Terms

Terms and Conditions
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TERMS AND CONDITIONS
1 NATURE OF TERMS
These Terms set out:
(a) the basis on which each Member is entitled to participate in the Barter Bank; and
(b) the obligations that each Member has to Æ and to other Members.
1.2 Alteration of Terms: Æ may alter any of these terms (including the charges payable) by giving notice to each Member. Any alteration will be effective from the date specified by Æ. However the effective date must not be earlier than 30 days from the date on which notice of the alteration is given.
1.3 No partnership: Nothing in these Terms creates any partnership, agency or joint venture relationship between Æ and any Member or between any two or more Members.
1.4 Definitions: Some words which are used often in these Terms are defined in clause 23.
2 Æ’S ROLE
2.1 Æ has established the Barter Bank to allow Members to trade amongst each other on a non-cash basis. Except as stated in clause 2.3, Alternative Exchange's Æ role is that of a facilitator. The parties to any Transaction made through the Barter Bank are entirely responsible for that sale or supply and Æ has no liability to either party in relation to that Transaction.
2.2 Any disputes in relation to a Transaction are to be resolved between the parties to that Transaction. Æ has no responsibility in relation to any such dispute but it will provide for appropriate adjustments to be made to Members' Æ Trade Accounts where a request is made in accordance with the operating procedures.
2.3 Æ is a Member and can enter into Transactions as a principal. Where Alternative Exchange Æ sells goods through the Barter Bank it does so, on the basis that it makes no warranty regarding those goods, except that it owns them. Æ excludes any warranties implied by law in respect of any such sale.
3 ALTERNATIVE EXCHANGE Æ TRADE ACCOUNT
3.1 Æ will maintain an account for each Member. The form of currency used in the Æ is Trade Credit. An -e - currency Trade Credits are not legal tender and have no value other than to enable Members to make purchases from other Members on a non-cash basis in accordance with these Terms. In no circumstances is Æ(or any other person) obliged to redeem Trade Credits for cash.
3.2 Æ will credit to a Member's Trade Account:
(a) the value of each sale or supply made by that Member through Æ in accordance with these Terms; and
(b) any other amounts as may be provided for in these Terms or agreed between the Member and Æ.
3.3 Æ will debit from a Member's Æ Trade Account:
(a) the cost of each purchase made by that Member through the Barter Bank;
(b) the Trade Credit component of fees payable by the Member in accordance with clause 7;
(c) any other amounts as may be provided for in these Terms or agreed between the Member and Alternative Exchange.
4 AUTHORISATION OF TRANSACTIONS
4.1 Æ will credit a selling or supplying Member's Æ Trade Account only where the Transaction is authorized by Alternative Exchange. Any request by a Member for authorization of a Transaction must be made in accordance with the operating procedures.
4.2 Æ will not authorized a Transaction if:
(a) at the time of the Transaction either party's right to engage in Transactions was suspended, in accordance with clause 14;
(b) the Transaction would result in the purchasing Member's credit limit being exceeded.
4.3 While Æ will use all reasonable endeavors to ensure that its approval system is functioning properly at all times, it is unable to guarantee that that will occur. Æ excludes all liability to Members arising out of:
(a) any Transaction being improperly declined or improperly approved by Æ; or
(b) any failure of Alternative Exchange to provide a prompt response to any request for authorization of a Transaction.
5 CREDIT LIMITS
5.1 Each Member agrees to Alternative Exchange allowing Members a credit limit on their Æ Trade Account of such amount as Æ in its discretion considers appropriate. Æ may at any time increase or reduce a Member's credit limit, although it will not increase a Member's credit limit beyond the level requested by the Member. Æ may at its discretion require a Member to provide a guarantee, cash deposit or other security acceptable to Æ Bank as security for the performance by the Member of its obligations under these Terms.
6 COMMITMENTS BY ALTERNATIVE EXCHANGE
6.1 Æ agrees to use its best endeavors to:
(a) encourage a wide range of businesses to become Members;
(b) operate the Barter Bank in accordance with good industry practice;
(c) respond to queries from Members in a timely manner;
(d) authorize (or decline, where appropriate) Transactions between Members on a real-time basis;
(e) maintain an accurate and up to date database of Members which can be accessed by Members during normal business hours.
6.2 Æ agrees to act in good faith towards each Member.
7 CHARGES
7.1 Charges: In consideration of Æ performing services as specified in these Terms, each Member must pay
ALTERNATIVE EXCHANGE:
(a) cash transaction charges of the Transaction (sale or purchase) made by that Member through the Barter Bank; and
(b) joining and annual membership charges and charges in respect of any increased credit limit requested by the Member at the rates applicable at the time of request.
