1. ABOUT THESE TERMS
1.1 Nature of Terms: These Terms set out:
- the basis on which each Member is entitled to participate in the Exchange; and
- the obligations that each Member has to EazTrade and to other Members.
1.2 Alteration of Terms: EazTrade may alter any of these terms (including the charges payable) at any time. Amendments will be effective immediately upon posting the amended terms and conditions on this website. You must ensure you are familiar with the current terms and conditions at all times.
1.3 No partnership: Nothing in these Terms creates any partnership, agency or joint venture relationship between EazTrade and any Member or between any two or more Members.
1.4 Definitions: Some words which are used often in these Terms are defined in clause 29.
1.5 By registering as a member of EazTrade you accept these terms and conditions and continued use of the EazTrade website and services constitutes your acceptance of the terms and conditions as amended.
2. EAZTRADE'S ROLE
2.1 EazTrade has established the Exchange to allow Members to trade goods and services on-line or off line amongst each other on a non-cash or on a part cash and part non-cash (barter) basis by auction or by a fixed price or negotiation listing.
2.2 EazTrade's role is that of a facilitator. The parties to any Transaction made through the Exchange contract directly with each-other at their own risk and are entirely responsible for that sale, purchase or supply. EazTrade has no liability to either party in relation to that Transaction and gives no undertakings, representations or warranties in relation to goods or services listed or sold on the Exchange.
2.3 Any disputes in relation to a Transaction are to be resolved between the parties to that Transaction. EazTrade has no responsibility in relation to any such dispute but it will provide for appropriate adjustments to be made to Members' EZ$ accounts where a proper request is made.
2.4 EazTrade is a Member and can enter into Transactions as a principal. Where EazTrade sells goods through the Exchange it does so on the basis that it makes no warranty regarding those goods, except that it owns them. EazTrade excludes any warranties implied by law in respect of any such sale.
2.5 EazTrade is not responsible for protecting members from credit card fraud.
2.6 Although EazTrade facilitates transactions by way of auction, it is not an auctioneer under any existing legislation governing Auctioneers or otherwise.
2.7 EazTrade does not warrant that the services it provides will be uninterrupted, timely, secure or error-free or that any information provided on this website is reliable or error-free.
3. EZ$ ACCOUNTS
3.1 EazTrade will maintain an account for each Member. The form of currency used in the Exchange is the EazTrade Dollars (EZ$). EZ$ are not legal tender however for transaction and valuation purposes EZ$1 is the equivalent of N$1 (1 Namibian dollar). EazTrade enables Members to make purchases from other Members on a non-cash or partly cash basis in accordance with these Terms. In no circumstances is EazTrade (or any other person) obliged to redeem EZ$ for cash except as provided for in clauses 19 and 20 of these Terms.
3.2 EazTrade will credit to a Member's EZ$ account:
- the value, or in the case of a part-EZ$ and part-cash transaction the EZ$ portion of the value, of each sale or supply made by that Member through the Exchange in accordance with these Terms; and
- any other amounts as may be provided for in these Terms or agreed between the Member and EazTrade.
3.3 EazTrade will debit from a Member's EZ$ account:
- the cost, or in the case of a part-EZ$ and part-cash transaction the EZ$ portion of the cost, of each purchase made by that Member through the Exchange;
- the EZ$ component of the fees payable by the Member in accordance with clause 7;
- any other amounts as may be provided for in these Terms or agreed between the Member and EazTrade.
4. AUTHORISATION OF TRANSACTIONS
4.1 A member may sell goods and services on the Exchange using a minimum of 15% barter in any transaction.
4.2 EazTrade will credit a selling or supplying Member's EZ$ Account only where the Transaction is authorised by EazTrade.
4.3 EazTrade will not authorise a Transaction if:
- at the time of the Transaction either party's right to engage in Transactions was suspended, in accordance with clause 17;
- the Transaction would result in the purchasing Member's credit limit being exceeded.
