IMPORTANT: The following terms and conditions shall form part of and are included in Contra 4 Business’s Application to open a Contra Account and participate and trade in Contra 4 Business’s Trade Exchange. All applicants accept that this application is not an agreement to participate or trade in Contra 4 Business’s Trade Exchange but an application to open a Contra 4 Business Account and applications will only be considered by Contra 4 Business when the applicant has accepted these Terms and Conditions and signed this agreement
1.NATURE OF PARTIES
1.1 In these conditions “Contra 4 Business” means Contra Ireland Limited, Trading As Contra 4 Business, the Trade Exchange, hereinafter referred to as “The Exchange” and “Member” means a business or individual who has contracted with Contra 4 Business to exchange its goods and/or services with other Members of The Exchange.
1.2 Once the Agreement, as signed by the Applicant, has been accepted by The Exchange, the Member shall be entitled to participate in The Exchange and the Member agrees to abide by these terms and conditions as set out below.
“Agreement” means Contra 4 Business’s Application and Agreement Form.
“ Applicant” means a person, business owner or corporate body who has applied to join the Contra 4 business Trade Exchange.
“Authorization Number” means the number issued by Contra 4 Business to a Selling Member in order to sanction a Trade between a Selling Member and a Buying Member, which number shall only be valid for 21 days from the date of issue.
“Bad Debt Reserve Account” has the meaning ascribed to it in Article 5.3 hereof.
“Bad Debt Reserve Fee” has the meaning ascribed to it in Article 5.3 hereof.
“Transaction Fee” has the meaning ascribed to it in Article 5.2 hereof.
“Buying Member” means a Member which has agreed to purchase, from a Selling Member, by way of reciprocal trade, certain goods or services contained in The Exchange.
“Member Account” means an account opened by Contra 4 Business in the name of a Member who or which has completed the Agreement and who or which has paid the Joining Fee then prevailing and which has been accepted by a director of Contra 4 Business.
“Member in Good Standing” means a Member who or which:-
(i) has paid all fees due to Contra 4 Business pursuant to Article 5 hereof;
(ii) Transacts with other Members in accordance with these terms and conditions; and
(iii) has a valid and unexpired Account.
“Deferred Payment Date” has the meaning ascribed to it in Article 5.5 hereof.
“Monthly Statement” means the statement issued to the Member by Contra 4 Business on a monthly basis detailing all Transactions and balances relevant to that month.
“Exchange Inventory” means the goods and/or services supplied or pledged by Members to Contra 4 Business for reciprocal trade purposes and for further distribution by Contra 4 Business for the benefit of The Exchange.
“Renewal Date” has the meaning ascribed to it in Article 5.1
“Selling Member” means a Member of Contra 4 Business which has agreed to supply goods and/or services on a reciprocal trade basis to the Exchange.
“Joining Fee” has the meaning ascribed to it in Article 5.1 hereof.
“Termination Date” has the meaning ascribed to it in Article 5.5.3.
“Transaction(s)” means a reciprocal purchase or sale of goods and/or services contained in The Exchange whereby payment is made by the Buying Member by way of Contra Euros, as recorded in the Selling Member’s Account
“Contra Euro(s)” means an accounting unit used to record the value of a Trade and one Contra Euro shall have a value equal to one Euro ( €1.00) but will not be exchangeable for cash Euro(s)
“The Exchange” means the system of reciprocal exchange of goods and/or services between Members and which is administered by Contra 4 Business.
“Trade Account” Means the account which records the processed / completed trading activity of the Member and sets out the numerical balance in Trade Euro’s showing on the account at any given time.”
“Contra Euro Loan” has the meaning ascribed to it in Article 7 hereof.
3. CONTRA 4 BUSINESS FUNCTIONS AND RESPONSIBILITIES
3.1 Contra 4 Business shall serve in a Trading capacity in organizing and facilitating Trasactions between Members. Contra 4 Business shall use its best endeavours to broker a Member’s Contra Euro’s into goods and services provided by other Members to The Exchange.
Tradefirst shall use its best endeavours to broker a Client’s Trade Euros into goods and services provided by other Clients to the Pool of Resources.
3.2 Contra 4 Business shall provide a system for clearing Contra Euro payments by Members only in respect of a Transaction.
3.3 Contra 4 Business shall endeavour to accurately record Transactions and, subject to Article 4 to administer The Exchange on behalf of Members.
3.4 Contra 4 Business shall be entitled to participate in the The Exchange through a subsidiary company and shall in that respect have the same rights and obligations as all other Members of Contra 4 Business.
3.5 Not withstanding any other provision of these terms and conditions insofar as Contra 4 Business participates or is deemed or held to participate in any Transaction, it shall have been deemed to have participated in all respects as agent of and with the authority and upon the instructions of the Buying Member.
4.1 While Contra 4 Business shall use all usual commercial endeavours to broker a Member’s Contra Euros into goods and/or services and to source goods and services it shall not be legally bound to do so and in particular Contra 4 Business disclaims responsibility for:
4.1.1 the availability of goods and/or services from any source; and
4.1.2 ensuring that goods and/or services contained in The Exchange comply with all relevant legislation (together with any amendment thereto or re-enactment thereof).
