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Empire Trade -

Exchange Trading Rules

ETX INTERNATIONAL TRADING RULES

INDEX

  1. PARTIES
  2. INTENT OF PARTIES
  3. MANAGER'S ROLE
  4. MANAGER'S DELEGATES
  5. APPLICATION FOR MEMBERSHIP
  6. NATURE OF TRADE CREDITS
  7. TRADING
  8. RECORDING OF TRANSACTIONS
  9. TRADER'S OBLIGATIONS
  10. CONFIDENTIAL TRANSACTIONS
  11. TRADER TRANSACTIONS
  12. INTERNATIONAL TRANSACTIONS
  13. BAD DEBT RESERVE
  14. FEES
  15. TRADE FACILITIES
  16. SUSPENSION & TERMINATION
  17. INDEPENDENT CONTRACTORS
  18. NO GUARANTEES
  19. VARIATION
  20. WIND DOWN
  21. DISPUTES
  22. GENERAL

PREAMBLE

These Rules establish one of the world’s first truly international trade exchange enabling trade amongst Traders on national and international platforms.

  1. PARTIES
  2. The PARTIES participating in the ETX INTERNATIONAL TRUST (called herein “E Banc Trade”, “Empire Trade”, “E Planet Trade”, “the Trade Exchange” OR “the Exchange”)or "Access Commercial" are:-

    ETX International Trust (called “the Exchange Company” which does not trade, but houses the Traders’ transaction records Program,

    Access Commercial Exchange (called “the Manager”) (ABN 55 615 415 711) and its Delegates which manage the Trade Exchange as the National Agent in the Specified Region of Australia.

    Trading members of the Trade Exchange who agree to be bound by these Rules and the Constitution of the Exchange Company and who trade with other trading members within the Trade Exchange nationally or internationally (called “Traders” or “Buyers” and “Sellers”)are members of the International Exchange Company. A Member (which includes any entity or authorized person in their own right or as representative of the entity),shall guarantee and accept the performance of the Trade Rules, and shall remain liable until all obligations have been fulfilled.

  3. INTENT OF PARTIES
  4. 2.1 These Rules are deemed to include the National Rules for each country which are drafted in the language of the country and will include the fees applicable to that country.

    2.2 The Parties intend that these Rules shall constitute a contract initially between the Exchange Company and the Manager establishing the Trade Exchange and then as each Trader joins, shall constitute a contract between the Exchange Company, the Manager and each Trader and as between the Traders, and that their mutual promises and obligations shall constitute valid consideration at law.

    2.3 The Parties intend that these Rules shall establish a trade exchange facilitating reciprocal trade amongst the Traders nationally and internationally and shall govern the management and operation of the Trade Exchange.

    2.4 The Exchange Company and the Manager agree to be legally bound by these Rules upon signing the original and each Trader agrees to be legally bound by these Rules upon signing the membership application form.

    2.5 Membership Agreement: In consideration of Traders signing an application for membership, and , or providing private membership details with the intent to create the membership, and any furtherance of the membership rules, such as, by not limiting, the payment of the membership fees or providing banking details for the payment of the fees, or transacting with another member is the unconditional acceptance of the terms and conditions, of the Trade Exchange and The Manager, until the membership is terminated in accordance with The Exchange rules. The Manager as the current national agent for the region is not obliged to provide a copy of the original membership agreement from of any previous national agent. The Manager is only required to provide a electronic copy of the historical account statement and a electronic copy of the Main Membership details provided by the Trader in the Application for membership to The Exchange to substantiate the Traders account and obligations to the Exchange Company.

    2.6 The Change of the National Agent for a region does not cease or limit the Traders obligations to The Exchange. There is an automatic continuance of the membership from one national agent manager to the next without any authorization or consent of the Trader as per The Exchange rules.

  5. MANAGER'S ROLE
  6. 3.1 The Manager as National Agent is hereby appointed as the Manager of the Exchange on a continuing basis.

    3.2 The Manager may participate as a Trader.

    3.3 The manager may provide, or provide access to additional goods and services to members of the exchange (including but not limited to) essential goods and services offered by the Exchange or another party through membership of the Trade Clubs.

