These Rules establish one of the world’s first truly international trade exchange enabling trade amongst Traders on national and international platforms.

PARTIES

The PARTIES participating in the ETX INTERNATIONAL EXCHANGE TRUST (called herein “E Banc Trade”, “Empire Trade”, Empire Trade Exchange “E Planet Trade”, “the Trade Exchange” OR “the Exchange”)or Access Commercial are:-

ETX International Exchange Trust(called “the Exchange Company” ,houses the Traders’ transaction records Program and technologies,

Access Commercial Exchange Pty Ltd (called “the Manager” and National Agent) and Access Commercial Operations Pty Ltd As agent of the Exchange and its Delegates which manage the Trade Exchange as the National Agent in the Specified Region of Australia. The Exchange can appoint more than one National Agent at any one time as required and at the sole right of The Exchange

Trading members of the Trade Exchange who agree to be bound by these Rules and the Constitution of the Exchange Company and who trade with other trading members within the Trade Exchange nationally or internationally (called “Traders” or “Buyers” and “Sellers”)are members of the International Exchange Company. A Member (which includes any entity or authorized person in their own right or as representative of the entity),shall guarantee and accept the performance of the Trade Rules, and shall remain liable until all obligations have been fulfilled. Upon the membership approval with a issued account, the onus of proof is on the trader for all particulars in respect of the Membership.

A Trader Member is a business that trades goods and services for goods and services of another business. A Trader shall not be a consumer with no business and shall warrant throughout the term of the membership that they are business members. A Trader is not undertaking private, personal of domestic transaction activities. A Trader of this exchange holds a life time business trading program membership that can be reactivated at any time and is subject to the trading rules of the Exchange. This business to business program membership can not be assigned or transferred without written consent of the Exchange. A Trader Member includes the Account Holder and registered entity and all signatories of the Account. All persons directly involved or participated in the trading program is an account holder. This will include people that make any decisions in respect of the management or coordination of the account, all office holders and company officers, trustees and management of the Trader or any authorised persons to login account and to receive any data from the Exchange or National Agent is deemed to be the Account Holder for the purpose of these Exchange Trading Rules. A Trader that has login to their trading account accepts these terms and conditions and continues to be bound to the Exchange Trading rules until the account is closed by the Exchange.

INTENT OF PARTIES

2.1 These Rules are deemed to include the National Rules for each country which are drafted in the language of the country and will include the fees applicable to that country.

2.2 The Parties intend that these Rules shall constitute a contract initially between the Exchange Company and the Manager establishing the Trade Exchange and then as each Trader joins, shall constitute a contract between the Exchange Company, the Manager and each Trader and as between the Traders, and that their mutual promises and obligations shall constitute valid consideration at law.

2.3 The Parties intend that these Rules shall establish a trade exchange facilitating reciprocal trade amongst the Traders nationally and internationally and shall govern the management and operation of the Trade Exchange and membership agreements.

2.4 The Exchange Company and the Manager agree to be legally bound by these Rules upon signing the original application each Trader agrees to be legally bound by these Rules and shall continue to be bound by the Exchange as updated on the website. When a Trader logins into the members portal account and updates the online terms and conditions of the membership shall prevail and govern for the life of the membership until account is closed and shall be bound by the Exchange Trading Rules as updated until closure. The Exchange is only required to keep all membership application forms for a period of 3 years. A Trader or Account holder is a member, and bound by the rules of the Exchange upon logging into their members portal using the logins provided and upon payment of a monthly fee. The onus of proof of membership is on the Trader and or Account Holder. The Trader and Account holder and or Trustee, agree that they are jointly and severally liable for the account fees until the account is closed. All parties, including the Trader, Account Holder or Trustee, agree not to contract out, to avoid the obligations of the membership program including account closure and admin fees. In consideration of the Exchange or its agent charging NO selling fees on sale or credit transactions, the Trader and or Account Holder and or Trustee for The Estate shall permit a charge to be registered on the business and hold a continuous lien on any asset of the Trader should there be fees outstanding over 90 days from tax invoice.

2.5 Membership Agreement: In consideration of Traders signing an application for membership, and , or providing private membership details with the intent to create the membership, and any furtherance of the membership rules, such as, by not limiting, the payment of the membership fees or providing banking details for the payment of the fees, or transacting with another member is the unconditional acceptance of the terms and conditions, of the Trade Exchange and The Manager, until the membership is terminated in accordance with The Exchange rules. The Manager as the current national agent for the region is not obliged to provide a copy of the original membership agreement from of any previous national agent. The Manager is only required to provide a electronic copy of the historical account statement and a electronic copy of the Main Membership details provided by the Trader in the Application for membership to The Exchange to substantiate the Traders account and obligations to the Exchange Company.

2.6 The Change of the National Agent for a region does not cease or limit the Traders obligations to The Exchange. There is an automatic continuance of the membership from one national agent manager to the next without any authorization or consent of the Trader as per The Exchange rules. Any variation of the Exchange rules by the National agent shall terminate immediately upon the appointment of a new National agent and the existing Exchange rules shall prevail and be binding on the Trader. The Exchange has the sole right to change the National agent or appoint multiple National agents if required.

2.7 Value:The consideration from trade transactions would be valued as either the money value or the arms length value of that consideration. When valuing trade currency consideration arising from transactions the Exchange will accept a fair market value as adequately reflecting the money value or arms length value, as applicable. This Exchange will deem the fair market value of each of their credit units to equal one Australian dollar for the Australian Region or one unit for the currency of the applicable region. For example the Exchange will accept one trade English Pound as one English Pound. All values are to be accepted pursuant to the Exchange Trading Rules and price parity is the bench mark for sales.

2.8 The Trader / Account holder acknowledges and agrees that the National Agent promotes goods and services on behalf of members and not in own right and the National Agent does not warrant or guarantee any transaction of another member.

2.9 The Trader and or the Account Holder and or Trustee hereby accepts all terms and conditions of the Exchange rules and membership, in consideration of making a monthly payment of fees or by the acceptance of the Exchange rules via the update of the Traders details or the login in of the Members trading portal. Upon the acceptance of the Exchange rules the Exchange and or its agents are no longer required to produce a copy of the original application form (either in paper form or electronic), and the Trader and or Account Holder are personally liable for all fees for the duration of the Account membership until closed.

A Trader or Account holder has accepted The Manager of the Exchange and their open business to business trade account when they have login to the members trade portal account or have paid fees on their member trade account or have transacted on their account by buying or selling any goods or services.

2.10 The Trader and Account holder consent to continued communication by the Exchange , the manager and its agents until the account is closed.

2.11 A Trader agrees with the Exchange and it’s Manager and with any agent of the Exchange , that there will be no third party transactions and or contracting out of the Exchange to prevent or avoid the payment of transaction fees to the Exchange. Any Trader that is introduced or referred by the Exchange to another Trader of the Exchange and a transaction occurs then the buyer member will be required to pay the 5.5 percent cash transaction fees as per promotion or the sale data representation. If the vendor decides to vary the sales price without written confirmation of the Exchange, the Exchange reserves the right to charge the 5.5 percent of the transaction fees to both parties.

2.12 If the Traders are transacting with real estate and the contract is unconditional. The purchaser is required to pay 5.5 percent of the Trade dollar amount immediately regardless if the property settles or exchanges.

If the Trader acquires an asset or real estate through the exchange and uses a line of credit to acquire the asset then the Trader must repay the line of credit first when reselling the asset. A Trader that acquires the trade currency via a financial transaction is required to 5.5percent cash fees at the time of transfer.

2.13 All real estate estate shall be sold at price parity to market value. A member that contracts to purchase a property whilst pending settlement can ask the Exchange for the property price to be reviewed if there is third party evidence put forward to the Exchange that the property has been sold at a price that is not price parity.

The Vendor Trader that sells real estate or capital assets must sell at licensed valuation if there is a dispute with the buying member on price parity, if and only if, the buying Trader produces third party evidence that the same property is promoted for a lower price.

If there is a Price Review, and a new price is set by a licensed valuer, for real estate or capital assets over $50 000, The Vendor Trader can chose not to proceed with the contract settlement by providing 7 day notice to the exchange and the selling member is required to pay all transaction fees to the Exchange as if the settlement did take place and is required to reimburse the buyer member of any costs incurred within 7 days of notice to pay. In this particular case the buying Trader will provide substantiation of costs incurred by producing tax invoices of the costs and to send the substantiation of costs to the Selling Trader and the Exchange.

A Trader undertaking a real estate transaction and request the Exchange to provide a free account for the vendor or their nominee of the property settlement will be required to pay for the membership is the transaction does not proceed to settlement.

A Trader that under takes a real estate transaction with the intension to use the currency of the Exchange as part consideration and then choses to third party the transaction with another Trader or substitute the currency for another trade currency is liable for the transaction fees as if the transaction had settled. The purchaser will be required to pay the Exchange immediately upon demand 5.5% cash fees of the trade component and the vendor is required to pay the Exchange immediately upon demand 3% cash fees of the cash component to facilitate the transaction.

A vendor Trader of real estate transaction will need to demonstrate to the Exchange or manager or agent the value of the property for sale with a licensed valuation or suitable documentation as approved by the Exchange. A vendor Trader will continue to be liable for all fees of any purchasing trader introduced for facilitated any transaction if the real estate settles.

