MEMBERSHIP AGREEMENT ("AGREEMENT")
TERMS AND CONDITIONS


  1. Trade Exchange Canada Ltd. and its affiliates ("TEC") administer a network of members who trade products and services with each other.
  2. TEC facilitates this administration by issuing a Membership card ("Card") to each member that is used to initiate transactions with other members.
  3. References to Member include the Member both as a selling and buying member. The Member will also refer to the Authorized Signatory of the face of this Agreement.
  4. The Member agrees to pay to TEC initial sign-up fees on signing this Agreement, monthly Membership fees and transaction fees as described below and as revised from time to time. Member authorizes TEC to electronically charge their account for any fees and adjustments as described in section 23 below.
  5. Upon presentation of a Card by a Member or authorized user, the selling Member will: (a) sell merchandise or perform services to the other member at a price not in excess of the ticketed or posted price for such merchandise or services (b) not impose and fees or other charges for the use of the Card as a method of payment, and (c) not require a minimum amount of merchandise to be purchased or services to be performed before accepting the Card.
  6. The selling Member will invoice the buying member for each transaction by completing a Transaction Slip supplied by TEC which must be signed by the buying
    member or authorized user of the buying member’s card. Any TEC transaction processed without a signed TEC Transaction Slip will be reversed by TEC if
    challenged by the buying member. Regardless of whether or not the transaction is legitimate, the selling member or buying member will have a maximum of 30 days,
    following the end of the month the transaction was processed, to request TEC to investigate and/or reverse any such transaction.
  7. The selling Member will obtain an authorization number from TEC, or its appointed agent, for the Trade Dollars (“TD”) amount of each transaction.
  8. The selling Member will deliver the "Buyer" copy of the TEC Transaction Slip to the buying member. The selling member will retain the "Seller" copy of the TEC Transaction Slip for a minimum of five years from the date of the transaction as evidenced by the transaction slip.
  9. The selling Member’s account will be credited, and the buying Member’s account will be debited for the amount of TD in each transaction. The selling Member and buying Member will pay transaction fees to TEC as outlined below, based upon the value of the transaction.
  10. The buying Member must remit all applicable taxes and other amounts owing to governmental authorities and to the selling Member at the time of each transaction. The selling Member will make proper payment to applicable governmental authorities.
  11. TEC will provide statements to the Member detailing all transactions and transaction fees on a monthly basis. TEC will be entitled to treat everything shown on a statement as complete, correct and binding on the Member unless the Member gives TEC written notice of an error in or omission from the statement by not later than 30 days after the statement date recorded on that statement.
  12. TEC in it's sole discretion may refuse to credit the account of a selling Member (or debit the account of a buying member), or may charge back to the selling Member and the buying Member the total amount of TD in any transaction in any of the following circumstances:
    1. The signature appearing on the transaction slip is claimed by the buying Member to be forged and that the signature is not reasonably similar to the signature on the Card.
    2. The buying Member does not receive the merchandise or services described in a Transaction Slip.
    3. The Transaction Slip is illegible or unauthorized.
    4. The transaction evidenced by the Transaction slip is for any reason illegal, void or invalid.
    5. The selling Member has attempted to reduce, increase or disguise the amount of the transaction.
    6. A copy of the same Transaction Slip has been deposited more than once.
    7. The selling Member has attempted to process a fictitious Transaction Slip.
    8. The Member has failed to comply with the terms of this Agreement as revised from time to time.
    9. Any other circumstances which TEC considers appropriate to refuse to credit the selling Member's account in whole or in part.
    10. The buying Member has insufficient funds to complete a transaction.