    3.4 The manager may provide or provide access to services and related goods at a nominated trade percentage to members of the exchange through independent companies.

    3.5 The Manager is obligated to manage the efficiency, administration, development and profitable operation of the Exchange.

    3.6 The Manager as National Agent, shall not hold out or represent to be the owner of the Exchange Company or Intellectual Property or Member base. The ownership of the Exchange program shall at all times be with the Exchange Company.

    3.7 If the Manager is placed in Administration, Receivership or Liquidation, the Exchange Company will appoint a replacement Manager.

  7. MANAGER'S DELEGATES
  8. 4.1 The Manager may appoint an Administrator and may delegate any of its powers and obligations set out herein to the Administrator.

    4.2 The Administrator may be located in any country.

    4.3 The Administrator may in turn delegate any of its powers and obligations to National Agents to manage the Exchange within a country in that country's currency.

    4.4 The National Agents may in turn delegate any of their powers and obligations to Regional Agents to manage the Exchange within a region in a country.

    4.5 The Administrator, the National and Regional Agents are referred to in these rules as the "Delegates". The term "Manager" in these rules includes the Delegates where applicable.

    4.6 In these rules where an obligation is imposed on the Manager, this may be carried out by one of the Delegates, subject to the agreements entered into between them.

    4.7 The Delegates may participate as Traders.

    4.8 The Manager may remove or replace an Administrator.

    4.9 The Administrator may remove or replace National Agents and National Agents may remove or replace Regional Agents, subject to the agreements entered into between them.

  9. APPLICATION FOR MEMBERSHIP
  10. 5.1 In order to join the Trade Exchange, an applicant shall complete a Membership Application Form and tender the membership fee. The Regional Agents and National Agents shall decide in the first instance whether to accept the applicant as a Trader, but the Manager shall have the final decision to accept or reject an applicant.

    5.2 By signing the Membership Application Form, the Trader acknowledges having read and understood these Rules and agrees to be bound by them.

    5.3 A Trader shall continue as a member until the membership is terminated or the Trader resigns in accordance with paragraph 16 and all fees are paid in full.

  11. NATURE OF TRADE CREDITS
  12. 6.1 ETX Credits or A.C.E Coin are notional accounting units. They are known as Trade Credits or by the name of the currency of the country of operation, i.e. Australia: Trade Dollars. UK: Trade Pounds, Europe: Trade Euros, etc. They are not legal tender and can only be exchanged within the membership of the Exchange for real and personal property and services supplied by other Traders.

    6.2 The Manager records the issue and repayment of Trade Credits in the Traders' Trade Accounts with the Exchange. Trade Credits are not redeemable in cash, in part or in whole; nor can they be sold or exchanged in part or in whole for cash.

    6.3 For the purposes of trading within the Exchange and for the purposes of the laws of each country of operation, one Trade Credit is equivalent to one whole unit of currency of the country of operation.

  13. TRADING
  14. Traders may agree to sell real or personal property or provide services to other Traders in exchange for Trade Credits, either through a business or privately.

  15. RECORDING OF TRANSACTIONS
  16. The Manager shall :-

    - establish in the books of the Exchange sections for each National Agency where Trade Accounts are recorded in the Traders' names in their national currency

    - establish a Trade Account in the books of the Exchange for each Trader in their national currency;

    - faithfully and honestly record the issue and repayment of Trade Credits in each Trader's Trade Account in the Exchange when required by these Rules to do so;

    - communicate regularly with Traders as to the balance in their Trade Account and send monthly accounts for any cash fees owing;

    - organise and manage the affairs of the Exchange so as to fairly protect the rights and enforce the obligations of Traders;

    - market the Exchange to maximise trading opportunities for Traders and maximise the value of the Trade Credits;

    - publish directories of Traders;

    - make all reasonable efforts to join new members;

    - make all reasonable efforts to organise Licensed Real Estate Agents to assist Traders in buying or selling real property.

  17. TRADER'S OBLIGATIONS
  18. 9.1 The Trader agrees to comply with these Rules and the applicable National Rules.

    9.2 The Trader agrees to deal honestly and fairly with other Traders.

    9.3 The Trader agrees to charge the same prices as for cash sales for real or personal property or services paid for in whole or in part with Trade Credits. It shall be at the absolute discretion of the Trader as to what percentage of each sale is comprised of Trade Credits and what is cash or other consideration.

