Listing Company Terms and Conditions
These Listing Company Terms and Conditions (the “Company Terms”) describe:
- the relationship between a Listing Company and ILOCX;
- who can List on the ILOCX Platform;
- how a Listing Company can sell ILO Licenses to an ILO Buyer; and
- the Intermediary Services that we provide on the ILOCX Platform.
These Company Terms should be read in conjunction with the License Agreement and the Buyer Terms which form part of the entire Terms and Conditions, as well all ILOCX rules, policies, rulings and procedural requirements (collectively the “ILOCX Terms and Conditions”).
Before you List on the ILOCX Platform, you must read these Company Terms and enter into the Listing Agreement. You should keep a copy of these Company Terms safe for future reference. You can also download the latest version from the Website.
In these Company Terms “we”, “us” or “our” means ILOCX Platform. “Listing Companies”, “You”, “Your”, “it” or “its” means a Listing Company.
By creating and maintaining the Company Listing, you agree to be bound by these Company Terms and the Listing Agreement. You agree to access and use the ILOCX Platform and the Website for the purposes of selling ILO Licenses to ILO Buyers as envisaged by, and in accordance with, these Company Terms and the Listing Agreement.
If, after reading these Listing Company Terms and Conditions, 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 enter into the Listing Agreement, create the Company Listing or access the ILOCX Platform.
If you have any questions or queries, you should contact us by email at [email protected]
We allow certain Listing Agents to make Listing Applications on behalf of you who are clients or representatives of those Listing Agents. If a Listing Agent makes a Listing Application on behalf of a Listing Company then:
- the Listing Agent should disclose this fact to us;
- we will be entitled to assume that a Listing Company has read and accepted these Listing Company Terms and Conditions, and treat the Listing Application as having been made with a Listing Company’s full authority; and
- these Company Terms shall apply. You can find all approved listing agents at www.ILOagent.com
- The ILOCX Platform and ILOCX’s Role
The ILOCX Platform is a platform that matches those who wish to buy ILO Licenses with those who wish to sell ILO Licenses. Our role is to maintain the ILOCX Website, present information, store electronically license agreements between Listing Companies and ILO Buyers and to facilitate Listing Companies issuance of licenses and compliance with the ILO Legal Framework.
- 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;
- maintaining the ILOCX Live Ledger;
- facilitating the transfer of ILO Licenses when an ILO Buyer wishes to transfer them;
- enforcing any other rights that we, Listing Companies and/or Listing Companies have under License Agreements as far as applicable and possible in law whether the events are categorised in these Company Terms and Conditions 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 a Listing Company or any ILO Buyer, the amount of License Royalty payments you be required to make, or the likelihood of payment defaults that may occur, in relation to any ILO License.
- Our Agreement with Listing Companies
These Company Terms and the Listing Agreement set out the basis of our relationship with you as a Listing Company.
We do not guarantee you will be able to sell ILO Licenses through the ILOCX Platform.
The License Agreement and the License Terms set out your selling relationship with an ILO Buyer. A License Agreement is between a Listing Company and the 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 Company Terms and the License Agreement, the terms of the License Agreement will prevail.
We will not perform any management functions on behalf of the Listing Company in respect of any ILO Licenses that the Listing Company approve and issue. It is the Listing Company’s sole decision whether or not to sell to ILO Buyers on the ILOCX Platform. You should seek independent financial, legal, tax or other professional advice prior to deciding to sell 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. Please check with the Listing Team if your product falls under any local or national regulatory scrutiny. 4.5. We are not authorised to give investment advice. No information contained on the ILOCX Platform or on the Website constitutes investment advice and should not be treated as such.
Except where you have obtained our specific prior written consent, you:
- understand and agree that the ILOCX Platform is not intended or designed to be used for generating ILO License assets or for purchasing interests in ILO License assets as part of a Listing Company’s securitisation solely for a fund-raising strategy; and
- undertake that you will not use the ILOCX Platform for any form of securitisation.
You may cancel your agreement with us within 14 days of your signing the ILOCX Term Sheet unless during the 14 day cancellation period, your ILO is launched and you enter into a License Agreement in which case you will lose your right to cancel. This means that you will be unable to close your Company Listing other than in accordance Section 12 (Ceasing to be a Listing Company with ILOCX Platform and termination).
If you cancel your Company Listing within the 14 day period, then an accounting will be drawn up and any refund due from the Application Fee will be repaid to the company. No refund of the Application Fee will be due if the Company Listing is not cancelled within 14 days of your signing the ILOCX Term Sheet.
If you wish to exercise your right to cancel you must contact us by email [email protected] within the 14 day cancellation period.
- Listing Company Eligibility Criteria
To access and use the ILOCX Platform for the purposes of selling you must create and maintain a Company Listing. To be eligible to do so, unless we agree otherwise, you must satisfy the following Listing Company Eligibility Criteria:
- The Listing Company must already have revenues or must be revenue-ready to launch a listing on the main ILOCX Platform;
- the Listing Company must be obtaining margins on sales high enough for the ILO License to be feasible for both the Listing Company and the ILO Buyer;
- the Listing Company must be able to show it has the right to grant the ILO License for the product or service;
- the Listing Company must provide us with all information and documents that we may reasonably request about you and about your financial condition, business and affairs from time to time. For example, we may request information from you to allow us to fulfil our legal obligations and to ensure the proper operation of the ILOCX Platform. You must notify us when any of the information or details you have provided to us changes.
