Member questions and answers

Conexus is the name of a network of independent consulting businesses that have agreed to the same set of rules. The rules cover how Members make referrals, who gets paid when a referral turns into work, how they work together on a Client job, how they protect confidential information and each other’s relationships, and how disputes are handled. That is all it does. It is not a consulting firm.

See: Agreement Section 2.1; Section 1.1 (“Conexus”).

No. Conexus is a name and a contractual framework, not a legal entity. When you sign the joinder you agree to the same Agreement with every other Member, current and future. You do not sign with each person separately, and you are not signing with a company that employs or directs you.

To join, you give the basic information the joinder asks for: your legal name and how you are organized (and, for a partnership or trust, every partner or trustee); where you are registered and based; a notice email and notice address (an individual can give a business or mailing address instead of a home address); a primary contact; who invited you; and any Members you are affiliated with. You confirm that you are authorized to sign, that no bankruptcy or similar proceeding has been filed by or against you and that no sanction prevents you taking part, and you can sign electronically. Email and electronic signatures count as writing and signing under the Agreement.

See: Agreement Section 3.1–3.2; Section 21.1; Schedule 1; Section 17.10; Policy B.3.

No. You work for yourself. Conexus does not employ you, assign you work, or contract with your Clients. Opportunities come from other Members who choose to refer them to you, and you can say no to any of them. Nobody guarantees you any.

See: Agreement Section 2.2; Section 3.3; Section 4.5.

You agree to rules about referrals and fees, confidentiality, non-circumvention, conduct, how you describe Conexus, keeping your membership details current, and resolving disputes by mediation and arbitration. You are not giving up control of your business, your Clients, your pricing, whether you take a job, whom you hire, or your professional judgment.

What you get: a ready set of default terms with every other Member instead of negotiating each time, written protection if you introduce someone, access to complementary expertise and delivery capacity, no Network fee today, and a public Register where others can see that you are a Member and what has been checked. Be aware that the default referral fee has no dollar cap and is an unsecured promise by the Member who owes it (see the Getting Paid questions).

See: Agreement Section 3.3; Section 4.1; Section 8; Policy L.1; Policy B.12.

Nobody owns the Network the way a shareholder owns a company. It is a set of agreements among Members. The shared assets (the Conexus name, conexus.network, the registry and the technology) are held for the Network’s limited administrative purposes, not for any one person’s benefit. For now, the Council has named Nabavi & Company Inc., the first Member and the Sponsor, as interim Asset Holder. It holds the domain, the name and logo, the brand materials and the copyright as a safekeeper for the Network, not for its own benefit, and must transfer them as the Council directs. Once the Infrastructure Company exists, those assets move into it.

Candidly: the Infrastructure Company’s shares are initially held by the Sponsor, Nabavi & Company Inc., the company that established the Network. It is also the first Council Member, and these roles are disclosed to every Member. Members do not get shares, but they do get governance rights through the Agreement. The Council cannot sell the Conexus name or the Member database, change the company’s mandate, or take a share of Member revenue without a Member vote (two-thirds for the most fundamental changes). The shareholder must confirm in writing that it holds its shares subject to those limits, and may not take a dividend, return of capital or other distribution out of Network Charges or Network Assets by reason of owning shares. Network Charges can fund infrastructure, reasonable reserves, operating costs and compensation that Members have approved, and the company can repay money advanced to it only on arm’s-length terms approved as a related-party transaction. Members can approve a different stewardship structure later.

See: Agreement Section 6.1–6.4; Section 7.2–7.3; Policy O.2(e); O.5; O.9(k); Q.5.

The Infrastructure Company is the legal entity that is planned to support Conexus. It can own and run shared infrastructure: the name and domain, the website, the Member registry, technology, administrative systems, insurance and vendor contracts, and it collects any approved Network Charge. It cannot employ Members, provide consulting, contract with Clients, take a share of your fees, set your prices, control your work, or pay out a surplus to a shareholder. It is not Conexus itself, and you do not sign with it: it becomes bound to the Agreement through a written Undertaking that you agree to in advance in the joinder.

It does not exist yet. The Agreement requires it to exist, and to be insured, before the Network launches publicly or collects any charge. Until then, a Designated Administrator and interim Asset Holders do the minimum administrative work.

See: Agreement Section 3.6; Section 3.7; Section 6.3; Policy O.2–O.4; O.6.2; O.7.

It is the official website. Today it is an information-only page, and it cannot be launched publicly until the Infrastructure Company exists. When it is live it has three layers. Public: an overview of Conexus, the independence statement, the Code of Conduct and the verification page (the Register). Prospects and Members: the Agreement, Policies and term sheet. Members only: the Member Directory and Member-only procedures.

The public verification page lets anyone look you up by name or Member ID and see only your status, your Member ID, your name, when you joined, the date of your last re-registration (once that starts), and each Verification Check shown as completed (with its date and who did it) or not completed. Each entry shows the date it is current as of. The Directory, visible to Active Members, lists your name, trade name, LinkedIn profile and Effective Date. The details you give in the joinder are private Member Data. The Network Administrator, an identified person or company with a published privacy contact, is responsible for it and for privacy requests. By joining you also agree to receive electronic messages about administering your membership, and you can unsubscribe from any that are not needed for that.

See: Policy K.1.2; K.1.4; K.8.4; Policy B.6; B.12; Agreement Section 3.7(b); Policy R.2; Schedule 1.

No. The Agreement comes first, then the Locked Policies, then the Operating Policies, then official forms. The term sheet, this Q&A and everything on the website are informational and can never override those. This Q&A explains how Conexus is meant to work in everyday language. It is not a substitute for the Agreement and Policies, and if anything here conflicts with them, they govern. This version is based on Version 1.0 of the Agreement and Policies. The Agreement and the Policies are one agreement: neither has effect without the other, and you are bound by both, in the version you sign.

See: Agreement Section 5.4; Policy K.1.3.

