Australia BBX Trading Rules
- The BBX Trading Rules ("Trading Rules") herein, is the set of rules that regulates the conduct of the BBX Community on the BBX Trading Platform. The BBX Community comprises all Members, which are legal business entities that have joined a Barter Business Exchange, and End Users, who are individuals licensed to access and conduct trading on the BBX Trading Platform.
- The BBX Trading Rules is incorporated into and forms part of the BBX Membership Agreement (for Members) and the End User License Agreement (for End Users), and is therefore binding upon all Members and individual End Users that conduct trading activity on the BBX Trading Platform.
- The Trading Rules is released and regulated by the Country Manager, the business entity licensed by BBX International Hong Kong, owner and developer of the BBX Trading Platform software, to operate a Barter Business Exchange in this territory. Members and End Users grant to the Country Manager the exclusive right to regulate their trading conduct on the BBX Trading Platform and make decisions concerning use that, in its sole judgment, it deems necessary.
- Obligations imposed upon Members under the BBX Trading Rules shall survive suspension and/or termination of the right of a Member to participate in trading activities on the BBX Trading Platform.
- The BBX Trading Rules shall become effective as soon as they are published on the official website.
- The Country Manager shall have the sole right to determine and amend the BBX Trading Rules herein, to determine version changes, including any or all fees, from time to time, as it deems necessary. Members shall be informed and notified of the effective date of such changes of the BBX Trading Rules. Members hereby agree to be bound by such amendment(s) from the effective date, notwithstanding they may not have actual knowledge of such amendment(s).
- If any part or provision of the BBX Trading Rules herein should be judged or found to be void or unenforceable, it shall not affect the validity and enforceability of all other parts and provisions of the BBX Trading Rules herein and shall be severable from every other part and provision of the BBX Trading Rules herein, to the intent that BBX Trading Rules herein shall continue in force and effect to the fullest extent possible after severance of the part or provision which is void or unenforceable.
- Members and End Users of the BBX Trading Platform agree to comply with the Code of Barter Conduct and the Fair Trade Rules.
- Code of Barter Conduct: As part of the BBX community, I recognise that to receive value and good service, I must give value and good service. I also recognise that in order to be fair for all in the BBX community, we must all conduct business under the same rules. I therefore agree that I will follow the BBX Trading Rules and the Code of Conduct, and that my trading conduct will adhere to the the Fair Trade Rules.
- Fair Trade Rules:
- I agree to sell my goods and services on a 100% barter basis, for all transactions up to RM5000. For the amount of a transaction over RM5000, I have the option to negotiate a cash payment or a barter and cash blend;
- I agree to charge the prevailing price for my goods and services;
- I agree to treat all Members and End Users with a long term focus;
- I understand that it is not always possible for Members to sell their sale or discounted stock in the BBX community;
- I will observe and comply with applicable laws and regulations when engaging in trades.
- I agree that I will not offer or trade in counterfeit or otherwise prohibited items or services.
- I agree that I will provide both positive and negative feedback to the Country Manager regarding other Members’ and End Users' adherence to the BBX Trading Rules; and,
- I acknowledge and agree to the termination of Members and End Users who break the BBX Trading Rules.
- A Member Trade Account ("Trade Account") on the BBX Trading Platform for the purpose of barter trading is established for each Member once membership process has been completed.
- Each Trade Account is automatically granted five End User IDs, which the Member can assign to individuals to conduct trading activity on the BBX Platform.
- The conduct and trading activities of Member-assigned End Users are ultimately the responsibility of the Member.
- Members are responsible for confirming all “sell” and “buy” transactions on their accounts.
- The selling and buying Members are held liable for any errors or omissions relating to the processing of a particular trade Transaction on the BBX Trading Platform.
- Trade transactions executed by Member-assigned End Users are consolidated and appear in the Member's monthly Trade Account Statement.
- A Member's Trade Account on the BBX Platform shall have one of the following statuses at any one time:
The Member can access the BBX Trading Platform to engage in trade with other Members. Any Member that conducts trade transactions within the approved trading BTC credit limits and in accordance with the BBX Trading Rules, who is current and punctual in settling fees and monies owed to the Country Manager, has their account as Active status.
The Member cannot engage in trade on the BBX Platform due to a breach of the Trading Rules. The Member shall be added to the published list of suspended Member Accounts on the website or within its newsletter broadcast platforms. Such postings shall be deemed as official notifications of trading accounts that are in Suspended status. The Suspended Member cannot take any action against the Country Manager, legal or otherwise, for the publication of such a list.
