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Terms & Conditions of Use

| AUGUST 2021 |

This is a legal agreement (“Agreement”) between you and Believe It Group (“Company”, “Service”, “we”, “us”, “our” or “us”). By using our website, located at https://www. baxnetwork.com (“Website”), our mobile application and/or other services we provide (collectively, “BAX”), or otherwise accessing the BAX pages, you become a user and agree to and are bound by the terms and conditions of this Agreement for as long as you continue to use the Site or Services. IF YOU DISAGREE TO BE BOUND BY THIS AGREEMENT, DO NOT USE THE SITE OR THE SERVICES. Your use of or participation in certain Services may be subject to additional terms, and such terms will be listed in this Agreement or presented to you for your acceptance when you register to use such Services.

 

This Agreement is subject to change by BAX in its sole discretion at any time, with or without notice. Your continued use of this Site or the Services following the posting of revisions to this Agreement will constitute your acceptance of such modifications. Please refer to the end of this Agreement to determine when the Agreement was last modified.

 

Likewise, the BAX trademark and the domain WWW. BAXNETWORK.COM is owned by BELIEVE IT GROUP.

 

The use of BAX confers the user’s status, which is understood as an individual or legal entity, including unincorporated entities, accessing BAX.

 

Any User registered with BAX shall become a SYSTEM Member owned by BAX. At the moment of “ACCEPTING” the General Conditions, the Member shall be contractually bound with BAX. The use by the User of the BAX portal implies that they accept and expressly adheres without reservation to these General Conditions of Use and privacy policy or to those published from time to time.

 

CONDITIONS OF ACCESS AND USE OF BAX.

 

1.1. Purpose

BAX is a creative SYSTEM open to other forms of business relationships. It is a non-bank business financing platform, articulated as a commercial credit with repayment in kind. Member companies operating within BAX make up the SYSTEM.

BAX is an intermediary system and business club through which local companies, SMEs, traders, and professionals can increase their turnover through a new marketing concept.

The objective of the SISTEMA is based on creating productive chains to finance purchases and increase sales, thus boosting the growth of the companies.

 

BAX brings companies and traders closer together and thus creates a unique link between them.  This link is made possible by an internal exchange unit, BAX, whose value is identical to that of the American dollar. Thanks to this internal exchange unit, companies and traders are immediately motivated to purchase from colleagues who are members of the BAX system.  BAX is only valid within the BAX member network.  BAX can only be redeemed for goods or services offered by BAX members at the regular market price. BAX members can only use BAX.  Outside the BAX network, the BAX has no value.

To motivate individuals to buy from merchants of the BAX network, the BAX system markets several products, such as the BAX payment and savings card and the BAX gift voucher.  Individuals can open a free BAX account with the payment card without becoming a BAX member.  To comply with tax laws and avoid fraud, members of the BAX merchant may not use the BAX gift card and account for other purposes.

1.1.1 Cost and investment analysis. To ensure that the BAX concept works, it is essential to respect the following conditions:

The Member must actively deploy the System within his company.

BAX recommends that a maximum of 10% of total turnover be achieved through the BAX system.

 

1.2. Access

1.2.1. To access the BAX portal, it will be necessary for the User to register. This registration shall be FREE OF CHARGE and shall be carried out in the manner expressly indicated in the service itself by entering the data requested in each case.

1.2.2. Before the start of operations, BAX shall validate each Member by the means it deems appropriate to verify its legal personality and the existence of the real and operative business or professional activity. The User shall be obliged to submit to BAX such documentation as BAX deems appropriate to carry out such validation.

1.2.3. The User is responsible for the truthfulness and accuracy of the data provided when registering.

1.2.4. Upon registration, the User will create an account that a user name or e-mail address will access and a password chosen by the User. BAX will not disclose the password to third parties, nor will it ever ask the User for their password.

1.2.5. When the User registers on behalf of a company, the User declares to be the administrator or legal representative of the same and shall prove it to BAX in a reliable manner.

1.2.6. The validation of the User implies the automatic granting of commercial credit to operate in BAX under the conditions of the SYSTEM itself and therefore automatically becomes a Member of the SYSTEM.

1.2.7. BAX reserves the right to extend Members’ privileges at any given time in exchange for remuneration or subscription to a Premium Account.

1.3. Use of BAX

The Member undertakes to use the BAX portal and all its content by the provisions of these General Terms and Conditions and in compliance with the law, morality, and public order.

Likewise, the User undertakes not to use the portal for illicit or criminal purposes that infringe the rights of third parties and that violate any other applicable legal regulations.

The Member acknowledges and accepts that the use of the contents and services offered by BAX shall be at its sole risk and responsibility.

 

The Member undertakes to:

  • Provide correct and accurate data in your profile.
  • Communicate to BAX the modification of your data to keep it updated.
  • Not to act falsely and without power of attorney in the name and on behalf of other individuals or legal entities.
  • Not to disseminate, transmit or make available to third parties through BAX any type of information, element, or content that violates the fundamental rights and public freedoms recognized constitutionally and in international treaties.
  • Respect the applicable laws when using the BAX portal.
  • Do not impersonate other Members by using their registration keys when accessing BAX.
  • Not to introduce or disseminate any inaccurate, false or ambiguous information and content in such a way as to mislead the recipients of the data.
  • Not to disseminate, transmit or make available to third parties any information, element, or content that involves a violation of the current Personal Data Protection Law.
  • Not to engage in practices that constitute unfair competition and to respect the average market prices of the products and services advertised on BAX.
  • Sell on BAX at the same price as outside BAX, not inflating your prices in your sales through the platform.
  • To have responsible participation and business seriousness, complying scrupulously with the commitments assumed with the other Members and the obligations outlined in these General Conditions.

