BARTER CLUB INDIA –BCI NATIONAL EXCHANGE NATIONAL EXCHANGE MEMBERSHIP AGREEMENT
A. CONTRACT AND MODIFICATION OF CONTRACT
The following terms & conditions constitute the contract by and among Member and “BCI NATIONAL EXCHANGE National Exchange” (A division of Mother India Care), that operates the barter trade business for its members, hereinafter used as BCI NATIONAL EXCHANGE. Any use of BCI NATIONAL EXCHANGE to facilitate a transaction by a Network Member (hereinafter Member) constitutes acceptance of all terms, conditions, policies and procedures as most recently adopted by BCI NATIONAL EXCHANGE . They apply to all BCI NATIONAL EXCHANGE Members’ and to all transactions facilitated by BCI NATIONAL EXCHANGE . At its sole discretion, BCI NATIONAL EXCHANGE may amend this Agreement by giving Member thirty (30) days written notice via e-mail. BCI NATIONAL EXCHANGE may amend the Policies and Procedures with seven (7) days written notice via e-mail. Any purchase or sale by Member, which makes use of BCI NATIONAL EXCHANGE after these time frames constitutes acceptance by Member of such change(s) and the agreement of Member to abide by the same.
B. PARTICIPATION IN BCI NATIONAL EXCHANGE
1. NATURE OF THE PARTIES
i). BCI NATIONAL EXCHANGE operates a network and association of businesses and professionals who have joined together to do business among themselves through the organized system which is regulated by the record-keeping and administrative services of BCI NATIONAL EXCHANGE or its designee and through the medium of BCI NATIONAL EXCHANGE Trade Rupee Credits. BCI NATIONAL EXCHANGE functions as a clearinghouse for the transactions of the Network membership.
ii) . BCI NATIONAL EXCHANGE regulates the Network. BCI NATIONAL EXCHANGE acts as a third party record-keeper and administers the clearinghouse function of the Network for the Members’. BCI NATIONAL EXCHANGE may contract with others to provide all or part of such services.
iii). Member is a bona fide and legal business that desires to do business with other members of the Network and hereby subscribes to BCI NATIONAL EXCHANGE ‘s services. Member warrants that it is in compliance with all States, Central, industry and professional laws and regulations.
1v). BCI NATIONAL EXCHANGE reserves the right of final approval of this agreement and may refuse to accept anyone as a Member for any reason it deems necessary.
2. DISCLAIMER OF WARRANTY AND LIABILITY
BCI NATIONAL EXCHANGE makes no representation or warranty; either expresses or implied, and disclaims all liability, as to the fitness, quality, delivery date, merchantability, prices or any term of any trade transaction. Member agrees to indemnify and hold BCI NATIONAL EXCHANGE harmless with respect to any claim, debt, or liability whatsoever, arising out of any transaction wherein Member is a Buyer or Seller. Member acknowledges that any transaction facilitated by the Network, in Which Member participates is entered into by Member on a voluntary basis. Member agrees to waive any claim, debt, or liability whatsoever against BCI NATIONAL EXCHANGE arising out of any computer or software malfunction or processing errors.
3. TAXES
Seller shall be solely responsible to collect and remit to the appropriate taxing Authorities the applicable taxes and shall collect and record these as required by law. Under no circumstances is BCI NATIONAL EXCHANGE responsible to pay any taxes on behalf of any Member. Transactions involving BCI NATIONAL EXCHANGE Trade Rupees are generally treated as taxable events for central and state, and local tax purposes and BCI NATIONAL EXCHANGE reports BCI NATIONAL EXCHANGE Credits sales to the appropriate government taxing authority. The declaration and reporting of applicable taxes resulting from trade transactions rests solely with the Member. Member agrees to indemnify and hold BCI NATIONAL EXCHANGE harmless for any actions BCI NATIONAL EXCHANGE takes to comply with central or local laws.
