Terms and Conditions
SARAFU-CREDIT & SARAFU.NETWORK
TRADE EXCHANGE POLICY, RULES, & REGULATIONS
The purpose of the following Trading Procedures, Policies, Rules and Regulations is to facilitate trading among members of Organizations by promoting a system of good business practice and understanding of the guidelines set forth by various trading networks and organizations that work together with Grassroots Economics Foundation (GEF) Sarafu-Credit (SC) Programs, an entity of GEF, hereinafter referred to as SC Trading Network or Sarafu Network. These Trading Procedures, Policies, Rules and Regulations also form part of and are included in any voucher or community currency verified, digitally created or printed and allocated by SC Trading Networks, including but not limited to: all Community Currency, Voucher or Token Programs, Bangla-Pesa, Gatina-Pesa, Ng'ombeni-Pesa, Lindi-Pesa and Kangemi-Pesa.
NATURE OF THE PARTIES
2. NATURE OF SC VOUCHERS and TOKENS
A ‘trade’ is a purchase or sale of goods and or services whereby payment is made via barter using SC Vouchers or Tokens pursuant to the terms contained in this Agreement. A SC Voucher or Token is an accounting unit used to record the value of a trade –SC as well as each Token has a viable exchange rate to Kenyan Shillings at the time of trade. Ownership of SC or Tokens on SC Network denotes the right to receive goods or services available within the SC Trading Network Marketplace. SC may be used only in the manner and for the purpose set forth in this Agreement; SC will not be considered legal tender, securities or commodities and may not be redeemed for Kenyan Shillings. SC Trading Network disclaims responsibility for the negotiability of SC or for the availability of goods and services from any source. SC physical printed vouchers are issued with an expiration date or maturity period called the term. At the end of the term SC has no redeemable value for barter exchanges.
3. STANDARDS AND TRANSPARENCY
As a responsible third party record keeper and auditor, SC Trading Network facilitates the development and operation of peer-to-peer Client's mutual-credit clearing systems. Each client is audited for the number of members that qualify for a SC Voucher allotment. This verification process involves a questionnaire and the establishment of local guarantors for the new Client member. The amount of SC Vouchers allocated to the Client depends on the size and types of members therin. The vouchers issued are to be used as the vouchers of each businesses among the client.
4. TRADE COORDINATING FUNCTION
SC Trading Network serves in a trade coordinating capacity in organizing and facilitating trade among Clients and members of Clients. Responsibility for the conduct of a trade is exclusively that of the Clients and members of the Client 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 Client. SC Trading Network will use its best efforts to broker the Client’s SC into goods and services, to accurately record trades, and to administer Client agreements and trading rules in accordance with their terms. However, Client acknowledges that the sole principals in any trades are the buying and selling Clients involved, that the trades are entered into voluntarily and that SC Trading Network is not the guarantor of any product, service or token. SC Vouchers are ultimately and fully backed by the assets, goods and services of the Client.
5. EXCHANGE PARTICIPATION
SC Trading Network or its owner entities may maintain an account in the system and transact business through the network and agree to abide by the same terms and conditions of all Clients. Any SC Vouchers or Tokens associated must be audited, allocated and maintained using the same criteria that are applied to all Client accounts. Such Clients shall have no privileged access to goods or services or special treatment.
6. AVAILABILITY OF PRODUCTS OR SERVICES
SC Trading Network shall use its best efforts to solicit new businesses as Clients, having goods or services to satisfy the needs of all Clients. Because of high Client demand and short supply, certain items may be available on a limited basis only (i.e., appliances, TVs, furniture, airline tickets, tires, computers, cameras, lumber, etc.). SC Trading Network is committed to showing availability of those products or services actually available in the exchange system.
