C Barter Exchange Ltd

FOR INDEPENDENT RECIPROCAL BARTER EXCHANGE AND CORPORATE BARTER FINANCE COMPANIES

GENERAL TERMS AND CONDITIONS (GTC)

A. GENERAL

1. The GTC are made by and between CBC Clearing Corporation (CBC) and an independent reciprocal barter trade exchange company, corporate barter company or barter finance company. Registration takes place via the internet.
2. The GTC are construed and interpreted according to the laws of the United Kingdom.
3. With the Online-Application (Company Register), the GTC of CBC are accepted.
4. CBC is a Barter Bank, not a Barter Company. CBC itself is not active in the barter market and therefore does not compete with barter companies. CBC is solely in charge of the barter accounts and the clearing of barter account transactions.
5. C Barter Exchange Ltd is a Barter Corporation and provides a service as a facilitator and third party record-keeper for barter account transactions between members and its customers. CBC facilitates the settlement of barter accounts in two currencies (US-Dollar and Euro) without exchange rate risks. It is possible to open further accounts, e.g. for subsidiaries, sales departments and/ or purchasing, etc.
   Barter US-Dollars and Barter Euros are the exclusive currencies of the CBC. Payments are possible in each barter currency if the barter currency has been generated according to the principles of the International Accounting Standards (IAS). Positive balances of other clearing banks/-houses/-systems are accepted on application. The balances will be transferred to the new CBC barter account as soon as the balance in the other barter currency has been ceded and transferred irrevocably to CBC. The transfer of a positive balance from a CBC barter account to a barter account of other barter currencies, clearing banks/-houses/-systems/etc. is also possible on application.
6. Transaction Fees. $ 75.00 per transaction US-Dollar accounts and € 75.00 per transaction Euro accounts.
7. CBC calls barter and barter finance companies MEMBERS and its clients CUSTOMERS. MEMBERS and CUSTOMERS are USERS of CBC.
   • MEMBERS can have its CUSTOMERS registered with CBC on their own terms and conditions.
   • CUSTOMERS can conclude and clear barter transactions through its accounts with CUSTOMERS of other MEMBERS.
   • The CUSTOMER pays fees only to its MEMBER in accordance with the terms and conditions of that MEMBER.
8. The contractual partner of CBC is the barter or barter finance company (MEMBER) and not its clients (CUSTOMERS). Each MEMBER is responsible and liable to CBC for its CUSTOMERS and its accounts. The CBC has no ownership interest.
9. The C Barter Exchange Ltd is part of CBC Clearing Corporation. It was developed by CBC Clearing Corporation, is hosted by it, and all rights remain with CBC Clearing Corporation. The CBC administration is fully controlled by modern server systems and all CBC statements are only handled via email.

B. SPECIAL

1. MEMBER
   A MEMBER of the CBC is an independent reciprocal barter trade exchange company, corporate barter company or finance barter company that has contracted to use the CBC to enter into and record transactions for the exchange of goods and/or services with other MEMBERS and its CUSTOMERS.
   
   Each MEMBER arranges the terms and conditions of its contracts with its CUSTOMERS. The CBC facilitates barter transactions between its MEMBERS and its CUSTOMERS, and in the regular course of its business does not conduct, supervise, or regulate transactions with MEMBER's CUSTOMERS.
   
   Each MEMBER agrees to abide by the CBC's rules and regulations, including record-keeping and account reconciliation procedures.
2. CUSTOMER
   A CUSTOMER is an individual or business entity that has contracted with the MEMBER to use the services of the CBC to facilitate barter transactions for the exchange of goods and/or services with other MEMBERS and its CUSTOMERS.
3. USER
   MEMBERS and CUSTOMERS are USERS.
4. COMPANY REGISTER (Apply Online)
   Only MEMBERS can register themselves and its CUSTOMERS at no expense with CBC. Registration takes place via the internet.
5. RESPONSIBILITY
   MEMBERS are responsible and liable to CBC for its CUSTOMERS accounts.
   CUSTOMERS are solely responsible for their purchase and sale transactions through the CBC network.
   
   CBC does not investigate the background or guarantee the identity of its members/customers. It is the responsibility of the member and customer to exercise caution in its dealings with other members and customers, to avoid commercial disputes or fraud.
6. BARTER RATE
   Barter rate is the percentage of a transaction to be cleared through barter accounts. The seller determines the barter rate. The buyer pays the remaining percentage of the sales price to the seller in cash.
7. BUYER/SELLER
   Buyer and seller negotiate offers and/or demands directly. Payment occurs through a booking (payment order) by the buyer from the buyer's barter account to the seller's barter account.
   
