1. Agreement

This Trader’s Agreement (hereafter referred to as Agreement) is made by and between RECIPRO Trade Exchange Ltd. (hereafter referred to as RECIPRO), a company incorporated in the United Kingdom and the corporate organization or legal entity (hereafter referred to as Trader) that desires to conduct international barter trade activities. It describes the applicable terms and conditions as follows:

• By completing the Registration Form and clicking the Create Our Account button, the Trader agrees to use the services provided by RECIPRO and indicates its consent to be bound by this Agreement.


• RECIPRO may amend this Agreement at any time at its sole discretion by posting of the amendment on its website and takes effect after ten (10) days from the date of its posting.


• Any transaction committed by Trader after ten (10) days of posting of any amendment of the terms and conditions of this Agreement on its website shall constitute acceptance of this Agreement by Member.

2. Definitions

The following expressions, unless otherwise noted, shall bear interpretations as mentioned below:

• Trader’s Agreement: This Trader’s Agreement includes Confidentiality Agreement referred to herein and are hereby incorporated herein by this reference.


• Applicable Law : The laws of England and Wales.


• Authorized Signatory: Person or persons who have been granted requisite authority to act as signatory or signatories to any document related to a trade on behalf of Trader.


• Trader: It is the corporate or legal entity which has entered this Agreement to conduct barter trade activities.


• Barter Trade Contract: It is a contract entered by and between traders registered with RECIPRO to conduct international barter trade.


• Working Day: The day businesses are open for operations.


• Ubuntu Scrip: It is a barter trade scrip issued by RECIPRO which indicates the value of a credit sum due to an exporter by an importer as per the relevant barter trade contract entered by them. It expires upon usage by the exporter to obtain compensatory goods from his importer. It is transferable within the traders’ nations and is subject to the prevailing regulations of nations.

3. Trader’s Responsibilities

Trader’s Responsibilities include:

• To adhere to established international trade practices when conducting barter trade transactions.


• To provide accurate information for verification purposes, if required.

4. UBUNTU Scrip

RECIPRO shall issue barter trade scrips known as the UBUNTU. They are not sold directly to traders but can be obtained through exchange of goods as per barter trade contracts entered. Its transferable for cash or goods within countries and expires upon completion of the relevant barter trade contract.

5. Legal Product

The following items may not be offered for sale to traders.

• Items that infringe on any third-party rights.


• Weaponry, drugs, pornography and other products that are strictly prohibited by nations.

6. Advertising and Promotions

Trader authorizes RECIPRO to advertise and promote Trader’s’ products in any media or exhibitions worldwide.

7. Trade Consultants

Trade Consultants shall be appointed by RECIPRO who shall assist the Trader in structuring trade deals, whenever necessary.

8. Invoices

• For every transaction, RECIPRO shall raise an invoice against the Trader as service charges upon receipt of a Barter Trade Contract and the relevant government approval letter for its execution.
• Upon execution of a Barter Trade Contract, the Trader shall make the payment for the invoice to RECIPRO by bank transfer or any other means.
• The amount of service charges shall be determined by RECIPRO before the signing of a Barter Trade Contract.
• All invoices raised by RECIPRO are payable within thirty days from the date of the invoice.
• Late payments of service charges shall attract interest rates, at the discretion of RECIPRO.
• All invoices issued are deemed accurate and correct unless discrepancies, if any, are notified by Trader within fourteen (14) days from the date of the invoice.

9. Suspension And Termination Of Trader’s Agreement

RECIPRO may suspend or terminate this Trader’s Agreement without any compensation or whatsoever, if any of the following occurs:

• Trader breaches any of the terms of this Agreement and the Confidentiality Agreement.
• RECIPRO is unable to verify any critical information provided to it by Trader.
• If it is deemed that Trader’s actions may cause liabilities to RECIPRO.
• If Trader has any unsettled claims, invoices, disputes or other issues with RECIPRO.

10. Cancellation of Agreement

Either RECIPRO or Trader may cancel this Trader’s Agreement at any time by giving a written thirty (30) days’ notice.

11. Fulfillment of Barter Trade Contract and Trader’s Obligations

All obligations under these terms and conditions shall survive the termination or cancellation of this Agreement.

In the event of termination of this Agreement, RECIPRO shall undertake the following actions:

• demand for completion of unfulfilled Barter Trade Contracts unless the affected traders agree otherwise.
• demand for immediate settlement of all outstanding amounts owing to RECIPRO for services rendered.

12. No Refund of Service Charges

RECIPRO shall not refund any service charge paid for unfulfilled Barter Trade Contracts due to a default caused by the Trader.

13. Exclusion of Liabilities

The Trader acknowledges that the sole principals in any trade are the parties to a Barter Trade Contract. RECIPRO is not the agent of any of party or the guarantor of any transaction, except for transactions that are especially specified.

Trader agrees that RECIPRO shall not be held liable for any direct, indirect, incidental, special, consequential or exemplary damages including but not limited to damages for loss of profits, goodwill, use of data or other intangible losses resulting from the:

• Breach of any Barter Trade Contract entered between traders.
• Infringement of any third- party rights.

14. Change in Provision of Services

RECIPRO may change any aspect of its services at any time by giving a ten days’ notice of such change on its website.

15. Cessation of Business Operations

In the event RECIPRO ceases its operations, for whatever reason, a notification to the effect shall be posted on its website at least three months prior to such event.

16. Resolution of Disputes

• All disputes arising in connection with this Agreement and barter trade contracts shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed by RECIPRO.
• An arbitration clause does not prevent any party from requesting interim or conservatory measures from the courts.
• Either RECIPRO or Trader may cancel this Trader’s Agreement at any time by giving a written thirty (30) days’ notice.

17. Notices

• Service of Notice: Any notice given pursuant to this Agreement shall be deemed valid if delivered personally, by email, facsimile transmission, registered post or courier to the Trader as per the registered address, email address or telephone numbers registered with RECIPRO.
• Time of Service: Any notice given pursuant to this Agreement shall deemed valid, when given personally, from the time of delivery; upon successful transmission of notice if sent by email or facsimile; if posted or sent by courier, when it is received on a working day.

18. Jurisdiction and Applicable Law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) s hall be governed by and construed in accordance with the laws of England and Wales.

RECIPRO retains the right to bring proceedings against the Trader for breach of these terms and conditions in the Trader’s country of residence or any other relevant country. Thirty (30) days written notice shall be provided to Trader on such proceedings.

19. General

The failure or delay in expressing any right will not operate as waiver of that right nor shall the partial exercise of any right preclude any other or further exercise of any right. Remedies available to RECIPRO are cumulative and are not exclusive of any remedies provided by law. Every term contained in this Agreement is severable from every other herein. If any term should be judged unenforceable, it shall not affect the enforceability of other terms outlined herein. The Trader agrees that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the services or the Agreement must be filed within three months after such claims or cause of action arose or be forever barred.

20. Entire Agreement

This Agreement, inclusive of those documents incorporated herein by reference, contains the complete and final statement of the understanding of the parties with respect to the subject matter herein. It supersedes any and all prior or contemporaneous negotiations, agreement or communications whether written or oral between the parties with respect to the subject matter of this Agreement.