1. PARTIES

“Parties” means the Parties as stated in your Contract of Services with you being the Independent Business Owner (“IBO” or “you”). The Terms & Conditions of your Contract of Services and any terms expressly incorporated herein form your “Contract of Services” and governs the appointment (“Appointment”) of you as the IBO and any acquisition of Barteos Tokens (“BTE”) or (“Acquisition”) by you that are distributed on the Blockchain.

The IBO and Barteos are herein referred to individually as a “Party” and any other entities in your Contract of Services are collectively referred to as the “Parties” to your Contract of Services. There may be other entities within the Barteos Network from time to time that will market, promote, develop, manage and/or operate on the Barteos Platform and references to these entities shall be inclusive and be bound by the Terms & Conditions herein.

The Blockchain technology has been created for everyday commercial use purposes and managed and further developed by BTE AUSTRALIA PTY LTD (“BTEA”) being a special-purpose, non-profit social enterprise operating the Barteos Foundation and the De-centralised Autonomous System (referred herein as “Barteos”, “Company”, “us”, “our” or “we” or “Manager”). BTEA is the Global Licensor of the Barteos System and allocates each non-profit Country Licensee their Barteos Token allocation (“Country Establishment Budget”) from the Global BTE Establishment Reserve.

If you are a resident in a country applying to become an IBO, where BTEA has appointed a Country Licensee (“BE-PAY”) as the Governing Body of Barteos in that country as in the case for Australia, being BE PAY AUSTRALIA LIMITED (ACN: 649400313), then you are bound in contract DIRECTLY with BE-PAY as your governing body. BE-PAY is also a non-profit community-benefit enterprise that operates independently of BTEA within your country. BE-PAY manages and governs all Barteos and related tokens in your country and all IBO’s working in your country, including you. Therefore, references herein as “Barteos”, “Company”, “us”, “our”, or “we” or “Manager” shall mean solely BE-PAY as a party with you, being the IBO, and collectively as the Parties bound together in your Contract of Services or any other Agreements in the Barteos System that you become a party to.

BE PAY AUSTRALIA LIMITED operating in Australia is the first of many more “ownerless” Country Licensee’s that will be incorporated to manage and govern the Barteos Tokens and the Barteos System in their respective national territory and Jurisdictions. All IBO’s are also bound by the BE-PAY terms and conditions of all country websites like directory and shopping websites, country-specific wallets, other digital assets and Barteos Token acquisitions.

2. INTRODUCTION

This document serves as an Appendix to your Contract of Services and contains the generic Terms and Conditions to all the Barteos Independent Contractors globally.

3. PURPOSE OF YOUR CONTRACT OF SERVICES

The Manager desires to retain you as an independent contractor to further develop and promote the DAS in your chosen role of contribution, in a manner described in your Contract of Services that include these Terms and Conditions

4. ACCEPTANCE OF YOUR CONTRACT OF SERVICE

Confirmation of your and our acceptance of the Contract will be counter-signed and confirmed in writing when you have signed the Contract of Services with the Manager and any other Party online by electronic signature means.

5. AUTONOMOUS SYSTEM (“DAS”)

The Barteos network of associated computers and people promoting the Barteos eco-trading-system are controlled by a De-centralised Autonomous System (“DAS”), a framework which the crypto-currency industry looks at the possibilities of self-functioning and autonomous de-centralised blockchain technology, whereby no one Authorising entity owns the DAS, but everyone can own some of its Tokens.

Like Bitcoin, Barteos itself is actually a DAS and demonstrates the beauty of Blockchain Technology and De-centralisation in its purest form. The Barteos Software platform is programmed in such a way that there is a budget for the workers upgrading, developing and building the platform and the people promoting to establish its eco-trading network. The DAS pays the Business Developers and Contributors, which include but is not limited to, Corporate Leaders, Administration, Country Leaders, City Leaders and Regional Business Developers and all written in code to operate with little or no human intervention.

6. BARTEOS FOUNDATION AND SATOSHI

The Barteos Foundation is an informal global association of technologists, entrepreneurs, business owners, marketers, crypto-enthusiasts and Barteos Token owners with a shared interest and purpose, primarily advancing the usage of Barteos Tokens on a global level and the cryptocurrency markets generally. The people that operate in leadership and management roles of each country and their advisory boards are considered foundation members of the Barteos Foundation.