   BARTER ACCOUNTS
   CBC does not function as a bank. The accounts are not FDIC insured and are not insured by any government or quasigovernment entity. The CBC is not a garantor of the Barter US-Dollars and the Barter Euros. CBC Currency may not be used as legal tender. USERS agrees that for all purposes of record keeping, transactions within the CBC, and validation of trades within the CBC, one (1) Barter Dollar shall be equivalent to one (1) United States Dollar, and one (1) Barter Euro shall be equivalent to one Euro. Barter US-Dollars and Barter Euros cannot be redeemed from the CBC or for any USERS of the CBC for cash or currency.
   
   Barter accounts may have positive (+) and negative (-) balances. Settlement through a barter account is only possible if the transaction amount is covered by the account balance.
   
   CBC only accepts trade credits from other clearing platforms and barter banks if it has been generated according to the principles of the International Accounting Standards (IAS) and the barter currency must be transferred irrevocably (to the ownership) of CBC.
   
   Positive balances in other barter currencies (of other clearing banks/-houses/-systems) are accepted. The balances will be transferred to the new CBC barter account as soon as the balance in the other barter currency has been ceded and transferred irrevocably to CBC.
   
   The transfer of a positive balance from your CBC barter account to a barter account in another barter currency (of other clearing banks/-houses/-systems) is also possible.
   
   CUSTOMERS may terminate its account at any time by delivering a notice of termination to its MEMBER and CBC.
   MEMBERS may terminate its account at any time by delivering a notice of termination to CBC.
   
   A "positive" account balance denotes the right of a USER to purchase goods or services offered by other USERS through the CBC Network using CBC Currency.
   
   ACCOUNT AND PASSWORD
   USER shall be responsible for maintaining the confidentiality of its account and password and shall be responsible for any and all transactions by users given access to such account or password and any and all consequences of use or misuse of such account and password. USER agrees that all employees, agents, representatives and others having access to the account and/or password shall agree in advance to be bound by the terms and conditions of this GTC.

FEES
CBC only charges MEMBERS booking fees for transactions on barter accounts. Commissions on turnover or other bank charges do not apply. MEMBERS also pay the booking fees for every booking made by its CUSTOMERS. The obligation to pay remains with the MEMBER, not with the member's customers.


8. TRADING
   It is unlawful to offer any goods or service in violation of federal or state laws and regulations or that could be considered offenisve in any way. It is prohibited to post any information with political or religious content. The CBC reserve the right to remove all entries or advertisements which do not conform with these regulations without prior notification.
9. PROHIBITED ITEMS
   The following items may not be traded through the CBC network:
   • Copyrighted material without the written authorization of the copyright owner
   • Counterfeit or illegally duplicated items
   • Pornographic materials
   • Drugs & drug paraphernalia
   • Embargoed items
   • Firearms or ammunition
   • Government IDs or licenses
   • Human parts or remains
   • Prescription drugs or materials
   • Stocks or other securities
   • Currencies and other legal tender
   • Electronic devices banned by applicable law
   • Items otherwise prohibited by law from being traded, purchased or sold
   Trading of the above items through the CBC network is prohibited even if the item is offered for "free" (rather than for sale). The USER shall, to the fullest extent permitted by law, indemnify and hold CBC harmless from and against any and all costs and expenses (including attorneys fees) arising from any failure by USER to comply with this section.
10. WARRANTY
    Neither the CBC network nor CBC Clearing Corporation, individually or collectively, guarantees or makes any representation or warranty regarding, any of the following:
    • The quality or volume of business that any USER will derive from participation in the network or through use of CBC.
    The CBC does not investigate the background or guarantee the identity of its USERS. It is the responsibility of the USER to exercise caution in its dealings with other USERS, to avoid commercial disputes or fraud.
11. COMPLIANCE WITH LAWS AND RULES
    MEMBER agrees not to
    1. use or employ any device, software, routine, virus, or other means to interfere or attempt to interfere with the proper working or operations of the CBC network, or of any website, systems or infrastructure operated or maintained by either the CBC network, or
    2. take any action that imposes an unreasonable or disproportionately large load on the CBC network or on any website, systems or infrastructure operated or maintained by either the CBC network, or
    3. post or transmit any content through the CBC network that is unlawful, threatening, abusive, harmful, libelous, defamatory, harassing, tortuous, hateful, racially, ethnically or otherwise objectionable, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent,
    4. collect or store personal data about other users other than as is strictly necessary to use the CBC network,
    5. impersonate or otherwise misrepresent any person or entity, or
    6. seek to gain authorized access to other computer systems through the CBC network.
    MEMBER shall not copy, reproduce, alter, modify, create derivative works, or publicly display any information or content from the CBC network or obtained through the CBC network.
12. CONTINGENCIES
    Neither the CBC network nor CBC Clearing Corporation shall be responsible for any failure to perform due to causes beyond their reasonable control such as acts of God, fire, theft, power grid failure, systems failure, war, riot, embargoes, or acts of civil or military authorities.
    