    9.4 The Trader agrees to pay the Manager the Fees set out in the National Rules as varied pursuant to these Rules or the National Rules.

    9.5 The Trader agrees not to offer or advertise any Trade Credits for sale in consideration for payment in cash or other currencies.

    9.6 The Trader agrees to comply with the Privacy Policy displayed on the Exchange’s web site.

    9.7 The Trader agrees not to suspend trading within the Exchange without the written permission of the Manager when the Trader owes the Exchange Trade Credits or Fees

    9.8 The Manager its Delegates and the Traders shall be responsible for keeping books and records of Trade Credit transactions to satisfy the requirements of all relevant legislation of the country of operation.

    9.9 The Trader agrees to be liable to the Exchange for transactions incurred and will guarantee the performance of the account until paid in full including all debt recovery costs. The Trader agrees to a lien over assets or property until the debt to the exchange is paid in full.

    9.10 If The Trader is a Charity , The Trader will accept donations from members to a specified amount as advised by The Manager and not less than $50 000 per annum.

    9.11 The Trader must provide 4 weeks notification for an account closure and be liable for the monthly membership fee unless the account is deactivated.

    9.12 The Trader will continue to receive any Exchange correspondence, promotion and invoice at the discretion of The Manager, whilst The Trader is a registered member.

    9.13 The Trader is required to update their personal particulars including changes to email address and telephone numbers within 7 days of a change.

    9.14 A Trader that is not on direct debit or paying monthly fees and has outstanding fees for that 60 days will be subject to a cash Stationery Admin fee of $5.50 per month.

    9.15 The Trader agrees to make sales in the Exchange free of selling fees in consideration of guaranteeing the sales credits are spent and or brought to a zero balance upon the closure of the Traders Account.

  19. CONFIDENTIAL TRANSACTIONS
  20. Details of each Trader's Trade Account shall remain confidential as between the Manager its Delegates and the Trader, unless a Trader provides the Manager or Delegate with written waiver of this confidence.

  21. TRADER TRANSACTIONS
  22. 11.1 The Manager shall issue Traders with login account portal or a Trade cheque book which operates in a similar way to a regular bank cheque book. A Buyer completes a cheque with the required information, and exchanges it for the property or services purchased from the Seller. Buyers must ensure they have enough funds in their Trade account to cover all purchases.

    11.2 The Manager shall from time to time specify an amount below which authorisations shall not be required ("the Authorisation Minimum"). Transactions under this amount are guaranteed by the Exchange and DO NOT require an authorisation from the Manager.

    11.3 Multiple transactions between the same Seller and Buyer within a 48 hour period must be authorised if the sum of any two or more of them exceed the Authorisation Minimum.

    11.4 Cheques for amounts above the Authorisation Minimum must be authorised by the Manager in order to ensure clearance. Only authorised cheques will be guaranteed by the Manager. Cheques must be mailed to the Manager with the authorisation number written in the space provided.

    11.5 The Manager shall from time to time specify an amount above which Traders are required to obtain clearance in advance of trading (called the "Intention to Trade" amount or "ITT amount").

    11.6 When Traders intend to trade above the ITT amount they must complete the ITT form and lodge it with the Manager in advance where a single transaction exceeds the ITT amount or where the sum of any two or more transactions to be entered into over a 72 hour period between the same Traders will exceed the ITT amount.

    11.7 The Seller shall submit the cheque with the authorisation details endorsed on it to the Manager within 7 days of the authorisation and the Manager shall record the transaction details in the Seller's and Buyer's Trade Accounts. Upon the Buyer issuing cheque, fees of 5.5% are payable to the Exchange.

    11.8 Traders when using electronic payment systems shall be liable for all transactions incurred until paid in full. Member shall guarantee payment of fees, goods and services invoiced. The Member permits, authorizes and guarantees to the Manager and Exchange the use of card or account information is true and correct in all particulars to enable payment to be processed. Member shall not dispute a paid transaction: by card , direct debit or direct deposit until written dispute is resolved with Manager of the Exchange. Only the Manager is permitted to reverse a payment transaction.

