Sellers must select either a standard account or a premium account package when registering an account with us. Applicable fees for each account package, including any membership fees, listing fees and renewal fees (“Account Fees”), will be set out on our Platform when you first register an account with us. In addition, commission will be charged on the sale of IP Rights at the applicable rate according to the account package you are on (as agreed with you during the registration process) (“Commission”). Unlike a premium account, a standard account is free to hold, with the Seller paying only the listing fees. Holders of a premium account are required to pay their membership fees but are not charged any listing fees. A holder of a premium account shall be called a “Premium Seller” and a holder of the standard account – “Standard Seller”.
In consideration of the Account Fees, and subject to the Seller Warranties set out below which you agree to provide to us on an ongoing and continuous basis, we will list your IP Rights on our Platform and perform the services set out in the applicable account package you have chosen as described on our website (the “Services”). Please note that our Services are provided only in connect with the sale and purchase of IP Rights on our Platform. Our Platform may not be used for the purchases of general trade mark searches or clearance work, or any other work that does not directly relate to the sale or purchase of IP Rights on our Platform (the “Out-of-scope IP Work”). If you require any Out-of-scope IP Work, please contact us and we shall refer you to an appropriate provider whenever we can.
We will use reasonable skill and care in providing the Services to you in accordance with these Terms and all applicable laws.
Payment of the Account Fees is in advance. We will take your first payment from your agreed payment method on the date your Listing Page goes live on our Platform and will take subsequent payments on a quarterly basis for Premium Sellers thereafter. Should, for any reason, you fail to pay the Account Fees by the due date, then without limiting our other rights and remedies in law, we shall be under no obligation to provide the Services to you until the Account Fees have been paid.
Commission payments shall be automatically deducted from your escrow account upon payment by the Buyer of the IP Rights and paid to us at the rate according to your account package. A Commission statement shall be provided to you within 10 working days from date of payment. A final statement for the Commission payment shall be auto-generated by one of our third-party financial service providers, such as Xero or Escrow.
You acknowledge and agree that we have the exclusive right to list, advertise and sell your IP Rights via our Platform for the Initial Term and any Renewal Term. If, for any reason, your IP Rights are sold or otherwise transferred to a third party whilst your IP Rights are listed on our Platform, or within 90 days of your IP Rights having being listed on our Platform, you shall pay to us Commission equivalent to 15% of the sale fees at the applicable rate agreed during the registration process or such other fee as agreed by us in writing in advance.
You acknowledge and agree that the Account Fee, or any part of it, is non-refundable notwithstanding termination of our Agreement for any reason.
We reserve the right to update the Account Fee and/or Commission rate from time to time by giving you written notice, but any such changes will not affect the current agreement we have with you.
Listing Page
You can list, advertise and sell your IP Rights via a dedicated listing page on our Platform (“Listing Page”). Each Listing Page shall display the following information, as a minimum, as applicable:
- IP Right;
- Registration number;
- Classes;
- Territories;
- Filing Date;
- Registration Date;
- Expiry Date;
- Priority Date.
Each Listing Page will be displayed on the Platform for a term of six months from the date the Listing Page first goes live (“Initial Term”). The Listing Page shall automatically renew for a further 6 months (each a “Renewal Term”) unless you provide us with a minimum of 24 hours’ notice of your intention not to renew the Listing Page prior to the expiry of the Initial Term or Renewal Term, such notice not to take effect before the end of the Initial Term or the Renewal Term (as applicable). The renewal fees agreed with you in your account package shall apply to any Renewal Term. If you are a Premium Seller and you inform us that you do not wish to have a premium account (or instruct us not to charge you an additional fee at the end of the payment quarter), your account will be automatically downgraded into a Standard Seller account.
As part of the agreed Services, we may assist you with the migration of your IP Rights onto our Platform, however, it is your responsibility to check that the information is correct prior to the Listing Page going live on our Platform.
You remain fully responsible for the content of the Listing Page and ensuring that it is complete, accurate and up to date at all times.
Seller Warranties
You warrant, represent and undertake that:
- You are the owner of the IP Rights listed on our Platform;
- All IP Rights are valid, subsisting and enforceable, and nothing has been done or not been done as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable. In particular:
- all application and renewal fees and other steps required for the maintenance or protection of such rights have been paid on time or taken; and
- there are and have been no oppositions, claims, challenges, disputes or proceedings, pending or threatened, in relation to the ownership, validity or use of such rights,
- The IP Rights will not infringe third party rights, including the intellectual property rights and privacy rights of any third party;
- You will fully comply with these Terms and all applicable laws and regulations with respect to your activities under these Terms;
- You shall obtain and maintain all necessary licences, permissions and consents necessary for the performance of your obligations under these Terms; and
- You will provide us with all necessary co-operation in relation to the Services including access to information we may reasonably require in order to provide the Platform and Services to you.
You must notify us immediately if you are in breach of any of the above Seller Warranties or if there is any change to the IP Rights held by you.
You agree to indemnify us for any breach by you of the above Seller Warranties. Regardless of your Account status, we strongly recommend that you carry insurance which is adequate to cover your liabilities and obligations to us and to the Buyers under these Terms.
We reserve the right to remove any of your IP Rights from our Platform and suspend or terminate the Services and access to the Platform immediately and without notice to you are in breach any of the above Seller Warranties or we have reasonable grounds to believe the same is true.
No guarantee or endorsement
You are responsible for reviewing the Services to ensure their accuracy and completeness and for the results obtained from your use of the Platform and Services. We cannot guarantee and do not promise any specific results from your use of the Platform and/or the Services, nor do we represent or endorse the creditworthiness or value of any Buyer to the Platform who contacts you as a result of your listing on our Platform.