4.4 While EazTrade will use all reasonable endeavours to ensure that its approval system is functioning properly at all times, it is unable to guarantee that that will occur. EazTrade excludes all liability to Members arising out of:
- any Transaction being improperly declined or improperly approved by EazTrade; or
- any failure of EazTrade to provide a prompt response to any request for authorisation of a Transaction.
5. CREDIT LIMITS
5.1 Each Member agrees to EazTrade allowing Members a credit limit on their EZ$ Accounts of such amount as EazTrade in its discretion considers appropriate. EazTrade may at any time increase or reduce a Member's credit limit, although it will not increase a Member's credit limit beyond the level requested by the Member. EazTrade may at its discretion require a Member to provide a guarantee, cash deposit or other security acceptable to EazTrade as security for the performance by the Member of its obligations under these Terms.
6.1 Charges: In consideration of EazTrade performing services as specified in these Terms, each Member must pay EazTrade:
- transaction charges on the Transactions (sale or purchase) made by that Member through the Exchange (as a set percentage of the total non-cash or barter portion of the transaction value, and determined by the members joining date and fees paid as per EazTrade's joining packages); and
- joining charges and charges in respect of any increased credit limit requested by the Member at the rates applicable at the time of request.
6.2 Due date: EazTrade provides an online statement with 24 hours access showing the amounts payable by any Member in respect of transactions occurring. Any cash amount owing to EazTrade by the Member must be paid within 24 hours of any transaction occurring. Any EZ$ which are owing will be deducted from the Member's EZ$ account within 24 hours.
6.3 Fee Payments: Each Member must provide EazTrade with a means to collect fees by way of credit card, debit card or direct debit authority for the cash payments referred to in this clause if required by EazTrade.
6.4 Each Member agrees that by using the EazTrade Trade Dollars in any transaction online or processed manually they personally guarantee the payment of any cash fees due. The member further agrees that any such fees are due within 24 hours of any such transaction. Payment of cash fees can be made by way of deposit directly into the EazTrade Westpac account or online using credit card.
6.5 Interest: If any sum owing to EazTrade by a Member is not paid on the due date the Member must pay EazTrade interest at the Default Rate on the outstanding sum from the due date for payment, until the date payment is made in full.
7. OBLIGATIONS OF MEMBERS
7.1 Each Member agrees:
- to pay the charges due to EazTrade in accordance with clause 7, by the due date for payment;
- to act in good faith towards EazTrade and fellow Members;
- not to do anything which is likely to diminish the good name or goodwill of EazTrade or the Exchange;
- not to damage, interfere with or harm this website, the Exchange or any system or program underlying or connected to them, or attempt to do so or hack into this website.
- to comply with all relevant laws when engaging in Transactions;
- to comply at all times with EazTrade's Code of Conduct;
- to comply with all relevant taxation obligations (and each Member acknowledges that EazTrade has no responsibility to pay any tax on the Member's behalf); and
- not to use the name or any trade mark of EazTrade, except in a manner approved by EazTrade.
8.1 All liability of any kind of EazTrade to any Member with respect to the services provided by it, arising under the any legislation, or otherwise is excluded to the full extent permitted by law.
9. ENTIRE AGREEMENT
9.1 These Terms and conditions, together with EazTrade's Code of Conduct contain all of the terms relating to each Member's participation in the Exchange.
10.1 No exercise or failure to exercise or delay in exercising any right or remedy by EazTrade will constitute a waiver by EazTrade of that or any other right or remedy available to it.
11. CONFIDENTIALITY AND PUBLICITY
11.1 Confidentiality: Each Member undertakes to keep these Terms and any information in respect of EazTrade or its business or the business of any other Member confidential, except that this undertaking will not apply to disclosures made:
- as required by law; or
- in good faith and in proper furtherance of arrangements connected with the EazTrade Exchange; or
- to the Member's professional advisers; or
- of information already in the public domain.