 

Intellectual and industrial property

The BAX SYSTEM, all its contents, the information and materials contained therein, the structure, selection, arrangement, and presentation of its contents, and the computer programs used in connection in addition to that are protected by intellectual and industrial property rights owned by BAX or third parties.

Unless authorized by BAX or, as the case may be, by the third parties holding the corresponding rights, or unless it is legally permitted, the User may not reproduce, transform, modify, disassemble, reverse engineer, distribute, rent, lend, make available or allow access to the public through any means of public communication of any of the elements referred to in the preceding paragraph.

In particular, it is strictly prohibited:

The use of texts, images, advertisements, and any other element included in this website for subsequent inclusion, in whole or in part, in other non-BAX websites without prior written authorization from BAX.

The removal of signs identifying industrial property rights or any other C or third parties appears on the portal.

The manipulation of any technical devices established by BAX, or by third parties, either in the BAX portal, in any of the materials, elements, or information obtained through the same, for the protection of their rights.

 

SYSTEM PERFORMANCE

 

BAX acts as a transparent SYSTEM, granting commercial credit to its member companies. According to the operations carried out, this credit is given and backed by the group of Member companies and is continuously redistributed among them. The credit is repaid in kind through the sale of products and/or services. The overall credit granted is the sum of the credits granted to the Members.

A Glossary of Terms is included in ANNEX III of these General Conditions for a better understanding of the System’s operation.

 

2.1. Member Companies

BAX is a SYSTEM integrated by a group of Members (companies and freelancers) in continuous expansion, which interact in practice as a large market. Each registered User may participate on behalf of a single company or as an independent professional and may not participate in both ways simultaneously, nor on behalf of two or more companies. In case of participation on behalf of several companies, a Member must register for each of them.

 

2.2. Credit Limit

There is an initial credit limit that the SYSTEM grants to each Member.

The User’s validation implies the automatic granting of commercial credit to operate on BAX. The Member’s sales capacity must back the credit given, this being understood as the total merchandise that can be sold or the complete services rendered. The Member’s credit shall at all times be equal to the maximum historical balance of its current account, provided that this is greater than the initial credit granted.

Trade credit limits may vary. Credit increases are automatically granted to those Members who have previously been able to deliver goods or services to other Members over their initial sales commitment.

 

The SYSTEM, prior Agreement with the Member, may validate certain users with “0” initial credit. Likewise, the Member who enters the SYSTEM with initial credit “0”, at the moment of selling goods or services to other Members and when the total of sales made reaches the amount of 1000 DOLLARS, will have a credit equal to the maximum balance of its current account from that moment on.

 

BAX reserves the right to modify the credit limit existing at any time, with prior notice to the affected Member, to guarantee the security and stability of the SYSTEM.

The initial credit limits granted to Members shall be those published at any given time in ANNEX II of these General Terms and Conditions. In case of error or contradiction in the publication of such limits, the credit limits published on the most recent date shall be considered.

The refinancing of the initial credit will be automatic. Once the Member has repaid (through its sales) the credit drawn down, it will be able to automatically draw down again the same amount of credit assigned to it at the time of entering the System.

 

2.3. Initial Sales Limit and Sales Commitment

Initial Sales Limit means the amount that a Member is obliged to sell when it joins the System and is assigned a credit.

We understand by Sales Commitment the amount that a Member is obliged to sell at a given time. The Sales Commitment is calculated by subtracting the Member’s current account balance from the initial sales limit and any orders that the Member may have a pending collection.

The delivery of goods or services shall be obligatory provided that the buyer has sufficient ability to pay.

 

At the time of credit allocation

The initial sales commitment will be 100% of the assigned credit.

The commission to be paid for the transactions shall be stipulated at each moment in ANNEX I of these General Conditions.

 

BAX reserves the right to increase the purchasing capacity available to a Member. BAX also reserves the right to restrict a Member’s ability to choose the form of repayment of the assigned credit.

 

2.4. Search for products or companies

The SYSTEM makes it possible to locate other members, customers, or suppliers, who have agreed to participate in BAX. Once the contact is facilitated, the operations are standard for companies: commercial information, quotation, order, delivery of products or services, invoicing, and payment.

BAX has a powerful search engine that allows you to quickly locate a product or a company and even define additional location parameters.

 

2.5. Ordering

At the moment of the order to realize a sale or service, it is obligatory to realize an ORDER by the buyer, which the Seller will accept. The orders are public and offer an idea of the operations carried out in the SYSTEM for greater security.

