These ILO Buyer Terms and Conditions (the “Buyer Terms”) describe:
- the relationship between an ILO Buyer and ILOCX;
- who can be an ILO Buyer on the ILOCX Platform;
- how an ILO Buyer can buy ILO Licenses from Listing Companies; and
- the Intermediary Services that we provide on the ILOCX Platform.
Before you purchase an ILO License or create an ILO Buyer Account, you must read these Buyer Terms. You should keep a copy of these Buyer Terms safe for future reference. You can also download the latest version from the Website.
In these Buyer Terms “we”, “us” or “our” means ILOCX. “You”, “your”, “it” or “its” means the ILO Buyer. Words which appear in bold are defined in the Glossary at the end of these Buyer Terms.
By creating and maintaining an ILO Buyer Account, you agree to be bound by these Buyer Terms. You agree to access and use the ILOCX Platform and the Website for the purposes of buying, or applying to buy, ILOs from Listing Companies as envisaged by, and in accordance with, these Buyer Terms. You also agree to access and use the ILOCX Platform and the Website for the purposes of trading ILO Licenses with other ILO Buyers as envisaged by, and in accordance with, these Buyer Terms.
If, after reading these Buyer Terms, you feel you are not able to comply with your obligations under them, or you do not wish to be bound by them, then you should not proceed to create an ILO Buyer Account or buy an ILO License.
If you have any question or queries, you should contact us by email at [email protected]
- The ILOCX Platform and ILOCX’s Role
The ILOCX Platform is a platform that matches those who wish to sell ILO Licenses with those who wish to buy ILO Licenses. Our role is to:
- operate and manage the Website and the ILOCX Platform;
- match Listing Companies with ILO Buyers;
- facilitate buying transactions between Listing Companies and ILO Buyers;
- maintain the ILOCX Live Ledger; and
- perform Intermediary Services.
- Intermediary Services
We, or others we instruct, perform the following Intermediary Services:
- preparing License Agreements for Listing Companies and ILO Buyers;
- providing Listing Companies and ILO Buyers with the necessary contractual documentation and information, details of which can be found on the Website;
- approving changes made to a Listing Company’s information hosted on our site;
- collecting and distributing payments due to Listing Companies received by us from ILO Buyers;
- maintaining the ILOCX Live Ledger;
- facilitating the transfer of ILO Licenses when an ILO Buyer wishes to sell them on the ILOCX Platform;
- operating ILOCX Buyer Wallets for and on behalf of ILO Buyers;
- enforcing any other rights that we, you and/or Listing Companies have under License Agreements as far as applicable and possible in law whether the events are categorised in these Buyer Terms or not, at our discretion;
- responding to, and seeking to resolve, all complaints or disputes concerning License Agreements; and
- making amendments or variations to License Agreements.
You authorise us to provide or arrange the provision of the Intermediary Services for you.
No information, activity or process undertaken, or outcome reached, in connection with the provision of Intermediary Services is intended to constitute or be construed as advice, recommendations or guarantee by ILOCX Platform or any Listing Company as to the creditworthiness of the Listing Company or any ILO Buyer, the amount of License Royalty payments you might receive, or the likelihood of payment defaults that may occur, in relation to any ILO License.
- Our Agreement With You
These Buyer Terms set out the basis of our relationship with you as an ILO Buyer.
We do not guarantee you will be able to buy through the ILOCX Platform.
The License Agreement sets out your buying relationship with each Listing Company. A License Agreement is between a Listing Company and an ILO Buyer, In addition ILOCX has certain rights under it to enable us to perform our role properly. If there is any conflict between these Buyer Terms and the License Agreement, the terms of the License Agreement will prevail.
We will not perform any management functions on your behalf in respect of any ILO Licenses that you buy or hold. It is your sole decision whether or not to buy from a Listing Company on the ILOCX Platform. You should seek independent financial, legal, tax or other professional advice prior to deciding to buy through the ILOCX Platform. There are certain sectors which require additional approvals to sell ILO Licenses and or offer affiliate programs, for example, where regulation may prevent the promotion of some regulated products. Listing Companies must check with the Listing Team if their product falls under any local or national regulatory scrutiny.
We are not authorised to give investment advice. No information contained on the ILOCX Platform or on the Website constitutes investment advice or a recommendation to buy money, and should not be treated as such.
