Treasurer Service Fee Framework Charter

⚠ SUPERSEDED. This Charter is retained in the Charter Hall record but is no longer the operative reference for Treasurer earnings. The canonical operational document is Treasurer Pricing Structure v2.0 (Member-facing reference: /treasurers/pricing). Key structural changes: (1) CGP allocation rate is fixed per tier (15/18/20/22.5/25%) rather than Treasurer-set within a band; (2) subscription cost is fixed per CGP tier (£25 / £45 / £75 / £125 / £200) rather than Treasurer-chosen across modes. The Uber v Aslam substance-over-form reasoning is preserved structurally — no payment ever flows from the platform's books to a Treasurer.

Status: v1.0 superseded. Originally drafted as the compound subscription mechanism by which Members pay their Treasurer a service fee through the platform's payment processing, replacing the prior platform-paid TEP compensation structure. No payment flows from the platform's books to any Treasurer under this Framework. The platform’s role is mechanical: it processes the Member’s subscription, routes the Treasurer portion to the Treasurer, and retains the platform infrastructure portion. (The compound-routing premise survives in Pricing v2.0; the surface presentation changes.)

Preamble

For the Treasurer-platform relationship to be substantively independent contracting — not merely labelled — the platform must not be the payer. Under the substance-over-form test articulated in Uber BV v Aslam [2021] UKSC 5, the court weighed Uber’s position as the sole payer of drivers as a material indicia of worker classification. A platform that pays a person is structurally an employer-like party; a platform that routes payment between a person and their customer is a payment processor.

This Framework restructures the Treasurer’s compensation flow so that no payment ever moves from the platform’s books to a Treasurer. The Member’s subscription is structurally compound: a portion flows to the platform for infrastructure, a portion flows to the Member’s Treasurer for service. The platform’s payment-processing infrastructure routes the split. The Treasurer’s revenue is from Members, processed by the platform; it is not platform compensation.

The Member-facing subscription price is unchanged. The platform's economics are preserved (platform retains the same infrastructure portion it would have retained under the prior model). What changes is the legal and accounting characterisation of the flow, and the visible structure of the Treasurer’s earnings.

This Framework also removes three platform-paid bonuses (Activation Bonus, Retention Bonus, Health Bonus) that previously formed part of TEP. Those bonuses, while operationally simple, presented direct platform→Treasurer payment streams that the Aslam test would weigh against contractor status. Their motivational purpose (rewarding Treasurer onboarding, retention, and Circle health) is preserved structurally — onboarding and retention scale the Treasurer’s service-fee revenue directly; Circle health drives the tier progression that determines the Treasurer’s fee band.

Section 1 — Scope of this Framework

1.1 What this Framework establishes

This Framework establishes:

(a) The compound subscription mechanism by which a Member’s subscription is structurally split between platform infrastructure and Treasurer service.

(b) The per-tier service fee bands within which a Treasurer sets their own per-Member service rate.

(d) The platform’s role as payment processor (book-and-records treatment; settlement mechanics; flow-through accounting).

(e) The annual review procedure by which the Framework’s bands and parameters are updated.

(f) The Treasurer’s right of non-renewal where the Framework changes adversely.

1.2 What this Framework supersedes

This Framework supersedes the following provisions of the prior TEP Methodology Charter v1.0 and the TEP Methodology v2 Amendment Rider:

| Prior provision | Status under this Framework | | --- | --- | | TEP Methodology §3.2 — Activation Bonus | Removed. No per-qualified-Member one-time platform payment. The Treasurer’s onboarding incentive is the ongoing service-fee subscription split that the qualified Member produces. | | TEP Methodology §3.3 — Residual Earnings (15-20%) | Reframed. What was "platform pays Treasurer X% of attributable subscription revenue" is now "Member pays Treasurer X% of their own subscription directly, processed by the platform." The X% sits within a Treasurer-set band per tier (Section 3). | | TEP Methodology §3.4 — Retention Bonus | Removed. No 6/12/24-month platform milestone payments. The Treasurer’s retention incentive is the continuing subscription-split revenue that retained Members produce. | | TEP Methodology §3.5 — Health Bonus | Removed. No quarterly Circle-health platform award. Circle health is incentivised structurally through the tier algorithm (which gates progression to higher fee bands) and through market discipline (Members leaving a poorly-administered Circle reduces the Treasurer’s subscription-split revenue). |

The remaining TEP Methodology provisions (§1 What Treasurers do, §2 The five identity levels, §4.1 Treasurer-issued invoicing for settlement, §5 Anti-abuse heuristics, §6 Suspension and removal, §7 Tax) remain in force, read consistently with this Framework. Where any conflict arises between the prior provisions and this Framework, this Framework governs.

