The following Trading Rules and Regulations form part of and are included in any Trade Credit Loan Agreement which has been made with CitizensMatch.

1. Nature of the Parties

Citizens Match is hereinafter referred to as CM. CM is a trading platform sponsored by Highland Valley Elder Services, Inc. that  acts as a clearing-house and third party record keeper of the barter transactions among its Clients that contract with CM to organize and facilitate barter of their goods and services with other Clients.

‘Client’ is a business or individual that has contracted with CM to exchange its goods and or services with other Clients and wishes to subscribe to CM’s record keeping and barter services.

By signing CM’s Client Membership Agreement Client agrees to abide by these Trading Rules and Regulations.

2. Nature of the Credits

A ‘Trade’ is a barter purchase or sale of goods and or services whereby payment is made in trade credits posted to Client’s account pursuant to these Trading Rules and Regulations. A trade credit is an accounting unit used to record the value of a Trade. Ownership of trade credits denotes the right to receive goods or services available within the CM trade network.  Trade credits may be used only in the manner and for the purpose set in these Trading Rules and Regulations. They will not be considered legal tender securities or commodities.  They may not be redeemed for cash. CM disclaims responsibility for the negotiability of trade credits or for the availability of goods and services from any source.

3. Trade Credit Loans

Client grants to CM the right and power to make trade credit loans to any Client of CM on terms and conditions consistent with the Client’s credit worthiness and ability to repay.  The exercise of this power is at the full discretion of CM management with regard to principal, any interest, terms and conditions, lending policy and other particulars.  Any Client wishing to apply for a loan may be required to submit a loan application, financial statement, credit agreement, promissory note or equivalent collateral prior to approval. CM is under no obligation to extend credit at any time. CM will use its best efforts to ensure timely repayment of principal, any interest and appropriate collateral. CM may at its discretion collect the transaction fee for the amount of the loan at the time the loan application is made.

All Trade Credit Loan agreements are valid for duration of Client’s membership and are subject to six (6) monthly reviews to ensure prompt repayment of any trade credit loan or negative balance.

If a Client has a negative trade balance (purchases exceed sales), the borrowing Client must respond to trade purchase requests from other members or CM by offering goods and services as repayment of any Trade Credit Loan or negative trading balance, as agreed under the terms of repayment. The failure to respond or supply will be interpreted as a refusal to repay the amount of trade credit loaned, and CM reserves the right to terminate the account under the terms of clause 19. (Termination).

CM reserves the right to withdraw an extension of credit in the instance of any action by the borrowing Client resulting in a breach of any clause within these trading rules and regulations. If the withdrawal of credit results in a negative trade balance (purchases exceed sales), the borrowing Client must balance the account with trade credit within thirty (30) days of the notification of credit withdrawal date, and, after the thirty (30) day period immediately pay CM any remaining negative balance in cash.  Failure to repay within the required time-scale will result in immediate legal proceedings being instigated to recover the debt in cash and any legal costs incurred.

If a Client ceases trading for any reason, any goods or services that have been purchased from a CM member which results in a Client having a negative balance (purchase exceed sales) remain the property of the CM members pool until the negative balance has been reduced to zero.

4. Brokerage Function

CM serves in a brokerage capacity in organizing and facilitating trade among Clients.  Responsibility for the conduct of a trade is exclusively that of the two Clients participating in the trade. THE DUTY TO INSPECT GOODS FOR QUALITY AND QUANTITY AND FITNESS FOR PURPOSE RESTS UPON THE BUYER CLIENT. CM will use its best efforts to broker the Client’s trade credits into goods and services, to accurately record trades and to administer these rules in accordance with its terms.  However, Client acknowledges that the sole principals in any trades are the buying and selling Clients involved, that the trades are entered into voluntarily and that CM is not the guarantor of any trade or trade credit.

5. Availability of Products or Services

CM shall use its best efforts to solicit new businesses, having goods or services to satisfy the needs of all Clients.