(c) replacement and/or lost Æ Trading Cards will be charged to the member
7.2 Due date: Æ will have available a monthly online statement and send to the member an electronic VAT invoice showing the amounts charged to the Member in respect of transactions occurring in the previous month. Any cash amount owing to Æ by the Member must be paid within 14 days of receipt of that statement. Any Æ Trade Credit owing will be deducted from the Member's Æ Trade Account by Æ 7 days after the date of the statement.
7.3 Direct debit: Each Member must provide Æ with a direct debit authority for the cash payments referred to in this clause if required by Æ.
7.4 Interest: If any sum owing to Æ by a Member is not paid on the due date the Member must pay Alternative Exchange interest at the Default Rate on the outstanding sum from the due date for payment, as well as any legal charges incurred by Æ in securing such payment until the date payment is made in full.
8 OBLIGATIONS OF MEMBERS
8.1 Each Member agrees:
(a) to pay the charges due to Æ in accordance with clause 7, by the due date for payment;
(b) to act in good faith towards Æ and each other Member;
(c) not do anything which is likely to diminish the good name or goodwill of Æ or the Barter Bank;
(d) to comply with all relevant laws when engaging in Transactions;
(e) to comply with all relevant taxation obligations (and each Member acknowledges that Æ has no responsibility to pay any VAT on the Member's behalf); and
(f) not to use the name or any trade mark of Alternative Exchange / Access Excess Æ, except in a manner approved by Æ
(f) that Æ may obtain information regarding the credit history and credit status of the business and all business members or directors.
9 LIABILITY
9.1 All liability of any kind of Æ to any Member with respect to the services provided by it (whether arising under the Consumer Guarantees Act, or any other enactment, or otherwise) is excluded to the fullest extent permitted by law.
9.2 Members should carefully examine all products and services offered on the Æ market place before accepting any of them. Æ offers a service to the members, to market their products or services, it cannot be held responsible for any loss, damages or misleading claims.
10 ENTIRE AGREEMENT
10.1 These Terms contain all of the terms relating to each Member's participation in Alternative Exchange.
11 WAIVER
11.1 No exercise or failure to exercise or delay in exercising any right or remedy by Æ will constitute a waiver by Æ of that or any other right or remedy available to it.
12 CONFIDENTIALITY AND PUBLICITY
12.1 Confidentiality: Each Member undertakes to keep these Terms and any information that Member learns about Æ or its business or the business of any other Member confidential, except that this undertaking will not apply to disclosures made:
(a) as required by law; or
(b) in good faith and in proper furtherance of arrangements connected with the Æ; or
(c) to the Member's professional advisers; or
(d) of information already in the public domain.
12.2 Membership Directory: Each Member acknowledges the confidentiality of (and undertakes not to disclose the contents of) Æ Membership Directory.
12.3 Publicity: Each Member acknowledges that its contact details will be included in the online directory published by VirtualBarter.
13 PRIVACY
13.1 Æ will treat information regarding Members in accordance with Æ’s Privacy Policy, which is located at www.a-e.co.za and, where applicable, in accordance with the Privacy Act.
14 SUSPENSION
14.1 Alternative Exchange may suspend a Member's ability to engage in Transactions if:
(a) the Member has failed to pay any charges or other sum due under these Terms within 10 days of the due date; or
(b) Æ reasonably believes that the Member has breached any of its obligations under these Terms.
14.2 Any suspension under clause 14.1(a) will be lifted when all arrears are paid. Any suspension under clause 14.1(b) will be lifted when Æ is reasonably satisfied that no breach has occurred, or that any breach which did occur has been rectified.
15 TERMINATION OF MEMBERSHIP
15.1 Termination on notice: A Member may cease to be a Member by giving 5 working days written notice to Alternative Exchange. Æ may terminate a Member's membership by giving 5 working days written notice to the Member.
15.2 Termination by Æ on default: Æ may terminate a Member's membership with immediate effect by giving written notice to the Member:
(a) if the Member committing any material breach of these Terms; or
(b) if the Member becomes insolvent, or a receiver or manager of any asset of the Member is appointed, or an order made or resolution passed for the liquidation of the Member.
(c) if a Member fails to pay the Æ Annual renewal membership fee at the anniversary of the Members joining date.
16 CONSEQUENCES OF TERMINATION
16.1 Upon termination of a Member's membership for any reason the Member must immediately pay to Æ:
(a) the cash equivalent of any debit balance in the Member's Æ Trade Account; and
(b) all charges which have accrued in accordance with clause 7.