  23. INTERNATIONAL TRANSACTIONS
  24. 12.1 Buyers may use their Trade Credits in one currency to negotiate the purchase of real and personal property and services from Sellers in the Seller's currency. This is an "International Transaction".

    12.2 In the books of each National Agency, the Manager shall establish an account styled "Currency Account" in the Administrator's name.

    12.3 The Buyer may obtain an International Cheque from the Manager and present it to the Seller in the Seller's currency.

    12.4 The Seller shall obtain authorisation from the Manager in the usual way. The Exchange rate applicable at the instant of authorisation shall be applied.

    12.5 The Manager will only issue International Cheques where the Trader has Trade Credits equivalent to the amount specified in the applicable National Rules and has a direct debit authority in place, or pays the transaction fees in advance.

    12.6 Authorisations are not necessary for International Cheques for less than the amount specified in the applicable National Rules and the Manager will guarantee their clearance, but at the Exchange Rate applicable at the time the Manager records the transaction.

    12.7 The Manager shall use its best endeavours to encourage trade in order to balance the Currency Accounts between National Agencies.

    12.8 International Trader Transactions apply the same as 11.8 above.

  25. BAD DEBT RESERVE
  26. A Bad Debt Reserve will be funded by the Traders contributing the amount specified in the applicable National Rules. The Fund shall be maintained by the Manager and utilised to fund bad debts in Trade Credits within the Exchange.

  27. FEES
  28. 14.1 The Trader agrees to pay the Manager the fees set out in the applicable National Rules in consideration for the Manager's obligations set out in these rules.

    14.2 A cash service fee (transaction fee) being the percentage as set out in the applicable National Rules of the Trade Credit component in each transaction is payable at the time of authorising or processing the transaction or as specified by the Manager in the National Rules of the country.

    14.3 The Manager may impose a late payment fee if fees owing are overdue and charge debt recovery expenses incurred.

    14.4 A stationery fee as specified in the applicable National Rules is payable by each Trader monthly in cash unless the Manager receives notification from the Trader that they will obtain statements of account and an updated Empire Trade Membership Directory via online facilities.

    14.5 An International Transaction fee as specified in the applicable National Rules is payable on the Trade Credit component of all International Transactions.

    14.6 A membership fee as specified by the Manager for each National Agency is payable on joining.

    14.7 The Manager shall be entitled to add or increase any fee at its discretion in the interests of maintaining the viability of the Exchange.

    14.8 The Manager may insist fees are paid by direct debit or credit card.

    14.9 SPEND DOWN ACCOUNTS: Members are permitted to prepay fees on account trade balance at 5.5% cash fees and incur no further admin fees for a period of 6 months. Expired Prepaid Spend down accounts are closed after 6 months and any credit balance is forfeited to the Exchange for no compensation or the member can reactivate account at the date of expiry of 6 months and continue to be an active member and be subject to standard monthly membership fees and purchase fees .

    14.10 FEES PROCESSED: The national agent will directly or in directly process fees via a process agent using encrypted financial data to ensure security and protection of members private data. Traders that have provided to the Exchange any card or account data to be debited for fees owed as invoiced, hereby authorises the Exchange to debit the card or account for the amount owed to the Exchange as and when required to be debited in accordance with the Exchange rules.

    14.11 The Manager shall charge $250 to reactivate a corporate membership account or retrieve file from archieves .

    14.12 A Property or Capital Goods Buying Trader will be liable to a transfer fee of 5.5% of the trade amount if a deposit is required to be transferred to the holding security account of the exchange for a pending transaction. The Trade dollars will not be transferred until fee is paid. Should the Property or capital Goods transaction not proceed the transfer fee will be refunded.

    14.13 If The Traded is in a suspended status, at the discretion of The Manager, the monthly fees including stationery admin costs and debt recovery costs will be added on a yearly basis.

  29. TRADE FACILITIES
  30. 15.1 A Trade credit facility may be provided to members upon application as specified in the National Rules of each country of operation. An application fee as specified in the applicable National Rules of 5.5% will be charged by the Manager at the time of application. The Trader permits a caveat security for credit facility for real estate.

