Treasurer Partner Agreement — v2 Amendment Rider
Status: v2.0-draft. The live Treasurer Partner Agreement v1.0 continues to govern until this rider is approved through the §16.4 material-change procedure. This document presents the proposed amendments in redline format for counsel review in both contracting jurisdictions (UK and Jamaica).
Procedure to bind: 30 days' written notice (per v1.0 §16.4) · Treasurer right of termination if change is unacceptable (per v1.0 §16.2) · counsel review in both jurisdictions · coordination with TEP Methodology v2 + Custody Framework Charter v1.0 + Treasurer Code of Conduct v1.0.
Purpose of this rider
Eight amendments to the Treasurer Partner Agreement v1.0 are proposed:
| # | Amendment | Reason | |---|---|---| | 1 | New §1.6 — Bylaws-defined Treasurer duties | Make explicit that the Circle's Bylaws define the specific duties for each Circle; this Agreement sets the floor | | 2 | New §3.5 — Treasurer professional autonomy | Make the Uber contractor-status indicia explicit and visible — choice of engagement, decline rights, schedule control, portfolio operation, supplementary income, portable Standing, withdrawal at will | | 3 | §5 entire rewrite — Custody Framework reference | Replace "Phase 1 member-to-member model is the default" with the three-category Custody Framework Charter v1.0 — Category A (Member-vote), Category B (escrow-only loans + CPR), Category C (escrow-only cross-border) | | 4 | §4.7 amendment — Treasurer-issued invoices | Move from "Circlworld performs Monthly Settlement" to "Treasurer issues invoice; platform settles within 5 business days" — the contractor's standard | | 5 | New §6.3 — Code of Conduct + Custody Framework acknowledgement | Cite both as the governing constitutional documents the Treasurer signs at certification | | 6 | §9.4 amendment — Peer + Member panels for conduct violations | Replace "Circlworld unilaterally decides warning/probation/downgrade/suspension/termination" with Treasurer Council + Selection Committee + DSC procedure | | 7 | §13.2 amendment — Selection Committee finding for material termination | Move material removal from "Circlworld may terminate for cause" to "Selection Committee finding required for material termination grounds" | | 8 | §16.1 amendment — Treasurer Council consultation for parameter changes | Replace "Circlworld may update parameters with 60 days' notice" with "Treasurer Council consultation required for material parameter changes" |
These amendments work together with the TEP Methodology v2 Amendment Rider, the Custody Framework Charter v1.0, and the Treasurer Code of Conduct v1.0. Partial adoption of one without the others creates doctrinal drift; all four bind together.
Amendment 1 — New §1.6 (Bylaws-defined Treasurer duties)
Current v1.0 text
§1.2 lists the related Circlworld documents. There is no §1.6. The Treasurer's specific duties are largely set by this Agreement, the Programme Rules, and the platform's standard procedures.
Proposed v2.0 text — new §1.6
§1.6 Bylaws-defined Treasurer duties
(a) This Agreement sets the floor. This Agreement establishes the baseline duties, rights, and protections that apply to every Treasurer who serves any Circle through the Programme. The provisions of this Agreement are the platform-wide floor.
(b) The Circle's Bylaws define the specific role. Each Circle's Bylaws — adopted by the Members at the Circle's formation and amendable under the Circle's amendment procedure — define the specific Treasurer duties for that Circle, including:
(i) the cadence and form of contribution confirmation; (ii) the disbursement schedule and the dual-confirmation payout mechanism; (iii) the reconciliation cadence and reporting form; (iv) the custody model adopted by the Circle under the Custody Framework Charter v1.0; (v) the dispute initiation and escalation procedures applicable to the Circle; (vi) any tradition-specific procedures the Circle has adopted under the Cultural Architecture Policy v2.0; (vii) the Treasurer's role-specific obligations beyond the platform-wide floor.
(c) Where Bylaws and this Agreement conflict. Where the Circle's Bylaws are more protective of Members (more frequent reconciliation; stricter dual-confirmation; longer notice periods for disbursement, etc.) the Bylaws prevail. Where the Circle's Bylaws are less protective than this Agreement, this Agreement prevails. The Bylaws cannot remove the platform-wide floor.
(d) The Treasurer's engagement is with the Circle, through its Bylaws. When a Treasurer takes on a Circle, the Treasurer engages with that Circle's Members under that Circle's Bylaws. The platform records and supports the engagement; the platform does not assign the engagement, define the engagement's substantive terms, or dictate the engagement's day-to-day operation. The platform provides the platform-wide infrastructure and the floor protections.