To complement the autonomous technology, BTEA and its partners have embarked on building an artificial intelligence system (code-named “Satoshai”) that is a hybrid artificial intelligence system integrated with human-assisted learning in all disciplines required to develop, operate, promote and administrate a global token system like Barteos.

Satoshi is an experimental technology, and its vision is to ultimately administrate on governance and account holder assistance of the Barteos Tokens and could possibly operate all non-profit entities and integrate a structured approach to the operating methods of a Board of Directors. The Satoshi project timing is reliant on the amount of funding raised by BTEA prior to any exchange listing and beyond.

The Barteos Foundation has activities relating to a Token System, including but not limited to: Interaction with Country Leaders, Research and Token Development, Developer Management and Recruitment, Token Partner Alliance Development, Security Systems, Exchange Token Listing & Management, Brand Management and Social Media Interaction.

7. DEFINITIONS

 “Agreement” means Contract of Services or any current agreement between the relevant parties and includes but is not limited to any extension of any existing agreement or any subsequent agreement between the parties.

“BARTEOS or (BTE)” is a cryptocurrency for exchanging between nations and in open financial cryptocurrency exchanges when listed. BARTEOS can switch states to a commercial stable-state pegged to a country’s fiat currency where available.

“Barteos Blockchain” refers to an ownerless De-centralised Blockchain that works on a Delegated Proof of Authority (DPoA) consensus model. Barteos (BTE) is the native global cryptocurrency that operates on the Barteos Blockchain and is specifically designed for permissionless commercial use by the general public and is capable of operating microtransactions on a global scale. The Blockchain was code-named Diamonium and a future release and upgrades of the Blockchain have the objective to hold a supranational supercurrency backed by the stable coins of all countries.

“Barteos Dollar” (BE-AUD) is the stable-coin of Barteos backed by the independent National Reserve of each country when established. The Barteos Dollar can increase in value as assets increase and will be released after government approval has been acquired in each country by the Country Licensees.

“Barteos Exchange” is the cryptocurrency exchange to exchange BTE at www.barteos.exchange.

“Barteos Network” means the Barteos entities referred to also as “Contractors” or “IBOs” that supply professional Services to the DAS and includes the Global Sales Force and their employees, contractors and the structure to effect Merchant introductions to join as a Member of the Country Licensee and the Barteos partners/suppliers of other value-added products or services.

“Barteos Rewards” is the Cash-Back Consumer Loyalty Program that allows Merchants to give Barteos Trade Dollars to consumers.

“Barteos System” means the comprehensive cryptocurrency system, including the use of Intellectual Property, the Confidential Information, and adherence by IBO’s to standards and policies of the BTEA for providing the uniform operation for all participants in Barteos Network.

“Barteos Trade Dollar” (BTE-AUD) is the stable state of BTE, with a real-world usage value, backed to Goods & Services and pegged to a country’s fiat currency.

“Commencement Date” The date specified as the Commencement Date in your Contract of Services.

“Intellectual Property” or “IP” means inter alia the Barteos System, any trade name, whether registered or not, containing the words or variation thereof, “BARTEOS” or “BTE” or “BE PAY” or “BE” or “SATOSHAI” or “BE WALLET” or “BE COIN” or “BARTEOS TRADE DOLLAR” and any trademarks, logos, software and electronic hardware, tracking systems, mapping systems and territory maps, any soft copy or printed matter, the copyright of any other material provided to the IBO by the Manager or related entities, Barteos related website content and designs, Barteos related mobile APP content and designs, all know-how, trade secrets or other information concerning the business and its systems carried on by the Manager and related entities and the method of operation and includes and New Intellectual Property and the proprietary rights of such property being the sole owner of the Licensor.

“Confidential Information” means information relating to the Barteos Token, the Barteos DAS, the Artificial Intelligence system known as Satoshai, the Operations Manuals, printed or soft copy of material relating to the Barteos System, CRM systems, Training materials and content, the affairs of BTEA and its related entities, any trade secret or secret process, operations methods and procedures, consumer or product information (including prices and commissions), customers or clients, the terms and expiration dates of any contracts, the strategic direction of the organisation and products, profit on products and information related to marketing as well as records, computer files, software and other data, or other information relating to the Barteos System, its affiliated businesses, technology or financial position, organisation or arrangements or any dealings, transactions or affairs of the Barteos Foundation, BTEA and its related companies (as that term is defined in the Corporations Law in each country), IBO’s and includes information that may be acquired about related, associated or subsidiary companies of BTEA, or any other companies or entities with which BTEA may be in association or co-operation and includes any Intellectual Property.