The Exchange will require payment 48 hours prior to settlement for all parties or by agreement via PEXA or another approved facility.

In consideration of the Vendor Trader receiving the trade dollars in a transaction a Vendor Trader or Vendor account holder must undertake financial responsibility that the purchaser pays the transaction fee of 5.5% cash of the trade dollars of the transaction plus any fees, if paid via a public trading platform such as PEXA or ASX another approved platform.

If the transaction has trade dollars in the trust account of the Exchange in favour of the Vendor, 5 days after settlement, then The Vendor agrees to pay the transaction fees of 5.5% of the trade dollars to enable the trade dollars to be transferred to the Vendors trade account. If the Purchaser of a real estate transaction has received a tax invoice for transaction fees and does not sign an irrevocable authority to pay at settlement or does not pay within 48 hours prior to settlement , then the Exchange or its manager or its agent is permitted to lodge a caveat on the property to secure the payment of transaction fees and other costs including legal fees.

A Trader purchasing real estate will need to demonstrate to the Exchange or manager or agents, within 7 days of notice, the ability to finance or proof of funds to enable the settlement to take place as per contract terms and conditions. The purchaser is required to pay fees on the deposits transferred to real estate trust account or security account of a pending real estate transaction. A purchaser of real estate is deemed not to have financial capacity to settle, unless demonstrated otherwise, if fees are not paid when trade funds are moved to the Exchange Real Estate Trust Account. The onus of proof is on the purchaser to demonstrate capacity to settle. The Exchange has sole discretion to permit the transaction to take place. A trader purchasing real estate and using a line of credit from the Exchange is required to demonstrate serviceability of both the cash and trade components to the Exchange satisfaction and pay on demand the 5.5% facility fee of the trade line of credit.

If a Trader or Account Holder is unable to demonstrate the ability to settle a property transaction to the Exchange sole satisfaction using the trade dollars or coin as the sole deposit, then the member agrees that the Exchange can transfer the property purchasing opportunity or issue a new transaction to another member by giving 7 days notice to the Trader or Account Holder and there will be no compensation.

A Purchasing Trader or Purchasing Account Holder that nominates a new entity for a real estate transaction agrees that all terms and conditions and obligations of these Exchange Trading Rules applies to the nominee entity if trade dollars are used as part or full consideration or if trade dollars are held in the Exchange trust account. The Purchasing Trader hereby permits the Exchange or its agents to register security over the property for any Exchange fees or for any interest free line of credit used to acquire the real estate.

If the Vendor Trader or Purchaser Trader do not pay the fees in the period specified in these Exchange Trading Rules, the Trader will be in default and the monthly stationery fees will reflect the default rate. The Exchange or its Agents are permitted to issue legal proceedings and all costs are to be paid by the defaulting Trader.

The Exchange or Agents will issue a Clause 2.13 Notice for payment on the Vendor after 5 days of settlement. The Trader Agrees to pay all fees immediately upon a demand notice and hereby authorized the Exchange or agent of the exchange to process any payment immediately upon issue of the 2.13 notice to pay.

For all Real Estate Transactions both the vendor and Purchasing Trader or Account Holder hereby authorizes the conveyancer or legal representative to inform and keep informing the Exchange of any material change or update in respect of the trade dollars fee payment or when the transaction is to be settled or has been settled to enable the trade dollars to be moved to the Vendors trade account from the Exchange Trust Account. All fees to be processed immediately upon the transfer of the trade dollars from the trust account .

The Exchange may grant a line of credit and or special agreement to enable a transaction to take place. The Trader shall in consideration grant to the Exchange a lien on the trade dollars and allow the Exchange and or its National Agent or approved agent to lodge a caveat and or a charge for the line of credit and or payment of transaction fees or general fees. The Exchange is permitted to reverse any transaction if fees are not paid within 7 days.

2.14 When the Exchange promotes and generate sales leads for the sale of goods and service and or assets, The Vendor Trader shall not accept another currency or convert the consideration of the transaction to another currency or try to contract the Exchanges buyer to another currency or alter the trade component of the promotion without written approval from the Exchange. The vendor Trader will be liable to the same transaction commission as if sold to the buying Trader as per the sales data and or promotion of the Exchange.

2.15 If A trader that has been granted an interest free line of credit and is required to repay the line of credit with sales of goods and services within a 2 year period or a repayment period as agreed with the Exchange in writing. The onus of proof of the repayment period will be on the borrowing member at all times.

2.16 At the expiry of the term or at closure of account, if the borrowing Trader and account holder is not able to repay the line of credit within 30 days notice then the line of credit is owed to the Exchange in cash. The Trader and or Account Holder or Trustee of the Account Holder must notify the Exchange in writing of any change of ownership or structure and pay any outstanding fees to the Exchange prior to any change of ownership of the Trader. The Account Holder or Trustee, irrevocably agree that the Exchange holds an interest in any asset of the Trader until all fees are paid in full and any change of ownership will continue for the Exchange to hold an interest in any asset until the account is paid in full.

2.17 A Trader or Account Holder that changes an agreed trade component for a property transaction for, cash or another currency is liable for the same cash fees as if the transaction proceeded and agrees to immediately pay the fees as per invoice.

2.18 If a Trader or Account holder nominates another entity to settle a property purchase with trade dollars in the trust account of the Exchange or Estate Agent of the Exchange for the pending settlement, the Trader and Account holder agree that in consideration of the trade dollars being used for the settlement the new entity is liable for all fees joining in the property transaction and is subject to all terms and conditions of these Exchange Trading Rules.

2.19 If a Trader or Account holder or Trustee use trade dollars as part payment for a property transaction , or requested trade dollars to be moved into the Exchange Trust Account, the fees are due and payable as demanded or at settlement (which ever the earlier).

2.20 A corporation Trader that enters into administration or receivership or liquidation and has a pending property transaction will automatically forfeit any deposit as per other provisions in these Exchange trade rules. All fees will also be due and payable immediately upon the official appointment.

2.21 A Trader or account holder that nominates another person or corporation or trustee will continue to be liable for all transaction fees and costs and agree for the Exchange or it’s agents to lodge a charge on the property transaction until the fees are paid in full.

2.22. A Trader or Account Holder that changes the consideration of a property transaction will continue to be liable for the same fees as originally represented to the Trader or Account Holder.

2.23 A trader or account holder is to provide all authorities and documentation to the Exchange or its authorized agents as required and or as requested. The Exchange is permitted to lodge a charge and or caveat on any property of the Trader or Account holder pending settlement for any fees due and payable under the Exchange Trading Rules.

2.24 A Trader or Account Holder or Agent or Licensee or staff member shall not establish or have an interest of ownership or management in another trade Exchange in direct competition to this Exchange whilst being a member or account holder. A breach of clause 2.24 shall result in a fundamental breach of any agreement and termination of any account with the Exchange. A member is permitted to be a member of multiple Exchanges.

2.25 A Trader is permitted to keep open a prepaid account for a period of 2 years and then after the expiry of 2 years the account will be either closed if the member request in writing or continue to remain a trading account and subject to the Exchange Trading Rules for fees.

2.26 A Trader is required to pay all donation process fees of 5.5% at the time of the donation and any additional fees required by the registered charity.

MANAGERS ROLE

3.1 The Manager as National Agent is hereby appointed as the Manager of the Exchange on a continuing basis.

3.2 The Manager does not participate as a Trader or sell trade dollars or accept trade dollars as a consideration for and behalf of a member.

3.3 The manager may provide, or provide access to additional goods and services to members of the exchange (including but not limited to) essential goods and services offered by the Exchange or another party through membership of the Trade Clubs.

3.4 The manager may on behalf of another member provide or provide access to services and related goods at a nominated trade percentage to members of the exchange through independent companies.

3.5 The Manager is obligated to manage the efficiency, administration, development and profitable operation of the Exchange.

3.6 The Manager as National Agent, shall not hold out or represent to be the owner of the Exchange Company or Intellectual Property or Member base. The ownership of the Exchange program shall at all times be with the Exchange Company. All registrations of the Licensee or Manager in the pursuit of the operation of the business shall at all times be under the ownership of the Exchange Company.

3.7 If the Manager is placed or listed in Administration, Receivership or Liquidation, the Exchange Company will appoint a replacement Manager for the Region. All memberships remain with the Trade Exchange and not the Manager. All rights, benefits and obligations remain the same after a change of Manager / National Agent.

3.8 A Manager can restrict service to any suspended or delinquent account and hold a lien or caveat on any asset of the Trader until full payment of fees are paid.

3.9 A Manager or agent may invoice goods and services on behalf of a vendor member but all times all members agree that the Manager does not provide any warranty or guarantee to the transaction. The Vendor member will at all times be responsible for the representations of the goods and services.

3.10 The Trader and Account holder shall agree that The Manager or its agent shall have the ultimate decision to resolve member to member disputes including but not limited to the completion of documentation and or supply of product at the Managers and or Exchange discretion.

3.11 The Manager, as National Agent for a region, may vary the terms and conditions for a Trader for a period for a specific purpose that differ to the Exchange rules, and is subject to approval by the Exchange, but all variations, agreements with the National Agent shall come to an end, at the end of the term of the National Agent and The Exchange makes no warranty or guarantees in respect of the variations made by the National Agent. At all times the Trader and Account Holder is bound to the Exchange Rules regardless of any variations that the National Agent may have granted for a specific purpose. The Exchange will reverse or adjust any transaction where there is an error or misunderstanding of the Exchange Trading Rules and may ask the Trader to produce proof of the agreement with the former National Agent and proof of payment of fees. A failure by the Trader to substantiate to the Exchanges satisfaction, the transaction will be amended at the discretion of the Exchange.

