Matchi Payment Policy
1.1 This payment policy (the "Payment Policy") applies to all members of the Matchi website (the "Website"). The Website is operated by Matchi Holdings Limited, which is incorporated in Hong Kong of 12 Floor Ruttonjee House, 11 Duddell Street, Central Hong Kong, (Registration No.:1920601) ("Matchi").
1.2 By accessing the Website and being a Member, all Members accept and agree to this Payment Policy. If a Member does not agree to abide by the provisions of this Payment Policy, the Member may not access or use the Website.
1.3 Matchi reserves the right to amend this Payment Policy or add provisions to it at any time. By continuing to access or use this Website, the Member agrees to the amended versions of the Payment Policy.
1.4 Any amendment to the Payment Policy shall become binding on Members once the amended Payment Policy has been uploaded on the Website.
2.1 Unless the context dictates otherwise, all the defined terms used in this Payment Policy will have the meaning as set out in the Matchi Website General Use Terms and Conditions.
2.2 The interpretation and administration of this Payment Policy vests in Matchi.
2.3 This Payment Policy shall apply to and bind each and every Member and each and every Member shall be bound by this Payment Policy.
3 GENERAL PAYMENT OBLIGATIONS
3.1 The Matchi Innovator Terms and Conditions requires Innovators to make payment to Matchi of Submission Fees in order to submit Innovations to the Website and/or to make payments of Commission to Matchi in relation to any assignment, license, employment, joint venture or any other agreement that is entered between an Innovator and a Buyer or Sponsor. The Commission will be withheld by a Sponsor or Buyer, and will be paid over by them to Matchi. This policy contains certain obligations that must be complied with in relation to payments made to Matchi.
3.2 The Matchi Buyer Terms and Conditions requires Buyers to make payment to Matchi of Access Fees in order to access innovations from the Website. This policy contains certain obligations that must be complied with in relation to payments made to Matchi.
3.3 All Submission Fees, Access Fees, Commission and other payments to Matchi shall be made into Matchi's bank account by way of electronic funds transfer. The details of Matchi's bank account are as follows:
- Bank: HSBC Hong Kong
- Bank Address: 1 Queen's Road Central, Hong Kong
- Account No: 642042089838
- Account Holder: Matchi Holdings Limited
- SWIFT No: HSBCHKHHHKH.
3.4 Unless otherwise agreed to by Matchi in writing, all payments to Matchi shall be made in United States Dollars.
3.5 All payments to Matchi shall be made free of any set-off, deduction, cost of transfer, bank fees and other charges.
3.6 Payments of Submission Fees shall be made to Matchi on or before submission of an Innovation, and the respective submission shall not be published on the Website until such time as Matchi has received payment of the relevant Submission Fees.
3.7 Payments of Commission shall be made to Matchi within the period specified by Matchi in relation to the various types of transactions, as set out below.
3.8 Interest calculated at LIBOR plus a margin of 2% per annum or the maximum interest rate permitted by law shall accrue on the outstanding balance of all amounts due and payable but unpaid to Matchi from time to time. Such interest shall be calculated from the due date of each overdue amount to the date of payment thereof and shall be paid to Matchi on demand. "LIBOR", as aforesaid, shall mean the London Interbank Offered Rate of Interest, nominal annual compounded monthly in arrears, as quoted by HSBC Hong Kong for deposits in Hong Kong dollars.
3.9 Buyers, Innovators and Sponsors shall be liable for any and all taxes that may be payable in relation to payments due to Matchi.
4.1 The following provisions set out the payment obligations of Innovators in respect of Commission payable to Matchi:
4.1.1 in respect of an assignment, license, joint venture or any other agreement that is entered between an Innovator and a Buyer or Sponsor (other than an employment agreement), the Innovator shall pay Matchi a Commission in an amount equal to 5% (five percent) of the value of the transaction, provided that where recurring payments will be made to the Innovator by the Buyer or Sponsor pursuant to such agreement or transaction, the Commission shall only be payable in respect of a period of 36 (thirty six) months from the date on which the Buyer or Sponsor makes the first payment to the Innovator;
4.1.2 if an Innovator enters into an employment agreement or arrangement with a Buyer or Sponsor, the Innovator shall pay to Matchi an amount equal to 20% (twenty percent) of the gross annual remuneration payable to the Innovator; and
4.1.3 if a Sponsor or Buyer acquires the business of the Innovator or shareholding in the Innovator, the Innovator shall pay to Matchi an amount equal to 5% (five percent) of the purchase price.
4.2 Innovators shall provide Matchi with regular updates regarding their discussions and transactions with Buyers and/or Sponsors. The frequency of such updates shall be determined by Matchi and specified on the Website from time to time. As soon as a transaction is concluded, the Innovator shall provide Matchi with a statement which reflects the Commission due to Matchi. The statement shall be completed in the form and submitted in the manner specified by Matchi on the Website.
5 AUDIT RIGHTS
5.1 The Innovator shall:
5.1.1 ensure that full and accurate books of accounts and records of all pertinent data regarding all transactions regarding Innovations are maintained and that these are retained intact by the Innovator; and
5.1.2 allow Matchi and/or its representatives, on reasonable notice, to have access to any such books of accounts and records for the purpose of verifying the truthfulness, correctness and accuracy of any of the information contained in them, and any of the information provided to Matchi by the Innovator.
5.2 If any audit carried out by Matchi at any time indicates that any information set out in any documentation or any other information provided to Matchi by the or contained in any books of account or records is false, incorrect or inaccurate and that, as a result thereof, any amount that has been paid to Matchi was less than it should have been, then the Innovator shall forthwith pay to Matchi:
5.2.1 the difference between the amount that was paid to Matchi and the amount that should have been paid, together with interest thereon (calculated in terms of the provisions of clause 3.7); and
5.2.2 all reasonable costs incurred by Matchi arising out of or in connection with the audit or inspection, as the case may be, conducted by its auditors.
5.3 Receipt and retention by Matchi of any payment from or on behalf of the Innovator and payment of any amount by the Innovator to Matchi in respect of any Commission shall not in any circumstances be construed as an acknowledgement by Matchi as to the truthfulness, accuracy or correctness of such invoice or the amount of such payment, and shall be without prejudice to any of Matchi's rights.