Welcome to N5 Network (“N5”). 
N5 operates an online network that links businesses and organisations seeking digital media, marketing and data expertise (Clients) with independent contractors, agencies, founders and other service providers (Contractors) to collaborate on long and short-term projects (the Network). 
The Network operates as a two-sided marketplace platform, facilitating connections and engagements between Clients and Contractors. Except where expressly stated, N5 is not a party to the contract between Clients and Contractors and does not control or supervise the Services provided by Contractors. 
These terms govern:

• your access to and use of the Network;

• engagements facilitated and Services supplied through the Network; and

• the rights and obligations of Users of the platform. 

By accessing or using the Network, you agree to be bound by these terms.

TERMS AND CONDITIONS
PART A – PLATFORM TERMS (APPLY TO ALL USERS)

1. ROLE OF N5

   1. N5 Network Pty Ltd (ACN 88 655 510 044) (N5) operates the Network as a technology platform that enables Clients and Contractors to discover, connect and enter into engagements with each other.

   2. Except where N5 expressly agrees in writing to provide Services directly to a Client, N5 acts solely as a facilitator of connections and engagements between Users.

   3. Engagements facilitated through the Network are entered into directly between the Client and the relevant Contractor(s).

   4. Except where expressly stated, N5:

      1. does not employ Contractors;

      2. does not supervise, control or direct the Services performed by Contractors; and

      3. is not responsible for the quality, timing, legality or outcome of Services provided by Contractors.

Clients and Contractors acknowledge that N5’s role is limited to providing the platform infrastructure through which engagements may be formed.

2. ACCOUNT REGISTRATION 

   1. To access the Network, you must create a user account (Account). 

   2. By registering an Account, you enter into a binding agreement with N5 Network Pty Ltd (ACN 88 655 510 044).

   3. You must not use the Network if:

      1. you are under the age of 18 years old and do not have your parent or guardian’s consent;

      2. Your account has previously been suspended or terminated; or

      3. You are prohibited from using the Network under applicable law.  

   4. During registration, you must provide accurate and complete information, including:

      1. name and contact details;

      2. preferred username;

      3. a secure password;

      4. postal and physical addresses;

      5. billing and payment details – including bank account information;

      6. business information; and

      7. any other information requested by N5. 

   5. You warrant that any information you give to N5 in the course of completing the Account registration process is accurate, current and complete.  This includes any information provided by Contractors in relation to their qualifications, skills and experience relating to Services. You indemnify N5 for any claims arising out of false, incomplete or misleading information. 

   6. N5 may accept or reject any Account registration in its absolute discretion.

3. THE NETWORK PLATFORM

   1. 3.1 PLATFORM USER TYPES AND PLANS

      1. The Network is accessible to three types of users:

         1. Clients (businesses seeking to engage services);

         2. Individuals (freelancers and independent contractors offering services in their own name); and

         3. Partners (agencies and other entities delivering work as a team). 

      2. Individuals and Partners are together referred to in these terms as Contractors. 
         

      3. Each user type may access free or paid subscription plans as described in the table below and on the Pricing page at https://n5.network/pricing.

4. The following terms apply depending on which role a User occupies on the platform. 

• If you are a Client, see Part B. 

• If you are an Individual or Partner (Contractor), see Part C. 

• Part A applies to all Users.

1. 3.2 MARKETPLACE PLATFORM

   1. The Network operates a marketplace platform which enables:

      1. Clients to discover and engage Contractors; and

      2. Contractors to offer Services to Clients.

   2. N5 provides technology infrastructure, discovery tools and payment facilitation but does not supervise or control the Services provided by Contractors.

2. 3.3 PROJECT ENGAGEMENTS

   1. Clients may:

      1. create project opportunities;

      2. invite Contractors to participate;

      3. assemble project teams or “Squads”; or

      4. engage Contractors individually.

   2. Contractors may, at their sole discretion, accept invitations or participate in engagements through the platform.

   3. When a Client and Contractor agree to proceed with an engagement, the scope, deliverables and commercial terms may be documented through:

      1. the platform interface;

      2. a project proposal; or

      3. an order form,

(each, an Engagement).

