Company Terms and Conditions
1.1. These Listing Company Terms and Conditions describe:
the relationship between a Listing Company and ILOCX;
who can List on the ILOCX Platform;
how a Listing Company can sell ILO Licences to an ILO Buyer; and
the Intermediary Services that we provide on the ILOCX Platform.
1.2. These Listing Company 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 Listing Company Terms and Conditions safe for future reference. You can also download the latest version from the Website.
1.4. In these Listing Company Terms and Conditions "we", "us" or "our" means ILOCX Platform. "You", "your", "it" or "its" means a Listing Company. Words which appear in bold are defined in the Glossary at the end of these Listing Company Terms and Conditions.
1.5. Before you List on the ILOCX Platform, you must read these Listing Company Terms and Conditions.
1.6. By creating and maintaining the Company Listing, you agree to be bound by these Listing Company Terms and Conditions. You agree to access and use the ILOCX Platform and the Website for the purposes of selling ILO Licences to ILO Buyers as envisaged by, and in accordance with, these Listing Company Terms and Conditions.
1.7. 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 create the Company Listing or access the ILOCX Platform.
1.8. If you have any questions or queries, you should contact us by email at conta[email protected]
1.9. We allow certain Listing Agents to make Listing Applications on behalf of Listing Companies who are clients or representatives of those Listing Agents. If a Listing Agent makes a Listing Application on behalf of a Listing Company then:
(a) the Listing Agent should disclose this fact to us;
(b) 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
(c) these Listing Company Terms and Conditions shall apply. You can find all approved listing agents at www.ILOagent.com
2. The ILOCX Platform and ILOCX’s role
2.1. The ILOCX Platform is a platform that matches those who wish to buy ILO Licences with those who wish to sell ILO Licences. Our role is to:
operate and manage the Website and the ILOCX Platform;
match Listing Companies with ILO Buyers;
facilitate licence 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 protected]
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 you and 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 Company Wallets for and on behalf of Listing Companies;
arranging for the principal of each ILO Licence Unit Price (minus the Licence Purchase Fee) to be transferred to a Listing Company at the start of the Licence Term of any Licence Agreement;
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 Company 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 a Listing Company or any ILO Buyer, the amount of Licence Royalty payments you be required to make, or the likelihood of payment defaults that may occur, in relation to any ILO Licence.
4. Our agreement with you
4.1. These Listing Company Terms and Conditions set out the basis of our relationship with you as a Listing Company.
4.2. We do not guarantee you will be able to sell ILO Licences through the ILOCX Platform.
4.3. The Licence Agreement sets out your selling relationship with an ILO Buyer. A Licence Agreement is between a Listing Company and the ILO Buyer, in addition but ILOCX has certain rights under it to enable us to perform our role properly. If there is any conflict between these Listing Company 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 behalf of the Listing Company in respect of any ILO Licences 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 Licences 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.
4.6. 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 Licence assets or for purchasing interests in ILO Licence 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.
5.1. Subject to clause 5.2, you may cancel your agreement with us within 14 days of your signing the ILOCX Term Sheet.
5.2. If, after opening your Company Listing and during the 14 day cancellation period, you enter into a Licence Agreement you will lose your right to cancel. This means that you will be unable to close your Company Listing other than in accordance clause 16 (Ceasing to be a Listing Company with ILOCX Platform and termination).
5.3. If you wish to exercise your right to cancel you must contact us by email [email protected] within the 14 day cancellation period.
5.4. 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.
6. Listing Company Eligibility Criteria
6.1. To access and use the ILOCX Platform for the purposes of selling you must create and maintain a Listing Company Account and Company Listing. To be eligible to do so, unless we agree otherwise, you must satisfy the following Listing Company Eligibility Criteria (unless we agree otherwise):
a Listing Company must already have revenues or must be revenue-ready to launch a listing on the main ILOCX Platform;
a Listing Company which is not revenue-ready can launch on PreILO before moving to the main ILOCX Platform.
a Listing Company must be obtaining margins on sales high enough for the ILO Licence to be feasible for both the Listing Company and the ILO Buyer;
a Listing Company must be able to show it has the right to grant the ILO Licence for the product or service;
a Listing Company must have, and maintain, a valid bank account in order to receive ILO Licence sales revenues; and
a 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.
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;
6.2. We may change the Listing Company Eligibility Criteria from time to time.
6.3. If you cease to satisfy the Listing Company Eligibility Criteria, we may close your Company Listing in accordance with the process set out in clause 16 (Ceasing to be a Listing Company with ILOCX Platform and termination).
