How we
work
together.

1. In this agreement:
   • Agreement means this document, including Schedule 1.
   • Badge means the Trusted Tradie Network badge artwork you give us, and the link that goes with it.
   • Build means a website we design, build and launch for a Referred Client.
   • Build Fee means the one off amount a Referred Client actually pays us for a Build, after any discount we give them, and not counting anything listed in clause 7.3.
   • Business Day means a day that is not a Saturday, Sunday or public holiday in NSW.
   • Commission means 20% of the Build Fee.
   • Groups means the Trusted Tradie Network online groups and pages listed in Schedule 1, and any other group we both add to Schedule 1 in writing.

• Ongoing Fees means hosting, care plans, maintenance, support, SEO, content, ads management, and any other recurring or subscription amount a client pays us.
• Payment Plan means an arrangement where a Referred Client pays the Build Fee in monthly instalments over up to 12 months.
• Referred Client means a business that comes to us through the Groups or through you, as set out in clause 5, and that is not excluded by clause 6.
• TTN, you and your mean TRADIE NETWORK PTY LTD.
• underseage, we, us and our mean Joshua Seage trading as UNDER SEAGE.

1. A reference to a dollar amount is Australian dollars.
2. Headings are labels only. They do not change what a clause means.

1. This is a working arrangement between two independent businesses. It is a partnership in the everyday sense of the word only. It does not create a partnership at law, a joint venture, a company, a trust, employment or an agency. Neither of us can sign anything, borrow anything, or take on a debt in the other's name.
   Why this clause is here. A partnership at law makes each partner responsible for the other's debts. Neither of us wants that, so the document says plainly what it is not.
2. Neither of us is liable to the other for any loss, cost, damage or claim arising out of this arrangement or anything either of us does under it. That applies to both of us equally, and it includes lost profit, lost revenue and lost opportunity.
3. Neither of us promises the other anything about results. You do not promise us any number of referrals, any amount of revenue, or any level of activity in the Groups. We do not promise you any conversion rate, any number of Builds, or any amount of Commission.
4. Neither of us has to spend money under this agreement. You are not charging us to promote us, and we are not charging you for anything.
5. This agreement is not exclusive on either side, unless Schedule 1 says otherwise for a named Group. You can work with other web studios. We can take work from anywhere.
6. We each pay our own tax, run our own business, carry our own costs, and are responsible for our own people.

1. You let us be promoted inside the Groups, at no charge to us. That includes posts, pinned posts, announcements, comments, banner or badge placement, and endorsement by your admins. How often, and in what form, is your call.
2. You send members and other interested people to us when they ask about a website, a rebuild, a domain, or getting found online. Sending them means pointing them at us by name, with a link, a post, an introduction or a message.
3. You give us what we need to be introduced properly: permission to post or be posted in the Groups, the Badge artwork and the link it points to, and a named person we can reach.
4. You tell us which Group a referral came from, where you know it. It helps us record the source correctly under clause 5.2, which is what the Commission is worked out from.
5. You do not charge us an advertising fee, a listing fee, a placement fee, a membership fee or a joining fee. The Commission in clause 7 is the only money that moves between us.
   Why this clause is here. It is the other half of the deal. We pay a share of what we earn instead of paying to advertise, so neither of us is out of pocket before there is a job.
6. You do not present us as part of Trusted Tradie Network, as owned by it, or as anything other than an independent studio you recommend.
7. You do not quote a price on our behalf, or promise a member a price, an inclusion or a timeframe we have not published or agreed in writing.

1. We answer every enquiry that comes from the Groups. We reply within one Business Day, we quote in writing, and we tell the person what happens next, including when the answer is that we are not the right fit for them.
2. We design, build and launch the website, to a professional standard, at our cost and at our risk. The build, the hosting, the support and the relationship with that client are ours to run.
3. We put your Badge in the footer of every site we build for a Referred Client, linking to your website. Clause 9 sets out how.
4. We pay you the Commission on every Referred Client, worked out under clause 7 and transferred under clause 8.
5. We keep a record of every Referred Client and send you a statement each month, even in a month where nothing came through. Clause 10 sets out what is in it.
6. We follow the rules of each Group we post in, and we do not post in a Group we have not been given access to.
7. We use your name, logo and Badge only as clause 9.5 allows, and we do not register a domain, a business name, a social handle or a trade mark containing "Trusted Tradie Network".
8. We look after any member's details we receive the way we look after any client's. We do not sell them, and we do not add anyone to a marketing list without their say so.

