Membership Terms and Conditions 240216
Membership Agreement for The Realm Exchange
The Realm Exchange Membership Terms, Conditions, and Agreement
This agreement is made and entered into on the date shown herein by and between The Realm Exchange — hereinafter referred to as either THE REALM EXCHANGE, “the Union,” or “the Exchange”— and the individual, corporation, partnership, or other entity (hereinafter referred to as the Member) who do mutually agree as follows.
1. About These Terms
1.1 Nature of Terms: The terms set out in this agreement specify:
(a) the basis upon which each Member is entitled to participate in THE REALM EXCHANGE;
(b) the rights and obligations of each party to the agreement, including the roles of, and limitations upon, THE REALM EXCHANGE administration.
1.2 Alteration of Terms: THE REALM EXCHANGE may alter any of these terms (including the fees and charges payable) by giving notice to each Member. Any alteration will be effective from the date specified by THE REALM EXCHANGE, which date must not be earlier than 30 days from the date on which notice of the alteration is given.
1.3 No partnership: Nothing in these Terms creates any partnership, agency, or joint venture relationship between THE REALM EXCHANGE and any Member or between any two or more Members.
1.4 Definitions: Some words that are used in these Terms are defined in section 24. 2.
THE REALM EXCHANGE’s Role
2.1 The essential purpose of THE REALM EXCHANGE is to facilitate trade among its members on a noncash basis. Except as stated in section 2.3, THE REALM EXCHANGE’s role is that of a third-party record keeper and clearing agent. The parties to any Transaction made through the Exchange are entirely responsible for its fulfilment and the quality or acceptability of the goods or services involved. THE REALM EXCHANGE has no liability to either party in relation to the quality of the goods or services, timely delivery, prices, warranties, or commitments made by either party to the Transaction. Members are expected to exercise the same discretion that they would in undertaking a cash transaction.
2.2 Any disputes in relation to a Transaction are to be resolved between the parties to that Transaction. THE REALM EXCHANGE has no responsibility in relation to any such dispute, but it will provide for appropriate adjustments to be made to Members’ accounts where a request is made in accordance with the Operating Procedures.
2.3 THE REALM EXCHANGE may also transact business through the Exchange as a principal for its own account; however, to avoid any conflict of interest between the Exchange and its members, such transactions will be strictly limited as follows:
a)Annual service fee revenues from Prime Individual Members which will be charged at the rate of £29.50 per year subject to change with a minimum of 30 days notice.
b)Annual service fee revenues from Business Standard and other Organisation Standard Members which will be charged at the rate of £49.50 per year subject to change with a minimum of 30 days notice.
c)Annual service fee revenues from Business Prime and other Organisation Prime Members which will be charged at the rate of £99.50 per year subject to change with a minimum of 30 days notice.
d)The disbursement of payments to any Members for the purchase of services, labour and goods necessary for system operations.
3. THE REALM EXCHANGE Clearing Accounts
3.1 THE REALM EXCHANGE will maintain a clearing account for each Member. The internal currency used in the Exchange is denominated in units called REALMs. Credits and debits to clearing accounts are made in terms of REALMs, which are not legal tender but carry value as a claim on gold held in reserve by THE REALM EXCHANGE and to enable Members to make purchases from other Members on a noncash basis in accordance with these Terms. Each REALM shall be valued at par with 0.001gm Gold.
3.2 In no circumstances is THE REALM EXCHANGE, or any other person, obliged under these terms to redeem REALMs for cash. However, anyone wishing to exchange REALMs for cash may do so at the currently published rate of exchange if there is sufficient stored value of Gold held in the Realm Exchange Vault.
3.3 THE REALM EXCHANGE will credit to a Member’s REALM account:
(a) the number of REALMs received from each sale or supply made by that Member through the Exchange in accordance with these Terms; and
(b) any other amounts as may be provided for in these Terms or agreed between the Member and THE REALM EXCHANGE.
3.4 THE REALM EXCHANGE will debit from a Member’s REALM account:
(a) the number of REALMs paid for each purchase made by that Member through the Exchange in accordance with these Terms.
(b) any other amounts as may be provided for in these Terms or agreed between the Member and THE REALM EXCHANGE.
4. Authorization Of Transactions
4.1 THE REALM EXCHANGE will credit a selling or supplying Member’s REALM account only where the Transaction is authorized by THE REALM EXCHANGE. Any request by a Member for authorization of a Transaction must be made in accordance with the Operating Procedures.
4.2 THE REALM EXCHANGE will not authorize a Transaction if:
(a) at the time of the Transaction either party’s right to engage in Transactions has been suspended, in accordance with section 14;
(b) the Transaction would result in the purchasing Member’s account becoming overdrawn and there is no facility for credit for that Member.
