Terms and Conditions

Nature of the Parties
New England Trade, Inc., hereinafter referred to as "NET", is a trading company that also acts as a clearinghouse and third party record keeper of barter transactions among its clients, which are businesses that contract with NET to organize and facilitate barter of their goods and services with other clients. "Client" is a business that has contracted with NET to exchange its goods and/or services with other Clients and wishes to subscribe to NET's record keeping and barter services.

By signing NET's Client Application and Agreement, Client agrees to abide by these Trading Terms and Conditions.
Nature of Trade Dollars
A "trade" is a barter purchase or sale of goods and/or services whereby payment is made in trade dollars posted to Client's account pursuant to these Terms and Conditions. A trade dollar is an accounting unit used to record the value of trades. Ownership of trade dollars denotes the right to receive goods or services available within the NET trade network. Trade dollars may be used only in the manner and for the purpose set forth in these Terms and Conditions. They will not be considered legal tender, securities or commodities. They may not be redeemed for cash. NET disclaims responsibility for the negotiability of trade dollars or for the availability of goods or services from any source.
Liability for Trade Dollars
Client acknowledges that trade dollars in the barter system (positive balances) are the liabilities of persons who have spent more than their earnings (negative balances); that there is a creditor/debtor relationship between such persons, and that trade transactions incur the normal business risks associated with any credit transaction. As a general rule, trade dollars are the liabilities of Client who owe the barter system, and not of NET, which is solely liable for its own indebtedness. NET is authorized to establish a bad debt reserve fund by charging all accounts on a regular basis an amount in trade dollars to be paid into such fund. Any positive balances abandoned or surrendered by former members in accordance with the Rules may also be paid into the reserve fund.
Trade Dollar Loans
Client grants to NET the right and power to make trade dollar loans to any Client on terms and conditions consistent with a client's credit worthiness and ability to repay. The exercise of this power shall be at sole discretion of NET management with regard to principal, interest, terms and conditions, lending policy and other particulars. Clients 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. NET is under no obligation to extend credit at any time.
Brokerage Function
NET serves in a brokerage capacity in organizing and facilitating trades 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 rests upon the buyer. NET will use its best efforts to broker the trade dollars of Clients into goods and services, to accurately record trades, and to administer these Terms and Conditions in accordance with its terms. However, Clients acknowledge that the sole principals in any trades are the buying and selling Clients involved, that trades are entered into voluntarily, and the NET is not the guarantor of any trade or trade dollar Client has the obligation to determine the provision of any services possesses the competency and professionalism to adequately service the client.
Solicitation of New Businesses
NET shall use its best efforts to solicit new businesses having product or services to satisfy the needs of all Clients. NET is not responsible if a Client cannot find specific products or services to buy from the Clients.
Definition of Client in Good Standing
A Client who conducts trades in accordance with these Terms and Conditions, is current in any monies owing to NET, and has a valid un-expired Client account, is to be considered a "client in good standing." Only Clients in good standing are entitled to the services of NET.
Payment of Fees
Client agrees to pay seven and one half (7.5%) percent cash transaction fee based on the gross value of each purchase and seven and one half (7.5%) percent cash transaction fee based on the gross value of each sale. Client may qualify for a 1% discount for all purchases and a 1% discount on all sales for paying commissions on Auto-pay. On all non auto pay accounts there will be a monthly service fee of $15 trade & $15 cash.

NET may, at its option, require advance payment of Client transactions fees. All fees and charges, including initial retainer fees, transaction fees, maintenance fees, and other charges to Clients by NET are in payment for services rendered in processing Client into the exchange system, operating the clearinghouse and brokerage functions, administering these Terms and Conditions, maintaining records and facilitating Client's use of the exchange system. Client agrees to pay the NET the full amount of such fees within fifteen (15) days of issuance of the monthly invoice; otherwise NET shall charge Client a finance charge on the outstanding balance at the rate of 1.5% per month on the unpaid balance, compounded monthly (eighteen percent (18%) per annul) or a $7.50 cash monthly late charge, whichever is greater. In the event that Client is in arrears for any cash fees beyond thirty (30) days, NET shall suspend Client's right to usage of any positive trade credit balance in Client's account, and Client grants to NET the right to hold any such balance so long as any cash fees remain outstanding for more than thirty (30) days.