“Contract” means this document as annexed to form your Contract of Services and all other contracts as signed by the Parties related to the Barteos System and Tokens.

“Contractors” means all IBO’s and includes but is not limited to, all the Global Sales Force and all other management and administrative roles, developers and promoters of the Barteos System which in future may include all human-assisted learning advisors known as Satoshai Advisors. All Contractor roles are referred to as IBO’s with various functions and services for the primary purpose of developing and establishing the usage of the Barteos Tokens and its Autonomous Systems. Contractors are not engaged in any manner or deemed to be employees or quasi-employees, agents (other than sales-related roles), joint venturers, or of similar construction.

“Corporate IBO” means where the IBO is a company that operates the role and obligations of the Contract, then the Corporate IBO shall appoint a nominee (“Nominated Manager”) to operate the role and obligations of the Contract. The Nominated Manager is appointed to comply with all the obligations of the Barteos system contained in your Contract of Services. The Nominated Manager must be a person who is the Corporate IBO’s Director and Guarantor (if applicable) and must execute your Contract in its entirety with the Manager and binds the Corporate IBO and its Nominated Manager, jointly and severally, as to the terms and conditions of their Contract.

“Country Licensee” or “Manager” means a legal entity (being a Not-for-Profit social enterprise) operating in each country with the Business name containing the words BEPAY or BTE or BE or BARTEOS and the COUNTRY name (e. g. BEPAY AUSTRALIA). The Country Licensee is appointed by the Licensor as its fully autonomous, ownerless, Country manager, licensed to act as the sole governor and sole administrator of the Barteos Tokens in its country. The Country Licensee also solely governs all the country IBO’s and ensures that the IP is safeguarded on behalf of BTEA. The Country Licensee promotes the usage of the Barteos Tokens to Merchants and Users and the widespread use of its country-specific APP Wallet, its country-specific Trade Dollars and it’s BE-FIAT stable-coin cryptocurrency (when it becomes available).

“Country Development Manager” or “CDM” means a legal entity appointed by the Country Licensee and the Licensor, that is a Sales Leader and at the head of the Global Sales Force in a country and operates independently from the Country Licensee or the Licensor. The CDM has the national territory rights to sell the Barteos related Products & Services of the Country Licensee as a country Licensed Sales Agent. All BE-PAY Products & Services are sold through the CDM and its sales-related IBO’s within a country. The CDM primarily works with State Development Managers known as SDM(s) to recruit, train and coach RDM(s), ensuring that overall KPI’s are met. The CDM also has the exclusive right to target corporate brand name Members that have a national presence or corporate Customers that have ten stores or more and that reside outside of an RDM or SDM Territory.

“Country Wallet” is the multi-account country APP wallet that is regulated in a particular country and may be able to exchange Fiat currency for cryptocurrency and to access all your Barteos Accounts. Country Wallets operate the Barteos Rewards systems for consumers and Merchants. Due for release after all government approvals are in place in a country.

“Global Wallet” is the multi-account Global APP wallet that is permissionless and has direct access to the Barteos Blockchain allowing BTE and other cryptocurrencies to be exchanged but has no access to any Barteos country currency.

“Global Sales Force” means the Sales related IBO roles wherever they may be domiciled or contracted, that define sales-related or Business Development IBO’s as follows: Global Development Director (GD); and Country Development Manager (CDM); and State Development Manager (SDM); and Regional Development Manager (RDM); and Associates are IBO’s operating as independent Contractors of Barteos that effect Merchant Introductions, and supply of Trade coordinating of buyers and sellers to Merchants and the promotion of the Barteos system or Barteos Tokens usage by the general public.

“Independent Business Owner “IBO” or “you” or “your” means the person or entity, as specified in your Contract of Services, that the Manager enters into a contract with as an Independent Contractor. The IBO will always be an independent contractor to the Manager or Satoshai (when incorporated) and their relationship will never be one of employer and employee or an agent (other than sales related roles), of the Manager and its related entities.

“Intellectual Property” or “IP” means inter alia the Barteos System, any trade name, whether registered or not, containing the words or variation thereof, “BARTEOS” or “BEPAY” or “BE” or “SATOSHAI” or “BE WALLET” or “BE DOLLAR” or “BE TRADE DOLLAR” and any trademarks, logos, software and electronic hardware, tracking systems, mapping systems and territory maps, any soft copy or printed matter, the copyright of any other material provided to the IBO by BTEA or related entities, all know-how, trade secrets or other information concerning the business and it’s systems carried on by the Manager and related entities and the method of operation and includes and New Intellectual Property and the proprietary rights of such property being the sole owner of the Licensor.