 

THE ORDERING PROCESS IS SIMPLE:

  • PHASE 1: Buying Member sends the ORDER to the Selling Member: the order will become “PENDING ACCEPTANCE.”
  • PHASE 2: SELLER MEMBER ACCEPTS OR CORRECTS THE ORDER: If accepted, the order will go to “IN PROCESS.” If correct, the order will go to “PDTE. ACCEPT CORRECTION.”
  • PHASE 3: Buyer member receives goods or services and proceeds to PAY the order and VALUE THE TRANSACTION: The order will become “PENDING FOR PAYMENT” for the Seller and “FINISHED” for the buyer.
  • PHASE 4: SELLING MEMBER MAKES THE PAYMENT AND VALUES THE TRANSACTION: the order will become “FINISHED” for both Members.
  • Likewise, between STAGES 1 and 2, the purchasing Member may delete the order, specifying the reason for deletion.
  • When a seller who receives an order wishes to modify any concept or amount, he may do so without placing a new order. The correction will be automatically sent to the buying Member who can accept it or delete the order. An order can only be corrected while it is in the “PENDING ACCEPTANCE” phase, and an order already “IN PROCESS” can never be updated.
  • BAX provides its Members with an automated quotation communication system called “INBOX.”

 

2.6. Current account management

Each Member has its current account at BAX, from which it can control the payments made and the collections received. This account is public and may be consulted by any other Member. This information will allow the other Members:

Assess the credibility of the buyer.

Observe your ability to pay.

See your operating volume and involvement with the SYSTEM.

Consult the rating that Members give you by rating the seriousness of your transactions.

In this sense, by the mere acceptance of these General Conditions, the Member consents to advertise their account within BAX, and the personal data and other data related to the transactions carried out through the same.

BAX reserves the right to vary the criteria for advertising on BAX and not to show all or part of the data and operations of any or all Members.

 

2.7. Payments and Collections

PAYMENT is made the same way as bank transfers made from a financial institution but the current account of BAX. Once the payment is ordered, the SYSTEM will debit the amount from the buyer’s account and credit the Seller’s account with the balance in BAX.

The Buying Member is obliged to make the payment order upon receipt of the goods or completion of the service received and value the transaction.

The selling Member is obliged to accept such payment and to value the transaction. If a payment is pending acceptance for more than five days, the system will automatically take it to ensure proper functioning.

The SYSTEM will automatically generate a payment receipt available to the buyer and a collection DETAIL available to the Seller. Said details shall reflect the details and amounts of the sale and shall be proof of the payment made. In this sense, the Members accept the validity and efficacy of said details received as proof of payment without filing any claim for this concept.

 

2.8. Automatic amortization of debts

When transactions are carried out above the credit limits of the SYSTEM, subject to acceptance by the Seller, debts are generated between Members (amounts pending payment), which are recorded in the account Debts and receivables. For the debtor company, debt is recorded, and for the creditor company, a receivable is recorded.

BAX is automatically in charge of canceling these debts, in order of seniority, transferring funds in BAX from the debtor company’s account to the creditor companies’ accounts. The former receives new income until the debts are paid in full.

 

2.9. Rights and obligations of Members

2.9.1. Each Member is obligated to:

  1. A) To deliver the goods or perform the services inherent to its activity to one or more requesting companies, provided that these four conditions are met:

There is a firm order placed through BAX by a purchaser. In the case of services rendered on the occasion of an ongoing business relationship, both parties may agree to place the order either retrospectively, after the services have been rendered, or regularly.

That it is a good or service susceptible of being sold or rendered by the Seller.

That the purchasing company has sufficient payment capacity.

– That the amount of the order does not exceed the Seller’s sales commitment.

The goods proper to the activity shall be understood as those that the Seller has available to the public on a general and regular basis, not being sold through BAX exclusively selected, discontinued, or surplus stock products.

Transport costs or other conditions of delivery of the goods shall be agreed upon between Buyer and Seller. BAX will not intervene in the negotiation of these concepts, nor will it be responsible for their non-compliance.

  1. B) To advertise any product or service likely to be sold or provided and keep such information rigorously updated. Advertising a product is available does not exempt the Seller from fulfilling orders for any product requested from among its activity. The Seller has available in BAX access to a catalog of products and/or services, will be considered advertised and, therefore, susceptible to acquiring in BAX all products and/or services contained in that catalog.

If the Seller cannot meet the number of units ordered, it may offer articles of similar characteristics to the buyer. In case of being accepted by the buyer the sale will be formalized. On the other hand, if the buyer does not accept, the deal may be terminated legitimately by mutual Agreement, being the Seller has to proceed to cancel the order.

  1. C) Make the payment order upon receipt of the good or upon completion of the service received.
  2. D) Vote for each operation and make personalized comments regarding the performance of each company in the operations in which it participates.

 

2.9.2. Each Member shall be entitled to:

  1. A) Require the delivery of goods and the rendering of services to any Member active in BAX, up to certain limits, to make use of the commercial credit granted by the SYSTEM, without the need for any type of justification.
  2. B) To access the professional/business profiles of all Members, to select suppliers or customers, to search for information about their products/services, to contact them, and to be able to carry out the commercial transactions or business that it deems appropriate.
  3. C) To consult the history of commercial transactions and payments made by any Member, without prejudice to BAX’s right to vary the criteria for publicizing Members’ data and their operations in BAX.
  4. D) View the average rating, from 1 to 5, that any Member has received in the course of its trading, from other Members, acting as both buyer and Seller as well as to view the comments (positive and negative) that any Member has received from other Members, through its historical trading.
  5. E) To have a personalized advisor to resolve doubts and receive advice on the operation of BAX, without prejudice that BAX may extend the powers of the advisor to the Member in exchange for remuneration or subscription to a Premium account, if applicable.

