SATACHI TRADE BANK LTD
Membership & Trading Agreement
1 OVERVIEW
1.1 The parties to this agreement comprise the Satachi Trade Bank Limited ("The Bank") and the successful applicant identified on the annexed membership application form ("The Member"). The Bank's account holders are collectively known as Members
1.2 The Bank will provide a clearing house service and will record every trade transaction ("Trade") between Members. It will use its best endeavours (without accepting any liability so to do) to introduce Members to each other for the purpose of Trade
1.3 Each Member must be a bona fide business willing and able to buy and sell goods and/or services with other Members in exchange for the unit of currency of The Bank
1.4 The unit of currency of The Bank is the Satachi Pound also referred to in this agreement as S£
2 AMENDMENT & ASSIGNMENT
2.1 The Bank may in its absolute discretion amend the terms of this agreement at any time by giving The Member 10 days prior written notice of the change. Any Member not accepting any such amendment may send written notice of objection to The Bank within the 10 days notice period whereupon this agreement will terminate in accordance with clause 13.1.7.5 of this agreement. Any Trade conducted after the 10 days notice expires shall be deemed to constitute acceptance of the new terms and a waiver of any notice of objection
2.2 No Member is entitled to assign their rights and/or obligations under this agreement without first obtaining the written consent of a Director of The Bank
2.3 If a Member changes their legal identity (eg by becoming a limited company or by changing from sole trader to partnership) The Member's Membership will be terminated and a fresh application for membership will be required and The Member with the new identity will have responsibility for any obligations outstanding in relation to the former account
2.4 The Bank may agree to create an account for directors employees or partners of an existing Member if requested but is not obliged to do so. If such an account is created The Member must pay The Bank a subsidiary account set-up fee and will thereafter be liable for all the obligations arising in respect of the account as if the account was in their own name and as if all Trade activity in respect of the account was undertaken by The Member them/itself
3 SATACHI POUNDS
3.1 The unit of currency of The Bank is the Satachi Pound. Members shall use Satachi Pounds to represent the value of every Trade between Members. Satachi Pounds may be used only in the manner and for the purposes set out in this agreement
3.2 The Bank shall be under no obligation to any Member or to any third party to buy or redeem or convert to cash or pay any amount for or in respect of Satachi Pounds
3.3 Members are not permitted to buy or sell Satachi Pounds for cash or for any other valuable security. Any such purported sale will be rejected by The Bank and will not be registered in the records of The Bank
3.4 The Bank has the full freedom and right to regulate and control the number of Satachi Pounds within The Bank
3.5 Satachi Pounds are not legal tender securities or commodities and cannot be redeemed for cash
4 BANK ACCOUNTS
Debt Reserve Fund ("DRF")
4.1 The DRF is a fund owned by The Bank managed exclusively by The Bank from contributions made by Members for the protection of The Bank and its Members. The unit of currency of the DRF is S£. Contributions to the fund by Members are non-refundable
4.2 When a Member's membership is terminated and their account is in debit The Bank may pursue The Member for recovery of the outstanding balance for and on behalf of The Bank. When all recovery methods have been followed to a reasonable degree and extent by The Bank, sufficient S£ may be transferred from the DRF to close the member's account
4.3 The DRF is not for the use of Members to make good a default by individual Members in respect of specific Trades. It is used to balance the trade economy where a Member has ceased to trade and/or has ceased to be a Member leaving a debit balance in their account. If they are unable or unwilling to offer that amount back to community members then the economy is out of balance. Funds from the DRF are then transferred to the overdrawn account to bring it to a zero balance because an account can only be closed if it has a zero balance
Cash Debt Reserve ("CDR")
4.4 The CDR is a £ sterling fund owned by The Bank managed exclusively by The Bank for the purpose of balancing The Bank economy and including purchasing goods or services externally from The Bank as resources for The Bank and compensating The Bank in respect of unpaid fees and costs (including legal fees). Contributions to the fund by Members are non-refundable
4.5 If The Bank recovers a debt owed by a Member in £ sterling it will deduct its costs and place the balance if any in the CDR
5 ROLE OF THE BANK
5.1 The Bank will provide a system for clearing Trades. It will endeavour accurately to record Trades and will use its best endeavours to facilitate trading between Members. In particular The Bank will:
5.1.1 maintain a database of all current Members and display it on The Bank's website and may produce a Directory of Members on such terms as to frequency, content and cost as The Bank shall determine at its discretion. It is the responsibility of Members to notify The Bank of any restriction which needs to be adhered to in relation to the promotion or advertising of any product or service
5.1.2 use its reasonable efforts accurately to record each Trade between Members whether by telephone operator clearance or by electronic transfer
5.1.3 administer this agreement in accordance with its terms
5.1.4 manage Members' accounts within The Bank
5.2 The responsibility for the conduct of trade within The Bank is exclusively that of Members who are solely responsible for ensuring that economic benefit is derived from their membership and their activities within The Bank
5.3 The Bank does not in any way guarantee the performance of any of the obligations entered between Members or the quality of the goods or services provided by Members
