Last updated: July 16, 2018

These are the Terms and Conditions (“terms of use”, “terms of service”, “the Terms”) for the InventoryClub Peer-to-Peer (P2P) Marketplace (“InventoryClub”,” Marketplace”, “we”, “us”, “our”, “the Service”). The InventoryClub Marketplace is the world’s first peer-to-peer inventory finance marketplace to connect Commonwealth merchants with a global membership of financial backers. Please read our Terms and Conditions carefully before using the InventoryClub Marketplace and corresponding services, such as VNTPay and Commwea, operated by InventoryClub as part of the InventoryClub ecosystem ("us", "we", or "our").


By using the InventoryClub (P2P) Marketplace or any of our associated websites, APIs, or corresponding services (collectively the “InventoryClub ecosystem”, “InventoryClub”, “Services”), you agree that you have thoroughly read, completely understood, and accept to comply with our Terms and Conditions. The contracting entity that you are contracting with is The InventoryClub Marketplace, known as InventoryClub.


Your access to and use of the Service is conditioned on your acceptance of and compliance with our Terms and Conditions. Our Terms and Conditions apply to all visitors, users and others who access or use the Service. We reserve the right to change and update these Terms and Conditions by posting changes and updates to the InventoryClub Marketplace website. You are advised to check these Terms and Conditions regularly for any changes or updates that may relevant to you.


By accessing or using the Service you agree to be bound by our Terms and Conditions. InventoryClub and the associated services offered by InventoryClub should NOT be used by persons who do NOT agree with our Terms and Conditions, wish to comply with our Terms and Conditions (“Terms”) and/or with the common law legal system of England and Wales (English Law) and corresponding international law.


Before using the Service and Services, you must also read InventoryClub’s Privacy Policy which governs the protection and use of personal information about Users in the possession of InventoryClub and associated components of the InventoryClub ecosystem. We respect and diligently protect the privacy of those who access and use our Service.


General Agreement

Under these Terms and Conditions, by the using the Service you agree to use InventoryClub and corresponding components of the InventoryClub ecosystem for your own private, personal and internal purposes. You also agree to not exploit the features and functions of the Service and Services in the form of reproduction, unauthorised download and/or resell of any aspect of the Service and Services. This covers everything within and directly associated with the Service and Services, including but limited to: images, video, written/text content, files, data of all types and more. Use of any content, features or functions of InventoryClub for any purpose not expressly permitted in these Terms and Condition is prohibited. Any material or data of any kind, including but not limited to the states items above, that a user downloads or otherwise obtains through InventoryClub is done at each user’s sole discretion and risk and each user is solely responsible for any damages and subsequent consequences.


Access to InventoryClub

For actual and potential Members and Merchants, ensuring that you have uninterrupted access to the InventoryClub (P2P) Marketplace, your account(s), its content and features and associated components of the InventoryClub ecosystem is our priority. However, we cannot guarantee that access to the stated will always be uninterrupted or consistently be available; access may also be restricted directly by InventoryClub due to negative user behaviour, which can be define but is not limited to, a failure to comply with our Terms and Conditions.

Access may be suspended, limited or prohibited due to the following:
- Error of any kind
- Fault of any kind
- Force majeure
- Maintenance; planned or otherwise.

Access may be suspended, limited or prohibited due to the stated reasons above but is not limited to this list. Note, InventoryClub will not be liable to you for any damage or loss of any kind which you may incur as a result of restricted access to the Service and Services, regardless of the reason for the restriction.



Members

A Member is defined as a user who purchases Inventory Finance Agreements (“IFA”, “proposal”) and INSTRUCTS Merchants and InventoryClub to fulfil the IFA. These Terms and Conditions apply to all Members (“you”, “your”, “user(s)”, “it(s)”) of InventoryClub in respect of their Member Account regardless of whether they hold a Merchant Account, a Commwea Account, or both of them.


These Member Terms and Conditions describe the relationship between a Member and InventoryClub and the relationship between a Member and a Merchant. These Terms also outline a Member can purchase proposals and exactly what this will mean, and what will happen following the purchase; including the Intermediary Services that we provide on the InventoryClub (P2P) Marketplace.