- ILO Buyer Eligibility Criteria
To access and use the ILOCX Platform for the purposes of buying you must create an ILO Buyer Account. To be eligible to do so, you must satisfy the following ILO Buyer Eligibility Criteria (unless we agree otherwise):
- You confirm that you have read these terms and conditions and have the authority to and do agree to be bound by them;
- You consent to our use of information in accordance with our Privacy Notice;
- You are over 18 years of age;
- You accept financial responsibility for payment of the ILO Unit Price
We may change the ILO Buyer Eligibility Criteria from time to time.
If you cease to satisfy the ILO Buyer Eligibility Criteria, we may close your ILO Buyer Account in accordance with the process set out in Section 16 (Ceasing to be an ILO Buyer with ILOCX and termination).
- Creating an ILO Buyer Account
When you buy on the ILOCX Platform, you create your ILO Buyer Account.
We have absolute discretion whether to accept or reject your application to create an ILO Buyer Account, even if you satisfy the ILO Buyer Eligibility Criteria.
You confirm and agree that, when you create an ILO Buyer Account and for so long as you maintain an ILO Buyer Account:
- you meet the ILO Buyer Eligibility Criteria;
- the information you provide to us is true and accurate in all respects and is not misleading;
- you will ensure that no unauthorised person can access or use your ILO Buyer Account;
- you can enter into a legally binding agreement with us and each relevant Listing Company;
- you will ensure that all documents we require from you are validly executed and you will comply with all instructions in relation to the reviewing and approving of these documents;
- if you are acting on another person’s behalf, you are authorised to act on their behalf and will provide us with written evidence of your authority to act when requested;
- if you are a limited company, limited liability partnership or other legal entity, the person creating and maintaining the ILO Buyer Account is properly authorised to represent you and enter into a legally binding agreement with us. You will ensure that only authorised persons are able to access or use your ILO Buyer Account and you will provide us with written evidence of your authority to act if and when requested; and
- you are properly authorised to transfer money into, and out of, your ILO Buyer Account.
If any of the statements above cease to be true while you maintain an ILO Buyer Account, you must contact us as soon as possible by email ([email protected]) to tell us.
You must update your ILO Buyer Account when your details change, or tell us and we will update your details.
You must provide us with the sort code and account number of your Nominated Bank Account in order to receive royalties and to make withdrawals from your ILOCX Wallet.
When you create your ILO Buyer Account you must provide a username, a valid e-mail address, a password and certain security information. Your username and password are unique to your ILO Buyer Account and are non-transferable without our specific prior written consent. You will need them to access certain restricted areas of the Website. You must keep your username, password and security information secure and confidential. You are responsible for all activity on or through your ILO Buyer Account, the ILOCX Platform, and in connection with your Buyer Nominated Bank Account, including all activity by anyone that uses your username, password and security information, whether or not they have been authorised by you. You must provide all authorised persons with a copy of these Buyer Terms and ensure that they comply with them when accessing and using the ILOCX Platform and the ILO Buyer Account.
You must not transfer your ILO Buyer Account to another person, or permit another person to use your ILO Buyer Account, without our specific prior written consent.
You must notify us immediately if you believe that an unauthorised person is using your ILO Buyer Account, or the security of your ILO Buyer Account has been or might be breached.
We can assume that all correspondence, orders, transfers and instructions made by reference to your username and password are made by you.
We can decline to act on your instructions or suspend your ILO Buyer Account if we suspect illegal or fraudulent activity or unauthorised use of your ILO Buyer Account.
- Buying and License Agreements
ILO Buyers acquire ILO Licenses through the primary and secondary markets on the ILOCX Platform. The primary market is where new ILO Licenses are originated by Listing Companies and the secondary market enables the sale and purchase of existing ILO Licenses among ILO Buyers.
When you buy an ILO License on the ILOCX Platform you must agree to and accept the License Terms. Each License Agreement is governed by the License Terms set out therein. Once your payment has been received, the License Agreement is automatically formed between the Listing Company and you, and you will be the logged as owner of record on the ILOCX Live Ledger. You must ensure that you complete the full name and address details in your ILO Buyer Account or the License Agreement will not be valid.
You may request a refund for an ILO License within 24 hours of purchase by contacting us by email on [email protected].