Reasoning
Under the Uber BV v Aslam [2021] UKSC 5 substance-over-form test, one of the strongest worker-classification indicia is that the worker's day-to-day duties are dictated by the platform rather than by the customer/counterparty. The current v1.0 Agreement has Circlworld defining most of the operational substance through the Programme Rules. Moving the substantive duty-definition into Circle Bylaws — adopted by the Members of each Circle — moves the platform from "duties-dictator" to "infrastructure provider" in a structurally observable way. This is the deepest amendment in the rider.
Amendment 2 — New §3.5 (Treasurer professional autonomy)
Current v1.0 text
§3.1–3.4 cover independent-contractor classification, mutual recognition, no partnership, and jurisdiction-specific tax. The autonomy of the Treasurer in commercial terms is implicit.
Proposed v2.0 text — new §3.5
§3.5 Treasurer professional autonomy
The independent-contractor classification in §3.1 reflects the Treasurer's genuine professional autonomy under this Agreement. Specifically:
(a) Choice of engagement. The Treasurer chooses which Circles to administer. The platform does not assign Circles to Treasurers. A Circle's Members select their Treasurer per their Bylaws.
(b) Right to decline. The Treasurer may decline any new Circle engagement without economic penalty or adverse consequence to existing engagements.
(c) Schedule control. The Treasurer determines their own working schedule. The platform does not specify hours of availability or time-on-duty beyond what the Circle's Bylaws have established. TEP fees are activity-based, not time-based; no "logged-in" time concept applies.
(d) Portfolio operation. At Community Organiser (tier 2) and above, the Treasurer operates a portfolio of Circle engagements as an independent professional consultancy. Each engagement is a separate relationship with the Circle's Members under that Circle's Bylaws.
(e) Supplementary income by design. The TEP is designed to be supplementary income to the Treasurer's other Member income — not their sole or primary income source. The platform makes no representation that the TEP will be the Treasurer's principal livelihood.
(f) Portable Standing. The Treasurer's Standing record, certification record, and professional record travel with them. The Treasurer may take their professional credentials to other platforms or to traditional finance roles. The platform does not lock in the Treasurer's professional record.
(g) Withdrawal at will. The Treasurer may withdraw from any individual Circle engagement on the standard 30-day notice (§13.1) and may withdraw from the TEP entirely under the same notice.
(h) Other commercial activities. The Treasurer may engage in other commercial activities, including activities that may compete with Circlworld, provided the Treasurer does not breach the conduct standards in §9 and does not breach any specific non-compete obligation expressly agreed in writing. The platform does not have an implicit non-compete claim on the Treasurer's commercial life.
Reasoning
Same as Amendment 1 of the TEP Methodology rider. The contractor-status indicia are most defensible when they are explicit and lived — not when they exist as labels but contradict the operational reality. §3.5 brings the autonomy into the Agreement at the same level of specificity as the obligations.
Amendment 3 — §5 entire rewrite (Custody Framework reference)
Current v1.0 text (§5)
§5 establishes the "member-to-member custody model" as the default Category A operating model, with the Treasurer governing the rotation, members contributing through their own bank accounts, fiduciary duty to circle members in respect of the coordination, personal liability for misconduct (not for routine custody risk), and the Custody Framework Charter v1.0 three-category model.
Proposed v2.0 text — §5 replacement
§5 — Custody Framework
5.1 The Custody Framework is the canonical authority
The custody of money flowing through any Circle you administer is governed by the Custody Framework Charter v1.0 (
/legal/charter-custody-framework), as that Framework is amended from time to time under its own §9.1 procedure. This §5 records the Treasurer's specific obligations under each category of the Framework. Where this §5 conflicts with the Framework, the Framework prevails.5.2 The three categories
(a) Category A — Regular cycle contributions. Member-to-member or escrow-held, chosen by Member vote at Circle formation, recorded in the Circle's Bylaws. Member-to-member is single-jurisdiction only.
(b) Category B — Loan accounts + Circle Protection Reserve (CPR). Escrow-held only. Member vote does not apply. Multi-signature mandate is constitutional. Account opened in the name of the Circle's (or federation's) own member-constituted co-operative legal form.
(c) Category C — Cross-border Circles. Escrow-held only for all categories of money flowing through that Circle.
