Independent Business Owner (IBO) Terms & Conditions
This document serves as an Appendix to your Letter of Offer and contains the generic Terms and Conditions to all the Barteos Contractors.
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 the Letter of Offer made part of this Contract.
Confirmation of our acceptance of the Contract will be counter-signed and confirmed in writing when you have signed the Letter of Offer.
The Blockchain Software in the network of Blockchain computers are known as a Decentralised Autonomous System (“DAS”) and are governed by the Diamonium-Barteos Foundation also referred to as “Satoshi”. The DAS is a software system and framework which the cryptocurrency industry looks at the possibilities of an ownerless, self-functioning and autonomous Decentralised Blockchain software technology. The DAS allows Barteos Token (the cryptocurrency for the Blockchain) holders to contribute in its development and ultimately decide on the future of Barteos Tokens.
The Blockchain invention is itself a DAS and demonstrates the beauty Decentralisation in its purest form. The DAS Software platform is programmed in such a way that there is a budget for the Independent Contractors required to upgrade, develop or promote the platform and Token and pays the Business Development Managers and other Contributors, which include but is not limited to, Software Development, Management, Administration and a Global Sales Force.
The Barteos-Diamonium Foundation is a Global Association of technologists, entrepreneurs, business owners, marketers, and crypto-enthusiasts that will be operating through the Satoshi Ai Framework (“Satoshi”) as human assisted advisors, software developers and contributors. Satoshi has been setup by its IP Owner, Southern Logistics Limited (“SLL”). The Barteos-Diamonium Foundation is an informal community association of Barteos Token owners with a shared interest and purpose, primarily advancing usage of Barteos Tokens on a global level and the cryptocurrency markets generally.
The Barteos-Diamonium Foundation has activities relating to a Token System, including but not limited to: Interaction with Token Stakeholders, Research and Token Development, Developer Management and Recruitment, Token Partner Alliance Development, Jurisdictional Compliance and Governance of Token System, Security Systems, Token Marketing & Advertising, Exchange Token Listing & Management and PR-Social Media Interaction. These activities are temporarily managed by its Manager until the Satoshi becomes a formal incorporated entity scheduled at the end of the Barteos First Token Offering. The Barteos DAS will be an open source initiative offered through the Satoshi Ai System and believes that the Blockchain should be an open community of stakeholders and an ownerless De-centralised system for the General Public to use and enjoy on a global scale.
“Independent Business Owner “IBO” or “you” or “your” or “their” means the person or entity, as specified in your Letter of Offer, that the Manager enters into a contract with as an Independent Contractor. The IBO will always be an independent contractor to the Manager or Satoshi (when incorporated) and their relationship will never be one of employer and employee or an Agent of the Manager and its related entities.
“Manager” or “BTEG” means BTE GLOBAL LIMITED (New Zealand Company No.7633056) and is the governor of the Intellectual Property known as the Barteos Token, the Diamonium De-centralised Autonomous System (“DAS”). BTEG manages the affairs of the Barteos-Diamonium Foundation (Satoshi). BTEG operates globally and operates in each country through its Country Licensed Agent and is a party in your Letter of Offer for your Contract.
“Country Licensed Agent or BTE-NFP” means a Legal entity (a Not-for-Profit Co-operative or Association or a Private NFP Company) operating in each country with the name containing “BTE” or “BARTEOS” and the COUNTRY name (eg. BTE AUSTRALIA CO-OPERATIVE). The BTE-NFP is appointed by the Manager as its Licensed Agent in that country, to act on the Manager’s behalf in the Recruitment, Training and Management of Independent Business Owners (“IBO’s”), and to promote the Barteos Token (“BTE”) to Merchants and users in that country and includes the promotion for the widespread use of its Country-specific BE-WALLET and BTE-FIAT cryptocurrency (when available).
“BE-WALLET” means a country-specific wallet that is governed by BTE-NFP and designed to comply with local government regulations and the trading of BTE-FIAT for that country.
