TradeX Exchange Rules
Part 1 — Preliminary
1. About TradeX and the Trading Program
TradeX is a member-based trading exchange operated by TradeX Since 1985 Pty Ltd. The exchange allows approved members to buy and sell goods and services with one another using TradeX trade credits as an accounting unit.
TradeX Operations Pty Ltd has been appointed to manage the day-to-day operation, administration, technology, member support and compliance functions of the exchange.
In these Rules, TradeX Since 1985 Pty Ltd is called the Exchange Company and TradeX Operations Pty Ltd is called the Manager.
2. Members and Participation
A Member is a person or entity accepted by TradeX to participate in the Trading Program and who has agreed to these Rules and the relevant membership documents.
A Member must keep its account in good standing, pay all fees when due, trade within any approved trade limit, and comply with these Rules, the membership agreement, platform terms and any policies issued by the Manager from time to time.
The Manager may also participate in the exchange as a member in its own right. When doing so, the Manager trades as principal and not merely as administrator of the exchange.
3. Purpose and Legal Effect of these Rules
These Rules explain how the TradeX exchange operates, how members may trade with one another, how transactions are recorded, and the rights and responsibilities of Members, the Exchange Company and the Manager.
By joining or continuing to use TradeX, each Member agrees that these Rules form a binding agreement between the Member, the Exchange Company, the Manager and other members participating in the Trading Program.
If there is an inconsistency between these Rules and a membership agreement, these Rules apply unless the Manager expressly agrees otherwise in writing.
4. TradeX Trade Credits
A TradeX Credit is an internal accounting unit used to record the value of goods and services traded through the exchange. One TradeX Credit is notionally equivalent to one Australian dollar for accounting purposes.
TradeX Credits are not cash, legal tender, securities, deposits, debentures, commodities or stored value money. They cannot be redeemed, converted or paid out in cash by the Exchange Company or the Manager.
A credit balance in a Member’s TradeX account gives that Member the right, subject to these Rules, to acquire goods or services from other members willing and able to supply them. A debit balance means the Member must either make sales through TradeX to reduce the balance or pay the cash equivalent if required under these Rules.
TradeX Credits may only be used within the TradeX system and must not be sold, purchased, exchanged or transferred for cash outside the approved TradeX process.
Part 2 — Trading in the Program
5. Who May Trade
A Member may trade only while the Member is in good standing. This means the Member has paid all amounts due, is trading within any approved limit, is not suspended, and is complying with these Rules.
The Manager may approve authorised users, additional signatories, employee accounts or special purpose accounts. The Member remains responsible for all activity, instructions, fees, debits, breaches and liabilities arising from anyone authorised to use the Member’s account.
6. Trade Transactions
A Trade is a transaction between members, or between a Member and the Manager when the Manager trades as a member, for the sale and purchase of goods or services using TradeX Credits.
The selling party is the Selling Member and the buying party is the Buying Member. Each Trade is voluntary and is entered into by the relevant members as principals.
The Manager records approved Trades by crediting the Selling Member’s TradeX account and debiting the Buying Member’s TradeX account. The Exchange Company and the Manager are not parties to member-to-member Trades and do not guarantee the quality, delivery, performance or payment of those Trades.
7. TradeX Platform and Processing
Trades must be processed through the approved TradeX platform, app, website, payment tool, telephone process or any other method authorised by the Manager.
Unless the Manager agrees otherwise, a Trade must be processed within 14 days after the transaction occurs. The Manager may refuse, reverse or adjust a late transaction if processing it would affect the integrity, reputation or administration of the exchange.
The TradeX platform is provided on an “as available” basis. The Manager may suspend access for maintenance, upgrades, security, compliance, fraud prevention, operational reasons or any other reason reasonably connected with the safe operation of the exchange.
Members are responsible for keeping logins, passwords, devices and authorised user access secure. Until the Manager receives written notice to revoke access, instructions received through a Member’s account may be treated as authorised by that Member.