Re-instatement: All trading privileges and access to electronic-authorisation on the BBX Trading Platform will be reinstated immediately, upon remedying and the cessation of any violation of any provisions of the BBX Trading Rules herein, or on the settlement of such past due sums owing to other Members of the BBX community or the Country Manager.
- Temporary Hold Status:
The Member that has built up a large credit balance in its account may request to be put on "Temporary Hold" status. In this status, the BBX Trading Platform will be set to "temporary suspend new sales" of their products and services to other Members. The Country Manager will notify the BBX community of such an event. The Country Manager will assist the Temporary Hold Member in re-establishing a trade balance that is acceptable by trade matching for the Member to purchase in the BBX community. Once this is achieved, the Member Account status can be reset to Active.
The Member has either completed the procedure of voluntary termination its account and membership, or has been terminated by the Country Manager for breach of the BBX Trading Rules.
Non-reactivation of a terminated account: A terminated membership and Member Account cannot be re-activated.
- Barter Trade Credit(s) ("BTC"): The BBX Trading Platform uses an electronic accounting unit called the BTC, to record the value of goods and/or services exchanged by the BBX Community.
- BTC is not legal tender, securities, or commodities and cannot be redeemed for cash from the Country Manager.
- For purposes of recording, accounting, audit and tax purposes, one (1) BTC is assigned a nominal value of , as a practical means to record the values of the barter trade transactions.
- BTC may only be used in the manner and for the purpose set forth in the BBX Trading Rules.
- Under no circumstances shall the Country Manager and the BBX community be under any obligation to any Member to redeem or convert to cash or pay any amount for or in respect of the BTC. The Country Manager does not warrant the negotiability of the BTC.
- BTC Credit Balance is an asset of the Member: A credit balance of BTC recorded in a Member's trade account represents an accounts payable due from the BBX community, and as such, is an asset of that Member. Such a Member is entitled to obtain goods or services from another Member to a value equivalent to that credit balance, in accordance with the BBX Trading Rules but not otherwise.
- A credit balance does not constitute a liability or a debt payable by the Country Manager to any Member.
- It is understood and agreed that Members are not creditors of the Country Manager in relation to any Member’s ability or lack thereof to utilise or spend the BTC in the Member’s account.
- BTC Debit Balance is a liability of the Member: A debit balance of BTC recorded in the Member's trade account represents a liability of that Member. It is an accounts payable due to the BBX community. A Member whose trade account has a debit balance is liable, to either:
- supply goods or services to an equivalent value to another Member in accordance with the BBX Trading Rules but not otherwise; or,
- if the Member has not discharged its liability in accordance with Rule 20(i) hereof, to pay to the Country Manager an amount in the monetary unit (cash) equivalent to the amount of the trade dollar debit balance of the trade account, together with any fees and costs payable in accordance with the BBX Trading Rules.
- Members that have debit BTC accounts must on all accounts and circumstances accept a sale transaction in BTC from a buying Member of the BBX community. Non-acceptance of a BTC transaction in sale circumstances leads to a breach.
- The Member acknowledges that all barter trade transactions are entered into voluntarily between a selling Member and a buying Member and that barter transactions incur the usual risks associated with any business trading. Members should adopt such insurance policies, due diligence and/or internal processes as any reasonable and prudent businessmen would, to safeguard their interests in commercial transactions. The usual provisions that exist under standard commercial law exist with regards to barter trades.
- Members are solely responsible for their respective barter trades conducted on the BBX Trading Platform. The Country Manager does not bear any responsibility whatsoever for the good title, condition, fitness for particular purpose, merchantability, punctual delivery, quality, quantity, value or any other characteristics of any goods and/or services purchased or rendered through the BBX Trading Platform. The Country Manager shall not be liable for any damages, loss or theft of goods placed into or purchased through the BBX Trading Platform by a Member.
- The selling Member shall be responsible for the delivery, quantity and quality of the goods and/or services it sells or supplies in relation to any barter transaction it enters into in accordance with the terms and conditions mutually agreed upon with buying Members. The buyer’s sole remedy shall be against the seller for any defect or non-conformity in the quality, merchantability or value of the goods and/or services supplied by the seller.