    CBC shall have the right to change, suspend or discontinue any aspect of its services, and CBC shall have the right to change hours of operation, or suspend or discontinue the operation of the Network, at any time at their sole discretion without liability.
    
    In the event of circumstances not reasonably within the control of CBC, including but not limited to disaster, earthquake, breakdown or temporary failure of the Internet, any mechanical, electronic or communications failure, war, riot, or civil insurrection, which results in the unavailability of CBC or the inability to transmit or receive information electronically, CBC shall not have any liability or obligation for delay or failure to provide services under this GTC to member or any other user.
13. NO THIRD PARTY BENEFICIARIES/THIRD PARTY RIGHTS
    Nothing in this GTC is intended nor shall be construed to give any person or entity, other than member and CBC, any legal or equitable right, remedy, or claim under or in respect to this GTC or any provision contained herein.
    
    Except as otherwise provided in this section, this GTC is not intended and shall not be construed to create any rights or remedies in any parties other than the parties hereto and no person shall assert any rights as a third party beneficiary hereunder.
14. MODIFICATION OF GTC/ENTIRE GTC
    CBC shall have the right, at its sole discretion, to change, modify, add or remove any portion of this GTC, including fees and transaction rules, in whole or in part, at any time by posting notification on the service. The changes will become effective, and shall be deemed accepted by member, and shall apply on a going-forward basis with respect to transactions, listings and other activities commenced thereafter. In the event that member does not agree with any such modifications, member shall terminate its accounts, which shall be member's sole and exclusive remedy.
    
    This GTC, inclusive of those documents incorporated herein by reference, contains the complete and final statement of the understanding of the parties with respect to the subject matter of this GTC. This GTC supersedes any and all prior or contemporaneous negotiations, agreements or communications, whether written or oral, between the parties with respect to the subject matter of this GTC.
15. DISCLOSURES
    The services hereunder are offered by CBC Clearing Corporation/United Kingdom.
16. ACCEPTANCE
    This GTC shall be construed and interpreted according to the laws of the United Kingdom.
    
    MEMBER AGREES TO BE BOUND BY THIS TERMS, OBLIGATIONS AND CONDITIONS UPON THE PLACEMENT OF MEMBERS FIRST ORDER TO BARTER GOODS AND/OR SERVICES THROUGH THE CBC PLATFORM.
17. DEFINITIONS
    In this GTC the following words and terms shall have the meanings set forth below:
    
    Account
    Barter accounts at CBC. Each User has two Barter accounts, US-Dollar and Euro. An Account may contain a negative or positive balance. Each member is responsible for the accounts of its customers.
    
    Barter Dollar
    Refers to an accounting entry with an assigned arbitrary value that is used by all users of the CBC as a practical method of recording the value of every transaction that results in a transfer of goods or services through the CBC network. Nominal value: 1 Barter Dollar = 1 US Dollar.
    
    Barter Euro
    Refers to an accounting entry with an assigned arbitrary value that is used by all users of the CBC as a practical method of recording the value of every transaction that results in a transfer of goods or services through the CBC network. Nominal value: 1 Barter Euro = 1 Euro.
    
    Business Day
    Any day on which banks in the United Kingdom are not closed.
    
    Content
    Any and all text, works, of authorship, images, audio/visual elements, photographs, artwork, graphics, trademarks, slogans, logos, and other representations that describe a product or service available for sale on, in or through the CBC network.
    
    Currencies
    Barter Dollars (Dollar Account) and Barter Euros (Euro Account) are the currencies oft CBC.
    
    Customer
    Refers to an individual or business entity that engages in one or more barter transactions through CBC using the C Barter Exchange Ltd as end-users of the barter system. Members have contractual relationships with its customers. CBC Clearing Corp. don't have its own direct customers. CBC Clearing Corp. only have contractual relationships with its members.
    
    Fee
    Fees are any and all amounts paid by or due only from a member to CBC in accordance with the terms and conditions of this GTC.
    
    Member
    Members are independent barter exchange and barter finance companies.
    
    Person
    A human being or judicial entity.
    
    Receipt
    Receipt shall mean the day any notice, statement or other correspondence is sent by CBC e-mail.
    
    User
    Members and customers are users.
    
    

C Barter Exchange Ltd
Palmerston House
814 Brighton Road
Purley Surrey
CR82BR

Mitglied der International
Reciprocal Trade Association.