5.4 The Bank is not responsible for ensuring the availability or quality or source of goods and/or services within The Bank
5.5 The Bank shall use its reasonable endeavours to solicit new businesses having goods or services it considers are appropriate to the needs of all Members
5.6 The Bank may promote the availability of any Member's products or services to other Members in whatever manner The Bank feels is appropriate, within the law
5.7 The Bank is responsible for the regulation of purchases and the control of credit. Decisions surrounding the same shall be exercised in The Bank's absolute discretion
5.8 The Bank is entitled to reserve some accounts primarily or solely for the use of The Bank, its principals or employees
5.9 The Bank has the right, but not the obligation, to enquire into complaints by Members of breaches of this agreement by any Member. The Bank may take any action, which, in The Bank's absolute discretion, it deems necessary to ensure fair dealings between Members
6 MEMBERS FINANCIAL STANDING
6.1 On receipt of an application for membership and at any time thereafter as shall to The Bank seem prudent The Bank will make a search of the applicant/Member's credit history and that of any of their principal partners directors and/or shareholders with a credit reference agency or other suitable source of information and shall retain the result and may share that information with other businesses
6.2 The Bank will monitor and record information relating to Members' account performance and such records will be made available to credit reference agencies, who will share that information with other businesses in assessing applications for credit and fraud prevention
7 MANAGEMENT OF MEMBERS' ACCOUNTS
7.1 The Bank may make an overdraft facility available to any Member on such terms and conditions including as to the provision of security or payment in advance or may refuse such a facility as The Bank may in its absolute and unfettered discretion decide. The Bank is under no obligation to grant an overdraft facility to any Member
7.2 The Member will be liable in £ sterling to The Bank for any expenditure exceeding an agreed overdraft. The sum is payable within 7 days of the despatch by The Bank of a written demand. The Member is also liable in addition for interest at the rate of 2% per calendar month or part thereof on the excess expenditure
7.3 The Bank has the right in its discretion to extend or reduce an overdraft facility in Satachi Pounds to Members and to levy a non-refundable cash fee and/or a cash deposit payable either to The Bank or the CDR as security
7.4 The Bank may collect monies owed to it by Members by direct debit. If this facility is not made available to The Bank a payment of £250 sterling or such other amount or further amounts as The Bank shall in its discretion judge to be appropriate the payment being a pre-payment of estimated fees
7.5 If a Member has more than one associated business on The Bank and the account of one is in credit and the account of another is in debit The Bank may transfer a credit balance from one account or associated account to balance another account or associated account in debit in satisfaction of any liabilities and or indebtedness to The Bank whether such liabilities be actual, contingent, primary, collateral, several or joint and whether the accounts are attributable to Members with a different legal personality. In addition The Bank may at its discretion amalgamate two debit balances held by the same Member into one account
Standby Accounts
7.6 A Member can place their account on ‘Standby' which means that they do not have to offer to Trade but this facility is only available to Members which have a positive balance on their account and the account can only remain on Standby for a maximum of six months in any 24 month period after which normal trading must resume. Monthly fees still apply whilst the account is on Standby
Lost/stolen/terminated Cards
7.7 When notified by a Member of a lost or stolen Bank Card ("Card") The Bank will inform members by email that the Card is withdrawn. Members accepting payment through a withdrawn Card risk the transaction not being honoured by The Bank. Each Member must supply The Bank with a current email address for this and other purposes
8 FEES
8.1 The Member must pay to The Bank in consideration of the services provided by The Bank the various non-refundable fees at the rate(s) in force from time to time and such other charges as may be specified by The Bank from time to time. Vat will be applicable in addition as advised by The Bank
8.1.1 Membership Setup Fee payable in £ sterling
8.1.2 Monthly administration fee payable in £ sterling
8.1.3 Monthly administration fee payable in S£
8.1.4 A Transaction Fee from the selling Member payable in £ sterling equal to a percentage of the numerical value in S£ of each Trade
8.1.5 A monthly Debt Reserve fee payable in S£ to be paid into the DRF
8.1.6 A subsidiary account set-up fee where applicable
8.1.7 A fee payable in £ sterling for exceeding or purporting to exceed The Member's overdraft facility
8.1.8 A monthly Debt Reserve fee payable in £ sterling to be paid into the CRF
8.2 The Member agrees to pay The Bank the full amount of any fees within 10 days of the date of issue of the monthly invoice. Where a direct debt is in place The Bank can take for fees at any time at their discretion utilising any direct debit or debit or credit card set up on The Bank's system
8.3 Should any fees remain unpaid for more than 30 days from their due date The Bank may at its sole discretion freeze The Member's account (including any credit balance) with The Bank until all monies owing to The Bank are paid in full
8.4 Should any monies remain payable to The Bank by any Member more than 7 days following the freezing of The Member's account under 8.3 of this agreement this shall constitute a material breach of this agreement under clause 13.1.1 of this agreement. In this event any credit balance of S£ in The Member's account may be used at the discretion of The Bank and The Bank may in addition take steps to recover any debit balance as permitted under this agreement