Once the 24 hours cooling off period has passed, you must contact the Listing Company directly to request a refund as ILOCX will have paid the ILO License Unit Price to the ILOCX Company Wallet after that time (less applicable fees). It becomes the Listing Company’s responsibility after 24 hours to allow or administer a refund at their discretion.
If you have requested and been granted a refund the License Agreement is cancelled, and rights and obligations therein are immediately voided.
Listing Companies may elect to issue a limited Friends and Family Round at a discount to the ILO License Unit Price. This round is by invitation only at the discretion of the Listing Company. Listing Companies may elect to issue a limited number of ILO Licenses at no cost to Influencers who will promote the ILO Licenses to their large networks and build momentum. This Influencer Round is by invitation only at the discretion of the Listing Company.
Company directors and employees of a listed Company may buy ILO units from the Company’s issuance or by trading on the ILOCX Platform and may receive royalties on any qualified licenses they own. In the interests of full disclosure, if a Company Director buys or sells more than 20% of the total issuance of their Company, then they should complete a Notification of Major Interest in ILOs form for submission to the ILOCX and issue a short news announcement to be posted on the Company’s ILO page on the ILOCX website.
Information regarding your ILO Buyer Account, the ILO License purchases you have made, funds in your ILO Buyer Wallet and other information relating to your account is viewable in your ILO Buyer Dashboard. Funds held in your ILO Buyer Wallet do not earn interest.
- withdraw ILO Licenses if your name and address details are not fully completed in the ILO Buyer Account;
- monitor and regulate the availability and functionality of the ILOCX Platform;
- from time to time change the minimum or maximum amount that an ILO Buyer can buy from a single Listing Company or in total across the ILOCX Platform (for more information see the Help Pages.)
We can enforce certain terms under a License Agreement and can take certain action on behalf of you or the relevant Listing Companies.
We may amend the License Terms from time to time for the following reasons:
- to make the License Terms clearer or easier to understand;
- to make changes which benefit you or do not disadvantage you; or
- to reflect changes in law, regulation, industry guidance or a decision of a court or by a regulator or ombudsman.
We will always try to give you at least one month’s notice of an amendment to the License Terms by notifying you of the proposed change through the Website or sending an email to your registered email address. However, this may not always be possible, and we may make changes on shorter notice periods.
If you do not agree with any changes that we make to the License Terms, please notify us by email on [email protected] to discuss.
- Missed Royalty Payments and Defaulted Licenses
Under the License Agreement you are entitled to Royalty Payments upon Qualification of the ILO License by distributing marketing materials to your business & social networks and social media accounts under the License Agreement and the License Terms. Royalties may be rounded up or down to the nearest decimal digit.
Neither we nor any ILOCX Company guarantee any payments that are due from Listing Companies to ILO Buyers under any License Agreement. Listing Companies are fully responsible for all payments due to ILO Buyers.
If a Listing Company misses a Royalty Payment due under a License Agreement, we will take certain administrative steps to pursue the missed payments. This may include engaging with the Listing Company, seeking more information from them, and attempting to recover the outstanding sums due from them. In each case we will take the recovery action that we consider to be in the best interests of the affected ILO Buyers as a whole. We may recover our reasonable costs as a priority from any amounts recovered.
If we are unable to recover the amounts outstanding under an ILO License, we may also appoint a Collections Agent who will seek to collect and recover any outstanding sums due under the ILO License on your and other ILO Buyers’ behalf. A Collections Agent may charge a Collections Fee, which is payable by the Listing Company, and this will be added to the overall amount that the Collections Agent is seeking to collect and recover from the Listing Company. The Collections Fee will be paid in priority to any distributions to ILO Buyers.
If a Listing Company fails to make a payment due under a License Agreement or is otherwise in breach of any term of the License Agreement, we may demand repayment of, and engage field agents to attempt to collect, the total late amount and applicable Royalties. We may deduct a Collections Charge up to 40% of the amount recovered from the Listing Company to cover any costs and fees (such as field agents and legal advisers) incurred in recovering the total late amount. Any remaining proceeds will be distributed to each relevant ILO Buyer in proportion to the amount of each ILO Buyer’s ILO Licenses as a percentage of the Total ILO Licenses in issue.