7. DEFINITION OF CLIENT IN GOOD STANDING
A Client and all client members who conduct trades in accordance with this agreement, is current in any monies owing to SC Trading Network, and has a valid unexpired SC Vouchers, is considered, a ‘Client in good standing’. Only Clients in good standing are entitled to the services of SC Trading Network. However, the status of a Client in good standing shall not constitute any representation by SC Trading Network regarding the reputability of any buyer or seller in any trade transaction and SC Trading Network shall have no liability for the conduct of any Client or the quality of goods or services traded. Where a Client has by his or her conduct or misconduct displayed to SC Trading Network inability to meet the standards set in Client’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 SC Trading Network that Client’s reputation in the business community has been diminished, then for the protection of the remaining Clients, GEF reserves the right to terminate said Client’s account or restrict the rights of said Client to sell or advertise Client’s goods or services for sale until such time said Client can exhibit to SC Trading Network that the standard expected in Client’s own industry can be met.
8. DUTIES OF CLIENT
The Client must keep GEF informed as the registration of new members and removal of members. Each Voucher issued must be 100% backed by the goods and services of the Client and the clients members.
A Client that issues or creates a Token on the SC Network must accept the token for goods and/or services.
9. DELINQUENT ACCOUNTS
In the event the Client has not informed GEF of changes of membership beyond sixty (60) days, Client agrees to waive all rights to Client’s usage of any CCs in amounts greater than their initial allotments. In default each member of the Client should return the amount of SC Vouchers initially allotted to them. At the discretion of SC Trading Network, an account closed for lack of transparency may be re-opened within one hundred and eighty (180) days and Client may reclaim the trade Vouchers.
10. CHARITABLE DONATIONS
Client may elect to donate SC Vouchers or Tokens to a qualified charitable organization or individuals. A ‘qualified charitable organization’ is an organization with charitable status as granted by the Kenya Revenue Service and which is or has agreed to become a Client of the SC Trading Network. SC Trading Network agrees to facilitate the donation by allocating Clients’ Vouchers, but the donation will be deemed to be from Client to the charity and Client shall have sole responsibility for ensuring any tax deductibility of the donation and the charitable status of the organization. SC Trading Network or the Client shall make the transfer of donated trade Vouchers upon written notification by Client stating the amount of the trade credits 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 Client.
11. LAWS AND REGULATIONS
Client shall abide by all applicable laws or regulations appropriate to the conduct of its business and any trading transaction and SC Trading Network shall not be responsible on the part of Client to comply. Client shall hold SC Trading Network harmless for any action SC Trading Network takes to comply with the applicable laws or regulations.
12. TIPS AND GRATUITIES
The buying Client shall pay all tips and gratuities in cash at point of purchase. SC Trading Network will not keep any record for tips and gratuities payments.
Seller shall charge the appropriate sales taxes or VAT in cash, and collect and record these on the invoice at the time of sale. SC does not collect sales taxes on members' behalf. Clients are advised that transactions involving SC Voucher are generally treated as taxable events for Kenya Revenue Authority and Local tax purposes. The declaration and reporting of all applicable Local, County and National taxes resulting from trade transaction rests solely with the Client. Client agrees to not hold SC Trading Network liable for any actions SC Trading Network takes to comply with Kenyan tax law.
14. ASSIGNMENT OF ACCOUNT
A Client’s account is not assignable or transferable to any person, third party or businesses without SC Trading Network express prior written consent. If clients/company assets/goods or services being used as security against any SC loaned are no longer available, sold, or the company itself is sold or merged with another company, SC Trading Network will withdraw the allocated SC Vouchers or call for repayment on demand (see clause 26 Termination). If a Client ceases trading for any reason, any goods or services that have been purchased which results in a Client having a balance in Vouchers less than their initial allotment (negative balance) remain secured to SC Trading Network until the negative balance has been reduced to zero. The SC Vouchers may not be advertised for sale without SC Trading Network express prior written consent.
15. FAIR PRICING
Client agrees to furnish all goods and services at Client’s normal prevailing prices. SC Trading Network reserves the right to investigate complaints of overpricing, i.e. where seller is charging a higher price for goods or services sold on SC Vouchers than normal terms. Violations may result in termination of Client’s account.
A Client can request in writing to SC Trading Network that their account be placed on ‘standby’ in the event that they wish to temporarily suspend trading within the network but not terminate their account. An account may be placed on standby under the following conditions: 1) Client account must have a positive trade credit balance (equal to or higher than their starting balance in SC Vouchers).