4.2 While Contra 4 Business shall use its best endeavours to accurately record Transactions and to administer The Exchange, it is acknowledged by Members that in order to do so Contra 4 Business requires full compliance with the terms and conditions hereof by Members and therefore to the extent that Members fail to comply, Contra 4 Business shall have no liability or responsibility to Members or any other party whatsoever.
4.3 For the avoidance of doubt Members acknowledge that:
4.3.1 the sole principals in a Transaction and those responsible for its conduct are the Buying Member and Selling Member involved therein and that Contra 4 Business shall have no responsibility in this regard whatsoever;
4.3.2 a Transaction entered into by Members is done so voluntarily and in accordance with the terms and conditions then prevailing of the Selling Member;
4.3.3 the duty to inspect goods or services supplied under a Transaction for quality and quantity (in the case of goods) rests upon the Buying Member;
4.3.4 Contra 4 Business shall not be the guarantor of any Transaction or Contra Euro;
4.3.5 Contra 4 Business makes no representation or warranty either expressly, impliedly or other wise and disclaims all liability as to the fitness, quality, delivery date, merchantability, prices or any term of the Transaction. Members hereby indemnify and holds Contra 4 Business harmless with respect to any claim, debt or liability whatsoever, arising out of a Transaction wherein the Member is a Buying Member or a Selling Member;
4.3.6 Members shall abide by all applicable laws or regulations appropriate to a Trasaction and Contra 4 Business shall not be responsible to ensure compliance by Members with such laws or regulations; and
4.3.7 Members shall hold Contra 4 Business harmless with respect to any claim, debt, or liability whatsoever, arising out of a Transaction wherein the Member is a Buying Member or a Selling Member.
WEB SITE AND ONLINE TRADING DISCLAIMERS
4.4 This section states the Terms and Conditions under which a Member may use the Contra 4 Business Web Site at www.Contra4Business.com /ie / net / eu / co.uk. Please read this section carefully. If you do not accept the Terms and Conditions stated here, do not use the Site. The Site is operated from Ireland by Contra Ireland Limited of 11 Bath Avenue, Dublin 4, Ireland (“Contra 4 Business”). Contra 4 Business may revise these Terms and Conditions of trading on the site at any time by amending and / or updating the posting on the Site. You agree to visit this page periodically to review the Terms and Conditions, because they are binding on you and each time you use the Site you agree to be bound by the current terms and conditions.
4.5 Registration and use of the site:
4.5.1. In order to become a registered user of the Site, you are required to choose a user name and password. It is your responsibility to keep your user name and password secure. You may not share your password or user account with any other party. Other users of your user account and password shall be bound by these Terms and Conditions as if they were you. You agree to immediately notify Contra 4 Business of any unauthorized use of your user account or password or any other breach of security or breach of these Terms and Conditions of which you become aware.
4.5.2. Guest Users Restricted access to the Site is available by entering the site as a “Guest User”. Guest Users and non-verified users are also subject to these Terms and Conditions.
4.6. Intellectual Property: The contents of the Site, such as articles, other text, graphics, images, software and other material (“Material”), are protected by copyright under both Irish and foreign laws. Unauthorised use of the Material may violate copyright, trademark and other laws. You must retain all copyright, trademark and other proprietary notices contained in the original Material on any copy you make of the Material. You may not sell or modify the Material or reproduce, display, publicly perform, distribute, or otherwise use the Material in any way for any public or commercial purpose. In particular, the use of the material on any other web site or in a networked computer environment for any purpose is prohibited. Contra 4 Business authorises you to view and download a single copy of the Material on the Site solely for your personal, non-commercial use and subject to you having paid any trading and / or Joining Fees outstanding on your fees account. If you violate any of these Terms, your permission to use the Material automatically terminates and you must immediately destroy any copies you have made of the Material.
4.7. User Submissions:
4.7.1 Generally, any communications which you post to the Site is considered to be non-confidential. In accessing the Site you accept that electronic mail passing over the Internet may not be free from interference by third parties. In consequence, we cannot guarantee the privacy or confidentiality of any information relating to the use passing over the Internet.
4.7.2. By posting communications including data, graphics and logo’s to the Site, you automatically grant Contra 4 Business a royalty-free, perpetual, irrevocable non-exclusive license to use, reproduce, modify publish, edit, translate, distribute, perform and display the communication alone or as part of other works in any form, media, or technology whether now known or hereafter developed, and to sub-licence such rights through multiple tiers of sub-licences.
4.7.3. As a user, you are responsible for your own communications and are responsible for the consequences of their posting. Contra 4 Business does not represent or guarantee the lawfulness, truthfulness, accuracy, or reliability of any of communications posted by other users or endorse any opinions expressed by users. You acknowledge that any reliance on material posted by other users will be at your own risk.