4.3 While THE REALM EXCHANGE will use all reasonable endeavours to ensure that its approval system is functioning properly at all times, it is unable to guarantee uninterrupted operation. THE REALM EXCHANGE excludes all liability to Members arising out of: (a) any Transaction being improperly declined or improperly approved by THE REALM EXCHANGE; or (b) any failure of THE REALM EXCHANGE to provide a prompt response to any request for authorization of a Transaction.
Commitments By THE REALM EXCHANGE
5.1 THE REALM EXCHANGE agrees to use its best efforts to:
(a) Encourage a wide range of individuals, businesses and social organisations to become Members of the Exchange;
(b) Recruit the companies or individuals that typically supply goods or services to existing Members;
(c) Operate the Exchange in accordance with sound and ethical industry practice;
(d) Respond to queries from Members in a timely manner;
(e) Authorize (or decline, where appropriate) transactions between Members on a real-time basis;
(f) Maintain an accurate and up-to-date database of Members that can be accessed by Members 24 hours a day and seven days a week. Every attempt will be made to provide continuous online access to this database via the Internet.
5.2 THE REALM EXCHANGE agrees to act in good faith toward each Member, and avoid, as much as possible, any actions that would conflict with the interests of its members.
6. Obligations Of Members
6.1 Terms of Sale.
Members of the Exchange shall offer their goods and services for sale to other Members at their prevailing and customary cash prices and accept REALMs the same as cash without any price discrimination.
6.2 Blended Trades.
Blended trades shall be allowed on any transaction on agreement of both parties to the transaction: Other forms of currency or commodity may be offered in full or part payment but only the Realm transaction shall be entered within the system.
6.3 Code of Conduct.
Each Member agrees
(a) to act in good faith towards THE REALM EXCHANGE and other Members;
(b) to do nothing that is likely to diminish the good name or goodwill of THE REALM EXCHANGE or the Exchange;
(c) to comply with all relevant laws when engaging in Transactions;
(d) to comply with all relevant tax obligations;
(e) to not use the name or any trademark of THE REALM EXCHANGE, except in a manner approved by THE REALM EXCHANGE.
6.4 Taxable Transactions.
It is the obligation of each Member to pay any sales or value added taxes that may be due on sales made to other Members. THE REALM EXCHANGE is not responsible for any tax liability incurred by any of its Members.
7.1 All liability of any kind of THE REALM EXCHANGE to any Member with respect to the services provided by it (whether arising under the Consumer protection laws, or any other enactment, or otherwise) is excluded to the fullest extent permitted by law.
8. Entire Agreement
8.1 These Terms contain all of the terms relating to each Member’s participation in the Exchange.
9.1 No exercise or failure to exercise or delay in exercising any right or remedy by THE REALM EXCHANGE will constitute a waiver by THE REALM EXCHANGE of that or any other right or remedy available to it.
10 .Confidentiality And Publicity
10.1 Terms and agreements: In the interests of transparency and the public interest, these Terms are to be considered public record and may be disclosed to any individual for any purpose.
10.2 Member’s transaction and account information: THE REALM EXCHANGE will, to the best of its ability, maintain the confidentiality of Member’s transactions and account information, except as follows:
(a) If required by law, THE REALM EXCHANGE will disclose such information to government investigators and/ or tax authorities.
(b) THE REALM EXCHANGE may publish its membership directory online or otherwise, including Members’ contact details.
(c) THE REALM EXCHANGE, in the course of recruiting Members’ suppliers, may divulge to said suppliers the identities of its Member customers.
12.1 THE REALM EXCHANGE may suspend a Member’s ability to engage in Transactions if THE REALM EXCHANGE reasonably believes that the Member has breached any of its obligations under these Terms.
12.2 Any suspension under section 14.1 will be lifted when THE REALM EXCHANGE is reasonably satisfied that no breach has occurred, or that any breach that did occur has been remedied.
13. Termination Of Membership
13.1 Termination on notice: A Member may cease to be a Member by giving five working days written notice to THE REALM EXCHANGE. THE REALM EXCHANGE may terminate a Member’s membership by giving five working days written notice to the Member.
13.2 Termination by THE REALM EXCHANGE on default: THE REALM EXCHANGE may terminate a Member’s membership with immediate effect by giving written notice to the Member:
(a) if the Member has committed any material breach of these Terms; or
(b) if the Member becomes insolvent, or a receiver or manager of any asset of the Member is appointed, or an order made or resolution passed for the liquidation of the Member’s business.
14. Termination Of The Exchange
14.1 If for any reason THE REALM EXCHANGE ceases to operate each Member that has a credit balance in its REALM account will receive from THE REALM EXCHANGE the monetary equivalent of that debit balance. Any payments not able to be made pursuant to this section will be held in trust by THE REALM EXCHANGE for a period of 12 months after which time any debtors of THE REALM EXCHANGE will be entitled to confiscate any Gold remaining..