4. 3.4 SQUAD ENGAGEMENT MODELS

   1. Projects facilitated through the Network may involve one or more Contractors working together as a team or group (a Squad) to deliver Services to a Client.

   2. The Network may support different types of Squad engagement models, which may include (without limitation) Consult, Build, Run and Innovate squads. These Squad types represent different commercial structures through which Services may be delivered, such as time-based consulting engagements, fixed-price project delivery, ongoing service retainers, or performance-based or incentive arrangements.

   3. The specific features, inclusions, pricing structures and subscription plans associated with each Squad type are described on the Pricing page of the Network, available at https://n5.network/pricing, as updated by N5 from time to time. By using the Network, Users acknowledge that those descriptions form part of the commercial framework of engagements facilitated through the platform.

   4. Depending on the Squad type and subscription plan selected, engagements facilitated through the Network may include features such as:

      1. the ability for Clients to assemble multiple Contractors into a team;

      2. time-based, milestone-based or retainer-based engagement structures;

      3. project collaboration or communication tools;

      4. platform-facilitated payments; and

      5. other functionality or benefits described on the Network.

   5. Except where expressly stated, N5 does not coordinate, manage or supervise Squad engagements and is not responsible for project management, task allocation, quality assurance, or the performance of Services by Contractors participating in a Squad.

   6. N5 does not guarantee the availability, suitability or performance of any Contractor participating in a Squad. Clients remain responsible for assessing the suitability of Contractors and managing the delivery of Services.

   7. Except where N5 acts as the principal contractor for a project, N5’s role is limited to facilitating the connection and engagement between Clients and Contractors through the platform.

   8. Clients and Contractors are solely responsible for agreeing the terms of each engagement, including:

      1. the scope of Services and responsibilities of each participant in the Squad;

      2. the deliverables or outcomes expected from the engagement;

      3. project timelines and milestones;

      4. acceptance criteria or approval processes; and

      5. the compensation structure, including fees, milestone payments, or other agreed incentives.

   9. Where an engagement involves multiple Contractors participating in a Squad, each Contractor is responsible for the Services they provide unless otherwise agreed between the parties.

4. PM ASSIST MODEL

   1. In certain circumstances, N5 may provide services directly to a Client through the Network (PM Assist Model).

   2. Under the PM Assist Model:

      1. N5 acts as the primary service provider to the Client; and

      2. N5 may engage one or more Contractors as subcontractors to assist in delivering the relevant services.

   3. Contractors engaged under the PM Assist Model remain independent contractors and are not employees, partners or agents of N5.

   4. The terms governing the services, deliverables, scope of work and payment arrangements for PM Assist engagements may be agreed between N5 and the relevant Client and Contractors.

   5. Except where N5 is acting under the PM Assist Model, N5’s role is limited to operating the Network and facilitating engagements between Clients and Contractors.

5. VERIFICATION OF USERS

   1. N5 may, but is not obliged to, perform limited verification or screening processes in relation to Users of the Network.

   2. These processes may include reviewing information provided by Users such as qualifications, experience, references, portfolio materials or other profile information.

   3. Any verification or screening conducted by N5 is undertaken for platform administration purposes only and does not constitute an endorsement, recommendation or guarantee of any User.

   4. Users remain solely responsible for assessing the suitability, qualifications and reliability of other Users before entering into any engagement through the Network.

   5. To the maximum extent permitted by law, N5 makes no representation or warranty regarding the accuracy, completeness or reliability of any information provided by Users.

6. PLATFORM PAYMENTS

   1. 6.1 Payment facilitation

      1. The Network may facilitate payments between Clients and Contractors.

      2. Clients may be required to deposit funds with N5 through the platform (Platform Wallet). These funds may be held temporarily to facilitate payment to Contractors.

   2. 6.2 Release of payments

   Payments may be released to Contractors:

   1. upon milestone completion;

   2. upon acceptance of deliverables;

   3. upon approval of timesheets; or

   4. after the expiry of any dispute period.