Any account continuing in a delinquent status for three (3) consecutive months may be closed without further notice by NET. Trade dollars in the account will be forfeited and placed by NET in its general operating accounts unless outstanding fees are paid. At any time within six (6) months of the date the account is closed, the account holder may reestablish the account and reclaim the trade dollars by:

Paying outstanding cash fees including 1.5% per month cash finance charge on the outstanding balance, and Paying NET's annual membership fee of $90 cash and $90 trade dollars. In the event of insufficient trade dollars to pay past due fees, the amount will be due in cash. Payment in cash of all other sums due NET hereunder.

Any Trade Dollar account with a negative balance (purchases exceed sales) shall be assessed a 1% per month carrying charge. The carrying charged will be assessed in trade dollars monthly and will be added to the statement of the account.
Brokerage Function & Commissions
On all referrals that NET provides that results in a transaction, member shall be subject to normal commissions based on the full value of the transaction. Including but not limited to transactions that are paid for by cash, cash/ trade blend, credit card, check, direct trade, or through another barter company.
Returned Checks
All checks returned unpaid to NET because of non-sufficient funds or stopped payment will be subject to a $20.00 cash handling fee.
Trade Procedure
Buyer must have a valid, current identification card in order to make a purchase. Client is solely responsible for all charges made on card(s) issued to Client's account. NET is not responsible for use of cards by unauthorized persons. Cards will be issued only by written authorization from the Client who signed the original contract or other authorized corporate officer.

Selling Client shall furnish all materials and labor at Client's normal prevailing prices.
Trade Authorization
1. Seller's duties:
  To receive credit for transactions, seller must:
  Obtain an authorization number from the NET office on each transaction before releasing merchandise or performing a service. The buyer's account will be debited for the amount of the purchase at that time. NET is not responsible to honor authorizations granted due to any misrepresentation made by buyer or seller. NET reserves the right to refuse to issue an authorization number approving a transaction under any of the following conditions:
2. Buyer's duties:
  1. The buyer's account will be debited for the amount of the purchase at the time a telephone authorization number is received from the NET office.
  2. Buyer shall have twenty-one (21) days after the transaction appears on buyer's next NET statement to reject the trade only under the following conditions:
3. In the event of a rejection, the buyer shall notify both NET and the seller within twenty-one (21) days of the statement upon which the transaction is recorded. Upon receipt of said rejection, NET will transfer the funds to a pending account. The Buyer will be debited for the trade and the trade will be transferred to the pending account. The Seller will not be credited for the transaction. NET shall hold the funds in pending subject to arbitration or resolution by the parties.
4. Neither party will be responsible to pay the brokerage commission as long as funds are held as pending by NET.
Record keeping and Errors
Client's monthly statement will be considered accurate as printed unless the NET accounting department is notified of any discrepancies within twenty-one (21) days of issuance of statement. Audit of Client's account is subject to a twenty-five (25) trade dollar charge per hour, one (1) hour minimum unless NET has been found in error. All copies of statements requested within forty-five (45) days of their issue will be sent free of charge. Any request after forty- five (45) days of issuance will be subject to a ten (10) trade dollar charge per copy.
Laws and Regulations
Clients shall abide by applicable federal, state or local laws, or regulation appropriate to any trade, and NET shall not be responsible for any failure on the part of Client to comply. Client agrees to hold NET harmless for any action NET takes to comply with applicable laws or regulations pertaining to Client's business or participation in the NET network.
Taxes
Seller shall charge the appropriate sales, excise, and other taxes and collect and record these on the NET invoice at the time of sale. Under no circumstances will NET be responsible to pay any sales, excise, use or other tax on behalf of any Client. Client acknowledges that transactions involving trade dollars are generally treated as taxable events for federal, state, and local tax purposes. The declaration and reporting of all applicable local, state and federal taxes resulting from trade transactions rests solely with the Client. NET is required by federal law to obtain the correct taxpayer identification number of Client (who is required by law to provide such number) and to report all trade sales of Client to IRS on Form 1099-B. Failure to provide the correct taxpayer identification number may result in the imposition of backup withholding of twenty (20) percent of the gross proceeds of each sale transaction, under federal law. Client agrees to hold NET harmless for any actions NET takes to comply with federal tax laws.
Assignment of Account
A Client's account is not assignable or transferable by Client without NET's express prior written consent. Trade dollars may not be advertised for sale without NET's express prior written consent. In the event of bankruptcy or insolvency of a client where assets of the Company will be sold, NET has the first right of refusal to bid on trade dollars to be liquidated.
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 immediate suspension or termination of Clients involved.
Standby
Clients can request that their account be placed on "stand by" under the following conditions:
1. Client's account must have a positive balance
2. Client must give notice to the NET Trade Department
An account which has been placed on "stand by" status has the right to spend accumulated trade dollars, but shall receive no additional business. "Standby" status (whether requested by Client or imposed by NET) cancels contractual commitments by NET regarding exclusive territories or other applicable agreements.
Suspension of Trading Privileges
NET reserves the right, at its sole discretion, to suspend the trading privileges of any Client who:
1. Engages in unfair business practices against NET or any other Client;
2. Is in breach of this agreement or other terms of the Trading Rules and Regulations; or
3. Has outstanding cash fees due NET which are more than thirty (30) days past due. Client shall be given notice of such suspension. The trading privileges of the Client shall be reinstated immediately upon payment of such past due fees.
Termination
Either party may terminate this Agreement upon twenty-one (21) days written notice to the other party.

