General Fee Terms.
The General Fee Terms sets out supplementary terms in respect of your use of the Platform and additional services or functions you may subscribe to. In the event of any conflict or inconsistency between any provisions of the General Terms of the Dealcierge Terms and Conditions (the Agreement) and the provisions of this General Fee Terms, the General Fee Terms shall prevail in respect of the matters contained therein to the extent of such conflict or inconsistency.
Capitalised terms not otherwise defined herein shall have the meaning as ascribed in the Agreement.
Success Fee payable on completion of each Transaction
1. Dealcierge charges a success fee from users of the Platform for the closure or completion of each Transaction that originated from the use of the Platform (Success Fee).
2. For each Transaction in which you are a Buyer or Seller, you hereby agree to pay to Dealcierge a Success Fee as quoted to you by Dealcierge, and as accepted by you in your chosen Fee Package within five (5) Business Days of closing of the Transaction. If you cease to be registered as a user of the Platform, your obligation to pay a Success Fee shall continue to apply in respect of any Transaction that closes within 12 months from the date on which you cease to be registered as a user of the Platform.
3. If you have been having active discussions with a relevant Counterparty / Target that subsequently became introduced to you by Dealcierge, where such discussions took place prior to the said introduction being made by Dealcierge (Third Party Active Discussions), then Dealcierge agrees to waive payment of the said Success Fee provided that all of the following conditions are met:
i. Third Party Active Discussions have been ongoing within the preceding six (6) month period prior to Dealcierge making the relevant introduction;
ii. you inform Dealcierge in writing regarding the Third Party Active Discussions within ten (10) Business Days following the Dealcierge introduction; and
iii. you are able to evidence and demonstrate to the satisfaction of Dealcierge, the existence of the Third Party Active Discussions noted in paragraph 3 (i) above between you and the Counterparty / Target.
4. It is expressly understood that a separate Success Fee shall be payable in respect of each Transaction in the event of more than one Transaction occurring.
Receipt of Offers from Buyers or Investors
5. If you as a Seller, receive a Non-Binding Offer (NBO), Term Sheet, Memorandum of Understanding (MoU), or any similar non-binding indications of interest from a Counterparty (collectively “Non-Binding Offers”), and these Non-Binding Offers were originated from the use of the platform, you agree to pay Dealcierge by the Invoice Due Date, a Fee as quoted by Dealcierge and accepted by you in your chosen Fee Package for each Non-Binding Offer that you receive.
6. For the avoidance of doubt, should you close a Transaction with the Counterparty, the provisions of the General Fee Terms shall mutatis mutandis apply to such Transaction. In such a case, the Success Fee for the closure or completion of the Transaction shall be payable and the Fee set out in paragraph 5 above shall not be payable by you.
Introductory Fee for Commercial Partnerships
7. If you enter into a commercial collaboration with a Counterparty, which transaction does not involve an investment (“Commercial Partnership”), you agree to pay Dealcierge by the Invoice Due Date, an Introductory Fee as quoted by Dealcierge and accepted by you in your chosen Fee Package for each collaboration agreement that you sign with the said Counterparty.
8. For the avoidance of doubt, should you close a Transaction with the Counterparty, the provisions of the General Fee Terms shall mutatis mutandis apply to such Transaction. In such a case, the Success Fee for the closure or completion of the Transaction shall be payable and the Introductory Fee set out in paragraph 7 above shall not be payable by you.
Value-Added Services
9. From time to time, you may be asked if you wish to receive certain value-added products and services provided by Dealcierge and/or third parties (Value-Added Services). If a particular Value-Added Service attracts a fee (separate to any Success Fee), Dealcierge will notify you (either via the Platform or separate written communication) of such fee and request you to confirm whether you wish to receive the relevant Value-Added Service for the applicable fee. Upon your confirmation that you wish to receive the relevant Value-Added Service, you will be liable to pay the applicable fee for the relevant Value-Added Service provided to you.