3.12 The Manager or The Exchange or Agent is not permitted to accept trade dollars as payment of cash fees owing on the Traders account.

3.13 The Manager or The Exchange or Agent is not permitted to release Traders account CRM notes and or data, unless under a court order to produce.

MANAGERS DELEGATES

4.1 The Manager may appoint an Administrator and may delegate any of its powers and obligations set out herein to the Administrator.

4.2 The Administrator may be located in any country.

4.3 The Administrator may in turn delegate any of its powers and obligations to National Agents to manage the Exchange within a country in that countrys currency.

4.4 The National Agents may in turn delegate any of their powers and obligations to Regional Agents to manage the Exchange within a region in a country.

4.5 The Administrator, the National and Regional Agents are referred to in these rules as the Delegates. The term Manager in these rules includes the Delegates where applicable.

4.6 In these rules where an obligation is imposed on the Manager, this may be carried out by one of the Delegates, or agents subject to the agreements entered into between them.

4.7 The Delegates may participate as Traders.

4.8 The Manager may remove or replace an Administrator .

4.9 The Administrator may remove or replace National Agents and National Agents may remove or replace Regional Agents, subject to the agreements entered into between them. If a National Agent or Regional Agent abandoned its operation for more than 30 days the Administrator shall provide notice of immediate termination of agency agreement. The National Agent or regional agent shall seek no compensation for monies paid. The Exchange reserves all rights to claim and or offset any outstanding liabilities of the National Agent.

4.10 The Manager may use an approved Process Agent to process credit card and account direct debit payments of fees owing to the exchange in the region of the National Agent. In the regions of Australia and New Zealand the process Agent is Beatty Ave Pty Ltd or Access Commercial Operations Pty Ltd. The Account Holder or Trader authorizes The Exchange or its licensed Agents to process outstanding fees until the account is close in full. Should there be a liability arose by a member of a closed account, the authority continues until all fees are paid.

APPLICATION FOR MEMBERSHIP

5.1 In order to join the Trade Exchange, an applicant shall complete a Membership Application Form and tender the membership fee. The Regional Agents and National Agents shall decide in the first instance whether to accept the applicant as a Trader, but the Manager shall have the final decision to accept or reject an applicant.

5.2 By signing the Membership Application Form, the Trader acknowledges having read and understood these Rules and agrees to be bound by them and pay the invoiced fees as per T & C. A member or account holder that has updated their details in their members portal also confirm the terms and conditions of the Exchange rules including but not limited to the monthly fees and account closure fees , if any. A member will be bound the rules of the Exchange when the member login their members account or makes payment for a monthly account pursuant to a tax invoice.

5.3 A Trader shall continue as a member until the membership is terminated by the Exchange or the Trader resigns in accordance with paragraph 16 and only when all fees are paid in full. A closed account is only when the Exchange has provided to the Trader a finial statement and written notification of the account closure. A trader can not terminate an account until the National Agent has advised in writing that all fees have been paid. A Trader that has advised of a conversion will continue to be liable for all fees including debt collection until the account is closed with written confirmation by the Exchange or the National Agent for the region. No account will have fees frozen.

5.4 A Trader/Account Holder that has become a member of the Exchange and in consideration has paid fees for a period to the National Agent as a member and is in receipt of monthly invoices of the region, will continue to be a member of the Exchange and will continue to be liable for monthly account fees of the Exchange until the Trader/Account Holder closes the account in accordance with the Exchange Rules. The National Agent is only required to provide a detailed statement of the membership account to the Trader/Account Holder to substantial the existing membership.

5.5 The Account Holder is an officer of the corporate structure of the Trader or a Trustee to an Estate of the Trader or a Signatory to the account or a person that provides instructions to the Exchange or its National Agent for the trading of the account or deals and managers the account for the payment of fees on the Traders account. An account holder or company director or Trustee are personally responsible and liable for the payment of fees on the account until closed.

5.6 By accessing and confirming and updated the Trader account, the Trader ( and account holders) agree to be bound by all the terms and conditions of the Exchange Trading rules including the payment of all monthly, admin and debt collection fees ( if any).The online acceptance and updates of the Exchange Trading Rules over rides any application form. The Exchange relies on these online acceptances and updates of Exchange Trading Rules for any enforcement requirements. The Date of each account update and acceptances is automatically placed in the notes of account of the member in the CRM of the Exchange.

NATURE OF TRADE CREDITS

6.1 ETX Credits or A.C.E Coin are notional accounting units. They are known as Trade Credits or by the name of the currency of the country of operation, i.e. Australia: Trade Dollars. UK: Trade Pounds, Europe: Trade Euros, etc. They are not legal tender and can only be exchanged within the membership of the Exchange for real and personal property and services supplied by other Traders.

6.2 The Manager records the issue and repayment of Trade Credits in the Traders Trade Accounts with the Exchange. Trade Credits are not redeemable in cash, in part or in whole; nor can they be sold or exchanged in part or in whole for cash.

6.3 For the purposes of trading within the Exchange and for the purposes of the laws of each country of operation, one Trade Credit is equivalent to one whole unit of currency of the country of operation.

6.4 The ownership of the trade credit which includes all credits in the account being sales , transfers or conversions shall always remain with the Trader unless under a legal disability pursuant to law in the respective region or the Trader is in liquidation in which case the trade credits are forfeited to the Exchange. If a trader abandons their trade credit in their account, the trader and account holder will continue to be liable for all account fees including monthly and closure fees and the trade credit balance will remain the property of the trader. A Trader and or Account Holder can not close their account or convert or gift, or write off, until all fees are paid pursuant to the Exchange Rules. The Account will remain open and incurring fees until account closed by the Exchange. An Agent of the Trader as appointed by Law shall be bound by these Exchange Trading Rules as if being the Trader.

6.5 The trade dollar credit shall remain in the name of the Trader, Account Holder or Trustee even if the Account Holder or Trustee requested to forfeit or is deemed by the Exchange as abandoned and will continue to accrue fees until account is closed by The Exchange. All trade dollar credits shall be calculated for account closure fees.

6.6 An open trade account that has outstanding fees or debt shall remain as current debt until paid in accordance with the Exchange Trading Rules and will also include any account that is abandoned or non active. Any open account will continue to incur fees until closed in accordance with these Exchange Trading Rules. A Trader that has an open account shall have monthly invoices issued for the current debt and the Trader, director(s) and account holder(s) shall be liable for the current debt jointly until the account is paid in full.

6.7 A Licensee or Agent of the Exchange may be provided a non recourse loan or line of credit of trade dollars for a period of time. Should the Licensee or Agent be in breach of agreement or terminate the agreement prior to the expiry of the term for services to the Exchange or to another National agent, then the Licensee and or Agent will be required to repay the loan immediately upon demand. Should the amount be outstanding after 30 days from notice day then the trade amount is owed in cash.

6.8 A Trader or Account Holder may be provided a non recourse loan or line of credit for a period of time. Upon the expiry of the term the Exchange is permitted to debit any trade account of the Trader or Account holder to repay the non recourse loan.

6.9 At the end of the trade program, a trader or account holder or trustee will receive notice to settle all fees in accordance with the Exchange Trading Rules within 30 days.

TRADING : Business Services

7.1 Traders may agree to sell real or personal property or provide services to other Traders in exchange for Trade Credits, either through a business or privately.Traders will under take their best endeavors to spend down credits in their account to bring credit balance to zero including receipt of all promotion emails and regular portal logins of a minimum monthly access to ascertain updates of goods and services available throughout the Exchange network.

7.2 Traders shall be provided with $50000 of value of marketing and promotion for their own business over a 5 year period from the commencement of the membership being one full page promotion at a value of $10000 at no cost to be communicated electronically to the network of members and subject to availability at the time of the request. It is a condition of the advertisement being granted, the member is required to request the promotion by email. If the promotion is not requested the right to the promotion is forfeited. The Exchange provides no guarantees and no refunds.

7.3 A membership to this business to business network is not subject to any consumer code. A membership is governed by the Exchange Trading Rules online once the trader or account holder logins to the account and updates and confirms the Exchange trading rules.

7.4 Traders of Real estate may sell and promote their own property or go through an licensed agent. The Exchange shall charge fees for the transaction as agreed. The amounts charged shall be due and payable upon unconditional contracts of sale. All deposits shall be held in the Real Estate Trust account to be disbursed as per the contract of sale.

7 The Exchange may lend trade dollars at nil interest to the Trader or Account Holder or nominee of the Trader subject to terms and conditions including the right to secure the trade facility at any time on the security property. That is any property that had trade dollars as part consideration via a trade facility will be secure by a caveat and or Mortgage. The term will be 12 months and shall be immediately paid at the end of term until extended in writing and a registered mortgage will be lodged on the security property.

7.5 If the Vendor Trader receives trade dollars as a forfeit deposit then the Vendor Trader shall pay the transaction fee to the Exchange of 5.5% of the trade dollar amount of the deposit.