   3. 6.3 Timesheets

   1. Where engagements are based on hourly services:

   1. Contractors may submit timesheets through the platform.

   2. Clients must review and approve or dispute timesheets within the specified period.

   2. If no response is received within that period, timesheets may be deemed approved and payment will be released.

7. 6.4 Payment disputes

1. If a dispute arises between a Client and a Contractor in relation to a payment, milestone, deliverable, timesheet or invoice under an Engagement (Payment Dispute), the Client and Contractor must first use reasonable efforts to resolve the Payment Dispute directly between themselves.

2. During a Payment Dispute, N5 may temporarily suspend or hold the release of any relevant funds processed through the Network until the parties notify N5 that the Payment Dispute has been resolved.

3. At its discretion, N5 may assist the parties to facilitate discussions or negotiations in an attempt to resolve the Payment Dispute in good faith.

4. N5 does not determine the outcome of Payment Disputes and is not responsible for resolving disputes between Clients and Contractors.

5. If the parties are unable to resolve the Payment Dispute, they remain responsible for resolving the dispute between themselves, including through negotiation, mediation, arbitration or court proceedings as they consider appropriate.

7. DISPUTES BETWEEN USERS

   1. If any issue or problem relating to the Network or an Engagement remains unresolved after directing a complaint to a relevant User, or if the complaint does not relate to another User, you must report the issue to N5 via the Network or by contacting N5. 

   2. N5 may, in its discretion, review the complaint and attempt to assist the parties to resolve the dispute. 

   3. Where a dispute arises between Users in relation to an Engagement, N5 may temporarily hold any funds processed through the Network until the dispute is resolved. 

   4. N5 may facilitate discussions between the parties in an attempt to resolve the dispute, but N5 does not determine the outcome of disputes between Users.

   5. Any costs you incur in relation to a complaint or dispute will be your responsibility.

If you have a dispute with N5, you agree to first notify us and attempt to resolve the dispute through good-faith discussions before commencing any legal proceedings.  

8. SERVICE COSTS & N5 FEES 

   1. Viewing the Network and creating and maintaining an Account is free.

   2. N5 may charge fees in connection with the use of the Network and engagements facilitated through the platform (N5 Fees).

   3. N5 Fees may be payable by Clients, Contractors, or both, depending on the type of engagement, Squad structure, subscription plan or other services used through the Network.

   4. N5 Fees may include, without limitation:

      1. platform service or facilitation fees;

      2. booking or transaction fees;

      3. commission deducted from payments made to Contractors;

      4. subscription or membership fees for access to certain platform features or plans; and

      5. recruitment or conversion fees where a Client engages a Contractor outside the Network following an introduction through the platform.

   5. The applicable N5 Fees, pricing structures, subscription tiers and any other charges are described on the Pricing page of the Network, available at https://n5.network/pricing, as updated by N5 from time to time.

   6. Users acknowledge that the Pricing page forms part of the commercial framework governing use of the Network and engagements facilitated through the platform.

   7. Where applicable, the Network will display relevant N5 Fees to Users during the process of creating, accepting or completing an engagement so that Users have an opportunity to review those fees before committing to the engagement.

   8. N5 may deduct applicable N5 Fees from payments processed through the Network or charge such fees directly to the payment method associated with a User’s Account.

   9. N5 may update or vary N5 Fees from time to time by updating the Pricing page on the Network. Updated N5 Fees will apply to engagements entered into after the updated pricing is published on the Network.

   10. Unless otherwise stated on the Network or agreed between the parties, all N5 Fees are non-refundable.

9. SUBSCRIPTION PLANS 

   1. The Network may offer different subscription plans for Users, including free membership tiers and premium subscription plans.

   2. The features, inclusions, benefits and pricing associated with each subscription plan are described on the Pricing page of the Network, available at https://n5.network/pricing, as updated from time to time.

   3. Premium subscription plans may provide additional functionality or benefits, which may include reduced platform fees, enhanced profile visibility, additional collaboration tools or the ability to create teams, squads or digital collaborators.

   4. Subscription fees may be charged on a recurring basis (for example monthly) using the payment method associated with the User’s Account and may be processed through third-party payment providers such as Stripe.

   5. Unless otherwise stated on the Network, subscriptions may be cancelled by providing at least 14 days’ notice prior to the next billing cycle.