 

2.10. Commissions and Affiliation

2.10.1. Accrual of commissions

For each transaction formalized between Members, whether purchase or sale of goods or rendering of services, a commission in Colombian pesos shall be generated in favor of BAX for each of the Members in the transaction and which shall coincide with the percentage detailed at each moment in ANNEX I of these General Conditions.

In the event of termination of transactions between the two parties, either by the dispute or by mutual agreement, the commission will not be refunded except in cases so agreed by BAX.

2.10.1.2 36. Membership is free for the first year. After the first year of membership, each Member is charged a fixed annual fee of USD 150 (VAT included). 

 

 

2.10.2. form of payment

When formalizing the first transaction by a Member, either as buyer or Seller, they shall be obliged to deposit a balance of commissions on account of future commissions using a credit card, which they may leave registered in BAX or by bank transfer. From this balance will be deducted the commissions generated by the operations formalized in the SYSTEM. It will be understood that the operation will be formalized for the buyer and the Seller when the Seller accepts the order.

The minimum amount of the deposit to be made shall be USD 100. The Member may make a customized deposit according to the volume of its operations, always respecting the minimum amount of USD 100.

The above amounts shall be inclusive of VAT or equivalent tax. Each commission income by the Member shall generate an invoice.

When the Member does not have a sufficient balance for the payment of the commissions, it will have to renew it using the payment of the minimum amounts required in the previous paragraph or, failing that; they will be charged to the registered credit card.

BAX reserves the right to promote a particular Member or make personalized offers to that Member’s account.

The Member may request the withdrawal of the undrawn balance in case of cancellation or expulsion from the System, once the commissions for the formalized operations have been deducted from the same and provided that the User does not maintain a debt with the System itself derived from its operation or with BAX, which will be automatically deducted from the remaining balance. The refund of said balance will be reimbursed within approximately thirty calendar days from the date of the request; the amount to be refunded will be reduced by the bank transfer costs, which the Member will assume.

Likewise, the amounts obtained by the Member as a result of any promotion will not be reimbursed in any case.

 

2.11. Non-compliance with obligations and consequences

  1. A) In all cases of breach of the general conditions by members, BAX reserves the right to remove any user’s credit and automatically expel it from the SYSTEM without prejudice to exercise the appropriate extrajudicial or judicial actions in claim for damages suffered by the SYSTEM.

Our System respects all its Members. We do not condition their exit from the System, but given its purpose: the good of all its Members, in fair balance, it is necessary to compensate the System when a Member leaves the System with a negative balance. Easy to understand: we have used the credit, but we have not paid it back, which will generate a personal benefit for the Member who leaves the System to the detriment of the others.

With the acceptance of these conditions, each Member that accepts them recognizes the right to claim the said negative balance by the System embodied in BAX that represents it, assigning with the acceptance of these conditions to BAX the commercial credit that it holds for its claim against the Member that upon leaving the System shows a negative balance, being sufficient for this purpose:

– 1st – A certification from BAX of the amount of the balance of the Member leaving the System.

– 2nd – The communication to the Member that is leaving by any means that provides evidence of the existence of such balance.

In addition, it is agreed as a penalty clause between BELIEVE IT GROUP and the Member who leaves the System with a negative balance, that if the Member does not regularize his situation within fifteen days after leaving the System, turning the negative balance of his account into a zero balance, BAX shall be entitled to claim the amount equivalent to the negative balance of the account of the Member who leaves the System, is sufficient for this purpose a certification from BELIEVE IT GROUP of the amount of the balance remaining to the Member upon leaving the System.

Likewise, suppose the Member who has left the System with a negative balance does not regularize his account within fifteen (15) days after leaving the System. In that case, BELIEVE IT GROUP reserves the right to report him to the credit bureaus for the amount owed.

  1. B) If a Member leaves the SYSTEM after having drawn down all or part of the initial credit granted, leaving its account in a debit position, thus causing an accounting loss to the SYSTEM, the penalty clause provided for in paragraph 2.11. A) shall come into play.

A and 2.11.B, by accepting these conditions of use, the administrator(s) of the Member company accepts that he/she/they will be personally liable for any debt that his/her/their company has with BELIEVE IT GROUP and BAX may claim it directly from him/her/them at the same time that it claims the debt from the registered company.

  1. D) If once the goods have been received or any service has been rendered, the buyer does not make the corresponding payment:

Both Members shall attempt to settle the dispute by their means and in an amicable manner, and only if they fail to do so, the Seller shall inform BAX. BAX reserves the right to automatically generate the payment by clearing the buyer and Seller accounts once the relevant checks have been carried out.

  1. E) If once the order has been formalized, the Seller withdraws from the sale or does not deliver the goods or services without cause.

Both Members shall attempt to settle the dispute by their means and in an amicable manner, and only if they fail to do so, the buyer shall inform BAX.

BAX reserves the right to cancel or cancel the order or take any decision it deems appropriate concerning any of the parties.

 

2.12. Return of products or dissatisfaction with services rendered In the event of a return of a product or dissatisfaction with a service rendered, the buyer and Seller shall agree on the conditions of recovery, if any.