Before you create a Member Account, you must read these Member Terms and Conditions. By creating and maintaining a Member Account, you agree to be bound by these Member Terms and Conditions. You agree to access and use the InventoryClub (P2P) Marketplace and the Website for the purposes stated and in accordance with, these Member Terms and Conditions.


If you feel you are not able to comply with these Member Terms and Conditions or you do not wish to be bound by them, then you should not proceed to create a Member Account or access the InventoryClub (P2P) Marketplace. If you are an existing Member and do not wish to or are not able to comply to an update to the Service then you should close your Member Account, in accordance with our closing procedure and not continue to access the InventoryClub (P2P) Marketplace.


InventoryClub’s relationship with Members


These Member Terms and Conditions set out the basis of our relationship with you as a Member. We do not make guarantees of any kind to you regarding but not limited to, the use, features, functions or outcomes of participation in the InventoryClub (P2P) Marketplace.


The Inventory Finance Agreement (“IFA”, “proposal”) sets out your relationship with a Merchant. An IFA is between a Member and a Merchant, but we have certain rights under it to enable us to perform our role properly. If there is any conflict between these Member Terms and Conditions and the IFA, the terms of the IFA will prevail.


We will not perform any management functions on your behalf in respect of any proposals that you have purchased. It is your sole decision whether or not to purchase a proposal from a Merchant on the InventoryClub (P2P) Marketplace. You should seek independent financial, legal, tax or other professional advice prior to deciding to purchase an IFA on the InventoryClub (P2P) Marketplace.


We are not authorised to give investment advice. No information contained on the InventoryClub (P2P) Marketplace or any other component of the InventoryClub ecosystem constitutes investment advice or a recommendation to purchase proposals and should not be treated as such.


Creating a Member Account


Before you can purchase proposals on the InventoryClub (P2P) Marketplace you must create a Member Account. We have absolute discretion whether to accept or reject your application to become a Member and create a Member Account.


You confirm and agree that, when you create a Member Account and for so long as you maintain a Member Account that the information you provide to us is true and accurate in all respects and is not misleading, that you will ensure no unauthorised person can access or use your Member Account, that 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. Furthermore, you understand that by purchasing any IFA through the InventoryClub (P2P) Marketplace, you are instructing Merchants, your capital is at risk, and you accept that you are fully exposed to all losses which may be incurred by you..


You must update your Member Account when your details change or tell us, and we will update your details. Also, you must provide us with the VNT address of your nominated VNTPay Account.


When you create your Member 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 Member Account and are non-transferable without our specific prior written consent. You will need them to access certain restricted areas of the Website.


You must notify us immediately if you believe that an unauthorised person is using your Member Account, or the security of your Member Account has been or might be breached. We can assume that all correspondence, purchases, transfers and instructions made by reference to your username and password are made by you. We can decline to act on your instructions or suspend your Member Account if we suspect illegal or fraudulent activity or unauthorised use of your Member Account.


Inventory Finance Agreements - Members Buying Proposals


  • Members browse the Marketplace for proposals and make a purchase provided the Merchant proposal level is equal to or less than their Member level.
  • Members can also create or join cartels consisting of other Members with the same or lower member level. As a cartel, the Members can pool their VNT together to purchase proposals.
  • When a proposal purchase is complete, InventoryClub is instructed by the Member or cartel to purchase the physical inventory items on behalf of the member or cartel.
  • The inventory is stored in an InventoryClub warehouse until sold.

Merchants


A Merchant is defined as a user who proposes Inventory Finance Agreements (“IFA”, “proposal”) and is INSTRUCTED by Members who have purchased IFA to fulfil the IFA, through but not limited to, selling the purchased inventory on Commwea (commwea.com). These Terms and Conditions apply to all Merchants (“you”, “your”, “user(s)”, “it(s)”) of InventoryClub in respect of their Merchant Account regardless of whether they hold a Member Account, a Commwea Account, or both of them.


These Merchant Terms and Conditions describe the relationship between a Merchant and InventoryClub and the relationship between a Member and a Merchant. These Merchant Terms also outline how a Merchant can propose IFAs and exactly what this will mean, and what will happen following the purchase; including the Intermediary Services that we provide on the InventoryClub (P2P) Marketplace.


