MatchDC Buyer Terms

Effective [effective date] (Version 4)

These Buyer Terms are between [MatchDC registered company name] (“MatchDC”) and the buyer organization accepting them (“Buyer”). They supplement and incorporate the Platform Terms of Service and Non-Circumvention and Introduction Fee Schedule. Buyer acknowledges receipt of the Privacy Policy and E-Sign Consent Disclosure. Capitalized terms not defined here have the meanings in the incorporated documents.

1. Free buyer access

Buyer may use available buyer functions and participate in Introductions without a membership, Introduction Fee, or commission. Suppliers may pay an opportunity-specific Introduction Fee, which does not make MatchDC Buyer’s agent and does not reduce or increase the amount Buyer owes under its separate Supply Transaction. MatchDC may charge Buyer for an optional concierge service only under a separate written agreement that Buyer affirmatively accepts before the service begins; Buyer has no obligation to accept it.

2. RFQs and authority

Buyer represents that each RFQ reflects a bona fide procurement opportunity that Buyer is authorized to pursue. Buyer will accurately state category, quantity, site state, delivery window, certification requirement, budget range, deadline, and public, matched-only, or private visibility. Buyer will promptly correct or close an RFQ that changes, is awarded, cancelled, or expires. Buyer will not post a sham RFQ to collect market intelligence, identify suppliers, test competitor pricing, obtain confidential designs, or manipulate the marketplace.

Buyer controls whether it ultimately solicits or accepts an offer, but is responsible for procurement integrity, required approvals, antitrust compliance, sanctions and export controls, funding, site and title diligence, permits, zoning, environmental review, interconnection rights, technical requirements, safety, and the separate Supply Transaction contract. MatchDC is not Buyer’s procurement agent, adviser, broker, fiduciary, engineer, or representative and cannot accept, reject, or negotiate an offer for Buyer.

3. Supplier responses and Bid Shopping

Supplier identities before Introduction, quotes, prices, ranges, lead times, availability, configurations, specifications, drawings, and messages are Confidential Information. Buyer may share them only with its personnel, financing sources, professional advisers, and contractors who need them to evaluate the relevant procurement and are bound to protect them. Buyer will not disclose one supplier’s terms to another supplier or use those terms to solicit a matching or lower bid without the first supplier’s written consent. Buyer may compare independently received bids internally and may run a fair competitive process whose rules are disclosed in advance.

Deliberate Bid Shopping is a material breach. MatchDC may immediately pause the RFQ and Buyer’s access, preserve and disclose relevant evidence to the affected supplier where lawful, terminate Buyer after notice, and seek actual damages or equitable relief. These remedies do not create an automatic commission or penalty.

4. Introductions and non-circumvention

Buyer decides whether to opt into an Introduction. When Buyer and Supplier both opt in, Supplier has accepted the applicable Opportunity-Specific Introduction Fee Agreement, and the Platform records the confirmations, Buyer becomes bound to the Introduction-specific obligations and 12-month tail in the Non-Circumvention and Introduction Fee Schedule. Buyer has no routine fee-reporting duty, but will provide reasonable transaction-status confirmation if required to resolve a good-faith dispute concerning a fee accepted by Supplier, subject to confidentiality and without disclosing unrelated commercial information. A documented prior relationship concerning the same requirement is excluded as stated in that Schedule.

5. Due diligence; no reliance

Verification is limited business-identity document review, not approval of a supplier or offering. Buyer will independently verify corporate status, beneficial ownership as appropriate, financial capacity, licenses, insurance, references, technical capability, certifications and their status, title and liens, warranties, delivery, installation, acceptance tests, cybersecurity, and regulatory compliance. Buyer will use appropriately licensed real-estate, energy, engineering, construction, and legal professionals where required. Buyer assumes all risk of selecting a supplier and entering a Supply Transaction.

6. Suspension and termination

Buyer may stop using the Platform at any time. MatchDC may suspend or terminate Buyer under the Platform Terms, including for inaccurate RFQs, misuse of data, Bid Shopping, evasion of Introduction controls, unlawful conduct, or material security risk. Termination does not end confidentiality duties or any running non-circumvention tail.

7. Controlling terms

The Platform Terms’ disclaimers, liability limits, indemnity, dispute resolution, governing law, notices, and general terms apply. If there is a conflict, a separately accepted Opportunity-Specific Introduction Fee Agreement controls only as to its opportunity, services, and fee; the Non-Circumvention and Introduction Fee Schedule controls as to an Introduction; these Buyer Terms control as to Buyer-specific duties; and the Platform Terms control otherwise.

By accepting, the signer represents authority to bind Buyer and agrees to electronic execution and delivery.