8.5 If The Member has insufficient overdraft facility to pay any fees payable in S£ The Bank may draw the same amount in £ sterling from The Member's cash account utilising The Member's direct debit authority or utilising any debit or credit card set up on The Bank's system
8.6 The Bank may charge interest on any unpaid fees at the rate of 10% per calendar month or part thereof until payment
9 TRADING PROCEDURE
9.1.1 The Bank is not obliged to clear any transactions following a misrepresentation made by a buying or selling Member
9.1.2 The Bank is not obliged to give authorisation to a Trade in the following circumstances:
9.1.2.1 if the Buyer does not have sufficient S£ or overdraft facility available to make the purchase
9.1.2.2 if either party is not a Member in Good Standing. A ‘Member in Good Standing' means a member of The Bank which does not owe any fees or charges to The Bank beyond agreed trading terms, which is trading within its overdraft facility, and is otherwise conducting itself in accordance with this agreement
Processing Trades
9.2 Irrespective of the amount involved where a transaction card is being presented for payment the selling Member has the responsibility of telephoning The Bank at the point of sale and following the instructions received from The Bank. This leads to the immediate clearance of funds
9.3 If the card is refused or if the buying Member cannot be present or does not have their transaction card available at the time of purchase the selling Member may at their own risk allow payment at a later date or may in their discretion require another form of payment at the point of sale
9.4 Members may transfer funds to the extent of their overdraft facility on line to another Member. In the event of user-error in the on line transfer process upon receipt of email confirmation from each of the paying and receiving Member confirming the error The Bank will reverse the transaction
Special Trades
9.5 The Bank advises The Member to adopt a special procedure in relation to goods or services provided over a prolonged period including construction jobs, long term leases and work-in-progress which must be paid for when work is completed or in stages
9.5.1 Before authorising the Seller to commence the work, the Buyer should obtain a written quote or estimate from the Seller
9.5.2 Before commencing the work, if appropriate, the Seller should obtain an advance payment in S£
9.5.3 The Seller should seek interim payments upon completion or partial completion of the work
9.6 The Bank may at its discretion transfer funds between Members on the basis of a verbal instruction. The Bank may first send the paying Member an email confirming the instructions and in the absence of any countermanding response the funds will be transferred within 12 hours or on commencement of trade on the next working day
10 TRADING RULES
10.1 Members must keep their confidential password secret and The Bank is not liable for any loss to The Member resulting from failure by The Member to abide by this condition
10.2 The Member warrants that they have the full legal right to supply the goods or services which they offer to The Members. The Bank has the right to reverse Trades conducted in breach of this agreement, in which event it shall be the responsibility of the Selling Member to recover payment from the Buying Member. All Trades are subject to final audit and verification by The Bank and, in case of inaccuracies, may debit the defaulting Member's sterling accounts
10.3 Members shall abide by all relevant central or local government laws or regulations applicable to any Trade and The Bank shall not be responsible for any failure on the part of The Member to comply. The Member agrees not to hold The Bank liable for any action which The Bank takes to comply with applicable laws or regulations
10.4 Identification
The Member is not required to disclose to another Member that they intend to trade via The Bank until after the terms of the Trade (including price & date) have been agreed. The Buying Member must disclose their expectation to pay via S£ at the time of placing the order or making the booking. The Buyer must not exert pressure on the Selling Member for any discount
10.5 Pricing
A Member shall not adjust the price of their goods or services according to whether a transaction is proceeding via The Bank or not. Members shall charge Bank customers the same price as a £ sterling-paying customer would be charged. Breach of this condition is a material breach for the purposes of clause 13.1.1 of this agreement
10.6 S£ only
All Trades shall be conducted on a 100% S£ basis unless the Seller has obtained the prior consent of The Bank to the contrary before entering into the Trade
10.7 Refusal to Trade
If a Member's account is in debit they must accept an offer of Trade or make available the goods or services they supply at least to the value of their debit balance. Failure to comply and/or failure by a Member to honour their Directory Listing and/or website obligations is a material breach for the purposes of clause 13.1.1 of this agreement
10.8 Direct Trade
A Direct Trade consists of a Trade between Members which is not wholly for cash and which is not disclosed to The Bank and is not conducted within the rules of The Bank and which is entered into for the purpose of avoiding Bank Fees. Direct Trade may include a barter deal or a contra deal or involve a third party Member making payment on another Member's behalf. Where a Direct Trade has taken place each Member involved in that Trade shall be liable to pay a Transaction Fee to The Bank equal to the Fees attributable to a Trade of that value which shall fall due and payable to The Bank upon completion of that Direct Trade
10.8.1 lf The Bank has reason to believe that Members have engaged in a Direct Trade The Bank may request from any one or all of the Members involved a copy of the VAT Invoice relating to the transaction
10.8.2 The Bank may suspend the right of a Member to participate in The Bank if The Bank reasonably believes that The Member has entered into a Direct Trade in contravention of the spirit of this agreement.