C. ADMINISTRATION OF THE EXCHANGE AND BCI NATIONAL EXCHANGE TRADE RUPEES
1. NATURE OF BCI NATIONAL EXCHANGE TRADE RUPEES
i). Members’ conduct transactions (purchases or sales of goods or services) using the BCI NATIONAL EXCHANGE accounting system. Payments are made by posting debits and credits to the buying and selling Members’ respective accounts, pursuant to these Rules and in the form of BCI NATIONAL EXCHANGE Trade Rupees.
ii). “BCI NATIONAL EXCHANGE trade rupee” is a private currency which operates as contractually accepted tender for specified private debts only, between exchange members, backed only by the goods and services available within the Network, and regulated by BCI NATIONAL EXCHANGE . BCI NATIONAL EXCHANGE Trade Rupees denote value received for goods or services sold, and may be exchanged for other goods or services made available by BCI NATIONAL EXCHANGE Member’s. Trade Rupees may be used only in the manner and for the purposes set forth in this agreement & the Policies & Procedures. Neither BCI NATIONAL EXCHANGE nor Member shall consider BCI NATIONAL EXCHANGE Trade Rupees as legal tender, securities, or commodities. BCI NATIONAL EXCHANGE disclaims any and all responsibility for the acceptance or negotiability of BCI NATIONAL EXCHANGE Trade Credit or for the availability of goods or services from any source.
2. LIABILITY FOR BCI NATIONAL EXCHANGE TRADE RUPEES
i). Member acknowledges that BCI NATIONAL EXCHANGE Trade Rupees in the Network (positive balances) are the liabilities of persons who have spent more than their earnings (negative balances); that there is a creditor/debtor relationship between such persons, and that BCI NATIONAL EXCHANGE transactions incur the normal business risks associated with any credit transaction. Any positive trade balances are solely the liability of Members’ who owe BCI NATIONAL EXCHANGE Trade Rupees to the Exchange and are not the liability of BCI NATIONAL EXCHANGE .
ii). Member acknowledges and grants to BCI NATIONAL EXCHANGE the right and power to regulate and control the number of BCI NATIONAL EXCHANGE Credits within the Network.
iii). Member grants to BCI NATIONAL EXCHANGE the right and power to borrow from the Network.
iv). Member is NOT authorized to sell BCI NATIONAL EXCHANGE Trade Rupees for cash.
D. SUSPENSION OR TERMINATION
i). If Member violates this Agreement or the currently effective Policies and Procedures, BCI NATIONAL EXCHANGE may immediately terminate Members’ account or may freeze all activity in the account without notice and/or make immediate adjustment to the transactions involved. At its sole discretion, BCI NATIONAL EXCHANGE may reinstate Member or unfreeze Members’ account.
ii). Either party may terminate this Agreement upon seven (7) days written notice to the other party. Upon termination:
a. All cash and BCI NATIONAL EXCHANGE Trade Credit service fees outstanding become due and payable immediately. No service fees will be refunded.
b. Any Member with a negative account balance (where purchases exceed sales) must balance their account with BCI NATIONAL EXCHANGE Trade Rupees within thirty days of termination date. After said thirty day period, Member must immediately pay BCI NATIONAL EXCHANGE any remaining negative balance in cash.
c. Any Member with a positive balance (where sales exceed purchases) must spend out their account within ninety days of termination. Any Trade Rupees remaining after ninety days will become the property of BCI NATIONAL EXCHANGE .
E. FEES
i). Membership Fee is Rs. 2000 for basic membership, Rs. 5000 for Silver Membership, Rs. 10000 for Gold Membership and Rs. 25000 for Premium Membership respectively and can be renewed every year . The one time fee of Rs. 1000 is payable as listing of product and services in BCI Exchange Store.
ii). Funds for the cash fees must be available at the time of the transaction or it will not be processed. If members prefer to pay by cheque, they can Pre-pay their account and BCI NATIONAL EXCHANGE will deduct the fees from member available balance.
iii). The barter transaction fee shall be up-to 7 % of the total transaction value depending upon the membership.
iv). Fees paid to BCI NATIONAL EXCHANGE are non-refundable. If buyers or sellers do not complete a transaction, or if performance of Members’ obligations to each other is disputed, BCI NATIONAL EXCHANGE will not be obligated to refund any fees it has received. In certain circumstances an approved cash credit may be applied to Members’ accounts.
v). Transaction fees payable are due at time of purchase and fees due for more than 45 days will be assessed a late fee of ` 5000 per month, or 1.5% per month of the unpaid balance, whichever is more.
vi). By acceptance of this agreement the Member agrees personally and corporately to guarantee payment of all cash fees and is responsible for all negative Trade Rupees, if any.