16.2 If Æ reasonably believes that the Member is unable to pay their cash fees and/or that the Member may be insolvent Æ reserves the right to seize stock, goods, fittings and fixtures to the value of all fees PLUS the Æ Member's Æ Trade Account. Æ can seize these goods immediately upon termination of the members account. For the purpose of seizing goods these shall be:
(a) Valued at wholesale price.
(b) Æ shall return said goods only on the condition that the member meets their obligations as defined in 16.1 (a) and 16.1 (b)
17 TERMINATION OF ALTERNATIVE EXCHANGE
17.1 If for any reason Æ ceases to operate each Member which has a debit balance in its Æ Bank Trade Account must immediately pay to Æ the cash equivalent of that debit balance. Any payments made pursuant to this clause will be held in trust by Æ and will be distributed pro-rata among the Members with credit balances in their Æ Trade Accounts.
17.2 Cessation of Æ's operations does not release any Member from liability to make any payment due to Æ at the time Æ's operations cease.
18 RECEIPT OF CASH BY AFRIBARTER BANK
18.1 Where a Member pays cash to Æ in respect of any debit balance in that Member's Æ Trade Account Æ will debit an equivalent number of Æ Trade Credits from its own Alternative Exchange Trade Account, so that the payment has a neutral effect on the Barter Bank.
19 VAT
19.1 Payments to be made under this Agreement are inclusive of VAT.
20 ASSIGNMENT
20.1 No Member may assign its rights under these Terms. Æ may by notice to the Members assign its rights under these Terms.
21 PARTIAL INVALIDITY
21.1 If any provision of these Terms or its application to any party or circumstance is or becomes invalid or unenforceable to any extent, the remainder of these Terms and their application will not be affected and will remain enforceable to the greatest extent permitted by law.
22 THIRD PARTIES
22.1 Nothing in these Terms is intended to confer a benefit upon anyone other than Æ and the Members.
23 NOTICES
23.1 Service of notices: Any notice given pursuant to these Terms will be deemed to be validly given if personally delivered, posted, or forwarded by facsimile transmission to:
(a) in the case of a notice to Æ, the address set out below or to such other address as Afribarter Bank may advise:
Alternative Exchange Æ, P O Box 2330, Halfway House, Midrand 1685 Facsimile: +27 (0)86 517 6034
(b) in the case of a notice to a Member, the address or facsimile number which is listed in Æ’s records as the address or facsimile number of that Member.
23.2 Time of service: Any notice given pursuant to this Agreement will be deemed to be validly given:
(a) in the case of delivery, when received;
(b) in the case of facsimile transmission, when sent provided that the sender has a facsimile confirmation receipt recording successful transmission;
(c) in the case of posting, on the second working day following the date of posting; provided that any notice personally delivered or sent by facsimile either after 5pm on a working day or on any day that is not a working day will be deemed to have been received on the next working day.
24 INTERPRETATION
24.1 Definitions: In these Terms unless the context otherwise requires:
"Default Rate" means the standard overdraft interest rate charged (or chargeable) to Æ by its principal banker, plus a margin of 10% per annum;
"Barter Bank" means the bartering exchange known as Alternative Exchange, which was established by (and is operated by) Access Excess Holdings. Alternative Exchange Æ
"VAT" means Value Added Tax;
"Member" means a person who has applied to become a member of the Barter Bank and whose application has been accepted by Æ;
"Operating Procedures" means the procedures applicable from time to time relating to the operation of the Barter Bank, which are set out on the Æ website at www.afribarter.vbarter.com;
" Alternative Exchange" means Access Excess Holdings trading as Alternative Exchange Æ;
"Terms" means these Terms and Conditions of Membership of the Æ;
"Transaction" means the supply of goods and or services from one Member to another made through the Barter Bank in accordance with these Terms; and
"working day" means a day (other than Saturday or Sunday) on which registered banks are normally open for business in South Africa.
24.2 General construction: In interpreting these Terms the following rules must be applied unless the context otherwise requires:
(a) Headings to clauses are for reference only and are not an aid in interpretation.
(b) References to statutory provisions will be construed as references to those provisions as they may be amended or re-enacted or as their application is modified by other provisions from time to time.
(c) References to clauses are to clauses of these Terms.
(d) References to currency are to South African currency.
(e) Any date which is not a working day, upon or by which anything is due to be done by any party, will be deemed to be a reference to the next working day.
(f) Words importing the plural include the singular and vice versa and words importing gender import all genders.
(g) Any obligation not to do something will be deemed to include an obligation not to suffer, permit or cause that thing to be done.