Governance of the Marketplace
The text to the right is aimed to give a plain English summary of our Governance. Please read the main text on the left, as the plain English summary on the right is just a summary for your convenience and is not the text of the legal agreement.
Governance Terms + Conditions, Dated 7-17-17
The Marketplace is operated and administered by Vermont Resilience Lab, LLC (VRL), a Vermont-owned business.
All participants in the Marketplace are required to agree and abide by these Terms and Conditions (also called the Member Agreement) set forth by VRL and any applicable Credit Agreement with VRL.
VRL is a company that acts as a clearing house and third party record keeper of the trade dollar transactions among its Members which are businesses that contract with VRL to organize and facilitate trade of their goods and services with other Members. Member (Business/Person agreeing to these terms) is a member of the Vermont Businesses for Social Responsibility (“VBSR”), Marketplace Affiliate/Partner Organization that has contracted with VRL to exchange its goods and or services with other Members, or an Independent Access account that has been approved by VRL and wishes to subscribe to VRL record keeping and trade exchange services.
By entering into this Agreement, Member is agreeing to abide by the trading and online trading system terms and conditions contained herein. Member also acknowledges that membership in VBSR or a Marketplace Affiliate Organization or an Independent Access Account is a continuing condition of this Agreement.
The Marketplace retains the right to decline membership for any business or person without a physical presence in the state of Vermont regardless of membership in any affiliated association.
|We are a third-party record keeper of transactions you do with other Vermont Businesses.
|2. Trade Dollars
A ‘trade’ is a purchase or sale of goods and or services whereby payment is made in trade dollars posted to Member’s account pursuant to the terms contained in this Agreement. A trade dollar is an accounting unit used to record the value of a trade – one trade dollar equals one dollar of the value of the trade.Ownership of trade dollar denotes the right to receive goods or services available within the VBSR Marketplace. Trade dollars may be used only in the manner and for the purpose set forth in this Agreement; trade dollars will not be considered legal tender, securities or commodities and may not be redeemed for cash at any time or upon leaving the online trading system.VRL disclaims responsibility for the negotiability of trade dollars or for the availability of goods and services from any source.
|You earn Trade Dollars for sales in the Marketplace. $1 = 1 Trade Dollar. Earning Trade Dollars is voluntary, they are not legal tender.|
|3. Accounts, Fees and Optional Benefits
The current list of available account types, fees, and eligibility is viewable at: http://vbsrmarket.com/accounttypes
Members may have the option to choose other services for an additional fee according to VRL’s pricing schedule.
VRL may offer the ability to pre-pay expenses in Trade Dollars to any Member on terms and conditions consistent with the Member’s credit worthiness and ability to repay. The exercise of this power is at the full discretion of VRL with regard to principal, interest, fees, terms and conditions, lending policy and other particulars.
Any Member wishing to apply for pre-pay expenses may be required to offer collateral prior to approval.
|You’ll need to choose an account type with a fee plan.
| 4. Brokerage Function
VRL serves in a brokerage capacity in organizing and facilitating trade among Members.
Responsibility for the conduct of a trade is exclusively that of the two Members participating in the trade.
The duty to inspect goods for quality and quantity and fitness for purpose, to evaluate the quality of services, or to obtain or act upon any warranty rests upon the buyer Member.
VRL will use its best efforts to broker the Member’s trade dollars into goods and services, to accurately record trades and to administer Member agreements and trading rules in accordance with their terms.
However, Member acknowledges that the sole principals in any trades are the buying and selling Members involved, that the trades are entered into voluntarily and that VRL is not the guarantor of any product, service, trade or trade dollar.
|Buyer Beware – as in cash transactions. We try our best to know our users and their goods and services but we can’t know everything.|
|5. Definition of Member in Good Standing
A Member, who conducts trades in accordance with these terms and conditions, is current in any monies owing to VRL and has a valid unexpired Member account, is considered, a “Member in good standing”. Only Members in good standing are entitled to the services of VRL. However, the status of a Member in good standing shall not constitute any representation by VRL regarding the reputability of any buyer or seller in any trade transaction and VRL shall have no liability for the conduct of any Member or the quality of goods or services traded.