4.8 You must not:
4.8.1. Impersonate another person;
4.8.2. Post material in circumstances that breach the civil or criminal law;
4.8.3. Post material that is copyrighted, unless you are the copyright owner or have the permission of the copyright owner to post it;
4.8.4. Post material that reveals trade secrets, unless you own them or have the permission of the owner;
4.8.5. Post material that infringes on any intellectual property rights of others or on the privacy or publicity rights of others;
4.8.6. Post material that is obscene, defamatory, threatening, harassing, abusive, hateful, embarassing or a nuisance to another User or any other person or entity;
4.8.7. Post a sexually-explicit image;
4.9. You agree not to use the Site or cause or permit any Materials to be used:-
4.9.1. So as to jeopardize or prejudice the operation, quality or integrity of the Site or Materials, or the operation, quality or integrity of any telecommunications network;
4.9.2. For any commercial purpose including any surveys, contests, or pyramid schemes, nor to use the Site to participate in or cause others to participate in sending chain letters, junk e-mail, spam, duplicative or unsolicited messages, advertising or promotional material;
4.9.3. To harvest or otherwise collect information about others, including e-mail addresses, without their consent;
4.9.4. To distribute, download, upload or transmit any material which contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs,
4.9.5. Contrary to the terms and conditions of any Internet Service Provider whose services you may use.
4.10. Contra 4 Business does not screen communications in advance and is not responsible for screening or monitoring material posted by Users. If notified by a User of communications which allegedly do not conform to this Agreement, Contra 4 Business may investigate the allegation and determine in good faith and at it’s sole discretion whether to remove or request the removal of the communication. Each User hereby agrees that any such action taken by Contra 4 Business will not be challenged by User. Contra 4 Business has no liability or responsibility to Users for performance or non-performance of such activities. Contra 4 Business reserves the right to expel Users and prevent their further access to the Site for violating these Terms and Conditions or the law. Contra 4 Business reserves the right to remove communications which are abusive, illegal, or disruptive.
4.11. Contra 4 Business is not responsible for any injury and or damage to any individual as a result either directly or indirectly of any information published on this Site. The accuracy of the information is not guaranteed and does not constitute business or other professional advice and is subject to change and therefore Contra 4 Business cannot accept responsibility for any loss or expense incurred upon using the information.
4.12. Contra 4 Business’s Liability
4.12.1. The Material may contain inaccuracies or typographical errors. Contra 4 Business makes no representations about the lawfulness, accuracy, reliability, completeness, or timeliness of the Material or about the results to be obtained from using the Site and the Material. In particular Contra 4 Business makes no warranties or representations as to the lawfulness, accuracy, reliability or quality of any professional opinions made available on the Site. The use of the Site and the Material is entirely at your own risk. Changes are periodically made to the Site and may be made at any time.
4.12.2. Contra 4 Business shall not be liable, and shall not otherwise be deemed to be in breach of this Agreement, for any failure to perform (or delay in performing) any of its obligations hereunder caused by circumstances beyond its reasonable control.
4.12.3. Contra 4 Business does not warrant that the site will operate error-free or that the site and its server are free of computer viruses or other harmful elements. If your use of the site or the material results in the need for servicing or replacing equipment or data, Contra 4 Business is not responsible for those costs.
4.12.4. The site and material are provided on an “as is” basis without any warranties of any kind. Contra 4 Business and its suppliers, to the fullest extent permitted by law, disclaim all conditions and warranties, express or implied including any warranty or terms of merchantability, non-infringement of third parties rights, quiet enjoyment and any warranty of fitness for particular purpose. Contra 4 Business and its suppliers make no warranties about the lawfulness, accuracy, reliability, completeness, or timeliness of the material or links.
4.12.5. The user acknowledges and agrees that the limitations set forth are fundamental elements of this agreement and the Site would not be provided to the user in the absence of such limitations.
4.13. Disclaimer of Consequential Damages
4.13.1 In no event shall Contra 4 Business, its suppliers, or any third parties mentioned at the site be liable for any damages whatsoever (including, without limitation, incidental, punitive, exemplary, special and consequential damages, lost profits, or damages resulting from lost data or business interruption) resulting from the use or inability to use the site and the material, whether based on statute, contract, tort, (including negligence), or any other legal cause, and whether or not Contra 4 Business is advised of the possibility of such damages.
4.14. Limitation of Liability
In the event that Contra 4 Business is found to be liable to you notwithstanding the disclaimers of liability contained in these Terms and Conditions the aggregate liability of Contra 4 Business to you for all claims arising from the use of the Site or Materials is limited to €100.
You agree to defend, indemnify, and hold harmless Contra 4 Business, its officers, employees, agents and service providers, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting whether directly or indirectly from your use of the site or Material (including software) or your breach of the terms of this Agreement.
4.16. Links to and from Other Web Sites;
The Site contains links to third party Web Sites. These links are provided solely as a convenience to you and not as an endorsement by Contra 4 Business of the content on such third party Web Sites. Contra 4 Business is not responsible for the content of linked third party sites and does not make any representations regarding the content or accuracy of materials on such third party Web Sites. If you decide to access linked third-party Web Sites, you do so at your own risk and in accordance with the prevailing terms and conditions of such third party sites.
4.17. Contra 4 Business generally welcomes the hyper-linking to the Site from other appropriate Web Sites provided such links are to the Site’s homepage (and no deeper within the Site) and provided Contra 4 Business gives consent to the establishment of such links. Notwithstanding the foregoing, Contra 4 Business reserves the absolute right to refuse to consent to such links without giving reasons. Any links to the Site from another Web Site must be presented in such a manner that the viewing of the Site is not impaired by framing or similar techniques that may impair the visitor’s user experience.
4.18. Export Control;
Many countries control the export of products and information. You agree to comply with such restrictions and not to export or re-export the materials (including Software) to countries or persons prohibited under export control or other applicable laws. By downloading the Materials (including Software), you are agreeing that you are not in a country where such export is prohibited or are a person or entity to which such export is prohibited. You are responsible for compliance with the laws of your local jurisdiction regarding the import, use, export, or re-export of the Materials.