- Country Manager not liable: The Country Manager shall not be liable to either the buyer or the seller whatsoever for any breach by any party of any terms and conditions of their trade. The Country Manager is not a party or agent to any trade or transaction between the buyer and seller, but is merely a third party record keeper.
- Barter trading using BTC is subject to taxation. Each Member is solely responsible for declaring and reporting all applicable taxes resulting from the barter trades.
- Selling Members shall charge any appropriate government taxes or levy and excise in cash and collect directly from the buying Member and record these as required by law (e.g. GST, VAT, service tax). Under no circumstances will the Country Manager be responsible for paying any such tax on behalf of any Member.
- A valid trade transaction follows the prescribed procedure below. The Country Manager will not recognise any barter transaction that is not in compliance with the prescribed procedure.
Buyer and seller parties are fully responsible for negotiating the price and any terms of a trade prior to initiation of a trade transaction on the BBX Trading Platform.
- Initiation of transaction
The buying party initiates a trade transaction by authorising the BTC debit from its account on the BBX Trading Platform. If this step is not completed, the transaction cannot proceed.
Upon authorisation by the buyer, the BBX Trading Platform automatically debits the BTC payment from the buyer trade account and credits the seller trade account. Any transaction value under RM5000 is payable in BTC. For values RM5000 or higher, settlement may be in the form of a BTC and cash blend. The cash component is not processed by the BBX Trading Platform, and the seller is fully responsible for collecting payment from the buying party. However, the entire trade transaction is recorded by the system.
- Chargeable Fees
The appropriate Transaction Fees payable to the Country Manager will be charged to the selling Member Account on the cash component and the BTC component as stated.
- Alteration of a trade transaction
The Country Manager can alter an entry in any Member Trade Account in relation to a trade transaction if:
- both the buying and selling Members request in writing to the Country Manager to do so; or,
- there was, in the Country Manager's opinion, a fraudulent act or a breach of the BBX Trading Rules in connection with the conduct of the trade.
- Reversal of a trade transaction
A trade transaction can be reversed if the selling and buying parties mutually agree, for whatever the reason, to reverse the trade transaction, and both separately request a cancellation of the sale transaction in writing through the BBX Trading Platform. The Country Manager can also reverse a trade transaction if, in the Country Manager's opinion, a fraudulent act or a breach of the BBX Trading Rules in connection with the conduct of the trade The system will automatically record the reversal, credit the BTC back to the buyer trade account, and debit the seller trade account of the BTC. Any fees charged by the BBX Trading Platform on the cancelled sale transaction will also be reversed.
- Discrepancy and dispute
In the event of discrepancy and dispute on a trade transaction between the buying and selling parties, either party must notify the Country Manager via email or through the BBX Trading Platform within seven (7) days of the transaction. The Country Manager will suspend the trade credits and debits for the particular trade transaction, pending further clarification and instructions by the buying and selling parties. On the resolution of the above discrepancy or dispute, The Country Manager is duly authorised to allow the trade transaction to pass through on the BBX Trading Platform should the resolution favour the selling party, or reverse the trade, should the dispute resolution favour the buying party.
- In the event of a fraudulent act or breach involving a particular trade transaction,
- Member May Show Cause:
Before altering or cancelling any entry by reason of any breach of the BBX Trading Rules in connection with any transaction, the Country Manager shall give the buying Member and the selling Member notice requiring them to show cause within seven (7) days as to why the entries in the respective Members' trade accounts reflecting that barter transaction should not be altered or cancelled.
- Where Cause Not Shown:
If the Member does not show cause to the Country Manager’s reasonable satisfaction, the Country Manager shall be entitled to alter or cancel the entry or entries in the trade accounts of the buying Member and/or the selling Member. In such an event, it shall be the responsibility of the selling Member to seek payment of the consideration for the goods, services or other items of value from the buying Member.
- Transaction Frozen Until Good Cause Shown:
At any time until the Country Manager has made a determination under Rule 29(a), The Country Manager may freeze the entry in question in the trade accounts of the buying Member or the selling Member or both, until such determination is made.
- Consequence of Reversal of Transaction:
If the alteration or cancellation of any entry in the selling Member's trade account results in loss, or potential loss due to deprivation from considering alternate trades, then the selling Member shall have the same rights and recourse of action against the buying Member, as if the buying Member has failed to pay the agreed upon price. However, the selling Member shall have no rights against the Country Manager.