7.6 The Vendor Trader of Real Estate shall market the properties at market parity value and where possible use a bank panel licensed valuation to promote the property price. Where the Vendor of real estate sell a property unconditionally via contract of sale and it is later found to be grossly over priced then the vendor Trader shall be liable for the transaction fee of 5.5% of the total trade in the offered transaction. Grossly over priced means for this clause, the net cash price (excluding the trade dollars amount) of the transaction is more than the market value.

7.7 The purchasing member in a property transaction can ask for a bank panel valuation if there is a dispute to the value of a property, and evidence is provided in a transaction. The Vendor member is required to sell properties at market parity value.

7.8 An Active Status Trader shall continue to obtain the benefits of the trade dollars for an ongoing basis. Should the Trader be classified as a Suspended Trader for a period greater than 6 months and there is no monthly fees paid on the account then the Trader is required to pay the account closure fees and the Trader is deemed to have abandoned the Trade Account.

7.9 A Trader placed into a legal disability such as administration , or receivership for a corporate trader or bankruptcy for an individual trader will automatically suspend the trading account and all credits are forfeited to the Exchange immediately. Any liability on the trading account will remain owing and payable for the Account Holder . All debt remains as current debt if the trader continues to incur monthly fees.

7.10 A Trader that is granted an interest free line of credit shall pay back the line of credit within the specified time frame or 2 years or as agreed with the Exchange . A non recourse facility will be for a period of 20 years or a greater period by agreement in writing by the Exchange. All non recourse facilities will be secured by a security deposit account and to be used to repay any account the Trader or Account holder has at the expiry of the facility. There are no account fees or transaction fees for the security account. The Trader or Account Holder authorizes the Exchange to automatically use the security account credit to repay any debit balance of a line of credit held at the expiry of the term. 7.11 REFUNDS: A merchant member is under the same obligations as legislation requirements in the area of the merchant to provide refunds on any new products. No refunds are permitted on second hand goods or perishable goods or goods that are not certified and accepted by the vendor merchant in writing for example Gems or jewelry or equipment. In all transactions the buyer must obtain from the vendor merchant in writing to approve unconditionally any refund or part refund and provide to the Exchange to enable the refund.

RECORDING OF TRANSACTIONS

The Manager shall :-

- establish in the books of the Exchange sections for each National Agency where Trade Accounts are recorded in the Traders names in their national currency

- establish a Trade Account in the books of the Exchange for each Trader in their national currency;

- faithfully and honestly record the issue and repayment of Trade Credits in each Traders Trade Account in the Exchange when required by these Rules to do so;

- communicate regularly with Traders as to the balance in their Trade Account and send monthly accounts for any cash fees owing;

- organise and manage the affairs of the Exchange so as to fairly protect the rights and enforce the obligations of Traders;

- market the Exchange to maximise trading opportunities for Traders and maximise the value of the Trade Credits;

- publish directories of Traders at the discretion of the Manager ;

- make all reasonable efforts to join new members;

- make all reasonable efforts to organise Licensed Real Estate Agents to assist Traders in buying or selling real property.

TRADERS OBLIGATIONS

9.1 The Trader and Account Holder agrees to comply with these Exchange Rules and the National Rules.

9.2 The Trader agrees to deal honestly and fairly with other Traders and the Exchange. The Trader shall deal directly with the Exchange of any matter that requires resolution or update and not with another member. The Trader shall not defame the Exchange to another member for personal gain or advantage.

9.3 The Trader agrees to charge the same prices as for cash sales for real or personal property or services paid for in whole or in part with Trade Credits. It shall be at the absolute discretion of the Trader as to what percentage of each sale is comprised of Trade Credits and what is cash or other consideration. A sale transfer shall include all types of credits including sales of goods and services, loans, inter account transfer, conversions and gifts and reward payments.

9.4 The Trader and Account Holder agrees to pay by the due date to the Manager the Fees set out in the National Rules as varied pursuant to these Rules or the National Rules or Tax Invoice issued and or by the Exchange Manager or Agents of the Manager and authorizes the processing of monthly fees via a direct debit after 14 days of end of month. The payment ,if undisputed with 14 days of issuance of accounts is the unconditional acceptance of the tax invoice.

9.5 The Trader agrees not to offer or advertise any Trade Credits for sale in consideration for payment in cash or other currencies.

9.6 The Trader agrees to comply with the Privacy Policy displayed on the Exchange’s web site.

9.7 The Trader agrees not to suspend trading within the Exchange without the written permission of the Manager when the Trader owes the Exchange Trade Credits or Fees

9.8 The Manager its Delegates and the Traders shall be responsible for keeping books and records of Trade Credit transactions to satisfy the requirements of all relevant legislation of the country of operation.

9.9 The Trader and or Account Holder agrees to be liable to the Exchange for transactions incurred and will personally guarantee the performance of the account until paid in full including all debt recovery costs. The Trader and or Account Holder agrees to a lien or charge over any asset or property at the discretion of the Manager until the debt to the Exchange is paid in full. The Account Holder is personally liable for the performance of the Account until closed in accordance with the Exchange rules. The Trader and or Account Holder shall permit the Exchange to charge any asset of the Trader or the Account Holder including any assets sold via change of business ownership. The Trader and or Account Holder that are subject to a legal disability such as an appointment of a Trustee or Official Manager, hereby authorizes the Trustee or Official manager to pay all fees in accordance to the Exchange rules until account is closed.

A Trader or Account holder shall not abandon their account ie no payment of fees for 12 months. The trader agrees with The manager or Exchange, that account closures of 5.5% of trade balance will be due and payable if The Manager or Exchange deems the account to be abandoned.

9.10 If The Trader is a Charity , The Trader will remain in Active Registered Charity status ARC and shall accept donations from members to a specified amount as advised by The Manager and not less than $50 000 per annum. The ARC shall pay no trading or monthly fees. The Charity agrees to be bound by the Exchange Trading Rules. Should the Account Holder of a ARC advise in writing to cease accepting minimum trade donations for the year as specified by the Manager and not less than $50 000 per annum, then the ARC status shall cease and the account be closed at normal 5.5 percent cost or the Charity can elect and advise in writing to remain a Charity Spend Down Account CSDA . A CSDA shall be treated as a standard corporate member and shall pay all fees equal to the Trader and be bound by the Exchange Trading Rules. The ARC must provide tax deductible receipts within 14 days of donation being made. An ARC will be required to provide 30 day notification to the Exchange by email of cancellation of acceptance of trade dollars from Exchange members. The ARC or CSDA shall compensate all Traders that have donated and have failed to provide the tax deductible receipt of any donation made within 60 days before the close of the financial year. The compensation shall be equal to the donation amount by the marginal tax rate and not less than 27.5%, in cash, within a 7 day notice by The Exchange , or the Agent of the Exchange. This compensation will be mitigated if the Trader can transfer the donation to another registered charity prior to the end of the financial year. A Charity is permitted to close the membership account with no account closure fees and forfeit any balance in the name of the Charity to enable the Charity to reactivate the account should the Charity chose to do so.

9.11 The Trader must provide 4 weeks notification for an account closure and be liable for the monthly membership fee unless the account is deactivated.

9.12 The Trader will continue to receive any Exchange correspondence, promotion and invoice at the discretion of The Manager, whilst The Trader is a registered member with an open account. A Trader and or Account holder can not cancel any correspondence whilst the membership account is open.

9.13 The Trader is required to update their personal particulars including changes to email address and telephone numbers within 7 days of a change. A Trader will continue to be liable for monthly invoices even if the email address of the member is not updated. For the duration of the account being open, the Trader will be liable for fees as per tax invoices issued. It is the obligation of the Trader and or the Account Holder to obtain a copy of the tax invoice issued. Membership fees will only cease upon account closure.

9.14 A Trader that is not on direct debit or paying monthly fees and has outstanding fees for that 60 days will be subject to a cash Stationery Admin fee of $5.50 per month. A Trader that requires additional service in of the opinion of the Exchange manager will also be charged a stationery fee of $5.50 per month. Traders that are in debt collection are charged a stationery fee of $25 per month.

9.15 The Trader agrees to make sales in the Exchange free of selling fees in consideration of guaranteeing the sales credits are spent and or brought to a zero balance upon the closure of the Traders Account.

9.16 If the Trader is a registered Charity or Not For Profit organization or Club, there is a requirement for all receipts for donations or sponsorship be issued by the recipient within 7 days of receiving the trade dollars to the donor and a copy of the receipt to be sent to HQ of the Exchange.

9.17 A Trader that has ceased trading or unable to trade is required to pay within 30 days of ceasing to trade, the account closure fees to bring the trade balance to zero ie 5.5% of the trade balance and any other fees outstanding. Until the account fees are paid the Member is not able to deal with the trade dollars in any way and fees will continue to be charged until account is closed.

9.18 The Trader and Account Holder agrees to be liable to the Exchange for all fees until the account is closed by the Exchange and written confirmation by the Exchange. Payments are made to the National Agent of the region. A change of National Agent does not change the liability of The Trader to the Exchange.

9.19 A Trader shall not abandon an open business membership Account until all fees are pay in accordance with Exchange Trading Rules. A Trader has abandoned their account when there is no activity on the account for 3 months or more and has not paid any fees during this period.

9.20 A Trader that has used the specific online data to login to their private account and have updated their data have accepted the terms and conditions of these exchange trading rules including the payment of all fees of the account until the account is closed by The Exchange.