- the Listing Company must confirm that that they have read these terms and conditions and have the authority to and do agree to be bound by them;
- the Listing Company consents to our use of information in accordance with our Privacy Notice;
- as the representative of the Listing Company you confirm you are over 18 years of age;
We may change the Listing Company Eligibility Criteria from time to time.
If you cease to satisfy the Listing Company Eligibility Criteria, we may close your Company Listing in accordance with the process set out in Section 12 (Ceasing to be a Listing Company with ILOCX Platform and termination).
- Creating a Company Listing
Before you can sell on the ILOCX Platform you must create a Listing Company Account and a Company Listing. We have absolute discretion whether to accept or reject your application to become a Listing Company and create a Company Listing, even if you satisfy the Listing Company Eligibility Criteria.
You confirm and agree that, when you create a Listing Company Account and a Company Listing and for so long as you maintain the Listing Company Account and Company Listing:
- your Listing Company meets the Listing Company Eligibility Criteria;
- the information you provide to us is true and accurate in all respects and is not misleading;
- You have disclosed to us all circumstances of which you are aware (including but not limited to any legal claims, undisclosed liabilities, litigation, court proceedings or investigations which are current, threatened, pending or otherwise reasonably likely to occur against you by any third party) which could materially or adversely change your financial condition, business or assets, and you must inform us if there is any change in these circumstances;
- You will ensure that no unauthorised person can access or use your Listing Company Account;
- Your Listing Company can enter into a legally binding agreement with us and each relevant ILO Buyer;
- You will ensure that all documents we require from you, including the Listing Agreement, the Board Resolution and any other Listing Application Documents 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 behalf of the Listing Company, 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, public body or other legal entity, the person creating and maintaining the Listing Company Account and Company Listing is properly authorised to represent you and to enter into a legally binding agreement with us. You will ensure that only authorised persons are able to access or use your Listing Company Account and Company Listing and you will provide us with written evidence of your authority to act if and when requested;
- You understand that by entering into any License Agreement through the ILOCX Platform, your Listing Company is liable for all royalties and other payments under the License Agreement; and
If any of the statements cease to be true you must contact us as soon as possible by email ([email protected]) to tell us.
You must update your Listing Company Account and Company Listing when your details change or tell us and we will update your details. If there is any material change in the business, including but not limited to a product recall, a merger or takeover, a change in law in your jurisdiction, an investigation by a governmental or statutory body, an investigation or sanctions by a regulatory body, or a threatened lawsuit, you must report this to ILOCX by email to [email protected]
We can assume that all correspondence and instructions received from your designated email address or made by reference to your username and password are made by you.
We can decline to act on your instructions or suspend your Listing Company Account or Company Listing if we suspect illegal or fraudulent activity or unauthorised use of your Listing Company Account or Company Listing.
- Selling and License Agreements
ILO Buyers acquire ILO Licenses through the primary and secondary markets using the ILOCX Framework. The primary market is where new ILO Licenses are originated by you, and the secondary market enables the peer-to-peer sale and purchase of existing ILO Licenses among ILO Buyers.
When you sell an ILO License on the ILOCX Platform you agree to and accept the License Agreement.
Before you can start to sell to ILO Buyers you must agree to, and accept the Listing Agreement, and complete the Corporate Board Resolution and Directors’ Declarations.
You must only sell ILO Licenses through the ILOCX Platform and associated websites. You can choose to stop future selling by contacting us at [email protected]
You 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. You 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.
You agree to the Buyer Terms and to issue refunds to buyers on none-actioned (unqualified) licenses within 24 hours of their purchase.
Your Company’s directors and employees may buy ILO units from your 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, then they should complete a Notification of Major Interest in ILOs form for submission to ILOCX and issue a short news announcement to be posted on the Company’s ILO page on the ILOCX website.
Each License Agreement is governed by the License Terms. Once the ILO Buyer makes payment to you, the License Request is successfully completed, and the License Agreement is automatically formed between you and the relevant ILO Buyer who is logged as owner of record on the ILOCX Live Ledger.
- withdraw ILO Licenses if the ILO Buyer has requested and been granted a refund;
- withdraw ILO License offerings if we consider it necessary to do so;
- monitor and regulate the availability and functionality of the ILOCX Platform; and
- from time to time change the minimum or maximum amount that a Listing Company can sell to a single ILO Buyer 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 ILO Buyer.
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]
- Missed Royalty Payments and Defaulted Licenses
Under the License Agreement ILO Buyers are entitled to Royalty Payments upon Qualification of the ILO License by distributing marketing materials to their 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 your Listing Company 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 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.
- Fees and Charges
Unless otherwise stated in the Term Sheet, a non-refundable application fee of $25,000 is charged for a standard listing on the ILOCX. This fee can be paid monthly at the discretion of ILOCX.