- No Obligation to Alter or Cancel:
Notwithstanding this Rule, the Country Manager shall have no obligation to:
- alter or cancel an entry;
- call upon any Member to show cause why an entry should not be altered or cancelled;
- freeze or unfreeze an entry; or,
- make any determination under the BBX Trading Rules.
- An international transaction is a sale transaction between two Members registered in different countries. Members can barter trade with other Members of reciprocal barter exchanges in other parts of the world on the BBX Trading Platform. In conducting an international transaction processed on the BBX Trading Platform, the trading procedure in Rule 25 applies, and in addition, the buying and selling parties shall agree to the following:
- the goods and services bartered are valued in BTC based on the seller currency and will be converted to the buying party's local accounting unit
- the exchange rate of the currency conversion is system-driven and non-negotiable.
- payment shall be settled in the buying party's local currency value of BTC
- in addition to the sell and buy transaction fees, both buying and selling parties shall each pay an international reciprocal trade fee .
- Fees: Members are charged the following fees:
- Membership Fee:
A Membership Fee, if applicable, is payable to the Country Manager immediately on acceptance of the applicant as a Member of the BBX community and prior to the set up of the Member Account on the BBX Trading Platform.
- Monthly Administrative Fee:
A Monthly Administrative Fee, payable in Australia Dollar or/and BTC, from the date of acceptance of the Membership, and on the 1st of each calendar month thereafter until termination of the Member Account. In the event that the Monthly Administrative Fee is unpaid after 60 days, the Member's Account will be suspended.
- Seller Transaction Fee:
For each and every sale initiated on the BBX Trading Platform, the selling party shall pay a Sales Transaction Fee, payable in Australia Dollar and /or BTC. The Sale Transaction Fee is a percentage of the sale transaction value invoiced in trade value in BTC and cash.
- Buyer Transaction Fee:
For each and every purchase on the BBX Trading Platform, the buying party shall pay a Buyer Transaction Fee, payable in Australia Dollar and/or BTC. The Buyer Transaction Fee is a percentage of the purchase transaction value in BTC only. No Buyer Transaction Fee is payable when the buy transaction is settled in cash.
- Debt Recovery Fee:
A monthly Debt Recovery Fee in BTC is payable by each Member to the BBX Debt Reserve Account (Rule 54) on the first business day of each month. The Member irrevocably authorises the Country Manager to debit the sum of the Debt Recovery Fee in BTC from the Member’s Account, and to credit the same to the BBX Debt Reserve Account monthly.
- Late Payment Penalty Fee:
In the event that a Member fails to pay any or partial fees or charges within the period and any other monies that become payable under the BBX Trading Rules by the date upon which it became payable, then the Member must pay the Country Manager an amount in BTC on outstanding cash fees payable as detailed on the Member’s monthly statement at the rate of two (2%) percent per month calculated on a monthly basis, (or such other rate as the Country Manager may prescribe from time to time) until the Member has paid in full, the outstanding cash fees owing.
- International Reciprocal Transaction Fee:
In the event of an international trade transaction, in addition to the Seller Transaction Fee or the Buyer Transaction Fee, the involved selling/buying party will pay an additional International Reciprocal Trading Fee of 2% of the transaction value.
- All Members are liable for the payment of all taxes in cash dollars, in relation to the charging of all fees payable to the Country Manager.
- The Country Manager reserves the sole right and discretion to determine and vary at any time and interval, the fees payable by Members, giving due consideration to prevailing market conditions.
- Member Invoice: The Member Invoice is based on the monthly statement of accounts for service, and contains an end of period summary of services provided on the BBX Trading Platform. It records all sale and purchase transactions done by the Member, all credit or debit balances in BTC, and all fees in cash and BTC that are due and payable to the Country Manager.
- Unless notified otherwise by the Country Manager, all fees due and payable in BTC or Cash are denoted on the Member Invoice sent at the end of each calendar month to every Member.
- End of period statements of accounts shall be deemed to be accurate, conclusive and binding on every Member unless the Country Manager is notified of any discrepancy or errors within seven (7) days of receipt of the statement on line.
- All fees due are payable to the Country Manager, within fifteen (15) days of the date on the monthly Member Invoice.
- The Country Manager reserves the right to send Members the monthly Member Invoice statement of accounts online via email, or via the post.