10. ENGAGEMENT CHANGES & REFUNDS

    1. A Client or Contractor may request to cancel or modify an Engagement through the Network.

    2. Where an Engagement is cancelled prior to the commencement of Services, any applicable refunds will be processed in accordance with the policies described on the Network.

    3. Where a Client believes that Services have not been performed in accordance with the agreed requirements, the Client may submit a complaint to the Contractor and notify N5.

    4. N5 may assist the parties to resolve the issue but does not determine the outcome of disputes between Users.

    5. Nothing in this clause limits any rights a Client may have under applicable law, including the Australian Consumer Law.

    6. If N5 determines, in its discretion, that a Contractor has failed to meet acceptable standards of participation in the Network, N5 may suspend or terminate that Contractor’s Account.

11. RESTRICTION ON BYPASSING

    1. Users must communicate with each other through the Network in relation to potential Engagements unless otherwise permitted by N5. 

    2. Users must not, either directly or indirectly, solicit or attempt to solicit, engage or conduct any business with another User outside the Network where the purpose of doing so is to avoid payment of applicable Platform Fees. 

    3. This provision applies whether or not either of the Users continues to maintain an active Account on the Network.

N5 may, in its absolute discretion, suspend or terminate a User’s Account if it reasonably believes that the User has breached this clause.

12. RECRUITMENT & OFF-PLATFORM ENGAGEMENTS 

    1. Subject to this clause 12, the Client must not, and must not attempt to, recruit, employ, solicit or otherwise engage any Contractor that the Client comes into contact with through the Network, other than through the Network or an Engagement facilitated through the Network. 

    2. If the Client wishes to recruit or otherwise engage a Contractor outside of the Network, the Client must notify N5. 

    3. N5 will consider the request, and in its discretion: 

       1. accept the request, subject to the Client agreeing to pay any applicable recruitment or conversion fee; or

       2. reject the request, giving reasons. 

    4. If N5 approves a recruitment request, the Client may only proceed with the recruitment or engagement on the terms agreed with N5, including payment of the applicable recruitment or conversion fee to N5. 

    5. If N5 rejects a recruitment request, the Client must not proceed with the recruitment and clause 12(a) will continue to apply to the Client and the relevant Contractor. 

    6. Details of any applicable recruitment or conversion fees may be published on the Network, including on the Pricing page, as updated from time to time.

    7. The recruitment or conversion fee applies regardless of whether the Client engages the Contractor directly or indirectly, including through a third party, related entity, or any other arrangement that has the effect of circumventing the obligations in this clause 12. The applicable fee will be payable even if the Client attempts to avoid it by interposing a third party or otherwise structuring the engagement outside of the Network.

13. USER OBLIGATIONS

As a User of the Network, you agree:

1. not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment;

2. not to use the Network for any purpose that is unlawful, fraudulent or misleading;

3. not to share your Account with any other person and that any use of your Account by any other person is strictly prohibited. You must immediately notify N5 of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Network’s security;

4. to ensure that any information provided through the Network is accurate, complete and not misleading;

5. not to interfere with or disrupt the operation or security of the Network;

6. not to use the Network for any purpose other than for the purpose of making arrangements to provide or receive Services, including:

   1. you must not use the Network in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job or a Flight which includes illegal Services, activities or purposes); and

   2. you must not use the Network in connection with any commercial or money making or other promotional or marketing endeavours except those that are endorsed herein, or as approved in writing by N5; 

7. not to act in any way that may harm the reputation of N5 or associated or interested parties or do anything at all contrary to the interests of N5 or the Network; 

8. not to attempt to circumvent the Network or engage other Users outside the Network for the purpose of avoiding the payment of Platform Fees;

9. not to make any automated use of the Network and you must not copy, reproduce, translate, adapt, vary or modify the Network without the express written consent of N5; 

10. that N5 may change any features of the Network or Services offered through the Network at any time without notice to you;

11. that information given to you through the Network, by N5 or another User including a Contractor, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and

12. that N5 may cancel your account at any time, including if it considers, in its absolute discretion, that you are in breach or are likely to breach this clause 13.