8. Authorisation and Verification
The Manager may require authorisation before a Trade is completed. Authorisation may be refused where the Manager reasonably believes that a Member is not in good standing, has insufficient available balance or trade limit, is in breach of these Rules, or the transaction may involve error, fraud, unfair conduct or misleading conduct.
All Trades are subject to final audit and verification by the Manager. If an error, duplicate entry, non-compliant Trade or suspected fraud is identified, the Manager may correct, reverse, freeze, cancel or adjust the relevant account entries.
9. Fair Trading Conduct
Members must treat TradeX customers with the same care, service standards, pricing and availability that they would offer to comparable cash customers.
Unless the Manager approves otherwise, Trades must be conducted on a 100% TradeX Credit basis. A Member must not require cash in addition to TradeX Credits unless mixed cash-and-credit trading has been approved or permitted under TradeX platform rules.
A Member must not overprice goods or services because payment is being made in TradeX Credits. TradeX pricing should be the same as, or commercially comparable to, the Member’s ordinary cash pricing.
A Selling Member must not unreasonably refuse to trade with a Buying Member in good standing where the Selling Member would ordinarily have accepted the same transaction from a cash customer, unless the Member is on an approved standby arrangement or authorisation has been refused.
The Manager may investigate complaints about overpricing, poor service, unfair trading, refusal to trade, direct off-platform trading, misleading listings or other conduct that may harm members or the exchange.
10. Standby and High Credit Balances
If a Member has a substantial credit balance, the Member may ask the Manager for temporary standby status. Standby allows the Member to pause selling through the exchange while it reduces its credit balance, subject to Manager approval and any published TradeX standby requirements.
The Manager may refuse, approve, limit, vary or withdraw standby status if required to protect member confidence, trading balance, fairness or the proper operation of the exchange.
11. Records and Tax Responsibilities
Each Member must keep accurate written or electronic records of all Trades, including invoices, receipts, descriptions of goods and services, tax invoices where required, values, dates and the parties involved.
Members are responsible for their own tax obligations, including income tax, GST, duties and reporting obligations. TradeX Credits may be treated as consideration for tax purposes in the same way as money or other non-cash consideration.
The Australian Taxation Office states that barter and trade exchange transactions are generally subject to the same income tax and GST treatment as normal cash or credit transactions. Members should obtain their own accounting and tax advice.
The Exchange Company and the Manager are not responsible for paying a Member’s taxes or preparing a Member’s tax records. Each Member indemnifies the Exchange Company and the Manager against loss caused by that Member’s failure to comply with tax laws.
Part 3 — Accounts, Fees and Limits
12. TradeX Accounts
The Manager will maintain a TradeX account for each Member to record TradeX Credit balances, debits, credits, fees, adjustments and other transactions connected with the exchange.
Statements issued by the Manager are treated as correct unless the Member notifies the Manager in writing of a genuine error within the time stated on the statement or, if no time is stated, within 30 days after issue.
13. Fees and Charges
Members must pay a Joining Fee, a Monthly Administration fee of AUD $29, a Transaction fee of 5% of the value of each trade in AUD and 1% in TradeX Credits to the Marketing, and Reserve Risk Fund.
Fees may be payable in cash, TradeX Credits or a combination of both, as determined by the Manager and notified to members. Fees are due within the time stated on the relevant invoice, statement or notice.
If fees are overdue, the Manager may suspend buying privileges, restrict account access, cancel or reduce a trade limit, freeze credits, charge overdue fees, require prepayment, or take recovery action.
14. Trade Lines and Trade Limits
The Manager may approve a TradeX Credit trade line for a Member. A trade line allows a Member to buy up to an approved debit limit before making sufficient sales to restore its account balance.
The Manager may consider the Member’s financial position, business type, trading history, references, time in business, account conduct, available security and any other relevant factor when deciding whether to approve, vary, suspend or withdraw a trade line.