Where a Member has by his or her conduct or misconduct displayed to VRL inability to meet the standards set in Member’s own industry relative to the quality of goods or services, or has been charged with the commission of a crime involving fraud or moral turpitude, or otherwise exhibits to VRL that Member’s reputation in the business community has been diminished, then for the protection of the remaining Members, VRL reserves the right to restrict the rights of said Member to sell or advertise Member’s goods or services for sale until such time as Member can exhibit to VRL that the standard expected in Member’s own industry can be met.
|Be Nice. Play Fair. Pay Your Fees.|
|6. Payment of Fees
In consideration of Member’s membership in the trading network, services rendered by VRL in processing Member into the exchange system, operating the clearing house and brokerage functions, maintaining records and facilitating Member’s use of the exchange system, Member agrees to pay certain fees to VRL. Member agrees to pay the price for any goods or services in any trading transaction plus applicable service fees or other fees as set forth in VRL’s Member Application. Fees may be based on the gross trade value of each transaction which is the value of the goods or services exchanged between buyer and seller based on Seller’s prevailing prices, not including gratuities or applicable taxes.
VRL will, as normal practice, collect all service fees at the time of the transaction. If, however, VRL chooses not to collect service fees at the time of the transaction, Member agrees to pay VRL the full amount of such fees within thirty (30) days of issuance of an invoice by VRL. Fees unpaid within thirty (30) days of the date of the VRL invoice shall incur interest at the rate of one and one half percent (1.5%) per month on the unpaid balance. Interest on unpaid fees will accrue in trade dollars for trade dollar fees and in cash for cash fees. VRL reserves the right to revise its fee schedule upon thirty (30) days written notice to Member.
A portion of Member transaction fees shall be utilized by VRL to fund a member benefit reserve account. This account shall be funded by a percentage of the trade dollar portion of the fee and will be used to cover unreimbursed Member trade deficits and balance the system. Any excess balance in the reserve account, i.e. not needed to cover bad debt, may be used by VRL to provide other benefits to network members, improve or upgrade the network or trading system, but all uses shall be solely at the discretion of VRL.
In the event the Member is in arrears for any cash fees beyond sixty (60) days, Member agrees to waive all rights to Member’s usage of any positive trade dollar balance in Member’s account and VRL shall have the right to hold any such balance so long as any cash fees remain outstanding for more than sixty (60) days. Any account continuing in a delinquent status for three (3) consecutive months may be closed by VRL. Trade dollars in the account will be forfeited and placed by VRL in its general operating accounts unless outstanding fees are paid. At the discretion of VRL, an account closed for non-payment of fees may be re-opened and Member may reclaim the trade dollars by paying outstanding cash fees and accrued interest plus stewardship fees in advance on the remaining trade dollar balance. All checks returned unpaid, rejected credit cards, debit cards, direct debits or standing orders to VRL because of insufficient funds or stopped payment will be assessed a twenty five dollar ($25.00) penalty.
|Please Pay Your Fees in a timely manner. We work hard to bring you this service at the lowest possible price.|
|7. Charitable Donations
Member may elect to donate VRL trade dollars, to a qualified charitable organization. A “qualified charitable organization” is an organization with charitable status as granted by the Internal Revenue Service and which is or has agreed to become a member of the VRL network.
VRL agrees to facilitate the donation by transferring Member’s trade dollars but the donation will be deemed to be from Member to the charity and Member shall have sole responsibility for ensuring any tax deductibility of the donation and the charitable status of the organization.
VRL shall make the transfer of donated trade dollars upon written notification by Member stating the amount of the trade dollars to be donated and the name of the qualified charitable organization designated to receive the donation. Any required receipts for the donation shall be issued directly by the charity to Member.
|If you donate Trade Dollars to a charity…thank you! If you are doing it for the tax-deduction, double check that they are eligible and ask for a receipt.|
|8. Trade system
Member must have an online trading account. All trades are to be conducted via the online trading account whenever possible; trade vouchers are to be used for backup purposes only, where Member is unable to access the online system to conduct the trade.
