3. Transaction Model

Transaction Model

The WillDom ecosystem operates through two primary types of platform transactions, depending on the nature of the engagement:

• Talent Transactions (Staffing Model)
• Solution Transactions (Transformation / Solution Model)

Each transaction type follows a different economic structure, reflecting the different sources of value creation.

1. Talent Transactions (Staffing Model)

Talent transactions occur when a client requires specific technical talent to augment their team.

In this model, value is created primarily through:

• access to the client relationship
• access to qualified technical talent

Because both elements are essential to the transaction, the economic value is shared equally between the two contributors.

Transaction Flow

Client Opportunity
↓
Client Owner
↓
Talent Provider
↓
Talent Assignment
↓
Revenue Generation

Economic Distribution

In staffing transactions, the margin generated by the engagement is divided equally between the two parties responsible for making the transaction possible.

Margin Distribution

• 50% — Client Owner
  The ecosystem participant who originated or manages the client relationship.
• 50% — Talent Provider
  The ecosystem participant who provides the talent assigned to the project.

The distribution is calculated based on the gross margin generated by the assignment.

This model incentivizes collaboration between participants who bring market access and those who contribute technical capacity.

Gross Margin & Semaphore

• Semaphore
  🟢 Gross Margin ≥ 35%
  🟡 Gross Margin ≥ 30%
  🔴 Gross Margin < 30%

• Candidate Introduction Review Process
  Gross Margin 🟢 You can move ahead with the introduction.
  Gross Margin 🟡 At least One Branch Managing Director of each party involved in the business should be involved to help with the risk analysis and negotiation.
  Gross Margin 🔴 It’s important to avoid having business in the Red. At least one Branch Managing Director of each party involved in the business has to sign off (email message with confirmation) on these cases.
  Note: An expected minimum gross contribution of $1,500 is also needed to green-light each introduction.

Gross Margin Calculation

Definitions

• Sales Rate: The rate the client pays to WillDom
• Developer Cost: The rate the developer charges WillDom
• Developer Referral Program (DRP) Cost: The hourly rate for the external talent team (if any)
• Client Referral Program (CRP) Cost: The margin the External Business Associate gets from the business (if any)

Gross Margin = (Sale Rate – (Developer Rate + External Talent Rate)) / Sale Rate
Example
Sales Rate: $65
Developer Cost: $35
DRP Rate: $2
Gross Margin = (65 – (35 + 2)) / 65 = (65 – 37) / 65 = 28 / 65 = 0.4307 = 43.07%

Considerations
The split done with another Branch is not considered a cost for this calculation.
The External Business Associate Margin is not considered for the semaphore calculation.
However, that cost is deducted from the remaining profit before splitting 50%/50% (if two branches are involved in the SOW).
This person gets his share after the client pays, and there’s no financial risk on
WillDom’s end. The Developers and External Talent situation is different since
WillDom is responsible for those payments, which are made before the client pays for
the services provided.
The Business Associate Margin can be calculated based on the formulas in the Client Referral Program (CRP)

2. Solution Transactions (Transformation / Solutions Model)

Solution transactions occur when the ecosystem delivers a structured transformation initiative or technology solution.

In this model, value creation includes an additional component: solution design and technical leadership.

This means the economic structure must recognize three sources of value:

1. the client relationship
2. the delivery capacity
3. the intellectual leadership behind the solution

Transaction Flow

Client Opportunity
↓
Solution Design
↓
Technical Leadership
↓
Solution Delivery
↓
Revenue Distribution

Economic Distribution

Solution transactions are distributed in two steps.

Step 1 — Solution Leadership Participation

Before the revenue split, 20% of the gross margin is allocated to the ecosystem participant responsible for the solution know-how and technical leadership.

This role includes:

• defining the technical architecture
• leading the solution design
• ensuring technical quality during delivery
• providing strategic guidance to the project

This participant is typically the solution owner or vertical leader.

Step 2 — Remaining Margin Distribution

After the know-how participation is allocated, the remaining gross margin is divided equally between:

• The participant who originated the client opportunity
• The participant providing the delivery capacity

Final Economic Structure

Gross Margin
↓
20% → Solution Know-How Owner
Remaining 80%
↓
40% → Client Owner
40% → Delivery Capacity Provider

All distributions are calculated based on the project’s gross margin, ensuring alignment between value creation and economic participation.

Gross Margin & Semaphore

• Semaphore
  🟢 Gross Margin ≥ 35%
  🟡 Gross Margin ≥ 30%
  🔴 Gross Margin < 30%

• Proposal Presentation Review Process follows the same indication as the Candidate Introduction Review Process for Staffing

• Gross Margin Calculation and Considerations follow the Staffing indications

Why This Model Works

This structure aligns incentives across the ecosystem by recognizing the three core drivers of value creation:

1. Client Access
   Relationships and market access that generate opportunities.
2. Delivery Capacity
   The teams and technical capabilities required to execute the work.
3. Solution Know-How
   The intellectual frameworks, technical leadership, and expertise required to design and guide complex transformation initiatives.

By recognizing these contributions explicitly, the WillDom platform encourages participants to collaborate in generating opportunities, building solutions, and delivering transformational outcomes.

Risks

The WillDom platform operates under a clear principle: risk follows ownership. Each participant bears the risks associated with the dimension of value they control.

Labor Risk

The ecosystem participant responsible for providing the talent assigned to an engagement assumes full responsibility for all labor-related risks arising from that relationship. This includes, but is not limited to, employee claims, severance obligations, social security contributions, and any applicable taxes associated with the talent under their management.

This allocation reflects the fact that the talent provider controls the employment structure, the compensation terms, and the compliance obligations that govern their team.

Commercial Risk

The ecosystem participant who owns the client relationship assumes full responsibility for all commercial risks arising from that engagement. This includes, but is not limited to, bad debt, payment defaults, client disputes, and any litigation initiated by or against the client in connection with the services rendered.

This allocation reflects the fact that the client owner controls the commercial relationship, the contractual terms negotiated with the client, and the ongoing account management that determines payment behavior and dispute resolution.

This structure ensures that each participant has a direct incentive to manage the risks within their sphere of control, reinforcing the accountability that underpins sustainable collaboration across the ecosystem.

Working Capital

Payment Terms

The recommended payment term for services rendered is 30 days from the last day of the month in which the services were provided. This standard applies to inter-party settlements across the ecosystem and is intended to create predictability in cash flow planning for all participants.

Operational Funding Responsibility

Each participant is responsible for securing the financial resources necessary to sustain their own operations. This includes, but is not limited to, payroll and contractor payments, working equipment, office and infrastructure costs, and tax obligations.

No participant may rely on another party’s resources to fund their operational obligations. The platform model is built on the assumption that each ecosystem participant operates as a financially independent entity, capable of honoring its commitments regardless of the timing of client collections.

This principle protects the integrity of the ecosystem and ensures that operational dependencies do not create cascading financial exposure across participants.