14.2 Cessation of the Exchange’s operations does not release any Member from liability to make any payment due to THE REALM EXCHANGE at the time the Exchange’s operations cease.
15. Receipt and payments of Cash By THE REALM EXCHANGE
15.1 Where a Member pays cash to THE REALM EXCHANGE in respect of exchange of currencies THE REALM EXCHANGE will debit an equivalent number of REALMs from its own REALM account, so that the payment has a neutral effect on the Exchange.
15.2 The exchange rate used to covert from £’s to REALMs will be the amount given when purchasing gold for storage in the REALM EXCHANGE’s vault less any bank charges incurred for transferring the amount.
15.3 The exchange rate used to convert from REALMs to £’s will be the amount given when selling gold from storage in the REALM EXCHANGE’s vault less any bank charges incurred for transferring the amount.
16. Taxes On Services
16.1 Payments to be made by Members under this Agreement are exclusive of any taxes that may be levied, which must be paid by the person to whom the goods or services are provided in cash or in REALMS as agreed by the Members concerned.
17.1 No Member may assign its rights under these Terms. THE REALM EXCHANGE may by notice to the Members assign its rights under these Terms.
18. Partial Invalidity
18.1 If any provision of these Terms or its application to any party or circumstance is or becomes invalid or unenforceable to any extent, the remainder of these Terms and their application will not be affected and will remain enforceable to the greatest extent permitted by law.
19. Third Parties
19.1 Nothing in these Terms is intended to confer a financial benefit upon anyone other than THE REALM EXCHANGE and the Members.
20.1 Service of notices: Any notice given pursuant to these Terms will be deemed to be validly given if personally delivered, posted, faxed, or e-mailed to:
(a) in the case of a notice to THE REALM EXCHANGE, to the address set out below the signatures of this agreement or to such other address as THE REALM EXCHANGE may advise.
(b) in the case of a notice to a Member, the address or facsimile number that is listed in THE REALM EXCHANGE’s records as the address or facsimile number of that Member.
20.2 Time of service: Any notice given pursuant to this Agreement will be deemed to be validly given:
(a) in the case of delivery, when received;
(b) in the case of facsimile transmission, when sent provided that the sender has a facsimile confirmation receipt recording successful transmission;
(c) in the case of mailing, on the second working day following the date of mailing; provided that any notice personally delivered or sent by facsimile either after 5: 00 pm on a working day or on any day that is not a working day will be deemed to have been received on the next working day.
21.1 Definitions: In these Terms unless the context otherwise requires:
a) “Exchange” means the credit clearing union known as THE REALM EXCHANGE, which was established by and is operated by Banking on Carbon Ltd;
b) “Member” means a person, company, or organization that has applied to become a member of the exchange and whose application has been accepted by THE REALM EXCHANGE;
c) “Operating Procedures” means the procedures applicable from time to time relating to the operation of the Exchange, which are set out on THE REALM EXCHANGE Website;
d) “THE REALM EXCHANGE” means THE REALM EXCHANGE operated by Banking on Carbon Ltd.;
e) “Terms” means these Terms and Conditions of Membership of THE REALM EXCHANGE;
f) “Transaction” means the supply of goods and/ or services from one Member to another made through the Exchange in accordance with these Terms;
g) “working day” means a day (other than a Saturday, Sunday, or legal Holiday) on which chartered banks are normally open for business in the area in which THE REALM EXCHANGE has its headquarters;
h) “Blended Trade” means a transaction in which payment is rendered partly in REALMs and partly in cash or other commodity;
i) “Fee schedule” means the schedule of fees established by THE REALM EXCHANGE and charged to Members and others who receive its services.
21.2 General construction: In interpreting these Terms the following rules must be applied unless the context otherwise requires:
(a) Headings to sections are for reference only and are not an aid in interpretation.
(b) References to statutory provisions will be construed as references to those provisions as they may be amended or reenacted or as their application is modified by other provisions from time to time.
(c) References to sections are to sections of these Terms.
(d) References to cash are to the official currency in the place in which THE REALM EXCHANGE has its headquarters.
(e) Any date that is not a working day, upon or by which anything is due to be done by any party, will be deemed to be a reference to the next working day.
(f) Words importing the plural include the singular and vice versa and words importing gender import all genders.
(g) Any obligation not to do something will be deemed to include an obligation not to suffer, permit, or cause that thing to be done.
Membership Terms and Conditions (with modifications) with kind permission from:-
Greco, Jr., Thomas H. (2012-02-29). The End of Money and the Future of Civilization (Kindle Locations 4675-4676). Chelsea Green Publishing. Kindle Edition