6. Definition of Client in Good Standing

A Client who conducts trades in accordance with these Rules and Regulations, is current in any monies owing to CM, and has a valid unexpired Client account, is considered, a “Client in good standing”.  Only Clients in good standing are entitled to the services of CM

Where a Client has by his or her conduct or misconduct displayed to CM inability to meet the standards set in Client’s own industry relative to the quality of goods or services,  or has been charged with the commission of a crime involving fraud or moral turpitude, or otherwise exhibits to CM that Client’s reputation in the business community has been diminished, then for the protection of the remaining Clients, CM reserves the right to restrict the rights of said Client to sell or advertise Client’s goods or services for sale until such time as Client can exhibit to CM that the standard expected in Client’s own industry can be met.

7. Payment of Fees

Client agrees to pay a transaction fee (currently 7.5% C$ on each purchase and sale) as set by the exchange based on the gross barter value of each purchase. This fee may include an amount assigned to a reserve account against bad debt, and is non-refundable. All fees and charges including initial retainer fee, transaction fees, and other charges to Client by CM are in Payment for services rendered in processing Client into the exchange system, operating the clearing house and brokerage functions, administering these Rules and Regulations, maintaining records and facilitating Client’s use of the exchange system. CM may at its discretion collect any and all transaction fees at the time of the transaction. If CM chooses not to collect transaction fees at the time of the transaction, the Client agrees to pay CM the full amount of such fees within fourteen (14) days of issuance of the transaction fees invoice, otherwise CM reserves the right to charge Client penalty on the outstanding balance at the rate of one and one half percent (1.1/2%) per month on the unpaid balance compounded. In the event the Client is in arrears for any cash fees beyond sixty (60) days, Client agrees to waive all rights to his usage of any positive trade credit balance in Client’s account and CM the right to hold any such balance so long as any cash fees remain outstanding for more than sixty (60) days.

Any account continuing in a delinquent status for three (3) consecutive months may be closed without notice by CM. Trade credits in the account will be forfeited and placed by CM in its general operating accounts unless outstanding fees are paid.  At any time during the term of this membership the Client may re-establish the account and reclaim the trade credits by paying outstanding cash fees including one and one half percent (1.1/2%) cash penalty fee per month on the outstanding balance and transaction fee ten percent (10%)  in cash on the remaining trade credit balance. Any trade credit account with a negative balance (purchases exceed sales) may at the discretion of CM be assessed at one and one half percent (1.1/2%) cash penalty fee.  All checks returned unpaid to CM because of insufficient funds or stopped payment will be subject to a fifteen Dollars ($15.00) penalty.

8. Trade Procedure

Client must have a valid Trade Voucher Book and an online  trading account.  A Client is solely responsible for all Trade Vouchers written to a Client’s account. CM is not responsible for use of Trade Vouchers by unauthorized persons.  Client agrees to furnish all goods and services at Client’s normal prevailing prices. Exceptions can be made to these procedures for online trades in certain situations.

9. Trade Authorization

(A) Sellers Duty:

To receive credit for transaction Seller must:

1). Obtain an authorization number from the CM office on each transaction before releasing merchandise or performing a service. The trade credits in the buyer’s account will be reserved against the authorization number issued by CM and are only valid for thirty (30) days. CM is not responsible to honor authorizations granted due to misrepresentations made by buyer or seller. CM reserves the right to refuse to issue an authorization number approving a transaction under any of the following conditions:

(a) If the buyer does not have sufficient trade credits or line of credit to make such a purchase.

(b) If either party is not a Client in good standing.

(c) If seller fails to call CM for an authorization number at the time of sale.

(d) If transaction fee for the amount of any loan request has not been paid at the time the loan application was made.

2) Obtain the buyer’s signature on the Trade Voucher (or other proof of purchase document) and mail a copy to the CM office. In the event the seller does not receive a Trade Voucher from buyer within 21 days of delivery, at the discretion of CM other forms of proof of purchase may be acceptable.

3) If signed Trade Vouchers are not submitted to the CM office within thirty (30) days CM has the right to cancel the trade credits reserved in which event it will be the responsibility of the seller to collect from the buyer.

4) Upon receipt of the Trade Voucher and proof of purchase documents, the buyer’s account will be debited and the seller’s account will be credited. Failure to follow these instructions will place responsibility of the transaction upon the seller and not CM.

(B) Buyer’s duties:

(1) Trade credits in the buyer’s account will be reserved against an authorization number for the amount of the purchase at the time a telephone authorization number is received from the CM office. Upon receipt of the  copy of the trade voucher or in the event the seller does not receive a trade voucher from buyer within 21 days of delivery, at the discretion of CM other forms of proof of purchase may be acceptable.

