Terms & Conditions of use
1.1. These ILO Buyer Terms and Conditions 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 Licences from Listing Companies; and
the Intermediary Services that we provide on the ILOCX Platform.
1.2. These ILO Buyer Terms and Conditions should be read in conjunction with other important documents and guidance. These are:
Licence Agreement; and
1.3. You should keep a copy of these ILO Buyer Terms and Conditions safe for future reference. You can also download the latest version from the Website.
1.4. In these ILO Buyer Terms and Conditions “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 ILO Buyer Terms and Conditions.
1.5. Before you purchase an ILO Licence or create an ILO Buyer Account, you must read these ILO Buyer Terms and Conditions.
1.6. By creating and maintaining an ILO Buyer Account, you agree to be bound by these ILO Buyer Terms and Conditions. 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 ILO Buyer Terms and Conditions. You also agree to access and use the ILOCX Platform and the Website for the purposes of trading ILO Licences with other ILO Buyers as envisaged by, and in accordance with, these ILO Buyer Terms and Conditions.
1.7. If, after reading these ILO Buyer 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 create an ILO Buyer Account or buy an ILO Licence.
1.8. If you have any question or queries, you should contact us by email at firstname.lastname@example.org
2. The ILOCX Platform and ILOCX’s role
2.1. The ILOCX Platform is a platform that matches those who wish to sell ILO Licences with those who wish to buy ILO Licences. 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; and
perform Intermediary Services.
2.2. ILOCX runs a Sponsorship Program and Accelerator Model under which we may sponsor a Listing Company to cover Listing Fees and a promotional budget if we deem this beneficial to the ILO Platform and ILO Buyers. The main driver here is the promotional budget required to undertake a successful ILO and Revenue Ready status. If we deem a company is not ready for revenue or able to scale the product or service, we may offer assistance under our sponsorship model. If we sponsor a Listing Company, we may receive equity in the Listing Company at a negotiated level as well as debt and ILO Licences as part of our compensation or a combination of the them all. To find out more about this please email email@example.com
3. Intermediary Services
3.1. We, or others we instruct, perform the following Intermediary Services:
preparing Licence 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;
facilitating the transfer of ILO Licences 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 Licence Agreements as far as applicable and possible in law whether the events are categorised in these ILO Buyer Terms and Conditions or not, at our discretion; #
responding to, and seeking to resolve, all complaints or disputes concerning Licence Agreements; and
making amendments or variations to Licence Agreements.
3.2. You authorise us to provide or arrange the provision of the Intermediary Services for you.
3.4. 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 Licence Royalty payments you might receive, or the likelihood of payment defaults that may occur, in relation to any ILO Licence
4. Our agreement with you
4.1. These ILO Buyer Terms and Conditions set out the basis of our relationship with you as an ILO Buyer.
4.2. We do not guarantee you will be able to buy through the ILOCX Platform.
4.3. The Licence Agreement sets out your buying relationship with each Listing Company. A Licence 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 ILO Buyer Terms and Conditions and the Licence Agreement, the terms of the Licence Agreement will prevail.
4.4. We will not perform any management functions on your behalf in respect of any ILO Licences 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 Licences 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.
4.5. 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.
5. ILO Buyer Eligibility Criteria
5.1. 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
5.2. We may change the ILO Buyer Eligibility Criteria from time to time.
5.3. 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 clause 13 (Ceasing to be an ILO Buyer with ILOCX and termination).
6. Creating an ILO Buyer Account
6.1. Before you can buy on the ILOCX Platform, you must create your ILO Buyer Account.
6.2. 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.
6.3. 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.
6.4. If any of the statements in clause 6.3 cease to be true while you maintain an ILO Buyer Account, you must contact us as soon as possible by email (firstname.lastname@example.org) to tell us.
6.5. You must update your ILO Buyer Account when your details change, or tell us and we will update your details.
6.6. You must provide us with the sort code and account number of your Nominated Bank Account in order to receive royalties.
6.7. 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.
6.8. 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 ILO Buyer Terms and Conditions and ensure that they comply with them when accessing and using the ILOCX Platform and the ILO Buyer Account.
6.9. 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.
6.10. 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.
6.11. We can assume that all correspondence, orders, transfers and instructions made by reference to your username and password are made by you.
6.12. 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.