Yes. The Agreement says it has not been reviewed under the laws of every jurisdiction where Members live or are registered, and you should get your own counsel’s advice before signing. The Agreement and Policies are published materials, so you can show them to your lawyer and accountant freely. The Council welcomes counsel’s comments.

See: Agreement cover page; Policy G.5(a).

Membership is by invitation or sponsorship by an existing Member. It is aimed at independent consultants and consulting firms (strategy, management, operations, technology, HR, fractional executives and similar), and also at recruiting firms, sales and business-development professionals and existing networks that introduce consultants to Clients. Regulated professional services, such as legal, accounting, investment advice and insurance, are outside the Network (see the question on regulated services below).

You join by signing the joinder. The Council does not approve or countersign it and does not decide who joins. It can decline to release a joinder only on limited grounds: the person was previously removed, is subject to a sanction or legal bar, gave materially false information, plainly does not fit the Network, or the infrastructure conditions in Agreement Section 3.7 are not yet met. That last condition is administrative and ends automatically once the conditions are met, with no amendment needed.

See: Policy B.1–B.2; B.1.3–B.1.4; B.8; Agreement Section 21.3; Section 3.7.

1. A Member invites or sponsors you and shares the Published Materials (the term sheet, Agreement and Policies). They are not confidential.
2. Before you receive Member-only materials such as the Directory, you click to accept that you will keep them confidential.
3. You sign the joinder and give the information it asks for (your legal name and how you are organized, where you are registered and based, a notice email and address, a primary contact, who invited you, any affiliated Members, your LinkedIn profile, a description of your services, and any material professional disciplinary history). You confirm that you are authorized to sign, that no bankruptcy or similar proceeding has been filed by or against you, and that you are not sanctioned, and you sign electronically, for example through DocuSign. The date and time of your signature are recorded in UTC. Subject to the infrastructure condition explained in the question on fees and the Infrastructure Company, you become a Member when you sign. That date is your Effective Date, and the Agreement applies to you from then. If a joinder has to be held because the required infrastructure is not yet in place, you become a Member when the Council confirms in writing that the condition has been met. No one at Conexus countersigns.
4. The Council issues your Member ID and a Confirmation of Membership, and you appear on the Register and the Member Directory.
5. Verification is optional. You can complete any Verification Check when you choose.

See: Policy B.1; B.3; Policy G.5; Agreement Section 21; Policy M.4; Section 17.10; Policy M.7.

There is no joining fee, no dues and no transaction fee today. You never pay to use the Conexus name or brand, and membership is voluntary: you can leave at any time. The Network does expect that, once its Infrastructure Company is in place, the cost of shared infrastructure will be recovered from Members through modest cost-recovery charges, like a corporate registry: an initial registration charge when you join and an annual registration charge. They would be set to cover costs only, with no profit, no payment to Council Members and no share of your fees. The Infrastructure Company would average any surplus or deficit over a few years and use any surplus only for services to Members. The first charge needs Member approval (only Independent Members’ objections count) and at least 60 days’ notice, and later changes in amount need 60 days’ notice. You can withdraw before any new charge or increase takes effect, without penalty. Members who joined before a charge starts do not pay the initial charge, and no one pays for earlier periods. A registration that stays unpaid makes a Member Lapsed, and a Member that stays Lapsed for two continuous years is struck off. If you choose a third-party verification, the provider may charge a fee, paid directly to the provider, never to Conexus. A free route to the checks needed for voting eligibility is always available.

See: Policy L.1–L.9; Policy B.3.1; A.4.4; A.4.12.

No. Verification is optional and there is no waiting period. A Referral qualifies from your Effective Date, and it must be made to a Member who is Active when the written record is made. A Referral to a Lapsed or Suspended Member does not qualify.

When someone records a Referral to a Member with no completed identity or registration check, the repository shows a warning that the Member has not been verified, and the referring Member acknowledges it. The warning does not stop the Referral, but they proceed at their own risk. By default, Client Confidential Information is shared only with Members who have a completed identity or registration check, and a Member may choose to share with someone else for a particular Referral at its own risk.

Example: Sarah meets a Client who needs David’s expertise, but David has not yet joined. David signs the joinder on Monday. Sarah makes her written introduction on Tuesday, which counts. An introduction she made the week before would not.

See: Agreement Section 21.2; Policy B.1.2; D.2.4; B.3.4; B.3.5; Agreement Section 3.4.

No. Verification confirms the specific check that was done, as of a date: for example “Identity verified” or “Insurance confirmed as of [date].” Each check is shown separately, as completed with its date and who did it, or as not completed. There is no overall “Verified” label, score or rating. A check speaks only as of its stated date and creates no continuing duty to monitor on the part of Conexus, the Council, the Infrastructure Company or the verification provider.

It is not a certification, rating, endorsement or guarantee of anyone’s competence, finances or reliability, and you still do your own due diligence. Nobody may call a Member “vetted”, “approved”, “certified”, “pre-qualified” or “Network-approved”, and Conexus does not publish ratings or rankings.

In short: membership can be verified. Competence is not guaranteed.

See: Policy B.3.2–B.3.3; B.5; Policy K.3.1; K.1.1; Agreement Section 5.1; Section 10.1.

Look them up on the Register (the verification page on the website) by name or Member ID. It shows whether they are Active, Lapsed or Suspended, or a Former Member, their Member ID and name, when they joined, the date of their last re-registration once that starts, and each Verification Check with its date. Each entry shows the date it is current as of. It is not real-time monitoring.

Check before you record a Referral, and write the Member ID in your Referral record. A Member that checks and relies on the result shown may rely on it. A Member that relies only on the other’s own statement does so at its own risk. On request, the Council will confirm a Member’s status in writing, but that confirmation is a snapshot as of its date.

See: Policy K.8.4; M.2–M.3; B.12; D.2.2; Agreement Section 3.4.

Yes, accurately, while you are Active. Policy X is a practical guide. You may say, for example, “We participate in Conexus, a network of independent businesses and professionals.” Make clear that you and other Members are independent businesses, who is contracting with the Client, and that Conexus does not supervise or guarantee the work.