Contra 4 Business (or any subsequent assignee of Contra 4 Business) will keep your data in accordance with its obligations under the Irish Data Protection Act, 1988. Contra 4 Business does however reserve the right to distribute aggregate information about the volume of users to advertisers or sponsors but we will never disclose your identity.
Contra 4 Business makes no representation that the Materials are appropriate or available for use outside of Ireland, and access to them from territories where their content is illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws.
4.21. Any disputes, claims or proceedings arising out of or in any way relating to the Materials or the Site shall be governed by the laws of Ireland. The Irish Courts shall have exclusive jurisdiction for the purpose of any proceedings arising out of or in any way relating to the Materials or the Site. Without prejudice to the foregoing, Contra 4 Business may seek provisional or protective relief in the courts of another State prior to, during or after any substantive proceedings have been instituted in Ireland and Contra 4 Business may bring enforcement proceedings in another state on foot of an Irish judgment.
4.22. Contra 4 Business may at any time and without liability, modify, suspend or discontinue the Site or any Materials (or any part or specification thereof), with or without notice, for any valid technical, operational or commercial reasons.
5. PAYMENT OF CONTRA 4 BUSINESS FEES
5.1 Members shall pay, on submitting the Agreement duly completed to Contra 4 Business, a Joining Fee of €380.00. On completion of the payment of the Joining fee, the Member will be entitled to 12 months membership of The Exchange at no additional cost, effective from the date of acceptance of the Agreement by Contra 4 Business.
5.2 A Buying Member shall pay a Transaction Fee of eight point two five per cent (8.25%) at the then prevailing rate in cash (i.e. non reciprocal trade) on the gross value of each purchase made by it. Unless otherwise agreed in writing by Contra 4 Business and a Buying Member regarding the payment date of the Transaction Fee (“Deferred Payment Date”) it shall be paid by the Buying Member and receipted as “payment received and cleared” by Contra 4 Business before an Authorization Number will be issued to a Selling Member in respect of a Transaction.
5.3 In addition to the Transaction Fee a Buying Member shall also pay a Bad Debt Reserve Fee of one per cent (1%) in Contra Euros based on the gross valueof each purchase made by it. The Bad Debt Reserve Fee shall be debited from the Buying Member’s Account and shall be assigned to a reserve account against bad debt (“Bad Debt Reserve Account”), and shall be non-refundable.
5.4 All fees and charges, including Joining Fee, Transaction Fees and other charges to Members by Contra 4 Business are in payment for services rendered in processing Member into the Trade Exchange, operating Transaction functions and the clearing system for Contra Euro Payments, maintaining records, advertising and promoting the products and services of the Member, administering The Exchange and administering these conditions.
5.5 Where pursuant to the provisions of Article 5.2 above Contra 4 Business has agreed with a Buying Member that it shall not be obliged to pay the Transaction Fee until the Deferred Payment Date and in breach the Buying Member fails to pay the Transaction Fee by the Deferred Payment Date, then the following provisions shall apply:
5.5.1 Compound Interest, at the rate of 5% per month or part thereof, shall accrue on the outstanding amount until such time as all outstanding Transaction Fees have been discharged in full. For the avoidance of doubt interest shall be deemed to accrue from the date of issue of the Authorization Number in respect of the Trade in question or where no Authorization Number was requested by the Selling Member in respect of the Trade, interest shall be deemed to accrue from the date the Monthly Statement detailing that particular Trade was issued to the Buying Member.
5.5.2 The Buying Member’s Trade Account shall be suspended until such time as all outstanding fees have been discharged in full. Upon payment of outstanding fees the Buying Member shall be entitled to the benefit of all Contra Euros standing to the Credit of its Trade Account at the date of suspension.
5.5.3 If, after a period of 3 months from the Deferred Payment Date, the Transaction Fees remain unpaid Contra 4 Business shall be entitled to:
(i) terminate the Buying Member’s membership with immediate effect (“Termination Date”), whether or not it has a positive or negative Trade Account;
(ii) remove it from the Trade Exchange and Contra 4 Business Membership listings;
(iii) transfer all Contra Euros standing to the credit of the Buying Member’s Trade Account to the Bad Debt Reserve Account;
(iv) sue the Buying Member for the Transaction Fees, interest and all costs and legal expenses associated therewith.
5.5.4 Where, pursuant to Article 5.5.3, a Buying Member’s contract is terminated and at the Termination Date, the Buying Member had previously agreed with Contra 4 Business to supply or pledge goods and/or services to The Exchange, the following provisions shall apply:
(i) Contra 4 Business shall have the right to call on the Buying Member to supply the goods or services to The Exchange within 30 days of Termination Date.
(ii) If the Buying Member fails to supply the goods and/or services within the 30 day period, Contra 4 Business shall have, in order to protect and mitigate the loss to The Exchange, the right to recover the full value of the goods in cash from the Member
6. CONTRA EUROS
6.1 Contra Euros shall only be used in the manner and for the purpose set out in these conditions. They shall not be considered legal tender, securities or commodities and shall not be redeemable for cash.
6.2 Ownership of Contra Euros gives the owner the right to purchase goods and/or services made available to The Exchange by other Members of Contra 4 Business up to the value of the Contra Euros standing to the credit of the Member’s Trade Account.