- Trading of Licenses and Order Stacking
An ILO Buyer can trade any ILO Licence they buy on the ILO Platform once trading has opened. If the Company still has unsold ILO Licences in their Offering, these license will be sold prior to your order to trade your licence.
Any form of Order Stacking is prohibited on the ILO Platform. If an ILO Buyer is deemed to be buying and selling ILO Licenses on the ILO Platform secondary market, with the sole purpose of increasing the price, this will be monitored by the system and may result in the closure of your ILO Buyer Account. Should any Order Stacking be suspected, a full investigation will take place during which an ILO Buyer will be able to respond.
- Withdrawing Funds
All withdrawals must be to your ILO Buyer Nominated Bank. You can withdraw available funds that have been earned from your Royalty Payments or trading activity less fees as laid out in Section 14 below. You can specify the total amount of funds that you wish to withdraw but, depending on the withdrawal amount requested and the bank charges due for the funds transfer, it may not always be advisable to withdraw small amounts.
- Fees and Charges
We will not charge you any fees for the purchase of ILO Licenses offered by Listing Companies on the ILOCX Platform.
We will not charge you any fees for buying or selling ILO Licenses on the ILOCX Trading Platform.
We reserve the right to charge bank wiring fees or other fees incurred in facilitating withdrawals from your ILOCX Wallet.
There is currently a $20.00 USD transfer fee for domestic US transfers and a $50.00 fee for international transfers. We are working with our banking partners to lower these fees.
We reserve the right to change or waive any applicable fees from time to time.
We may make changes to these Buyer Terms from time to time without your consent for any of the following reasons:
- to make these Buyer Terms clearer or easier to understand;
- to make changes which benefit you or do not disadvantage you;
- to make changes to the products or services we offer or provide to you, to introduce new products or services or to withdraw products or services we no longer offer;
- to change our existing products or services because of changes to technology, systems, processes or our business policies or procedures; or
- to reflect changes in law, regulation, industry guidance or a decision of a court or by a regulator or ombudsman.
We will always try to give you at least one month’s notice of an amendment to these Buyer Terms by notifying you of the proposed change through the Website or sending an email to your registered email address. However, this may not always be possible, and we may make changes on shorter notice periods.
If you do not agree with any changes that we make to these Buyer Terms, you may request permission from the Listing Company to terminate use of the Intermediary Services, including but not limited to access to the ILO Platform, ILO Buyer Wallet, ILO Buyer Account, Secondary Trading Platform and any Royalty Payment delivery, ILO purchasing, ILO trading or License Transferring Services available through them. The Listing Company has the right to deny your request to terminate the Intermediary Services and deal with them directly for example if they do not have the resources to manage the License Agreement with you directly.
If the Listing Company grants permission for you to manage your License Agreements with them directly, they will notify us by email on [email protected] You will be required to remove all funds from your ILO Buyer Wallet and once this is complete, we will terminate your ILO Buyer Account.
By continuing to access and use the ILOCX Platform after any changes to these Buyer Terms, you accept and agree to be bound by the updated Buyer Terms.
- Ceasing to be an ILO Buyer with ILOCX and Termination
If you no longer wish to be an ILO Buyer then, provided you have no License Agreements in force and no other obligations outstanding under them or under these Buyer Terms, you can notify us at any time and we will close your ILO Buyer Account.
We may give you notice that we intend to close your ILO Buyer Account at any time if:
you breach any term of a License Agreement and fail to remedy the breach within any period notified to you or, if no notification is provided, within a reasonable period;
you cease to be an eligible ILO Buyer because you do not satisfy the ILO Buyer Eligibility Criteria;
- you do not respond to our reasonable requests for, or fail to provide, information or documentation;
- we suspect that you have committed or have been involved in fraud, money laundering or other criminal activities;
- we discover that any information you have provided to us is materially incorrect, inaccurate, false or misleading;
- you use the ILOCX Platform for a purpose for which the ILOCX Platform is not intended or other than as a marketplace for buying from Listing Companies and other ILO Buyers;
- you misuse the ILOCX Platform in any other way; or
- we believe that any action you undertake (or fail to take) will have an adverse effect on the ILOCX Platform or ILOCX’s reputation.
If we give you notice as above, your ILO Buyer Account will remain active for so long as you have outstanding License Agreements with Listing Companies, but the functionality of your ILO Buyer Account will be restricted and you will not be able to make any further License Purchases.
