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.