7. Buying and Licence Agreements
7.1. When you buy an ILO Licence on the ILOCX Platform you must agree to and accept the Licence Conditions.
7.2. ILO Buyers acquire ILO Licences through the primary and secondary markets on the ILOCX Platform. The primary market is where new ILO Licences are originated by Listing Companies and the secondary market enables the sale and purchase of existing ILO Licences among ILO Buyers.
7.3. Each Licence Agreement is governed by the Licence Conditions set out therein. Once your payment has been received and your Licence Agreement with a unique reference number is delivered, the Licence Agreement is automatically formed between each Listing Company that sells a Licence and the relevant ILO Buyer. You must ensure that you complete the full name and address details in your ILO Buyer Account or the Licence Agreement will not be valid.
7.4. You may request a refund for an ILO Licence within 24 hours of purchase by contacting us by email on email@example.com.
7.5. 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 Licence Unit Price to the ILOCX Company Wallet’)”>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.
7.6. If you have requested and been granted a refund the Licence Agreement is cancelled, and rights and obligations therein are immediately voided.
7.7. Listing Companies may elect to issue a limited Friends and Family Round at a discount to the ILO Licence Unit Price. This round is by invitation only at the discretion of the Listing Company.
7.8. Listing Companies may elect to issue a limited number of ILO Licences at no cost to Influencers who will promote the ILO Licences to their large networks and build momentum. This Influencer Round is by invitation only at the discretion of the Listing Company.
7.9. Information regarding your ILO Buyer Account, the ILO Licence purchases you have made, funds in your ILO Buyer Wallet and other information relating to your account is viewable in your ILO Buyer Dashboard.
7.10. We may:
withdraw ILO Licences 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.)
7.11. Funds held in your ILO Buyer Wallet do not earn interest.
7.12. We can enforce certain terms under a Licence Agreement and can take certain action on behalf of you or the relevant Listing Companies.
7.13. We may amend the Licence Conditions from time to time for the following reasons:
to make the Licence Conditions 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.
7.14. We will always try to give you at least one month’s notice of an amendment to the Licence Conditions 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.
7.15. If you do not agree with any changes that we make to the Licence Conditions, please notify us by email on firstname.lastname@example.org to discuss.
8. Qualification and Licence Royalties
8.1. Under the Licence Agreement you are entitled to Royalty Payments upon Qualification of the ILO Licence by distributing marketing materials to your business & social networks and social media accounts under the Licence Conditions set out in the Licence Agreement.
8.2. Listing Companies will examine evidence of your promotional activities in the form of Links or automatically through the ILO Platform and confirm your Qualification according to the Licence Conditions.
8.3. Listing Companies provide a corporate resolution which confirms that the qualified ILO Buyers are legally entitled to a percentage of their revenues as set out in the Licence Conditions.
8.4. Listing Companies are obligated by law to pay the Licence Royalties that are due to ILO Buyers under any Licence Agreement. Listing Companies must provision for all Licence Royalties as set out in the Licence Conditions under Buyback Method and in some cases Listing Companies will be required to demonstrate this provision to ILOCX.
8.5. Neither we nor any ILOCX Company guarantee any payments that are due to you from Listing Companies under any Licence Agreement. Listing Companies are fully responsible for all payments due to ILO Buyers.
8.6 With the express permission of ILOCX a Listing Company may issue a Royalty Payment larger than the calculated sum should the submission by the Listing Company warrant and justify the payment. In this case all monies due under this structure must be held in a segregated account to satisfy requests from the Buyer Wallet resident on the platform.
8.7 A Listing Company may request to pay a lesser amount to that due under the License Conditions set out in the Licence Agreement and, in this case, more than 75% of the Listing Company’s collective ILO Buyers must agree to the reduction in which case the exchange will grant permission. Elections for ILO Buyers’ approvals will be conducted by ILOCX on the ILOCX Platform.
9. Payment Frequency and Accounting
9.1 The Listing Company is required to publish quarterly Gross Revenue Reports to the ILOCX showing only the Gross Revenues received from the sale of the products or services that are the subject of the ILO Licences. Income derived from the sale of ILO Licences should not be included in the Gross Revenue Reports and does not form part of the Licence Royalty.
9.2 The Gross Revenue Reports (which do not include income from ILO Licence sales) are the basis of the calculation of the annual Royalty Payments and are verified subsequently from the Financial Statements reported by the Listing Company in their formal statutory filings.