“BTE-FIAT” means a STATE of BTE for a specific country that is pegged directly to its country’s currency. For example: BTE-AUD is pegged to the Australian Dollar and is not susceptible to peaks and troughs in the open global crypto trading exchanges like Binance or Bitfinex etc. BTE-FIAT is always worth one unit of fiat value recognised in that country (eg. 1 BTE-AUD = AUD$1.00) and can be exchanged for Fiat currency or visa-versa by the Manager’s nominated exchange in that country for a competitive exchange rate that does not exceed one percent in exchange fees.
“Global Sales Force” means the roles that define 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 that effect Merchant Introductions, and supply of Trade co-ordinating Services to Merchants and the promotion of Barteos Token usage by the General Public.
“Global Development Director” or “Country Development Manager” or “State Development Manager” or “Regional Development Manager” or “Associate”, all these roles refer to Global Sales Force IBOs with various Key Performance Activities (KPA) and KPI’s, functions and services for the primary purpose of increasing usage of Barteos with Merchants and Users generally into the Barteos eco-trading-system.
“Contractors” means but is not limited to, all the Global Sales Force and all other management and administrative roles, developers and promoters of the Barteos DAS which includes all human assisted learning advisors known as “Satoshi Advisors”. All Contractor roles refer to IBOs with various functions and services for the primary purpose of developing and establishing the usage of the Barteos Token and its Autonomous Systems. Contractors are no engaged in any manner as employees or quasi-employees.
“Parties” means the Manager, its authorised Licensed Agent and the IBO as stated in the Letter of Offer.
“Contract” means this document, your letter of Offer and all Contracts as signed by the Parties.
“Commencement Date” The date as specified as the Commencement Date in the Letter of Offer.
“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 the Letter of Offer.
“Diamonium” refers to an independent De-centralised Blockchain that works on a Delegated Proof of Authority (DPoA) consensus model, specifically designed for commercial use by the general public and capable of operating micro transactions.
“Barteos” or “BTE” is the native cryptocurrency for the Diamonium Blockchain.
“Merchant” means any business that is registered to conduct business in their respective Jurisdiction. This includes but is not limited to, companies, partnerships, sole traders, cooperatives and not-for profit entities but does not include businesses that have been setup to service a client. 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.
“Barteos System” means the comprehensive cryptocurrency system, including the use of Intellectual Property, the Confidential Information and the adherence by IBO’s and agents to standards and policies of the Manager for providing the uniform operation for all participants in Barteos Network.
“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, agents and the structure to effect Merchant Introductions, sales and supply of trading Services to Merchants and the Barteos partners/suppliers of other value added products or services.
“Confidential Information” means information relating to the Barteos Token, the Diamonium DAS, the Artificial Intelligence system known as “Satoshi”, the Operations Manuals, printed or soft copy of material relating to the Barteos System, CRM systems, Training materials and content, the affairs of BTEG 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 business 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-Diamonium Foundation, BTEG and its related entities BTE-NFP’s (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 BTEG, or any other companies or entities with which BTEG may be in association or co-operation and includes any Intellectual Property.
“Intellectual Property” or “IP” means inter alia the Barteos System, any trade name containing the words or variation thereof, “Barteos” or “Diamonium” or “DAS” or “Daisim” or “Satoshi” or “Country Licensed Agent” or “IBO” or “De-licensee” or “BE WALLET” 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 BTEG or related entities, 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 ownership of SLL.
“Procedures” means the procedures of the Manager and its authorised BTE-NFP 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, Bulletins, Websites, Terms and Conditions, Rules and Guidelines and other notices or correspondence establishing systems, procedures, policies and standards) as circulated by the BTE-NFP or as amended by the Manager from time to time;
“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” or “NM”) 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. The Nominated Manager must be a person who is the Corporate IBO’s Director and Guarantor (if applicable) and must execute this Contract in its entirety with the Manager and binds the IBO and its Nominated Manager, jointly and severally, as to the terms and conditions of their Contract.