A Member must not exceed its approved trade limit. If a Member’s account exceeds its limit or goes into unauthorised debit, the Manager may require immediate repayment in cash or TradeX Credits, impose fees, suspend the account or take other action permitted by these Rules.
15. Reserve or Risk Fund
The Manager may establish and maintain a reserve, risk or debt fund for the purpose of supporting the integrity and liquidity of the exchange and managing losses, defaults or unrecovered debit balances.
Members may be required to contribute to that fund in cash, TradeX Credits or both if the Manager determines that such contributions are necessary or appropriate and gives members notice of the applicable contribution arrangements.
Part 4 — Administration and Member Information
16. Role of the Exchange Company and Manager
The Exchange Company and the Manager may provide services including member onboarding, account administration, transaction recording, platform access, member directories, trading support, compliance monitoring, rule enforcement, statements, notices and member communications.
The Manager may act on behalf of the Exchange Company in operating and administering the Trading Program. Anything that may be done by the Exchange Company under these Rules may be done by the Manager unless the context requires otherwise.
The Exchange Company and the Manager do not promise that particular goods, services, buyers, sellers, account balances, trading volumes or commercial outcomes will be available through the exchange.
17. Directory, Listings and Promotions
The Manager may publish member listings, categories, descriptions, offers, promotions and trading opportunities through the TradeX directory, platform, email, SMS, app notifications, newsletters or other communications.
Members authorise TradeX to use business names, trading names, contact details, descriptions, logos supplied by the Member and offer details for the purpose of operating and promoting the exchange.
Members are responsible for ensuring their listings and promotions are accurate, lawful, current and not misleading. The Manager may edit, suspend or remove any listing that it considers unsuitable, inaccurate, unlawful or inconsistent with these Rules.
18. Confidential Information and TradeX Intellectual Property
Part 5 — Disputes, Breaches and Termination
19. Disputes Between Members
Members must resolve disputes about goods, services, delivery, quality, refunds, warranties, tax invoices and performance directly with each other.
The Manager may assist, mediate, request records, freeze entries or reverse entries, but is not required to resolve disputes and is not responsible for the outcome of member-to-member transactions.
20. Breaches and Suspension
If the Manager reasonably suspects a breach of these Rules, it may investigate, request information, require records, issue a warning, require corrective action, suspend trading, restrict buying or selling, freeze account entries, reduce or cancel a trade limit, or terminate membership.
The Manager may take immediate action without prior notice where it reasonably considers this necessary to protect members, the exchange, platform security, compliance, reputation, financial integrity or the smooth operation of TradeX.
Where appropriate, the Manager may give the Member an opportunity to explain or remedy the issue before termination. Serious, repeated, dishonest, fraudulent, harmful or unresolved breaches may result in immediate termination.
21. Reversing or Freezing Transactions
The Manager may freeze, reverse, cancel or adjust a TradeX account entry if both trading members request it, if the entry was made in error, if a Rule appears to have been breached, if fraud or misleading conduct is suspected, or if the Manager reasonably considers the adjustment necessary to protect the exchange.
If a transaction is reversed, the underlying dispute remains between the Buying Member and the Selling Member unless the Manager agrees otherwise in writing.
22. Ending Membership
A Member may resign by giving written notice to the Manager. The Manager may require the Member to pay all outstanding fees and bring the TradeX account to a nil balance before the resignation is finalised.
If a Member leaves with a credit balance, the Manager may allow the Member a limited period to spend that balance as a buyer, subject to payment of applicable fees and continued compliance with these Rules.
If a Member leaves with a debit balance, the Member must continue selling through TradeX or pay the cash equivalent of the debit balance if required by the Manager. Fees and recovery costs remain payable after termination.
Part 6 — Liability, Insolvency and General Terms
23. Liability of the Exchange Company and Manager
To the maximum extent permitted by law, the Exchange Company and the Manager are not liable for any loss arising from member-to-member Trades, unavailable goods or services, poor service by a Member, platform interruptions, unauthorised account use before revocation notice is received, or a Member’s failure to comply with law.