    15.2 Trade credit facilities not repaid when due will be payable in the cash currency of the country of operation at the expiry of the facility term where applicable.

  31. SUSPENSION & TERMINATION
  32. 16.1 A Trader may terminate their membership by giving written notice to the Manager of the Trader's intention to terminate. The termination shall not be effective until all cash fees amounts owing to the Manager, including debt recovery, are paid and the balance in the Trader's Trade Account is cleared, or in the event it is a Facility, the amount owing is paid back.

    16.2 The Manager may suspend or terminate a Trader's membership if the Trader is in breach of these Rules, or has failed to notify the Manager of changes to their circumstances and is not contactable, or the Trader becomes bankrupt, or a judgement is entered against the Trader and it remains unsatisfied for 30 days, or, if the Trader is a company, is placed in Administration, Receivership or Liquidation, or if the Manager is of the reasonable opinion that the Trader is acting unlawfully or to the detriment of other Traders or paid no administration fees in 90 days to the Exchange.

    16.3 Upon suspending the trader's account, the Manager shall forward to the trader a notice to remedy the circumstances complained of and give the Trader seven days to show cause or remedy the circumstances. If the Trader does not show cause or remedy the circumstances complained of to the complete satisfaction of the Manager, the Manager may in its absolute discretion forthwith terminate the Trader's membership.

    16.4 While suspended, a trader may earn trade credits, however the trader agrees that until the circumstances have been remedied and the trading account reinstated to active, they will refrain from spending trade credits and will continue to be liable for the monthly marketing & promotion /admin fee. The member will continue to be liable for monthly admin fees until reactivation. Members closing in credit will be liable for the purchase fees for total account if account is converted or forfeited as sole discretion of the manager .

    16.5 Upon terminating ( or request to terminate by member), the Trader's membership, the Manager shall forward to the Trader a notice of termination. The trader will return any unused Trade cheques, and any membership card to the Manager and will forthwith refrain from any trading activity or representation as a Trader.

    16.6 Upon request for termination of membership for whatever reason, a Trader shall
    - forthwith pay any cash Fees owing to the Exchange or the Manager, and
    - repay any facility amount owing within 30 days, failing which the Trader shall repay same in cash currency of the country of operation forthwith upon demand cease to trade. The Manager is authorized by the member to secure the outstanding debt by way of caveat until account is closed and debt settled.

    16.7 Should a member go into administration, liquidation or is declared bankrupt any credit balance will be forfeited to the exchange and manager of the exchange reserves the right to charge the members account cash fees of 5.5% of the closing trade balance. Account closure: As members are not charged cash fees for sales, members closing in credit are liable for cash fees to close the account of 5.5% of the closing trade balance.

    16.8 Should a Trader change shareholding in a company of more than 49.9% then the original account holder at the time of the change of ownership shall be liable for a purchase fee of 5.5% of the trade balance.

    16.9 An Executor or Trustee or Governmental Agent for a Trader, shall be liable for the fees on the account of the member until the account is closed and all fees, recovery expenses, are paid.

    16.10 Should a professional or third party hold out or represent that they have taken over the account of a Trader, then a transfer fee of 5.5% of the trade balance is payable.

    16.11 A Trader that is an account holder of multiple accounts shall continue to be liable for all accounts joining and severally. A suspended account for non payment of fees will render all other accounts of the account holder as suspended.

    16.12 A Trader that has given notice to close the account will have the account suspended and account closure fees added of 5.5% of the trade balance to enable the spend down of the credit trade balance (over 12 months) in account.

  33. INDEPENDENT CONTRACTORS
  34. 17.1 The Trader acknowledges and agrees that the Manager or its Delegates may contract with Membership Agents, Trade Brokers and Real Estate Agents etc., to provide services to the Trader. The Trader acknowledges and agrees that these persons act as Independent Contractors and not employees or agents of the Manager or Delegates.

    17.2 The Trader acknowledges and agrees that the Exchange Company, the Manager, or the Delegates shall not be liable for any misrepresentation or negligent act of any of these agents or their servants or agents.