CM shall debit the buyer’s account and credit the seller’s account. CM statement is considered an ‘account stated’ as to all transactions that it bears.

(2) Buyer shall have twenty-one (21) days after the transaction appears on CM statement to reject the trade; only under the following conditions such rejections will be considered:

(a) That funds are reserved and have not been credited to the seller’s account.

(b) Improper quantity was delivered.

(c) The goods were not in the same condition as displayed in sample or advertising.

(d) The services were not as represented.

(e) The merchandise was damaged or unusable.

(f) Buyer has formally advised the seller in writing that goods or services have been rejected.

(g) Upon CM’s receipt of a formal credit note issued to the buyer from the seller.

3) In the event of a rejection the buyer shall notify both CM and the seller within twenty-one (21) days after the transaction appears on CM statement. Upon receipt of said rejection, CM will hold the trade in abeyance subject to arbitration or resolution by the parties. Funds will only be held in abeyance ninety (90) days unless formal arbitration is in process. If formal arbitration is in process, funds will be held in abeyance at the discretion of CM

4) The failure of the buyer to formally reject the transaction within twenty-one (21) days after CM’s statement shall cause CM to debit the buyer’s account and credit the seller’s account with the amount of the purchase. Invoice for the brokerage commission remains as per paragraph 7 of these rules. Further, shall the buyer fail to commence arbitration procedures by the filing of an intention to arbitrate within twenty–one (21) days of the date of the CM statement, then the buyer waives all legal remedies he may have as a result of the purchase.

Failure to follow these procedures will place responsibility of the transaction upon the seller and not CM

10. Record Keeping and Errors

All active Clients will receive a monthly statement of account which will be considered an “account stated” and will be authorized within twenty-one (21) days of its issuance. Clients are obligated to call a CM office if a monthly statement has not been received.

Client’s monthly statements will be considered accurate as printed unless the CM accounting department is notified of any discrepancies within twenty-one (21) days of issuance of statement.

11. Laws and Regulations

Clients shall abide by all applicable laws or regulations appropriate to any trade and CM shall not be responsible on the part of Client to comply. Client agrees to hold CM harmless for any action CM takes to comply with the applicable laws or regulation.

12. Taxes

Client shall charge the appropriate SalesTaxes and collect and record these on a normal invoice as applicable at the time of sale. Under no circumstances will CM be responsible to pay any SalesTax or other tax on behalf of the Client. The declaration and reporting of all applicable taxes resulting from trade transactions rests solely with the Client. Client agrees to hold CM harmless for any actions CM takes to comply with tax laws.

13. Additional Business Listings

Clients having more than one business may be listed under additional trade categories at no additional charge so long as one monthly statement is required. Additional businesses requiring separate statements may be enrolled for additional discounted fee on one half (1/2) the original retainer fee.

14. Assignment of Account

A Client’s account is not assignable or transferable without CM’s express prior written consent. Trade credits may not be advertised for sale without CM’s express prior written consent.

15. Overpricing

CM reserves the right to enquire into complaints of overpricing (overpricing is where seller is charging a higher price on barter than normal terms) violations may result in termination of Client’s account.

16. Standby

Clients can request that their account be placed on “standby” under the following conditions:

1) Client account must have a positive trade credit balance.

2) Client must give notice to CM.

3) Client must be current in any monies owing to CM, and has a valid unexpired Client account.

17. Direct trades

Direct trades between Clients to avoid service fees are prohibited, and if consummated, are subject to standard cash transaction fees, payable upon demand, such trades may also result in suspension or termination of Clients involved.

18. Suspension of trading privileges

CM reserves the right, at its sole discretion, to suspend the trading privileges of any Client who:

1) Commits fraud against CM or other Client.

2) Violates the agreement or other terms of the rules and regulations.

3) Any Client with outstanding cash fees due to CM which are more than sixty (60) days past due.

4) Client who has a negative trade balance (purchases exceed sales), who does not respond to requests from other member’s purchase inquiries will be interpreted as a refusal to repay the trade credit loan.

5) Direct trades (contra) to avoid payment of service fees.