Nothing in these Rules excludes, restricts or modifies any consumer guarantee, statutory right or liability that cannot lawfully be excluded, restricted or modified.
Except where the Manager trades as a member in its own right, the Exchange Company and the Manager do not make warranties about goods or services supplied by members, including fitness for purpose, quality, availability, delivery or merchantability.
24. Member Indemnities
Each Member indemnifies the Exchange Company, the Manager and their officers, employees, contractors and agents against loss, liability, claims, costs and expenses arising from the Member’s breach of these Rules, unlawful conduct, tax non-compliance, misleading listings, failure to perform a Trade, unauthorised use of TradeX intellectual property, or misuse of the TradeX platform.
This indemnity does not apply to the extent the relevant loss is caused by the fraud, wilful misconduct or negligence of the party seeking the benefit of the indemnity.
25. Insolvency and Financial Difficulty
If a Member becomes insolvent, bankrupt, enters administration, liquidation, receivership, external administration, makes an arrangement with creditors, ceases trading, or appears unable to meet its obligations, the Manager may immediately suspend or terminate the Member’s account.
All cash fees, TradeX Credit obligations, debit balances and other amounts owed by the Member become immediately due and payable unless the Manager agrees otherwise in writing.
26. Dissolution or Winding Up of the Trading Program
If the Trading Program is wound up, discontinued or materially restructured, the Manager may set a balancing period during which members may trade for the purpose of bringing accounts as close as practicable to a nil balance.
At the end of any balancing period, members with debit balances must pay the cash equivalent of those balances and any applicable fees. Members with credit balances may be dealt with in accordance with any lawful dissolution process, member notice, trust arrangement, pro rata distribution or other procedure determined by the Manager and the Exchange Company.
27. Changes to these Rules
The Manager may amend these Rules where it reasonably considers the change necessary or desirable to comply with law, respond to regulatory guidance, correct errors, improve administration, protect the exchange, manage risk, update technology, reflect commercial changes or support fair and sustainable trading.
Unless urgent action is needed, the Manager will give members at least 30 days’ notice of material changes. A Member who continues to use TradeX after a change takes effect is taken to have accepted the amended Rules.
28. Notices and Communications
Notices may be given by email, platform notification, publication in the TradeX member portal, SMS, post, website notice or any other method the Manager reasonably adopts for member communications.
A notice is treated as received 48 hours after it is sent or published, unless the sender receives an automated failure notice or the law requires a different period.
29. Governing Law and Jurisdiction
These Rules are governed by the laws of Victoria, Australia. Each Member submits to the non-exclusive jurisdiction of the courts of Victoria and any courts entitled to hear appeals from those courts.
30. Interpretation
In these Rules, the singular includes the plural and the plural includes the singular. A reference to a person includes an individual, company, partnership, trust, association, government body or other legal entity. References to writing include electronic communications. Headings are for convenience only and do not affect interpretation.
References to laws include those laws as amended, replaced or re-enacted. The words “including”, “includes” and similar expressions mean “including without limitation”. If any part of these Rules is invalid or unenforceable, the remaining parts continue to apply to the fullest extent permitted by law.
31. Glossary
Buying Member means the Member acquiring goods or services in a Trade. Selling Member means the Member supplying goods or services in a Trade. Trade means an approved transaction recorded through TradeX. TradeX Credit (sometimes referred to as Trade Dollars) means the internal accounting unit used by TradeX. Trading Program means the TradeX member exchange system. Trade Line means an approved debit facility in TradeX Credits. Trade Limit means the maximum approved debit balance for a Member.
Exchange Company means TradeX Since 1985 Pty Ltd. Manager means TradeX Operations Pty Ltd. Member means a person or entity accepted to participate in TradeX. Rules means these TradeX Exchange Rules as amended from time to time