5.3 The Treasurer's obligations under Category A — Member-to-member custody
Where the Circle has voted Member-to-member custody for cycle contributions and is single-jurisdiction:
(a) The Treasurer does NOT hold cycle contributions in any personal account. Each round, members contribute directly through their own bank accounts to whichever member is due that round's payout. The Treasurer publishes the receiving member's routing details, records each contribution on the platform, and confirms each payout. Funds are held by the members themselves — never by the Treasurer's personal account.
(b) The Treasurer's fiduciary duty in respect of those funds runs to the Members of the Circle, not to Circlworld.
(c) The Treasurer commits to bank-acceptance check, segregation, prompt confirmation, accurate records, and prompt response — as detailed in §5.6.
5.4 The Treasurer's obligations under Category A — escrow-held
Where the Circle has voted escrow-held custody for cycle contributions:
(a) Cycle contributions sit in a dedicated multi-signature account opened in the name of the Circle's own member-constituted co-operative legal form.
(b) The Treasurer is never a single signatory. Multi-signature mandate requires at least two of the Circle's mandated signatories.
(c) The Treasurer coordinates disbursement under the mandate; the Treasurer does not hold the funds.
5.5 The Treasurer's obligations under Categories B and C
Where the Circle operates loan accounts, CPR, or any cross-border activity:
(a) All such funds are escrow-held only. Member vote does not apply.
(b) The Treasurer is never a sole signatory on escrow-only accounts. Where the Treasurer is elected to the Lending Committee in their own right, the Treasurer is a signatory in that capacity (one of the Committee's two-of-N mandate) — not by virtue of being Treasurer.
(c) The Treasurer does not commingle Category B/C funds with Category A funds or with personal funds, even temporarily.
5.6 Operational obligations across all categories
Regardless of the custody category:
(a) Segregation. Funds attributable to each Category are practically segregated from other Categories and from personal funds.
(b) Prompt confirmation. Contributions are confirmed in the platform's dual-attestation flow within 72 hours unless the Bylaws require sooner.
(c) Disbursement discipline. Disbursements happen on the agreed schedule under the applicable Custody Framework category.
(d) Accurate records. The Treasurer maintains personal records of every contribution received and disbursed, in addition to the platform's audit trail.
(e) Prompt response. The Treasurer responds to Member enquiries about contributions and disbursements within 5 business days under normal circumstances.
(f) Cooperative dispute participation. The Treasurer participates constructively in dispute resolution, providing accurate evidence and engaging in good faith.
(g) AML/regulatory cooperation. The Treasurer responds to bank enquiries about Circle activity with the standard disclosure letter provided by the platform; the Treasurer does not conceal Circle activity from their bank.
5.7 Personal liability under Member-to-member custody
Where the Circle has voted Member-to-member custody for Category A, the Treasurer's handling of those funds may expose the Treasurer to personal liability to Circle Members:
(a) civil liability for breach of contract, where the Treasurer fails to disburse payouts as agreed;
(b) civil liability for breach of fiduciary duty, where the Treasurer mishandles or misappropriates contributed funds;
(c) criminal liability under theft, fraud, or money-laundering legislation in the jurisdiction where the Circle operates, where the Treasurer dishonestly misappropriates funds.
Circlworld does not indemnify the Treasurer for any such liability.
5.8 Personal liability under escrow custody
Where the Circle operates under escrow custody (Category A escrow-elected, Categories B and C):
(a) The Treasurer's exposure to liability for misappropriation is structurally reduced — the Treasurer cannot single-handedly move funds.
(b) The Treasurer remains exposed to liability for collusion with other signatories, fraudulent confirmation in the dual-attestation flow, breach of the Code of Conduct in matters within the Treasurer's discretion, and any other conduct outside the Custody Framework's protective scope.
Circlworld does not indemnify the Treasurer for liability arising from such conduct.
5.9 No Circlworld custody
Across all Categories and at all times, Circlworld does not custody Member funds. The Custody Framework's categories collectively keep the platform out of the custody relationship. Circlworld's role is recording, witnessing, infrastructure, and verification — never custody.
Reasoning
(1) The current §5's "Phase 1 member-to-member" framing has been superseded by the Custody Framework Charter v1.0 which makes the three categories permanent — Member-to-member remains valid as a Member-elected choice within Category A in single-jurisdiction Circles; the rest is escrow-only. Aligning §5 to the Framework is the most pressing custody-doctrinal correction in the v2 rider.
