PLATFORM TERMS OF SERVICE

Terms of Service

Rylie / Ecom Manager

Ned / Project Lead

$fractional ecommerce coo$

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Jamal / Opperations Lead

Max / CTO

Ben / Senior Developer

Benj / Digital Designer

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INTRODUCTION

Fractionus provides the “Fractionus” online marketplace connecting brands with talented service

providers. Use of Platform is subject to these Terms of Service.

DEFINITIONS

The following terms are used regularly throughout these Terms of Service and have a particular

meaning:

(a) ABN means Australian Business Number.

(b) Account means a registered account with Platform.

(d) Business Day means a day (other than a Saturday, Sunday, or public holiday) on

which banks are open for general banking business in Melbourne, Australia.

(e) Corporations Act means the Corporations Act 2001 (Cth).

(f) Engagement means the engagement of a Talent through Platform to perform Services

in accordance with the Specification.

(g) Fractionus means Fractionus Group Pty Ltd ABN 37 688 359 926.

(h) GST has the meaning given by the A New Tax System (Goods and Services Tax) Act

1999 (Cth).

(i) Intellectual Property means any intellectual property rights, whether registrable or not,

including all copyright, patents, inventions, trade secrets, know-how, product

formulations, designs, databases, registered or unregistered trademarks, brand

names, business names, domain names and other forms of intellectual property of a

party in any part of the world, and including applications for the registration of any

such rights and any improvements, enhancements or modifications to such

registrations.

(j) Management Services means the services performed by Fractionus to match and

manage Talents for Engagements.

(k) New IP means any Intellectual Property generated by Talents for a Brand in the

process of providing the Services.

(l) Online Form means the online form used to submit Specifications, accessible via the

Site.

(m) Payment Gateway means the payment gateway used by Fractionus within Platform

from time-to-time.

(n) Platform means the “Fractionus” online talent sourcing and management platform

accessible at the Site.

(o) Privacy Act means the Privacy Act 1988 (Cth).

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(p) Privacy Policy means Fractionus’ privacy policy, as updated from time-to-time and

published on the Site.

(q) Service Fees means the fees paid by a Brand for the Services.

(r) Services means any services performed by a Talent to a Brand under an Engagement.

(s) Specification means the Brand’s specific instructions for an Engagement, as provided

via the Online Form or such other manner as agreed with Fractionus from time-to-

time.

(t) Site means https://fractionus.com/ and any other URL where Fractionus makes

Platform available from time-to-time.

(u) Talent means an independent service provider that is registered with Platform to accept

Engagements and perform Services.

(v) Tax Invoice has the meaning given by the A New Tax System (Goods and Services

Tax) Act 1999 (Cth).

(w) Terms of Service means the terms and conditions of using Platform, as updated from

time-to-time and published on the Site.

1 USING PLATFORM

1.2 General

(a) Platform is an online talent sourcing and management platform connecting Talents and

Brands for Engagements.

(b) These Terms of Service shall be ongoing until validly terminated in accordance with

clause 3.10 .

immediately cease to use Platform if the Brand can no longer agree or adhere to these

(d) Fractionus may suspend the delivery of the Management Services and/or Services to a

Brand that breaches these Terms of Service.

1.3 Relationship

(a) Fractionus’ role is limited to providing the Management Services only to facilitate the

delivery of the Services by Talents to the Brand for Engagements.

(b) This Agreement creates a direct relationship between the Brand and the Talent with

respect to any Engagement.

Brand.

(d) The Brand acknowledges and agrees that:

i the Talent does not provide any goods or services on behalf of Fractionus; and

ii Fractionus is in no way responsible or liable in respect of the Services.

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(e) For the avoidance of doubt, Fractionus is not responsible for, and not liable to the Brand

with respect to, the conduct and activities of the Talent.

(f) Any dispute between Talents and Brands in respect to the Services must be dealt with

between the relevant parties.

1.4 Specifications

(a) A Brand may create one or more Engagements by submitting a Specification with

Fractionus.

(b) The Brand is solely responsible for the accuracy of all information described in a

Specification.

1.5 Matching

(a) The Brand acknowledges that Fractionus will match a Talent based on the information

provided within a Specification.

