Cardholder Agreement - BarterPay Canada | Canadas Barter System

Cardholder Agreement

BARTERPAY CARDHOLDER AGREEMENT

BarterPay Canada Inc. a Canadian Corporation incorporated under the laws of Ontario, hereinafter referred to as BP, and the individual or business entity who is a client of BP hereinafter referred to as the Client, agree to the following:

  1. Both BP and Client have expressly requested that this Agreement and all related documents, including notices, be drawn up in the English Language.  BP et Client ont demandé expressément que cet Accord et tous documents liés, y compris les notifications, soient formulés dans la langue anglaise.
  2. Client acknowledges that all trading activities are subject to BP Rules and Regulations incorporated herein by reference and binding as fully as all other conditions and provisions of this agreement.  Client acknowledges that BP may from time to time and in good faith, alter its Client Agreement, Rules and Regulations and / or fees and other charges in order to facilitate its business practices.  If such changes become necessary, Client will be notified by email at their last known address thirty (30) days prior to such changes being implemented.
  3. Client understands that BP is a third party transaction processing organization, whose primary function is to provide recordkeeping of barter activity on behalf of its clients.
  4. Client understands that BP is not a party to transactions between clients, does not take title to merchandise or services exchanged in such transactions and shall not be held responsible by Client for such transactions.  Client therefore releases BP from any and all liability related to or arising from Client’s transactions with other clients.  Client understands and agrees that all transactions are entered into on a voluntary basis.  BP provides referrals to its clients but does not assume liability for the quality, timely delivery, pricing, warranty or dispute of any nature between clients with regard to any product or service being traded.  Client should exercise the same diligence entering into trade transactions as they exercise with ordinary cash transactions.  Even on transactions with issues, Client will pay all cash fees on transactions to BP as required by this Agreement and settle the problem or dispute directly with the merchant.
  5. Client understands that BP, when acting as either the buyer or seller, may conduct transactions directly with its clients.
  6. Client understands that for all products and certificates owned and sold by BP, the sole and exclusive warranty BP makes is that BP has title free and clear from any lien or encumbrance, unless otherwise specified in writing.  Products and certificates are sold “As Is”.  BP makes no warranty either express or implied, by operation of law or otherwise as to the merchantability or fitness for a particular purpose of such products or certificates, and Client shall look solely to the manufacturer, distributor or retailer of such products or certificates for any warranty. 
  7. BP brokers, franchisees, agents and account executives are individuals and corporations who sell BP services and assist Clients in trading.  These individuals and corporations are free to buy and sell on trade, but do so on their own behalf.  Every provision of the Rules and Regulations applies equally to them.  BP is not a party to, and is not responsible for transactions between these parties and Clients.
  8. Client understands that the term “TRADEdollar®” or “Barter Credit” means an electronic accounting entry with an assigned value of one ($1.00) CDN Dollar used as a practical method for recording values for any transfer of merchandise or services between BP clients.  The TRADEdollar® cannot be considered legal tender, securities, commodities, and cannot be redeemed for cash through BP or transferred to any other barter company or trade organization.  BP does not claim any responsibility for the negotiability of the TRADEdollar® and / or for the availability of merchandise or services from any source.  Client also recognizes that sales of merchandise or services for TRADEdollars® are taxable events.  Client is solely responsible for the declaration, reporting and remitting of all municipal, provincial and federal taxes resulting from all transactions. 
  9. BP will make its best effort to solicit new businesses and clients who have goods and services that satisfy the needs of all Clients.  Certain items may be available on a limited basis only, because of high demand and short supply.  BP is committed to providing only those products or services that are actually available from the exchange.  While BP will use its best efforts to broker the Client’s TRADEdollars® into goods or services, neither BP nor the trade network itself are responsible if Client cannot find specific products or services to purchase from other clients in the trade network.
  10. Client acknowledges that regulation of purchases, and allocation of goods or services in short supply is inherent in BP’s responsibilities.  Decisions regarding exercise of this responsibility are at BP’s sole discretion.  Every effort will be made to do so in an equitable manner.
  11. Client recognizes that in order to facilitate trading there is a float of TRADEdollars® in circulation.  This amount cannot exceed three times BP’s annual gross trade volume.
  12. Client understands that BP charges a brokerage fee on transactions as indicated on the Account Application.  Unless otherwise noted, all service and brokerage fees are payable to BP in the lawful money of Canada by way of cheque, pre-authorized bank debit and / or credit card charge the time the transactions are recorded in the account.  For convenience BP provides a monthly statement to each Client.  At BP’s discretion payment of fees may be required prior to the processing of larger transactions. If a cheque is returned or a pre-authorized debit payment is declined a $20 cash fee will apply.
  13. Direct trades between Clients for the purpose of avoiding brokerage fees are prohibited, and if completed, are subject to a cash transaction fee payable on demand at the Client’s normal brokerage fee plus 5%, unless proof of a prior one-to-one trading relationship existed before parties became Clients of BP.
  14. BP reserves the right to charge two percent (2%) per month on any and all unpaid fees from the date of the statement, beginning the end of the month after the date of the statement, in any circumstance, even after the termination of Client’s account.
  15. Client shall be responsible for all charges made to the accounts BP Client Card(s) or through use of Client’s BP account number.  All Client Cards issued to Client remain the property of BP and must be surrendered upon the request of any BP officer or to any agent so designated by BP.
  16. Client must immediately advise BP of lost or stolen Client Cards by emailing support@BarterPay.ca.  In instances where Client desires that an authorized card user be removed, the Client must notify BPin the same manner as if the card were lost or stolen.  Client is responsible for any debt resulting from loss or theft of the Card that is incurred prior to notification.  Upon notice of any lost or stolen card, BP will assign a new account number to Client and issue new cards for the account.  On the first instance there will be no charge, each subsequent occurrence will result in a $50 service charge.
  17. Client shall not attempt to deficit spend (overdraft the account).  Such an attempt will be treated as an effort to commit fraud on the part of the Client.  Any deficit balance that is incurred is immediately due in CDN dollars payable to BP.
  18. Client shall examine monthly statements and advise BP in writing within sixty (60) days of the statement date of any errors or suspected errors.  If Client fails to make such notification within the allotted time, Client agrees to the accuracy of the statement and is bound thereby.
  19. Client may not assign or transfer this agreement or any right conferred hereunder except with prior written approval from BP.  Any requests to modify account ownership must be accompanied by appropriate documentation, including the endorsement of the previous owner and completion of a new Client Application.
  20. Client authorizes BP to advertise their goods or services to the trade network.  BP at its sole discretion will determine whether a Client’s name is published in any directories, newsletters, or other publications of BP.
  21. Client authorizes BP to use Client’s proprietary marks for the purpose of marketing the Client’s business within the BP trading network and within prospecting material such as its website and social media platforms. 
  22. Client authorizes BP to provide account payment history to credit reporting agencies.
  23. Client acknowledges that if information regarding Client’s account is requested by the Canada Revenue Agency or by any law enforcement agency that Client agrees not to hold TI liable for any actions taken by BP in compliance with said agencies.
  24. This agreement shall be binding upon Client and Client’s heirs, representatives, successors, assigns and administrators.
  25. Client acknowledges that in the event of any dispute arising under this agreement, other than disputes involving collections, all resulting litigation must be filed only in a court of competent jurisdiction in BP’s municipality in the province of Ontario.
  26. This Agreement shall be deemed to have been entered into in the province of Ontario and shall be governed by the laws thereof.  If any provision of this agreement is deemed or declared to be invalid or unenforceable, such provision shall be deemed severed from this agreement and shall not affect the remaining provisions hereof which shall remain in full force and effect.
  27. In the event that the Client or BP utilize facsimile or electronically transmitted signed documents, both parties hereby agree to accept and agree to rely on such documents as if they bore original signatures.

