T2D3 Marketplace — Agency Supplier Agreement

1. The Agency is the supplier of record

The Agency supplies the services of Agency Personnel as an independent contractor to the client. Nothing in this Agreement creates an employment, partnership, or joint-venture relationship between T2D3 and the Agency, or between T2D3 and any Agency Personnel. T2D3 does not employ, supervise, direct, or control Agency Personnel, does not set their compensation, and owes them nothing under this Agreement.

The employment or contractor relationship between the Agency and its personnel is the Agency's alone. The Agency is responsible for their wages, benefits, employment taxes, withholding, insurance, work authorization, and for complying with the employment law of every jurisdiction in which its personnel work. The Agency will not represent to any person or authority that Agency Personnel are employed or engaged by T2D3.

2. T2D3 is a neutral venue and the Agency's limited payment collection agent

The Marketplace is a venue that matches suppliers with clients and processes payments between them. The contract for any services is directly between the Agency and the client; T2D3 is not a party to it and does not guarantee the volume, quality, or outcome of any engagement, or that the Agency will receive work at all.

The Agency appoints T2D3 as its limited agent solely to collect payment from clients on the Agency's behalf. A client's payment to T2D3 (including payment made in platform credits) satisfies that client's payment obligation to the Agency for the applicable order, and the Agency's sole recourse for the corresponding payout is against T2D3 under Section 5, not against the client.

3. Agency Personnel: authority, consent, and verification

The Agency may list a member of its organization on the Marketplace only where that person has joined the Agency's organization in T2D3, has opted in as a worker, and has accepted the individual worker terms presented to them. That consent chain is enforced in the product, and the Agency confirms it also has whatever authority its own contracts or local law require before offering a person's labour for sale.

Each person listed must complete identity verification before their work can go live; verification is processed by Stripe under Stripe's privacy policy, and T2D3 receives the result, not the underlying documents. The Agency is responsible for the accuracy of what it publishes about its people — roles, skills, seniority, availability, and rates — and for keeping a listing current, including unpublishing promptly when a person leaves the Agency or stops being available. Parts of a listed person's profile are visible to clients and may be publicly discoverable.

4. Pricing, orders, delivery, and disputes

The Agency sets the price of every listing it publishes, including listings it manages on behalf of its personnel, and may re-price prospectively. Clients purchase scoped orders (per hour, per word block, per design unit, or per deliverable). When an order is accepted, the Agency commits to the listed scope, the included revisions, and the stated timeline, and remains responsible for delivery regardless of which of its personnel performs the work — including substituting comparable personnel if the named person becomes unavailable.

Order acceptance. Client funds for an order are held by T2D3 from placement. On delivery the client has 7 calendar days to accept the work, request an included revision, or open a dispute; an order is automatically accepted after 7 calendar days if the client takes no action. A client may dispute an order where the work is incomplete, materially differs from the agreed scope, or fails to meet documented requirements. General dissatisfaction or a change in preferences alone is not grounds for a refund.

Dispute resolution process.

• 1. Direct resolution. The client and the Agency are encouraged to resolve concerns directly, including through the revisions included in the original order.
• 2. Formal dispute. If unresolved, the client may open a dispute within the 7-day review period, providing an explanation and supporting documentation.
• 3. Agency response. T2D3 will notify the Agency and allow 5 business days to respond and provide supporting evidence. If the Agency does not respond, T2D3 may decide on the information available.
• 4. T2D3 review. T2D3 will review the original scope, delivery records, communications, and the evidence from both parties, and will aim to issue a decision within 10 business days after receiving both parties' submissions or after the response deadline has passed.
• 5. Resolution. T2D3 may release full payment, issue a partial refund, or issue a full refund, based on the extent to which the agreed scope was fulfilled. Both parties will receive a brief explanation of the decision.

During a dispute T2D3 may withhold the disputed funds until resolution; any refund or payout adjustment is handled under Section 5. The Agency agrees that T2D3's good-faith resolution of an order dispute is final as between T2D3 and the Agency with respect to that order. Once an order is accepted, ordinary delivery disputes may no longer be opened; exceptions may apply in cases of fraud, material misrepresentation, or other circumstances required by law.