9.3 During the term of the Licence Agreement, the Listing Company will make Royalty Payments to each ILO Buyer annually on the anniversary of the ILO Launch Date. The first Royalty Payment is made at the end of Year 1, unless otherwise stated in the Licence Conditions.
9.4 Each ILO Buyer is entitled to receive Royalty Payments based on the Royalty Commencement Quarter in which they purchased their ILO Licence. If they purchased their ILO Licence in the first Quarter after the ILO Launch Date they are entitled to four fourths of the annual Royalty Payment, if the ILO Licence is purchased in the second Quarter after the ILO Launch Date they are entitled to three fourths of the annual Royalty Payment and so on pro rata. Quarter payment dates run from the 1st day of the following month the ILO Licence was listed and denoted as such on the Listing Company’s page on ilocx.com
9.5 The Royalty Payment due to each ILO Buyer is calculated by dividing the agreed percentage of the Listing Company’s Gross Revenues by the amount of ILO Units issued.
10. Missed Royalty Payments and Defaulted Licences
10.1. If a Listing Company misses a Royalty Payment due under a Licence 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.
10.2. If we are unable to recover the amounts outstanding under an ILO Licence, we may also appoint a Collections Agent who will seek to collect and recover any outstanding sums due under the ILO Licence 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.
10.3. If a Listing Company fails to make a payment due under a Licence Agreement or is otherwise in breach of any term of the Licence 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 Licences as a percentage of the Total ILO Licences in issue.
11. ILO Licence Term and Buyback
11.1 Unless otherwise stated, Licence Agreements shall be for an initial fixed period of three years lasting from the Commencement Date until the Buyback Date.
11.2. Six (6) months before the end of the term of the Licence Agreement, the Listing Company shall advise the ILO Buyer of the Buyback Date and the Buyback Method.
11.3. Each Licence Agreement states whether it will be bought back at the end of the period for cash or exchanged for equity if the company is considering going public. The buyback price in equity is the equivalent of the 90-day average Trading Price on the ILOCX Trading Platform.
11.4. Some Listing Companies may opt to Renew the ILO Licences and keep paying the royalties. If the Listing Company offers to extend a Licence Agreement at the end of the term the ILO Buyer can accept the new terms or sell their ILO Licence on the secondary market on the ILOCX Exchange.
11.5. If the Listing Company has agreed to Buyback the ILO Licences in cash, six (6) months before the end of the term of the Licence Agreement, the Listing Company shall put aside a Buyback Cash Reserve of cash equal to the number of ILO Units issued.
12. Trading of Licences
12.1. Each ILO Buyer that is a party to a Licence Agreement with a Listing Company may trade the ILO Licence on the ILOCX Platform. All rights, benefits and obligations under that Licence Agreement are then assigned to another ILO Buyer digitally on the ILOCX Platform. Following completion of the trade, the new ILO Buyer will be a party to the Licence Agreement with the Listing Company in place of you. You agree to be bound by any such assignment and to relinquish all your rights, benefits and obligations under the Licence Agreement.
12.2. Any form of Order Stacking is prohibited on the ILO Platform. If an ILO Buyer is deemed to be buying and selling ILO Licences 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.
12.3. Should any Order Stacking be suspected, a full investigation will take place during which an ILO Buyer will be able to respond.
13. Withdrawing funds
13.1. All withdrawals must be to your ILO Buyer Nominated Bank.
13.2. You can withdraw available funds that have been earned from your Royalty Payments or trading activity less fees as laid out in 12. 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.
14. Fees and charges
14.1. We will not charge you any fees for the purchase of ILO Licences offered by Listing Companies on the ILOCX Platform.
14.2. Any ILO Licences traded on the ILOCX Platform are subject to a Seller Trading Fee of 2.5% of the Trading Price, payable by you as the seller and deducted by ILOCX.
14.3 If you buy an ILO Licence offered by another ILO Buyer on the ILOCX Platform, you will be charged a Buyer Trading Fee of 2.5% which will be deducted by ILOCX.
14.4. We reserve the right to charge up to 5% of the ILO Licence Unit Price or the Trading Price for Payment Gateway Charges if applicable.