Cancellation of Account:

  1. Client may cancel the account at any time with written notice to BP so long as the account is in good standing and there is no cash debt or TRADEdollars® loans owing to BP. 
  2. BP may cancel the account at any time and for any reason, with written notice to Client so long as BP assists Client in utilizing any remaining balance in the account.
  3. Whether the account is cancelled by BP or by Client, should the Client have and wish to use a remaining balance, the Client is required to pre-pay all brokerage fees applicable to their balance at the time of notification.  
  4. BP may unilaterally cancel the Client’s account at any time without notice and without  further liability to the Client if:
  1. Client violates any of the Rules and Regulations of BP.
  2. Client is more than 90 days late in making payment of fees owing on the account.  At BP’s sole and absolute discretion BP may accept TRADEdollars® at up to a 4:1 ratio in lieu of the cash debt owing.
  3. Client commits fraud against BP or any other client of BP.
  4. Client dies or becomes insolvent or bankrupt.
  5. Any other reasonable cause, including receiving multiple complaints from other clients regarding Client’s purchasing habits or Client’s quality of service.
  1. If Client is able to settle the issue that resulted in termination under clause 31 and wishes to reactivate their account, a $100 reactivation charge would apply.  If the issue was non-payment of fees, prepayment of the brokerage fees on the existing trade balance may also be required.
  2.  BP reserves the right to publish the name(s) of any Client cancelled by BP under clause 31, and the reasons for cancellation to its entire client base.
  3. If Client is inactive for more than 6 months the account may be archived at BP’s discretion.  On Client’s request the archived account will be activated at no charge.