“Licensor” or “BTEA” means BTE AUSTRALIA PTY LTD and is the governor of the Intellectual Property known as the Barteos Tokens and the Barteos De-centralised Autonomous System (DAS). BTEA manages the affairs of the Barteos Foundation. BTEA operates globally to establish Barteos in each country through its Country Licensee and CDM’s and is a party in your Contract of Services in regard to Intellectual Property ownership through the Country Licensee that is authorised locally in your country to represent BTEA for its part as the Licensor in your Contract of Services.

“manager” has a lower-case “m” and means the person or entity the Contractor works with or reports to, who may delegate as they see fit any function they are required to undertake in the Contract of Services of the IBO or any conjuncture agreement, even if it is a delegated function.

“Merchant” means any business that is a government registered to conduct business. This includes but is not limited to, companies, partnerships, sole traders, cooperatives, associations, and not-for-profit entities but does not include businesses that have been set up to serve one or a few clients. A contractor operating under a company structure that derives 80% of its income from one source is not a Merchant business and is not eligible to receive free BTE in their country as a Merchant.

“Procedures” means the procedures of the Licensor and its authorised Country Licensee governing the manner and process by which all IBO’s, shall undertake their duties and functions (including and without limitation, all procedures set out in any Manual, Websites, Terms and Conditions, Rules & Guidelines and other notices or correspondence establishing systems, procedures, policies and standards) as circulated by the Country Licensee or as amended by the Manager from time to time;

“Professional Services” your IBO’s Services together with any other of your staff and affiliates that have access to the IP and Strategic Directions are referred to jointly and severally herein as IBO.

“Service Role” means the Service Role as specified in your Contract of Services.

8. INDEPENDENT CONTRACTOR

As a Contractor you are not employed by the Licensor or the Country Licensee or the CDM nor do you have a day-to-day working relationship with the Manager or its team, other than the relationship pursuant to the Contract you signed and nor are you a subsidiary company of the Licensor or the Country Licensee or the CDM or any of their entities that you work for with or in conjunction with their team. The Parties further acknowledge that the Licensor or the Country Licensee or the CDM has no financial or other interest in your business or company. By entering into a Contract and despite any training, assistance and supervision afforded by the Licensor or the Country Licensee or the CDM, the Contractor acknowledges that it shall always be an independent contractor providing services to the Licensor or the Country Licensee or the CDM or the entities that you work for with or in conjunction with Licensor or the Country Licensee or the CDM, and no party shall accrue any right or create any express or implied obligations on behalf of or in the name of the other. The Contractor shall at their own costs provide all resources, including but not limited to communication lines, staff recruitment, salaries, administration and sales expenses, stationery and forms and office space to adequately house and to carry out its duties and business pursuant to their Contract. The Contractor shall be liable for their own taxes, including GST, superannuation and any entitlements and all financial infrastructure.

9. GLOBAL SALES FORCE TERRITORY

Global Sales Force IBO’s are mostly territorial, and each Country is divided into States and each State into Regions and each Region by Postal Codes or similar. Your Contract refers to your Territory applicable to your Title on a non-exclusive basis. Your Contract only allows you to prospect and recruit Merchants in the Territory specified in your Contract and in accordance with the Territory Policy in your contract. Referral sales are allowed and have no territorial boundaries. The IBO that owns the Territory shall not be paid any commission but shall have the right to approach the Merchant for the ongoing management and relationship of the Merchant in their Territory, which shall include the further sale of any products or services of the Licensor or the Country Licensee or the CDM.

10. TERM & PROBATIONARY PERIOD

Unless otherwise stated in your Contract of Services, the term of your Contract of Services shall be for a period of three (3) years starting from the Commencement Date. Any renewal terms shall be negotiated with your manager.

You are also subject to a Probationary Period as specified in your Contract, starting from the Commencement Date. The following special conditions apply during the Probationary Period:

Your performance and suitability in providing the Services and for the Service Role will be routinely assessed by your direct manager specified in your Contract of Services or the Manager.

During or at the end of the Probationary Period, the Manager shall advise you in writing, based on your performance, whether your Services will be terminated or continue in your existing role or be offered a new role.

During the Probationary Period, any party may terminate the Contract by giving written notice of not less than two (2) weeks.