7. Creating a Company Listing
7.1. Before you can sell on the ILOCX Platform you must create a Listing Company Account and a Company Listing.
7.2. 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.
7.3. 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:
you meet 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;
you can enter into a legally binding agreement with us and each relevant ILO Buyer;
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, 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 Licence Agreement through the ILOCX Platform, you are liable for all royalties and other payments under the Licence Agreement; and
you are properly authorised to transfer money into, and out of, your Listing Company Account and ILOCX Company Wallet.
7.4. If any of the statements in clause 7.3 cease to be true you must contact us as soon as possible by email ([email protected]) to tell us.
7.5. 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, an 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 law suit, you must report this to ILOCX by email to [email protected]
7.6. You must provide us with the sort code and account number of your Nominated Bank Account.
7.7. When you create your Listing Company 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 Listing Company Account and are nontransferable without our specific prior written consent. You will need them to access certain restricted areas of the Website.
7.8. You must keep your username, password and security information secure and confidential. You are responsible for all activity on or through your Listing Company Account, the ILOCX Platform, and in connection with your Nominated Bank, including all activity by anyone that uses your username, password or security information, whether or not they have been authorised by you. You must provide all authorised persons with a copy of these Listing Company Terms and Conditions and ensure that they comply with them when accessing and using the ILOCX Platform and a Listing Company Listing.
7.9. You must not transfer your Listing Company Account to another person, or permit another person to use your Listing Company Account, without our specific prior written consent.
7.10. You must notify us immediately if you believe that an unauthorised person is using your Listing Company Account or the security of Listing Company Account has been or might be breached.
7.11. We can assume that all correspondence, orders, transfers and instructions made by reference to your username and password are made by you.
7.12. 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.
8. Selling and Licence Agreements
8.1. When you sell an ILO Licence on the ILOCX Platform you must agree to and accept the Licence Conditions.
8.2. 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.
8.3. Before you can start to sell to ILO Buyers you must agree to, and accept, the Listing Agreement, and complete the Corporate Resolution and Directors’ Declarations. The Help Pages explain how Listing Companies can launch their Company Listing and how the selling process works.
8.4. You must only sell ILO Licences by using our Buy Now Button in your Green Sheet displayed on the ILO Platform and associated websites. You can choose to stop future selling by contacting us at [email protected]
8.5. An ILO Buyer may request a refund for an ILO Licence within 24 hours of purchase by contacting us by email on [email protected]
8.6. Once the 24 hours cooling off period has passed, the ILO Buyer must contact the Listing Company directly to request a refund as ILOCX will have paid the ILO Licence Unit Price to the Listing 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.
8.7. If an ILO Buyer has requested and been granted a refund the Licence Agreement is cancelled, and rights and obligations therein are immediately voided.
8.8. 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.
8.9. 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.
8.10. Each Licence Agreement is governed by the Licence Conditions set out therein. When a Licence Request is successfully completed, the Licence Agreement is automatically formed between each Listing Company that sells a Licence and the relevant ILO Buyer.
8.11. Once the ILO Buyer makes payment on the ILO Platform, a Licence Agreement is issued with a unique reference number and the ILO Licence sale is complete. Your funds, less applicable fees, are transferred to your Nominated Bank or can be left in your Listing Company Wallet until such time as you instruct us to send them to your Nominated Bank.
8.12. Information regarding your Listing Company Listing, the Licence sales you have made, funds in your Listing Company Wallet and other information relating to your selling is viewable in your Listing Company Dashboard.
8.13. We may:
withdraw ILO Licences if the ILO Buyer has requested and been granted a refund;
withdraw ILO Licence 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).
8.14. Funds held in your Listing Company Wallet do not earn interest.
8.15. We can enforce certain terms under a Licence Agreement and can take certain action on behalf of you or the relevant ILO Buyer.
8.16. 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.
8.17. 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.
8.18. If you do not agree with any changes that we make to the Licence Conditions, please notify us by email on [email protected]
9. Qualification and Licence Royalties
9.1. Under the Licence Agreement ILO Buyers are entitled to royalty payments upon Qualifying the ILO Licence by distributing marketing materials to their business & social networks and social media accounts under the Licence Conditions set out in the Licence Agreement.
9.2. Listing Companies will examine evidence of the promotional activities of ILO Buyers in the form of Links or automatically through the ILO Platform and confirm their Qualification according to the Licence Conditions.
9.3. Listing Companies provide a corporate resolution which confirms that the qualified ILO Buyers are legally entitled to a percentage of your revenues as set out in the Licence Conditions.
9.4. 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.