9.21 An Account Holder in dispute with an another Account holder can apply from the debt reserve fund for the same credit subject to the Exchange agreement and within 28 days of the Exchange being aware of a dispute between 2 or more account holders. The account holder will be required to pay all admin fees within 28 days or forfeit the right to a future claim for the trade dollars.

A Trader can request the Exchange or its delegates to resolve a trade dispute if there is a dispute between two traders. The Exchange or The National Agent can pass resolution in respect of trade dollars or cash fees.

9.22 The Trader and Account Holder agree, that if there is a dispute with the National Agent, to be bound to the dispute resolution process and provide all details and particulars by email as per webpage of the national agent not less than 21 days before any legal proceedings. The Trader and Account holder agree to reimburse all fees and expenses incurred by the National Agent or The Exchange on demand. Any outstanding amounts payable will be treated as 90 day debt and proceedings can be issued immediately by The Exchange or its agents and any debt can be secured as a debt as per the Exchange Trading Rules.

A Trader or Account Holder shall permit the Exchange to lodge a caveat over a property or take security over an asset the Trader owns or Account holder owns in consideration of trade facility used by the Trader or Account Holder or nominee of the Trader in respect real estate transactions for amounts over $20000. All costs associated with the security of the facility shall be charged to the account of Trader and both the Trader and Account Holder shall be personally liable in cash dollars for the security charges incurred .

CONFIDENTIAL TRANSACTIONS

Details of each Traders Trade Account shall remain confidential as between the Manager its Delegates and the Trader, unless a Trader provides the Manager or Delegate with written waiver of this confidence.

TRADER TRANSACTIONS

11.1 The Manager shall issue Traders with membership logins to account portal. A Buyer completes an online transfer or cheque with the required information, and exchanges it for the property or services purchased from the Seller. Buyers must ensure they have enough funds in their Trade account to cover all purchases.

11.2 The Manager shall from time to time specify an amount below which authorisations shall not be required the Authorisation Minimum). Transactions under this amount are guaranteed by the Exchange and DO NOT require an authorisation from the Manager.

11.3 Multiple transactions between the same Seller and Buyer within a 48 hour period must be authorised if the sum of any two or more of them exceed the Authorisation Minimum.

11.4 Cheques or transfers for amounts above the Authorisation Minimum must be authorised by the Manager in order to ensure clearance. Only authorised cheques will be guaranteed by the Manager. Cheques must be mailed to the Manager with the authorisation number written in the space provided.

11.5 The Manager shall from time to time specify an amount above which Traders are required to obtain clearance in advance of trading (called the Intention to Trade amount or ITT).

11.6 When Traders intend to trade above the ITT amount they must complete the ITT form and lodge it with the Manager in advance where a single transaction exceeds the ITT amount or where the sum of any two or more transactions to be entered into over a 72 hour period between the same Traders will exceed the ITT amount.

11.7 The Seller shall submit the cheque or transfer with the authorisation details ( of any form of credit transfer) endorsed on it to the Manager within 7 days of the authorisation and the Manager shall record the transaction details in the Sellers and Buyers Trade Accounts. Upon the Buyer issuing cheque, fees of 5.5% are payable to the Exchange.

11.8 A Trader/Member/Account Holder/director of a corporate member, when using electronic payment systems shall be liable for all transactions incurred until paid in full. A Member /Trader/Account Holder shall guarantee payment of fees, charges, and reimbursements, for goods and services invoiced. The Member/Trader/Account Holder permits, authorizes and guarantees to the Manager (and or its authorized agent) and The Exchange the use of payment card or account information to be true and correct in all particulars to enable payment to be processed as invoiced. Once the Trader / Member/Account Holder has provided the payment details for a payment card ( debit card or credit card) or account debit details the member authorises on an ongoing basis the payments of all invoiced fees until the account is closed or by written agreement of the National Agent. A Trader / Member/ Account Holder shall not dispute a paid transaction: by card, direct debit or direct deposit until written email dispute is resolved with Manager of the Exchange. Only the Manager is permitted to reverse a payment transaction or by instructions of a court in the jurisdiction of the Exchange. The authority to debit by the Exchange or its authorised agent shall remain until the account is closed by the exchange and all fees have been paid in accordance with the Exchange rules.

11.9 In consideration of the National Agent or The Exchange providing marketing and promotion emails and or monthly invoices, The Trader Customer / Account Holder shall authorise the continued debiting of payment card or debit of an account as was provided by the Trader/ Account Holder until the account is closed in accordance with the Trading rules. An Account Holder shall authorise the debit of a card or a bank account for fees invoiced to finalize the request to close an account. This payment authority will continue until the customer closes the open account or instructs to cease to debit of the authorized card or authorized bank account that was provided by the customer. To cancel the customer is required to notify by email or in writing and shall take affect one month after providing notice to terminate authority as billings are monthly in arrears.

11.10 The Manager may make an offer to settle or vary the exchange rules and the offer shall automatically expire after 7 days should the offer not be agreed or transacted or concluded.

11.11 If Exchange and Trader agree to any refund in writing, the credit will be applied as a credit to the Traders account and held for pending future cash and trade fees owing to the limit of 5.5% of the Traders trade balance plus 12 months admin fees.

INTERNATIONAL TRANSACTIONS

12.1 Buyers may use their Trade Credits in one currency to negotiate the purchase of real and personal property and services from Sellers in the Sellers currency. This is an International Transaction.

12.2 In the books of each National Agency, the Manager shall establish an account styled Currency Account in the Administrators name.

12.3 The Buyer may obtain an International transfer from the Manager and present it to the Seller in the Sellers currency.

12.4 The Seller ( to be credited trade dollars from any form of transfer) shall obtain authorisation from the Manager in the usual way. The Exchange rate applicable at the instant of authorisation shall be applied.

12.5 The Manager will only issue International Cheques where the Trader has Trade Credits equivalent to the amount specified in the applicable National Rules and has a direct debit authority in place, or pays the transaction fees in advance.

12.6 Authorisations are not necessary for International transactions for less than the amount specified in the applicable National Rules and the Manager will guarantee their clearance, but at the Exchange Rate applicable at the time the Manager records the transaction.

12.7 The Manager shall use its best endeavours to encourage trade in order to balance the Currency Accounts between National Agencies.

12.8 International Trader Transactions apply the same as 11.8 above.

12.9 The Manager may not accept transfers of international currencies that are over 10 years old unless the Trader is able to substantiate genuine trading activity at arms length.

BAD DEBT RESERVE

A Bad Debt Reserve will be funded by the Traders contributing the amount specified in the applicable National Rules. The Fund shall be maintained by the Manager and utilized to fund bad debts in Trade Credits within the Exchange.

The Manager may charge a Trader additional stationery fee or monthly or fixed cash fees for debt collection of up to $250 per month.

The Bad Debt Reserve shall also be used for any claims made on the account by a joint owner or Account Holder. The Exchange shall indemnify the Account Holder that has paid account closure fees of equivalent trade dollars if the joint account holder makes any reasonable claim.

FEES

14.1 The Trader ( which also includes the Account holder or trustee of the account holder) agrees to pay the Manager the fees set out in the applicable National Rules in consideration for the Managers obligations set out in these rules.

The Trader will continue to receive monthly invoices until the account is closed. All outstanding fees are current debt owing to the Exchange.

14.2 A cash service fee (transaction fee) being the percentage as set out in the applicable National Rules of the Trade Credit component in each transaction is payable at the time of authorising or processing the transaction or as specified by the Manager in the National Rules of the country.

14.3 The Manager may impose a late payment fee if fees owing are overdue and charge debt recovery expenses incurred. The fee can include other charges and reimbursements as agreed and invoiced.

14.4 A stationery fee as specified in the applicable National Rules is payable by each Trader monthly in cash unless the Manager receives notification from the Trader that they will obtain statements of account and an updated Trade Membership Directory via online facilities. The Manager may impose a debt service fee to be included in the stationery fee of up to $250 per month for account over 3 months in arrears and will automatically added monthly for debt collection status accounts.

The Exchange or Manager or Agent of the Exchange, shall charge all fees to account of the member for all searches conducted in respect of account and debtor management.

14.5 An International Transaction fee as specified in the applicable National Rules is payable on the Trade Credit component of all International Transactions.

14.6 A membership fee as specified by the Manager for each National Agency is payable on joining. A member joining for a pending transaction may be offered a free membership on the condition that the transaction takes place. If the member choses to close account or not proceed with the transaction then the normal joining fee is payable of $495.

14.7 The Manager shall be entitled to add or increase any fee at its discretion in the interests of maintaining the viability of the Exchange.

14.8 The Manager may insist fees, including reimbursements or charges are paid by direct debit or credit card at time of charging account and Trader or Account Holder authorises The Manager to Debit. The Manager shall process refunds back to the membership account in lieu of future fees and or account closure fees. The Manager has the right to counter or offset any expense or fees owed by the member for any payment the manager may incur or owe to the member. The Manager has the sole ultimate right to decide on how a member is to pay the monthly and administration account fees.

14.9 SPEND DOWN ACCOUNTS: Members are permitted to prepay fees on account trade balance at 5.5% cash fees and incur no further admin fees for a period of 6 months. Expired Prepaid Spend down accounts are closed after 6 months and any credit balance is forfeited to the Exchange for no compensation or the member can reactivate account at the date of expiry of 6 months and continue to be an active member and be subject to standard monthly membership fees and purchase fees .