As a Contractor you are not employed by the Manager or the BTE-NFP nor do you have a legal relationship with the Manager or its Agent, other than the relationship pursuant to the Contract you signed and nor are you a subsidiary company of the Manager or its Agent. The Parties further acknowledge that the Manager or its Agent has no financial or other interest in the Contractors business or company. By entering into a Contract and despite any training, assistance and supervision afforded by the Manager or its Agent, the Contractor acknowledges that it shall always be an independent contractor providing services to the Manager or its Agent 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, stationary and forms and office space to adequately house and to carry out its duties and business pursuant to their Contract.
Global Sales Force IBO’s are Territorial and each Country is divided into States and each State into Regions and each Region by Postal Codes or similar. Your Letter of Offer refers to your Territory applicable to your Title. Your Contract only allows you to prospect and recruit Merchants in the Territory specified in your Letter of Offer and in accordance to the Territory Policy. Known referral sales are allowed and have no area boundaries however, if the DAS does not have the Smart Contract Coded for payments outside of Territory or the Manager has no system to manage referral sales outside of Territory, then the RDM owning the Territory and receiving Commission from the DAS shall pay the RDM that made the Sale an amount of 100% of the Commission direct under the same Terms and Conditions as if they were paid by the DAS or the Manager. The RDM that owns the Territory shall not be paid any commission but shall have the right to canvass 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.
You are subject to a Probationary Period as specified in your Letter of Offer, 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 upline manager, or BTE-NFP or the Manager.
- During or at the end of the Probationary Period, the Manager or its Agent 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 either 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 temporary upline management until the AI system (Satoshi) becomes live and autonomous.
The Contract fee is the total commissions received by you from the DAS as per your Letter of Offer and does not include the BTE Token Rights Agreement (BERA).
All payments are made from the DAS. Payments will be deposited into your Wallet in BTE where it can be exchanged for fiat currency operating in your country and if available through a Barteos affiliated cryptocurrency exchange. 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 or its Agent, you shall refund any Commissions or Royalties paid to you from that transaction back to the Manager in the same proportion as the commissions received by you.
The Token Rights Agreement – means the number of Barteos Tokens with a Vesting Period as specified in your Letter of Offer and your Token Rights Agreement. The Tokens will be transferred to your wallet in monthly instalments over the Vesting Period. 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 Exchange.
Vested Tokens refer to the Barteos Tokens you receive over a Vested Period. The number of Vested Barteos and the Vested Period are as specified in your Letter of Offer and the BTE Rights Agreement.
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 on the Blockchain as a smart contract to release funds monthly. 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 minus any Commission Tokens or 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 or at the price of your original Rights Fee value, whichever is the highest.
The Terms and Conditions of your BTE Rights Fee is covered in your BTE Rights Agreement. You need to pay the Rights Fee as specified in your Letter of Offer in BTC and or ETH. This fee is payable to the relevant BTC and ETH addresses as supplied to you by the Manager.
All Barteos Policies and Procedures form part of this Contract and you agree to abide by these Policies and Procedures and to keep abreast of the documents as they change from time to time.
You will report to the relevant person as nominated by the Manager from time to time. You shall not place any advertising that relates to the Barteos System or Barteos Network without written authorisation from the Manager. All advertising must be approved in writing and sent to firstname.lastname@example.org
You will work as you see fit as long as you achieve your sales targets that you have undertaken. The Manager is not in control of your work schedule, YOU ARE and if you don’t make your targets your Contract will be terminated or altered to reflect the downward adjustment change in your engagement.
Each Service Role has different KPAs and KPIs. The KPAs and KPIs for your Service Role are specified in your Letter of Offer and Boardroom Manuals.
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 BTE-NFP Business in your country and adhere to Manager’s Sub-contract Policies and Procedures. This IBO Terms and Conditions also forms part of that sub-contract.
Your weekly activities will be observed and recorded by your Management and “Satoshi” when the system becomes live. 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 as an IBO by the DAS.
In the case of health or personal issues, you may request your Manager 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 your Manager and dependant 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.