(2) Putting the Custody Framework as the citation-of-authority (§5.1) rather than re-stating the rules makes future amendments coherent. The Framework can be amended through its own §9.1 procedure without requiring v3 of this Agreement.
(3) Distinguishing personal-liability exposure between Member-to-member custody (high) and escrow custody (structurally reduced) is fair to the Treasurer and clarifies what the platform's lack of indemnity actually means in each model.
Amendment 4 — §4.7 Treasurer-issued invoices
Current v1.0 text (§4.7)
Each month, Circlworld performs a Monthly Settlement that nets your Programme earnings against the coordination fees you owe. [...continues with §4.7(a)–(g) covering positive/negative settlement, statement, and currency.]
Proposed v2.0 text — §4.7 replacement
§4.7 Settlement of TEP fees and Coordination Fees
(a) Monthly invoice cadence. TEP fees and Coordination Fees are settled monthly in arrears. The Treasurer issues an invoice to the platform for the fees accrued in the preceding month, with Coordination Fees netted within the same invoice.
(b) Platform-assisted invoice generation. The platform pre-populates the invoice from the Treasurer's accrued activity (Activation Bonus per qualified Member, Residual Earnings, Retention Bonus, Health Bonus, Coordination Fees owed). The Treasurer reviews the pre-populated invoice for accuracy, makes any necessary corrections, and submits.
(c) Platform settlement — positive net. Where the invoice is positive (TEP fees exceed Coordination Fees), the platform settles the net amount by transfer to the Treasurer's nominated payment account within five (5) business days of receipt.
(d) Platform settlement — negative net. Where the invoice is negative (Coordination Fees exceed TEP fees), the platform debits the net amount from the Treasurer's nominated payment method within five (5) business days, subject to §11 (Coordination Fee billing failures).
(e) Zero net. No transaction occurs.
(f) Monthly statement. The Treasurer receives a Monthly Statement detailing all components — each Activation Bonus, the Residual calculation, the Retention Bonus, the Health Bonus, Coordination Fees, and the net amount. The statement supports the Treasurer's record-keeping for tax purposes.
(g) Dispute mechanism. Where the Treasurer disputes the platform's calculation, the dispute follows the complaints procedure under §12.1. The undisputed portion of the invoice is settled within the five-business-day window; the disputed portion is held pending resolution.
Reasoning
Same as Amendment 2 of the TEP Methodology rider. The invoice-and-settle pattern is one of the strongest single indicia of independent contracting. "The platform settles the Treasurer's invoice" reads as commercial contracting; "the platform performs a Monthly Settlement" reads as payroll-like processing.
Amendment 5 — New §6.3 (Code of Conduct + Custody Framework acknowledgement)
Current v1.0 text
§6 covers Treasurer Fiduciary Acknowledgments. §6.1 establishes the acknowledgement requirement; §6.2 lists eleven specific acknowledgements (a) through (k). There is no §6.3 referencing constitutional documents.
Proposed v2.0 text — new §6.3
§6.3 Acknowledgement of the Treasurer Code of Conduct and the Custody Framework
(a) The Treasurer Code of Conduct v1.0 (
/legal/charter-treasurer-code-of-conduct) sets out the profession's standards a Treasurer accepts when they take on the role. The Treasurer signs the Code at certification (Foundation, Intermediate, Advanced, Multi-jurisdictional) and re-signs on material amendment. The Code's six pillars — fiduciary care for Members' interests, custodianship of trust under the Custody Framework, communication isolation, cultural humility, mediation as first response, transparency in conduct — are the substantive standards the Treasurer agrees to administer Circles under.(b) The Custody Framework Charter v1.0 (
/legal/charter-custody-framework) sets out the canonical custody architecture — three categories with three different rules. The Treasurer administers each Circle under the custody category that applies to that Circle. The Custody Framework is incorporated into this Agreement by reference (see §5.1).(c) Compliance is profession-led. Compliance with the Code of Conduct is administered by profession-led bodies — the Treasurer Council for routine compliance review; the Selection Committee for material breach review; the Dispute Settlement Centre for matters arising from Circle disputes. Circlworld records and administers the outcomes; Circlworld does not adjudicate Code compliance unilaterally.
(d) By signing this Agreement the Treasurer acknowledges that the Code of Conduct and the Custody Framework are the two constitutional documents governing their professional conduct and custody role, and that compliance with both is a continuing obligation that survives any single Circle engagement.
Reasoning
Cross-referencing the two governing constitutional documents in the Agreement ensures the Treasurer's acknowledgement of them is on the record at the moment of enrolment. It also ensures both documents are visibly placed within the Agreement's framework — neither operates as a side-document the Treasurer didn't sign.
