Independent Contractor Terms of Service

Platform Rules, Compliance Covenants, & Financial Parameters

Effective Date: May 20, 2026

These Terms of Service govern your active license affiliation, platform credentials, and use of the digital environment provided by Birch & Co. Brokerage, LLC. By authenticating your agent portal or submitting transaction files, you agree to be bound by these institutional guidelines and the official Policy Manual.

Statement of Mission and Infrastructure Culture

Document Reference ID: BAC-MIS-2026-V1

The name Birch and Co. represents the convergence of natural, upward growth and unbreakable architectural stability. This document serves as our operational compass, outlining the philosophy, core beliefs, and cultural guardrails that ensure every professional affiliated with our firm is perfectly aligned on fundamental ethics, morals, and production standards.

1.0 Mission Statement

Birch and Co. Brokerage exists to empower modern real estate professionals and high-net-worth clients through unparalleled technological innovation, automated transaction efficiency, and precision boutique marketing. We provide a powerhouse digital infrastructure so our agents can focus on what matters most: dominant client representation and friction-free closing execution.

2.0 The Core Cultural Guardrails

Our corporate culture is anchored by four primary pillars that dictate how we conduct business, interact as a network, and protect our luxury market positioning:

  • Growth:

    We relentlessly pursue technological advancement, leveraging proprietary systems to out-pace market competitors. We foster an environment of continuous professional development and strategic scaling.

  • Precision:

    We command deep technical authority over the mechanics of contracts, property valuations, and investment analytics. Excellence is not accidental; it is engineered through administrative accuracy and contract mastery.

  • Privacy:

    We protect the personal security, financial data, and residential privacy of our founders, our agents, and our luxury clientele. Data security, network encryption, and client confidentiality are absolute requirements.

  • Integrity:

    We maintain transparent, upright, and uncompromised fiduciary duty to our clients, ensuring our brand stands as an unshakeable seal of quality.

3.0 Standards of Professionalism and Conduct

Affiliation with Birch and Co. Brokerage LLC demands an uncompromising adherence to elite professional behavior.

  • Fundamental Ethics:

    Agents are required to operate with the highest moral clarity, maintaining complete transparency in all client communications, commission negotiations, and transactional data entries.

  • Collaboration and Unity:

    While our cloud model offers independent operational freedom, our collective power rests on shared brand equity. Agents support the collective growth of the boutique pod by protecting intellectual property, respecting internal sub-split team regimes, and handling client disputes quietly and systematically.

  • Respect and Inclusivity:

    In strict alignment with federal, state, and local Fair Housing Laws, we enforce a zero-tolerance policy against any form of discrimination. We provide equal, high-tier professional service to all consumers regardless of race, color, religion, national origin, sex, handicap, or familial status.

4.0 Cultural Commitment

By operating under the Birch and Co. banner, you commit to weaponizing our proprietary technology, executing automated compliance protocols with speed, and treating the brand identity as a high-profile corporate asset. We reject the bloat of traditional brick-and-mortar operations in favor of an elite, low-overhead cloud environment where long-term production wealth and dominant representation can thrive.

1. Professional Workspace Access & Eligibility

1.1 Statutory Licensure Requirement

To access our platform, you must hold an active, unblemished real estate license with the Florida DBPR. You represent that you are registered as an independent contractor under the firm and are solely responsible for tracking your mandatory continuing education (CE) credits.

1.2 Broker-Administered Accounts

Public registration pages are disabled. Your user workspace profile is initiated exclusively by the Broker-Owner via the primary onboarding interface. You are strictly responsible for preserving the cybersecurity parameters of your credentials and are barred from accessing data tracks while connected to unencrypted public Wi-Fi networks.

1.3 Operational Prohibitions

You explicitly covenant and agree that you will not execute any of the following restricted business practices under the corporate banner:

  • Property Management:

    Collecting rents, arranging field repairs, or handling tenant escrow instruments.

  • Off-Market Wholesaling:

    Executing assignable distress contracts as a principal entity.

  • Deceptive Visual Media:

    Generating artificial configurations that erase structural defects, foundation lines, or adjacent impairments.

2. Commission Operations & Fee Architecture

2.1 The Deferred Annual Allocation

The standard corporate data infrastructure and software activation allocation is valued at $599 annually. To eliminate entry friction, this amount is waived at sign-up and automatically deducted from your first successful closing of the calendar year.

2.2 Auto-Deductions & Late Filing Surcharges

By utilizing our transaction portals, you grant express, irrevocable authorization to the Broker-Owner to deduct outstanding regulatory penalties, expedited handling fees, or progressive document deficiencies directly from your earned split at the closing table before fund disbursement.

2.3 Table Funding & CDA Prerequisites

Commissions are disbursed via Table Funding paths. No Commission Disbursement Authorization (CDA) will be distributed to a closing title insurance firm unless files satisfy the 48-hour upload window and pass complete broker compliance review three to five days prior to closing signatures.