- Form of payment for cash fees: The following forms of payment for cash fees are acceptable and fees are deemed paid when:
- a pre-approved credit card payment has been duly processed by a pre-approved authority;
- a standing debit instruction by the Member's bank to credit the Country Manager's bank account on presentation of the monthly statement of account and to debit the Member's bank account; or,
- a cheque made payable to the Country Manager and the cash amount has been credited into the Country Manager's bank account.
- The Member is in breach and default if all fees due and payable to the Country Manager remain outstanding for longer than thirty calendar (30) days.
- The Country Manager will charge a Late Payment Penalty Fee in BTC on the outstanding fees due and payable to the Member account at the rate of two (2%) per month calculated on the end of period processing, until the Member has paid the outstanding cash fees owing in full.
- The Member's access to the BBX Trading Platform will be set to "suspended", past the 30 day breach for non-payment of fees. When a Member has paid in full the amounts owing and the Member is solvent, all rights of the Member to trade on the BBX Trading Platform will be set to active status.
- The Country Manager shall begin the termination of Membership procedure past a 60 day breach and shall take full legal action against a Member to recover the full amount owing in cash.
- In the Event of Insolvency of Member:
- Grant of Charge:
Each Member grants to the Country Manager a lien over all BTC credited to that Member's account for the amount of all unpaid fees, due and payable to the Country Manager.
- Where Insolvent Administration:
If a Member commits an act of bankruptcy, has a receiver, liquidator, provisional liquidator, administrator or controller appointed to it or any of its assets, makes any arrangement or composition with its creditors or becomes insolvent or bankrupt, then all cash Transaction Fees, Administration Fees, and other fees and charges shall immediately become due and payable in full. The Country Manager has the option in lieu of continuing as a creditor, of treating the BTC balance in the Trade Account as equal in value to the amount of cash Transaction/Trade Fees, and Administration/Service Fees, Directory Fees and other fees and charges owing, and terminating the Trade Account.
- A breach is any act or activity by a Member or End User that the Country Manager determines in its sole judgment to be a violation of the terms and conditions of the Trading Rules, Membership Agreement and/or End User License Agreement.
- Code of Conduct Breaches:
Constant violation of the Code of Conduct will lead to regulatory action by the Country Manager amounting to a breach of the BBX Trading Rules by the Member.
- Fraudulent Act:
- Refusal to Trade by BTC :
- Failure to Pay Fees:
- Trade Transaction Breach:
- If the Country Manager suspects that a Member or End User has breached the BBX Membership Agreement, End User License Agreement or the BBX Trading Rules, or the Member commits any act which in the opinion of the Country Manager is not in the best interests of the BBX community, the Country Manager has sole discretion to carry out one or more of the following actions as it deems fit:
- Investigate Complaints: The Country Manager is entitled but shall not be compelled to enquire into and investigate breaches of the BBX Trading Rules by a Member.
- Give Notice of Breach: The Country Manager may give notice of the breach and default in writing to the Member reiterating the ramifications for such breach, and request that the Member make amends and correct such breach or show cause as to why its Member Account should not be suspended, terminated, or why it should not be liable to pay damages.
- Take Action to Ensure Fair Dealings: The Country Manager is entitled to take such action as it is empowered to take by the BBX Trading Rules, in order to promote or ensure fair dealing between Members.
- Suspend and Request Show Cause: If The Country Manager suspects that a Member has breached the BBX Trading Rules, the Country Manager shall have the discretion to give notice in writing to the Member of the alleged breach and request the Member show cause in writing within seven days (7) as to why its membership should not be terminated and the Country Manager shall have right to immediately without notice, suspend the Member's right to participate in the BBX Trading Platform.
- Terminate Account: At any time after the expiry of seven (7) days from the date of a notice of breach under the BBX Trading Rules was sent to a Member, the Country Manager considers in its absolute discretion that the right of any Member to participate in the BBX Trading Platform should be terminated, then the Country Manager may terminate the Member's right to participate in the BBX Trading Platform immediately and shall notify the Member accordingly. The notification of termination of a Member by the Country Manager serves as the cessation of membership and Member Account. The Country Manager has the right in its sole discretion to terminate any Member in breach and default of the BBX Trading Rules if the Country Manager is of the view that the cure and remedy is not forth coming. A decision of the the Country Manager to suspend or terminate a Member Account will be final and conclusive and can only be reconsidered or revoked by the Country Manager in its absolute discretion.