Amendment 6 — §9.4 Peer + Member panels for conduct violations
Current v1.0 text (§9.4)
Programme conduct violations may result in:
(a) Warning for minor violations, with no impact on standing; (b) Probation for moderate violations, with monitoring for 90 days; (c) Tier downgrade where conduct has affected the metrics underlying your tier; (d) Programme suspension for significant violations, pausing earnings while under investigation; (e) Programme termination for the most serious violations, with consequences under Clause 13.
Due process applies: you are notified of any alleged violation, given an opportunity to respond, and informed of the outcome. Appeals are governed by Clause 12.
Proposed v2.0 text — §9.4 replacement
§9.4 Conduct violations and review
(a) Assessing bodies. Programme conduct violations are assessed by profession-led bodies:
(i) Routine compliance — Treasurer Council (peer body of currently-serving Treasurers, elected for two-year staggered terms). Considers patterns and minor breaches with the Treasurer's input.
(ii) Material breach — Selection Committee (independent panel of two senior Treasurers nominated by the Treasurer Council, two Members nominated by Town Hall, and one independent chair appointed by the Help Office). Considers serious breach allegations with full procedural protections.
(iii) Circle-arising matters — Dispute Settlement Centre, under the standard procedure. Findings inform the Selection Committee's review where the matter has Code-of-Conduct dimensions.
(b) Circlworld's role — administration only. Circlworld provides the assessing body with the documented evidence, administers the body's decision, and records the outcome. Circlworld does not adjudicate conduct violations unilaterally.
(c) Outcomes. A finding of violation can result in:
(i) No action where the finding is in the Treasurer's favour, or where the matter was a good-faith mistake remedied promptly;
(ii) Remediation — re-training, mentorship pairing, a remediation plan with a defined runway (typically 60 days);
(iii) Tier demotion — the Treasurer's current tier is reduced under the Treasurer Tier Algorithm demotion-window mechanism. Certification at the previous tier is retained as historical record;
(iv) Programme suspension pending resolution where the violation is significant and the Selection Committee determines suspension is proportionate;
(v) Programme termination under §13.2.
(d) Procedural protections for the Treasurer. A Treasurer subject to a conduct review has the right to:
(i) written notice of the allegation, with the substance described; (ii) access to the evidence the assessing body proposes to rely on; (iii) the right to respond in writing and, in material matters, in person; (iv) the right to be supported by the Treasurer Council, the Help Office, or independent advice of the Treasurer's choosing; (v) the right to a reasoned written decision; (vi) the right of appeal under §12.4 to the Dispute Settlement Centre's appellate procedure.
Reasoning
The current §9.4 vests the discipline cascade in Circlworld. The proposed §9.4 places initiation and decision with peer + Member bodies; Circlworld administers. This is the same shift made in TEP Methodology Amendment 3 — applied to the conduct-violations surface specifically. Together they remove the "Circlworld decides who keeps the role" pattern that worker-classification arguments rely on.
Amendment 7 — §13.2 Selection Committee finding for material termination
Current v1.0 text (§13.2)
Circlworld may terminate this Agreement immediately for cause where you have:
(a)–(h) [eight grounds, including material breach, sanctions, AML, dishonesty conviction, conduct breach, fund misappropriation, billing default, eligibility failure]
Termination for cause is preceded by notice of the alleged breach and an opportunity to respond, except in cases of immediate harm or where applicable law requires immediate action.
Proposed v2.0 text — §13.2 replacement
§13.2 Termination by Circlworld for cause
(a) Grounds. Circlworld may seek termination of this Agreement for cause where the Treasurer has:
(i) materially breached this Agreement, the Treasurer Code of Conduct, or the Custody Framework; (ii) been placed on a sanctions list or otherwise become a person prohibited from receiving the Services; (iii) been the subject of a confirmed Suspicious Activity Report or other AML-related investigation under applicable law; (iv) been convicted of an offence involving dishonesty (fraud, theft, money laundering, etc.) in any jurisdiction; (v) materially breached the conduct standards in §9 in a manner that cannot be remedied or that is repeated after warnings; (vi) misappropriated Circle funds under any custody model; (vii) failed to remedy a billing default within 30 days of suspension (§11.2); (viii) ceased to meet the eligibility criteria in §2.1.