If both parties agree to return a product or terminate a service contract, they must inform BAX to rectify or delete the corresponding order.

In any case, BAX reserves the right to take appropriate measures, including expulsion from the SYSTEM, against the Member who, in the opinion of BAX, has incurred in any breach of these general conditions.

 

 

2.13. Conflict Resolution

2.13.1. BAX has a Dispute Resolution Center that will mediate if the buyer and Seller do not agree on all matters relating to the rights and obligations arising from the mechanics and operation of the SYSTEM.

By accepting these general terms and conditions, Members expressly adhere to the BAX Dispute Resolution system and abide by the resolution issued, which shall be binding and published as soon as possible. BAX may not rule on disputes containing claims for damages or any other concept not related to the rights and obligations arising from the mechanics and operation of the SYSTEM.

After contacting the Dispute Resolution Center, BAX will contact the other Member in dispute to provide its version of events.

BAX reserves the right to exercise the appropriate actions and the right of exclusion contained in the fourth clause of these general conditions against the User or Member who has breached its obligations or has caused severe damage to the SYSTEM.

 

2.13.2. Cases excluded from the Conflict Resolution Center: The

following cases may not be submitted to mediation by the Conflict Resolution Center:

Lack of Agreement on the quality or characteristics of the goods sold or services rendered.

Lack of Agreement on the cost or method of transport of the items ordered.

Lack of Agreement on the conditions of sale or once the order has been accepted or on the conditions of return of the Seller in case of dissatisfaction by the buyer.

Failure to agree on any other aspect of the transaction that is not related to the mechanics or operation of the System, its rights, and obligations.

 

2.13.3. Contact with the Conflict Resolution Center.

Any Member may contact the Dispute Resolution Center at the e-mail address [email protected]

 

2.14. LINKED CARDS (BAX CARD)

 

These are the covered cards belonging to those users who have no credit or sales commitment and must be associated with at least one “full” Member of BAX.  This Member shall transfer a purchase balance from its credit or current account in BAX to the linked User to make purchases in the System.

 

The linked card will be created by each Member who will register as many Linked Users as their balance allows.

 

The Linked User:

 

You will have full access to all BAX Members making purchases with your BAX balance throughout the network.

Your data will not be visible in searches performed by other Members.

Your ability to pay will only vary according to the balance transfers to your account and the purchases you make.

The Linked User will not pay commissions for the purchases they make. The Seller participating in the transaction with a Linked User will pay the corresponding commission for the sale.

 

The Linked User will not be part of the System, even though they may later request the opening of their BAX account and access to credit, provided that they are a company or self-employed. In this case:

 

The Linked User will be able to use his card until his balance is exhausted. Once the balance is finished, the account of the Linked User will be deactivated.

As long as you have your covered card active, you will not receive transfers from other System Members.

 

The activation of a card as a Linked User shall imply accepting these General Terms and Conditions in all relevant aspects.

 

 

  1. EXCLUSION OF WARRANTIES. LIABILITY

 

3.1. Availability and continuity of the BAX portal

BAX shall not be liable for any damages caused to the User or Member due to the unavailability, access failures, and lack of continuity of the BAX portal.

BAX does not previously control and guarantee the absence of viruses and other elements in the Contents and services provided by third parties through BAX that may introduce alterations in the computer SYSTEM, electronic documents, or files of the users.

 

3.2. BAX Contents

BAX shall be solely and exclusively liable for the Services it provides itself and for the contents directly originated by BAX, except in cases of force majeure or if the configuration of the User’s equipment is not adequate to allow the correct use of the Internet services provided by BAX.

In any case, the User or Member expressly accepts that the possible liability of BAX for all concepts shall be limited to the maximum amount of the amounts received directly from the User or Member by BAX, through BAX, excluding, in any case, any other type of liability for indirect damages or loss of profit.

 

3.3. Third-party content and services

BAX does not make it’s own the contents, data communications, files, and documentation provided and any information of third parties, legal or natural persons, collected in BAX, not guaranteeing the legality, reliability, usefulness, truthfulness, accuracy, completeness, and timeliness of such content and information.

BAX shall not be liable, either indirectly or subsidiarily, for damages of any nature arising from the use and contracting of the Contents and Services of third parties in BAX as well as for the lack of legality, reliability, usefulness, truthfulness, accuracy, completeness and timeliness of the same.

BAX shall not be liable for forwarding, associations, or links to other Web pages that may be accessed from BAX, not guaranteeing at any time their content, nor shall it be liable, directly or indirectly, for any damages caused by access to such links.

 

3.4. Contracting with third parties through BAX

The User acknowledges and accepts that any contractual or extra-contractual relationship that, if any, Members may enter into among themselves or with third parties contacted through BAX, as well as their participation in the purchase and sale of goods or services, are understood to be solely and exclusively between the Members and/or third parties. Consequently, the User or Member agrees that BAX is not involved in, and shall not be liable in any way for any damages of any nature caused because of its negotiations, conversations, and/or contractual or extra-contractual relations with the other Users, Members, or third parties contacted through BAX, releasing BAX, its agents and employees from any litigation, claim or liability of any kind, related to or arising from the relations mentioned above.

Correspondence and transactions between Members and the delivery of products or provision of services, their conditions, guarantees associated with them, and the payment of taxes derived from the transactions shall be carried out solely and exclusively between them without the intervention of BAX.