- Payment of Costs: In the event of a breach of the BBX Trading Rules by a Member, that Member shall pay to the Country Manager all reasonable legal costs of the Country Manager in enforcing the BBX Trading Rules on an indemnity basis together with interest at the rate of 2% per calendar month, from the date upon which such costs are paid to the Country Manager until the date on which the Member makes payment.
- Remedy: The Country Manager shall have the right in its sole discretion to accept at any time within the 14 day notice period, the cure or remedy that the Member has instituted and to reactivate the Member Account on the BBX Trading Platform.
- Termination for whatever reason shall not affect the right of the Country Manager under the BBX Trading Rules to enforce any provision relating to the payment of any fees and any other monies due to the Country Manager.
- Members acknowledge and agree that a breach of the BBX Trading Rules by a Member or its authorised End User will cause loss and damage to the Country Manager in a number of ways, and which may include, but are not limited to:
- administrative costs in dealing with the breach;
- financial loss due to loss of cash revenue of the Country Manager Transaction or Service Fees, and any other fees and charges payable to the Country Manager;
- expenditure of funds in obtaining legal advice and in instituting and prosecuting recovery action;
- loss of the goodwill of Members towards the Country Manager and the BBX Community;
- loss of trading volume;
- loss of BBX Members.
- Enforcement Expenses: In addition to any monies payable to the Country Manager, if a Member is in default or in breach under the BBX Trading Rules, any enforcement expenses reasonably incurred or expended by the Country Manager in exercising any right under the BBX Trading Rules, or arising from any default or breach, are immediately payable by the Member with effect from the date on which the enforcement expenses are incurred or expended by the Country Manager.
- A Member can voluntarily notify the Country Manager of its intention to terminate membership and close its Trade Account, (30) days before its intended termination date. Notification can be sent via email or through the BBX Trading Platform.
- Closing Procedure: The Country Manager and the Member shall follow due process in accordance to the rules governing Trade Out and Payment of Fees Owing.
- All outstanding fees must be brought up to date and all fees due and payable to the Country Manager, are then calculated up to the closure of account date.
- The total fees due and payable must be prepaid, before the closing of the account.
- The BBX Trading Platform will set the Member Account to terminated status when the BTC account balance is zero, as per under The Trade Out and Termination of Membership Procedures. Under such an event the Member will have all its membership rights terminated.
- Trade Out Procedure: The trade out procedure ensures that the account balance on a Member's Trade Account is zero before terminating date.
- Member BTC Credit Account Balance on Closing: On acceptance of the voluntary termination of a Member, a Trade Account with a BTC credit balance shall have thirty (30) days to purchase goods and services from the BBX community up to the BTC Credit Balance in the account. The Country Manager is entitled to require immediate pre-payment in cash of the Transaction Fees, which will become payable on the buy transaction. After the thirty (30) days period, any remaining BTC credit balance in the Trade Account shall be forfeited and thereafter transferred to the BBX Debt Reserve. The Member Account will be terminated on the BBX Trading Platform on the termination date and will cease to be a Member of the BBX Community.
- Member BTC Debit Account Balance on Closing: On acceptance of the cancellation of a Member, a Trade Account with a BTC debit balance shall have thirty (30) days to sell further goods and services to the BBX community for BTC to top up the BTC debit in its account to zero balance. The Country Manager is entitled to require immediate pre-payment in cash of the Transaction Fees, which will become payable on the sales transaction. After the thirty (30) days period, should the Trade Account remain in BTC debit, the Member can then procure BTC from the Country Manager in cash to settle any outstanding BTC debit in the trade account. The procurement of BTC from the Country Manager is 1 (one) BTC for 1 (one) Australia Dollar. The Member Trade Account will be deactivated on the BBX Trading Platform on the termination date and the Member will cease to be a Member of BBX community. The Country Manager will take all legal means to recover the BTC debit in the account or cash equivalent from terminated Members even after the termination date, including damages and legal costs.
- Outstanding Fees: On the acceptance of termination of Membership received by the Country Manager, all fees owing in cash and/or BTC to the Country Manager become due and payable to the Country Manager till account closure and termination date.
- The Country Manager reserves the first right and discretion to debit the BTC account of a Member in settlement of such fees due and payable. All cash amounts due and owing to The Country Manager must be fully settled by cheque, internet bank payment or credit card by the terminated Member within fifteen (15) days before date of termination.