17. SUSPENSION OF TRADING PRIVILEGES
SC Trading Network reserves the right, at its sole discretion, to suspend the trading privileges of any Client who:
1) Commits fraud against SC Trading Network or any other Client. Fraud shall include furnishing false information to SC Trading Network in this agreement or SC Trading Network vouchers application, which Client warrants is accurate to the best of its knowledge.
2) Violates the terms of this Agreement or any other agreement with SC Trading Network.
3) Has outstanding cash fees due to SC Trading Network which are more than sixty (60) days past due.
4) Client who has a negative trade balance (purchases exceed sales), who does not promptly respond to requests from other clients purchase inquiries will be interpreted as a refusal to repay the trade credit loan.
5) Behaves in a manner that is detrimental to the SC Trading Network and/or fellow Clients. Such detrimental behaviour shall include abuses of the Client list, including spamming or the unauthorized release of Clients 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. SC Trading Network 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.
8) Ceases to be a Client in good standing in SC Trading Network.
9) Clients reputation rating as a buyer or seller does not meet minimum standard as set by SC Trading Network.
In the event of such suspension, SC Trading Network shall give written notice to Client and Client shall immediately cease the use of the trading 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 credit service fees outstanding become due and payable; transaction fees are non-refundable. If Client has a negative SC balance (purchases exceed sales) at the time of termination, Client must balance the account with trade credit within thirty (30) days of the termination date. If any negative trade balance remains after the thirty (30) day period, Client shall immediately pay SC Trading Network any remaining balance in cash. Failure to repay within the required time-scale will result in immediate legal proceedings being instigated to recover the debt in cash Kenyan Schillings (KSH) and any legal costs incurred. SC Trading Network reserves the right to transfer the debt to a Debt Collection Agency. If Client has a positive SC balance (sales exceed purchases) at the time of termination, Client may stay active for a period of thirty (30) days for the purpose of making purchase trades only until purchases equal sales by paying SC Trading Network in advance the cash service fees on the positive SC balance, until SC Vouchers are spent. Any positive SC Voucher balance not spent within thirty (30) days of termination shall be forfeited by Client and will be considered forfeited.
19. AMENDMENT OF TRADING PROCEDURES, POLICIES, RULES AND REGULATIONS
SC Trading Network may, in its sole discretion, change the Trading Procedures, Policies, Rules and Regulations and reserves the right to change the annual retainer fees and transaction fees from time to time by giving Client thirty (30) days prior written notice. Failure to give SC Trading Network written notice of rejection of such changes within such thirty (30) day period and engaging in purchase or sales transactions after such after thirty (30) day notice period shall be deemed as acceptance by Client of the new terms. All changes to this agreement must be in writing and must be signed by an authorized representative of SC Trading Network.
20. DISCLAIMER OF LIABILITY
SC Trading Network makes 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. Client does hereby indemnify and hold SC Trading Network harmless with respect to any claim, debt, or liability whatsoever, arising out of any transaction wherein Client is buyer or seller. Client acknowledges that any trade transaction in which it participates is strictly voluntary. Client further agrees to hold SC Trading Network harmless for any liability whatsoever arising out of the use, administration or operation of the trading network.
21. DISPUTES AND ARBITRATION
SC Trading Network is functioning in a trade coordinating capacity, and as a third party record keeper, is to be held harmless from any liability arising out of transactions between Clients. In the event of any dispute arising out of a transaction between Clients, the parties seeking resolution shall refer the dispute to binding arbitration under the rules of the Kenyan 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 or whoever has jurisdiction in the matter and entered into judgment.
Each and every term and provision and every last term and provision contained in these Trading Procedures, Policies, Rules and Regulations is severable from every other term and provision therein. 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 these Trading Rules and Regulations. The remainder shall remain valid, legal and enforceable and in full force and effect. In the event that legal action must be taken by SC Trading Network against a Client to enforce any provision of these Trading Procedures, Policies, Rules and Regulations, SC Trading Network shall be entitled to recover solicitor’s fees, costs and late fees of $20 per month from the date of default until payment.
