all times retain full ownership and all rights in respect of all Intellectual Property it owns and which relates to the Website.
7.2 The Innovator shall similarly retain ownership of all his or her Intellectual Property rights, which may be enjoyed in respect of all submissions to the Website including the Innovation.
7.3 The Buyer shall have no rights to use the Intellectual Property of Matchi or of the Innovator, otherwise than in accordance with these Terms and Conditions and subject to any agreement which may be entered into between the Innovator and Buyer.
7.4 The Buyer grants to Matchi the rights to use the Buyer's name, trade marks, logo, biographical information, pictures, images and likeness in any part of the Website (including public and secure areas) and in marketing and promotional correspondence and materials.
8 EXCLUSION OF WARRANTIES
8.1 Matchi makes no representations whatsoever and gives no guarantee whatsoever in relation to any submission or Innovation submitted or placed on the Matchi Website. All representations, conditions and warranties whatsoever, whether implied or otherwise, are hereby expressly excluded.
8.2 Further, Matchi makes no warranties, express, implied, statutory or otherwise in respect of any aspect relating to an Innovation or any rights in respect of, or to acquire ownership of or a license to use the Innovation.
8.3 Matchi also does not warrant that any Innovation is viable, merchantable, fit for any purpose, competent, error free or will in any way meet the Sponsors or Buyers requirements. All possible implied or other warranties relating to the viability, competence, nature or fitness of the Innovation, for a particular purpose or for any purpose, whatsoever, are expressly disclaimed and excluded.
8.4 The entire risk as to the performance, competence, viability or any aspect of the Innovation is assumed by the Sponsor or Buyer, should they choose to enter into negotiations and into an agreement with the Innovator.
8.5 Except as expressly set out in these Terms and Conditions, Matchi makes no other representations, extends no warranties, express or implied, and assumes no liabilities or responsibilities with respect to the Innovation, the possible acquisition, use or licensing thereof or any other aspect in relation to the Innovation or any aspect or facility provided by or relating to the Website.
9 NO LIABILITY
9.1 Matchi does not in any way defend, indemnify and in any way hold the Innovator harmless from and against any and all claims, liabilities, damages, penalties or the like arising out of or relating to the Innovator's submission of the Innovation to the Website. All Matchi's express or implied obligations, are expressly denied.
9.2 Without derogating from generality of any of the provisions hereof, Matchi shall not at any time be liable for any claims of whatsoever nature and howsoever arising for direct or consequential loss or damage which may have been sustained by the Buyer in connection with submissions made to the website and theBuyer hereby indemnifies against all such claims.
- 10.1 No indulgence which Matchi may grant to the Innovator shall in any way be deemed to affect, prejudice or derogate from the rights of Matchi, nor shall such indulgence constitute a waiver or novation of any of the rights of Matchi, who shall not thereby be precluded from exercising any rights against the Buyer, which may have risen in the past or which may arise in the future.
11 WHOLE AGREEMENT AND UPDATES
- 11.1 The Member Terms and Conditions, together with the Website General Use Terms and Conditions and Policies, constitute the entire agreement between the Parties who acknowledge that there are no other oral or written understandings or agreements between them.
11.2 Matchi reserves the right to modify, supplement, update or replace the terms of this Agreement, which shall be effective upon posting the updated draft at www.matchi.biz or notifying Buyer in writing. In the event of any such change to the Agreement, which the Buyer does not agree with, the Buyer may terminate this Agreement on notice to Matchi, at any time. All the obligations of the Parties incurred during the term of the Agreement, such as payment, intellectual property and the confidentiality provision, shall remain binding, provided that the Buyer shall have no claim against Matchi on account of or relating to termination of this Agreement.
12 APPLICABLE LAW
12.1 All transactions and dealings shall be governed in all respects, by, and shall be construed and interpreted according to the laws of Hong Kong.
13.1 The Innovator chooses its domicilium address details as those which have been submitted to the Website or as otherwise notified to Matchi in writing from time to time.
13.2 The domicilium address details of Matchi are as follows:
- Physical and Postal Address: 12th Floor, Ruttonjee House, 11 Duddell Street, Central, Hong Kong
- Telephone No.: +852 2293 2406
- Facsimile No.: +852 2810 4525
13.3 Notification shall be in writing by email provided that there is no indication to the sender that the notice was not received by the recipient.
14.1 If any dispute arises out of or in connection with this Agreement, including any question regarding its existence, enforceability, validity, interpretation or termination, the Parties hereto shall endeavour to settle such dispute amicably. The attempt to bring about an amicable settlement is considered to have failed as soon as one of the Parties hereto gives a notice thereof to the other Party in writing, provided that the parties have attempted to resolve the dispute for a period of at least 30 (thirty) days.
14.1 If an attempt to resolve a dispute has failed, the dispute shall be referred to and finally resolved by arbitration under the rules of the Hong Kong International Arbitration Centre, which rules are deemed to be incorporated by reference into this clause.
14.2 The arbitral tribunal shall consist of one arbitrator who shall either be a solicitor or barrister admitted to practice in Hong Kong for at least 10 years (the "Arbitrator"). The parties to the Dispute shall attempt to agree the Arbitrator within 20 (twenty) days of the commencement of the arbitration failing which the Hong Kong International Arbitration Centre shall appoint the Arbitrator. The seat, or legal place, and the place in which proceedings will be held, shall be Hong Kong. The language of the arbitration shall be English. The costs of the arbitrator shall be borne equally between the Parties or as the arbitrator otherwise directs
14.3 Nothing in this clause 14.1 shall prevent either Party from having recourse to a court of competent jurisdiction for the sole purpose of seeking a preliminary injunction or such other provisional relief as it considers necessary to avoid irrepairrable damage. In calculating the limitation period for any claim that is ultimately referred to arbitration, the period between the date of the service of notice of the dispute and the date on which the Parties are free to refer the claim to arbitration shall be excluded.
15.2 Membership Policy
15.3 Payment Policy
15.4 Code of Ethics