Users must comply with all applicable laws when using the Network.

14. REVIEWS 

    1. Users may provide reviews or feedback about other Users following completion of an Engagement (Reviews).  

    2. Reviews of a User can be viewed by any User and will remain viewable until the relevant User’s Account is removed or terminated.

    3. Reviews must be honest, accurate, and based on a genuine experience. 

    4. Users must not post reviews that are false, misleading, defamatory or otherwise inappropriate.

    5. If N5 considers that a Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review. However, we do not undertake to review each Review made by a User.

    6. To the maximum extent permitted by law, we are not responsible for the content of any Reviews.

    7. Users are encouraged to be specific and factual in their Reviews. If a User has been offered an incentive by another User to write a Review, that incentive should be included in the Review. 

15. INTELLECTUAL PROPERTY & DELIVERABLES 

    1. An Engagement facilitated through the Network may include the Contractor preparing reports, graphs, briefs, presentations, designs and other deliverables for the Client (Deliverables). 

    2. The Client is responsible for ensuring that it notifies the Contractor, prior to the commencement of the Services, of any changes to the Deliverables requirements. 

    3. Once the Services have commenced, the Contractor is not required to accept any changes to the Deliverables requirements unless otherwise agreed between the parties.

    4. Unless otherwise agreed between the Client and Contractor, ownership of the Deliverables, including all Intellectual Property Rights arising in the Deliverables, will vest in the Client upon payment of the agreed fees for the relevant Services. The Client grants the Contractor and N5 an irrevocable, perpetual, non-exclusive, worldwide licence to use, adapt, modify and distribute the Deliverables (including the right to sublicense) for the respective purposes of administering and operating the Network, and facilitating or improving the delivery of the Services through the Network. For the avoidance of doubt, N5’s licence does not extend to using the Deliverables for marketing or promotional purposes without the prior written consent of the Client.

    5. Contractors retain ownership of any intellectual property that existed prior to the Engagement or that is developed independently of the Services provided through the Network.

16. AI AGENTS AND DIGITAL CONTRIBUTORS

    1. The Network may allow Contractors to use automated tools, artificial intelligence agents or other digital collaborators as part of the Services they provide.

    2. Such tools may be made available on a beta or experimental basis.

    3. N5 does not warrant the performance, accuracy or reliability of outputs generated by artificial intelligence tools or automated systems.

    4. Contractors remain responsible for the Services they provide through the Network, including Services involving AI tools.

17. POSTED CONTENT

    1. 17.1 WARRANTIES

       By creating an Account, entering into an Engagement or otherwise posting any requests, questions, information, materials or other content on the Network (Posted Content), you represent and warrant that:

       1. you are authorised to provide the Posted Content (including by being authorised to perform any Services that you represent you provide);

       2. the Posted Content is accurate and true at the time it is provided;

       3. any Posted Content which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;

       4. the Posted Content is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;

       5. the Posted Content is not “passing off” of any Good or service and does not constitute unfair competition; 

       6. the Posted Content does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;

       7. the Posted Content does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Network or any network or system; and

       8. the Posted Content does not breach or infringe any applicable laws.

    2. 17.2 LICENCE

       1. You grant to N5 a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Posted Content for the purposes of operating, promoting and improving the Network.  

       2. You indemnify N5 against all damages, losses, costs and expenses incurred by N5 arising out of any third party claim that your Posted Content infringes any third party’s Intellectual Property Rights.

    3. 17.3 REMOVAL

       1. N5 acts as a passive conduit for the online distribution of Posted Content and has no obligation to screen Posted Content in advance of it being posted. 

       2. N5 may, in its absolute discretion, review and remove any Posted Content at any time without giving any explanation or justification for removing the Posted Content.

       3. You agree that you are responsible for keeping and maintaining copies of your Posted Content.

    4. 17.4 THIRD PARTY CONTENT

       1. The Network may contain text, images, data and other content provided by third parties, including content sourced from third-party integrations, tools or external services (Third Party Content). 