However, BAX shall ensure the proper compliance by Users and Members with these general terms and conditions and the legislation in force to guarantee the security of transactions. Likewise, it shall collaborate with the competent authorities, denouncing any illegal content or activity it becomes aware of.

 

 

SYSTEM DEREGISTRATION

 

4.1. Causes

The termination of a Member’s membership in the SYSTEM may occur for the following reasons:

  1. A) At the will of the Member:

The Member may unsubscribe at any time.

  1. B) At the will of BAX in the following cases:

Failure of the Member to comply with these terms and conditions.

Complaints from other Members as well as the accumulation of negative votes on your account.

Loss by the Member of the validation requirements demanded by BAX to enjoy such status.

Non-payment of commissions accrued in favor of BAX.

Misuse or obstruction of the SYSTEM and passivity of the Member aimed at not selling its products or services on the SYSTEM.

Unjustified refusal of orders with a sales commission.

Bad faith in the use of the SYSTEM, being understood as lousy faith, operating with the deliberate intention of not repaying the credit granted.

For having temporarily or definitively ceased its activity or having entered into bankruptcy law.

Any other cause that, in the opinion of BAX, is deserving of expulsion for violating the stability of the System, the interests of the members as a whole, or these terms and conditions.

 

4.2. Consequences of the discharge

In all the above cases, if the balance is more significant than zero at the time of the cancellation, it will be lost, remaining in favor of the SYSTEM itself. If the balance is less than zero at the time of cancellation, the Member may not cancel without paying to BAX the equivalent in AMERICAN DOLLARS of the amounts owed. In the latter case, if the Member does not pay such an amount, BAX shall proceed in accordance with the provisions of clause 2.11 A) of these general conditions.

If such an amount is recovered, it will be returned to the System and translated into a discount to be applied equitably and proportionally on the commissions paid by the Members.

 

Right of exclusion

 

BAX reserves the right to deny or withdraw access to BAX and the services offered, without prior notice at its request or the request of a third party, to those Users or Members who fail to comply with these General Conditions of Use and/or the Particular Conditions that may be applicable, without prejudice to the liabilities that such Users or Members may incur.

The User or Member shall be liable for damages of any kind that BAX or any of its subsidiaries may suffer directly or indirectly as a result of the breach of any of the obligations arising from the general or specific conditions in connection with the use of BAX or any of the services linked to that. Likewise, the User or Member undertakes to assume the consequences of any sanction, claim, or lawsuit that a third party may bring, including any public bodies, against BAX or its subsidiaries, when such claims arise from the use by the User or Member of BAX or its RELATED SERVICES, contrary to its purposes, as stated in its general and/or particular conditions. BAX desires to remain within the strict framework of legality and requires users or Members to be involved in this regard. By accepting these terms and conditions, they undertake to hold BAX or its subsidiaries harmless against any third party claim.

 

MODIFICATIONS

 

BAX reserves the right to make the modifications it deems appropriate and may modify, delete and include, unilaterally and without prior notice, new contents and/or services of the BAX portal, as well as how they are presented and located.

BAX shall have the right to correct, modify or delete, in whole or in part, any portal content to comply with current legislation.

 

  1. LAW AND JURISDICTION

 

All matters relating to BAX are governed by United States law. To resolve any controversy or conflict that may arise from compliance with these Terms of Use, the competent Courts and Tribunals of the city of Nashville, Tennesse shall have jurisdiction, except in cases of prohibition of submission expressly provided by law.

In any case, and before initiating any action against BAX, the User or Member shall be obliged to attempt an amicable settlement of the dispute by contacting BAX through the Customer Service Department.

 

  1. DATA PROTECTION:

 

  1. A) COMPANY DATA:

In compliance with the Law, BAX informs you that its identification data are the following:

 

Company Name: BELIEVE IT GROUP

TAX IDENTIFICATION NUMBER: XXXXXXX

Registered office: XXXXXXXXXX

E-mail for communication purposes: [email protected]

All notices and communications between users and BAX shall be deemed effective, for all purposes, when made by postal mail or any other of the means mentioned above.

 

  1. B) CONDITIONS OF ACCESS AND USE:

The present conditions regulate the website www.baxnetwork.com (from now on the WEBSITE), owned by BELIEVE IT GROUP.

Browsing the BAX website confers the condition of the User of the same. It implies full and unreserved acceptance of each of the provisions included in this Legal Notice, which may undergo modifications.

BAX conditions the use of the services offered on its website before the corresponding form’s prior completion.

All the website contents, such as texts, photographs, graphics, images, icons, technology, software, and design and source codes, constitute a work whose property belongs to BELIEVE IT GROUP.

The User guarantees the authenticity and timeliness of all data communicated to BAX and shall be solely responsible for any false or inaccurate statements made.

The User undertakes to make proper use of the website in accordance with the laws, good faith, public order, traffic uses, and this Legal Notice. The User shall be liable to BAX or third parties for any damages that may be caused due to a breach of this obligation.

 

  1. C) PROCESSING OF PERSONAL DATA:

BAX guarantees full and complete compliance with current legislation on data protection.

BAX is fully aware of using and treating the personal data collected through the corresponding registration form. Likewise, it acknowledges and guarantees compliance with all existing legal regulations on the matter and undertakes to comply with its obligation of confidentiality of personal data and store and safeguard them with the legally required measures.