14.10 FEES PROCESSED: The national agent will process fees (by Agent Access Commercial Operations Pty Ltd A C N : 626 297 845) (or previous agent Beatty Avenue Pty Ltd) using encrypted financial data provided by the customer to ensure security and protection of customers private data. Traders that have provided any credit card or bank account data to be debited for fees owed as invoiced, hereby authorises and continued to authorize, the Exchange or Manager and or its authorized agents to debit the card or account for the amount owed to the Exchange as and when required to be debited in accordance with the Exchange Trading rules for monthly marketing and promotion subscription fees and trading / administration fees. The trader and or Account holder authorizes and continues to authorize for fees to be processed on an open account ( being any trade account that has fees) and when given notice to terminate trading account. The authority to debit will continue until the customer trader advises in writing to terminate authority by providing one months notice.

14.11 The Manager shall charge $350 prior to reactivate a corporate membership account or retrieve membership file from archives. The Manager shall charge a reactivate fee of expired spend down accounts of $350. The Manager shall charge a process fee of $495 for any false and or incorrect charge back fee for processing documents with bank. The Manager shall charge $1995 for archive file extraction prior to obtaining the members original file and or Application form for accounts over 3 years from joining. The Manager shall charge a membership of $495 for any free account closed within 24 months of joining.

14.12 A Property or Capital Goods Buying Trader will be liable to a transfer fee of 5.5% of the trade amount if a deposit is required to be transferred to the holding security account of the exchange for a pending transaction. The Trade dollars will not be transferred until fee is paid. Should the Property or capital Goods transaction not proceed the transfer fee will be refunded. Upon settlement the Trader shall pay the Exchange 5.5% of the trade component less any prepayment for the transaction. In respect of real estate transactions using trade dollars the Vendor shall pay the Exchange 3% of the cash component payable at settlement via Pexa or other payment system satisfactory to the Exchange in writing.

14.13 If The Traded is in a suspended status, at the discretion of The Manager, the monthly fees admin costs and debt recovery costs will be added on a yearly basis of $264 in addition to month stationery fees and admin fees. The Manager may also charge all reasonable costs for debt collection or legal or attendance costs. The Trader or account holder or trustee is personally liable for all fees until the account is closed and agrees with the Exchange and its agents that a financial charge can be registered on any asset of the trader or account holder or trustee after 3 months of the tax invoice.

The Trader has the option to pay via direct debit for credit card or bank account or as per tax invoice the option to pay monthly fees of $22 per month via direct credit into the account details provided on the tax invoice.

14.14 If a Trader / Account holder / trustee of an account holder restructures a business in whole or in part, to be incorporated or merged or sold into another structure, the new structure will be liable for the fees accumulated,and or, going forward fees. The existing member, or Executor or Account holder, or official manager, irrevocably authorized the new structure to pay the accumulated fees and newly incurred fees until account is closed. Trustees to estates will also be liable for fees on the account after any business or entity restructure. The Trustee is required to take into account the liability of the trader or account holder and pay outstanding fees to close the open account . A Corporate or incorporated Trader or entity that is deregistered by a government authority will automatically authorize the Exchange to change the name of the account to the Account holder and or the new entity that received any part of the entity or business or assets or function that was a member of the Exchange. The Account holder and any director of a corporate entity or Trustee shall be severally and jointing liable for the fees on the account until the account is closed. Any pending or disputed transactions of a company in receivership or liquidation may be reversed at the discretion of the Exchange Manager. The account holder authorizes the Exchange or Exchange Manager or its agents as permitted by law, to lodge a caveat on any property the account holder has or security charge on any asset of the account holder or new entity at the discretion of the Exchange until the debt is paid in full. The Exchange will hold of the account holder or trustee or beneficiary, a continuous lien on any asset until the account is paid in full. The Exchange and or its agents may make statutory demand on corporate members that have account closure fees added.

14.15 A Trader that request the National Agent to undertake marketing and promotion of an asset or real estate and the national agent obtains a buying member that agrees to purchase unconditionally ( namely has cash finance approval and trade approval to transact) and the Selling Trader decides not to proceed with the transaction, then the selling Trader is liable for the cash fees of 5.5% on the trade component of the transaction to the Exchange. The selling Trader will pay the cash fees within 7 days of invoice. The Trader authorizes a caveat to be lodged by the Exchange until the transaction is resolved to the satisfaction of the Exchange.

14.16 An Account Holder, or Executor of the Estate or Trustee or any former Trustee of the Estate or Any Director of a corporate member agrees to make provision for account closure fees to be paid in the Estate of the Trader for personal estates or corporate restructure liabilities and agrees to be personally liable for such liabilities of the account until closed by the Exchange. If a Trustee or Executor or financial interested party notifies the Exchange or National Agent of the deceased estate of an account holder or trader the Exchange will convert the account to a spend down account and account closure or spend down fees are added and are due and payable immediately.

14.17 Suspended and Expired Spend Down accounts and Dormant open Accounts will continue to incur monthly admin fees and stationery fees until account is made de-active / closed in accordance with exchange rules. Account holders are personally liable for the account closure fees of 5.5% of the trade balance and any other debt fees incurred. The Trader or Account holder permits the Exchange and or nominee or agents of the Exchange to secure outstanding debt over 90 days from issue of tax invoice by way of a caveat on property, or a charge over an asset in the name of the account holder until the debt is paid in full. All costs to recover debt shall be of the Account Holder and or Trader. The Exchange or The Manager or its Agents including Debt Collection Agencies are authorised to secure or charge any asset in the name of The Trader or Account Holder or any corporation or trust that the Account Holder or any director or former director of any corporate member, has an interest in. The Exchange manager is permitted to add monthly debt collection fees in addition to other fees of $250 per month based on recovery cost time incurred at the discretion of the Manager or agents.

14.18 A Trader shall not make a false claim on the National Agent or Manager. Any false claim will result admin fees added to the traders account. The Trader or Account holder agree to pay the additional incurred fees within 7 days.

14.19 A Trader or Account Holder that authorised a second or more accounts to be opened for a special purpose and did not pay the joining fee are required to pay a total of 24 months monthly fees prorate if closing within the 24 month period per account. This rule does not apply to members that had paid the initial joining fee in cash.

14.20 A Trader shall not misrepresent in writing the supply of product, service or documentation and then withdraw supply without the written permission of the Exchange and or Manager. The Trader and Account holder accepts the Exchange has the ultimate discretion to terminate the membership account and add the account closure fees and any other fees permitted in these Exchange rules including direct substantiated losses the other member in the transaction that has sustained loss or injury.

14.21 A Selling Trader or Account Holder or Trustee, that was introduced to another Trader by the Exchange, for a unconditional sale of any capital assets or properties and the seller is in default or has negotiated to transact in another currency to exclude the Exchange is liable for 5.5% referral fee of the gross selling price of the sale asset and or property, payable upon invoice. The Selling Trader shall authorize the Exchange to take security on any sale asset or property held by the Trader or Account Holder or Trustee until the total fees are paid. br>
14.22 Monthly fees debited consist of the online trading platform access. A Trader is debited cash fees, monthly in arears, for marketing and promotion services which constitutes access to the online trading platform. The Trader can sell and promote products and is listed in the data base of the network of merchants. Upon issue of invoice the service is rendered and the Trader is liable for payment. A Trader can dispute the monthly invoice within 14 days of issue. Upon the payment of the monthly marketing and promotion invoice the Customer Trader confirms of the acceptance of the tax invoice. A Trader can dispute any paid invoices directly first with the Trade Desk of the Exchange and if not satisfied after 60 days with a court in the State of Victoria. br>
The Trader or Account Holder will continue to provide authority to the Exchange or its agents to debit the nominated bank account or card facilities fees until account is closed or advised in writing to cancel the previous authority to pay fees as per tax invoice .

14.23 The Trader and or Account Holder agree to pay all fees associated for any default notice send to the trader including legal and out of pocket expenses for compliance or non payment of fees as per the Exchange Trading Rules.

14.24 The Trader and Account Holder, Trustee, professional or corporation as authorized by the Account holder and authorized Account Holder shall continue to be responsible for the open business to business account until the account is closed by the Exchange and all fees have been paid. An open account will continue to incur debt. If an account incurs debt the account debt is current. An open account can not be closed until all the account fees are paid in full including the account closure fees and any fees as nominated in the Exchange Trading Rules.

14.24 The Trader and or Account Holder or Trustee is not permitted to access the trading portal Account if there are fees outstanding of more than 2 months. If the account has been suspended then the full payment is required before access will be granted to the portal account holder.

TRADE FACILITIES

15.1 A Trade credit facility may be provided to members upon application as specified in the National Rules of each country of operation. An application fee as specified in the applicable National Rules of 5.5% will be charged by the Manager at the time of application plus any roller fees at the expiry of the facility or each 12 months, which ever the earliest. The Trader permits a caveat security for credit facility for real estate.

15.2 Trade credit facilities not repaid when due will be payable in the cash currency of the country of operation at the expiry of the facility term where applicable.