Should your Services continue after the Probationary Period, it will be subject to the provisions of this Contract and the outcome of any ongoing review by your manager.

11. CONTRACT SERVICE FEES

The Contract of Services fee is the total commissions and benefits received by you from the Manager as per your Contract and does not include the optional BTE Token Rights Agreement (BERA).

12. CONTRACT PAYMENTS

All payments are made by the Manager and in some cases the DAS itself. Payments will be deposited into your Wallet in BTE. When available or agreed upon by the Manager, sales commissions on sales made with fiat currency operating in your country can be exchanged for fiat from the Manager through its affiliated cryptocurrency exchange within 14 days from receipt of any payments. Should the Manager at any time after the Merchant or any Customer has been paid for any Products and Services is required at its discretion to refund or compensate in part or in full and for whatsoever reason, then at the request of the Manager, you shall refund any Commissions or Royalties paid to you from that transaction back to the Manager in the same proportion and manner as the commissions received by you.

13. VESTED TOKENS

The Token Rights Agreement (BERA) – means the number of Barteos Tokens with a Vesting Period as specified in your BERA Token Rights Agreement. The Tokens will be transferred to your wallet in monthly instalments over the Vesting Period based on performance terms. For time-related release of Tokens – Token distribution will start on the first day of each Calendar Month after your probationary period ends and once Barteos has been listed on an Open Exchange like Bitfinex, Binance, Huobi etc.

The Vesting Period is the period of time before Barteos Tokens (in part or in whole) in a Token Plan are unconditionally released and owned. Vesting will be automated to release funds monthly or manually on Performance. If your contract is terminated before the end of the Vesting Period, you will receive Barteos Tokens to the amount of double the dollar value of your original Rights Fee (consideration) minus any Vested Tokens that you may have already received. The applicable Barteos Token Price will be calculated at the time of termination at its then-current value. Any terms and conditions in your BERA agreement, if conflicting in any way with this Clause or any part of this Clause, will supersede the conditions of this Clause, whether in whole or in part.

14. BARTEOS TOKEN RIGHTS AGREEMENT

The Barteos Token Rights Agreement is an optional agreement that may be offered to IBO’s at the sole discretion of the Country Licensee and for Sales related IBO’s at the sole request of the CDM. The terms covered in your Barteos Token Rights Agreement supersede any terms and conditions of these terms. If a BERA is taken up by the IBO, you may need to pay the Token Rights Fee as specified in your BERA Agreement (“consideration”), generally paid in BTC and or ETH. Unless otherwise agreed to, this consideration is payable to the relevant BTC and ETH addresses as supplied to you by the Country Licensee.

15. POLICIES AND PROCEDURES

All Barteos Policies and Procedures form part of your Contract of Services and you agree to abide by these Policies and Procedures and to keep abreast of the documents as they change from time to time.

16. REPORTING AND ADVERTISING

You will report to the relevant person as nominated by the Manager from time to time for all matters related to Barteos and your Contract of Services, including any advertising you may want to do if you are a Sales related IBO.

You shall not place any advertising that relates to the Barteos System or Barteos Network or the entities that you work for, with, or in conjunction with, without written authorisation from the Manager. Advertising includes any medium that is public whether it is membership-based as a closed community or not like Facebook, Instagram, Youtube etc.

However, SDM’s and RDM’s can arrange with the Country Licensee and the CDM to have their own subsite Sales Page promoting Barteos in their Regional territory on the official Barteos website for their country. eg: barteos.org.au/territory

General countrywide based Marketing that does not target any particular RDM’s territory, can be done with written approval by any IBO’s.

All advertising must be approved in writing and sent to compliance@barteos.org which will be automatically redirected to the compliance email and officer of the Country Licensee. IBO’s cannot establish their own websites to promote Barteos in any way whatsoever.

17. CONTRACT HOURS

You will work as you see fit as long as you achieve the tasks and targets that you have undertaken in your Contract of Services. The Manager is not in control of your work schedule, but YOU ARE. If you don’t make your targets, then your Contract will be terminated or altered to reflect the downward adjustment change in your engagement.

18. KEY PERFORMANCE ACTIVITIES

Each Service Role has different Key Performance Activities (“KPAs”) and Key Performance Indicators (“KPIs”). The KPAs and KPIs for your Service Role are specified in your Contract of Services and as agreed in your Boardroom Coaching Sessions.