6.3 Contra 4 Business disclaims responsibility for the negotiability of Contra Euros other than in the context of a reciprocal trade purchase within the Trade Exchange.
7. CONTRA EURO LOANS
7.1 Subject to Article 7.2. where a Member has a negative balance on it’s Trade Account, for whatever reason, it shall be deemed to constitute a Contra Euro Loan due and owing by that Member to the Contra 4 Business Exchange Inventory.
7.2 The exercise of this power to grant Contra Euro Loans shall be at the full discretion of Contra 4 Business with regard to the amount of Contra Euros which may be borrowed, conditions of lending, requirements for security, the nature of the goods or services pledged by the Member to The Exchange and other particulars. Applications for Contra Euro Loans will only be considered where Contra 4 Business has received a hard copy of this agreement duly signed and executed by the applicant.
7.3 Members who have Contra Euro Loans shall be required, at the request of Contra 4 Business, to provide to the satisfaction of Contra 4 Business, collateral, such collateral to fully secure the Contra Euro Loan which, without prejudice to the generality of the forgoing, may include a request from Contra 4 Business to the Member to issue vouchers up to the value of the Contra Euro Loan which Contra 4 Business shall hold in accordance with Article 10 hereof.
7.4 For the avoidance of doubt Contra 4 Business shall be entitled to carry out such credit checks or other financial checks as it deems necessary to process a Members application for a Contra Euro Loan and the Member irrevocably consents, by signing this application form to such enquiries being made.
7.5 A Member shall discharge its Contra Euro Loan by making available to The Exchange and it’s Members, without restriction and without any discrimination in relation to price, service or accessibility, all of those specific goods and /or services originally pledged as collateral and listed as being available at the time of joining and prior to obtaining the Contra Euro Loan, up to the full value of the Contra Euro Loan. In this regard Contra 4 Business shall actively market the goods and/or services pledged by the Member to other Members of The Exchange.
7.6 Where all of or any one of the goods and /or services pledged to The Exchange by a Member as collateral for a Contra Euro Loan, become obsolete, are no longer available from the Member, are no longer fit for purpose, or for any reason become less marketable specifically within the Contra 4 Business members base, the Member shall be obliged to,
(i) Offer alternative goods and /or services to The Exchange as collateral to the satisfaction of Contra 4 Business. In such an event, Contra 4 Business are not obliged to accept alternative products and / or services to those originally pledged as collateral, but may agree to do so entirely at their discretion.
(ii) Discharge the Contra Euro Loan in cash in the event that the originally pledged products and / or services are not available and the alternative products and / or services offered are not considered by Contra 4 Business to constitute sufficient collateral to allow continuation of the Contra Euro Loan.
7.7 Where a Buying Member has obtained a Contra Euro Loan, and on the strength of that Contra Euro Loan, the Buying Member has purchased goods and /or services from The Exchange, then with respect to:
7.7.1 the Goods purchased ( “the Goods “), title to them shall not pass to the Buying Member but shall remain with the Selling Member until such time as the Contra Euro Loan has been discharged in full, and generally the provisions of Article 7.8 shall apply; and
7.7.2 the services purchased, the provisions of Article 7.1.0 shall apply.
7.8 For the purpose of giving full effect to the provisions of Article 7.7.1 and without prejudice to the provisions of Article 4.3.5, the Selling Member hereby appoints Contra 4 Business as its agent for the purpose of exercising and enforcing the Selling Member’s rights of title to the goods against the Buying Member in the event that prior to the discharge in full of its Contra Euro Loan:
7.8.1 the Buying Member ceases to trade generally or ceases to trade in the specific goods or services which he or it has pledged as collateral for the Contra Euro Loan to The Exchange, or while continuing to trade generally in the goods or services which he or it pledged as collateral, refuses to supply these goods or services to Contra 4 Business or it’s members.
7.8.2 being a corporate Member, the Buying Member shall enter into liquidation, whether compulsory or voluntary (not being a voluntary liquidation for the purpose of and followed by a reconstruction or amalgamation while solvent), receivership or examinership; or
7.8.3 being an individual, the Buying Member dies or shall become or be adjudged a bankrupt; or
7.8.4 the Buying Member enters into a scheme of arrangement with his or its creditors; or
7.8.5. the Buying Member does not renew his or its membership or his or its membership is terminated pursuant to Article 18.1.
7.9 Where Contra 4 Business, as agent for the Selling Member, exercises the Selling Member’s rights of title to the goods and repossesses the Goods, the Goods shall become the property of Contra 4 Business.
7.10 Where a Buying Member has purchased services from The Exchange, then for the purposes of protecting The Exchange on the occurrence of any one of the events set out in Articles (7.8.1 to 7.8.5) above (“the Event”), the following provisions shall apply;
7.10.1 the Buying Member’s obligation to discharge the Contra Euro Loan shall subsist and remain valid, and, without prejudice to the Article 4.3.5, and shall remain enforceable by Contra 4 Business against the Buying Member until such time as the Contra Euro Loan is discharged in full.
7.10.2 If, within a period of 3 months of the date of the Event, the Contra Euro Loan has not been discharged in full, Contra 4 Business shall have the right to demand that the Member immediately pay Contra 4 Business the value of the outstanding Contra Euro Loan in cash.