To process the User’s registration, BAX requires the data provided in the registration form.

You are informed that the personal data you voluntarily provide us, through the various forms on the website, will be processed by BELIEVE IT GROUP, which complies with the security measures required by current legislation on the Protection of Personal Data. The purpose of such treatment is described in each of the forms established on the website through which you have provided us with your data. The data provided will be kept for the time necessary to fulfill your request or for the time needed to comply with legal obligations.

BAX will create profiles and make automated decisions based on those profiles. See cookie policy.

 

The data provided will be kept for the time necessary for the purposes they were collected or for compliance with legal obligations.

Likewise, BAX shall cancel or rectify the data when they are inaccurate, incomplete, or no longer necessary for their purpose by the provisions of the current legislation on Personal Data Protection.

The User may exercise access rights, rectification, cancellation, deletion, opposition, limitation of processing, data portability, and not be subject to individualized, automated decisions regarding the data being processed before the data controller by contacting BELIEVE IT GROUP or by e-mail to [email protected]

BAX adopts the corresponding technical, organizational, and security measures by the regulations regarding Personal Data Protection. However, it assumes no liability for damages resulting from alterations that third parties may cause in the User’s computer systems, electronic documents, or files.

The refusal to provide the requested data will result in the impossibility of complying with the requested service. BAX informs you of the mandatory nature of the collection of data requested for the application of the services offered on this Web site, except in those cases where it is indicated that it is optional. In this sense, you are informed that your data will be used for:

To enable access to the services and products offered by the Web site.

Manage, maintain, develop, control, and promote the services and products offered on the website.

Manage and develop the contractual relationship between both parties.

Manage the contracting process of the services offered through the Web site.

Economic, fiscal, accounting, administrative, and billing management between the parties.

Contact by telephone or instant messaging with the User to send communications related to the service provided.

You are also informed that the data collected may be transferred:

To third-party companies for the exclusive purpose of promoting the contracting or sale of services owned by the transferor.

To other BAX users, it is visible to those USERS who are part of the System.

To public entities or agencies with which there is a legal obligation.

In case of default payment derived from the service provider by these general conditions, the entities that manage solvency information files, and other credit bureaus.

 

The User is responsible for the truthfulness and accuracy of the data provided, and BAX reserves the right to exclude from the registered services any User who has provided false data, without prejudice to any other actions that may be applicable by law.

 

In the event of any modification of the data, the User must communicate it as soon as possible to keep them updated. Suppose the User provides data of third parties. In that case, they guarantee that they have obtained the express consent of the owner of such data to proceed with the communication of such data to BAX for processing as outlined in this Privacy Policy.

BAX will request your express consent to send technical, operational, or commercial information about products and services related to those requested by e-mail, post, or other equivalent electronic means of communication. The data concerning the User will be used to carry out such communications.

 

However, the User may revoke the consent in each advertising or commercial communication sent to them and at any time by notifying BAX in writing at the address shown in the heading of this document.

 

 

  1. CONDITIONS FOR INTERNATIONAL ACCESS TO THE PLATFORM

 

 

Access to the International Platform is not permitted. However, BAX reserves the right to allow access to specific users in those cases in which BAX considers that they meet the requirements to formalize, under certain conditions, international operations or within a particular market, and information can be verified and they have sufficient means. All this is to guarantee the security of the System and its Members.

 

In any transaction formalized in currencies other than the American dollar, their equivalence will be shown according to values published daily by authorities.

 

 

  1. MODIFICATION OF THE GENERAL CONDITIONS

 

BAX reserves the right to modify these General Conditions of Use to adapt them to the specific purpose of the SYSTEM and the applicable legislation in force at any time, new jurisprudential developments, and standard market practices.

Unless otherwise stated, all amended terms shall automatically become effective upon posting. BAX will internally notify each Member of these changes.

Suppose the Member does not accept the changes to the General Terms and Conditions. In that case, they must notify the Member by e-mail to the account [email protected] within ten days of notification, which will result in the voluntary cancellation of the System as specified in the fourth clause of these general terms and conditions.

 

  1. ASSIGNMENT

 

BAX may freely assign or delegate the rights and obligations acquired with the Users and/or Members by these General Terms and Conditions, partially or without prior notice. BAX may replace, employing unilateral novation, the entity BELIEVE IT GROUP. by another company that assumes the rights and obligations arising from these General Terms and Conditions. Such novation shall be effective with the sole notification to the User and/or Member.

 

 

  1. LANGUAGE CLAUSE

 

The full text of these General Conditions and their ANNEXES may be drafted in different languages. The English version is considered the official one, which is regarded as the priority for its interpretation.

 

  1. CONVERSION OF BAX TO DOLLAR

 

A BAX member may not, under any circumstances, claim the conversion of a positive balance in BAX into cash.

13.2. It is absolutely and formally prohibited to sell BAX or offer them for sale in exchange for American dollars or currencies of complementary monetary systems.  BAX shall act firmly against any breach of this prohibition and shall be authorized to immediately initiate exclusion proceedings against the BAX member proposing the exchange of BAX or the sale of BAX for currencies of other complementary monetary systems but also against the BAX member acting based on such proposal. In such a case, BAX is authorized to block the positive balances in BAX of the accounts of the affected members participating in such exchange or sale pending the outcome of the exclusion procedure of such members.  Following the final exclusion decision, these positive balances will be automatically transferred to all System members on an equitable basis.  Consequently, in such a case, the possibility for BAX members to use their positive balance with other BAX members in the event of termination of membership is expressly excluded.

