Governance

The eleven governance clauses of Rising Tide, each with its text, a plain reading and its reason: attribution, parameter-change protection, holdback and recovery, basis, related parties and compliance, discount ownership, price changes, negative pools, ownership exclusion, identity matching, self-purchase.

The rules say how money is divided; the clauses say how the rules hold. Each of the eleven has three columns: the clause text can go straight into the agreement, the plain reading says what it means day to day, and the reason says why the rules would fail without it. The first eight were set when the plan was designed; the last three stop a customer from building a shell to become its own partner.

Clauses

Clause	Text	Plain reading	Why it exists
1 Attribution	A customer belongs to the first partner to register it; registration is valid for 6 months and renewable before expiry. After the first purchase, attribution lasts 24 months and renews automatically with the customer's renewals. One customer belongs to one partner at a time; a change of partner takes effect from its effective date and is not retroactive.	A customer you registered is yours for 24 months, even if the customer later contacts Praxis directly.	Without attribution, overlapping channels collide and the platform could sell direct over your head; attribution is a partner's most basic protection.
2 Parameter-change protection	Changes to x, r, tier thresholds or the customer discount are notified in writing 90 days in advance; existing customers settle on the old parameters for 12 months.	The platform cannot change the numbers overnight, and your existing customers keep the old terms for a year.	The parameters are set by the platform alone; without notice and protection periods, no formula binds anyone.
3 Holdback and recovery	Shares settle monthly with 10% of each period held back and released on a rolling 90-day basis; refunds are reversed against the original consumption period; a negative net carries forward, and two consecutive negative periods trigger recovery.	You receive 90% each month and the other 10% three months later; customer refunds are deducted from later shares.	Usage can be refunded but a paid share cannot be reclaimed; the holdback gives refunds somewhere to land.
4 Basis	Every base is consumed, non-refundable usage revenue; top-up amounts enter no formula.	What matters is what the customer used, not what the customer deposited.	Counting deposits invites end-of-month top-ups to reach a tier, and refunds make them unrecoverable.
5 Related parties and compliance	A partner is an independent entity that signs the intermediary agreement, invoices and books the share; it declares annually that it has no relationship with the customer's decision-makers; the partner itself or its related parties earn no share as customers; customer terms disclose the share arrangement once, in general terms. A partner who is an employee of the customer or related to its decision-makers earns no share.	You cannot be part of the customer's organisation, and you cannot refer business to yourself.	Paying a customer's employees or decision-makers is commercial bribery, and both sides break the law.
6 Discount ownership	Any further discount a partner promises a customer is deducted from the partner's share and does not enter the pool; Praxis's amount does not fall below zero as a result.	You may discount, and it comes out of your share.	A discount taken from the pool makes the platform lose first and breaks the price chain.
7 Price changes	When upstream prices change, the pool is recomputed on actual current-period cost; Praxis may adjust its price with 30 days' notice; list-price changes are reflected promptly.	An upstream increase thins the pool; a Praxis price change comes with a month's notice.	The margin moves with upstream; freezing it would leave some models permanently at a loss.
8 Negative pools	A model whose pool is zero or negative is not sold at the uniform discount; it is sold at list, renegotiated upstream or withdrawn. A negative pool is not subsidised by other models.	A loss-making model is not sold indefinitely, and other models do not pay for it.	Filling a negative pool from positive ones makes thick-pool partners pay for a loss-making model.
9 Ownership and control exclusion	A registered customer may not be wholly or partly owned, controlled or operated by the partner, its employees, family members or related parties; a 50% holding or controlling interest counts as related; once established, no share is paid.	A company you own does not count as a customer.	Referring your own company turns the share into a disguised discount.
10 Identity matching	If a customer and a partner share any of an ID number, phone, email, payment account or login origin, they are treated as one person and that customer earns no share.	The system matches identities; a match disqualifies.	The commonest shell is the same person under another name; a system rule is cheaper than manual review.
11 Self-purchase and final say	Using your own referral to buy for yourself is prohibited; when several parties claim the same customer, Praxis decides on the system record.	You cannot refer yourself; disputes are settled by the system record.	Without a final arbiter, attribution disputes never end.

How the clauses work together

The eleven fall into three groups. Clauses 1 and 2 protect the partner: attribution and parameters both have protection periods. Clauses 3, 4, 6, 7 and 8 protect the formula: the basis, the holdback, discounts, price changes and negative pools each have a place to go, so the formula computes in any month. Clauses 5, 9, 10 and 11 keep both sides lawful and shell-free: related parties, matched identities and self-purchases earn nothing.

The clauses do not depend on any one country's law to hold. They state three floors that apply almost everywhere: paying a customer's employees or decision-makers is commercial bribery, prohibited in most jurisdictions¹²; disclosing a share arrangement to the customer is a standard consumer-protection requirement³; an intermediary relationship rests on a written agreement. Governing law and dispute resolution are set in the intermediary agreement, and partners also follow the anti-bribery and disclosure rules of their own jurisdiction.

Applied to each month's numbers, the clauses become the next page: Statement.

References

US Foreign Corrupt Practices Act (1977) and UK Bribery Act 2010: extraterritorial reach of commercial bribery rules. ↩
Anti-Unfair Competition Law of the People's Republic of China, Article 7 (commercial bribery), as amended in 2019; full text in the Ministry of Commerce legal database, ipr.mofcom.gov.cn/law/detail.shtml?id=2023. ↩
Federal Trade Commission, Guides Concerning the Use of Endorsements and Testimonials in Advertising, 16 CFR Part 255, revised 26 July 2023, federalregister.gov/documents/2023/07/26/2023-14795. ↩

Governance

Clauses

How the clauses work together

References

Footnotes

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