- The Country Manager may at its sole discretion, accept BTC as payment of cash fees that are payable to the Country Manager, on termination, on a penalty basis
.The cash fees owing are deemed fully paid, if there is sufficient BTC in the Member Account to settle fully the cash fees owing to the Country Manager. The Country Manager may use all available legal means to recover all fees outstanding, by a terminated Member even after the termination date.
- Purpose: The Debt Reserve Fund is a sinking fund that is maintained as a separate account and applied by the Country Manager on behalf of all Members for the purpose of offsetting Trade Dollars at its discretion where a Member or Members are or may be unable to honour their obligations under the Trading Program (for example, due to insolvency).
- Levy of contribution: The Country Manager will, in its absolute discretion, levy from each Member, a contribution in Trade Dollars and/or cash to the Debt Reserve Fund on a monthly basis. (See Rule 31(v).) The Country Manager may additionally levy special contributions on a once off basis as it shall deem appropriate, to cover any shortfalls that may arise within the trading program from time to time, so that the quantum of Members' accounts in credit and Members' accounts in debit including the Manager's accounts and the Debt Reserve Fund, remain in balance at all times.
- Each Member agrees to indemnify and keep indemnified the Country Manager and/or each of its directors, officers, employees, agents, independent contractors, subcontractors, and licensees against any loss or damage suffered by them or any of them in respect of any failure by that Member to perform its obligations under the BBX Trading Rules.
- Each Member agrees to indemnify and hold the Country Manager and/or each of its directors, officers, employees, agents, independent contractors, sub-contractors, and licensees harmless with respect to any claim, debt, or liability whatsoever arising out of or in connection with any trade between Members or purported Members.
- The directors, officers, employees, agents, independent contractors, sub-contractors and authorised partners of the Country Manager have no right to make any representation or commitment on behalf of the Country Manager unless in the ordinary course of business and in accordance with the BBX Trading Rules herein.
- The Country Manager does not warrant the availability of any particular goods or services within the BBX community. The Country Manager shall not be responsible or in any way liable if a Member cannot obtain particular goods or services from other Members or if other Members do not buy goods or services from a Member. Likewise, neither The Country Manager nor any of its directors, officers, servants, agents and contractors either for themselves or on behalf of the Country Manager, give any warranty and/or guarantee to Members relating to Country Manager performance, turnover or volume of trading or transactions or the profits which Members may generate or secure as Member.
- The Country Manager makes no representation or warranty either express or implied and to the fullest extent permitted by law disclaims all liability arising out of or in connection with any trade, including, without limitation, any liability for the fitness for purpose, quality, quantity delivery date, merchantability, prices or any term of the trade, and excludes any implied warranties on its part as to the fitness, quality or merchantability of any goods or services. In no event shall the Country Manager be liable to the Member for any indirect, incidental, special or consequential loss or damage, loss of use, revenues, profits, goodwill, bargain or loss of opportunities, anticipated savings, loss of or corruption of data from any cause, whether arising from breach of contract, negligence or any other tort, in equity or otherwise or power outage, industrial actions, or natural disasters and whether or not even if the Country Manager was aware of the possibility of such loss or damage.
- Each Member agrees to hold the Country Manager harmless for any action that the Country Manager takes to comply with applicable laws and regulations and to make all necessary disclosure to the relevant authorities in relation to all barter transactions conducted in the BBX community.
- Any notice, request or demand to be served by any party is bound by the BBX Trading Rules and it shall be in writing and shall be delivered personally, or by post or by facsimile to an electronic address or if such notice, request or demand is to be served by the Country Manager, by placement of the same on the Country Manager website.
- For the purposes of the BBX Trading Rules, an “electronic message” is a message sent using an internet carriage service or any other listed carriage service to an electronic address in connection with:
- an email account;
- an instant messaging account;
- a facsimile account; or,
- a telephone account.
- The Country Manager shall be entitled to treat the address given by a Member in the Membership Agreement as its last known address unless otherwise being modified in the Member Account and directory. For the purposes of this rule, it is immaterial whether the electronic address exists or whether the message reaches its intended destination. The electronic message is deemed to be sent and received by the Member provided the Country Manager can show by the transcript provided for in the electronic transmission that the Country Manager has sent the message through the electronic address of the Member.
- If a message is sent by way of a voice call made using a standard telephone service, the message is not an “electronic message” for the purposes of the BBX Trading Rules.