19. SUB-CONTRACTING

Any IBO that is a Regional Development Manager can sub-contract an Associate IBO to assist them in their business KPIs. Any application to subcontract needs to be done through the Country Licensee and the CDM in your country and adhere to Sub-contract Policies and Procedures. This IBO Terms and Conditions found online, forms part of the Contract of Services of any sub-contract Agreement.

20. NON-PERFORMANCE

Your activities will be observed and recorded by your manager and by smart code where possible. Where applicable, your KPIs will be measured in the DAS and the Manager’s CRM systems. Not meeting these KPIs will result in the automatic termination of your Contract of Services as an IBO by the DAS.

In the case of health or personal issues, you may request the Manager in your Country for a downward adjustment of your monthly minimum KPIs and KPAs for a small charge. Approval of such a request is at the discretion of the Manager and dependent on supporting evidence e.g., medical certificates etc. Any approved adjustment will only impact your monthly absolute minimum KPI requirements and not have any impact on your quarterly KPI requirements if they have been set.

21. CONFIDENTIALITY

During the course of providing Services to Barteos, you will be privy to and in receipt of information and intellectual property that is regarded as confidential information (Confidential Information) about Barteos, the Software, the Barteos Foundation, its business and the business of the Manager or the CDM or its affiliated companies and its related entities.

You are prohibited from disclosing any Confidential Information during or at the termination of your Services with the Manager and without prior written consent from the Manager to any person or entity for any reason whatsoever unless it is required in the conduct of the business of the Manager or as required by law.

You are prohibited from using, copying, dis-assembling, transmitting or removing any Confidential Information from the working environments or computer systems for any purpose other than for the business of the Manager or as required by law in your jurisdiction of operation.

The Manager considers Confidential Information as an extremely valuable and strategic property for the exclusive use by the Manager, its affiliated entities and its Client’s. Therefore, any non-compliance by you with this clause is of paramount concern to the Manager and could result in the commencement of disciplinary and or legal proceedings against you directly by the Manager, including the immediate termination of your Contract and Services and any BTE Rights that remain vested. In the event of your non-compliance with this Confidential Information or its misuse, the Manager may seek to recover damages from you without notice and on an indemnity basis. The Manager and the Barteos Network should not suffer any loss or damages from your non-compliance. Your obligations under the heading Confidential of Intellectual Property do not merge at the date of termination of your Services.

22. CONFLICT OF INTEREST

While in the service of the Manager and for a period of twelve (12) months immediately after the termination or expiration of your Contract, you are prohibited from entering into any employment or engaging directly or indirectly, in any other cryptocurrency business that in the sole discretion of the Manager is in direct or indirect conflict with the Manager, its business, the DAS or the Barteos Foundation or in competition with Barteos cryptocurrency at a national or global level. Your obligations pursuant to this clause do not merge for a period of twelve (12) months from the date of termination of your Services.

23. INTELLECTUAL PROPERTY INVENTIONS OR NEW INTELLECTUAL PROPERTY

Any Intellectual Property (IP) that You are exposed to during your engagement is the property of BTEA and the Country Licensee and all related entities. No part of the IP is permitted to be provided to any entity or person directly or indirectly in any format or medium except with the express written permission of BTEA.

It is a condition of your Contract that you must inform the Manager of all results of your professional services, including any inventions or discoveries made either during the course of your Services with the Manager even if it is obtained outside normal business hours, which relates to the business of Manager or its associated or subsidiary companies or any other companies or entities with which Manager may be in association or co-operation.

In this respect, the Manager is entitled to the exclusive ownership and benefits or rights to any New Intellectual property of the results of your Services with the Manager including the right to take out or otherwise have the benefit of any trademark or patent or exclusive use or recognition or protection relating to or arising from these results.  All trademarks, patents, computer software, management systems, commercial systems and commercial processes developed by you or under your control in the period of their engagement with the Manager shall remain the exclusive property of the Manager.

You shall if and when required to do so, during or at the termination of your Contract and at Manager’s expense, apply or join in any application for any such trademark or patent or recognition or protection in your jurisdiction of operation or in any other country for such discoveries, inventions or any process or improvement and you will execute all instruments and do all things necessary to vest all interest and rights in the said patent or recognition or protection in the Manager or its nominee and at the sole and absolute discretion of the Manager.

24. DISPUTE RESOLUTION

If your Contract of Services has a Dispute Resolution clause then that clause shall prevail of this clause, otherwise, any disputes or concerns resulting from your Contract or IBO’s engagement with the Manager or the Barteos Foundation or related entities of the Manager including other IBO’s, entitlements or obligations to the Manager and the Barteos Foundation should be addressed to the Manager.