14.5. We reserve the right to change or waive any applicable fees from time to time.
15.1. We may make changes to these ILO Buyer Terms and Conditions from time to time without your consent for any of the following reasons:
to make these ILO Buyer Terms and Conditions 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.
15.2. We will always try to give you at least one month’s notice of an amendment to these ILO Buyer Terms and Conditions 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.
15.3. If you do not agree with any changes that we make to these ILO Buyer Terms and Conditions, 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 Licence 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 Licence Agreement with you directly.
15.4. If the Listing Company grants permission for you to manage your Licence Agreements with them directly, they will notify us by email on email@example.com. 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.
15.5. By continuing to access and use the ILOCX Platform after any changes to these ILO Buyer Terms and Conditions, you accept and agree to be bound by the updated ILO Buyer Terms and Conditions.
16. Ceasing to be an ILO Buyer with ILOCX and termination
16.1. If you no longer wish to be an ILO Buyer then, provided you have no Licence Agreements in force and no other obligations outstanding under them or under these ILO Buyer Terms and Conditions, you can notify us at any time and we will close your ILO Buyer Account.
16.2. We may give you notice that we intend to close your ILO Buyer Account at any time if:
you breach any term of a Licence 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.
16.3. If we give you notice under clause 13.2, your ILO Buyer Account will remain active for so long as you have outstanding Licence 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 Licence Purchases.
16.4. Once all rights and obligations under the Licence Agreements have expired or been transferred to another ILO Buyer we will then close your ILO Buyer Account.
17. Your Liability To Us
17.1. You will be liable to us for any loss or foreseeable damage suffered by us as a result of:
17.2. You will not be liable to us for any loss or damage which is not foreseeable.
18. Our Liability To You
18.1. 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 ILO Buyer Terms and Conditions;
our negligence or wilful default; or
fraud committed by us or our employees.
18.2. 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 Licence, or from circumstances that are beyond our reasonable control.
18.3. Nothing in these ILO Buyer Terms and Conditions 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.
19. 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.
20.1. 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 (firstname.lastname@example.org). We will endeavour to resolve your complaint as quickly and as fairly as possible.
20.2. 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.
20.3. 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.
21. Back-up Servicer
21.1. If the ILOCX Platform fails or we become insolvent, we will transfer our Licence servicing obligations to any third party back-up servicer with whom we have in place a backup servicing arrangement.
21.2. If the back-up servicer is engaged:
you may not be able to sell or transfer ILO Licences through the ILOCX Platform; and
it will be able to benefit from these Listing Company Terms and Conditions and any Licence 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.
21.3. 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.
21.4. Any back-up servicer may enforce all rights available to it under the Contracts (Rights of Third Parties) Act 1999.
22. Other Miscellaneous Terms
22.1. If any provision of these ILO Buyer Terms and Conditions 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.
22.2. 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.
22.3. Our rights under these ILO Buyer Terms and Conditions 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 ILO Buyer Terms and Conditions is not a waiver of that right.
22.4. We may assign or transfer all or part of our respective rights and obligations under these ILO Buyer Terms and Conditions 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 ILO Buyer Terms and Conditions.
22.5. These ILO Buyer Terms and Conditions 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 ILO Buyer Terms and Conditions, we and the ILO Buyer submit to the non-exclusive jurisdiction of the English courts.
1. Introduction and Summary
At ILOCX, we are committed to protecting the personal data of the companies and buyers who use our platform.
how and when we collect your personal data, and what information we collect;
what we use your personal data for;
who we share your personal data with;
how long we hold your personal data for; and
your rights to control your personal data.
2. How and when do we collect your information and what do we collect?
If you engage with us in any way, we may collect the following information about you through the methods of contact you choose to use at the point of engagement:
information you provide through our website and through our application and verification processes;
information you provide through communications with us, whether in writing (including by letter or email) or on the telephone (including by way of recorded calls);
information we obtain through your engagement with us on social media, including on blogs, forums and through Facebook and Twitter; and
information provided on your behalf by your representatives or agents (“Agents”) who engage with us on your behalf in the ways described above.
From time to time we obtain information from outside sources to help us carry out our business functions. This information, which often contains personal data, includes:
information and reports from credit reference agencies, fraud prevention agencies, insolvency practitioners, debt advisers and tracing agents;
commercial databases and marketing databases; and
public records and other publicly available information sources.