Do not say or imply that Conexus delivers services, that Members are one firm, that Conexus “vetted” or certifies you, or that membership guarantees quality. For example, say “ABC Consulting and XYZ Advisory are independent Conexus Members collaborating on this engagement,” not “The Conexus team will deliver this project.” Ask a Member before naming them in a proposal or promising their availability. If you are unsure of wording, you can ask the Council in writing; it aims to reply within 5 Business Days, though its reply is guidance and not approval of your material. Stop using the Badge within 10 Business Days of ceasing to be Active, and correct non-compliant wording within 5 Business Days of a written request.

See: Agreement Section 4.4; Policy K.3; K.8.1–K.8.3; Policy P.2–P.5; Policy X.1–X.10.

Not without the Council’s written licence. You cannot register a name, domain or handle that includes or is confusingly similar to CONEXUS. Describe your role by your own business, for example “Principal, ABC Consulting | Member of Conexus.” Do not use titles such as “Partner, Conexus”, “Conexus Consultant” or “Conexus Director”, and do not list Conexus as your employer, unless you hold an actual Council or administrative role and describe it as such.

See: Policy K.8.5; Policy X.5–X.6.

Either. A Member can be an individual or a firm, and whoever signs the joinder is the Member who is bound and answers for its own acts. Each Member is a single legal person with its own Member ID and its own email address for notices, and the repository does not accept an address another Member already uses. Sole proprietors are encouraged, not required, to operate through a business entity.

See: Agreement Section 1.1 (“Member”); Section 3.1; Section 5.5; Policy B.10.1; B.4.2.

You can hold more than one membership, but each is a separate legal person with its own Member ID, and affiliated Members must disclose each other in the repository (a profile shows “Also affiliated with” the other Member). Members are affiliated if one controls the other, they are under common control, or one is an employee, officer, principal or contractor of the other.

Every Referral names the Member it is made to, by name and Member ID. If the record does not clearly say, it is treated as made to the Member that engages with the Client. An affiliate cannot be used to avoid a fee: an Affiliated Member that receives, invoices, performs or benefits from the work is responsible with the Member to which the Referral was made for the fee on that work, to the extent of that work or benefit. Affiliation alone does not make it liable. Affiliated Members have one voice in governance, and you remain responsible for your duties to your employer and others; Conexus does not decide who owns an opportunity as between you and your employer.

Example: Jane Doe and Doe Advisory Ltd. are both Members, each with its own Member ID and email address. A Referral naming Doe Advisory Ltd. binds that company, and if Jane personally performs and is paid for the work, she is responsible for the fee on it.

See: Agreement Section 5.5; Policy B.10.1–B.10.6; G.6.

Yes, if you control the company. Your company signs the current joinder, completes re-registration and the identity and registration checks, and pays anything you owe under the Agreement. It then takes over your membership and keeps your Member ID and start date, and its joinder records your earlier Member ID. The Register shows your former name.

Your Referrals carry over, and the 12-month and 24-month periods keep running from their original dates. You tell the Members you currently work with within 10 Business Days. You stay responsible for what accrued before the move, and for 24 months afterwards for fees and non-circumvention in the relationships that carried over, so a move cannot be used to avoid a fee. A seat on the Council is personal, but your company can name you to hold it.

If you would rather keep both, you can hold two memberships, one in your name and one for your company. Each has its own Member ID and notice email address. The two must disclose each other, count as one voice for objections and votes, and cannot be used to avoid a fee. A sale of your business to someone else is different and is covered by the question on selling or retiring.

See: Policy B.4.3; B.10; Agreement Section 17.4.

No. Regulated professional services are outside the Network. They are services whose provision, or whose referral compensation, is restricted by the rules of a profession or regulated industry, for example legal services, public accounting, investment or financial advice, insurance and mortgage advice, real estate brokerage, health care, licensed engineering, immigration consulting and licensed recruitment. Each regulated category in each jurisdiction has its own rules on referrals and fees that this Agreement does not address.

You cannot make, receive or accept a Referral for them, enter a Prime Member Engagement for them, market them through Conexus, or pay or receive a Conexus fee for them. A person who holds a licence in a regulated profession can still be a Member for genuinely non-regulated consulting. It must say so when it joins and each year when it re-registers, and it is responsible for checking with its regulator that its membership and any fee-sharing are allowed. If you are unsure whether a service is regulated, ask the Council, which can guide but not give legal advice.

See: Agreement Section 4.7; Section 1.1 (“Regulated Professional Services”); Policy B.2.1; T.5.

It is the intended way for each Member to keep its record current, like the annual return a company files with a corporate registry. It is not live yet. It will start only when the platform supports it, on a date the Council announces at least 60 days ahead, and the Council does not promise a date or particular features. Until then, a simple annual confirmation applies. If an annual registration charge applies, it is paid with the re-registration.

Once it starts, each year you confirm your names, notice address and Affiliated Members; that your business continues; your insurance (the type and policy period, or “none”); that you do not offer regulated professional services; and that you accept the current Agreement and Policies. You certify that what you say is accurate and not misleading. The statement is self-reported, and other Members may rely on it as your own representation, not as a statement by Conexus. A materially false or misleading statement is a misrepresentation that can lead to discipline.

The Council can require you to complete a third-party check at your own cost if it has reasons (for example a complaint or inconsistent information). Before a Member refers a Client to you, or engages you or works under you, it may ask for an updated third-party validation as part of its own decision. You can decline, and it need not proceed. The Member that asks pays unless you agree otherwise, and a check the Council requires is at your cost. Re-registering does not amend anything: changes take effect only through the amendment process.

See: Agreement Section 5.6; Section 14.1; Policy B.11; B.4.1; C.5.