(b) Fractionus will nominate one or more Talents for an Engagement and the Brand shall

review the Talents to confirm their suitability for the Engagement.

Brand to decide whether proceed with an Engagement.

(d) Despite all Talents being individually vetted by Fractionus, the Brand is solely

responsible for the decision to enter any Engagement with a Talent.

(e) The Brand is under no obligation to accept any Talent nominated by Fractionus for an

Engagement.

(f) The Brand may request a particular Talent for an Engagement and Fractionus will

endeavour to procure the requested Talent, subject to the nominated Talent’s

agreement.

1.6 Engagement

(a) To confirm an Engagement, the Brand pay the relevant Service Fees via Platform, as

well as any other onboarding steps, as notified by Fractionus.

(b) The Brand acknowledges that the Talent appoints Fractionus as its exclusive agent for

the purpose of collecting the Service Fees and paying the Service Fees to the Talent on

the Brand’s behalf. For clarity, Fractionus accepts the Service Fees from the Brand as

the Talent’s payment agent and not as a supplier to the Brand of the Services.

(or attempt to engage) a Talent for any services outside of Platform without the express

prior written consent of Fractionus.

1.7 Conduct. The Brand acknowledges and accepts that:

(a) Fractionus accepts no responsibility for the conduct of any Talent;

(b) Fractionus accepts no responsibility for any interaction between the Brand and Talents,

whether that interaction occurs via Platform or not; and

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provided by any Talent.

2 FEES, PAYMENTS, AND REFUNDS

2.1 Service Fees

(a) Where upfront payment is required for an Engagement, the Brand must pay the

applicable Service Fees to confirm an Engagement.

(b) The Service Fees must be paid in accordance with the payment terms notified by

Fractionus, which may include (without limitation):

i a fixed fee;

ii a retainer fee;

iii an upfront fee; and/or

iv hourly rates.

manner as Fractionus may direct or agreed between the parties from time-to-time.

(d) As per clause 1.5(b) , Fractionus shall accept payment of the Service Fees on behalf of

the Talent as its payment agent.

(e) Fractionus is responsible for releasing the Service Fees to the Talent, as separately

agreed with the relevant Talent.

(f) Once an Engagement is accepted, the agreed Service Fees may only be varied by

mutual agreement of the parties.

(g) Despite paragraph (f) above, the Brand acknowledges that any change requests to a

Specification following an Engagement, such as increased work hours of the Talent,

may result in reasonable changes to the applicable Services Fees.

2.2 Currency

All Service Fees are payable in Australian dollars, however transactions may be

processed in an equivalent foreign currency.

2.3 Invoices & GST

(a) Fractionus will provide the Brand with a Tax Invoice for all payments.

(b) For Users in Australia, GST is applicable to any Service Fees charged, as individually

stated in the relevant Tax Invoice.

2.4 Refunds

(a) No refunds are offered except where required under law, unless otherwise agreed by

Fractionus in its sole discretion.

(b) For clarity, the Brand cannot be refunded the Service Fee or otherwise be reimbursed

for any Engagement because the Brand does not like or approve of the specific Talent

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(in which case the Brand should simply not make an Engagement with that Talent in the

future).

Fractionus regarding the performance of individual Talents and Fractionus will

endeavour to resolve any concerns, which in some cases may involve finding a suitable

replacement as Fractionus deems appropriate.

2.5 Late Payment

(a) If the Brand does not pay the full Service Fees as required, Fractionus may suspend

the Brand’s access to their Account or to suspend or terminate any current Services.

(b) If Fees are not brought out of arrears within 28 days of becoming overdue, Fractionus

may terminate these Terms of Service.

interruptions to the availability of Platform or the Services in the event of (a) .

3 GENERAL CONDITIONS

3.1 Licence

(a) By accepting the terms and conditions of these Terms of Service, the Brand is granted

a limited, non-exclusive, and revocable licence to access and use Platform for the

duration of these Terms of Service, in accordance with the terms and conditions of

these Terms of Service.

(b) Fractionus may revoke or suspend the Brand’s licence(s) in its absolute discretion for

any reason that it sees fit, including for breach of the terms and conditions in these

3.2 Modification of Terms

(a) The terms of these Terms of Service may be updated by Fractionus from time-to-time.