(b) Selection Committee finding required. Termination for cause under grounds (i), (v), or (vi) requires a written finding by the Selection Committee, applying the procedure at §9.4(a)(ii). Termination for cause under grounds (ii), (iii), (iv), (vii), or (viii) is administrative — Circlworld may implement immediately on receiving the supporting evidence (sanctions confirmation, AML investigation notice, court conviction record, billing default beyond cure period, or eligibility lapse) but provides the Treasurer with written notice and the opportunity to respond before final implementation, except where applicable law or imminent harm requires immediate action.
(c) Notice and response. Termination for cause is preceded by:
(i) written notice of the alleged ground for termination; (ii) access to the supporting evidence; (iii) the Treasurer's opportunity to respond in writing (and, in Selection Committee proceedings, in person); (iv) the Selection Committee's reasoned written decision (where applicable); (v) the right of appeal under §12.4 to the Dispute Settlement Centre.
(d) Termination effect. Where termination for cause concerns misappropriation of Circle funds or serious dishonesty, Circlworld may:
(i) implement the termination immediately on the Selection Committee's finding; (ii) settle accrued TEP fees but forfeit any TEP fees not yet accrued or settled where the Selection Committee determines forfeiture is proportionate to the breach; (iii) restrict or suspend the Circlworld member account under the Terms of Service; (iv) report the matter to relevant authorities (e.g., FID in Jamaica, NCA in the UK) where required by law.
Reasoning
Same direction as Amendment 6, applied to termination specifically. The Selection Committee finding requirement on the discretionary grounds (i, v, vi) shields the platform from "you fired me because I complained" arguments while preserving administrative authority on the regulatory grounds (ii, iii, iv) where speed and external compliance matter.
Amendment 8 — §16.1 Treasurer Council consultation for parameter changes
Current v1.0 text (§16.1)
Circlworld may update the following Programme parameters from time to time [...] Circlworld will provide at least 60 days' written notice of material changes that affect your earnings or obligations.
Proposed v2.0 text — §16.1 replacement
§16.1 Programme parameter changes — Treasurer Council consultation
(a) Parameters subject to change. Circlworld may update the following Programme parameters from time to time:
(i) Activation Bonus amount; (ii) Tiered Residual rates and tier boundaries; (iii) Retention Bonus thresholds; (iv) Community Health Multiplier criteria and thresholds; (v) Identity Level thresholds and benefits; (vi) Coordination Fee percentages and cap; (vii) Programme Rules at circlworld.com/treasurers/rules.
(b) Treasurer Council consultation required for material changes. Material changes (defined as those that affect Treasurer earnings or obligations beyond a de minimis threshold of 5% relative change) require, before notice is issued:
(i) Treasurer Council consultation. The Council reviews the proposed change, considers Treasurer impact, and provides a written response that informs the final design.
(ii) Town Hall consultation. The proposed change is published in the Town Hall for Member input.
(iii) Counsel review. Where the change affects the Programme's regulatory positioning (employment-classification considerations, AML obligations, etc.).
(c) Notice period. Material changes are notified to the Treasurer with at least 60 days' written notice after the consultations in (b) conclude.
(d) Treasurer-favourable changes. Changes that improve terms for Treasurers (higher bonus, lower fees, more benefits) may take effect with shorter notice and may bypass the consultation requirement at Circlworld's discretion.
(e) Non-material adjustments. Adjustments below the 5% de minimis threshold and clarifications or technical corrections may be made under standard administrative procedure with the standard 30-day notice.
Reasoning
Treasurer Council consultation before material parameter changes does two things: (i) it gives the profession a voice in the parameters that affect them, which is appropriate for an independent-contractor body; (ii) it protects the platform from "you changed the rules without consulting us" worker-classification arguments. The 5% de minimis threshold prevents the consultation requirement from becoming an operational drag on minor administrative changes.
Amendment 9 — New §9.5 (Certification maintenance)
Current v1.0 text
No equivalent clause. The v1.0 §9 (Conduct Standards) treats one-time initial certification as sufficient for the duration of the engagement. The Circl Academy Course Catalogue and the Treasurer Tier Progression Charter assume tier-specific certifications gate progression, but the binding obligation to maintain them sits in neither the v1.0 Agreement nor v1.0 §9.