Once all rights and obligations under the License Agreements have expired or been transferred to another ILO Buyer, we will then close your ILO Buyer Account.
- Your Liability to Us
You will be liable to us for any loss or foreseeable damage suffered by us as a result of:
- any fraudulent use by you of the ILOCX Platform; and
- any and all misuse of your username, password, the Website, the ILOCX Platform or ILO Buyer Account (including as provided for under Section 6 (Creating an ILO Buyer Account)).
You will not be liable to us for any loss or damage which is not foreseeable.
- Our Liability to You
We will be liable to you for any foreseeable loss or damage suffered by you as a result of:
- any breach by us of these Buyer Terms;
- our negligence or wilful default; or
- fraud committed by us or our employees.
We, and any ILOCX Company will not be liable to you for any loss or damage (whether or not this is foreseeable) arising from any action taken (or not taken) in relation to buying, trading, selling or receiving royalties from your ILO License, or from circumstances that are beyond our reasonable control.
Nothing in these Buyer Terms will exclude or limit our liability for death or personal injury caused by our negligence or fraud, or for any other liability that cannot lawfully be excluded or limited under applicable laws and regulation.
- Conflicts of Interest
We will ensure that any potential conflicts of interest that might arise between an ILO Buyer and a Listing Company, and different Listing Companies, are identified and managed effectively in accordance with these terms and conditions. More information can be found on this can be found in the Help Pages on the Website.
We always try to offer the best service possible. However, if you are unhappy with any service or product offered by us or any ILOCX Company please contact us by email ([email protected]). We will endeavour to resolve your complaint as quickly and as fairly as possible.
More information on how to complain and how complaints are dealt with by us can be found on the Website and in the Help Pages.
Should you not be satisfied with the resolution to your complaint, ILOCX offers an arbitration service. If agreement cannot be reached within fourteen days, either party may request the appointment of the arbitrator, in accordance with the Arbitration Act of England and Wales. Arbitration shall be held in England and Wales. As a further incentive to avoid disputes, each party shall bear its own costs, with respect thereto, and with respect to any proceedings in any court brought to enforce or overturn any arbitration award. This provision is expressly intended to discourage litigation and to encourage orderly, timely and economical resolution of any disputes which may occur.
- Back-up Servicer
If the ILOCX Platform fails or we become insolvent, we will transfer our License servicing obligations to any third party back-up servicer with whom we have in place a backup servicing arrangement.
If the back-up servicer is engaged:
you may not be able to sell or transfer ILO Licenses through the ILOCX Platform; and
it will be able to benefit from these Listing Company Terms and Conditions and any License Agreements pursuant to the Contracts (Rights of Third Parties) Act 1999 to enforce our rights and take over from us the continued provision of the Intermediary Services.
We can change our back-up servicer or the specific details of the arrangement we have with them at any time without giving you notice. We may also engage the back-up servicer before the onset of insolvency or for any other reason if we believe that this action is in the best interests of our customers.
Any back-up servicer may enforce all rights available to it under the Contracts (Rights of Third Parties) Act 1999.
- Other Miscellaneous Terms
If any provision of these Buyer Terms is found to be illegal, invalid or unenforceable by any court of competent jurisdiction, this will not affect the validity and enforceability of the remaining provisions.
The ILOCX Platform is an online service and all documents or notices that we wish to send you may be delivered to you through the Website to your ILO Buyer Account. You may also receive by email a prompt from time to time for you to log into your ILO Buyer Account. We may also send you notices to the address you have registered with us, your main registered office or in any other manner we consider appropriate.
Our rights under these Buyer Terms may be exercised as often as necessary, are cumulative and not exclusive of any rights or remedies provided by law. Delay in the exercise of any right granted to us in these Buyer Terms is not a waiver of that right.
We may assign or transfer all or part of our respective rights and obligations under these Buyer Terms to any person we reasonably consider capable of performing them. We may also exercise any of our rights through any ILOCX Company or a service provider we engage. You cannot assign or transfer your rights and obligations under these Buyer Terms.
These Buyer Terms are governed by and construed in accordance with English law. If any dispute (whether contractual or non-contractual) arises out of, or in connection with, these Buyer Terms, we and the ILO Buyer submit to the non-exclusive jurisdiction of the English courts.