You must pay an annual listing fee of USD $25,000 which is due each year for the duration of the listing, payable on each anniversary of the date of the launch of the ILO on the Exchange.
ILOCX charges you ILO Purchasing Fees of 10% of the Listing Company’s ILO Purchase Price on each ILO sold on the ILO Exchange. This fee includes all Payment Gateway Charges and Wiring Charges which may vary.
If we incur any fees or charges, such as disputed transaction fees, bank fees or payment processing charges in our provision of Intermediary Services to you or otherwise, we will make you aware of these and you will reimburse us for all such costs we incur. To facilitate the reimbursement, you authorise us to collect the fee or charges from any payments due to you. We also reserve the right to request payment directly from you in relation to such incurred fees or charges.
We reserve the right to change or waive any applicable fees from time to time.
We may make changes to these Company Terms from time to time without your consent for any of the following reasons:
- to make these Company 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 Company 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. Subject to clause 16.2, if you do not agree with any changes that we make to these Company Terms you are able to close your Listing Company Listing at any time by contacting us by email ([email protected]).
By continuing to access and use the ILOCX Platform after any changes to these Listing Company Terms and Conditions, you accept and agree to be bound by the updated Listing Company Terms and Conditions.
If an ILO Buyer does not agree with any changes that we make to the ILO Buyer Terms and Conditions, they may request permission from you to terminate use of the intermediary services. You have the right to deny their request to terminate the Intermediary Services and deal with them directly for example if you do not have the resources to manage the License Agreement with ILO Buyers directly.
If the Listing Company grants permission for an ILO Buyer to manage their License Agreements with you directly, you must notify us by email on [email protected]
- Ceasing to be a Listing Company with ILOCX and Termination
If you no longer wish to be a Listing Company then, provided you have:
- no License Agreements in force;
- no amounts owing and payable to us; and
- no amounts owing and payable to any ILO Buyer,
you can notify us at any time and we will close your Listing Company Listing.
If you wish to close your Listing Company Listing but the following circumstances apply:
- you are a party to a License Agreement which is in force;
- you owe any money to ILO Buyers; or
- you owe any money to us, the Security Holder or any ILOCX Platform Listing Company.
you must either (depending on the circumstances):
- wait for the underlying ILO Licenses to reach their full term;
- propose an early exit route to ILO Buyers;
- pay any and all money you owe to us and ILO Buyers.
We may give you notice that we intend to close your Listing Company Listing 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 Listing Company because you do not satisfy the criteria in clause 6 (Listing Company Eligibility Criteria);
- You do not respond to our reasonable requests for information or you fail to provide such information;
- 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 or any information obtained or discovered through being a Listing Company with us to canvass or solicit any person from ILOCX Platform;
- You use the ILOCX Platform for a purpose for which the ILOCX Platform is not intended or other than as a direct selling platform to ILO Buyers;
- You use the ILOCX Platform or the Website in an illegal, offensive or defamatory way or in any way which causes inconvenience to other users;
- 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 Platform’s reputation.
If we give you notice under this Section, we will remit any remaining funds to which you are entitled, less any fees which may be owed to us, ILO Buyers or any other party, to your Nominated Bank Listing and then close your Listing Company Listing.
- Your Liability to Us
You will be liable to us for any foreseeable loss or damage suffered by us as a result of:
- your negligence or wilful default;
- any fraudulent use by you of the ILOCX Platform; and
- any and all misuse of your username, password, the Website, the ILOCX Platform or Company Listing (including as provided for under Section 7 (Creating a Company Listing)).
You will be liable to us for all Fees and Charges due under Section 10 (Fees and Charges)
You will not be liable to us for any loss or damage which is not foreseeable.
- Our Liability to Listing Companies
Except as stated in the following paragraphs, 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 Listing Company Terms and Conditions;
- our negligence or wilful default; or
- fraud committed by us or our employees
We will not be liable to you for loss or damage (whether or not this is foreseeable) arising from any action taken (or not taken) in relation to buying, trading, selling or paying and receiving royalties from any ILO License, or from circumstances that are beyond our reasonable control.
Nothing in these Company 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, or different Listing Companies, are identified and managed effectively in accordance with these terms and conditions. More information can be found on this in the Help Pages and 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 ILO Buyer, 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:
- Listing Companies may not be able to sell or transfer ILO Licenses through the ILOCX Platform; and
- it will be able to benefit from these Company Terms 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 Company 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 Website and 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 Listing Company Listing. Listing Companies may also receive by email a prompt from time to time for you to log into your Listing Company Listing. We may also send you letters to the address you have registered with us or in any other manner we consider appropriate.
Our rights under these Company 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 Company Terms is not a waiver of that right.
We may assign or transfer all or part of our respective rights and obligations under these Company Terms to any person we reasonably consider capable of performing them. We may also exercise any of our rights through any ILOCX Platform Listing Company or a service provider we engage. Listing Companies cannot assign or transfer your rights and obligations under these Listing Company Terms and Conditions.
These Company 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 Listing Company Terms and Conditions, we and a Listing Company submit to the non-exclusive jurisdiction of the English courts.