7.10.3 If, within a further period of 30 days, the Member fails to discharge the value of the Contra Euro Loan in cash, Contra 4 Business shall have, in order to protect and mitigate the loss to The Exchange, the right to recover the full cost thereof from the Member. In such circumstances the Member shall reimburse all loss or damage and all costs, including legal expenses resulting from same.
8. TRADING IN THE TRADE EXCHANGE
8.1 On acceptance into the Trade Exchange by Contra 4 Business, Members shall be furnished with:
8.1.1 Details of its Account Identification numbers and access codes.
8.2 A Selling Member shall supply or pledge its goods and/or services and labour to The Exchange at the prevailing market price at the time of sale, unless otherwise agreed in writing between Contra 4 Business and the Selling Member.
8.3 Where Members, by prior agreement between them, have negotiated a Transaction for a partial cash payment Contra 4 Business shall be entitled to its Transaction Fee and Bad Debt Reserve Fee on the non-cash portion of the Transaction only, unless otherwise agreed.
9. PROCEDURE FOR COMPLETING A TRANSACTION
9.1 Selling Member’s Obligations.
In order to process a Trade the Selling Member shall be obliged:
9.1.1 to obtain an Authorization Number from Contra 4 Business before commencing the Trade;
9.1.2 to advise the Buying Member of the terms and conditions under which the goods and/or services are being supplied;
9.1.3 to obtain the Buying Member’s agreement to purchase;
9.1.4 Subject to the provisions of Article 9.4, to furnish Contra 4 Business with a copy of the sales bill or invoice within 21 days of the completion of the sale transaction.
9.2 Buying Member’s Obligations.
Contemporaneous with the Selling Member performing its obligations the Buying Member shall be obliged:
9.2.1 to furnish the appropriate Transaction Fee to Contra 4 Business;
9.2.2 to execute a Contra Euro Payment, subject to obtaining confirmation from Contra 4 Business that it has sufficient Contra Euro facilities, in favour of the Selling Member in respect of the Transaction.
9.3 Contra 4 Business’s Obligations. Contra 4 Business shall be obliged:
9.3.1 to issue, subject to Article 9.6, an Authorization Number to the Selling Member in respect of the Transaction;
9.3.2 to clear, subject to there being sufficient Contra Euros in the Buying Member’s Account, the payment and debit the Buying Member’s Account for the amount of the Transaction and the Bad Debt Reserve Fee;
9.3.3 to credit the Selling Member’s Account for the amount of the Transaction;
9.3.4 to refund to the Buying Member, in the event that a Transaction does not proceed, it’s Transaction Fee and Bad Debt Reserve Fee.
9.4 If evidence of a completed transaction is not furnished to Contra 4 Business within the time prescribed in Articles 9.1.3 Contra 4 Business shall have the absolute right to reject the Transaction. Thereafter if no attempt is made by the Selling Member and the Buying Member to re-transact within a further 30 days, Contra 4 Business shall have the right to reverse the terms of the Transaction in which event it shall be the responsibility of the Selling Member alone to obtain payment from the Buying Member directly in cash or in such other form.
9.5 If, pursuant to Article 9.4, the Transaction is subsequently completed between the Selling Member and the Buying Member within the 30 day period, an Authorization Number shall be issued for the Transaction only when evidence such as a bill or invoice is furnished to Contra 4 Business within 21 days of the date of the transaction.
9.6 Contra 4 Business reserves the right to refuse to issue an Authorization Number in any of the following circumstances:-
9.6.1 If the Buying Member does not have sufficient Contra Euros or credit facility to make such a purchase.
9.6.2 If either party is not a Member in Good Standing.
9.6.3 If Selling Member seeks to obtain an Authorization Number after the commencement of a Trade, except where the provisions of Article 9.5 apply.
9.6.4 If the payment of the Transaction Fee has not been cleared by Contra 4 Business’s bankers.
9.7 Contra 4 Business shall have no responsibility to honour Authorization Numbers or payments issued due to misrepresentations, whether oral or written, misstatements or otherwise made by the Selling Member or the Buying Member and the Selling Member and Buying Member to a particular Transaction shall keep Contra 4 Business harmless from all claims, debts or other liability whatsoever, arising out of such misrepresentation or misstatement.
9.8 Where the goods and/or services supplied by the Selling Member under a Transaction are damaged, defective or otherwise unsuitable for the Buying Member’s purposes, the Buying Member’s rights shall be regulated by the Selling Member’s standard terms and conditions of sale per Article 4.3.2 hereof.
9.9 Where, pursuant to Article 9.8 a dispute arises between a Selling Member and a Buying Member, both parties shall be obliged to fully advise Contra 4 Business as to the terms of its resolution and shall advise Contra 4 Business in writing as to whether amendments to their respective Accounts are to be made.
10.1. In order to simplify the administrative steps associated with a Trade between Members of Contra 4 Business, Contra 4 Business may at its discretion request a Member, which has goods and /or services listed as available or which proposes to pledge goods and /or services to The Exchange as collateral for a Contra Euro Loan, to issue vouchers which Contra 4 Business shall be entitled to hold as bailee for the Member for ease of distribution to existing Members of The Exchange and potential new Members.