10.8.3 Engaging in Direct Trade is a material breach of this agreement for the purposes of clause 13.1.1 of this agreement
11 COMPLAINTS INVESTIGATION
11.1 The Bank may on receipt of a complaint from a Member or on its own initiative investigate breaches of this agreement by a Member and in its absolute discretion take the actions as set out in the following subclauses, provided that The Bank accepts no liability for any loss accruing to a Member as a result of the action of or failure to act by The Bank
11.2 The Bank may call upon The Member complained of or suspected of breaches of these provisions to explain their conduct and give them an opportunity to refute the allegations. If The Bank finds the allegations to be substantiated to The Bank's reasonable satisfaction the provisions of clause 13.1.1 will apply. The Bank may take any action, which, in The Bank's absolute discretion, it deems necessary to ensure fair dealings between Members
11.3 Disputes over Trades are between the Selling and Buying members only and shall be settled by those parties themselves. The Bank has no responsibility in connection with any such disputes other than recording the Trade in the ordinary course of business. The Bank is not obliged to act against unauthorised persons for unauthorised use of S£ nor for providing a remedy in respect of Trades which do not comply within this agreement
11.4 Poor Service
Poor Service includes but is not limited to a situation where in The Bank's opinion a Member fails to respond to another Member's enquiry or fails to respond to another Member in the same manner as The Member would have done if the other Member had been a cash customer
12 TIPS AND TAXES
12.1 All tips are to be paid in £ sterling
12.2 Trades involving S£ Pounds are generally treated as taxable events for VAT purposes. The Selling Member shall charge VAT and collect record and account for the tax as required by the law
12.3 Any VAT is to be paid to the Selling Member in S£ or (at the option of the Selling Member) £ sterling at the point of purchase by the Buying Member
12.4 The Bank is not responsible to pay any VAT on behalf of any Member
12.5 The Member agrees not to hold The Bank liable for any action by any tax or other authority
13 TERMINATION
13.1 The Bank may terminate a Member's membership (with or without a period of prior suspension to permit investigation as The Bank shall in its discretion think fit) and close their account in the following circumstances:
Without notice
13.1.1 In response to gross misconduct or any material breach of this agreement by The Member
13.1.2 In the event of the appointment of a receiver, liquidator, or administrator to The Member or any of their assets, or if The Member enters into any arrangement or composition with their creditors or becomes insolvent or bankrupt or ceases to trade or carry on The Member's usual business or if The Bank reasonably believes that any of the above will shortly happen
13.1.3 If The Bank reasonably believes that The Member is trading illegally contrary to any local or central government law
13.1.4 If a Member becomes uncontactable for any reason
13.1.5 If a Member attempts to obtain goods and/or services using a withdrawn card
13.1.6 If The Bank reasonably believes that a Member has attempted a Trade knowing that they do not have sufficient overdraft facility to meet the cost of the Trade
On Notice
13.1.7 The Bank may give The Member 30 days written notice of its intention to terminate The Member's membership should The Member fail to remedy to the satisfaction of The Bank conduct which The Bank believes to be a breach of this agreement. This includes but is not limited to:
13.1.7.1 In the sole opinion of The Bank The Member does not meet the standards of good financial standing and/or probity required by The Bank from time to time
13.1.7.2 The Member's account is in debit and The Bank reasonably believes that The Member has no intention of offering their products or services to Members or to reduce their debt
13.1.7.3 The Member is considered by The Bank to have provided a Poor Service as defined in clause 11.3 of this agreement
13.1.7.4 The Member fails to honour and accept purchases from another Member in Good Standing in accordance with the terms of this agreement
13.1.7.5 The Member does not agree to any amendment to the terms of this agreement
13.1.8 At the end of the 30 days notice period in the absence of remedial action satisfactory to The Bank The Bank may terminate The Member's membership under clause 13.1.1 of this agreement
13.2 The Member may terminate their membership voluntarily upon providing 30 days written notice to The Bank of their intention to do so. The 30 day period may be curtailed by The Member if they settle all outstanding indebtedness to The Bank with £ sterling. Alternatively The Member may purport to cancel this agreement verbally. In this situation if The Bank so decides The Bank may report the purported cancellation by email to The Member and stating whether the cancellation is accepted and if The Member fails to withdraw their cancellation within three (3) days from the date of the email The Bank is entitled to treat this agreement as at an end