You and your direct manager will attempt to resolve any disputes or concerns immediately to the mutual satisfaction of both parties. In the event that you cannot resolve any disputes or concerns, the following shall apply:

Prior to any court proceedings commenced, the parties agree that any disputes or concerns resulting from your Contract should be addressed to compliance@barteos.org, or any other address notified in writing, for reference and record. The IBO will have attempted to resolve any disputes or concerns immediately to the mutual satisfaction of the parties with your direct manager. In the event that the IBO cannot resolve the dispute then the IBO may make an application for their case to be heard and settled by a private and party-independent internal judicial assembly convened by the Manager’s (referred to as iCourt) as in accordance with the Standard iCourt Hearing Procedures set out by the Manager. The parties shall abide by the terms and conditions as set out in the iCourt Judicial System.

Notwithstanding the existence of a dispute or difference, each party shall continue to perform their duties under your Contract. Failure for the IBO to continue in their duties may result in the termination of your Contract without any recourse to the Manager or any of its related companies. The decision made by iCourt shall be final and binding on the Parties. The IBO agrees when called for iCourt jury duty, that without a medical certificate they must attend and participate.

In the event that the internal judicial system is not acceptable to any of the parties, then the Parties shall prior to the commencement of any court proceedings refer any dispute whatsoever whether arising from your Contract or from the Service provided by you, to mediation and each party may not commence legal proceedings against each other, other than for urgent interlocutory relief, unless and until such mediation process is concluded. The parties will ensure that the mediation process is conducted as a matter of urgency. The mediation shall be deemed to have concluded when the mediator certifies that the mediation process has concluded or has been exhausted or upon the expiry of 30 days from the date of the appointment of the mediator, whichever occurs first.

Notwithstanding the existence of a dispute, each party shall continue to perform their obligations pursuant to your Contract.

25. TERMINATION

The Manager may terminate your Contract and your Services without notice if you:

(a) are found to be guilty of any serious misconduct including and not limited to, dishonesty, fraud, theft of physical or digital property or acting in any way which in the opinion of the Manager could damage or be likely to damage the business interest or reputation of the Manager and its affiliated clients;

(b) commit a material breach of your Contract;

(d) are charged with a serious criminal offence;

(e) in the opinion of the Manager, are continually or grossly negligent or incompetent in the performance of providing their Services;

(f) your contract term expires;

(g) you are found to be working with or colluding with a competitor.

26. OBLIGATION ON TERMINATION

(a) On termination of your Contract and your Services you must immediately return all property belonging to the Manager and its affiliated entities including but not limited to electronic data and software, reports, working papers, notes, information and computer programs, print-out in your possession or your control.

(b) All intellectual property including, but not limited to, software source codes, inventions, patent rights, trademarks, designs, copyrights and other processes developed or created by or assisted in its creation by you and arising from or developed in connection with the business of the Manager (the Intellectual Property) shall be at the sole property of the Manager.

(c) During the term of your Contract and at the termination of your Contract, you must do all things reasonably required by the Manager to ensure that the Manager and its affiliated entities continue to enjoy all rights, interests and title in the Intellectual Property.

(d) Either party will not directly or indirectly poach or entice any member, employee, agent, contractor, licensee or franchisee of each other to leave the business during the Term of your Contract or for a period of twelve months after the termination or determination of your Contract.

(e) The preceding clauses do not merge on the termination of your Contract or your Services to the Manager.

27. INCONSISTENCY

This Contract shall be subject to any applicable enactment, rule, regulation, by-law or award of any relevant tribunal (legislation) applicable to your country of operation.  If any provision of the Contract is deemed to be inconsistent with the terms of any legislation and the legislation cannot be varied or contracted out, then the terms of the legislation shall prevail, and the part or provision shall to the extent of the inconsistency or purported variance be inoperative until such time when the legislation is repealed or becomes invalid.

28. SEVERANCE

If a provision of your Contract or part is held to be inoperable or invalid or unenforceable for any reason in the jurisdiction, the parties agree that part or provision shall be severable from the Contract by way of written Contract and such severance shall not affect the validity and enforceability of the remaining provisions of your Contract.

29. PROPER LAW

The Contract shall be governed by and in accordance with the laws or legislation in force in the country of the IBO domicile. The parties to your Contract submit to the exclusive jurisdiction of the courts of the IBO domicile to hear any dispute or legal proceedings. If a Country Licensee has not been appointed, then the Licensor has the right to appoint a local licensed manager to act on its behalf, whereby all rights of the Licensor pertaining to your Contract will be transferred to the local licensed manager to appoint a law firm to enforce your Contract in your jurisdiction of operation.