9.5. Neither we nor any ILOCX Company guarantee any payments that are due from you to ILO Buyers under any Licence Agreement. Listing Companies are fully responsible for all payments due to ILO Buyers.
9.6. 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.
9.7. 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.
10. Payment Frequency and Accounting
10.1. 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.
10.2. 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.
10.3. 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.
10.4. 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 www.iloexchange.com
10.5. 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.
11. Missed Royalty Payments and Defaulted Licences
11.1. 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.
11.2. 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.
11.3. 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 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.
12. ILO Licence Term and Buyback
12.1. Unless otherwise stated, Licence Agreements shall be for an initial fixed period of three years lasting from the Commencement Date until the Buyback Date.
12.2. 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.
12.3. 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.
12.4. Some Listing Companies may opt to ILO Licence')">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.
12.5. 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 Reserve of cash equal to the number of ILO Units issued.
13. Trading of Licences
13.1. 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 you in place of the original ILO Buyer. You agree to be bound by any such assignment and to abide by all the Licence Conditions under the Licence Agreement with the new ILO Buyer.
13.2. 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 their ILO Buyer Account.
13.3. Should any Order Stacking be suspected, a full investigation will take place during which an ILO Buyer will be able to respond.
14. Withdrawing funds
14.1. All withdrawals must be to your Nominated Bank.
14.2. You can withdraw available funds that have been earned from your Company Listing less fees as laid out in 15. 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.
15. Fees and charges
15.1. Unless otherwise stated in the Term Sheet, a non-refundable application fee of $25,000 is charged for a standard listing on the ILOCX.
15.2. Listing Companies 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. This fee can be paid monthly for years 2 and 3 under separate agreement.
15.3. ILOCX charges Listing Companies ILO Purchasing Fees of 5% of the Listing Companies ILO Purchasing Fees Purchase Price of each ILO sold on the ILO Exchange plus Payment Gateway Charges and Wiring Charges which may vary.
15.4. 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 access and withdraw funds from your Company Wallet, or 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.
15.5. We reserve the right to change or waive any applicable fees from time to time.
16.1. We may make changes to these Listing Company Terms and Conditions from time to time without your consent for any of the following reasons:
to make these Listing Company 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.
16.2. We will always try to give you at least one month's notice of an amendment to these Listing Company 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.
16.3. Subject to clause 16.2, if you do not agree with any changes that we make to these Listing Company Terms and Conditions 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.
16.4. 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 the you to terminate use of the intermediary services, including but not limited to access to the ILO Platform, ILO Buyer Wallet, Buyer Dashboard, Secondary Trading Platform and any royalty payment delivery, ILO purchasing, ILO trading or Licence Transferring Services available through them. 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 Licence Agreement with ILO Buyers directly.
16.5. If the Listing Company grants permission for an ILO Buyer to manage their Licence Agreements with you directly, you must notify us by email on [email protected]
17. Ceasing to be a Listing Company with ILOCX Platform and termination
17.1. If you no longer wish to be a Listing Company then, provided you have:
no Licence Agreements in force;
no outstanding amounts in your ILOCX Company Wallet;
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.
17.2. If you wish to close your Listing Company Listing but the following circumstances apply:
you are a party to a Licence 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 Licences 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.
17.3. We may give you notice that we intend to close your Listing Company Listing 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 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.
17.4. If we give you notice under clause 17.3, we will remit any remaining funds to which you are entitled, less any fees which may be owed to us, ILO Buyers or any ILOCX Platform Listing Company, to your Nominated Bank Listing and then close your Listing Company Listing.
18. Your Liability To Us
18.1. 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 clause 7 (Creating a Company Listing)).
17.2. You will be liable to us as contemplated by clause 14.
17.3. You will not be liable to us for any loss or damage which is not foreseeable.
18. Our Liability To You
18.1. Subject to clause 19.2, 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
18.2. 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 Licence, or from circumstances that are beyond our reasonable control.
18.3. Nothing in these Listing Company 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, 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.
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 ILO Buyer, please contact us by email ([email protected]). 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 Listing Company 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 Listing Company Listing. You 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.
22.3. Our rights under these Listing Company 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 Listing Company 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 Listing Company Terms and Conditions 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. You cannot assign or transfer your rights and obligations under these Listing Company Terms and Conditions.
22.5. Any back-up servicer may enforce all rights available to it under the Contracts (Rights of Third Parties) Act 1999.
22.6. These Listing Company 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 Listing Company Terms and Conditions, we and a Listing Company submit to the non-exclusive jurisdiction of the English courts.