1.3 What this Framework does NOT change

The following remain operative unchanged:

(a) All Member subscription tiers and prices (Free, Credit Builder, Pro, Business, Enterprise). The Member-facing subscription price is unchanged.

(b) All Member-paid fees (qualification fees, Coordination Fees, audited-record fees, AI credit pack prices).

(c) All Member-paid products (audited records — Trust Passport, Credibility Report, Member Activity Record; CirclShop SKUs).

(d) The Scholarship Pool funding commitment.

(e) Member Referral Rewards (MRR) — a Member-to-Member referral mechanism, unrelated to Treasurer compensation, no Aslam implication.

(f) Treasurer qualification fees (£25 T1 / £150 T2 / £400 T3 — Treasurer pays platform, no Aslam concern).

(g) Coordination Fees (Treasurer-owed to platform for coordination services — netted from the Treasurer’s service-fee accrual at monthly settlement).

(h) The Treasurer Tier Algorithm v1.2 — continues to compute tier eligibility per the documented criteria. Under the Member-Voting amendment (Treasurer Architecture Pack v2, forthcoming), the algorithm computes eligibility and a simple Member yes/no vote confirms tier progression. The fee band a Treasurer can choose from is determined by their tier.

(i) The Custody Framework Charter v1.0 — the three-category custody model is constitutional, unaffected by this Framework.

(j) The Treasurer Code of Conduct v1.0 — the substantive professional standards are unaffected by this Framework.

Section 2 — The compound subscription mechanism

2.1 Structural composition

A Member’s subscription is structurally compound:

Member subscription (e.g. Credit Builder, £9.99/month)
  =  Platform infrastructure portion
  +  Treasurer service portion (if Member is in an active Circle)

For a Member not currently in an active Circle, the subscription is paid entirely to the platform — there is no Treasurer service portion. When the Member joins a Circle, the structural split activates: a portion is reallocated to the Member’s Treasurer at the Treasurer’s posted rate.

2.2 The single payment instrument

The Member’s payment method (Stripe, WiPay, Paystack, or equivalent supported processor) is charged once for the full subscription amount. The Member sees one transaction. The platform’s payment-processing infrastructure receives the funds and immediately separates the Treasurer portion as a payable to the Treasurer; the platform retains only the infrastructure portion as its revenue.

2.3 Book-and-records treatment

The platform’s accounting recognises only the infrastructure portion as platform revenue. The Treasurer portion is recorded as a platform liability to the Treasurer at the moment of Member payment, settled monthly per Section 4. This is the standard marketplace-platform accounting treatment for seller-bound payments (analogous to Uber Eats handling restaurant payments, Etsy handling seller payments, or Stripe Connect handling platform-partner payments).

The platform’s VAT treatment, corporation tax treatment, and statutory accounting all reflect this flow-through characterisation. The Treasurer portion is never platform revenue; the Treasurer’s tax position is the Treasurer’s responsibility per the Treasurer Agreement, in their independent-contractor capacity.

2.4 Member-facing transparency

At subscription sign-up and on the Member’s billing surface, the Member sees the compound payment structure when applicable:

Your monthly subscription
─────────────────────────
Platform infrastructure        £A.AA
Treasurer service              £B.BB
─────────────────────────
Total                          £9.99

For a Member not in an active Circle, the Treasurer service line is absent and the Member sees only the platform infrastructure line at the full subscription price.

The Treasurer’s identity and rate are visible to the Member on the Treasurer Profile (Treasurer Practice Suite surface, forthcoming) and at Circle formation before the Member commits to joining the Circle. A Member cannot be enrolled in a Circle without seeing the Treasurer’s posted rate.