    TEC has the right to refuse to credit the account of a selling Member even in those cases where the selling member has obtained authorization for the TD amount of the transaction or has otherwise complied with this Agreement. TEC will notify the Member of each refusal to credit and each debit to a designated account under this section. If a Member does not dispute a credit refusal or debit in writing to TEC within seven (7) business days of the date of the credit refusal or debit was made, it will mean that the Member has accepted that credit refusal or debit.
  13. TEC will not be responsible to the buying Member for the quality or fitness of any goods or services acquired with the use of the card which will be the sole
    responsibility of the selling member. TEC is not responsible for any conflicts between members that results from any exchanges, including without limitation,
    overpricing practices or a member’s refusal to carry out a transaction. TEC acts only as an administrator of a network of members, and is in no way responsible for agreements between and among members. All claims by a buying Member and all disputes concerning a transaction evidenced by a transaction slip will be settled by the selling Member and the buying Member directly. Any refund or other adjustment will be in the form of a credit voucher. TEC will be entitled to transaction fees from both the buying Member and selling Member in each such case based on the amount of the credit voucher.
  14. A Member who transfers TD between branches or to their employees will be charged transaction fees as described below under fees.
  15. All transactions must be processed immediately by the selling Member. Transaction Slips not processed within one month from the date of a transaction may be considered “stale dated” and neither TEC nor the buying Member may be obligated to honor these transactions.
  16. TEC issues and retains ownership of all Cards. Cards are not transferable. Cards must be returned to TEC on demand.
  17. If a card is lost or stolen, the Member will advise a TEC at its nearest Regional Office in writing within one business day of discovering the loss or theft. The Member remains responsible for all transactions related to a card that is lost or stolen until the Member provides such notice to TEC on a business day.
  18. Under no circumstances may TD be converted or sold for Canadian currency by the Member. A member who violates this term of this agreement may be
    automatically terminated from membership.
  19. In order to facilitate administration, TEC may from time to time issue a line of credit or a loan in TD to a qualified Member. If the Member fails to pay any TD loans or lines of credit within 5 days of demand the Member will pay to TEC a number of Canadian dollars equal to the number of TD’s in the TD loan or line of credit.
  20. The Member agrees to participate in TEC’s pre-authorized debit plan (“Pre-Authorized Debit”) and authorizes TEC to draw debits, in paper, electronic or other form, on its account indicated on the face of this Agreement (the "Account") at the financial institution indicated therein (the "Financial Institution") for the payment of fees owing toTEC under this Agreement from time to time. The Member agrees that a fee may be charged to its account by TEC for each debit not honoured due to insufficient funds, or for any other reason. In the event that TEC is unable to recover fees as prescribed through the Pre-Authorized Debit process outlined in this Agreement, all overdue amounts will bear interest at the rate of 24% per annum. The Member may revoke this Pre-Authorized Debit authorization at any time by delivering a written notice of revocation to TEC provided that the Member provides another means of payment acceptable to TEC. The member agrees that the revocation by the Member of a Pre Authorized debit will not affect any of the obligations of the member to TEC under this agreement. This Pre-Authorized Debit authorization applies only to the method of payment and does not have any bearing on any contract for goods and services exchanged between members. The Member agrees that the Financial Institution is not required to verify that any Pre-Authorized Debit has been drawn in accordance with this authorization, including the amount, frequency and fulfilment of purpose of any Pre-Authorized Debit.
  21. The Member may dispute a Pre-Authorized Debit (a “Disputed Debit") by providing a signed declaration to their Financial Institution, as per section H4, paragraph 10c of the Canadian Payments Association Consumer Pre-Authorized Debit Plan guidelines. On receipt of a written declaration from the member the Financial Institution will immediately reimburse the member for any Disputed Debit up to 90 days after the date the Disputed Debit was posted to the Member’s account. The Member agrees that after this 90-day period the Member will resolve any dispute concerning a Pre-Authorized Debit solely with TEC. The Member agrees that delivery of this authorization to TEC constitutes delivery by the Member to the Financial Institution. The Member will inform TEC, in writing, of any change in the account information provided in this authorization prior to the next date of a Pre-Authorized Debit.
  22. TEC may, from time to time, issue directions to the Member regarding procedures to be followed and prescribed forms to be used to carry out this Agreement. Such directions, procedures and forms will be binding upon the Member upon receipt thereof, unless the Member elects to give immediate notice of termination of this Agreement to TEC in writing.
  23. This Agreement will remain in full force and effect until written notice of termination by either party is received by the other party. All obligations of the parties in respect of any transaction entered into prior to termination will survive such termination. A Member terminated by TEC will have 90 days from receipt of such notice to use all TD it has on account failing which all such unused TD will be forfeited absolutely to TEC.
  24. This Agreement will enure to the benefit of and be binding upon the parties hereto, their heirs, successors and assigns.
  25. The Member will indemnify TEC against and hold it harmless from all claims of whatsoever nature arising out of TEC acting as administrator or in any way being part of the network of members.
  26. TEC may amend this Agreement periodically. TEC will notify the Member of any such amendment in writing. If the member completes any transaction after the effective date of any amendment, the Member will be deemed to have accepted and agreed to such amendments.
    TEC may give notice to the Member in respect to any matter required by this agreement by (a) mailing any such notice to the Member’s last known address appearing on TEC’s records. Any such mailed notice will be deemed to be received by the Member on the 5th day following the date of mailing of the same; (b) by facsimile at the last known facsimile number of the Member appearing on TEC’s records. Any such facsimile notice will be deemed to be received by the Member on the day sent; or (c) by email transmission to the Member’s last known email address appearing in TEC’s records. Any such email transmission will be deemed to be received by the Member on the date sent.
Fees*
Membership fee: in Canadian dollars
 $495 for Membership fee paid in full

Monthly fees: Auto Fee TD15 + $15 per month / Not on Auto Fee TD20 + $20 per month

Transaction Fees:
Clients of auto fee program: 6.0% cash and 1.0% in Trade Dollars per Trade Dollar transacted on every sale or purchase or transfer transaction.

Clients not on auto fee program: 7.5% cash and 1.0% in Trade Dollars per Trade Dollar transacted on every sale or purchase or transfer transaction. 		Administration Fees

$25Cheque returned fee
$25NSF cheque or returned Pre-Authorization Debit
TD20Providing credit references
TD25Issuance of Membership card following loss or theft
TD25Issuance of duplicate card
TD30Monthly charges for use of trust account
TD50per Employee Card
* Loan Application Fee amount varies according to the loan
*Fees may be revised from time to time, Membership fee is 100% non-refundable. All fees are net of all applicable taxes payable in Canadian dollars.

* Transactions processed through TEC reciprocal trading partners will incur an additional fee determined at the time of the transaction.