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Centre of Excellence (CoE) - Legal Positioning Summary – Independent Membership Model

1. Purpose of This Document

This document sets out the legal positioning of the Centre of Excellence (CoE) membership model and explains how the model is structured to avoid the creation of any employment, agency, or partnership relationships under Zimbabwean law.

The intent is to demonstrate that CoE operates a membership-based marketplace for independent professionals and does not engage members as employees or workers.

2. Operating Model Overview

The Centre of Excellence operates as a ticket-based service marketplace.

  • CoE maintains relationships with client organisations requiring technical services.
  • CoE operates a ticketing platform through which service requests are published.
  • Members access the platform through a paid annual membership.
  • Members independently bid for, accept, and complete tickets on a per-engagement basis.
  • No work, income, or continuity is guaranteed.

CoE does not supply labour. It provides market access, vetting, and governance.

All members participate strictly as:

  • Independent, self-employed service providers
  • Registered sole traders or business entities
  • Non-exclusive marketplace participants

Membership does not create any form of: - Employment relationship - Worker relationship - Agency - Partnership - Joint venture

Members remain fully independent economic actors.

4. No Employment Relationship

The CoE model is intentionally structured to avoid the core indicators of employment under the Zimbabwe Labour Act, including:

  • No obligation on CoE to provide work
  • No obligation on members to accept work
  • No fixed working hours or schedules
  • No supervision or managerial control over service execution
  • No salaries, wages, or payroll arrangements
  • No employment benefits, leave, or statutory contributions administered by CoE

All services are performed at the discretion of the member and on a per-ticket basis.

5. Control and Autonomy

Members retain full control over:

  • Whether to participate in any ticket
  • How services are delivered
  • The tools, methods, and working hours used to complete services

CoE's role is limited to: - Publishing tickets - Facilitating secure access where required - Defining outcome-based service requirements - Enforcing marketplace standards to protect client outcomes

CoE does not direct or manage day-to-day service delivery.

6. Payment Structure

Payments are structured to reinforce independence:

  • Members are compensated per completed ticket or engagement
  • Payments are not salaries, wages, or regular remuneration
  • Members invoice for services rendered or submit equivalent payment requests
  • No guaranteed minimum earnings exist

Members bear full responsibility for: - Income tax - VAT (where applicable) - NSSA and other statutory obligations

7. Ratings and Marketplace Governance

CoE operates a reputation-based marketplace system:

  • Client feedback and ticket completion history are recorded
  • Ratings exist solely to inform future marketplace participation
  • Ratings do not constitute performance appraisals or disciplinary actions

Where service standards are not met, CoE may: - Limit access to certain tickets - Suspend marketplace access - Require requalification or re-vetting

Such actions are taken to protect marketplace integrity and do not imply employment control.

8. Training and Skill Validation

CoE may offer optional training, certification, and skill validation programs.

Participation in training: - Is voluntary - Does not guarantee work - Does not create an employment relationship - Does not imply ongoing engagement

Training is positioned as professional development for independent practitioners.

9. Tools, Monitoring, and Security

Where client security requires the use of controlled access tools (e.g. remote access or audit logging):

  • Tools are provided solely for security, compliance, and audit purposes
  • Usage does not constitute supervision or managerial control
  • Members remain responsible for service outcomes

10. Third-Party Services

CoE may introduce members to independent third-party service providers (e.g. accounting or tax professionals).

  • Any engagement is directly between the member and the third party
  • CoE does not provide, manage, or administer statutory compliance services
  • Such introductions do not create agency or employment relationships

11. Right to Work Elsewhere

Members are expressly free to:

  • Provide services to other clients
  • Participate in other platforms or marketplaces
  • Operate competing businesses

No exclusivity applies.

12. Risk Management and Compliance

The CoE model is designed with a substance-over-form approach:

  • Contractual language aligns with operational reality
  • Independence is reflected in both documentation and practice
  • Regular re-confirmation of self-employed status may be required

This structure is intended to be defensible under Zimbabwean labour, tax, and corporate law.

13. Conclusion

The Centre of Excellence operates as a membership-based professional marketplace, not an employer.

All members participate as independent economic actors who: - Control their own work - Bear their own risks - Manage their own statutory obligations

This positioning is deliberate and fundamental to the CoE governance model.