11.2 Membership Directory: Each Member acknowledges the confidentiality of (and undertakes not to disclose the contents of the EazTrade's membership directory.
11.3 Publicity: Each Member acknowledges that its contact details will be included in the online directory published by EazTrade.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 EazTrade owns all proprietary and intellectual property rights in its websites (including text, graphics, logos, icons and sound recordings) and the software and other material underlying and forming part of its services and this or any other website through which it's services are provided.
14.1 Transactions and all other contact between you and other members are conducted entirely at your own risk. You agree that EazTrade accepts no responsibility or liability for any misconduct of any of its members including, but without limitation, members who have registered under false pretences or who attempt to defraud you. EazTrade gives no undertakings, representations, or warranties in relation to goods or services sold or listed on the website:
- about ownership of any item;
- as to the content, safety, description, worthiness, quality or legality of goods and/or services that are listed on the website;
- as to the accuracy, truth or bona fides of listings;
- that any goods and/or services will meet your requirements or expectations;
- about the ability of members to complete a transaction,
- or otherwise.
14.2 The website and services are provided on an voetstoots 'as is' and 'as available' basis. EazTrade does not warrant that the services provided will be uninterrupted, timely, secure, error-free or reliable, or that any information provided on the website is error-free or reliable.
15.1 You agree to release and indemnify EazTrade on a continuing basis from and against all actions, claims, demands, costs, losses, expenses, proceedings, damages and liabilities of any kind suffered or incurred by EazTrade to any party arising out of or in connection with your use of the Exchange or your failure to comply with these terms and conditions.
16.1 EazTrade may suspend or limit a Member's ability to engage in Transactions and/or remove your bids or listings if:
- the Member has failed to pay any charges or other sum due under these terms and conditions within 10 days of the due date; or
- EazTrade reasonably believes that the Member has breached any of its obligations under these terms and conditions or that for any other reason such action is appropriate.
16.2 Any suspension under clause 16.1(a) will be lifted when all arrears are paid. Any suspension under clause 16.1(b) will be lifted when EazTrade is reasonably satisfied that no breach has occurred, or that any breach which did occur has been rectified.
17. TERMINATION OF MEMBERSHIP
17.1 Termination on notice: A Member may cease to be a Member by giving 5 working days written notice to EazTrade. EazTrade may terminate a Member's membership by giving 5 working days written notice to the Member.
17.2 Termination by EazTrade on default: EazTrade may terminate a Member's membership with immediate effect by giving written notice to the Member:
- if the Member is committing any material breach of these Terms; or
- if the Member becomes insolvent, or a receiver or curator of any asset of the Member is appointed, or an order made or resolution passed for the liquidation of the Member.
18. CONSEQUENCES OF TERMINATION
18.1 Upon termination of a Member's membership for any reason the Member must immediately pay to EazTrade:
- the cash equivalent of any debit balance in the Member's EZ$ account; and
- all charges which have accrued in accordance with clause 7.
18.2 If EazTrade reasonably believes that the Member is unable to pay their cash fees and/or that the Member may be insolvent EazTrade reserves the right to seize stock, goods, fittings and fixtures to the value of all fees PLUS the EazTrade Member's EZ$ account. EazTrade can seize these goods immediately upon termination of the members account. For the purpose of seizing goods these shall be:
- Valued at wholesale price.
- EazTrade shall return said goods only on the condition that the member meets their obligations as defined in 18.1 (a) and 18.1 (b)
18.3 EazTrade may add the reasonable cost of recovery of any debts that require the assistance of a 3rd party debt collection agency to collect, to the total amount payable to EazTrade.
19. TERMINATION OF THE EXCHANGE
19.1 If for any reason the Exchange ceases to operate each Member which has a debit balance in its EZ$ account must immediately pay to EazTrade the cash equivalent of that debit balance. Any payments made pursuant to this clause will be held in trust by EazTrade and will be distributed pro-rata among the Members with credit balances in their EZ$ accounts.