Section 3 — The service fee bands

3.1 Per-tier bands

The platform publishes a band per Treasurer tier within which the Treasurer sets their own service fee. The fee is expressed as a percentage of the Member’s subscription that flows to the Treasurer rather than the platform:

| Tier | Friendly name | Band (% of Member subscription) | Midpoint | | --- | --- | --- | --- | | L1 | Community Builder | 13% – 17% | 15% | | L2 | Circle Steward | 16% – 20% | 18% | | L3 | Community Anchor | 18% – 22% | 20% | | L4 | Regional Custodian | 20.5% – 24.5% | 22.5% | | L5 | Circl Ambassador | 23% – 27% | 25% |

The midpoints (15 / 18 / 20 / 22.5 / 25) represent the Community Growth Programme allocation share attributable to Members in the Treasurer's Circles. The wider spread between tiers — Strategic Refinements I.4 (5 June 2026) — creates meaningful progression and reflects the substantive contribution that higher-tier Treasurers make to platform growth. The bands of ±2 percentage points around each midpoint give the Treasurer meaningful pricing range while preserving operational predictability for Members.

3.2 Treasurer-set rate within band

The Treasurer sets their own rate within their tier’s band. The Treasurer may position at the lower end of their band to attract Members on price; they may position at the upper end where they bring particular expertise (specific tradition authority, established track record, geographic scarcity, multi-jurisdictional capacity). The platform does not direct the Treasurer’s positioning within the band.

The Treasurer may change their posted rate at most once per quarter. Rate changes take effect for new Member enrolments from the change date; existing Members continue at the rate that applied when they joined the Circle until their Circle’s next contribution cycle completes. This protects Members from rate-change surprises.

3.3 Disclosure requirements

The Treasurer’s current posted rate is disclosed:

(a) Prominently on the Treasurer Profile (the practice-marketing surface in the Plaza, forthcoming).

(b) At Circle formation, in the Member’s pre-join review screen, alongside the Circle’s Bylaws and the Custody Framework Category the Circle is using.

(d) On any Member Activity Record or audited record generated by a Member while in the Treasurer’s Circle (the rate that applied during the relevant period appears in the activity-attestation footer).

3.4 Why bands rather than free pricing

A pure free-for-all on Treasurer pricing would produce two problems. First, predatory pricing — a Treasurer could charge an unreasonably high fee that exploits a Member with limited choice. Second, race-to-the-bottom undercutting — Treasurers could compete each other below the rate at which the role is economically sustainable, damaging the platform’s infrastructure and Member outcomes.

The bands provide reasonable boundaries. They are the regulatory baseline analogous to fee caps in regulated markets (the FCA’s caps on interchange fees, the cap on UK landlord agency fees). The bands are justified by Member protection and market integrity, not by control over Treasurers. Within the bands, the Treasurer is genuinely setting their own rate.

This is the franchise comparison. McDonald’s franchise agreements set the operational framework (menus, prices, store design, brand standards) — franchisees operate within the framework. Franchisees are unambiguously independent businesses, not employees of McDonald’s. UK courts have repeatedly held this. The Service Fee Framework operates analogously.

Section 4 — Settlement mechanics

4.1 Monthly accrual

The Treasurer’s service-fee revenue accrues continuously as Members pay their subscriptions. At each Member-subscription billing event, the Treasurer’s portion is recorded as a platform liability to the Treasurer; the platform’s infrastructure portion is recorded as platform revenue.

4.2 Monthly settlement via Treasurer-issued invoice

Per the TEP Methodology v2 Amendment Rider §4.1 (incorporated by reference), the Treasurer settles their accrued service-fee revenue via Treasurer-issued invoice on a monthly cadence. The platform pre-populates the invoice from the Treasurer’s accrued portion; the Treasurer reviews for accuracy, corrects any inaccuracy, and submits. The platform settles the submitted invoice by transfer to the Treasurer’s nominated payment instrument within five business days. Coordination Fees are netted within the same invoice.

The Treasurer’s accrual is visible on the Treasurer’s dashboard at all times; the formal invoice cycles monthly.

4.3 Currency, FX, and rails

The platform’s existing payment-rails infrastructure (Stripe Connect, Wise, WiPay, Paystack, and equivalents per jurisdiction) handles currency and FX. Where the Member subscription is in one currency and the Treasurer’s nominated payment instrument is in another, FX is applied at the Bank of England daily reference rate per the existing TEP Methodology §4.6. The Treasurer’s service fee is calculated and recorded in the Member’s subscription currency; FX applies at settlement.