The Register is Conexus’s public record of Members. For each Member it shows its name, Member ID, status, the date it became a Member, the date of its last annual re-registration once that starts, and its Verification Badge checklist. It does not show contact details, Referral or fee information, the reasons for a status, or confidential information. The public can search it by name or Member ID, not as a bulk list, and it is not a directory for finding consultants. Each entry shows the date it is current as of. It reflects the Membership Record and what Members have supplied, and is a convenience, not a certification.

When someone stops being a Member for any reason, the Register shows only “Former Member” with the date membership ended. Deleting a former Member’s verification details under the privacy rules does not require deleting that limited historical entry.

See: Policy B.12; K.8.4; M.1–M.5; R.7.

Active: you are a Member, you have not withdrawn, been suspended or removed, and you are not Lapsed.

Lapsed: you have not accepted a Material Change to the Agreement or Policies within 60 days after it took effect, or have not completed your annual re-registration in time (including paying any annual registration charge) once it starts, or have not paid a Network Charge within 60 days after it is due. You remain a Member, but you cannot make or receive new Referrals, start new Prime Member Engagements, use the Directory, or object, vote or serve on the Council.

Suspended: the Council has suspended you under the conduct rules (Policy C).

Former Member: your membership has ended, whether by withdrawal, strike-off or removal. The Membership Record keeps the specific reason, and the public Register shows only “Former Member” and the date.

See: Policy M.1; A.4.12; K.8.4; B.12.

When a Material Change takes effect (for example a change to compensation, liability, confidentiality, dispute resolution or governance), the repository asks you to accept it at your next sign-in and does not let you continue until you do. If 60 days pass without acceptance, you become Lapsed.

While Lapsed you are still a Member. You keep your profile, Member ID and completed Verification Checks, your accrued fees and surviving obligations continue, and deals you made earlier stay under the version in force when they were made. You stay bound by the confidentiality, indemnity and non-circumvention rules. You are shown as Lapsed, never as Active. You are restored at once, without repeating verification, when you accept the current Agreement and Policies at your next sign-in. A Member is not removed merely for lapsing.

See: Agreement Section 19.5; Policy A.4.12; B.11.6.

Yes, but only after two continuous years of being Lapsed, as with a company that is struck from a corporate registry for long inactivity. Strike-off is administrative and is not discipline. The Council sends you written notice when you have been Lapsed for 12 months and again at least 60 days before the strike-off date. On strike-off you are treated as having withdrawn: your access ends, you stop using the Badge within 10 Business Days, and the public Register shows you as a Former Member with the date. Fees you have earned and your surviving obligations continue, and your Member ID is not reassigned.

You can revive your membership at any time by signing the then-current joinder, completing re-registration and current identity and registration checks, and paying any amounts you owe. Your Member ID is restored and the Register shows your original membership date and your revival date. Revival does not restore rights for the period you were struck off. If you think you were struck off by mistake, tell the Council within 30 days and, if it confirms the error, you are reinstated as if it never happened. A person removed for misconduct can revive only if the Council allows it.

See: Agreement Section 13.3; Policy B.13.

1. Check that the Client has a specific opportunity and is open to an introduction, and check on the Register that the Member is Active.
2. Make a warm introduction to all parties, in writing (email is fine), naming the Client, the Member (with their Member ID) and the opportunity.
3. Keep that record. It is what makes it a Referral.
4. Let the Client decide. If the Member is hired within 12 months, the default referral fee applies.

See: Policy D.1–D.4; D.2.2; Agreement Section 8.1.

A warm introduction of one Member to a Client about a specific, identified opportunity, documented at the time, to a Member who is Active when the record is made. “You should know this firm” does not count, and neither does an introduction without a written record. You can flag an opportunity in the group channel without naming the Client, but the Referral itself still needs the record.

See: Policy D.1–D.3; D.2.4; G.2; Agreement Section 8.1.

Keep it confidential, even from consultants outside Conexus. Decide whether it fits. If you already have another fee obligation on the same job (for example to a network you belong to), tell the Introducing Member before you accept. You may decline, but then you cannot go after that same opportunity yourself for the 12-month window unless you were already working with that Client on it or the Introducing Member agrees in writing.

See: Policy D.5; B.9.4; Policy G.1.

The earliest qualifying written record wins, and the Client’s own account can help if the records are unclear. If the order cannot be established, they split the fee equally unless they agree otherwise.

See: Policy D.7.

Nobody. A Referral gives you a defined, time-limited right to a fee, not a claim on the Client, and the Client can always choose or replace anyone. You can also introduce more than one Member for the same opportunity, and the Client can pick one, several or none.

See: Policy D.6; E.1.6; Agreement Section 8.7.

Yes. Your existing Clients remain yours. Fee and protection rights arise only from a specific written Referral you choose to make, and only for that opportunity and its Referred Client Relationship. Whether you refer an existing Client at all is your decision. If the other Member can show in writing that it was already pursuing that very opportunity before your introduction, it is not a Referral.

See: Policy D.3; Agreement Section 3.3; Section 8.7.

No to both. There is no minimum number of referrals, no revenue target and no duty to accept any opportunity or to work with any Member. You are also free to refer your Clients to people outside Conexus; fees only come into play when you introduce a Client to a Member.

See: Agreement Section 3.3; Section 7.5; Policy D.6.

Only with people who need it for the purpose it was shared, and only if each is bound in writing (an employment or contractor agreement, or a written policy they have accepted) to protect it at least as strongly as Policy G. You are responsible for any breach by them as if it were your own and must tell the affected Member promptly. Conexus does not check what binds another Member’s people. If you are also employed by or work with another firm, do not use one capacity’s confidential information in the other.

See: Policy G.6; Agreement Section 12.2.

By default, the Receiving Member pays the Introducing Member 20% of the Professional Fees actually collected from the Client in the first 12 months after the Client’s first payment, and 10% in months 13 to 24. After that, nothing. There is no dollar cap, so on a large engagement the fee can be large. It follows collected money, not signed contracts. It is an unsecured promise by the paying Member, so it carries that Member’s credit risk.