If client has a negative trade balance (purchases exceed sales), Client must balance the account with trade dollars within thirty (30) days of the termination date and, after the thirty (30) day period, immediately pay NET any remaining negative balance in cash; or
If client has a positive trade account balance (sales exceed purchases), Client may stay active and spend the balance until purchases equal sales by paying NET in advance the cash service fees on the positive balance. Until trade dollars are spent, monthly maintenance fees will be charged to Client's account.
NET identification cards must be returned immediately upon termination. In event of termination by either party, there shall be no refund of annual retainer or transaction fees.

Suspension/Termination for Cause
NET may, without prior notice to Client, suspend client's participation in the NET Trading Network or terminate this Agreement if it appears to NET that Client's financial circumstances, or Client's conduct in connection with this Agreement or in connection with client's business practices is such that there is a reasonable potential for harm being caused to either the business interests of NET, or that of its other clients, or to the general public. The following are specifically designated as grounds for immediate suspension/termination but shall not be construed as an exhaustive listing of any such grounds:
1. The filing of any proceedings or petition by Client under Federal or State law seeking protection from its creditors or any assignment made by Client, whether formal or informal, for the benefit of Creditors;
2. The appointment of a Receiver or Trustee with respect to Client's business affairs or the filing of any involuntary proceeding against Client by its creditors;
3. Client's failure to cure any breach of this Agreement within the applicable time period allowed;.
4. Client's loss or suspension of any license held by it which is necessary for Client's business operation;
5. NET's receipt of three or more complaints within an 18 month period which relate to Client's business practices;
6. Client's engaging in a direct trade exchange with any other client, or charging cash for a transaction contrary to this agreement;
7. Client's engaging in any unfair business practices towards NET, or another client, or the general public.
Amendment and Additions to Terms and Conditions
NET reserves the right to amend this Agreement and to add such additional terms and provisions as it deems beneficial to the conduct of its business and the trade network. Any such amendment or additions shall be forwarded to client by enclosing the same with the client's next NET statement and shall be effective after thirty (30) days of the date of the statement.
Fee Changes
NET reserves the right to change maintenance fees and transaction fees from time to time. Any such fee changes shall be forwarded to client by enclosing the same with the client's next NET statement and shall be effective after thirty (30) days of the date of the statement.
Disclaimer of Liability
NET makes no representation or warranty either express or implied and disclaims all liability as to the fitness, quality, delivery date, merchantability, prices or any term of the trade transaction or the competency of any service provider. Client does hereby indemnity and hold NET harmless with respect to any claim, debt, or liability whatsoever, arising out of any transaction wherein Client is a buyer or seller. Client acknowledges that any trade transaction in which it participates shall be on a voluntary basis.
Disputes
NET 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.
Identification Cards
NET identification cards issued to Clients shall remain the property of NET and must be returned upon demand.
Referrals
A referral fee of fifty (50) trade dollars will be given to each Client who introduces and refers a new NET Client which shall be payable upon the execution of a binding agreement between the referred client and NET.
Advertising
Unless otherwise stipulated between the parties to this Agreement, Client authorizes NET to notify and advertise to other Clients the availability of Client's products and services.
Tips and Gratuities
All tips, gratuities, and sales taxes shall be paid in cash at point of purchase by the buying Client.
Special Trade Procedures
The following procedures apply to transactions involving special orders, construction jobs, service work, or long term leases and other work-in-progress transactions. 1. Buyer should obtain a written estimate before authorizing work to begin. 2. Before starting, if appropriate, Seller should obtain a deposit or down-payment in trade dollars in the same non-refundable manner as a cash transaction. This is done with a NET invoice and authorization number. Seller should include in their contract that if the Buyer does not have sufficient trade dollars in their account when an authorization is requested, the difference must be paid in cash to the Seller. NET will only issue an authorization for the amount in the account.