4.4 Minimum thresholds + acceleration

The existing TEP Methodology §4.4 minimum-payout thresholds and §4.5 acceleration mechanism remain in force, read consistently with this Framework (i.e., the threshold + acceleration apply to the Treasurer’s service-fee accrual, not to platform-paid bonuses which no longer exist).

4.5 Anti-abuse heuristics

The existing TEP Methodology §5 anti-abuse heuristics remain in force. They detect anomalous service-fee accrual patterns (suspicious Member-acquisition velocity, cluster-recruitment patterns, off-platform coordination indicia) and flag for platform admin review per the existing TEP Methodology §5.3. The heuristics are unchanged in substance; only their target (service-fee anomalies, not bonus anomalies) reflects the Framework’s reduced surface.

Section 5 — Treasurer Practice continuity

5.1 The continuity principle

The Members in a Treasurer’s Circles belong to the Treasurer’s practice. The platform does not own the Treasurer-Member relationship beyond the platform’s mechanical role in processing payments, generating audited records, and providing the dispute mechanism. A Treasurer building their practice acquires Members; those Members are the Treasurer’s commercial relationship, not the platform’s.

5.2 No non-compete, no non-solicit

The Treasurer Agreement (v1.0 live, v2 draft) does not include non-compete clauses preventing a Treasurer from operating on competing platforms, and does not include non-solicit clauses preventing a Treasurer from inviting their Members to follow them. Such clauses would be antithetical to the independent-operator framing and would be challenged successfully under UK case law that disfavours restrictive covenants on independent contractors.

5.3 Departure and continuity

When a Treasurer departs the platform (voluntarily, by retirement, or by the platform’s exceptional-category termination per the Selection Committee Charter), their Members have continuity options per the Treasurer Architecture Pack v2 (forthcoming) Member-continuity section. Members may stay on the platform with another Treasurer, follow the Treasurer to another platform (with structured-export portability of their platform record per UK GDPR portability rights as a floor), or operate in a hybrid arrangement (stay on the platform but maintain a continuing service relationship with the departing Treasurer).

Section 6 — Annual review procedure

6.1 Cadence

The Service Fee Framework bands and parameters are reviewed annually, anchored to the platform’s fiscal year-end (currently 30 June). Each annual review opens 90 days before the fiscal-year-end and concludes 7 days before. New band parameters take effect on the fiscal-year-end date.

6.2 Procedure

The review procedure is light:

(a) Treasurer consultation (30 days) — the Treasurer Council convenes a Treasurer-wide consultation through the dedicated Forum channel. Treasurers surface views on band positioning, jurisdiction-specific concerns, settlement-timeline experience, and any other operational parameter. Aggregate-only results published.

(b) Council recommendation (15 days) — the Council formulates a written recommendation to the platform, anchored in the consultation results and the Council’s independent judgment.

(c) Platform response (30 days) — Circlworld publishes its response, including any commercial reasoning, regulatory considerations, or strategic positioning that informs its proposed bands.

(d) Notice period (90 days from publication of agreed bands) — the agreed bands are published at least 90 days before they take effect. Treasurers have the 90-day notice window to adjust their posted rates within the new bands or to exercise the §6.4 right of non-renewal.

(e) No Town Hall ratification step — the Member-facing impact is contained (the Member’s subscription price is unchanged; only the Treasurer’s share within the platform-processed flow changes). The annual review is a Council-platform procedure, not a full constitutional negotiation.

6.3 What is published each cycle

For each annual review, the public record at /transparency/service-fee-framework-review/[year] includes:

(a) The Treasurer-wide consultation aggregate (no individual Treasurer responses; sub-aggregates by jurisdiction and tier where the sample protects anonymity).

(b) The Council’s written recommendation.

(d) The bands taking effect and the effective date.

(e) The Treasurer right of non-renewal notice (Section 6.4).

6.4 Right of non-renewal

If a Treasurer’s tier band changes adversely (the band’s upper bound drops below the Treasurer’s current posted rate), the Treasurer may elect to:

(a) Maintain their existing posted rate for their existing Members until those Members’ Circles complete the cycle in progress. After that cycle, the new band applies and the Treasurer must reposition.