Example: Sarah introduces David to a Client. David contracts directly with the Client and collects $100,000 in the first year. Unless they agree otherwise, David pays Sarah $20,000. If the Client pays another $100,000 in months 13 to 24, David pays $10,000.

See: Agreement Section 8.2; Policy E.1–E.2; E.1.1; E.4.4.

The fee is a default, not a mandatory price. The two Members can agree in writing to any lawful alternative: a different percentage, a fixed amount, or no fee. A short form (the Network Variation form) is provided for this, for one Referral or for standing terms of up to 24 months. If other Members are entitled to a share and are not signing, their shares do not shrink and are worked out on the default pool, and the signers must notify them within 5 Business Days. The Council does not receive, review or approve these forms.

Conexus does not set, recommend or coordinate consulting rates, margins or what Members charge Clients, and Members must not use Conexus channels to swap pricing information or fix rates.

See: Agreement Section 8.7–8.8; Policy E.4.10; E.6; E-1; Policy S.

All work the Receiving Member does for that Client (or the business unit you introduced) that begins within 24 months of the Client’s first payment, whether continuation, expansion or a new project. Renaming the project or switching sponsor does not make it new. Genuinely separate divisions that were not part of the introduction, and work starting after 24 months, are not covered. The Client must hire the Receiving Member within 12 months of the introduction for the fee to apply at all.

For a relationship expected to exceed CAD 100,000 in fees, the Receiving Member sends the Introducing Member a written confirmation of the contracting entity and scope within 10 Business Days after the first payment. It is informational: the Introducing Member can object within 10 Business Days, and silence is not agreement and does not narrow the fee.

See: Agreement Section 8.2; Policy E.1.2–E.1.5; E.1.7; Policy D.4.

As the Client pays. The Receiving Member tells you promptly after each payment; you invoice; payment is due 10 Business Days after your invoice. Late amounts bear simple interest at 5% a year. Once a year per Client relationship you can ask for records to check the numbers.

See: Agreement Section 8.4; Policy E.4.2; E.4.7; E.4.8.

If the Client does not pay the Receiving Member, no fee is owed on that unpaid amount. A fee properly paid is generally not clawed back because the Client was later refunded, unless there was a billing error, duplicate payment or fraud. Fees are unsecured promises, so a Member’s insolvency is a real risk. For a bigger deal you can agree to use a third-party escrow.

If the Receiving Member settles a genuine dispute with the Client in good faith, the fee follows the lower amount collected. But a compromise made mainly to avoid or reduce the fee, or a concession bundled with unrelated business, does not reduce it, and the Introducing Member must be told within 5 Business Days.

See: Policy E.4.3–E.4.5; E.4.12; Agreement Section 8.4.

Two introducers share the fee pool 75/25: 75% to the one whose introduction most directly produced the engagement, 25% to the earlier one. A Member who recommended the consultant in writing (a Sourcing Member) shares the introducer’s slice 75/25 as well. Chains longer than two create no further fee. The Receiving Member pays the Introducing Member it dealt with, who passes on any share owed.

Example: Sarah tells David about a Client opportunity. David realizes the Client needs cybersecurity and introduces Priya, who is hired and collects $100,000 in year one. The pool is $20,000: Priya pays David the full $20,000; David keeps $15,000 and passes $5,000 to Sarah. Writing it down at the time is what protects each of you.

See: Agreement Section 8.3; Policy E.3; D.2.3.

No. Fees move directly between Members, never through the Council, an Asset Holder or the Infrastructure Company. Conexus gets nothing from referral or project fees. Any Network Charge would be a separate, cost-based charge for infrastructure, never a share of your revenue.

See: Agreement Section 2.4; Section 7.3(g); Policy E.4.1.

Leaving does not cancel what is owed. Fees already earned, and fees from referrals made before the Member left that convert within the 12-month window, survive, as do confidentiality and non-circumvention duties. A Member can pay a fee to a lawful successor of the person entitled to it, on reasonable evidence of the succession, and that does not make the successor a Member. Conexus does not collect for you, so you would pursue it as you would any contract debt, using the dispute process (negotiation, mediation, arbitration). Because fees are unsecured, that is a real-world risk to price in.

See: Agreement Section 13.2; Section 17.4; Section 20; Policy E.4.4; E.4.11; Policy J.

It is when you hold the Client contract and bill the Client, and bring in another Member to do part of the work. You are the Engaging Member; they are the Engaged Member. Unlike a Referral, the Client contracts with you, not with them.

Example: you hold a transformation project and need ERP expertise. You engage a technology Member under a Prime Member Engagement. The Client’s contract stays with you; you pay the Engaged Member their share within 10 Business Days of collecting.

See: Agreement Section 8.5; Policy N.1–N.3.

By default, the Engaged Member receives 65% of collected fees for its work and the Engaging Member keeps 35%. It is only a default: you can agree a different percentage, a fixed fee or hourly rate. Conexus takes nothing. If the Engaging Member settles a disputed Client invoice for less, a genuine good-faith settlement reduces the shared amount proportionally, unless the problem was only the Engaging Member’s own work, in which case it bears the reduction. A concession made mainly to shift its cost to you, or bundled with unrelated business, does not reduce your share.

The Engaging Member can set Client requirements, scope, deliverables, deadlines, acceptance criteria, security and coordination, but does not control the Engaged Member’s own business or its means and methods.

See: Agreement Section 8.5; Policy N.2–N.3; N.3.4.

Before substantive work begins on any engagement where two or more Members deliver for the same Client, you must sign a short Network Project Confirmation (two or three pages, standard form provided). It covers scope, responsibilities, pay, confidentiality, IP, each Member’s insurance status (including none), liability between you, and confirms Conexus is not a party. For a larger or more sensitive job (a Material Engagement) you need a fuller project agreement. There is no option to skip it.

If people start anyway, each Member that knew it was unsigned is in breach, but the engagement and the default economics still stand, and each Member remains responsible for its own work with no Member taking on another’s professional liability. If a field on the form is left blank, the default applies: each Member keeps its own materials and work product, neither indemnifies the other for professional services, and a Client term binds only a Member that accepted it in writing.