Before you create a Merchant Account, you must read these Merchant Terms and Conditions. By creating and maintaining a Merchant Account, you agree to be bound by these Merchant Terms and Conditions. You agree to access and use the InventoryClub (P2P) Marketplace and the Website for the purposes stated and in accordance with, these Merchant Terms and Conditions.

If you feel you are not able to comply with these Merchant Terms and Conditions or you do not wish to be bound by them, then you should not proceed to create a Merchant Account or access the InventoryClub (P2P) Marketplace. If you are an existing Merchant and do not wish to or are not able to comply to an update to the Service then you should close your Merchant Account, in accordance with our closing procedure and not continue to access the InventoryClub (P2P) Marketplace.


InventoryClub’s relationship with Merchants

These Member Terms and Conditions set out the basis of our relationship with you as a Merchants. We do not make guarantees of any kind to you regarding but not limited to, the use, features, functions or outcomes of participation in the InventoryClub (P2P) Marketplace.


The Inventory Finance Agreement (“IFA”, “proposal”) sets out your relationship with a Member and what you are instructed to do. An IFA is between a Member and a Merchant, but we have certain rights under it to enable us to perform our role properly. If there is any conflict between these Merchant Terms and Conditions and the IFA, the terms of the IFA will prevail.


We will not perform any management functions on your behalf in respect of any proposals that you have proposed, have been purchased by a Member and that you are under instruct. It is your sole decision whether or not to propose an IFA in the Marketplace and thus allow a Member on the InventoryClub (P2P) Marketplace to purchase the IFA, thus instructing you to sell the Inventory.


You should seek independent financial, legal, tax or other professional advice prior to deciding to propose an IFA on the InventoryClub (P2P) Marketplace.

We are not authorised to give investment advice. No information contained on the InventoryClub (P2P) Marketplace or any other component of the InventoryClub ecosystem constitutes investment advice or a recommendation to purchase proposals and should not be treated as such.


Creating a Merchant Account

Before you can propose IFAs on the InventoryClub (P2P) Marketplace you must create a Merchant Account. We have absolute discretion whether to accept or reject your application to become a Merchant and create a Merchant Account.


You confirm and agree that, when you create a Merchant Account and for so long as you maintain a Merchant Account that the information you provide to us is true and accurate in all respects and is not misleading, that you will ensure no unauthorised person can access or use your Merchant Account, that 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. Furthermore, you understand that by proposing any IFA through the InventoryClub (P2P) Marketplace, you will receive instructs from any Members who purchases your proposal and you accept that you are fully exposed to all losses of any kind which may be incurred by you.

You must update your Merchant Account when your details change or tell us, and we will update your details. Also, you must provide us with the VNT address of your nominated VNTPay Account.


When you create your Merchant 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 Merchant Account and are non-transferable without our specific prior written consent. You will need them to access certain restricted areas of the Website.

You must keep your username, password and security information secure and confidential. You are responsible for all activity on or through your Member Account, the InventoryClub (P2P) marketplace, and in connection with your nominated VNTPay Account, including all activity by anyone that uses your username, password or security information, whether or not they have been authorised by you.


You must notify us immediately if you believe that an unauthorised person is using your Merchant Account, or the security of your Merchant Account has been or might be breached. We can assume that all correspondence, purchases, transfers and instructions made by reference to your username and password are made by you. We can decline to act on your instructions or suspend your Merchant Account if we suspect illegal or fraudulent activity or unauthorised use of your Merchant Account.

Inventory Finance Agreements - Selling Proposals

  • Merchants submit a proposal containing IFA details. The details of the proposal are checked, the KYC (Know Your Customer) is conducted on the stated supplier and the proposal is either accepted or rejected by InventoryClub.
  • Merchants can only submit proposals within their Merchant level; if they exceed their level the proposal will be rejected.
  • If the proposal is accepted, it goes live and can be viewed in the Marketplace.

InventoryClub intermediary Services

The InventoryClub Marketplace is peer-to-peer platform that enables Members from worldwide to finance Merchants of the Commonwealth. Our primary role is to operate and manage the Marketplace and the associated components of the InventoryClub ecosystem, provide features and functions to match Members with Merchants, facilitate the purchase of Merchant proposals by Members using VNT through VNTPay, and perform Intermediary Services.