3. Platform Seating Metrics & Resource Allocations

Platform credentials, centralized database allocations, and master licensing routes are structured around independent execution parameters. All software and transactional tiers grant full, unrestricted baseline system access within active annual terms:

A. Birch Solo Software Tier: Permanent Freedom Guarantee

Individual practitioners operating under the standard Solo software configuration maintain uninterrupted workspace continuity with zero ongoing monthly retail subscription assessments:

  • Zero Production Clocks:

    The firm has completely abolished rolling closing windows, active milestones, and production timeline requirements. Solo accounts carry no expiration clocks.

  • Zero Out-of-Pocket Risk:

    There are absolutely no desk fees, hidden junk fees, or quarterly risk-maintenance penalties. If an individual software node records zero closed transaction sides, they owe the firm zero out-of-pocket capital. All core software overhead balances are deferred and settled solely at the closing table from active transaction proceeds.

B. Enterprise & Canopy Software Seating Matrix

Multi-user team clusters utilizing our proprietary AI CRM and SmartClose™ suite operate under specialized collective capacity bounds:

  • Baseline Workspace Limits:

    Platform seating structures remain natively active across all provisioned slots—supporting up to five (5) allocated team seats for Canopy and up to ten (10) active team seats for Enterprise.

  • Private Mega-Team Expansion:

    Enterprise units expanding beyond the standard ten-seat boundary are scaled seamlessly via the database. Each additional user seat past slot ten (10) adds an incremental $150 to the team's annual deferred ledger, which remains completely deferred to that specific agent's initial closing side.

C. Independence Framework Rules & Company Lead Integration

For established solo practitioners and production teams utilizing outside technical stacks who demand an uncompromised path to 100% commissions, the firm applies the following capping and corporate tracking parameters:

  • Birch Independence Solo:

    Operates at a deferred annual base fee of $600 (collected on the first closing). Features an 85/15 commission split structure that transitions instantly to a 100% split path the moment a strict $8,500 annual brokerage company cap is satisfied.

  • Birch Independence Team Base Limit:

    Operates at a deferred team annual base fee of $1,200 (collected on the team's first closing). Features a collective 90/10 commission split structure that transitions instantly to a 100% split path the moment a unified $15,000 baseline team cap is satisfied across a baseline roster of up to ten (10) active seats.

  • Dynamic Insurance Cap Scaling:

    To safely expand an external Independence Team past ten members, the aggregate corporate retention cap scales dynamically at a rate of +$1,000 for each additional active roster seat beyond slot ten (10).

  • Universal Company Lead Interaction:

    When processing a company-sourced asset node, the 40% Company Lead Split is programmatically appended as a distinct referral line item across both capped and uncapped states. For Independence tiers, the standard 15% or 10% tier split continues to route toward the annual corporate cap threshold, while the 40% referral split is retained independently by the firm.

  • Post-Cap Risk Fee Execution:

    For both Birch Independence Solo and Team Independence models, once the designated annual cap threshold is met, all subsequent self-sourced transactions for the remainder of the calendar year are assessed only a flat $50 E&O risk fee per closing file at the settlement table.

4. Ironclad Escrow Restrictions

To totally insulate corporate shells from professional negligence disputes, Birch & Co. enforces a strict **Zero-Escrow Mandate**.

The brokerage does not open, manage, or provide accounting loops for an internal escrow bank block. Affiliated entities are completely outlawed from holding, checking, or routing consumer earnest money binders or cash payments. All client funds must move directly to an independent, neutral outside title company or legal closing office named in the purchase covenant.

5. Corporate Systems & Intellectual Property

The system code structures, web layouts, dynamic tracking panels, custom asset folders, and software tools deployed under the **Birch & Co. CRM** or **Birch Intelligence** parameters represent premium proprietary corporate property. Any unapproved distribution, structural copying, parsing, or reverse engineering of backend components constitutes an immediate violation and grounds for legal recourse.

6. Indemnification & Jurisdiction

If civil litigation or regulatory regulatory investigations are brought against Birch & Co. Brokerage, LLC due to an agent's failure to respect Policy Manual parameters, unapproved document manipulations, or deceptive trade practices, that agent shall remain completely responsible for all damages, civil rewards, and defense costs incurred by the company.

These terms are governed strictly by the laws of Florida, USA. Any legal proceedings arising from platform use are restricted to the exclusive jurisdiction of the court systems in Florida.

7. Institutional Adjustments & Communications

The Broker-Owner reserves the unilateral right to amend, adjust, or completely swap these Terms of Service parameters at any moment to align with evolving DBPR criteria, state law updates, and network performance needs.

For legal inquiries or structural data updates, reach out directly to:

Email: compliance@birchandcobrokerage.com