During the course of providing Services to the DAS, you will be privy to and in receipt of information and intellectual property that is regarded by the Manager and its Agent as confidential information (“Confidential Information”) about Diamonium and Barteos, the Software, the Barteos-Diamonium Foundation, its business and the business of the Manager 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 Manager and without prior written consent from Manager to any person or entity for any reason whatsoever, unless it is required in the conduct of the business of 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 Manager and its Clients. 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 or its Agent, including the immediate termination of your Contract and Services and any Unvested BTE Rights. In the event of your non-compliance of this Confidential Information or its misuse, the Manager or its Agent may seek to recover damages from you without notice and on an indemnity basis. The Manager and the Barteos Network does not need suffer any loss or damages from your non-compliance. Your obligations under the heading “Confidential” do not merge at the date of termination of your Services.
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 its business, the DAS or the Barteos-Diamonium Foundation or in competition with Barteos cryptocurrency globally. Your obligations pursuant to this clause do not merge for a period of twelve (12) months from the date of termination of your Services.
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 trade mark 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 this Contract and at Manager’s expense, apply or join in any application for any such trade mark 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 absolutely discretion of the Manager.
Any disputes or concerns resulting from this Contract or IBO’s engagement with the Manager or the Barteos-Diamonium Foundation or related entities including other IBO’s, entitlements or obligations to the Manager and the Barteos-Diamonium Foundation should be addressed to your upline manager.
You and your upline 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 any court proceedings commenced, the parties agree that any disputes or concerns resulting from this Contract should be addressed to email@example.com, 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 upline 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 Agent (“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 this Contract. Failure for the IBO to continue in their duties may result in the Termination of your Contract without any re-course 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 the 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 be 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 this Contract.
The Manager may terminate this Contract and your Services without notice if you:
- 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 Manager and its affiliated Clients;
- commit a material breach of this Contract;
- are charged with a serious criminal offence;
- in the opinion of the Manager, are continually or grossly negligent or incompetent in the performance of providing their Services.
- On termination of this 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 the possession or your control.
- 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 and its Clients.
- 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.
- 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 this Contract or for a period of twelve months after the termination or determination of this Contract.
The preceding clauses do not merge on the termination of this Contract or your Services to the Manager.
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.
If a provision of this 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 this Contract.
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 this Contract submit to the exclusive jurisdiction of the courts of the IBO domicile to hear any dispute or legal proceedings. Other than the BTE-NFP Agent, the Manager has the right to appoint a local licensed agent to act on its behalf, whereby all rights of the Manager pertaining to this Contract will be transferred to the local licensed agent to appoint a law firm to enforce this Contract in your jurisdiction of operation.
The following are the addresses for the service of Notices to each of the parties in this Contract where required under this Contract.
Sent to email address firstname.lastname@example.org with a return “read receipt” as proof of sent email.
At the nominated address as per your application.
This Code applies to all IBO Contractors and their staff or their employees, franchisees, Agents, associates or sub-contractors, who agree as follows to:
- Provide a prompt, courteous, friendly and efficient service to all Customers 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.
- Be dressed well and appropriately, uniformed with the Barteos logo, 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 Manager or its BTE-NFP Agents, the DAS, its Systems, Networks, IBO’s and any related company or its members or staff.
- Ensure and be responsible for the acquisition and maintenance of all necessary permits, licences and insurance cover for the lawful operation in your Jurisdiction of any business associated to the Manager or its BTE-NFP’s.
- Not deviate from any standards of operations or behaviour set down by the Manager or its BTE-NFP Agent for the efficient operation of the Barteos System and Network, including but not limited to the proper:
- a) methods and procedures for the correct operation of your business; and
- b) selling and recording of the sale of all Products and Services; and
- c) safety, maintenance, cleanliness, functionality and appearance of all offices, premises and motor vehicles associated with the Barteos image; and
- d) personal attire worn during business hours and when representing or projecting the Barteos image;
- e) use of the Barteos Systems in its entirety; and
- f) compliance with all relevant National, State and Local laws in your Jurisdiction;
- g) content, style and media to be used for advertisements approved by the Manager;
- h) compliance and maintenance of the standards used for the Barteos Image;
- i) repair and replacement of worn out or obsolete equipment, uniforms, signage and all other assets used in the Barteos business;
- j) proper and effective conduct of your services.