1. A client is a Referred Client if the first contact between them and us came through the Groups or through you. That includes a post, comment or pinned link in a Group, a direct introduction from you or a Group admin, a link, form or landing page you publish, and a person who tells us at first contact that the network sent them.
2. We record the source on the day of first contact, in our CRM. That record decides whether a client counts. You can ask us to check any record within 30 days of the statement it appears on.
3. Being a member of a Group does not by itself make someone a Referred Client. The referral has to be the reason they contacted us.
4. If a client reached us through more than one route, the first recorded contact decides it. A client who found us through Google in March does not become a Referred Client because they saw a Group post in May.
5. If we disagree about whether a client counts, either of us can raise it in writing. We look at the record together and, if we still do not agree, we ask the client how they found us and we both take their answer.
   Why this clause is here. Attribution is the only thing in this arrangement worth arguing about. Writing the tiebreak down now, while we are both relaxed, is cheaper than settling it later over a live job.

1. A client is not a Referred Client, and no Commission is payable on them, if they came to us any other way. That includes, in full:
   1. paid advertising we buy, including Google Ads, Meta and Instagram ads, and any other paid placement
   2. Google search, our Google Business Profile, AI search results, directories, or any other unpaid search
   3. our own outreach: cold email, cold calls, letterbox drops, door knocking, or a redesign we send them unasked
   4. our own website, socials, newsletter, portfolio or existing marketing
   5. a referral from anyone who is not you: an existing client, a past client, a friend, a supplier, another business
   6. a person we were already talking to before this agreement started, or before your referral reached them
   7. walk ins, word of mouth, and anything else not listed in clause 5.1
2. This agreement covers websites and nothing else. Work we do for anyone that is not a Build for a Referred Client carries no Commission, whoever they are and however they found us.

1. We pay you 20% of the Build Fee for every Referred Client, on money we have actually been paid.
2. The Build Fee is the one off amount the client pays us for the website build, after any discount we give them, and before any payment processing fee is taken out.
3. The 20% is not worked out on, and nothing is payable on:
   1. Ongoing Fees. We keep 100% of hosting, care plans, maintenance, support, SEO, content and ads management
   2. third party costs we pass on at cost: domains, licences, stock photography, fonts, plugins, hosting credits
   3. work the same client buys later that is not the original Build, unless it is a further Build for that client within 12 months of their first one, which carries the 20% the same way
   4. GST or any other tax
   5. money a client pays another business, even if we introduced them
   Why this clause is here. It is the line we agreed on the call: you take a share of the build, we keep the recurring work that pays for looking after the site.

1. No Commission is payable on money we never receive. If a client does not pay, cancels, or is refunded, no Commission is owed on that amount. If we have already transferred Commission on money later refunded, you refund it to us, or we hold it against the next transfer, whichever you prefer.
2. The Commission is inclusive of GST, if any is payable on it. If either of us becomes registered for GST during this agreement, we tell the other in writing, and the 20% figure does not change.
3. The 20% covers everything you do under clause 3. There is no separate fee, bonus, retainer or minimum.

1. Paid in full at completion. Where a Referred Client pays the whole Build Fee at completion, we transfer the whole 20% in one payment, within 7 days of their payment clearing into our account.
2. Paid over 12 months. Where a Referred Client pays the Build Fee on a Payment Plan, we transfer 20% of each monthly instalment, within 7 days of that instalment clearing. The Commission arrives across the same 12 months the client is paying over.
3. Deposit and balance. Where a client pays a deposit and then a balance, we transfer 20% of each amount within 7 days of that amount clearing. We never transfer Commission on money we are still waiting on.