  35. NO GUARANTEES
  36. 18.1 The Trader acknowledges and agrees that the Exchange Company, the Manager, and the Delegates are not a party to and do not guarantee any transaction as between a Trader and any other Trader, and the Exchange, the Manager, and the Delegates make no warranty or representation in respect of any real or personal property or services sold by one Trader to another and will not be liable in damages to any Trader in respect of any goods or services purchased from another Trader

    18.2 The Trader acknowledges and agrees that the Manager shall use its best endeavours to join new Traders and retain existing Traders and create trading opportunities and procure new goods and services for sale by Traders to other Traders within The Exchange, but shall not be liable under any circumstances for a failure to join new Traders or retain existing Traders or create trading opportunities and procure new goods and services for sale by Traders to other Traders within The Exchange.

    18.3 Any Agreement between a Trader and the National Agent that differ to these Exchange Rules, shall immediately come to an end at the appointment of a new National Agent without compensation to any party.

  37. VARIATION
  38. 19.1 The Manager may vary these Rules at any time provided that the variation is in the interests of the better management and operation of the Exchange

    19.2 The Manager shall give notice of the variation by posting the changes on Empire Trade's Internet site. The information posted on this site will be considered to be the true and accurate representation of the Rules governing The Trade Exchange. All such variations will be binding on the Traders seven (7) days after posting on the site.

    19.3 Should any court of competent jurisdiction find a clause or part of these Rules to be unlawful or ineffective at law, these Rules are to be construed and interpreted as if that clause or part had been severed from the remainder but the remainder is to continue in force and effect after such severance unless the Rules as then constituted are not efficacious in regulating the affairs of the parties as adjudged by the relevant court.

  39. WIND DOWN
  40. 20.1 In the event that The Exchange is to be wound down for any reason whatsoever, the Manager shall allow a trading out period of six months during which all Traders agree to make all reasonable efforts to clear balances and spend Trade Credits by trading with one another (the Trading Out Period)

    20.2 Traders agree to pay all cash Fees owing to the Manager by the end of the Trading Out Period.

    20.3 Within seven days of the conclusion of the Trading Out Period, each Trader with a Trade Credit Facility shall pay to the Manager on behalf of the Exchange an amount in cash in the currency of the country of operation, being the same amount as the amount outstanding on the Trade Credit Facility.

    20.4 The Manager shall take all reasonable steps to recover the cash thus owing on the Trade Credit Facilities and shall within a reasonable time distribute the cash proportionately to the Traders with the credit balances. The Manager shall be entitled to deduct a Wind Down Fee of 10 % of the cash amount to be paid to the Traders.

  41. DISPUTES
  42. The Exchange may also at its discretion offer the service of mediation or resolution of disputes between traders involving the use of trade credits. All proceedings are in the State of Victoria.

  43. GENERAL
  44. 22.1 All parties shall comply with all applicable laws in the country or countries in which they trade. The laws of the country in which the Trader is resident or is trading shall apply to any dispute arising out of these Rules or any National Rules.

    22.2 The parties agree that the laws of the country where the relevant contract was entered into shall apply.

    22.3 In these Rules, "written" shall include communication by posted letter, facsimile or email or online bulletin board or any similar electronic communications system and the parties may communicate through any of those mediums.

    22.4 The Exchange may at its discretion offer the service of promoting the sale of Traders' goods and services on such terms as may be negotiated.

    22.5 The Manager may designate conditions on particular accounts in the case of contract or 12 month spend down accounts.

    22.6 MEMBER REFERRAL: If a member is referred to another member for a transaction and details of the transaction has been provided by The Exchange, and an agreement has been made between the two referral members, using trade dollars of the exchange, then at that point of time, a commission of 5.5% is payable to The Exchange by the buyer. Any variation of the original agreement requires The Exchange approval. Should the original agreement vary the trade component the commission will be at the higher amount or the amount of the original trade agreement.

    22.7 DOCUMENTATION REQUEST: Members must send a copy of any agreement or contract for transactions over $3000 in trade dollars to the exchange with 7 days of signing the agreement or contract and furnish any other information as requested by The Exchange in respect of the trade dollars. Members irrevocably authorize The Exchange to lodge a caveat on the property pursuant to the contract or agreement should the documentation not be provided within 7 days of a written request.