Proposed v2.0 text — new §9.5
§9.5 Certification maintenance
(a) The maintenance obligation. The Treasurer shall maintain the Circl Academy certification appropriate to their current Tier, as set out in the Circl Academy Course Catalogue. Maintenance includes:
(i) Holding the certification originally required to enter the Tier (Foundation for Tier 1; Intermediate for Tier 2; Advanced for Tier 3 / 4; Multi-Jurisdictional for Tier 5);
(ii) Completing any Pedagogy-Council-mandated refresh of that certification within the period specified by the Council under its Charter §2 mandate (MCQ-bank refresh cycle is 12-monthly with 30% maximum rotation per refresh);
(iii) Completing the annual Custody Framework refresh module and the annual Code of Conduct refresh module published by the Pedagogy Council, where these are required at the Treasurer's current Tier.
(b) Tier hold for lapsed certification. Where the Treasurer's certification is lapsed (the required refresh has not been completed within the period specified by the Pedagogy Council), Circlworld is entitled to apply a tier hold:
(i) Tier-promotion eligibility is paused — the Member-attestation vote per the Treasurer Tier Progression Charter cannot open for a Treasurer with a lapsed certification at the current Tier;
(ii) The CGP allocation rate remains at the current Tier's level — the tier hold is not, by itself, a demotion. The Treasurer continues to administer their existing Circles under the existing rate;
(iii) The Treasurer's public profile carries a non-punitive "certification refresh due" notation visible to Members of the Circles the Treasurer administers, so the Members have transparency without the surface taking the form of a sanction.
(c) Recovery. A tier hold is lifted automatically upon completion of the lapsed refresh. There is no separate review proceeding; certification status is the trigger and the only test.
(d) What a lapse does not cause. A lapsed certification, taken alone:
(i) Does not trigger automatic demotion under the Treasurer Tier Progression Charter Section 3. Material demotion follows the Member-attestation pathway, not certification status;
(ii) Does not constitute a conduct violation under §9.4. It is a maintenance lapse, not a breach;
(iii) Does not affect the validity of the Treasurer's existing service to their Members. The Treasurer's existing Circles continue under the existing terms.
(e) Repeat lapses. Where a Treasurer's certification has lapsed for three (3) or more consecutive refresh cycles, the matter is referred to the Selection Committee under §13.2 as a potential material termination ground — not because the lapse itself is a breach, but because sustained non-engagement with the maintenance regime constitutes the kind of disengagement that the platform's professional shape is not sustainable around.
(f) Scholarship Pool extension. Where the Pedagogy Council introduces paid refresh modules at any Tier, the Certification Scholarship Pool extends to cover first-attempt fees for Treasurers in jurisdictions where the absolute fee functions as a filter (5%+ proportional barrier per the Pool Operating Procedure §1.2).
(g) Continuous Professional Development. A formal CPD points scheme operating across all Tiers, governed by the Pedagogy Council and informed by the Treasurer Council, will be incorporated into this §9.5 by a future amendment when the Pedagogy Council has authored the free-category modules and the Scholarship Pool extension is operating-procedure-approved. Until that amendment, the maintenance obligation in (a) is the operative obligation; CPD participation is encouraged but not contractually required.
(h) Exemptions from the maintenance obligation.
(i) Recognition of Prior Learning. Treasurers with documented practice in a recognised savings-circle tradition (Pardna, Susu, Esusu, Ajo, Chama, Kameti, Hui, Tanda, Paluwagan, or any equivalent recognised by the Treasurer Council) may apply for Recognition of Prior Learning via the Treasurer Council. Accepted RPL applications grant initial certification at the Foundation and Intermediate level. The maintenance obligation in (a) applies to RPL-certified Treasurers from the next refresh cycle onward.
(ii) Grace period after initial certification. The first refresh under (a)(ii) is due no earlier than twelve (12) months after initial certification.
(iii) Documented leave. Treasurers on documented medical, bereavement, or parental leave acknowledged by the Treasurer Council receive a corresponding extension of any pending maintenance deadline. Maximum eighteen (18) months per leave instance. The Treasurer's public profile carries the notation "on documented leave" — not "certification lapsed" — for the duration of the acknowledged leave.
(iv) No active Circle. Where the Treasurer is administering zero active Circles, the maintenance obligation in (a) applies only to the certification currently held; no tier hold can arise under (b) because there is no rate to hold and no promotion under consideration.
(v) Pedagogy Council subject-matter advisors. Treasurers serving as subject-matter advisors on the Pedagogy Council under the Council Charter §1 composition are exempt from the refresh modules within their tradition area for the duration of their Council term.
