Consultant Network Agreement

This Consultant Network Agreement ("Agreement") sets the terms for being listed in Heath's consultant network and for the fees you pay Heath when a client you meet through Heath hires you. You accept it by ticking the box on the consultant application. It is separate from Heath's Terms of Service, which also apply whenever you use Heath as a user.

Heath is run by Heath Technologies, LLC ("Heath", "we", "us"). "You" means the consultant or consulting business that applies. Questions: consultants@askheath.app.

1. Who this agreement is between

You are an independent business, not Heath's employee, agent or partner. Heath is not a party to any engagement between you and a client. You set your own scope, rates and contracts, and you are responsible for your own taxes, licenses and business obligations.

2. Your listing

Once approved, Heath lists you in its consultant directory using information from your application, such as your name, business, credentials, headline, bio, specialties, experience, service area, industries, services and languages. Heath never shows your email address, phone number, website or rates in the directory; clients reach you through Heath.

You must keep your credentials, licenses and insurance current and tell us promptly if any of them lapse, is suspended or changes. Heath may approve, hide or remove a listing at any time, including if information turns out to be inaccurate.

3. No paid placement

Fees never affect whether you are shown or where you appear. Heath lists consultants based on qualifications, specialty and location only, and consultants who pay no fee (Section 6) are shown on exactly the same basis.

4. What counts as a billable lead

A "lead" is a client (a person or their organization) that Heath introduces to you, either by a message sent through the Contact consultant button on your Heath profile or by an introduction Heath's team makes after a client asks for a match.

A lead becomes a "billable lead" when that client enters into an engagement with you, meaning a signed proposal, purchase order, contract or any paid work, within the attribution window in Section 5.

These are not billable leads:

• a client you can show was already your client before Heath's introduction;
• a second introduction of the same client within the attribution window (it counts once);
• an introduction you decline in writing to consultants@askheath.app within 14 days, as long as you then don't take on that client within the attribution window.

5. Attribution window

An engagement counts if it begins within 12 months of Heath's introduction. Each billable lead is charged once, however many projects follow with that client.

6. Fee

The fee is $150 for each billable lead. There are no free leads. Applying, being listed and receiving client messages are free.

No fee where it isn't allowed. If state law or your professional code of conduct does not allow you to pay referral fees (for example, licensed professional engineers and engineering firms), you pay no fee. Tell us when you apply, and Heath will not invoice you. You are listed and shown on the same basis as everyone else.

7. No fees passed to clients, no rewards to users

You must not add Heath's fee to a client's bill as a separate charge. Heath does not share any fee, revenue, credit, rebate or reward with users, and you must not offer users any payment, discount or reward in connection with Heath's introduction.

8. Reporting engagements

You must tell Heath, honestly and completely, about every engagement with a client Heath introduced, within 30 days of the engagement beginning. When Heath asks, you will also confirm whether any open leads have become engagements.

9. Heath's right to confirm

Heath may contact a client it introduced to ask whether they hired you, and may ask you for reasonable proof of when an engagement began. Keep records of introductions and engagements for the attribution window plus 12 months.

10. Invoices and payment

Heath invoices billable leads monthly by email. Invoices are due within 30 days. If you think an invoice is wrong, tell us in writing before it is due, and we will work it out with you in good faith.

11. If fees aren't reported or paid

If you don't report an engagement, or don't pay an invoice when due, Heath may hide or remove your listing, invoice the fee for any unreported billable lead, recover reasonable costs of collecting what is owed, and end this Agreement.

12. No going around Heath

During the attribution window, you must not steer a client Heath introduced to another channel to avoid the fee.

13. Client information

Use a client's details only to respond to them and for work they ask you to do. Do not add them to marketing lists, keep their information confidential, delete it when they ask unless the law requires you to keep it, and follow applicable privacy laws.

14. Professional conduct and insurance

Work within your licenses and areas of competence, follow the laws and professional standards that apply to you, and carry the insurance you described in your application. Heath may ask you to show that your credentials and insurance are current.

15. Term, ending and changes

This Agreement lasts while you are in Heath's network. Either of us may end it at any time with written notice. Fees for billable leads from introductions made before it ends still apply. Heath may change this Agreement by giving you at least 30 days' notice by email; if you don't agree, you may leave the network before the change takes effect.

16. Responsibility and liability

You are responsible for your own work, advice and conduct, and you agree to cover Heath's reasonable costs from claims that arise from them. Heath does not guarantee any number of leads or engagements. To the fullest extent the law allows, Heath is not liable for indirect or consequential losses, and Heath's total liability to you under this Agreement is limited to the fees you paid Heath in the 12 months before the claim.

17. Governing law and disputes

This Agreement is governed by the laws of North Carolina. Disputes will be resolved in the state or federal courts located in Forsyth County, North Carolina, as with Heath's Terms of Service.