Member is solely responsible for all trade vouchers written to Member’s account; VRL is not responsible for the unauthorized use of Member’s trade vouchers. VRL will furnish Member with online trading software and assist Member in system setup and training in its use. Member agrees to maintain the system and stay current on the system’s rules of use and operating procedures. Member shall be responsible for any damage caused to the online system or data caused by unauthorized access due to Member’s negligence or willful misconduct including hacking or reverse engineering of the software.
Member is solely responsible for and shall take all reasonable measures to keep its Usernames, Passwords and any PIN (Personal Identity Number) secure and protected from unauthorized access or use. Member shall not store Usernames, Passwords or PIN in any form, whether encoded or un-encoded, in a location where it is capable of being accessed by any person other than Member or its authorized personnel or agents. Member must immediately notify VRL if Member becomes aware of, or suspects, any unauthorized access to their Username, Password, PIN or any other breach of security.
|Sometimes we issue vouchers at events or for back up purposes. It is your responsibility to make sure any vouchers you collect are posted to your account in the proper time allotted.
Don’t give your password to other people. Don’t Hack. Don’t break laws or spam people.
|9. Trade Authorization
To receive credit for a transaction a Seller must obtain an authorization for each transaction before releasing merchandise or performing a service. If a trade voucher is used because of unavailability of the online system, it must be signed by the buyer and a copy mailed to the VRL office. The trade dollars in the buyer’s account will be reserved against the authorization number and are only valid for thirty (30) days. If a trade voucher is used, VRL must receive its copy within the thirty (30) day period or VRL may cancel the trade dollars reserved. VRL is not responsible to honor authorizations granted due to misrepresentations made by buyer or seller. VRL may withhold or revoke an authorization number approving a transaction under any of the following conditions: (a) if the buyer does not have sufficient trade dollars or line of credit to make such a purchase; (b) if either party is not a Member in good standing; (c) if the stewardship fees for the amount of any loan request has not been paid at the time the loan application was made. Upon issuance of an authorization number and online confirmation of a trade, and receipt of a copy of the trade voucher (if one is used), VRL will debit the buyer’s account and credit the seller’s account.
Failure to comply with these procedures will place responsibility of the transaction upon the seller and not VRL.
Trade dollars in the buyer’s account will be reserved for the amount of the purchase at the time an authorization number is issued through the online system. Upon receipt of the confirmed online transaction or copy of the trade voucher (if one is used), VRL shall debit the buyer’s account and credit the seller’s account.
A buyer may reject a trade within twenty-one (21) days after the transaction appears on the VRL statement. Trades may be rejected only under the following conditions: (a) the quantity delivered was not agreed as purchased; (b) The goods or services were defective or not as warranted; (c) The buyer has formally advised the seller and VRL in writing within the twenty-one (21) day period that the goods or services have been rejected; (d) VRL has received a formal credit note issued to the buyer from the seller.
Upon receipt of the notice of rejection, VRL will hold the trade in abeyance subject to arbitration or resolution by the parties. Funds will only be held in abeyance for ninety (90) days unless formal arbitration is in process. If formal arbitration is in process, funds will be held in abeyance at the discretion of VRL. All stewardship fees shall remain due under the terms of this Agreement.
The failure of the buyer to formally reject the transaction within twenty-one (21) days after the date of the VRL statement shall cause VRL to debit the buyer’s account and credit the seller’s account with the amount of the purchase. Further, shall the buyer fail to commence arbitration procedures within twenty–one (21) days of the date of the VRL statement, then the buyer waives all rights to reject the purchase. Failure to follow these procedures will place responsibility of the transaction upon the seller and not VRL.
|It is your responsibility to make sure that a party you are selling to has enough Trade Dollars to give you.