Reasoning
The Tier Progression Charter and the Course Catalogue assume that certifications gate progression, but the binding obligation to maintain them was not in the v1.0 Agreement. §9.5 closes that loop without overcorrecting:
- Maintained certification is an obligation, not a strict liability. A lapse holds the tier; it does not demote. Demotion stays Member-decided, which preserves the Uber v Aslam shape (Circlworld administers; the profession + Members decide).
- Repeat lapses route to the Selection Committee, not Circlworld. Same shift made in Amendment 6 and Amendment 7 — the platform administers, the profession decides.
- The Scholarship Pool extension prevents fee-as-filter. Paid refresh modules carry the same accessibility safeguard as initial certifications.
- CPD is staged, not promised on day one. Land the certification-maintenance hook now; stage the full CPD scheme as a v2.x amendment when the Pedagogy Council has authored the free-category modules and the Scholarship Pool extension is operating-procedure-approved. Promising a scheme on day one that cannot be honoured for three months damages confidence; staging it preserves the trajectory while landing the maintenance loop immediately.
- The exemption shape honours what the platform already promised. RPL recognises diaspora practitioners with decades of practice and avoids re-credentialing as a filter against the founding community. The grace-period, leave, and zero-Circle exemptions reflect standard professional-body shape. The Council-advisor exemption avoids the incoherence of the same person being in both the student seat and the academic-quality seat.
Application
Transitional provisions
Existing Treasurers at the effective date of v2.0:
(a) Continue to serve under their current Circle engagements without disruption.
(b) Sign the Treasurer Code of Conduct v1.0 and acknowledge the Custody Framework Charter v1.0 within twelve (12) months of v2.0 taking effect.
(c) Move to invoice-based settlement on the next quarterly cycle after v2.0 takes effect; transitional dual-running supported for two cycles.
(d) Tier progression and conduct review proceedings opened before v2.0 effective date continue under v1.0 procedure; new proceedings use v2.0 procedure.
(e) Circles operating under "Phase 1 member-to-member custody" that have not yet voted under the Custody Framework default to Category A Member-to-member custody (where single-jurisdiction) for transitional purposes, with a Bylaws vote at the next Circle review to confirm or change the custody model.
New Treasurers
Treasurers commencing after the v2.0 effective date adopt v2.0 in full from day one. New Circles formed after the v2.0 effective date adopt the Custody Framework Charter v1.0 at formation.
Counsel coordination
Approval of this rider must coordinate with approval of:
(a) the TEP Methodology v2 Amendment Rider (/legal/charter-tep-methodology-v2-draft);
(b) the Custody Framework Charter v1.0 (/legal/charter-custody-framework);
(c) the Treasurer Code of Conduct v1.0 (/legal/charter-treasurer-code-of-conduct).
The four documents bind together; partial adoption creates doctrinal drift.
Acknowledgement
By signing this Agreement after the v2 rider has taken effect, the Treasurer acknowledges:
(a) the eight amendments reflect the platform's response to evolving worker-classification jurisprudence (particularly Uber BV v Aslam [2021] UKSC 5) and the emergence of the Custody Framework, the Code of Conduct, and the TEP Methodology v2 as constitutional documents of the profession;
(b) the contractor framing the v2 amendments make visible reflects the genuine nature of the Treasurer-Circlworld relationship;
(c) the peer + Member governance the v2 amendments establish represents the profession's own administration of its standards;
(d) the Custody Framework's three categories — Member-to-member available by Member vote within a single jurisdiction; escrow-only for loans, CPR, and cross-border — is the canonical custody architecture;
(e) the Code of Conduct is the substantive standards of professional behaviour the Treasurer accepts at certification.
— End of Treasurer Partner Agreement v2 Amendment Rider —
Version history
| Version | Date | Change | Process | |---|---|---|---| | v2.0-draft | 2026-06-03 | Initial eight-amendment rider integrating Custody Framework + Code of Conduct + TEP v2 + Uber-protective contractor framing | Drafted 2026-06-03; counsel posture confirmed 2026-06-05 in both jurisdictions + §16.4 30-day notice + Treasurer consultation before binding |
Plain-language one-line summary
Your Treasurer Agreement is being updated to make the contractor relationship visibly real — your Bylaws define your duties for each Circle, you choose which Circles to take on, you invoice for your fees, you pay for your own qualifications (with help where geography would otherwise filter you), you're judged by your peers and the platform's Members rather than by Circlworld staff, and the way money is held in your Circles follows the new three-category Custody Framework rather than the old one-size-fits-all rule.