(b) Where Fractionus modifies the terms, it will provide the Brand with written notice, and

the Brand will be required to accept the modified terms to continue using Platform.

3.3 Support

(a) Fractionus shall provide reasonable support services in the manner agreed with the

Brand from time-to-time.

(b) Fractionus reserves the right to require the payment of reasonable fees for non-

standard support requests prior to the provision of such support.

3.4 Hosting & Improvements

(a) The Brand agrees and accepts that Platform is:

i hosted by Fractionus and shall only be installed, accessed and maintained by

Fractionus, accessed using the internet or other connection to Fractionus servers and is

not available ‘locally’ from the Brand’s systems; and

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ii managed and supported exclusively by Fractionus from Fractionus’ servers and that no

‘back-end’ access to Platform is available to the Brand unless expressly agreed in

writing.

(b) As a hosted and managed service, Fractionus reserves the right to upgrade, maintain,

tune, backup, amend, add, or remove features, redesign, improve or otherwise alter

Platform.

3.5 Third Party Dependencies

The Brand agrees and acknowledges that Platform has third party dependencies which

may affect its availability, including (without limitation) internet service providers and

hosting services, and that Fractionus has no means of controlling the availability of such

dependencies and shall not be liable for any interruptions to such.

3.6 Use & Availability

(a) The Brand agrees that it shall only use Platform for legal purposes and shall not use it

to engage in any conduct that is unlawful, immoral, threatening, abusive or in a way that

is deemed unreasonable by Fractionus in its discretion.

(b) The Brand agrees that Fractionus shall provide access to Platform to the best of its

abilities, however:

i access to Platform may be prevented by issues outside of its control; and

ii it accepts no responsibility for ongoing access to Platform.

3.7 Privacy

(a) Fractionus maintains the Privacy Policy in compliance with the provisions of the Privacy

Act for data that it collects about the Brand and other Talents.

(b) The Privacy Policy does not apply to how the Talent handles personal information. If

necessary under the Privacy Act, it is the Talent’s responsibility to meet the obligations

of the Privacy Act by implementing a privacy policy in accordance with law.

i Fractionus may share personal information provided by the Brand with the Talent as

part of making an Engagement; and

ii the Brand must ensure that all personal information they provide to Fractionus is true

and accurate and agrees to update that information in order to ensure that it is current.

(d) Platform may use cookies (a small electronic tracking code) to improve a Brand’s

experience while browsing, while also sending browsing information back to Fractionus.

The Brand may manage how it handles cookies in its own browser settings.

3.8 Intellectual Property

(a) New IP. Subject to full payment of the applicable Service Fees, New IP is owned

absolutely by the Brand and vests in the Brand immediately upon delivery by a Talent

pursuant to an Engagement.

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(b) Trade marks. Fractionus has moral & registered rights in its trade marks and the

Brand shall not copy, alter, use or otherwise deal in the marks without the prior written

consent of Fractionus.

and Intellectual Property for which Fractionus has appropriate authority to use, and the

Brand agrees that such is protected by copyright, trademarks, patents, proprietary

rights and other laws, both domestically and internationally. The Brand warrants that it

shall not infringe on any third-party rights through the use of Platform.

(d) Platform Platform. The Brand agrees and accepts that Platform is the Intellectual

Property of Fractionus and the Brand further warrants that by using Platform the Brand

will not:

i copy Platform or the services that it provides for the Brand’s own commercial purposes;

and

ii directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain,

modify or use any source or object code, architecture, algorithms contained in Platform

or any documentation associated with it.

(e) Content. All content submitted to Fractionus, whether via Platform or directly by other

means, becomes and remains the Intellectual Property of Fractionus, including (without

limitation) any source code, analytics, insights, ideas, enhancements, feature requests,

suggestions or other information provided by the Brand or any other party with respect

to Platform.

3.9 Liability & Indemnity

(a) The Brand agrees that it uses Platform at its own risk.

(b) Fractionus makes no representation or guarantee that the Brand will be satisfied with

the Services delivered by Talents and/or achieve their expectations or desired results.

of any Talent and that Fractionus is not liable for such under any circumstances.

(d) The Brand agrees to indemnify Fractionus for any loss, damage, cost, or expense that

Fractionus may suffer or incur as a result of or in connection with any breach by the

Brand of these Terms of Service.