       2. N5 makes no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.

18. SERVICE LIMITATIONS

The Network is made available to Users strictly on an ‘as is’ and ‘as available’ basis. Without limitation, you acknowledge and agree that N5 cannot and does not represent, warrant or guarantee that:

1. the Network will be free from errors or defects;

2. the Network will be accessible at all times;

3. messages sent through the Network will be delivered promptly, or delivered at all;

4. information you receive or supply through the Network will be secure or confidential; or

5. any information provided through the Network is accurate or true.

19. PROTECTION OF INFORMATION 

20. 19.1 CONFIDENTIALITY

    You agree that:

    1. no information owned by N5, including system operations, documents, marketing strategies, staff information and client information or other confidential information relating to the Network, may be disclosed or made available to any third parties without N5’s prior written consent; and

    2. all communications involving the details of other Users on the Network, including Contractors and Clients, are confidential are confidential and must not be distributed nor disclosed to any third party except as required for the purposes of an Engagement or as required by law..

21. 19.2 PRIVACY

    You agree to be bound by the clauses outlined in N5’s Privacy Policy, which can be accessed here https://n5.network/privacy-policy/. 

22. 19.3 RECORDS AND AUDITS

    1. To the extent permitted by law, N5 reserves the right to keep all records of any and all transactions, communications and other activity conducted through the Network between Users (including conversations, user posts, job requests, comments, feedback, cookies, and I.P. address information). 

    2. N5 may retain and produce such records for the purposes of:

       1. administering and operating the Network;

       2. resolving disputes between Users; or

       3. complying with legal or regulatory obligations.

PART B – CLIENT TERMS

20. CLIENT OBLIGATIONS

    1. Clients agree that they will:

       1. provide accurate and complete information regarding projects or Engagements;

       2. review deliverables, milestones and timesheets within the timeframes specified on the Network;

       3. pay all amounts due in connection with an Engagement; and

       4. cooperate with Contractors in good faith to facilitate completion of the Services.

    2. Clients are responsible for determining whether deliverables meet their requirements.

PART C – CONTRACTOR TERMS

21. CONTRACTOR STATUS

    1. Contractors provide services through the Network as independent contractors.

    2. Nothing in this Agreement creates a relationship of employment, partnership, agency or joint venture between N5 and any Contractor.

    3. Contractors are responsible for their own:

       1. tax obligations;

       2. superannuation;

       3. insurance; and

       4. regulatory compliance.

    4. Subject to the terms of the relevant Engagement, Contractors retain control over the manner and method by which they perform the Services. Neither N5 nor the Client directs or controls how the Contractor performs the Services, except to the extent of the scope and deliverables agreed in the Engagement.

    5. A Contractor may, subject to the prior written consent of the Client (not to be unreasonably withheld), delegate or subcontract the performance of all or part of the Services to another suitably qualified person or entity. The Contractor remains responsible to the Client for the performance of the Services and the conduct of any delegate or subcontractor. For the avoidance of doubt, any delegation or subcontracting by a Contractor does not create any relationship between N5 and that delegate or subcontractor.

22. CONTRACTOR WARRANTIES

    1. Contractors warrant that:

       1. they have the necessary skills, qualifications and experience to provide the Services offered through the Network;

       2. Services will be performed with due care and skill and in accordance with the terms of the Engagement;

       3. any timesheets, invoices or other records submitted through the Network are accurate.

    2. Contractors must maintain any required business registrations, including an ABN where applicable.

PART D – LIABILITY AND DISCLAIMER

23. DISCLAIMER

    1. (Security) N5 does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with your use of the Network. You should take your own precautions to ensure that the process you employ to access the Network does not expose you to the risk of viruses, malicious computer code or other forms of interference.

    2. (Marketplace platform) The Network is a platform that facilitates introductions and engagements between Clients and Contractors. Except where expressly stated, N5 acts only as a facilitator of connections between Users and is not the provider of the services offered by Contractors.

    3. (No responsibility for services) N5 is not a party to any contract between Clients and Contractors in relation to services provided through the Network and does not supervise, control or direct the services performed by Contractors.

    4. (Disclaimer of warranties) All express or implied representations and warranties are, to the maximum extent permitted by applicable law, excluded. Where any law (including the Competition and Consumer Act 2010 (Cth)) implies a condition, warranty or guarantee into this agreement which may not lawfully be excluded, then to the maximum extent permitted by applicable law, N5’s liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:

       1. in the case of services, the supply of services again; or

       2. the payment of the cost of having the services supplied again.