We, or others we instruct, perform Intermediary Services such as carry out KYC’s (Know Your Customer) assessments on Merchant suppliers, reviewing and facilitating the creation of IFAs to be proposed by Merchants, collecting and distributing payments due to you and received by us from purchases of directly financed Inventory on the Commwea.com. You as a Member authorise us to provide or arrange the provision of the Intermediary Services for you. Our intermediary role will be further detailed in the outlined processes below.

No information, activity or process undertaken, or outcome reached, in connection with the provision of Intermediary Services, including the KYC assessments of suppliers or the review and acceptance of IFAs, is intended to constitute or be construed as advice, recommendations or any kind guarantee by the InventoryClub (P2P) Marketplace or any component of the InventoryClub ecosystem as to the competence of a Merchant and thus the quality of their proposal , the actual monetary amount you will receive after purchasing an IFA, or the likelihood of receiving a monetary amount less than the monetary amount you purchased the IFA for.

InventoryVault

InventoryVault is the InventoryClub Blockchain. This is where all information and data from all components of the InventoryClub ecosystem is stored.

Note, we do NOT store your direct personal information and data, defined in our Privacy Policy, in InventoryVault.

The data stored in the InventoryVault, associated with the InventoryClub (P2P) Marketplace, includes but is not limited to:

  • Transactions such as proposal purchases and payments associated with proposals and their associated VNTPay addresses
  • The time, date and price at which Inventory has been sold on Commwea.com
  • The Account ID of purchasing and instructing Members
  • The Account ID of proposing Merchants and those under Instruction from Members


About InventoryClub

We will not charge you any fee for creating an Account, whether Member or Merchant on the InventoryClub (P2P) Marketplace. Fees are charged when a Member or Cartel purchases a proposal and when Inventory purchased by InventoryClub under the instruction of a Member or Cartel is sold on Commwea.com.


Intellectual Property Rights

InventoryClub is the owner (sole) of all the rights, interests and content of the Service. The website content and functionality within the InventoryClub ecosystem and outside within justifiable scope (not limited by this statement) can be considered trade secrets and are protected by relevant intellectual property rights laws and global copyright laws; all ownership rights in the Service and associated Services remain with Commwea.com.

Note, all rights not otherwise claimed under these Terms and Conditions are hereby reserved.


Unforeseeable circumstances

There is a probability, however small, of chance occurrences or unavoidable accidents that may prevent us from fulfilling any or all features or functions of the Service. The occurrences and accidents can be described as but are not limited to an act of God, act of man or act of parliament. Meaning, without limitation, anything beyond our reasonable control such as a fire, storm, flood, war, strike, labour disputes, riots, crime, computer and/or internet failure, electrical power failures, any equipment failure and various potential failures of third parties. Under no circumstances shall InventoryClub or any component of the InventoryClub ecosystem be held liable for disruption of the Service delivered through the InventoryClub (P2P) Marketplace due directly or indirectly to the stated or corresponding chance occurrences or unavoidable accidents.

Disclaimers

We do not guarantee that the Service and Services will always be free of technical faults, bugs and/or computer and web viruses; we advise users to utilise virus protection software. Your computer programmes, platforms and information technology are your responsibility to configure.


The display or provision of any hyperlink and reference to any third-party website, product or service does not mean that we endorse that third-party's website, products or service. Users of a third-party site may be governed by the terms and conditions of that third-party website.

Furthermore, we do not warrant or represent that the use of the Service and Services, its content, features or functions, will not infringe the rights of any third-party.

Contact Us
If you have any questions about these Terms, please contact us.
Send Email: hello@inventoryclub.com
Telephone: +44 (0) 330 333 9231


About InventoryClub

InventoryClub is the world’s first peer-to-peer inventory finance marketplace to connect Commonwealth merchants with a global membership of financial backers. We have built an ecosystem that enables online merchants to access inventory without the need to go through financial institutions, bridging the gap between the power of Blockchain and the people who can truly benefit from it, within the Commonwealth and beyond.


InventoryClub Ltd (“InventoryClub”), a private limited company incorporated in England and Wales with company number 11008829 and whose registered office is 8 Nursery Road, London, United Kingdom, SW9 8BP.