(e) In no circumstances will Fractionus be liable for any direct, incidental, consequential or

indirect damages, damage to property, injury, illness, loss of property, loss or corruption

of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or

any other similar or analogous loss resulting from the Brand’s access to, or use of, or

inability to use Platform, whether based on warranty, contract, tort, negligence, in equity

or any other legal theory, and whether or not Fractionus knew or should have known of

the possibility of such damage, injury, illness or business interruption of any type,

whether in tort, contract or otherwise.

(f) Certain rights and remedies may be available under the Competition and Consumer Act

2010 (Cth) or similar legislation of other States or Territories and may not be permitted

to be excluded, restricted or modified. Apart from those that cannot be excluded,

Fractionus and Fractionus’ related entities exclude all conditions and warranties that

may be implied by law. To the extent permitted by law, Fractionus’ liability for breach of

any implied warranty or condition that cannot be excluded is restricted, at Fractionus’

option to:

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i the re-supply of services or payment of the cost of re-supply of services; or

ii the replacement or repair of goods or payment of the cost of replacement or repair.

3.10 Termination

(a) Either party may terminate these Terms of Service at any time by giving the other party

written notice.

(b) Termination of these Terms of Service is without prejudice to and does not affect the

accrued rights or remedies of any of the parties arising in any way out of these Terms of

Service up to the date of expiry or termination.

3.11 Dispute Resolution

(a) If any dispute arises between the parties in connection with these Terms of Service

(Dispute), then either party may notify the other of the Dispute with a notice (Dispute

Notice) which:

i Includes or is accompanied by full and detailed particulars of the Dispute; and

ii Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first

occurring.

(b) Within 10 Business Days after a Dispute Notice is given, a representative (with the

authority to resolve the dispute) parties must meet (virtually or otherwise) and seek to

resolve the Dispute.

unless it first complies with the requirements of the dispute resolution mechanism

outlined in this clause.

(d) Nothing in this clause prevents either party from instituting court proceedings to seek

urgent injunctive, interlocutory, or declaratory relief in respect of a Dispute.

(e) Despite the existence of a Dispute, the parties must continue to perform their respective

obligations under this document and any related agreements.

3.12 Electronic Communication & Notices

(a) The parties agree to be bound by these Terms of Service where the terms of these

(b) The Brand can direct notices, enquiries, complaints and so forth to Fractionus as set

out in these Terms of Service. Fractionus will notify the Brand of a change of details

from time-to-time.

Brand submits to Fractionus, or that the Brand notifies Fractionus of from time-to-time.

It is the Brand’s responsibility to update its contact details as they change.

(d) A consent, notice or communication under these Terms of Service is effective if it is

sent as an electronic communication unless required to be physically delivered under

law.

(e) Notices must be sent to the parties’ most recent known contact details.

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3.13 General

(a) Special Conditions. The parties may agree to any Special Conditions to these Terms

of Service in writing.

(b) Assignment.

i The Brand may not assign or otherwise create an interest in these Terms of Service.

ii Fractionus may assign or otherwise create an interest in its rights under these Terms of

Service by giving written notice to the Brand.

any Special Conditions made under these Terms of Service, the terms of those Special

Conditions shall prevail.

(d) Disclaimer. Each party acknowledges that it has not relied on any representation,

warranty or statement made by any other party, other than as set out in these Terms of

Service.

(e) Relationship. The relationship of the parties to these Terms of Service does not form

a joint venture or partnership.

(f) Waiver. No clause of these Terms of Service will be deemed waived and no breach

excused unless such waiver or consent is provided in writing.

(g) Further Assurances. Each party must do anything necessary (including executing

agreements and documents) to give full effect to these Terms of Service and the

transaction facilitated by it.

(h) Governing Law. These Terms of Service is governed by the laws of Victoria, Australia.

Each of the parties hereby submits to the exclusive jurisdiction of courts with jurisdiction

there.

(i) Severability. Any clause of these Terms of Service, which is invalid or unenforceable,

is ineffective to the extent of the invalidity or unenforceability without affecting the

remaining clauses of these Terms of Service.

END TERMS OF SERVICE

Terms of Service

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