19.2 Cessation of the Exchange's operations does not release any Member from liability to make any payment due to EazTrade at the time the Exchange's operations cease.
21. RECEIPT OF CASH BY EAZTRADE
21.1 Where a Member pays cash to EazTrade in respect of any debit balance in that Member's EZ$ account EazTrade will debit an equivalent number of EZ$ from its own EZ$ account, so that the payment has a neutral effect on the Exchange.
22. VALUE ADDED TAX ("VAT")
22.1 Payments to be made under this Agreement are exclusive of VAT (if the seller is registered for VAT) and any VAT payable must be paid by the person to whom the goods or services are provided.
23.1 No Member may assign its rights under these Terms. EazTrade may by notice to the Members assign its rights under these Terms.
24. PARTIAL INVALIDITY
24.1 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 full extent permitted by law.
25. THIRD PARTIES
25.1 Nothing in these Terms is intended to confer a benefit upon anyone other than EazTrade and the Members.
26.1 Service of notices: Any notice given pursuant to these Terms will be deemed to be validly given if personally delivered, posted, emailed (with proof of delivery by the network), send by SMS/Text (with proof of delivery by the network) or forwarded by fax transmission to:
- in the case of a notice to EazTrade, the address set out below or to such other address as EazTrade may advise:
3 Weber Street, Windhoek West
P O Box 35347, Kliene Kuppe
Cell: +264 817489139 Tel: +264 61 229779 Fax: +264 886 509679
- in the case of a notice to a Member, the address, email address or facsimile number which is listed in EazTrade's records as the address or facsimile number of that Member.
26.2 Time of service: Any notice given pursuant to this Agreement will be deemed to be validly given:
- in the case of delivery, when received;
- in the case of a fax transmission, when sent provided that the sender has a fax confirmation receipt recording successful transmission;
- in the case of an email transmission, when sent provided that the sender has a delivered or read confirmation receipt recording successful transmission;
- in the case of posting, on the second working day following the date of posting; provided that any notice personally delivered or sent by fax or email either after 5pm 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.
27. GOVERNING LAW
27.1 These terms and conditions are governed by the laws of Namibia.
28.1 Definitions: In these Terms unless the context otherwise requires:
- "Code of Conduct" means the Code of Conduct applicable from time to time relating to the Exchange which is set by EazTrade and displayed on its website;
- "Default Rate" means the standard overdraft interest rate charged (or chargeable) to EazTrade by its principal banker, plus a margin of 4% per annum;
- "Exchange" means the bartering exchange known as EazTrade Trade Exchange, which was established by (and is operated by) EazTrade cc.
- "VAT" means Value Added Tax arising pursuant to the Value Added Tax Act 10 of 2000 as amended and "VAT Act" means the Value Added Tax Act 10 of 2000 as amended;
- "Member" means a person who has applied to become a member of the exchange and whose application has been accepted by EazTrade;
- "EazTrade" means EazTrade cc at Windhoek; "Terms" means these Terms and Conditions of Membership of the EazTrade Trade Exchange;
- "Transaction" means the supply of goods and or services from one Member to another made through the Exchange in accordance with these Terms; and
- "working day" means a day (other than Saturday, Sunday or a Public Holiday) on which registered banks are normally open for business in Namibia.
28.2 General construction: In interpreting these Terms the following rules must be applied unless the context otherwise requires:
- Headings to clauses are for reference only and are not an aid in interpretation.
- References to statutory provisions will be construed as references to those provisions as they may be amended or re-enacted or as their application is modified by other provisions from time to time.
- References to clauses are to clauses of these Terms.
- References to currency are to Namibian currency.
- Any date which 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.
- Words importing the plural include the singular and vice versa and words importing gender import all genders.
- Any obligation not to do something will be deemed to include an obligation not to suffer, permit or cause that thing to be done.