See: Policy I.3–I.5; I.3.1; Policy I-1; Policy N.7; Agreement Section 8.5.

An engagement over CAD 100,000 in fees (counting follow-on work agreed within 12 months), or involving Client personal or regulated data or systems, or for a public-sector Client, or with a Member’s people on the Client’s premises or systems for more than three months. It needs a fuller project agreement, and each Member delivering services should hold professional liability insurance of CAD 2,000,000 per claim unless the other Members (and the Client, if its contract requires cover) accept less or none in writing.

See: Policy I.2; I.6–I.7; Agreement Section 4.3(c).

Decide who will hold the Client contract. That Member is the Engaging Member and the others are Engaged Members, or the Client contracts with each of you separately. Either way, sign the Network Project Confirmation before work starts, agree who does what and who gets paid, and make sure the Client understands who is contracting and who is responsible.

Name the contracting provider in the proposal, identify the other Members as independent businesses, and include the standard independence disclosure. Use each Member’s own brand, attribute experience to the Member who has it (“between them, ABC and XYZ bring…” not “Conexus brings…”), and do not present the group as a Conexus firm or team. Conexus does not set your price.

See: Policy I.3; N.1; Agreement Section 4.4; Policy P.4–P.6; X.7; Policy S.

Each Member answers for its own work. The Client’s contract is with the Engaging Member (unless otherwise agreed), but a Client can sometimes claim directly against an Engaged Member, which is why the project paperwork and insurance matter. Conexus and Members not involved in the job are not responsible.

See: Agreement Section 4.4; Section 10.2; Section 10.6; Section 11.5.

For 24 months after your introduction, a Member may not intentionally go around you on that specific opportunity to avoid your fee, including through an affiliate, a new company, a subcontractor or redirected payments. A deliberate bypass is a serious breach: you can claim the fee owed with interest and your enforcement costs, plus an accounting of any further benefit they gained beyond the fee, without being paid twice for the same amount. The Council can also discipline them. It is not a general non-compete and it protects only your fee on that introduction.

Example: Sarah introduces David to a Client. Six months later David sets up a new company to take the same work and avoid paying Sarah. That is circumvention. You need your written record to rely on this.

See: Agreement Section 8.6; Policy H.1–H.4; B.10.4; Policy J.6.

1. Gather your written record of the introduction and any evidence.
2. Raise it directly with the Member. If unresolved after 10 Business Days, send written notice stating the issue, the clause, the amount and what you want.
3. Optional Council facilitation, then mediation, then binding arbitration if needed. You can go straight to court for an emergency order to stop an ongoing breach.
4. You can also complain to the Council, which can warn, suspend or remove a Member for serious breach. The Council does not sue on your behalf.

See: Agreement Section 15.1–15.3; Section 14; Policy H; Policy J; Policy C.

Not in a way that deliberately bypasses you. During the job and for 24 months after the Engaged Member’s last substantive work, it should not intentionally take substantially related work from that client relationship without your written consent. Pre-existing relationships and unrelated work are unaffected.

See: Agreement Section 8.6; Policy N.6.

Yes to both. Conexus is non-exclusive and there is no non-compete. The rules protect only referral fees and, on shared jobs, the Engaging Member’s client relationship, for limited periods. Keep confidentiality and the fee obligations that apply to Referrals you actually receive from Members.

See: Agreement Section 3.3; Policy H.4–H.5.

No. Each Member is a separate business. Joining, using the Badge, sharing opportunities or paying a referral fee does not create a partnership, joint venture, agency or employment relationship. You do not share profits or losses and cannot bind each other. Each Member also agrees not to claim, merely because of Council service, that Conexus or a Council Member is a partnership or general partner of a Member, though the law, not a label, decides what a relationship is, which is why how Members actually behave and describe themselves matters.

See: Agreement Section 4.1; Section 3.1; Section 7.5; Section 10.5; Policy P.1.

No. Obligations from a specific referral, engagement or payment apply only to the Members involved in it, and a Member not involved has no liability. Each Member answers for its own conduct only.

See: Agreement Section 3.5.

Your own conduct, in three layers. To other Members: you indemnify a Member you directly affect for third-party claims from your serious breaches (confidentiality, privacy, circumvention, knowing misrepresentation, willful misconduct), capped at the greater of CAD $100,000 or twice what has been paid between you in the prior 12 months, with exceptions such as fraud and amounts you owe. To the people who run Conexus: you may have to defend and indemnify them against third-party claims to the extent caused by your own unauthorized statements about Conexus, your Client work, breach of law or privacy, or similar. That indemnity is outside the cap, but it is reduced to the extent they were themselves negligent or in breach. To Clients: your ordinary professional liability under law. Talk to your insurer and counsel about these.

See: Agreement Section 11.1–11.5; Section 10.5–10.6.

A Client is not bound by how Members describe their relationships and can bring whatever claims the law allows, including against you. That is why the Agreement relies on how Members behave and describe themselves (accurate, independent, clear about who is contracting), on written project agreements, on a mandatory Client disclosure and on a complaint protocol, not just on disclaimers.

Volunteers who run Conexus in good faith are protected by a release and indemnity from Members. That protection is narrower for the paid side: a remunerated Administrator or the Infrastructure Company is not released for ordinary negligence in its paid services. Its liability for that is capped, for each Member at the greater of CAD $100,000 and the Network Charges that Member paid in the prior 12 months, and for all Members together for one event at the greater of CAD $2,000,000 and the insurance proceeds actually recoverable. These caps do not apply to fraud, willful misconduct or gross negligence, or to liability that cannot lawfully be limited.

See: Agreement Section 10.5–10.6; Section 17.8; Policy P; Policy V.