If you wish to become a member of our marketplace you will need to provide us with the following information, which we sometimes also collect from third parties:
your personal details (including name, current and previous postal addresses);
your contact information (including phone and e-mail details);
(for companies, those representing companies and relevant ILO buyers) your business name and contact information;
financial information (including bank or building society account details and details of debit cards used to make transfers on the ILOCX platform/marketplace);
information you provide in our registration or application processes (including, if you are a company, Agent or relevant ILO buyer, certain personal data, identity verification, contact details and financial information about directors, partners, members, shareholders, beneficial owners and guarantors);
information you provide in your dealings with us and through your interaction with our marketplace;
if you are a company or a director, partner, member, shareholder, beneficial owner or guarantor of a company:
information about your business or company, such as the conduct of your accounts, and similar credit information;
credit reference checks (see section 7 below for more detail);
electoral register information;
fraud prevention information; and
passwords and answers to security questions.
In addition to the personal and financial information you submit or we collect as described above, we will also collect information about your computer (including, where available, your IP address, operating system and browser type), your interaction with our marketplace and website, and email performance data.
We also collect and retain:
copies of our correspondence with you as well as other data we collect relating to your activities on the marketplace and your arrangements with ILOCX;
details about visitors to our website for the purposes of aggregating statistics or reporting purposes and to calculate referral fees; and
comments made on blogs and discussion forums in connection with the marketplace.
We generally do not seek to collect sensitive personal data (also known as ‘special categories of data’). However, we are occasionally given sensitive personal data of officers of companies (such as criminal records) as part of our KYC investigations.
If you provide information about other people (for example, if you represent a company and you provide information about directors, partners, members, shareholders or beneficial owners other than yourself) then you must:
when providing information about other people, ensure that you have all relevant permissions and authority: (i) to make all those disclosures; (ii) to act on their behalf; and (iii) in relation to partners, members, shareholders or beneficial owners of companies.
3. Using your information
We collect, store and use your personal data:
to inform you of marketplace developments and activity and of changes to our products and services;
to develop and improve our services, products and business, including analysing and improving our credit risk models and our customer service offering;
if you are a company (or a director, partner, member, shareholder, beneficial owner or guarantor of a company):
to ascertain your capital needs;
to assess your company to ascertain if an ILO is suitable for you;
to verify any royalties you have proposed under the licence agreements with your ILO buyers;
to transfer money;
to carry out mandatory or other regulatory checks;
to comply with our legal and regulatory obligations;
to carry out statistical analysis and market research and testing;
to contact you (including by SMS and e-mail) with products and services which ILOCX think may interest you (at all times taking into consideration your rights at law including your right to opt-out from receiving marketing from us);
to open accounts with us and to manage and maintain those accounts;
to verify your identity and the other information you have provided to us, including your bank account information and (if relevant) the identity of your business associates;
to update the records we hold about you from time to time;
to provide and administer the marketplace and our related services; and
for the prevention and detection of fraud, money laundering, or other illegal or criminal activity.
Where relevant, we will hold and process your sensitive personal data to allow us to make decisions about you and your accounts with us or with which you are connected. This may involve us sharing your sensitive personal data with your Agents. We will process sensitive personal data only in accordance with our legal rights and obligations. If this processing is carried out with your consent, at the point of collection you will be informed of your right to withdraw that consent at any time, and the process for doing so.
We continually review the legal basis for us using your personal data in the ways described above. In most instances it is in our legitimate interests to use your information in the manner described above to provide you with the services we offer as an online lending marketplace. We consider this data processing to be proportionate and not prejudicial or detrimental to you. In some, specific circumstances, the processing is necessary for the performance of a contract to which you are a party, necessary for compliance with a legal obligation to which we are subject, or necessary in order to protect your vital interests or the vital interests of other small business owners or ILO buyers. We sometimes rely on consent, and in those instances we have processes in place to ensure that we obtain your freely-given and informed consent to use your personal data for agreed, specific purposes.
We use the information we collect about your computer for: (i) our legitimate purposes; (ii) marketing; marketplace administration; and (iii) service improvement. Our Cookies Policy describes these processes in more detail and explains how we respect your right to privacy when collecting these types of data and do not seek to bypass browser settings set to ‘do not track’ or similar.