Products Sold By NET
All Client merchandise accepted by NET is subject to return to the seller if it is:
1. damaged
2. defective
3. misrepresented.
On all products owned and sold by NET, the sole and exclusive warranty made by NET is that it has title to such products, free and clear from any lien or encumbrance. Other than set forth above, products are sold, "As is." With respect to any products or services purchased by Buyer from NET, Buyer recognizes that such items are produced and provided by Clients of NET, not by NET or its affiliates. NET 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 services, and Buyer shall look solely to the manufacturer of such merchandise for any warranty.
Commitments & Responsibilities
NET is only responsible for commitments and representations made in writing by a duly authorized officer. Brokers, agents or employees of NET have no right to bind NET to any obligations or representation whatsoever without such written authorization.
Large Unit Sales
Client may charge part cash on the single sales over $5,000. Clients may still purchase using 100% NET trade dollars.
Script and Gift Certificates
Refunds or exchanges of script or gift certificates will only be made within sixty (60) days of sale and NET will not exchange or refund expired script.
Time Limits for Spending Trade
All trade dollars must be spent within eighteen (18) months of the date they are acquired. This provision may be waived only with express written consent by an authorized officer of NET.
Disputes Between Clients
Client hereby agrees that all disputes between Client and any other NET client which in any way relate to participation in the NET Trading network shall be submitted in writing with supporting documentation to NET for resolution. NET shall have a period of 45 days to attempt to mediate a settlement of any such dispute, after which period Client is free to take whatever action it deems appropriate.
Waiver
NET, in its sole discretion, may from time to time waive any provision of this Agreement for any client. Any such waiver, to be effective, must be in writing and executed by an authorized officer of NET. It is understood that any such waiver shall be strictly limited to the specific terms of the written waiver document. Except as provided for by the foregoing, any failure of NET to insist upon strict compliance with any particular term or provision of this Agreement, or any delay or omission on the part of NET to enforce any term or provision of this Agreement, shall not constitute a waiver with respect to any such term or provision.
Prior Agreements
All prior agreements, if any, whether oral or written, between Client and NET or any predecessor of NET are hereby canceled and otherwise rendered null and void. It is expressly understood that this Agreement shall hereinafter constitute the exclusive agreement between Client and NET. By executing this Agreement, client and NET agree that there are no outstanding controversies, claims, or disputes which are pending between the parties.
Severability
In the event any term or provision of this Agreement is for any reason held to be unenforceable or invalid, the remaining terms and provisions shall continue to be valid, enforceable and binding upon the parties.
Actions to Enforce Agreement
Except for matters involving any sum due NET hereunder, all disputes between client and NET arising our of or in any manner relating to this Agreement shall be settled by arbitration in accordance with the Commercial Arbitration Rules of The American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. It is further agreed that any such arbitration shall be commenced and heard in the Boston Massachusetts office of the American Arbitration Association and that any proceedings to confirm or enforce the arbitration award shall be commenced in the Superior Court sitting in Cambridge, Middlesex County, Massachusetts.
NET's Costs and Expenses
In the event NET incurs any costs or expenses to collect any sum due NET from Client, then NET shall be reimbursed by client for any such costs or expenses, including reasonable attorneys' fees. In the event NET is the prevailing party in any other controversy or proceeding involving Client and this Agreement, then NET shall be entitled to the recovery of its costs, expenses and reasonable attorneys' fees in addition to such other remedies being sought therein.
Governing Law
This Agreement shall be construed under and governed by the laws of the Commonwealth of Massachusetts to the extent such laws are not pre-empted by applicable Federal law.

Updated April 1, 2007

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