1. If a client on a Payment Plan stops paying, the Commission stops with them. It starts again if and when they start paying again. If they pay the plan out early, we transfer the remaining Commission within 7 days of that payment clearing.
2. We transfer by bank deposit to the account you nominate in writing, in Australian dollars, with a remittance showing the client, the amount received, and the calculation.
3. If you think a transfer is wrong, tell us in writing within 30 days of the statement it appears on. We check it and fix any shortfall on the next transfer, or straight away if it is large.
4. If we are more than 14 days late with a transfer and have not told you why, you can end this agreement immediately under clause 13.1, and the Commission already earned is still payable under clause 13.2.

1. Every website we build for a Referred Client carries your Badge in the footer, on every page, linking to your website.
2. You give us the artwork and the link. We use it as supplied, at a size where it can be read, alongside our own footer credit. We do not restyle it, recolour it or hide it.
3. The Badge stays on the site while we look after it. The site belongs to the client, so if a client asks us to take it off, we take it off and we tell you.
4. If this agreement ends, Badges already on live sites stay where they are. Sites we build after the end date do not carry it.
5. You give us permission to use your name, logo and Badge for this purpose, and to say we are a web partner of Trusted Tradie Network, for as long as this agreement runs. We give you the same permission for our name and logo, so you can promote us in the Groups. Both permissions end when the agreement ends, other than clause 9.4.

1. We keep a record of every Referred Client: their name, the date of first contact, the Group or route they came through, the Build Fee, how they are paying, and the Commission transferred.
2. We send you a statement covering each month, during the month after it, including months where there is nothing to report.
3. You can ask to see the working behind any figure on a statement, and we show you.
4. If you have made a referral that you do not see on a statement, tell us and we check it against clauses 5 and 6.

1. We contract directly with each client. They are our client, and their agreement is with us, not with you.
2. We set our own prices, packages and terms. You do not set them, approve them or promise them.
3. We do not charge a Referred Client more than we would charge a comparable client from any other source, because of this agreement. The 20% comes out of our margin, not out of the tradie's pocket.
   Why this clause is here. A referral fee that quietly lands on the member's invoice damages your network, not ours. This says plainly that it does not happen.
4. You take on no responsibility to any client for the work we do, and we never suggest otherwise to a client.
5. Client contact details and private information stay with us. What we share with you is the name of a Referred Client, their status, and the figures needed for the statement. Anything more needs the client's say so.

1. We each keep the other's commercial information to ourselves: prices, margins, client lists, member numbers, group figures, and anything on a statement.
2. That does not apply to information that is already public, that we already knew, or that the law requires us to hand over.
3. This clause keeps running for two years after the agreement ends.

1. Either of us can end this agreement at any time, for any reason or none, by telling the other in writing. It ends the moment that notice is sent. There is no notice period, no exit fee, and no reason has to be given.
2. What keeps running after it ends:
   1. Commission on every Referred Client who signed with us before the end date, including the rest of a Payment Plan, paid the same way under clause 8
   2. the Badge on sites already live, under clause 9.4
   3. confidentiality, under clause 12
   4. the records and monthly statements needed to finish paying out (a)
3. A referral you made before the end date, that becomes a paying client within 60 days after it, still carries the Commission. After those 60 days, nothing does.
4. Nothing else survives. Neither of us owes the other anything else, and neither of us has a claim against the other for ending it.

1. Nothing in this agreement excludes, restricts or changes any right that cannot be excluded under the Australian Consumer Law or any other law.
2. This document is the whole agreement between us on this subject. It replaces anything said or written before it, including anything discussed on a call.
3. Any change has to be in writing and agreed by both of us. Adding or removing a Group in Schedule 1 counts as a change.
4. Notices go by email to the addresses on page 2, and take effect when sent.
5. Neither of us can hand this agreement to someone else without the other agreeing in writing.
6. This agreement is governed by the law of New South Wales.
7. If any part of this agreement cannot be enforced, that part is cut out and the rest keeps running.
8. We both look at this agreement again six months after signing, and put any changes we want in writing.

By signing, each of us confirms we have read this agreement, had the chance to ask questions and negotiate it, and agree to it.