6) Behaves in a manner which is detrimental to the CM Pool, and or fellow members.

Client shall be given notice of such suspension. The trading privileges of the Client shall be reinstated immediately upon payment of past due fees.

19. Termination

Either party may terminate this agreement upon ten (10) days written notice to the other party.

Immediately upon termination, with or without cause, all cash and trade credit service fees outstanding become due and payable, and:

1) If Client has a negative trade balance (purchases exceed sales), Client must balance the account with trade credit within thirty (30) days of the termination date, and, after the thirty (30) day period, immediately pay CM any remaining negative balance in cash; or

2) If Client has a positive trade account balance (sales exceed purchases), Client may stay active and suspend the balance until purchases equal sales by paying CM in advance the cash service fees on the positive balance, until trade credits are spent, monthly maintenance fees will be charged to the Client’s account, in accordance with clause 7. Payment of fees:

3) In the event of termination by either party, there shall be no refund of annual retainer or transaction fees.

20. Amendment of Trading rules and Regulations

CM may, in its sole discretion, change the terms of this agreement from time to time by giving Client thirty (30) days prior written notice. Failure to give CM written notice of rejection thereto within such thirty (30) day period shall be deemed as acceptance by Client. Also, purchases or sales after thirty (30) day notice period constitutes acceptance of the new terms. All changes to this agreement must be in writing and must be signed by an officer of CM

21. Fee Changes

CM reserves the right to change the annual retainer fees and transaction fees from time to time. Client will receive thirty (30) days written notice of any such changes.

22. Disclaimer of Liability

CM makes no representation or warranty either expressed or implied and disclaims all liability as to the fitness, quality, delivery date, merchantability, prices or any item of the trade transaction. Client does hereby indemnify and hold CM harmless with respect to any claim, debt, or liability whatsoever, arising out of any transaction wherein Client is buyer or seller. Client acknowledges that any trade transaction in which it participates shall be on a voluntary basis.

23. Disputes and Arbitration

CM is functioning in a brokerage capacity, and as a third party record keeper, is to be held harmless on any liability question arising between Clients.

In the event of any dispute, the parties seeking resolution shall submit a written request for the arbitration within twenty-one (21) days of the receipt of the goods or services or the commencement of the dispute. In no event shall request for arbitration be filed later than twenty-one (21) days after receipt of the goods or services.

24. Enforcement

Each and every term and provision and every last term and provision contained in these Trading Rules and Regulations is severable from every other term and provision therein. If any such term or provision shall be judged invalid, illegal or unenforceable, it shall not affect the validity, legality or enforceability of the remainder of any other term or provision of these Trading Rules and Regulations. The remainder shall remain valid , legal and enforceable and in full force and effect.

In the event that legal action must be taken by CM against a Client to enforce any provision of these Trading Rules and Regulations, CM shall be entitled to recover legal fees, costs and simple interest at a rate of eighteen percent (18%) per year from the date of default until payment.

25. Advertising

Unless otherwise stipulated between the parties to this agreement, Client authorizes CM to notify and advertise to other Clients the availability of Client’s products or services.

26. Tips and Gratuities and Tax

All tips, gratuities and Sales Taxes shall be paid in cash at the point of purchase by the Client.

27. Special Trade Procedures

The following procedures apply to transactions involving special order, construction jobs, service work, long term leases and other work-in-progress transactions:

1) Client should obtain a written estimate before authorizing work to begin.

2) Before starting, Client should obtain a deposit or down-payment in trade credits in the same manner as a cash transaction. This is done with a Trade Voucher and authorization number.

28. Client Acknowledgment and Warranty

Client acknowledges that he has read the currently effective Trading Rules and Regulations, that such Rules and Regulations may be changed by CM from time to time in accordance with these Rules.

Client warrants that it provided all information to CM in good faith and that such information is accurate to the best of its knowledge.

29. Joint and Separate Liability

If this application is accepted and an account opened for Client in CM trade network, the Client and individuals signing for the Client thereby assumes joint and separate responsibility for all purchases and fees in this Agreement.

30. Credit References

CM reserves the right to verify the availability of all funds presented for payment.

31. Law

In the event of any legal disputes arising from these Trading Rules and Regulation the Laws of Massachusetts shall apply.