4. Sharing and disclosing your information
We may disclose your personal data to other registered members of our marketplace, including:
to operate our marketplace and seek to match companies and ILO buyers;
in the licence agreement, when companies and ILO buyers are matched;
to allow companies to provide promotional materials, news and updates to their ILO Buyers;
to provide transactional and performance information;
to provide updates; and
if required to assist in arbitration, or, if required following the results of arbitration, to assist ILO buyers to enforce (or make preparations to enforce) any royalty payment due under the licence agreement.
If you, as a registered member of our marketplace, receive information about another registered member, then you must only use that information to communicate with us about your licence contract with that member. You acknowledge that we are not responsible for misuse of transactional or other information by other members but you must inform us promptly if you are the victim of any misuse of that information.
We may disclose your personal data:
to companies in our group and our affiliates;
to our suppliers, sub-contractors and third party data processors (including card payment and direct debit payment processors, marketing and data analytics service providers, collection agents, tracing agents, insolvency practitioners, professional advisers and persons who provide us with the following services from time to time: identification and fraud check; marketing; technology; marketplace support; and back-up and business continuity);
with any third party you have asked us to share your personal data with, including social media sites if you have asked us to connect with your social media account;
to credit reference and fraud prevention agencies (see sections 7 and 8 below for more information on this);
to a third party if it acquires all or part of our business or assets in connection with the acquisition, or to a successor in interest in the unlikely event of our insolvency, winding up or liquidation;
if we are required to do so by applicable law and regulation or by any governmental, tax, regulatory body or law enforcement agency;
if you are represented by an Agent, to your Agent; and
to any other person with your prior consent to do so.
Third parties who process your personal data on our behalf are only permitted to process your personal data in accordance with our instructions and we take steps to ensure that the transfer and any on-going processing by those third parties is carried out securely and in accordance with applicable privacy laws.
Save as expressly provided above, or otherwise without your consent, we will not share your personal data with any third party.
5. Data Retention
We will not keep your personal data for longer than is necessary for the purposes for which it was collected and is processed and for the purposes of satisfying our legal, accounting or regulatory reporting requirements. These requirements generally permit us to retain our company and ILO buyer files for a period of six years after the end of the licence relationship (i.e. the date on which we no longer provide services to you as a company or ILO buyer). We may retain data for longer than this in certain circumstances, for example in the event of an ongoing dispute.
6. Overseas Transfers
We are part of a global group of companies and, in order to support our business in the most efficient manner possible, we share infrastructure and functions across our business internationally. This means that we may transfer your personal data to, or your personal data may be accessible in, any location in which we do business. If your information is transferred to or accessible in a country which is not considered by the European Union to adequately protect of personal data (such as the USA), we will always take steps to ensure that your information is protected and that those transfers comply with applicable privacy laws.
We may transfer your information to other countries, including those outside the European Economic Area, either for storage purposes or if we engage suppliers, sub-contractors or third party data processors who are based or have operations overseas. We will always take steps to ensure that your information is protected and that those transfers comply with applicable privacy laws.
7. Credit Reference Agencies (“CRAs”)
From time to time we undertake credit reference checks against companies and ILO buyers (and against directors, partners, members, shareholders and beneficial owners of companies and ILO buyers), guarantors and Agents:
as part of the application process, to assess creditworthiness and product suitability;
for general credit management, account management and identity/know-your-customer (KYC) checks during the term of a listing agreement;
to trace and recover debts if there are late repayments or default; and
to prevent criminal activity.
In order to do this, we will supply your personal information to CRAs and they will give us information about you, such as about your financial history. When CRAs receive a search request from us they will:
place a credit search “footprint” on your business credit file following each credit application, whether or not your application proceeds. If the search was for a credit application the record of that search may be seen by other organisations when your business applies for credit in the future;
place an enquiry or organisational search on the personal credit files of directors, partners, members, beneficial owners and shareholders that have been searched, as well as an associate enquiry search on your personal financial partner’s credit file, if they are a director;
link together the previous and subsequent names advised by you of anyone that is a party to the account;
place an enquiry or identification search on the record of any shareholder or beneficial owner and who we have checked; and
create a record of the name and address of your business and its proprietors (if there is not one already).
We will give details of all licences taken through our marketplace and how they are managed to the CRAs. If you enter into a licence and do not pay royalties in full and on time, the CRAs will record the outstanding debt and, in some cases, the length of time that the debt remains outstanding; other organisations may see these updates and this affect your ability to obtain credit in the future.
