Terms of Service

1. Acceptance of Terms

Welcome to Matchii ("we," "us," "our"), a platform operated by Brieflly Inc., incorporated in Toronto, Ontario, Canada. By accessing or using our website and services at https://staging.matchii (the "Platform"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use our Platform.

2. Description of Service

Matchii is a marketplace platform that connects clients seeking professional services with vetted agencies across three primary service tracks:

Track A: Marketing & Growth - Demand generation, brand positioning, and audience development
Track B: Creative & Content - Visual design, production, and brand identity
Track C: Development & Technical - Software development, platforms, and infrastructure

We facilitate project matching, provide AI-powered project scoping, generate Statements of Work (SoW), manage escrow payments, and oversee project completion. We do not directly provide the professional services - those are delivered by independent agencies.

3. User Roles and Eligibility

3.1 Client Users

Clients are individuals or businesses seeking professional services. You must be at least 18 years old and have the legal capacity to enter into contracts.

3.2 Agency Users

Agencies are service providers offering professional services across our service tracks. Agencies must:

Be a registered business entity with valid business registration
Complete our onboarding and verification process
Provide proof of business legitimacy and relevant credentials
Maintain professional liability insurance where applicable

4. Credit System

4.1 Credits as Payment Method

Matchii uses a credit-based payment system. Clients purchase credits that are used to pay for agency services. The credit-to-fiat conversion rate is locked in at the time of credit purchase based on your subscription tier.

4.2 Credit Purchase

Credits are purchased through Stripe payment processing
Credit rates vary by subscription plan (Starter, Pro, Business)
Your locked credit rate is preserved for the duration of your subscription
Credits are non-transferable between users

4.3 Credit Refund Policy

Credits may be refunded in the following circumstances:

Project proposal declined by agency before acceptance - full credit refund
Agency fails to deliver as per Statement of Work - credits held in escrow will be refunded
Mutual agreement between client and agency to cancel project
Unused credits may be refunded upon account closure (subject to 30-day processing period)

Credits escrowed for active projects are non-refundable until project completion or mutual cancellation agreement.

5. Escrow Payment System

5.1 Escrow Process

When an agency accepts a project proposal:

Credits are immediately deducted from client's balance
Credits are held in escrow until project completion
Upon client approval and project completion, credits are released to agency (minus platform commission)
Platform retains a 33% commission on the total project value

5.2 Payment Release

Escrowed payments are released to agencies when:

Client marks project as complete and submits satisfaction review
All deliverables outlined in the Statement of Work are confirmed as delivered
No disputes are pending

5.3 Payment Distribution

Upon payment release:

67% of escrowed amount is paid to the agency
33% is retained by Matchii as platform commission
All amounts are calculated based on the fiat value of credits at time of escrow

6. Project Workflow

6.1 Project Scoping

Clients use our AI-powered brief system to:

Describe their project requirements through conversational interface
Receive three-tier Statement of Work (Essential, Professional, Premium)
Select preferred service tier and budget
Receive matched agency recommendations

6.2 Agency Selection

Clients can:

Browse vetted agencies by service track and specialization
Review agency proof packs, portfolios, and credentials
Send project proposals to selected agencies
Receive acceptance or declination within agency response time

6.3 Project Execution

Once agency accepts:

Statement of Work becomes binding agreement between client and agency
Credits are escrowed as per payment terms
Direct messaging channel opens for project communication
Deliverables are exchanged according to SoW timeline

6.4 Project Completion

Client must review deliverables and either:

Approve completion and release payment from escrow
Request revisions as outlined in SoW revision policy
Initiate dispute resolution if deliverables don't meet SoW requirements

7. Dispute Resolution

7.1 Dispute Process

If disagreements arise about project deliverables or payment:

Parties must first attempt to resolve directly through platform messaging
Either party may escalate to Matchii platform mediation
Matchii will review Statement of Work, deliverables, and communication history
Matchii will make binding decision on payment release or refund

7.2 Escrow Hold During Disputes

Escrowed credits remain held until dispute is resolved. Neither party receives payment until resolution.

7.3 Binding Arbitration

For disputes exceeding CAD $10,000, parties agree to binding arbitration in Toronto, Ontario, Canada, under the Arbitration Act, 1991 (Ontario).

8. Platform Fees and Commission

8.1 Client Fees

Subscription Plans: Monthly or annual subscription fees for platform access
Credit Purchase: Credits purchased at subscription-tier rates
No Transaction Fees: No additional fees beyond credit cost

8.2 Agency Fees

Platform Commission: 33% of project value withheld from escrow release
No Listing Fees: Free to create agency profile and proof packs
No Proposal Fees: No charge to accept or decline project proposals

9. User Conduct and Prohibitions

Users must not:

Circumvent the platform to conduct transactions off-platform
Share contact information before project acceptance to avoid escrow
Misrepresent credentials, portfolios, or business legitimacy
Submit fraudulent reviews or manipulate ratings
Harass, threaten, or abuse other users
Upload malware, viruses, or malicious code
Scrape or extract data without authorization
Use platform for illegal activities or money laundering

10. Intellectual Property

10.1 Platform IP

Matchii and all associated branding, logos, AI systems, and software are proprietary to Matchii and protected by Canadian and international intellectual property laws.

10.2 User Content

You retain ownership of all content you upload (portfolios, proof packs, project briefs). By uploading, you grant Matchii a worldwide, royalty-free license to display and promote your content on the platform.

10.3 Project Deliverables

Intellectual property rights in project deliverables are defined in the Statement of Work between client and agency. Matchii claims no ownership over project work product.

11. Warranties and Disclaimers

11.1 Platform "As Is"

Matchii provides the platform "as is" without warranties of any kind. We do not guarantee:

Uninterrupted or error-free service
Accuracy of AI-generated Statements of Work
Quality of agency services
Successful project outcomes

11.2 No Employment Relationship

Matchii is a marketplace platform. We do not employ agencies, and agencies are independent contractors. We are not responsible for agency actions, deliverables, or conduct.

11.3 Third-Party Services

We integrate with third-party services including Stripe (payments), OpenAI (AI features), Resend (email), and Google (authentication). We are not liable for third-party service failures.

12. Limitation of Liability

To the maximum extent permitted by law, Matchii shall not be liable for:

Indirect, incidental, special, consequential, or punitive damages
Loss of profits, revenue, data, or business opportunities
Agency failure to deliver services
Disputes between clients and agencies
Unauthorized access to user accounts

Our total liability for all claims shall not exceed the amount paid by you in the 12 months prior to the claim.

13. Termination

13.1 User Termination

You may close your account at any time. Upon closure:

Active projects must be completed or mutually cancelled
Unused credits may be refunded (subject to 30-day processing)
Your data will be retained as per our Privacy Policy

13.2 Platform Termination

We may suspend or terminate your account for:

Violation of these Terms
Fraudulent activity
Repeated client complaints or poor agency performance
Non-payment of subscription fees

14. Privacy and Data Protection

Your use of Matchii is also governed by our Privacy Policy, which explains how we collect, use, and protect your personal information in compliance with Canadian privacy laws including PIPEDA.

15. Modifications to Terms

We may update these Terms from time to time. Changes will be effective upon posting with updated "Last updated" date. Continued use of the platform constitutes acceptance of modified Terms.

16. Governing Law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. Any legal action must be brought in the courts of Toronto, Ontario, Canada.

17. Contact Information

For questions about these Terms, please contact us:

Email: info@matchii.ai
Business Address: Toronto, Ontario, Canada