Supplier Agreement

Effective date: 2026-05-08 (v0.1) Provider: Raveno Pty Ltd · ABN 17 697 807 239

This Supplier Agreement applies in addition to our Terms of Service and governs the supplier side of the Raveno marketplace — content creators (designers, photographers, video producers, copywriters) and technical suppliers (developers, integration specialists). By using Raveno as a supplier you agree to this Agreement.

1. Delivery liability

You — the supplier — are responsible for the timely, complete, and good-faith delivery of work to the agreed scope of every quote you send and a merchant accepts. Specifically:

• You carry delivery liability, not Raveno. Raveno facilitates the marketplace and provides the rails; the contract for delivered work is between you and the merchant.
• The in-platform messaging thread, including all quote text, message exchanges, file attachments, and delivery records, is the contractually-binding record of scope, funding, delivery, and acceptance.
• If you fail to deliver work that substantially matches the agreed scope, the merchant has rights to refund or dispute under our Refunds & disputes policy.
• If a merchant chargeback is attributable to your non-delivery, the chargeback is your responsibility — recoverable from your pending payouts or, where insufficient, from future earnings under §6 below.

2. Onboarding and eligibility

To send quotes and receive payouts on Raveno you must:

• Be invited by an existing Raveno merchant via referral link (we do not run open self-serve supplier signup).
• Pass our admin review of portfolio and prior-work history.
• Complete Stripe Connect Express onboarding, including the KYC checks Stripe requires.
• Maintain charges_enabled = true and payouts_enabled = true on your Stripe Connect account; the "Send quote" capability is gated on this.
• Comply with our Acceptable Use Policy.

3. Intellectual property of delivered work

On payout release for a project — whether by merchant approval or auto-release — full title to, and exclusive commercial rights in, the delivered work transfer to the merchant. You assign to the merchant, free and clear of all third-party encumbrances:

• All rights, title, and interest in and to the delivered work.
• All copyright and other intellectual property rights subsisting in the delivered work, in all media and formats, in perpetuity, worldwide.
• The merchant's right to modify, sublicense, and create derivative works.

You retain only:

• The right to display the delivered work in your portfolio with merchant attribution, unless the quote or chat thread expressly says otherwise.
• Rights you held in pre-existing materials you incorporate into the delivered work, provided you have granted the merchant a worldwide, royalty-free, perpetual licence to use those pre-existing materials as part of the delivered work.

If a project is refunded in full, IP rights revert to you. If a project is partially refunded (admin discretion only — the standard release model is atomic), IP transfers to the merchant in proportion as agreed in the admin resolution.

You warrant that any delivered work is yours to deliver, does not infringe any third-party right, and is free of any encumbrance you have not disclosed.

4. AI disclosure

You must disclose, in the chat thread, any material use of AI-generated content in the delivered work. Failure to disclose may constitute non-delivery under our AUP §2.3; the merchant has the right to a refund where AI use was material and undisclosed.

"Material use" includes any generation that constitutes a substantial part of the delivered work. Routine tooling assistance (autocomplete, grammar tools, palette generators) is not material.

5. Payout timing

• On release, Raveno creates a Stripe Transfer from its platform balance to your Stripe Connect account, with the platform fee deducted (currently 5% all-in).
• Stripe's payout schedule then applies from your Connect account to your bank account. You can configure that schedule from your Stripe Express dashboard.
• Currency: The Transfer is in the project's quoted currency (the merchant's default_currency; AUD by default). Where your Stripe Connect account is in a different currency, Stripe handles the FX on the transfer leg, applying their published rate.
• Holds. Raveno may extend payout holds beyond the 14-day window for risk review, including for high-value first transactions, suspicious dispute patterns, KYC re-verification triggers from Stripe's account.updated webhook, or as required by law.

6. Chargeback and supplier debt

You acknowledge that Raveno is the merchant of record on the card charge under its Stripe Connect platform agreement, and that Raveno carries chargeback exposure during the escrow window. Where a chargeback or refund occurs after a Transfer to you has already happened (typically because of a card-network chargeback that succeeds against Raveno):

• Raveno may issue a Transfer Reversal against your Stripe Connect account, debiting your Stripe Express balance.
• Where your balance is insufficient, Raveno may capture the outstanding amount from your future earnings via a supplier-debt mechanism — funds from your subsequent Transfers will be diverted to the debt until cleared.
• Where future earnings are unavailable or insufficient, Raveno may pursue the debt under applicable Australian debt-recovery law.

You agree this mechanism is fair, reasonable, and necessary for the marketplace to function.

7. Off-platform circumvention

You agree not to solicit any merchant introduced to you via Raveno to transact off-platform during the engagement, and for 12 months after the project's last touch in the chat thread, in order to avoid the platform fee. This restriction does not prevent ongoing direct relationships that pre-existed Raveno or that develop wholly outside the Platform.

Breach of this restriction is a material breach and may result in account termination, fee recovery, and (where the breach causes loss) damages.

8. Confidentiality of merchant data

Where a merchant shares behavioural data about their shoppers with you as part of a brief, you are bound by the following obligations:

• Confidentiality of the data.
• Purpose-limitation: use the data only to execute the agreed scope; do not use it for any other purpose.
• Deletion: delete the data on completion of the engagement, or on the merchant's earlier request.
• No onward disclosure to third parties without the merchant's written consent in the chat thread.

9. Independent contractor

You are an independent contractor. You are responsible for your own taxes, superannuation, insurance, and any other obligations to government or third parties arising from your supply of services through the marketplace. Nothing in this Agreement creates an employment, partnership, agency, or joint-venture relationship between you and Raveno or between you and any merchant.

10. Suspension and termination

Raveno may suspend or terminate your supplier access for breach of these Terms, the AUP, or this Agreement, including (without limitation): non-delivery patterns, fraud, chargeback patterns, undisclosed AI delivery, off-platform circumvention, or failure to maintain Stripe Connect KYC.

You may terminate your participation at any time by emailing hello@raveno.ai. In-flight projects continue to govern under our Refunds & disputes policy.

11. Sub-contracting

You may not subcontract a brief — in whole or in part — to a third party without the merchant's written agreement, recorded in the chat thread. Where you do subcontract with merchant agreement, you remain responsible to the merchant for delivery, IP transfer, AI disclosure, and confidentiality.

12. Contact

hello@raveno.ai. Subject [SUPPLIER] for supplier-specific issues.