13.3 In the event of termination of membership and subject to the rules, the presence of the Member shall be required:

  1. In case of a positive balance in BAX, use it with other BAX members within 15 days after the end of the membership. This balance will only be available when the Member has paid the transaction fees corresponding to the balance in question. After this time, unused BAX assets will be automatically transferred to all System members on an equal basis.
  2. In the event of a negative balance, deliver accepted and approved goods or services within the BAX network for the equivalent value in BAX, at the regular selling price, up to the negative balance amount. If this negative balance is not offset in this way within fifteen days after termination, the former Member shall pay the cash equivalent into the BAX bank account.

 

  1. Digital Millennium Copyright Act Notice

 

BAX respects the intellectual property rights of others and expects its users to do the same. In appropriate circumstances and at its discretion, it is the policy of BAX to disable and/or terminate the accounts of users who repeatedly infringe or are frequently accused of violating the copyrights or other intellectual property rights of others. BAX will respond promptly to claims of copyright infringement committed using the BAX Site or other online network accessible through a mobile or another device reported to BAX’s Copyright Agent.

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is located on this Site, please notify BAX at [email protected] as provided in the Digital Millennium Copyright Act of 1998 (DMCA). For your claim to be valid under the DMCA, you must provide the following information in writing:

  1. Identify the copyrighted work that you claim has been infringed or, if the notice covers multiple copyrighted works, you may provide a representative list of the copyrighted works that you claim have been infringed.

Identify the material that you claim is infringing (or the subject of infringing activity) and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material, including at a minimum, if applicable, the URL of the link displayed on the Site where such material may be found.

  1. Provide your mailing address, telephone number, and, if available, e-mail address.
  2. Include the following two statements in the body of the notice:
  3. “I as a result of this state that I have a good faith belief that the copyright owner, its agent do not authorize the disputed use of the copyrighted material, or the law (e.g., as a fair use).”
  4. “I as a result of this declare that the information in this notice is accurate and, under penalty of perjury, that I am the owner, or am authorized to act on behalf of the owner, of the copyright or an exclusive right under the copyright allegedly infringed. “
  5. Provide your full legal name and your electronic or physical signature.

Deliver this notice, with all completed articles, to BAX’s copyright agent:

E-mail: [email protected]

 

ANNEX I: COMMISSIONS

Commissions in effect for Users with an Enrollment date after January 1, 2022:

A fixed commission in USD of 5% + VAT or equivalent tax, payable by each Member in the transaction.

For transactions whose amount is equal to or greater than USD 10.000:

– A percentage of 3.75% + VAT or equivalent tax on the transaction amount, to be paid by the Seller or service provider.

– A percentage of 3.75% + VAT or equivalent tax on the transaction amount, to be paid by the buyer or applicant of the services.

 

 

ANNEX II: INITIAL CREDIT LIMITS

Minimum credit limit: USD 250

Maximum credit limit: USD 50.000

These limits may be varied by agreement with a given Member.

 

ANNEX III: GLOSSARY OF TERMS

 

System: Non-bank corporate financing platform articulated as commercial credit with repayment in kind. The System is made up of all its Members.

User: Company that registers in BAX and submits the requested documentation for the assignment of a loan.

Member: Validated User who enters the System and is assigned a commercial credit.

Commercial Credit: Credit granted to the Member to operate in the System and must be backed by its Sales Capacity.

Initial Credit: Credit assigned at the time of joining the System.

Current Credit: Maximum available credit limit that will at all times be equal to the maximum historical balance of the Current Account.

Credit Drawn: It is the amount used by the Member up to a specific moment concerning the total of the Initial Credit.

BAX: BAX operates with its internal legal tender: the BAX.  Developed exclusively for local traders and entrepreneurs: the BAX is only valid within the BAX exchange network.

Current Account: Amount available in favor of each Member in the System after adding the collections received and deducting the payments made.

Initial Sales Limit: the amount that a Member is obligated to sell when they join the System and are assigned a credit.

Sales Commitment: Amount that a Member is obligated to sell at a given time. It is calculated by subtracting from the Initial Sales Limit the Member’s Current Account balance and the amount of the orders they may have a pending collection.

Payment Capacity: Maximum amount that a Member can spend on purchases at any given time.

Quotation: Request made by one Member to another to establish a business relationship.

External budgets: Option to establish a commercial relationship with companies external to BAX. In this case, the negotiation of combined payments is allowed.

Product Newsletter: This allows a Member to promote the System and attract potential customers.

Featured: the appearance of your products or profile in highlighted sections and which you are paid for.

Profile: Products or services offered by a Member and that can be seen in its profile. Order: Form of materializing commercial relations between Members to formalize an operation in the System.

Orders in process pending collection: Total amount of sales accepted by a Member that is still in process or pending collection.

Orders in process pending payment: Total amount of purchases accepted by a member still in process.

Commission: Amount that each Member must pay to BAX to formalize a transaction within the System.

 

Revision Date. This Agreement was last revised in August 2021.

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