Balances are available on each account profile. If you need help learning how to do this, please ask.
|10. Record Keeping and Errors
All active Members will receive a monthly or quarterly notification via email or through the online system that their statement is available to review online. A Member’s monthly statement will be considered accurate unless VRL is notified of any discrepancies within twenty-one (21) days of issuance of the statement. It is the Member’s responsibility to notify VRL if it does not receive a monthly/quarterly statement.
|Read Your Monthly/Quarterly Account Summaries! They have lots of good information.|
|11. Laws and Regulations
Member shall abide by all applicable laws or regulations appropriate to the conduct of its business and any trading transaction and VRL shall not be responsible on the part of Member to comply. Member shall hold VRL and VBSR harmless for any action VRL takes to comply with the applicable laws or regulations.
|Follow the law!|
|12. Taxes and Gratuities
Member shall charge the appropriate state and local taxes on any trading sales transaction and report such taxes as required under applicable law. Member shall be responsible for all income tax liability arising out of trades and shall furnish VRL with its correct taxpayer identification number and a completed IRS W-9 form.
The declaration and reporting of all applicable taxes resulting from trade transactions rests solely with the selling Member and VRL and VBSR shall not be responsible for payment of any tax due as a result of the trading transaction or other tax on behalf of the Member.
Member agrees to hold VRL and VBSR harmless for any actions VRL takes to comply with tax laws. All tips, gratuities and sales, use, local option and other applicable taxes shall be paid in cash at the point of purchase by the Member.
|You are responsible for collecting and paying sales and any other state/local taxes on your transactions.|
|13. Assignment of Account
A Member’s account is not assignable or transferable by Member and trade dollars may not be advertised for sale without VRL’s express prior written consent.
|You can’t give away your account or sell your Trade Dollars.|
Member agrees to furnish all goods and services at Member’s normal prevailing prices. VRL reserves the right to investigate complaints of overpricing, i.e. where seller is charging a higher price for goods or services sold on trade dollars than normal terms. Violations may result in termination of Member’s account.
|Over-pricing is not allowed. Please don’t do it.|
|15. Standby, Inactive Status, Changing Fee Plans
A Member can request that their account be placed on “standby” in the event that they wish to temporarily suspend trading within the network but not terminate their membership.An account may be placed on standby under the following conditions:1) Member account must have a positive trade dollar balance.2) Member must be current in any monies owing to VRL and have a valid unexpired Member account.If a member loses or chooses to not to renew their membership in VBSR (or any affiliate/partner organization), they have 30 days from the expiration date of membership to participate in the Marketplace at their current fee plan. After 30 days, they will be switched to an Independent Access Fee Plan and all fees will be subject to the new fee plan.
|If you’d like to change fee plans, let us know!|
|16. Direct trades
Direct trades between Members to avoid service fees are prohibited, and if consummated, may be subject to standard cash and trade service fees, payable upon demand by VRL. Direct trades made for the purpose of avoiding service fees may also result in the suspension or termination of Member accounts involved.
|We work really hard to connect you with businesses and we charge reasonable fees for it. Please respect that.|
|17. Suspension of trading privileges
VRL reserves the right, at its sole discretion, to suspend the trading privileges of any Member who:
1) Commits fraud against VRL or any other Member. Fraud shall include furnishing false information to VRL in a membership or credit application, which Member warrants is accurate to the best of its knowledge.
2) Violates the terms of this Agreement or any other agreement with VRL.
3) Has outstanding cash fees due to VRL which are more than sixty (60) days past due.
4) Enters into direct trades to avoid payment of service fees.
5) Behaves in a manner which is detrimental to the VRL network and/or fellow members. Such detrimental behavior shall include abuses of the membership list, including spamming or the unauthorized release of membership information to third parties.
6) Conducts trades of illegal or prohibited items. Prohibited items shall include firearms or other weapons, illegal drugs, drug paraphernalia, prostitution, and pornography. VRL reserves the right to amend the list of prohibited items at its discretion.
7) Violates the terms of confidentiality contained in this Agreement by disclosing online trading system information or by failing to take reasonable measures to protect such confidential information.
In the event of such suspension, VRL shall give written notice to Member and Member shall immediately cease the use of the trading system.
|Occasionally, people are bad apples. This allows us to remove them from the system.|
Either party may terminate this agreement, with or without cause, upon ten (10) days written notice to the other party. Upon termination, all cash and trade dollar service fees outstanding become due and payable; stewardship fees are non-refundable.
If Member has a negative trade balance (purchases exceed sales) at the time of termination, Member must balance the account with trade dollar within thirty (30) days of the termination date. If any negative trade balance remains after the thirty (30) day period, Member shall immediately pay VRL any remaining balance in cash.