Not to join. No insurance is required to be a Member. Conexus recommends professional liability (E&O) cover of CAD 1,000,000 per claim for work you deliver, CAD 2,000,000 for a Material Engagement, and cyber cover if you handle Client data. You must answer honestly about whether you are covered: before a Prime Member Engagement, when another Member reasonably asks about a proposed Referral, and in your annual confirmation or re-registration (stating “none” is not a breach). You must meet any insurance your Client contract requires, and for a Material Engagement either carry E&O or have the other Members accept its absence in writing. A Member who only introduces needs no cover for that role.

The Infrastructure Company is different: it must carry D&O or management-liability, administrative E&O and cyber insurance, at limits the Council reviews and approves at least yearly and publishes to Members.

See: Agreement Section 4.3; Policy I.6–I.7; B.11.2; A.7.2.

Someone has to keep the Member records, maintain the Policies, deal with conduct complaints and look after shared assets. That is the Council’s job. It is an administrative and governance body for participation in Conexus. It does not run Members’ businesses.

See: Agreement Section 7.1; Section 7.4–7.5.

Can: run verification, maintain the Register and Directory, update Operating Policies with notice, administer discipline, facilitate disputes, manage the website and shared assets, and decline a joinder only on the limited grounds the Policies state.

Cannot: approve who joins, bind a Member commercially, control or allocate your Clients, pricing, staffing or project acceptance, require you to accept an opportunity, receive or hold referral fees, supervise your professional work or decide a Client’s complaint, sign deals for the Network, or change the big things (fee defaults, the Locked Policies, the Network’s structure) without following the Member change process.

See: Agreement Section 7.2–7.5; Policy A; B.1.4.

Council service is voluntary and unpaid, and any eligible Member can volunteer through an optional Governance Roster. The first Member to sign becomes the first Council Member, and at the start the Council may be one person. That is Nabavi & Company Inc., the Sponsor, which acts through the individual who signs for it. Up to nine Council Members serve two-year terms, and at least two-thirds of the seats must be held by Delivery Members. While fewer than three Council Members are active, the Council can act with those serving. Once three or more are active, a decision needs at least two votes in favour.

As the Network grows the Council is opened to Independent Members (those outside the Sponsor’s group): with five Independent Members the Council will use reasonable efforts to appoint at least one, and with ten at least two. If it has not done so within 90 days, it tells Members why. An Independent Council Member can publish a dissent.

Every Governance-Eligible Member has one objection and one vote. That means an Active Member, not Lapsed, with a completed identity or registration check (a free route to this exists). Affiliated Members share one voice, and business-development Members’ votes together count for at most 15%.

A Council seat belongs to the Member. If the Member is a company, a change in its directors or shareholders does not end the seat. The company acts through an individual it names in writing. That person does not have to be a director, officer or employee, and the company can change them at any time by written notice to the Council. If someone new takes over running the company, it must tell the Council within 10 Business Days, and the Council can ask for a fresh registry check. A seat cannot be sold or passed on.

See: Policy A.1.2; A.1.10; Agreement Section 9.1.

Less than you might fear, but candidly, yes, in part. The “Founder Control Period” runs from the first joinder until the earliest of: 15 Independent Members; the Sponsor’s written notice ending it; or the Network passing 50 Members. It never restarts. During it, the Council can adopt most Reserved Matters by its own resolution, with a published reason and notice, and a Member materially and adversely affected can withdraw.

There are firm limits. Fundamental matters are never adopted by the Council alone and need a Member vote. Changes to the default fees, the kind or basis of a Network Charge, anyone’s remuneration, and any matter in which the Sponsor’s group has an interest must follow the full notice-and-objection process even during the period. Accrued rights cannot be reduced, and the Sponsor’s standing Council seat ends with the period.

See: Agreement Section 7.7–7.11; Policy A.4.11; A.1.8.

Some can, within limits, and you will always be told.

Every change comes with an Update Notice: an email to every Member and a banner, with a redline, a plain-English summary, the effective date, and how to object, accept and withdraw. Operating Policies can be updated by the Council for operational reasons, ordinarily with 30 days’ notice. Most Agreement and Locked Policy changes take effect after 30 days unless 20% of eligible Members object (the change is paused and revisited) and are dropped at 33%. Changes to fee defaults get 60 days. Changes involving the Infrastructure Company, the kind or basis of a Network Charge, or anyone’s pay get 60 days and lower thresholds (10% and 25%), and only Independent Members’ objections count. The most fundamental changes need a Member vote of at least two-thirds of votes cast, and silence never passes them.

A change that affects your core rights (compensation, liability, confidentiality, disputes, governance) must also be accepted by a click at your next sign-in, or you become Lapsed. If a permitted change materially and adversely affects you, you can withdraw before it takes effect, or within 30 days after, without penalty. Deals already made stay under the version in force when they were made, and no change can reduce a right you have already earned.

See: Agreement Section 5.3; Section 19; Section 23.1; Policy A.4.5–A.4.7; A.4.12; A.4.17.

No fee exists now. The Network expects that, once an Infrastructure Company is in place, it will recover the cost of shared infrastructure through cost-recovery charges, such as an initial registration charge and an annual registration charge. The first charge would need Member approval, 60 days’ notice and an Infrastructure Company in place, and it could only cover cost. After that the Council sets the amount from time to time on 60 days’ notice, and you can withdraw first without penalty. No charge is ever paid for the use of the Conexus name or brand, and the Network is voluntary and Member-powered. The Infrastructure Company publishes its annual report, including its finances and tax filings, to all Members in the members-only document portal, and every Member is invited to its annual general meeting to give feedback. No surplus is ever paid to Members or the Council. Only if the Network is wound down are remaining funds returned to Members, in proportion to the charges each paid.

The Network follows an “infrastructure before scale” rule. Before it grows beyond the stage set in Agreement Section 3.7, launches publicly, collects any Network Charge, signs a formal arrangement with a Partner Network, or opens a Client-accessible platform, an Infrastructure Company must be designated, bound by its Undertaking and insured. If a joinder would pass that point before then, it is held until the conditions are met. This is an administrative condition that ends automatically once met, with no amendment needed. The point is to have proper structure and insurance in place before the Network scales.