SUSPENSION & TERMINATION

16.1 A Trader may terminate their membership by giving written notice to the Manager of the Traders intention to terminate. The termination shall not be effective until all cash fees amounts owing to the Manager, namely monthly admin fees, transaction fees and account closure fees, including debt recovery, are paid and the balance in the traders Trade Account is cleared to nil, or in the event it is a Facility, the amount owing is paid back in the currency borrowed. Members that have approved direct debit arrangements with the Exchange shall be debited the amount as per tax invoice immediately upon notification by either the exchange or its agents or the Trader. The Trader and or Account Holder authorises the payment of the account closure fees from any payment arrangement held by the Exchange.

A Trader or Account Holder can close an account by purchasing goods and or services, donate to a charity, forfeit to the Exchange and shall remain at all times in trust for the Trader, or gift to a third party, or convert to any exchange or abandonment will be treated as a purchase or trigger event that crystalizes liability and 5.5% of the trade balance will be owing immediately upon notification.Each time the Trader made sales (which includes all trade dollar credits received), the fees of 5.5% were deferred until the Trader spends or closes the business trading account.

A Trader that has notified the Exchange to convert trade dollars to another exchange is required to pay cash fees of 5.5% of the trade balance and all monthly admin fees and debt collection fees. Any account that is suspected of conversion will be reported to the authority of the region unless payment of fees are made at the discretion of the Manager or its Agents. The Trader will continue to incur fees until the account is closed in accordance with the exchange rules and in particular until all fees on the account are paid.

16.2 The Manager may suspend or terminate a Traders membership if the Trader is in breach of these Rules, or falsified Traders information to Exchange or has failed to notify the Manager of changes to their circumstances and is not contactable, or the Trader becomes bankrupt, or An Executor of the Estate is appointed or a judgement is entered against the Trader and it remains unsatisfied for 30 days, or, if the Trader is a company, is placed in Administration, Receivership or Liquidation, or if the Manager is of the reasonable opinion that the Trader is acting unlawfully or to the detriment of other Traders or failed to supply in 90 days goods or service or documentation that had resulted in loss to another member or paid no administration fees in 90 days to the Exchange or has acted contrary to the exchange or members or has made a false claim on the Exchange or Manager. The Exchange shall add to the account of the Traders the account closure fees of 5.5% of the trade balance to be paid within 30 days and before deactivation. All corporate companies or incorporated entities with a credit trade balance shall be forfeited to the Exchange if placed in any form of administration or receivership or liquidation and the account holder shall be responsible for the account closure fees. Any Individuals under a legal disability or in bankruptcy shall forfeit all credit balances to the Exchange.

A Directors Notice of Demand will be sent to Account Holder(s) for non payment of fees after 90 days overdue and the Director may add further fees of up to $250 for the file reviews and other associated time spend to send the file to debt collection. 16.3 Upon suspending the traders account, the Manager shall forward to the trader a notice to remedy the circumstances complained of and give the Trader seven days to show cause or remedy the circumstances. If the Trader does not show cause or remedy the circumstances complained of to the complete satisfaction of the Manager, the Manager may in its absolute discretion forthwith terminate the Traders membership.

If the Trader has given notice to terminate the account then the account trade balance can be forfeited at any time to the Exchange or to the Account Holder provided the Account Holder pays the account closure fees. The Exchange can forfeit the trade at its sole discretion. The forfeiture of the trade dollars does not limit or reduce the liability of the Trader. Upon payment of the account fees the account will close.

A Trader or Account Holder that makes representation to a Trader to use another digital currency is immediately liable to the fees as if the transaction had taken place. These fees will be deducted if the transaction takes place. The offending Trader or Account Holder will also require to show cause to the Exchange , at sole discretion , why the Trader is to remain within the Exchange with 14 days of the Show Cause Notice. A Trader or Account Holder that fails to Show Cause to remain a member will be suspended immediately and charged the full fees as per the Exchange Trading Rules.

16.4 While suspended, a trader may earn trade credits, however the trader agrees that until the circumstances have been remedied and the trading account reinstated to active, they will refrain from spending trade credits and will continue to be liable for the monthly marketing & promotion /admin fee. The member will continue to be liable for monthly admin fees until reactivation. Members closing in credit will be liable for the purchase fees for total account if account is converted or forfeited as sole discretion of the manager.

16.5 Upon terminating (or request to terminate by member), the Traders membership, the Manager shall forward to the Trader a notice of pending termination. The trader will return any unused Trade cheques, and any membership card to the Manager and will forthwith refrain from any trading activity or representation as a Trader and shall pay the final invoice to close account.

16.6 Upon request for termination of membership for whatever reason or request trade dollars to be transferred to any account including in trust account, a Trader shall forthwith pay any cash Fees owing immediately via credit card payment or direct deposit to the Exchange or the Manager, and shall authorise the Manager or its agents to debit a card or an account to finalize the amount owing on the account , and repay any facility amount owing within 30 days, failing which the Trader shall repay same in cash currency of the country of operation forthwith upon demand cease to trade. The Manager is authorized by the member to secure the outstanding debt by way of either authorising the debit of account or card held by the Exchange and or the registration of a caveat on any property that the account holder owns or has an interest in the property, until account is closed and debt is settled.

A Trader or Account holder or authorized person of the member shall pay the account closure fees of 5.5% of trade dollar balance and any outstanding fees upon the request to close the account and credit trade balance is forfeited in the name of the trader. Any debit balance will be invoiced and paid in cash to the Exchange within 7 days or as agreed with the Exchange in writing.

16.7 Should a member go into administration, liquidation or is declared bankrupt or deceased any credit balance will be forfeited to the exchange at the discretion of the Exchange Manager and Manager of the exchange reserves the right to charge the members account cash fees of 5.5% of the closing trade balance. The Exchange will continue to hold a lien on any part of the business including any goodwill or any interest in any client base or any asset of the business until the account is closed.

Account closure: As members are not charged cash fees for sales, members closing in credit are liable for cash fees to close the account of 5.5% of the closing trade balance. The Account holder or Trustee or Administrator shall be liable for all fees and charges on the account including account closure fees and payable within 7 days of their appointment.

16.8 Should a Trader or Account Holder or Trustee change shareholding in a company or organization or association of more than 49.9% then the original entity ,account holder, trustee and the new entity holding the previous original business at the time of the change of ownership shall be liable jointly and severally for a purchase fee/ account closure fee of 5.5% cash of the trade balance. Should a Trader or account holder or Trustee sell the total or a portion of the business or vest in an estate or restructure in any entity of the any part of the business, the new entity will be liable for the total account cash closure fees of 5.5% of the trade balance and payable with in 7 days. It is Trader or Account Holder or Trustee obligation to inform the new entity of the liability of this business trading program and authorizes The Exchange or any of its agents to lodge caveat and or a charge over the new entity or entities until the fees of the business trading program are paid. The Exchange and or its agents reserves its right to any interest of the business Trader or estate until the fees are paid and shall to hold an interest in the new structure or entity or estate until the account closure fees are paid in full.

16.9 An Executor or Trustee or Governmental Agent for a Trader or account holder, shall be liable for the fees on the account of the member until the account is closed and all fees, debt recovery expenses, are paid.

16.10 Should a professional or third party hold out or represent that they have taken over the account of a Trader, then a transfer fee of 5.5% of the trade balance is payable immediately and shall guarantee the liability of the account .

16.11 A Trader that is an account holder of multiple accounts shall continue to be liable for all accounts joining and severally. A suspended account for non payment of fees will render all other accounts of the account holder as suspended. Any account that has been suspended for more than 6 months will be required to converted to a fully paid Spend Down Account. An open account will continue to incur fees and the debt will remain current whilst the account incurs additional monthly fees.

16.12 A Trader that has given notice to close the account will have the account suspended and account closure fees added of 5.5% of the trade balance to enable the spend down of the credit trade balance (over 12 months) in account.

16.13 A suspended account or a delinquent account (over 90 days overdue) may be charged a $250 per month cash stationery fee for debt collection services at the discretion of the Manager. The suspended account will continue to incur monthly fees and debt collection fees until account is closed.

16.14 A Trader that receives correspondences from the Exchange and has paid fees at any time in the duration of the membership to the Exchange will be deemed unconditional acceptance of the terms and conditions of the membership. The Trader is required to close the membership in accordance with the terms and conditions of the Exchange rules including the account closure fees.

16.15 A Trader that acts contrary to The Exchange or the Exchange rules or National Agent, or against another member shall have the membership terminated at the sole discretion of the Manager..

16.16 A Trader or Account holder that has lodged into their members portal and confirmed and or updated their details have accepted to be bound by the Exchange rules including but not limited to the payment of fees to the Exchange.

16.17 A Trader ( and personally guaranteed by the Account Holder or Trustee of the Account Holder) shall authorize the Exchange and or its agents to register a floating charge for any asset of the Trader or Account Holder, should the account closure fees not paid within 90 days from tax invoice debit. A charge will be lodged with the Personal Property Security Register ( PPSR) or equivalent in the country of operation. All costs are debited to the members account. This authority to charge assets will also apply for members that request a line of credit in Trade Dollars and shall be registered at the discretion of the Exchange and or its Agents. A Trader in debt collection pays a monthly stationery fee for additional debt collection

16.18 Debt Collection : The Exchange and or the Manager and or its Agents, are authorised to sell any members debt being a debt more than 90 days from issue of tax invoice and or disclose account debt particulars to debt collection agencies including defaulting the members credit file and securing the debt as per the Exchange rules. The Trader and or Account Holder agrees to pay all costs of debt collection including A$500 for files and data transfer to Debt Collector and all legal and registrations at cost.