Unless otherwise stipulated between the parties to this agreement, Client authorizes SC Trading Network to notify and advertise to other Clients the availability of Client’s products or services.
24. SPECIAL TRADE PROCEDURES
The following procedures apply to transactions involving special orders, construction jobs, service work, long term leases and other work-in-progress transactions: 1) Client should obtain a written estimate before authorizing work to begin. 2) Before starting, Client should obtain a deposit or down payment in Sarafu-Credit, with an online or SMS confirmation and authorization number, or with a physical trade voucher (if one is used) in the same manner as a cash transaction.
25. CONFIDENTIALITY AND NON-DISCLOSURE
Client acknowledges that, as a Client of the SC Trading Network, it will have access to information and materials that are confidential and proprietary to SC Trading Network or other Clients of the network. Client agrees not to disclose information about the credit-clearing software, Client account data, Client contact data, Clients list or Clients’ email addresses to any person or entity except to other Clients or those specifically authorized by SC Trading Network to have access to this information. Client also agrees to take reasonable precautions to safeguard the confidentiality and security of such information.
26. JOINT AND SEPARATE LIABILITY
If this application is accepted and an account is opened for the Client in SC Trading Network, the Client and the individual signing for the Client hereby assume joint and separate responsibility for all purchases and fees as outlined in this agreement.
In the event that SC Trading Network terminates or otherwise ceases to do business, all Clients in a negative trade position will pay amounts they owe in cash (one trade Voucher being equal to one Kenyan Shillings) into a fund. The fund, less expenses, plus any SC Trading Network inventory will be distributed pro rata to all Clients who are in a positive trade position. Thus, all Clients in a positive position will receive cash and/or goods for their trade dollars to the extent that the funds permit. SC Trading Network shall not be liable to any Client’s cash or trade Vouchers beyond the distribution of such funds as aforesaid. Cessation of the SC Trading Network’s operations does not release any Client from liability to make any payment due to SC Trading Network at the time the SC Trading Network ’s operations cease.
In the event of any legal disputes arising from these Trading Procedures, Policies, Rules and Regulations the Laws of Kenya shall apply. All transactions using SC Vouchers should be considered as barter trade.
1. Central Bank of Kenya Act Cap 491 - S.21 states that : "All monetary obligations or transactions entered into or made in Kenya shall be deemed to be expressed and recorded, and shall be settled, in Kenya currency unless otherwise provided for by law or agreed upon between the parties"
The highlighted part in section 21 above gives parties in a transaction the leeway to decide what "currency" to use when transacting Consequently , it is my belief that one can chose to use Kenyan currency , Foreign currency or barter for goods /services so long as the parties are in agreement.
2. Interpretation and General Provisions Act Cap 2 - S.3: This Act defines the word sell as follows : “sell” includes barter, exchange and offer to sell or expose for sale.."
From this and other statutes examined , barter trade is envisaged as part of normal trading .i.e. a normal buying and selling transaction in the Kenyan market.
None of the Statutes reviewed expressly prohibits or deems barter trade as an illegal activity
Conclusion: Barter Trade is a legal method of transacting between parties . In my view therefore, an illegality will only arise where the Foundation attempts to counterfeit currency - which is an offense with very steep penalties under Kenyan law ( See Penal Code - Cap 63). Also note that usage of Bangla-Pesa an example SC Voucher was deemed not illegal under the CBK or KRA act by the office of the D.P.P. See his comments here.
29. CLIENT ACKNOWLEDGMENTS AND WARRANTY
Client acknowledges that they have read the currently effective Trading Procedures, Policies, Rules and Regulations, and that such Rules and Regulations may be changed by SC Trading Network from time to time in accordance with these Trading Procedures, Policies, Rules and Regulations. Client warrants that it provided all information to SC Trading Network in good faith and that such information is accurate to the best of its knowledge.
30. COMMITMENTS AND REPRESENTATIONS
SC Trading Network is only responsible for any commitments and representations made in writing by a duly authorized officer. Brokers, agents, or employees of SC Trading Network have no right to bind SC Trading Network to any obligation or representation whatsoever without such written authorization.