March 8, 2018

Terms and Conditions

1 NATURE OF TERMS
1.1 These Terms set out:
(a) the basis on which each Member is entitled to participate in the trade exchange platform; and
(b) the obligations that each Member has to Afribarter and to other Members.

1.2 Alteration of Terms: Afribarter may alter any of these terms (including the charges payable) by giving notice to each Member. Any alteration will be effective from the date specified by Afribarter. However the effective date must not be earlier than 30 days from the date on which notice of the alteration is given.

1.3 No partnership: Nothing in these Terms creates any partnership, agency or joint venture relationship between Afribarter and any Member or between any two or more Members.

1.4 Definitions: Some words which are used often in these Terms are defined in clause 24.

2 AFIBARTER’S ROLE
2.1 Afribarter has established the trade exchange platform to allow Members to trade amongst each other on a non-cash basis. Except as stated in clause 2.3, Afribarter's role is that of a facilitator. The parties to any Transaction made through the trade exchange platform are entirely responsible for that sale or supply and Afribarter has no liability to either party in relation to that Transaction.

2.2 Any disputes in relation to a Transaction are to be resolved between the parties to that Transaction. Afribarter has no responsibility in relation to any such dispute but it will provide for appropriate adjustments to be made to the Members' Afribarter Account where a request is made in accordance with the operating procedures. A peer-managed dispute resolution process will be followed and Afribarter will only process the appropriate adjustments once this process has been concluded.

2.3 Afribarter is a Member and can enter into Transactions as a principal. Where Afribarter sells goods through the trade exchange platform it does so, on the basis that it makes no warranty regarding those goods, except that it owns them. Afribarter excludes any warranties implied by law in respect of any such sale.

3 AFRIBARTER WALLET
3.1 Afribarter will maintain an account for each Member in the Members Wallet. The form of currency used in Afribarter is BarterBit. BarterBit are not legal tender and have no value other than to enable Members to make purchases from other Members on a non-cash basis in accordance with these Terms. Under no circumstances is Afribarter (or any other person) obliged to redeem BarterBit for cash.

3.2 Afribarter will credit to a Member's Wallet:
(a) the value of each sale or supply made by that Member through the trade exchange platform in accordance with these Terms; and
(b) any other amounts as may be provided for in these Terms or agreed between the Member and Afribarter.

3.3 Afribarter will debit from a Member's Afribarter Wallet:
(a) the cost of each purchase made by that Member through the trade exchange platform;
(b) the BarterBit component of fees payable by the Member in accordance with clause 8;
(c) any other amounts as may be provided for in these Terms or agreed between the Member and Afribarter.

4 HOLDING WALLET
4.1 Afribarter will maintain a Holding Wallet for each transaction where BarterBit transacted will be held for a holding period of thirty (30) days, unless agreed to by both Parties,

4.2 Afribarter will credit to a Member's Wallet:
(a) the value of each sale or supply made by that Member through the trade exchange platform in accordance with these Terms after the holding period; and
(b) any Transactions flagged for dispute will be held in the Holding Wallet until resolution has been reached.

5 AUTHORISATION OF TRANSACTIONS
5.1 Afribarter will credit a selling or supplying Member's Afribarter Wallet only where the Transaction is authorized by Afribarter. Any request by a Member for authorization of a Transaction must be made in accordance with the operating procedures.

5.2 Afribarter will not authorized a Transaction if:
(a) at the time of the Transaction either party's right to engage in Transactions was suspended, in accordance with clause 15;
(b) the Transaction would result in the purchasing Member's credit limit being exceeded.

5.3 While Afribarter will use all reasonable endeavors to ensure that its approval system is functioning properly at all times, it is unable to guarantee that that will occur. Afribarter excludes all liability to Members arising out of:
(a) any Transaction being improperly declined or improperly approved by Afribarter; or
(b) any failure of Afribarter to provide a prompt response to any request for authorization of a Transaction.

6 CREDIT LIMITS
6.1 Each Member agrees to Afribarter allowing Members a credit limit on their Afribarter Account of such amount as Afribarter, in its discretion, considers appropriate. Afribarter may at any time increase or reduce a Member's credit limit, although it will not increase a Member's credit limit beyond the level requested by the Member. Afribarter may at its discretion require a Member to provide a guarantee, cash deposit or other security acceptable to Afribarter as security for the performance by the Member of its obligations under these Terms.