10.2 Where Contra 4 Business requests vouchers to be furnished pursuant to Article 10.1 the following conditions shall apply:
10.2.1 the vouchers shall be irrevocable;
10.2.2 the vouchers shall be printed in a format and shall have no expiry date unless otherwise agreed in writing by Contra 4 Business
10.2.3 the vouchers shall contain no conditions, unless otherwise agreed in writing by Contra 4 Business;
10.2.4 Contra 4 Business shall hold such vouchers as bailee only for the Member, and for the avoidance of doubt such issuing to Contra 4 Business shall not constitute a sale to the issuing Member until such time as another or other Members purchase the vouchers pursuant to a Transaction.
10.2.5 For the avoidance of doubt the issuing of vouchers to Contra 4 Business by a Member shall not, if such Member has a Contra Euro Loan, constitute a discharge or partial discharge of such Contra Euro Loan.
10.3 Where vouchers are provided by a Member to Contra 4 Business in accordance with Article (10.2), then the following provisions shall apply in order to facilitate a Transaction;
10.3.1 the Buying Member shall be obliged to notify Contra 4 Business of the proposed Transaction, giving details of the number of vouchers required and furnish to Contra 4 Business:
(i) a payment, subject to obtaining prior confirmation from Contra 4 Business that it has sufficient Contra Euros, in favour of the Selling Member in respect of the Transaction; and
(ii) the appropriate Transaction Fee and Bad Debt Reserve Fee in respect of same.
10.3.2 Contra 4 Business shall:
(i) clear, subject to there being sufficient Contra Euros in the Buying Member’s Trade Account, the payment and debit the Buying Member’s Account for the amount of the payment and the Bad Debt Reserve Fee;
(ii) credit the Selling Member’s Account for the amount of the payment;
(iii) issue, on behalf of the Selling Member, the appropriate number of vouchers requested by the Buying Member.
10.4 Vouchers shall be inclusive of VAT and all taxes.
11. SUSPENSION OF TRADING PRIVILEGES
11.1. In addition to Contra 4 Business’s rights to suspend a Member’s Account pursuant to the provisions of Articles 5.1.3 and 5.5.2 hereof, Contra 4 Business also reserves the right to suspend a Member’s Trade Account where such Member:
11.1.1 refuses to supply to The Exchange or it’s members on an ongoing basis goods and/or services which it had previously agreed with Contra 4 Business to supply to The Exchange; or
11.1.2. damages the good will of Contra 4 Business or the Trade Exchange; or
11.1.3. otherwise violates the terms and conditions hereof.
11.2 . Contra 4 Business shall notify the Member in writing that it’s Account shall stand suspended from the date stipulated therein (“Suspension Date”) until such time as the breach is remedied by the Member to the satisfaction of Contra 4 Business.
11.3. Once the breach has been remedied to the satisfaction of Contra 4 Business the Member shall be entitled to the benefit of all Contra Euros standing to the credit of its Account at the Suspension Date.
11.4. If, after a period of 3 months from the Suspension Date, the breach remains un-remedied to the satisfaction of Contra 4 Business, Contra 4 Business shall be entitled to:
11.4.1 terminate the Member’s membership with immediate effect (“Termination Date”), whether or not it has a positive or negative Trade Account;
11.4.2. remove the Member from The Exchange; and
11.4.3. transfer all Contra Euros standing to the credit of the Member’s Trade Account to the Bad Debt Reserve Account.
11.5. Where, pursuant to Article 10.4, a Member’s membership is terminated and at the Termination Date, the Member had previously agreed with Contra 4 Business to supply or pledge goods and/or services to The Exchange, the provisions of Articles 5.5.4 shall apply save however that “Member” shall be substituted for “Buying Member” wherever appearing therein.
12. MANAGEMENT OF EXCHANGE INVENTORY
12.1. Subject to the provisions of Article 4 above Contra 4 Business shall manage and administer The Exchange for the benefit of The Exchange itself and the Members of Contra 4 Business.
12.2 . In order to ensure the continuous quality and variety of the goods and services contained in The Exchange and in order to enhance The Exchange generally, Contra 4 Business shall be entitled to remove such goods or services from The Exchange, which it considers to be unmarketable in the Trade Exchange, and to sell such goods and/or services in the open market for cash or to other Trade Exchanges in exchange for other goods and/or services. In such circumstances Contra 4 Business shall be acting in the capacity of a Buying Member and shall be entitled to raise it’s own Contra Euro Loan for this purpose.
13. RECORD KEEPING AND ERRORS
13.1 . Contra 4 Business shall issue to every Member on the first business day of each month a monthly statement of account (“Monthly Statement”) which shall set out:-
13.1.1 the balance of Contra Euros, whether positive or negative, standing in the Member’s Trade Account; and
13.1.2 details of all Joining Fees and Transaction Fees paid by the Member to date and those remaining outstanding.
13.2.A Member shall be obliged to inform Contra 4 Business in writing by the fourteenth (14) day of each month if the Monthly Statement has not been received by it.
13.3. A Member’s Monthly Statement will be deemed to be binding as at the date of issue, except in the case of manifest error, unless Contra 4 Business is notified of any discrepancies within twenty-one (21) days of issuance of the Monthly Statement.
14.1 Provided the Selling Member is registered for VAT, it shall charge Value Added Tax on goods and/or services provided under a Transaction and shall collect and record such sums on a normal VAT invoice at the time of the Transaction. All VAT and other taxes shall be paid in Trade Euro’s at point of purchase by the Buying Member.
14.2 The declaration, reporting and payment of all applicable taxes resulting from or connected with a Transaction shall be the sole responsibility of Members. In no circumstances shall Contra 4 Business bear any liability for same.