(b) Withdraw from the platform’s Treasurer programme without prejudice to their Standing or Member Activity Record. The withdrawal triggers Member-continuity options per Section 5.3.

The right of non-renewal exists because the Treasurer entered into the contracting relationship on the basis of the bands in force at qualification. The platform cannot vary that relationship adversely without giving the Treasurer the alternative of leaving.

Section 7 — Aslam-defence rationale

This section is included to preserve the design rationale for future review. It does not bind future amendments.

The Framework is designed against the substance-over-form test articulated in Uber BV v Aslam [2021] UKSC 5. The Supreme Court’s reasoning identified five primary factors that pointed to worker classification of Uber drivers. This Framework, in combination with the Treasurer Architecture Pack v2 amendments and the Member-Voting tier mechanism, addresses each:

| Aslam factor | What it weighed | How this Framework answers | | --- | --- | --- | | Platform set the price | Uber set fares; drivers had no negotiation | Treasurer sets their rate within a band per tier | | Platform set the contract | Take-it-or-leave-it terms | The Treasurer Agreement is annual, renewable, with 90-day amendment notice | | Platform restricted communications | Drivers could not develop independent passenger relationships | No non-compete, no non-solicit; Members can follow a departing Treasurer | | Platform graded performance | Star ratings + opaque deactivation | Tier algorithm publishes its criteria; Member-vote confirms progression; Selection Committee handles material adverse decisions | | Platform paid the worker | Uber paid drivers from Uber’s books | The platform never pays the Treasurer; the Treasurer is paid by Members through the platform’s processing infrastructure |

The fifth factor — platform-as-payer — is the structural shift this Framework delivers. The other four factors are addressed by adjacent architectural commitments (the bands, the annual Agreement, the no-restrictive-covenants posture, the Member-Vote tier mechanism, the Selection Committee). Together they shift the substance, not just the form, away from worker-classification indicia.

Removing the Activation Bonus, Retention Bonus, and Health Bonus is structurally meaningful here. Those three bonuses, while operationally simple, each presented a direct platform→Treasurer payment stream. Aslam would weigh each as platform-as-payer evidence. Their removal eliminates that evidence entirely. The Treasurer’s motivational incentives (recruiting Members, retaining Members, running healthy Circles) are preserved structurally — they all scale the Treasurer’s subscription-split revenue or the Treasurer’s tier band.

Section 8 — Amendment of this Charter

8.1 Material amendment

A material amendment to this Charter (changes to the §3.1 bands beyond the annual review procedure, the §2 compound subscription mechanic, the §5 Practice continuity principles, the §6 annual review procedure) requires:

(a) Treasurer Council written proposal with reasoning.

(b) 60-day Forum consultation.

(d) Town Hall ratification with 20% quorum and simple-majority approval.

8.2 Operational adjustments via annual review

Adjustments to the §3.1 bands made through the annual review procedure do not require the §8.1 amendment process. The annual review IS the amendment mechanism for bands.

8.3 Minor adjustments

Operational minor adjustments (surface name changes, internal procedural refinements that do not change the substance of any Treasurer’s or Member’s position) may be made by joint Council + platform agreement, documented on the public transparency record.

Section 9 — Adoption

This Charter takes effect on Town Hall ratification per §8.1, with the following implementation sequence:

(a) Phase 1 (immediate on adoption): The Charter is published; the prior TEP Methodology §3.2, §3.4, §3.5 bonus provisions cease to apply prospectively; existing accrued bonuses (if any are still in flight from prior periods) settle per the prior provisions; new accrual under this Framework begins.

(b) Phase 2 (within 30 days of adoption): Treasurer dashboard surfaces reflect the new framing (service-fee accrual, compound-subscription split, no bonus lines). Member-facing subscription billing surfaces reflect the compound subscription breakdown.

(c) Phase 3 (within 90 days of adoption): Treasurer Profile surface (Treasurer Practice Suite) goes live; Treasurers post their rates within the bands; Members see the rates at Circle formation.

(d) Phase 4 (within 12 months of adoption): First annual review cycle opens (90 days before the next fiscal-year-end) per §6.

The transitional period preserves Treasurer earnings continuity: no Treasurer loses already-accrued amounts; the framework change is prospective.