7 COMMITMENTS BY AFRIBARTER
7.1 Afribarter agrees to use its best endeavors to:
(a) encourage a wide range of businesses to become Members;
(b) operate the trade exchange platform in accordance with good industry practice;
(c) respond to queries from Members in a timely manner;
(d) authorize (or decline, where appropriate) Transactions between Members on a real-time basis;
(e) maintain an accurate and up to date database of Members which can be accessed by Members during normal business hours;
(f) maintain an accurate, transparent record of each Transaction processed on Afribarter on a Blockchain Ledger.

7.2 Afribarter agrees to act in good faith towards each Member.

8 CHARGES
8.1 Charges: In consideration of Afribarter performing services as specified in these Terms, each Member must pay Afribarter:
(a) a Joining fee of R25 ZAR payable by means of a Premium Rated SMS;
(b) a BarterBit transaction fee at the rate of [0.4%] of the value of the Transaction (sale or purchase) made by that Member through the trade exchange platform; and
(c) an Account re-registration charge of R25 ZAR payable by means of a Premium Rated SMS.

9 OBLIGATIONS OF MEMBERS
9.1 Each Member agrees:
(a) to pay the charges due to Afribarter in accordance with clause 8;
(b) to act in good faith towards Afribarter and each other Member;
(c) to not do anything which is likely to diminish the good name or goodwill of Afribarter or the trade exchange platform;
(d) to comply with all relevant laws when engaging in Transactions;
(e) to comply with all relevant taxation obligations (and each Member acknowledges that Afribarter has no responsibility to pay any VAT on the Member's behalf);
(f) to not to use the name or any trade mark of Afribarter, except in a manner approved by Afribarter; and
(g) that Afribarter may obtain information regarding the credit history and credit status of the business and all business members or directors.

10 LIABILITY
10.1 All liability of any kind of Afribarter to any Member with respect to the services provided by it (whether arising under the Consumer Protection Act, or any other enactment, or otherwise) is excluded to the fullest extent permitted by law.

10.2 Members should carefully examine all products and services offered on the Afribarter MarketPlace before accepting or purchasing any of them. Afribarter offers a service to the members, to market their products or services, it cannot be held responsible for any loss, damages or misleading claims.

11 ENTIRE AGREEMENT
11.1 These Terms contain all of the terms relating to each Member's participation in Afribarter.

12 WAIVER
12.1 No exercise or failure to exercise or delay in exercising any right or remedy by Afribarter will constitute a waiver by Afribarter of that or any other right or remedy available to it.

13 CONFIDENTIALITY AND PUBLICITY
13.1 Confidentiality: Each Member undertakes to keep these Terms and any information that Member learns about Afribarter or its business or the business of any other Member confidential, except that this undertaking will not apply to disclosures made:
(a) as required by law; or
(b) in good faith and in proper furtherance of arrangements connected with the Afribarter trade exchange platform; or
(c) to the Member's professional advisers; or
(d) of information already in the public domain.

13.2 Membership Directory: Each Member acknowledges the confidentiality of (and undertakes not to disclose the contents of) Afribarter Membership Directory.

13.3 Publicity: Each Member acknowledges that its contact details will be included in the online directory published by Afribarter.

14 PRIVACY
14.1 Afribarter will treat information regarding Members in accordance with the Afribarter Privacy Policy, which is located at www.afribarter.co.za, where applicable.

15 SUSPENSION
15.1 Afribarter may suspend a Member's ability to engage in Transactions if:
(a) Afribarter reasonably believes that the Member has breached any of its obligations under these Terms; and
(b) a Member has being issued with BarterBit overdraft and the Member does not have listings in the MarketPlace to the same or higher value.

15.2 Any suspension under clause 15.1(b) will be lifted when Afribarter is reasonably satisfied that no breach has occurred, or that any breach which did occur has been rectified.

16 TERMINATION OF MEMBERSHIP
16.1 Termination on notice: Afribarter may terminate a Member's membership by giving 5 working days written notice to the Member.