We will also continue to exchange information about you with CRAs on an ongoing basis about your settled accounts and any debts not fully repaid on time. CRAs will share this information with other organisations.
Any records shared with CRAs will remain on file for six years after your account is closed, whether any outstanding sums have been settled by you or following a default. You can contact the CRAs currently operating in the UK. The information they hold may not be the same so you may consider contacting them all. They will charge you a small statutory fee.
8. False information and Fraud Prevention Agencies (“FPAs”)
If we suspect or identify fraud we may record this and may also pass this information to FPAs (such as CIFAS) and other organisations involved in crime and fraud prevention including law enforcement agencies. We and fraud prevention agencies may also enable law enforcement agencies to access and use your personal data to detect, investigate and prevent crime.
We and fraud prevention agencies process your personal data on the basis that we have a legitimate interest in preventing fraud and money laundering, and to verify your identity in order to comply with our legal and regulatory obligations and to protect us and users of our marketplace and services. Such processing is a legal requirement if you request to sell or buy through our marketplace.
We and other organisations may access and use this information in order to prevent fraud, money laundering or other criminal activity (for example, by checking details on credit applications, for managing credit and recovering debt). We also use FPAs to screen job applicants and employees.
Fraud prevention agencies can hold your personal data for different periods of time, and if you are considered to pose a fraud or money laundering risk, your data can be held for up to six years.
If we, or a fraud prevention agency, determine that you pose a fraud or money laundering risk, we may refuse to provide the services you have requested, or we may stop providing existing services to you.
A record of any fraud or money laundering risk will be retained by the fraud prevention agencies, and may result in others refusing to provide services, financing or employment to you.
Whenever fraud prevention agencies transfer your personal data outside the European Economic Area, they impose contractual obligations on the recipients of that data to protect your personal data to the standard required in the European Economic Area. They may also require the recipient to subscribe to “international frameworks” intended to enable data sharing.
9. Your rights
You may, at any time:
exercise your right to request access to certain personal data records we hold about you (a subject access request), by emailing email@example.com with the subject line “subject access request”;
request that we update and correct any out-of-date or inaccurate personal data we hold about you by emailing us at firstname.lastname@example.org with the subject line “data update request”, and also log-in to your ILOCX account and make changes yourself;
contact us to register your preferences for how we contact you at email@example.com
opt out of any marketing communications that ILOCX may send you by emailing us at firstname.lastname@example.org, by writing to our Data Protection Officer at 23 Northumberland Avenue, London WC2N 5AP or by following the link on any email marketing you have received or by following the appropriate opt-out procedures that we include on all marketing materials;
exercise your right to object to our continued processing or your right of erasure, neither of which is a guaranteed or absolute right. We will consider all requests of this nature and take into account any compelling legitimate grounds to continue processing, for example our need to continue to process your personal data in connection with any legal or regulatory requirements to which we are subject; and
When you contact us, we will need you to provide us with adequate information to identify yourself to enable us to assist you in fulfilling your request. We will deal with your request as soon as possible.
You may also request that the CRAs we use provide you with information that they hold about you. You must contact them directly to do this.
10. Security and other Third Parties
ILOCX takes appropriate technical and organisational measures to safeguard the personal data that you provide to us, but we accept no liability if communications are intercepted by third parties or incorrectly delivered or not delivered.
If we transfer your information to third parties we will take steps to ensure that the transfer and any on-going processing by those third parties is carried out securely and in accordance with applicable privacy laws.
You also have a responsibility to ensure that your information is kept secure. If you are a member of our marketplace, you must:
keep your login details secret;
log out of your account when not using it;
maintain good internet security (for example, be careful when using public WiFi or shared access internet connections); and
tell us immediately if you think your account has been compromised.
11. Contact Details
If you have concerns about how we manage your personal data, you can make a complaint to the UK Data Protection Authority, the Information Commissioner’s Office. You can find their contact details here: https://ico.org.uk/global/contact-us/.
12. About ILOCX
ILOCX Limited is a company incorporated in England and Wales, with registered number 11077776 and registered office at 23 Northumberland Avenue, London, WC2N 5AP. ILOCX Limited is registered with the Information Commissioner with registration number ZA496521.
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