    5. (Consequential loss) To the maximum extent permitted by law, N5 will not be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Network, this agreement or their subject matter, or any services provided by any Contractor (except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)).

24. LIMITATION OF LIABILITY

    1. To the maximum extent permitted by law:

       1. N5’s total liability arising out of or in connection with the Network or this Agreement is limited to the total Platform Fees paid to N5 in connection with the relevant Engagement.

       2. N5 is not liable for losses arising from:

1. services provided by Contractors; or

2. disputes between Users.

2. Nothing in this Agreement excludes any rights that cannot be excluded under applicable law, including the Australian Consumer Law.

25. INDEMNITY

Users indemnify N5 and its officers, employees and agents against any loss, damage, liability, claim or expense (including reasonable legal costs) suffered or incurred by N5 arising out of or in connection with:

1. a breach of this Agreement by the User;

2. the User’s misuse of the Network;

3. any services provided or received by the User through the Network; or

4. any content, information or material provided by the User through the Network,

except to the extent that the loss arises from the negligence, fraud or wilful misconduct of N5.

PART E – TERMINATION

26. TERMINATION

    1. N5 reserves the right to suspend or terminate a User’s access to any or all of the Network at any time if the User:

       1. breaches this Agreement;

       2. misuses the Network; or

       3. engages in unlawful conduct.

    2. In the event that a User’s Account, access or membership is terminated, access to the Network will be revoked.

    3. Users may terminate their account at any time using the functionality available on the Network or by notifying N5. 

    4. Where a User has an active Subscription Plan, cancellation of the subscription must be carried out in accordance with clause 9 (Subscription Plans).

    5. Termination of a User’s Account will not affect any accrued rights or obligations of the parties, including any fees payable or engagements entered into prior to termination.

PART F – GENERAL

27. NOTICES

    1. Any notices required to be sent under this agreement must be sent via email using the party’s email addresses most regularly used in connection with this agreement, and the email’s subject heading must refer to this agreement. 

    2. The notice will be considered to be delivered 24 hours after it was sent, unless the sender has reason to believe the email failed to send or was otherwise not delivered or received.

28. GENERAL

    1. 28.1 GOVERNING LAW AND JURISDICTION

       This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

    2. 28.2 WAIVER

       No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

    3. 28.3 SEVERANCE

       Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

    4. 28.4 JOINT AND SEVERAL LIABILITY

       An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

    5. INTERPRETATION

       1. (singular and plural) words in the singular includes the plural (and vice versa);

       2. (gender) words indicating a gender includes the corresponding words of any other gender;

       3. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

       4. (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;

       5. (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

       6. (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;

       7. (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;

       8. (headings) headings and words in bold type are for convenience only and do not affect interpretation;

       9. (includes) the word “includes” and similar words in any form is not a word of limitation; and

       10. (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

29. DEFINITIONS

In this agreement, the following words and phrases have the following meaning:

Term	Meaning
Account	means a User’s unique profile on the Network.
Client	means a User that seeks to obtain Services through the Network.
Contractor	a User that offers Services through the Network, including Individuals (freelancers and independent contractors offering services in their own name) and Partners (agencies and other entities delivering work as a team).
Deliverables	has the meaning given in clause 15(a).
Engagement	Means an agreement between a Client and one or more Contractors for the provision of Services through the Network.
Squad	means a group of Contractors engaged to deliver Services for a Client through the Network.
Intellectual Property Rights	means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in Australia and throughout the world.
N5	N5 Network Pty Ltd (ABN 88 655 510 044)
Network	The online platform operated by N5 at https://n5.network and any related websites or applications.
Services	means the services performed by a Contractor for a Client through the Network under an Engagement, including any work performed as part of a Squad or project facilitated through the Network.
Subscription Plan	Means a membership tier providing access to certain features of the Network.
Users	means any individual or entity that accesses or uses the Network in any capacity, including a Contractor, Client, or any person who registers or maintains an Account on the Network.