INDEPENDENT CONSULTANT AGREEMENT
An Agreement Between: TICX Pty Ltd t/a Alternative Business Finance Group (ABFG) | ABN: 51 611 857 875
and; The Applicant named and signed below.
Introduction
The Alternative Business Finance Group (ABFG) is operated by TICX Pty Ltd t/a Alternative Business Finance Group, an Australian-Pacific capital markets education, documentation, and consulting support platform. ABFG assists SMEs to raise growth capital lawfully and cost-effectively under small-scale offer exemptions available in most jurisdictions, in Australia it's Section 708 of the Corporations Act 2001 (Cth).
Our goal: to help you become a fully competent and capable Independent ABFG Consultant, operating your own advisory practice within the ABFG framework.
1. Purpose of Agreement
This Agreement governs participation in ABFG's Referral & Independent Consultant Program, under which Participants provide independent business consulting and capital readiness services using ABFG systems, tools, and documentation frameworks.
2. Registration & Subscription Fees
Registration Fee (one-time): $595.00 — payable at the time of application. This fee provides immediate access to the Consultant Playbook, document templates, the Headwaters Capital Planner, and the training materials described in this Agreement, together with the Participant's live profile on the Independent Consultant directory.
Monthly Subscription: $99.00 per month — recurring, commencing once the Participant has secured their first paying client engagement. The Participant must notify ABFG promptly upon securing a first client, at which point ABFG will activate the subscription.
Both payments are processed via the Stripe payment platform. This Agreement takes effect, and the Participant's access to ABFG systems and resources commences, upon payment of the Registration Fee.
3. Nature of Relationship
This Agreement creates an independent contractor relationship only. Nothing in this Agreement constitutes a partnership, employment, agency, or joint venture.
Participants:
- Operate their own business
- Set their own hours
- Are responsible for all tax, GST, insurance, and compliance obligations
4. Regulatory & Licensing Position
ABFG and all Participants: do not raise capital · do not introduce or solicit investors · do not promote or sell securities · do not provide financial product advice · do not receive commissions on funds raised.
All issuing companies self-raise their own capital under their own Section 708 exemptions.
Important: Any person who introduces investors or promotes securities must hold an Australian Financial Services Licence (AFSL). Participants without an AFSL must not engage in these activities under any circumstances.
INDEPENDENT CONSULTANT — Permitted Activity:
- Full client advisory delivery
- Capital structuring and modelling via access to Headwaters Capital Planner
- Documentation preparation
- Initial Private Offer (IPO) platform and Private Trading Exchange (PTX) client access
- Independent client management
- Offer involvement (pecuniary interest) permitted
Fee Entitlement: 100% of your own client consulting fees and charges — you set your own fees
Prohibited Activities — Applies to all Consultants
- Introduce investors to any issuing company
- Promote or advertise securities
- Sell investment opportunities
- Provide financial product advice
- Negotiate investments on behalf of any party
- Receive commissions on funds raised
Immediate termination applies for any breach of the above.
5. Client Ownership
- The Participant retains ownership of their client relationships
- ABFG acts solely as: systems provider, documentation support provider, and technical and platform support provider
6. Intellectual Property
All templates, software, tools, calculators, documentation systems, and platform resources (including ipocalc.com) remain the exclusive intellectual property of TICX Pty Ltd t/a Alternative Business Finance Group. No licence to reproduce, sublicence, or distribute any ABFG IP is granted under this Agreement.
7. Use of ABFG Name & Logo
The Participant must NOT use the Austpac, Alternative Business Finance Group, ABFG, TICX Pty Ltd, or Headwaters Capital name, logo, trademark, or branding on any marketing materials, correspondence, proposals, websites, social media profiles, or public communications without the prior written approval of ABFG in each specific instance.
Permitted description (plain text only): Participants may describe themselves as an "Authorised Independent Consultant — Alternative Business Finance Group" in plain text on their own LinkedIn profile, business card, or email signature.
Any approved use of ABFG branding is non-transferable, non-exclusive, and may be revoked at any time by ABFG in writing. Breach of this clause is grounds for immediate termination.
8. Confidentiality
Participants must keep strictly confidential all:
- Client information and correspondence
- Business systems, tools, and processes
- Platform architecture and documentation frameworks
9. Non-Circumvention
The Participant agrees that during the term of their participation with ABFG, and for a period of twenty-four (24) months after cessation, they will not directly or indirectly circumvent, bypass, interfere with, or avoid ABFG's systems, clients, investors, referral networks, capital-raising processes, or commercial relationships introduced by ABFG, for the purpose of obtaining a benefit or avoiding payment of fees or consideration to ABFG.
10. Restraint of Trade (Non-Compete)
The Participant must not, without the prior written consent of ABFG, during the term of this Agreement and for a period of twenty-four (24) months after termination, directly or indirectly: carry on, be engaged in, be concerned with, provide services to, consult to, invest in, or hold any financial or beneficial interest in; or otherwise assist any business that is substantially similar to or competitive with the core business of ABFG.
11. Term & Termination
- This Agreement commences upon payment of the Registration Fee
- Either party may terminate with 30 days' written notice
Immediate termination applies for:
- Any compliance or regulatory breach
- Engaging in securities activity without an AFSL
- Investor solicitation or promotion of securities
- Misrepresentation to clients or ABFG
- Breach of Clause 7 (use of ABFG name or logo)
12. Limitation of Liability
ABFG provides systems and advisory support only and makes no guarantee regarding capital raising outcomes, company valuations, or investor participation. All commercial risk remains with the issuing company. ABFG's liability to any Participant under this Agreement is limited to the total subscription fees paid in the three months preceding the relevant claim.
13. Insurance
Each Participant is responsible for maintaining, at their own cost:
- Professional indemnity insurance
- Public liability insurance
- All required business registrations and compliance obligations
14. Governing Law
This Agreement is governed by the laws of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Queensland.
15. Entire Agreement
This document constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, representations, and agreements. Any variation must be in writing and signed by both parties.