16.19 Forfeited or Abandon trade accounts are subject to the account closure process and the Trader or Account Holder is subject to account closure fees of 5.5% of the trade balance immediately upon demand or upon Member / account holder requesting account closure. An account that is not paid with 90 days is subject to all additional fees as per the Exchange rules, including, admin fees, late fee, stationery fee and debt recovery cost. All legal and debt collect fees incurred are added to the Traders account after 90 days or as per exchange rules.

16.20 A Trader and or Account Holder that seeks to close account with a debit trade balance shall be debited the amount of the debit trade balance in cash payable after 30 days in arrears.

16.21 A Pending Closure Account, that is over 90 days over due and with written notice provided to Trader / Account holder to pay within 14 days of communication and is not paid, the Manager and or Its Agents may sell the debt to a Debt Collection agency to recover the outstanding current debt, and the Traders account shall be downgraded to a Suspend Status and will incur a annual fee of $498.00 plus any debt collection agency fees. A Pending Closure status is an open account and suspended status and will continue incur all monthly admin and debt collection fees until the open account is closed in accordance with the exchange rules and the debt shall remain current.

16.22 Any Corporate Trader will be issued a statutory demand by the Agent of the Exchange after a demand for debt outstanding fees was not paid by the Trader and or Account Holder. A Trader and or the Account holder (s) shall be liable for all legal and registration fees at cost. br>
16.23 A Trader or an Account Holder that is in Pending Account Closure Status for over 90 days after the Directors Notice of Demand shall incur additional monthly stationery fees of $250 per month for debt agency fees and administration fees until the account is closed. br>
16.24 The Account Holder (and any appointed trustee of the Account holder) agrees to guarantee the total period of the account any payment of account fees until the account is closed or converted to a fully paid spend down account. If there is a change of office holders of the Trader member , all Account Holders guarantee the payment of all fees until the account is closed.

INDEPENDENT CONTRACTORS

17.1 The Trader acknowledges and agrees that the Manager or its Delegates may contract with Membership Agents, Trade Brokers, Process Agents and Real Estate Agents etc., to provide services to the Trader. The Trader acknowledges and agrees that these persons act as Independent Contractors and not employees or agents of the Manager or Delegates.

17.2 The Trader acknowledges and agrees that the Exchange Company, the Manager, or the Delegates shall not be liable for any misrepresentation or negligent act of any of these agents or their servants or agents.

17.3 The Trader acknowledges and agrees that the Manager or its Delegates may invoice for the members behalf for goods and services of the member as a third party record keeper. The Manager provides no guarantee or warranty of the selling members goods or services to the buying member. A buying member agrees to investigate all transactions directly with the vendor member to determine if the transaction is to proceed. The Manager provides no refunds except with consent of the vendor member or at sole direction of the Manager.

17.4 An Agent or Licensee of the Exchange shall be bound by the Exchange Rules including the payment of fees and recovery of outstanding fees owing to the Exchange.

17.5 Refund Policy: a purchasing trader seeking a refund is required to obtain the refund policy of the vendor member . The Exchange does not provide refunds on behalf of vendor members.

NO GUARANTEES

18.1 The Trader acknowledges and agrees that the Exchange Company, the Manager as the National Agent, and the Delegates are not a party to and do not guarantee any transaction as between a Trader and any other Trader, and the Exchange, the Manager, and the Delegates make no warranty or representation in respect of any real or personal property or services sold by one Trader to another and will not be liable in damages to any Trader in respect of any goods or services purchased from another Trader. It will be a fundamental breach of the rules of the Exchange if any claim is made on the National Agent for guarantees and warrantees of a Trader.

18.2 The Trader acknowledges and agrees that the Manager shall use its best endeavours to join new Traders and retain existing Traders and create trading opportunities and procure new goods and services for sale by Traders to other Traders within The Exchange, but shall not be liable under any circumstances for a failure to join new Traders or retain existing Traders or create trading opportunities and procure new goods and services for sale by Traders to other Traders within The Exchange.

18.3 Any Agreement between a Trader and the National Agent that differ to these Exchange Rules, shall immediately come to an end at the appointment of a new National Agent without compensation to any party. A Change of National Agent shall be communicated by email to the network of members and a copy is placed in each members trading portal.

VARIATION

19.1 The National Agent Manager may vary these Rules at any time provided that the variation is in the interests of the better management and operation of the Exchange.

19.2 The Manager shall post the rules of the Exchange on the Empire Trade Exchange website or the Ebanc Trade Website. The information posted on this site will be considered to be the true and accurate representation of the Rules governing The Trade Exchange. All such variations will be binding on the Traders seven (7) days after posting on the site.

19.3 Should any court of competent jurisdiction find a clause or part of these Rules to be unlawful or ineffective at law, these Rules are to be construed and interpreted as if that clause or part had been severed from the remainder but the remainder is to continue in force and effect after such severance unless the Rules as then constituted are not efficacious in regulating the affairs of the parties as adjudged by the relevant court.

WIND DOWN

20.1 In the event that The Exchange is to be wound down for any reason whatsoever, the Manager shall allow a trading out period of six months during which all Traders agree to make all reasonable efforts to clear balances and spend Trade Credits by trading with one another (the Trading Out Period)and the Trader will still be subject to all Exchange fees specified in the Exchange Trading rules.

20.2 Traders agree to pay all cash Fees owing to the Manager by the end of the Trading Out Period including forfeit of trade dollars. Fees will include outstanding monthly cash fees and account closure fees of 5.5% of the trade balance and any outstanding admin fees and debt collection fees , if any. If a trader or account holder or trustee receive a tax invoice the account is open and debt is current.

20.3 Within seven days of the conclusion of the Trading Out Period, each Trader with a Trade Credit Facility shall pay to the Manager on behalf of the Exchange an amount in cash in the currency of the country of operation, being the same amount as the amount outstanding on the Trade Credit Facility.

20.4 The Manager shall take all reasonable steps to recover the cash thus owing on the Trade Credit Facilities and shall within a reasonable time distribute the cash proportionately to the Traders with the credit balances. The Manager shall be entitled to deduct a Wind Down Fee of 10 % of the cash amount to be paid to the Traders.

DISPUTES

21.1 The Exchange may also at its discretion offer the service of mediation or resolution of disputes between traders involving the use of trade credits. All proceedings including any member or The Manager( litigation or resolution are to be in the State of Victoria or as directed by the Exchange Manager or agent. A Trader or Account Holder shall pay all costs including debt collection, legal fees and court and judgement fees to the Exchange and or National Agent as directed and payable on demand at cost. 21.2.

A Trader or Member or Account Holder is required to detail and provide any documentation of the dispute to the Manager, 21 days prior to any external resolution or litigation process. The Account Holder or Trader must serve , 21 days before any external litigation, documents by certified registered mail to the postal address on the website of the National Agent , The Manager, and ALSO send a copy of the dispute via email to email address specified on the website of the National Agent. 21.3

The Manager has sole discretion to move any resolution or litigation to Victoria. The Trader and or Account holder agrees to move any commenced litigation to the state as directed by the Exchange and or its Agent.

21.4 The Trader or Account holder will continue to be liable for all fees during a dispute.

GENERAL

22.1 All parties shall comply with all applicable laws in the country or countries in which they trade. The laws of the country in which the Trader is resident or is trading shall apply to any dispute arising out of these Rules or any National Rules.

22.2 The parties agree that the laws of the country where the relevant contract was entered into shall apply.

22.3 In these Rules, written shall include communication by registered posted letter, or email or Intranet members portal communications system and the parties may communicate through any of those mediums. The Exchange has the sole right to choose the method of written confirmation.

22.4 The Exchange may at its discretion offer the service of promoting the sale of Traders goods and services on such terms as may be negotiated.

22.5 The Manager may designate conditions on particular accounts in the case of contract or 12 month spend down accounts. All Spend Down accounts after 12 months shall revert to standard membership including the payment of monthly fees.

22.6 MEMBER REFERRAL: If a member is referred to another member for a transaction and details of the transaction has been provided by The Exchange, and an agreement has been made between the two referral members, using trade dollars of the exchange, then at that point of time, a commission of 5.5% is payable to The Exchange by the buyer. Any variation of the original agreement requires The Exchange approval. Should the original agreement vary the trade component the commission will be at the higher amount or the amount of the original trade agreement. A member to member referral fee of 5.50% is payable by the selling member on the total transaction value where a transaction was structured to avoid the Exchange but introduced by the Exchange.

22.7 DOCUMENTATION REQUEST: Members must send a copy of any agreement or contract for transactions rd over $3000 in trade dollars to the exchange with 7 days of signing the agreement or contract and furnish any other information as requested by The Exchange in respect of the trade dollars. Members irrevocably authorize The Exchange and or its Agents to lodge a caveat on the property pursuant to the contract or agreement should the documentation not be provided within 7 days of a written request by The Manager.

22.8 TRUST ACCOUNT DEPOSITS: A trader that receives trade dollars from any transaction from a trust account is required to pay the standard transaction fees of 5.5%. This also includes forfeited and compensation trade dollars. Traders requesting trade dollars to be held in trust account for a pending transaction will be required to pay the standard cash transaction fee of 5.5% of the trade dollar transaction amount.

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