See: Policy L.1–L.9; O.10; Agreement Section 3.7; Policy O.14; B.1.3.

The assets are held for the Network’s limited administrative purposes. The Agreement does not let them be sold, charged or exclusively licensed without a Member vote, and that includes a sale of the company’s shares, a merger or any other change of control, which follow the Member change process and cannot be used to get around those limits. The company and any Asset Holder must also keep current records, credentials and registrations in a form from which a replacement could take over.

Candidly, contract terms cannot override insolvency law or the rights of secured creditors, trustees or receivers. If the company became insolvent, the Agreement requires everyone bound to take every step the law allows to protect the assets and move them to a replacement, but it cannot promise the result. That is why the Infrastructure Company must be insured and why shares or assets cannot be quietly sold off.

See: Agreement Section 6.4; Section 10.5; Policy O.11; O.15; A.7.2.

The operator joins as a Member (as a Delivery or Business Development Member) and only the operator is bound. Your consultants are not automatically Members: each must individually accept, sign the joinder, and may choose to be verified. Your existing agreements with them and with Clients are untouched, but each of you must check for conflicts. Taking part in or sponsorship by the same Partner Network does not by itself make two Members affiliated.

See: Policy B.9.1–B.9.3; B.10.2.

You can sponsor a cohort. The Council can take a list prepared with each person’s consent, import profile information they agreed to share, coordinate optional verification in batches and run info sessions. That speeds the administration, but each consultant still gives the click-through acceptance and signs their own joinder. You are responsible, as a Member, for the consent and lawful basis for any personal information you supply. Sponsorship is not an endorsement of any of them, and no formal arrangement with a Partner Network is possible until the Infrastructure Company exists.

See: Policy W.3; B.9.2; Agreement Section 3.7(d); Section 11.2(e).

Yes. You keep your own brand, programs and agreements, and you can promote them to your own people, but not by marketing through the Member Directory. Your organization earns Introduction Fees on qualifying Referrals it makes or sources, and keeps whatever it earns from its own consultants under its own agreements, which sit outside Conexus. There is no payment for recruiting people, no preferential admission or voting, and no member can be forced to route referrals through you or stay out of other networks.

See: Policy B.9.5–B.9.9; Policy F; Policy W.4–W.7.

Yes, at any time, immediately, on written notice to the Council, with no minimum notice. Your Directory access ends and you stop using the Badge within 10 Business Days, and the Register shows you as a Former Member with the end date. Still in force: fees earned or still to come from referrals made before you left (if they convert within the 12-month window), confidentiality, the 24-month non-circumvention rule and any surviving project obligations. Leaving does not stop you working with Members or Clients, and you can come back by joining again.

See: Agreement Section 13; Section 20; Policy K.8.3; B.12.

They stay protected, for you and for the other Member. A Referral you made or received before leaving that converts within the 12-month window still carries its fee, and the 24-month protection continues.

See: Agreement Section 13.2; Section 20; Policy H.5.

You cannot hand over your membership without the Council’s written consent, except to a buyer of substantially all of your relevant business who agrees in writing to take on your obligations. Sale, closure, incapacity or death does not erase fees owed or continuing duties, and the Council can deal with a legal representative to settle them without admitting that person as a Member. A successor that wants to be a Member joins in its own right. A transaction cannot be used mainly to avoid an obligation.

See: Agreement Section 17.4; Section 13.2; Policy E.4.11.

In order: talk to them; written notice if unresolved after 10 Business Days; optional Council facilitation; mediation (targeted within 30 days); then binding ICDR arbitration, usually before one arbitrator, often by video. The seat is Vancouver where British Columbia law applies and Wilmington where Delaware law applies. Referral and project disputes follow the Client’s location (U.S. Client, Delaware; otherwise British Columbia) unless you agree otherwise. Undisputed amounts keep being paid. Either side can still seek an emergency court order to stop a confidentiality or circumvention breach.

The intent is that all disputes go to arbitration. If a court ever finds that part of the arbitration clause cannot be enforced, only that part falls away and is replaced by the nearest enforceable arrangement; failing that, the dispute goes to the courts of British Columbia or Delaware (depending on the governing law), and the rest of the Agreement is unaffected. Accrued rights are preserved and time limits are paused while enforceability is argued.

See: Agreement Section 15; Section 15.5; Section 16; Policy J.

Conexus passes it on and does not judge it. The Council publishes one complaint address, acknowledges within five Business Days, explains that Conexus is a framework of independent businesses that does not supervise work or decide complaints, and forwards the complaint to the contracting Member and any other Member it concerns. It does not assess quality, direct fixes, promise refunds or publish findings. Its log records only facts. Repeated complaints can be relevant to whether a Network rule was broken, but they do not mean the Council has taken on any duty to assess, monitor or guarantee a Member’s competence. If you receive a complaint about shared work, tell the other Members promptly and keep your records.

See: Policy V.1–V.5; V.8–V.11; Agreement Section 7.5.

You can act in your own name for damages or an injunction, including an emergency court order. The Council can immediately suspend that Member’s access and may remove them. The Council does not sue for you.

See: Policy G.4; Agreement Section 3.8; Section 12.2.

Yes, for things like serious breach, dishonesty, not paying an undisputed or decided amount, serious misrepresentation or conduct that damages trust in Conexus. Before final removal you get written notice, a reasonable chance to see the evidence the Council relies on and at least 10 Business Days to respond, unless a temporary suspension is needed to prevent serious harm. Decision-makers with a conflict take no part, and you get written reasons. After removal you can ask for one independent review, and if the removal is not sustained you are restored. You can then challenge in arbitration on specific grounds such as bad faith or procedural unfairness. Nobody may retaliate against a Member for a good-faith report of a breach or concern. Being struck off for long inactivity is administrative and is not removal.

See: Agreement Section 14; Policy C.2–C.4; C.6; B.13.