30. NOTICES

The following are the addresses for the service of Notices to each of the parties in your Contract where required under your Contract.

The Manager

Sent to email as outlined in your Contract of Services or at the email address compliance@barteos.org with a return read receipt as proof of sent email.

The IBO

At the nominated address as per your Contract of Services.

31. OTHER PROVISIONS FOR COUNTRY-SPECIFIC MEMBERS

a. Insurances: During the term of this or any subsequent term you agree to hold all relevant insurance policies to cover your and your company. You will nominate the Country Licensee and the CDM as interested parties in the policies and provide a copy of the Certificate of Currency 14 days after issue. Failure to take up the minimum insurance of negligence cover and/or public liability, if applicable, (at no less than USD$5,000,000) will mean a suspension of your Contract until the situation is rectified.

b. Insolvency: If at any stage during your engagement you suffer financial difficulties howsoever occasioned and you:

(i) Become insolvent, bankrupt and come under an Insolvency Trustee or make an arrangement as to your creditors; or

(ii) Your incorporated entity under which you are engaged is insolvent and either an Administrator, Receiver/Controller/Manager or Liquidator or similar is appointed as to the affairs of the entity;

(iii) You are to notify Country Licensee and the CDM within 24 hours whereupon your Agreement will be suspended pending confirmation or subject to any legal proceedings;

(iv) Upon confirmation of any of the sub-clauses i–iii, your Agreement will be automatically terminated and your clients will be transferred back to the CDM for reallocation and any commissions due will be accounted and arrangements made to pay your Insolvency Practitioner unless a Court order is obtained otherwise;

(v) Should you fail to advise your Country Licensee and the CDM of any of the events in sub-clauses i-iii, your Agreement will be terminated without notice and any commissions due will be forfeited.

c. Indemnity: Each party will indemnify each other in the ordinary course of business as to their joint common engagement of the Barteos system as set out in these terms and conditions and in any conjunctive agreements. However, in the instance of negligence of any form by you the Contractor, you agree to indemnify absolutely the Country Licensee and the CDM and all related entities and the Barteos system to the full extent of civil and criminal law. Where the Contractor has an insufficient cover, they will be personally liable.

32. CODE OF CONDUCT FOR ALL IBO’S

This Code applies to all IBO Contractors and their staff or their employees, franchisees, associates, or sub-contractors, who agree as follows:

• Provide prompt, courteous, friendly and efficient service to all Barteos Account holders and their staff at all times.
• Maintain the highest standard of honesty, integrity, fairness and ethical conduct when dealing with Merchants, Customers, Suppliers and other Contractors or IBO’s.
• Be dressed well and appropriately, uniformed with the Barteos logo and be well-groomed and presentable when in a public place or any office and when meeting with Merchants, Users or other Contractors or IBO’s.
• Extend at all times the highest level of professional conduct and courtesy at meetings with other Merchants, Users or other Contractors or IBO’s.
• Not to make any remarks which may damage or derogate the reputation or standing of the Licensor or its Country Licensee or its Members or staff, its agents, the DAS, its Barteos Systems, its Barteos Networks including any IBO and any related company.
• Ensure and be responsible for the acquisition and maintenance of all necessary permits, licenses and insurance cover for the lawful operation in your Jurisdiction of any business associated with the Licensor or its Country Licensee or its CDM.
• Not deviate from any standards of operations or behaviour set down by the Licensor or its Country Licensee for the efficient operation of the Barteos System and the Barteos Network, including but not limited to the proper:
• methods and procedures for the correct operation of your business; and
• selling and recording of the sale of all Products and Services; and
• safety, maintenance, cleanliness, functionality and appearance of all offices, premises and motor vehicles associated with the Barteos image; and
• personal attire worn during business hours and when representing or projecting the Barteos image; and
• use of the Barteos Systems in its entirety; and
• compliance with all relevant National, State and Local laws in your Jurisdiction; and
• content, style and media to be used for advertisements approved by the Licensor or the Country Licensee if appointed; and
• compliance and maintenance of the standards used for the Barteos Image; and
• repair and replacement of worn-out or obsolete equipment, uniforms, signage and all other assets used in representing your Barteos business; and
• proper and effective conduct of your services.

Updated 17th December 2021