16.2 Termination by Afribarter on default: Afribarter may terminate a Member's membership with immediate effect by giving written notice to the Member:
(a) if a Member commits any material breach of these Terms; and
(b) if a Member sells any illegal item or service on the trade exchange platform.

17 CONSEQUENCES OF TERMINATION
17.1 Upon termination of a Member's membership for any reason the Member must immediately pay to Afribarter:
(a) the cash equivalent of any credit balance in the Member's Afribarter Wallet;

17.2 If Afribarter reasonably believes that the Member may be insolvent, Afribarter reserves the right to seize stock, goods, fittings and fixtures to the value of any credit balance PLUS the Afribarter Member's Afribarter Account. Afribarter can seize these goods immediately upon termination of the members account. For the purpose of seizing goods these shall be valued at wholesale price. Afribarter shall return said goods only on the condition that the member meets their obligations as defined in 17.1(a).

18 TERMINATION OF AFRIBARTER
18.1 If for any reason Afribarter ceases to operate each Member which has a credit balance in its Afribarter Wallet must immediately pay to Afribarter the cash equivalent of that credit balance. Any payments made pursuant to this clause will be held in trust by Afribarter and will be distributed pro-rata among the Members with debit balances in their Afribarter Wallet.

19 VAT
19.1 Payments to be made under this Agreement are inclusive of VAT.

20 ASSIGNMENT
20.1 No Member may assign its rights under these Terms. Afribarter may by notice to the Members assign its rights under these Terms.

21 PARTIAL INVALIDITY
21.1 If any provision of these Terms or its application to any party or circumstance is or becomes invalid or unenforceable to any extent, the remainder of these Terms and their application will not be affected and will remain enforceable to the greatest extent permitted by law.

22 THIRD PARTIES
22.1 Nothing in these Terms is intended to confer a benefit upon anyone other than Afribarter and the Members.

23 NOTICES
23.1 Service of notices: Any notice given pursuant to these Terms will be deemed to be validly given if posted, or forwarded by email to:
(a) in the case of a notice to Afribarter, the address set out below or to such other address as Afribarter may advise: Afribarter PO Box 200, Simons Town, 7995, South Africa or email info@afribarter.co.za
(b) in the case of a notice to a Member, the address or email address which is listed in Afribarter records as the address or email address of that Member.

23.2 Time of service: Any notice given pursuant to this Agreement will be deemed to be validly given:
(a) in the case of delivery, when received;
(b) in the case of email, when sent;
(c) in the case of posting, on the second working day following the date of posting.

24 INTERPRETATION
24.1 Definitions:
In these Terms unless the context otherwise requires:
"Afribarter" means the trade exchange platform known as Afribarter, which was established by (and is operated by) Afribarter Trading (Pty) Ltd trading as Afribarter;
“Holding Wallet” means an application which holds BarterBit transaction debits and credits for a defined period before transferring them to the Member Wallet;
“Ledger” means a centralized record of each transaction processed on Afribarter;
"Member" means a person or business entity who has applied to become a member of Afribarter;
"Operating Procedures" means the procedures applicable from time to time relating to the operation of Afribarter, which are set out on www.afribarter.co.za;
"Terms" means these Terms and Conditions of Membership of the Afribarter;
"Transaction" means the supply of goods and or services from one Member to another made through Afribarter in accordance with these Terms;
"VAT" means Value Added Tax;
“Wallet” means a Blockchain application recording debit and credit transactions
"working day" means a day (other than Saturday or Sunday) on which registered businesses are normally open for business in South Africa.

24.2 General construction:
In interpreting these Terms the following rules must be applied unless the context otherwise requires:
(a) Headings to clauses are for reference only and are not an aid in interpretation;
(b) References to statutory provisions will be construed as references to those provisions as they may be amended or re-enacted or as their application is modified by other provisions from time to time.
(c) References to clauses are to clauses of these Terms;
(d) References to currency are to South African currency;
(e) Any date which is not a working day, upon or by which anything is due to be done by any party, will be deemed to be a reference to the next working day;
(f) Words importing the plural include the singular and vice versa and words importing gender import all genders
(g) Any obligation not to do something will be deemed to include an obligation not to suffer, permit or cause that thing to be done.