5. Fees, payouts to the Agency, and how clients pay

Clients pay for Marketplace work in platform credits, which they purchase from T2D3. T2D3 does not invoice a client on the Agency's behalf, and does not extend credit to a client so that the Agency can draw against it: a client must hold sufficient credits before it can place an order. If the Agency wants a client billed on terms rather than prepaying credits, that arrangement is between the Agency and its client outside the Marketplace.

T2D3 charges a platform fee on each completed order, and clients pay a separate platform margin on top of the listed price. The percentages that apply to an order are the ones shown when the order is placed; we may change them prospectively with at least 30 days' notice. Where an order was supplied by the Agency, the net earnings for that order are paid to the Agency's own connected payout account, on a weekly cycle once the order is accepted — and the destination is fixed when the earning is created, so money earned while a person was supplied by the Agency is paid to the Agency even if that person later leaves it or changes their own payout settings.

The Agency is solely responsible for paying its personnel for that work, on its own terms and schedule, and for its own taxes and filings. T2D3 makes no payment to Agency Personnel for work supplied under this Agreement and issues no tax forms to them in respect of it. If an accepted order is later refunded following a dispute resolved against the Agency, the corresponding payout may be reversed or offset against future payouts.

6. Intellectual property, confidentiality, and flow-down

Upon the client's acceptance of a delivery and release of the corresponding payment, all right, title, and interest in the delivered work product is assigned to the client, excluding the Agency's pre-existing tools, templates, and know-how, which the Agency licenses to the client as needed to use the work product. The Agency warrants it holds sufficient rights from its personnel to make that assignment — including any assignment or waiver of moral rights their own employment or contractor agreements must provide.

Orders may give the Agency and its personnel access to a client's workspace data — strategy, customer, and business information. That information may be used only to perform the applicable order, must be kept confidential, and must be deleted or returned when the order closes or on request. It may not be used to train models, build datasets, solicit the client's customers, or for any other purpose. The Agency must bind every person it gives access to, to obligations at least as protective as this Section, and remains responsible for their acts and omissions. Unless an order is marked confidential, the Agency may name the client in its portfolio; for confidential orders it may not.

7. Taking relationships off-platform

Clients the Agency first works with through the Marketplace are Marketplace relationships. For 12 months after the Agency's last order with such a client, arranging paid work with that client off-platform in order to avoid Marketplace fees is a breach of this Agreement, and T2D3 may suspend or remove the Agency's Marketplace standing for it. Relationships the Agency can show pre-dated the Marketplace — including its own existing clients it brings onto the platform — are not restricted, and nothing here limits the Agency's right to work with its own clients directly.

8. Suspension and termination

The Agency may stop offering work at any time by unpublishing its listings; orders already accepted must still be completed or cancelled with the client's agreement. T2D3 may suspend or remove the Agency's Marketplace access for breach of this Agreement, fraud, misrepresentation, repeated quality or delivery failures, or conduct that harms clients or the platform. On termination, Sections 5 through 9 survive, and earned, undisputed payouts will still be paid to the Agency.

9. Disclaimers, liability, and disputes with T2D3

The Marketplace is provided "as is." To the maximum extent permitted by law, T2D3 disclaims all warranties and is not liable for the acts or omissions of clients or of Agency Personnel, for lost profits, or for indirect, incidental, special, or consequential damages arising from the Marketplace. T2D3's total liability to the Agency under this Agreement is limited to the greater of (a) the fees T2D3 retained from the Agency's orders in the 6 months before the claim and (b) US$100.

The Agency will indemnify T2D3 against claims brought by its own personnel arising from their engagement by the Agency, including claims of employment status, unpaid wages, or benefits.

Disputes between the Agency and T2D3 are resolved the same way as under the T2D3 Terms of Service, including its governing-law, arbitration, and class-action-waiver provisions, which are incorporated here. We may update this Agreement prospectively; a new version must be accepted before the Agency supplies further work. Questions: support@t2d3.club.