 

BARTERPAY RULES AND REGULATIONS

  1. Client shall immediately report to BP the nature of any infraction or suspected infraction of this agreement and / or the Rules and Regulations by BP.  BP reserves the right through its officers or its appointed representatives to conduct an investigation of any such report and to take appropriate action to remedy the situation.
  2. The sale of merchandise or services shall be at prevailing retail prices and unless the total value of the contracted product and services is over $5,000 must be transacted one hundred percent (100%) in TRADEdollars®.   The amount of the transaction in TRADEdollars® is to be inclusive of the collection of any sales tax by the seller.  The contract may be spread over several transactions (e.g. annual contract billed monthly) for the purpose of the $5,000 rule the amount is based on the full estimated annual contract.
  3. The Client must make it clear to their broker which goods or services they sell are available to other BP clients as well as which are not and the process by which transactions are to be undertaken. If client wishes to exclude a particular good or service, or change the process by which they sell goods or services to other clients, the Client must provide thirty (30) days written notice of the change. 
  4. All gratuities shall be paid in cash.  Gratuities in restaurants shall be a minimum of fifteen percent (15%) of the total charge.  If Client feels that the service does not warrant the gratuity, a complaint should be registered at the point of purchase with the management of the restaurant or other service establishment.
  5. Client must notify BP immediately about any unfavourable change in Client’s financial position that seriously weakens the Client’s ability to provide goods and services to the exchange.
  6. Any client attempting to convert prospective customers brought to them on a trade basis by BP to cash paying customers will be de-listed from the directory, will not be sent further business via BP and the Client’s account may be cancelled.
  7. It is the selling client’s responsibility to ensure that a BP Client Card is presented by the buying client prior to processing each transaction and to verify that the card is valid.
  8. It is the selling client’s responsibility to obtain an authorization number for each sale transaction through BP.  Buying clients cannot process sales.  BP reserves the right to refuse to issue an authorization number if the buyer does not have sufficient TRADEdollars® to cover the purchase or if either the buyer or seller is not a client in good standing.   Authorizations should be obtained at the time of sale.
  9. The buyer’s signature is required to validate transactions; ideally on a BP Transaction Slip or in the mobileTRADE app.  A Bill of Sale, contract or other documentation that clearly describes the business transacted and the method of payment is also acceptable so long as it is clear that the buyer is authorizing payment be taken.  The signature gives BP authority to transfer funds.  It is the seller’s responsibility to retain a copy of the transactions slip, or other form of signed documentation as proof that the buyer authorized the transaction.  If any buyer disputes the validity of a transaction and the seller is unable to furnish a signed authorization from the buyer within thirty (30) days of the request for documentation, the transaction may be reversed.  If the selling client’s account has insufficient TRADEdollars® at the time of a reversal, the seller may be liable in Canadian Dollars.  Note: email confirmation between the parties can be substitute for a signature, especially where the parties are transacting at a distance.
  10. Once an authorization number has been given, any dispute, modification or reversal of the transaction corresponding to that authorization number can only be accomplished by contacting your local BarterPay Office.  Each dispute requires that the Client originating the complaint follow up to provide a written explanation of the basis of the dispute.
  11. The following procedures apply to transactions involving special orders, construction jobs, service work, or other work-in-progress transactions:
  1. Buyer should obtain a written estimate before authorizing work to begin.
  2. Seller should consider reserving TRADEdollars® from the buyer until the job is completed or the special order item is received, the seller must contact the local BarterPay office and request that the appropriate amount of the buyer’s funds be placed in escrow.  Upon completion of the work-in-progress transaction, a transaction slip should be dated and signed by the buyer, and the seller should contact the local BarterPay office to release the escrow funds and process the transaction.
  1. Any account not paid in full within thirty (30) days from the statement date will be classified as “Restricted”.  This means the account will have all purchasing privileges limited until all fees, including the late charges, are paid.  Sellers will not be able to process transactions to buyer’s account without contacting the BP Corporate Office for an override. 
  2. Any account remaining Restricted for more than thirty (30) days will be classified as “Pending”.   The account will be limited in the same way as the “Restricted” account, with the addition that Brokers will not actively work to assist Client in further purchasing.
  3. Any account remaining Pending for more than thirty (30) days will be classified as “Frozen”.  This means that the account will have all purchasing privileges suspended until all fees, including late charges are paid.  Additionally BP may cancel the account.  
  4. Clients who are on “Stand-by” status are not currently accepting trade business.  Clients may voluntarily elect this status at any time by providing thirty (30) days written notice; however, quarterly maintenance fees will continue to be charged. 
  5. BP will use its best efforts to assist Client in the sale of the Client’s goods and services and in the Client’s use of TRADEdollars® with other BP clients.  However, the initiative for using BP’s services for Client’s economic benefit rests with the Client.