13.3 If The Bank reasonably believes that The Member is spending out their credit line in anticipation of cancelling future participation in The Bank, or if The Member has requested termination, and/or has been terminated, then The Bank shall require pre-payment of cash service fees on the remaining trade balance held in The Members account
Consequences of Termination
13.4 Upon providing to The Bank notice under clause 13.2 of this agreement The Member may for the duration of the notice period use any credit balance in The Member's account (subject to the payment of all normal fees and charges in advance). The Bank may in its absolute discretion allow an extended period of notice. Upon expiry of the notice or extended notice period any credit balance will be transferred to the DRF
13.5 If The Member has a debit balance on their account upon service of notice by The Member under clause 13.2 or by The Bank under clause 13.1.7 and any of its subclauses The Member must balance the account with Satachi Pounds within the remainder of the notice period. After the notice period expires The Member must immediately pay The Bank any remaining negative balance in £ sterling. Upon expiry of the notice period The Bank will credit the account with funds from the DRF. This will not excuse The Member or former member from reimbursing The Bank with the amount due on the account immediately prior to the transfer from the DRF
13.6 If The Member has a credit balance on their account upon termination by The Bank under clause 13.1 and any of its sub-clauses The Bank is entitled to treat the credit as forfeit and to transfer the balance to the Debt Reserve Fund for the benefit of other Members and The Bank shall have no liability for compensation or to refund The Member or any third party in respect of the forfeited credit balance. And if The Member has a debit balance they must immediately pay The Bank any remaining negative balance in £ sterling.
13.7 The Member must immediately on termination of their account return The Bank's property including the Card and pay all outstanding fees and charges
13.8 No fees will be refunded
13.9 If The Member's membership is terminated by The Bank for a breach of this agreement, that Member shall pay to The Bank as a genuine pre-estimate of loss and not as a penalty £250 in cash within seven (7) days of the date of termination
14 MISCELLANEOUS
14.1 If any part or provision of this agreement should be judged or found to be void or unenforceable, it shall not affect the validity and enforceability of all other parts and provisions of this agreement and shall be severable from every other part and provision of this agreement, to the intent that this agreement shall continue in force and effect to the fullest extent possible after severance of the part of the provision which is void or unenforceable
14.2 Failure to exercise or delay by The Bank in exercising any right under this agreement shall not operate as a waiver of that right
14.3 The Member undertakes that they will all times maintain strictly secret and confidential and will not directly or by its servants agents or employees disclose or divulge to any third party any Confidential Information belonging to The Bank where Confidential Information includes all copyrights, trade marks, rights in undisclosed or confidential information and other similar intellectual property rights (whether registered or not)
14.4 Each partner of Members consisting of trading partnerships shall have joint and several liability in respect of all the obligations in this agreement
14.5 In the event of breach of this agreement by The Member, The Member agrees to pay all legal cost on an indemnity basis incurred by The Bank in connection with investigating the breach and pursuing unpaid charges and/or fees by court action or via alternative dispute resolution (including for the avoidance of doubt costs incurred in matters valued at less than the County Court small claims limit)
15 EXCLUSION OF LIABILITY
15.1 Subject as expressly provided in this agreement, and except where dealing with a consumer (within the meaning of Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. Where goods or services are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buying Member are not affected by this agreement. The Member acknowledges that when entering a Trade it is buying the goods or services in question from other members and not from The Bank
15.2 The Bank is not a guarantor of the CDF or the DRF and is not liable to Members or to any third party in respect of any amounts held to the credit of Members' accounts