15. ADDITIONAL BUSINESS LISTINGS
15.1 Members having more than one business may be listed under additional trade categories at an additional charge of €200.00 (plus VAT at the then prevailing rate) per annum.
16. ASSIGNMENT OF ACCOUNT
16.1.A Member’s Account shall not be assignable or transferable without Contra 4 Business’s express prior written consent.
17. PLACING OF MEMBER TRADE ACCOUNT ON STANDBY
17.1.A Member can request that its Trade Account be placed on standby under the following conditions:-
17.1.1 the Trade Account must have a positive Contra Euro balance; and
17.1.2 the Member must give 10 working days notice in writing to Contra 4 Business.
17.2. Subject to Article 17.3 the maximum period for which a Trade Account may be placed on standby is 6 months or the unexpired term between the date is placed on standby and the Renewal Date, whichever is the shorter, and the Trade Account shall automatically cease to be on standby as and from the expiration of the 6 month period or the Renewal Date, as the case may be.
17.3. A Member shall only be entitled to place its Trade Account on standby for a maximum period of 6 months in any continuous 24 month period.
17.4. The Member shall give 10 working days notice to Contra 4 Business of its request that the Trade Account is to be no longer held on standby.
18.1.Automatic Termination. Where a Member commits a fraud against Contra 4 Business or other Members of Contra 4 Business, or makes any voluntary arrangement with its creditors or enters into examinership or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or if an encumbrancer takes possession or a receiver is appointed over any of its property or assets or the Member is unable to pay its debts or it ceases to carry on its business then Contra 4 Business shall be entitled to automatically terminate it’s membership of the Trade Exchange.
18.2 . Termination by Agreement. A Member may terminate its membership of the Trade Exchange upon the giving of twenty-one (21) days’ written notice to Contra 4 Business.
18.3 Consequences of Termination. Immediately upon termination with or without cause, all cash and outstanding fees shall become due and payable and in particular if a Member has a Contra Euro Loan, the provisions of 7.7 to 7.10 hereof shall apply as appropriate.
18.4. If a Member has a positive Contra Euro balance (sales exceed purchases), the Member may remain active and spend the balance in the Trade Exchange provided they have paid one years joining fee in advance and all trading fees applicable to the remaining positive Contra Euro balance in advance and in accordance with these terms and conditions.
19. AMENDMENT OF TERMS AND CONDITIONS
19.1. Contra 4 Business may change the terms of this Agreement from time to time by giving the Member twenty one days (21 days) prior written notice.
19.2. Failure to give Contra 4 Business written notice of objection thereto within such twenty one day period shall be deemed to be acceptance of the change by the Member.
19.3. Purchases or sales transactions completed after the twenty one (21) day notice period shall constitute acceptance of the new terms.
19.4. All changes to the Agreement shall be in writing and shall be signed by a director of Contra 4 Business.
19.5. Where a Member objects to a proposed material amendment of the Agreement by Contra 4 Business, as distinct from a mere technical amendment, it shall have the right to terminate the Agreement by agreement and the provisions of Articles 18.3 or 18.4 shall apply, as appropriate.
20.1. Unless otherwise agreed between a Member and Contra 4 Business, the Members hereby authorize Contra 4 Business to notify and advertise to other Members the availability of Member’s goods and/or services.
20.2. Unless otherwise agreed between a Member and Contra 4 Business, the Members authorize Contra 4 Business to include their names in: membership lists, newsletters, mail and email promotional material, entries and publications on social media web sites and portals prepared by Contra 4 Business from time to time and circulated by it to members and potential new Members.
The various provisions of this contract are severable and if any provision is held by any court of competent jurisdiction to be invalid or unenforceable such invalidity or unenforceability shall not effect the other provisions of these conditions.
22. LAW AND JURISDICTION
22.1 . The Agreement shall in all respects be construed in accordance with the laws of Ireland and it is agreed by the Member and Contra 4 Business that each shall submit to the jurisdiction of the Irish courts.
22.2 . The Member acknowledges and agrees that all of the restrictions and obligations imposed on it are reasonable and valid and hereby waives any and all defences to the strict enforcement thereof.
22.3. A waiver by either party of any breach by the other party of any of the terms provisions or conditions of the Agreement or the acquiescence of such party in any act (whether of commission or omission) which but for such acquiescence would be a breach as aforesaid shall not constitute a general waiver of such term provision or condition or of any subsequent act contrary thereto.
22.4. Any notice or other communication whether required or permitted to be given hereunder shall be given in writing and shall be deemed to be duly given if delivered by hand to the addressee or his duly authorization agent or if sent by prepaid registered post addressed to the party to whom such notice is to be given at the address set out for such party herein (or such other address as such party may from time to time designate in writing to the other party hereto in accordance with the provisions of this Article). Any such notice shall be deemed to have been duly given
(i) if delivered at the time of delivery,
(ii) if sent by fax or electronic mail is received by the addressee and
(iii) if sent by prepaid registered post as aforesaid 48 hours after the same shall have been posted.
23. MEMBER WARRANTY
The Member warrants that it has provided all relevant information to Contra 4 Business in good faith and that such information is true and accurate
Contra 4 Business may assign its rights and /or obligations hereunder without the consent of the Member provided that Contra 4 Business shall, after such assignment, notify the Member of such assignment.