If Member has a positive trade account balance (sales exceed purchases) at the time of termination, Member may stay active for a period of thirty (30) days for the purpose of making purchase trades only until purchases equal sales by paying VRL in advance the cash service fees on the positive balance, until trade dollars are spent. Any positive trade balance not spent within thirty (30) days of termination shall be forfeited by Member and will be transferred by VRL into the member benefit reserve account.
In the event of termination of a Member by VRL for fraud, unethical conduct, breach of confidentiality or misuse of the trading system, Member shall forfeit any positive trade account balance and such balance shall be transferred by VRL to the member benefit reserve account.
|Here is how we can amicably end our relationship.|
|19. Amendment of Trading Rules and Regulations
VRL may, in its sole discretion, change the terms of this agreement from time to time.
Failure to give VRL written notice of rejection of such changes within such thirty (30) day period and/or engaging in purchase or sales transactions after such after thirty (30) day notice period shall be deemed as acceptance by Member of the new terms.
|We update these occasionally.|
|20. Disclaimer of Liability
VRL make no representation or warranty either expressed or implied and disclaims all liability as to the fitness, quality, delivery date, merchantability, prices or any item of the trade transaction. Member does hereby indemnify and hold VRL and VBSR harmless with respect to any claim, debt, or liability whatsoever, arising out of any transaction wherein Member is buyer or seller. Member acknowledges that any trade transaction in which it participates is strictly voluntary. Member further agrees to hold VBSR harmless for any liability whatsoever arising out of the use, administration or operation of the trading network.
|We disclaim liability for the use of the service.|
|21. Arbitration and Enforcement
VRL is functioning in a brokerage capacity, and as a third party record keeper, is to be held harmless from any liability arising out of transactions between Members. In the event of any dispute arising out of a transaction between Members, the parties seeking resolution shall refer the dispute to binding arbitration under the rules of the American Arbitration Association within twenty-one (21) days of the receipt of the goods or services or the commencement of the dispute. The decision of the arbitrator(s) in such dispute shall, unless waived by both parties, be referred to a court of the State of Vermont having jurisdiction in the matter and entered into judgment.
Specifically excepted from the arbitration requirement shall be Member’s failure to pay fees due to VRL under this agreement, which shall entitle VRL to bring legal proceedings to collect delinquent fees plus costs of collection including court fees and reasonable attorney’s fees and interest on the unpaid balance at a rate of one and one half percent (1.5%) per month from the date of default until payment.. VRL may also report such delinquency to a credit reporting agency or refer the debt to a collection agency.
The terms of this Agreement shall be severable and, if any such term or provision shall be judged invalid, illegal or unenforceable, it shall not affect the validity, legality or enforceability of the remainder of any other term or provision of this Agreement, and the remainder shall remain valid, legal and enforceable and in full force and effect. This Agreement shall be governed by the laws of the State of Vermont.
|We’d prefer to arbitrate any differences of opinion.|
Unless otherwise stipulated between the parties to this agreement, Member authorizes VRL to notify and advertise to other Members the availability of Member’s products or services.
|You can read this.|
|23. Special Trade Procedures
The following procedures apply to transactions involving special order, construction jobs, service work, long term leases and other work-in-progress transactions:
1) Member should obtain a written estimate before authorizing work to begin.
2) Before starting, Member should obtain a deposit or down-payment in trade dollars, with a Trade Voucher or online confirmation and authorization number, in the same manner as a cash transaction.
|You should read this.|
|24. Confidentiality and Non-Disclosure
Member acknowledges that, as a member of the VRL network, it will have access to information and materials which are confidential and proprietary to VRL or other members of the network. Member agrees not to disclose information about the trading system platform, software or data, membership list or members’ email addresses to any person or entity except to other members or those specifically authorized by VRL to have access to this information. Member also agrees to take reasonable precautions to safeguard the confidentiality and security of such information.
By entering into this agreement, Member acknowledges that Member has read the foregoing terms and conditions and agrees to be bound by them. This Agreement shall not be binding on VRL until formal acceptance by an authorized VRL representative.
|Please respect privacy.|