F. MISCELLANEOUS
i). LEGAL REQUIREMENTS
Member shall abide by applicable Indian, international, federal, state or provincial, and local laws or regulations pertaining to Exchange transactions. BCI NATIONAL EXCHANGE shall not be responsible for any failures on the part of Member to comply with such laws and regulations. Member agrees not to hold BCI NATIONAL EXCHANGE liable for any action BCI NATIONAL EXCHANGE takes to comply with applicable laws or regulations.
ii). NO WAIVER OF RIGHTS
BCI NATIONAL EXCHANGE failure or delay in exercising any right will not operate as a waiver of that right, nor shall the partial exercise of a right preclude any other or further exercise of any right. BCI NATIONAL EXCHANGE remedies are cumulative and are not exclusive of any remedies provided by law.
iii). SEVERABILITY; ATTORNEY’S FEES
Every item contained in this agreement is severable from every other term herein. If any term should be judged unenforceable, it shall not affect the enforceability of other terms outlined in this Agreement or the Policies and Procedures. If legal action must be taken by BCI NATIONAL EXCHANGE , Member shall pay BCI NATIONAL EXCHANGE reasonable attorney’s fees, costs, plus interest from the date of default until payment in addition to any other judgment as granted by a court of law or an acceptable arbitration.
iv). DISSOLUTION
If BCI NATIONAL EXCHANGE terminates or otherwise ceases to do business, all Members’ in a negative BCI NATIONAL EXCHANGE Trade Rupees position will pay amounts they owe in cash (one BCI NATIONAL EXCHANGE Credits being equal to one Indian Rupees in cash) into a fund. The fund, less expenses, will be distributed pro rata to all Members’ who are in a positive BCI NATIONAL EXCHANGE Trade Credit position. BCI NATIONAL EXCHANGE is not liable to any Members’ for cash or BCI NATIONAL EXCHANGE Trade Rupees beyond the distribution of such funds.
v). SECURITY INTEREST
Member hereby grants BCI NATIONAL EXCHANGE a security interest in all Trade Rupees in Members’ account for the amount of all unpaid cash fees. If Member becomes insolvent or bankrupt all cash fees shall be due and payable in full. BCI NATIONAL EXCHANGE shall have the option in lieu of filing as a creditor of treating the Trade Credit balance as equal in value to the amount of cash fees owed, and terminating the account; provided however, that if BCI NATIONAL EXCHANGE does receive all of its cash fees in full, BCI NATIONAL EXCHANGE shall reinstate the Trade Rupees to the Members’ account.
vi). WARRANTY OF INFORMATION
Member warrants that it provides all information to BCI NATIONAL EXCHANGE in good faith and that such information is accurate to the best of Members’ knowledge.
vii). FAX & E-MAIL MESSAGES & SIGNATURES
BCI NATIONAL EXCHANGE will, and Member agrees that BCI NATIONAL EXCHANGE may, accept a faxed or e-mailed signature as an original, legal signature.
viii). ENTIRE AGREEMENT
Member acknowledges that it is not relying on any oral representations concerning this Agreement and that the complete agreement between the parties is contained in the Member Application, this Agreement and the Policies & Procedures.
ix). NO WAIVER OF RIGHT
BCI NATIONAL EXCHANGE ‘s failure or delay in exercising any right will not operate as a waiver of that right, nor shall the partial exercise of a right preclude any other or further exercise of any right. BCI NATIONAL EXCHANGE ‘s remedies are cumulative and are not exclusive of any remedies provided by law.
x). CONVEYANCE OF TRADE SECRETS & LEGAL BINDING
Member agrees that he will not at any time enter into barter trade business with the member of BCI NATIONAL EXCHANGE directly and without the involvement of BCI NATIONAL EXCHANGE even after the expiry of this agreement and till next five years.
xi). INDEMNIFICATION
Member agrees to hold harmless and indemnify BCI NATIONAL EXCHANGE , its officers, agents, representatives, associates, & assigns from any losses, liability or damages which may result from members’ participation in any of BCI NATIONAL EXCHANGE ’s transactions, activities, programs, Promotions, or advertising, including the cost of litigation and attorneys fees.
xii). JUDGMENT SETTLEMENT & APPLICABLE LAW
In the event of a dispute between BCI NATIONAL EXCHANGE and Member resulting in a judgment entered on behalf of the Member against BCI NATIONAL EXCHANGE , Member agrees that BCI NATIONAL EXCHANGE shall have the right to satisfy said judgment in BCI NATIONAL EXCHANGE Trade Rupees. This agreement shall in all respects be construed under Indian Laws and subject to the jurisdiction of courts at Bangalore.
