Updated: 12 June 2024

This Master Service Agreement (“MSA”) governs the relationship between PLAYE AUSTRALIA PTY LTD (ACN 665 119 451) (“PLAYE”, “we”, “us”, “our”) and the client specified in the relevant Service Order or Proposal (“Client”, “you”, “your”).

Scope and Structure

1. This MSA sets out the terms and conditions for your use of our online freelancer Platform and our service offerings including PLAYE Studio, PLAYE Direct Standard, PLAYE Direct Premium, and PLAYE Employ.
2. This MSA consists of the following parts:
   • • General Terms and Conditions of this MSA (General Terms),
     • Schedule 1 - PLAYE Studio terms and conditions (Studio Terms),
     • Schedule 2 - PLAYE Direct Standard terms and conditions (Direct Standard Terms),
     • Schedule 3 - PLAYE Direct Premium terms and conditions (Direct Premium Terms),
     • Schedule 4 - PLAYE Employ terms and conditions (EOR Terms).

Definitions and Interpretation

3. These definitions apply to this MSA, unless a contrary intention is expressed:

• Account means your user account on the Platform.
• AML/CTF means Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) in Australia and equivalent laws outside of Australia, where relevant.
• Brand means you and other Users of our Platform who are recipients or prospective recipients of services from Creators.
• Confidential Information means:

(a) any business or technical information belonging to or about us or you, including any information relating to either Party’s products, services, finances, product pricing, marketing plans, business opportunities, trade secrets, or personnel; (b) any information of either Party that is specifically designated by the disclosing Party as confidential or proprietary; (c) any information that is known to the receiving Party, or should be known to a reasonable person given the facts and circumstances of the disclosure as being treated as confidential or proprietary by the disclosing Party; and (d) the terms and conditions of this MSA;provided, however, Confidential Information excludes information that:(i) is in or enters the public domain without breach of this MSA or another agreement between the Parties; (ii) the receiving Party was demonstrably in possession of prior to first receiving it from the disclosing Party; (iii) the receiving Party can demonstrate was developed independently and without use of or reference to the disclosing Party’s Confidential Information; or (iv) the receiving Party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation.

• Corporations Act means the Corporations Act 2001 (Cth).
• Creator means a freelancer who is a User on our Platform offering creative services to Brands.
• Creator Charges means the fees and disbursements charged by a Creator.
• Deliverables encompasses all materials and original works which we or our Creators develop or create for you, as specified in the relevant Proposal, Service Order, or Work Contract.
• Fees means fees that we charge for our services, as set out in the relevant Proposal, Service Order, or Work Contract. The Fees may be made up of our Platform Fees, Professional Fees, Recruitment Fees, and Subscription Fees (as applicable).
• GST means goods and services tax under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) in Australia and similar value-added tax of other jurisdictions that may apply to our services from time to time.
• GST Law means A New Tax System (Goods and Services Tax) Act 1999 (Cth) and laws governing similar value-added tax in jurisdictions outside of Australia.
• Intellectual Property means all copyright, trademark, design right, patent right, and other intellectual property as set out under Article 2 of the Convention Establishing the World Intellectual Property Organization 1967 as amended.
• Introduce means us providing you with the name and details of a Creator for the purpose of matching you with a Creator appropriate to the services you require.
• Our Content means works and materials created or developed by us or our Creators independently of any Proposal, Service Order, or Work Contract, for a purpose other than your exclusive use of the Deliverables.
• Parties means PLAYE and the Client, and each of them is a Party.
• Personnel means the employees, directors, other officers, contractors, subcontractors, agents, and representatives of a Party.
• Platform Fees means our fees for granting you access and use of the Platform, as set out in the relevant Service Order (if applicable).
• PLAYE Group means PLAYE and all Related Bodies Corporate.
• PLAYE Services means one or more of the PLAYE Studio, PLAYE Direct Standard, PLAYE Direct Premium, PLAYE Employ, and Recruitment services.
• Price means the Fees and Creator Charges.
• Privacy Law means the Privacy Act 1988 (Cth).
• Professional Fees means our professional services fees as set out in the relevant Proposal or Service Order. Professional Fees may be an hourly or daily rate, or a fixed amount for a specified number of hours of service reserved for you, or a combination of both.
• Recruited Creator means a Creator whom we have Introduced to you in the course of our Recruitment services, and depending on the PLAYE Services under which the Recruitment services were provided, either we or you have engaged as contractor or employee (as applicable).
• Recruitment Fees means fees for our Recruitment services as set out in the relevant Proposal or Service Order.
• Recruitment means our Creator Introduction services, whose provisions are set out under the heading of “Recruitment Terms” in Schedules 2, 3, and 4.
• Related Body Corporate has the same meaning as in section 50 of the Corporations Act.
• Schedule means a schedule forming part of this MSA as listed in clause 2.
• Service Order or Proposal means a document (in electronic or physical form) agreed between us and you, specifying the type of PLAYE Service we will provide to you and the particulars of the PLAYE Service including but not limited to our Fees.
• Subscription Fees means our Fees for the Direct Premium or PLAYE Employ service, for a set amount of usage, as specified in the relevant Proposal or Service Order.
• User means an Account-holder on the Platform, as either Brand or Creator.
• User Data means any Intellectual Property provided by a User to us when using the Platform.
• Work IP means all Intellectual Property created or developed by a Creator or us as Deliverables for you, excluding Our Content, in the course of performing services for you.
• Work Contract means the assignment of a specified project or task to a Creator on our Platform.
• Your Content means any materials or works you supply to us or our Creators for use (whether as-is or in modified form) in the Deliverables.

4. These interpretive rules apply to this MSA, unless a contrary intention is expressed:
   1. the singular includes the plural and vice versa;
   2. words that are gender neutral or gender specific include each gender;
   3. where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;
   4. the words ‘such as’, ‘including’, ‘particularly’ and similar expressions are not words of limitation;
   5. headings may be used as references to various parts of this MSA (including any Schedule) but do not otherwise affect the interpretation of provisions;
   6. a reference to:
      1. a person includes a natural person, partnership, joint venture, government agency, association, corporation, trust or other body corporate;
      2. a thing (including but not limited to a chose in action or other right) includes a part of that thing;
      3. a party includes its agents, successors and permitted assigns;
      4. a document includes all amendments or supplements to that document;
      5. a clause, term, party, schedule or attachment is a reference to a clause or term of, or party, schedule or attachment to this MSA;
      6. a law includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by-law, judgement, rule of common law or equity and is a reference to that law as amended, consolidated or replaced;
      7. a statute includes any regulation, ordinance, by-law or other subordinate legislation made under it;
      8. an agreement other than this MSA includes an undertaking, or legally enforceable arrangement or understanding whether or not in writing; and
      9. a monetary amount is in Australian dollars and all amounts payable under or in connection with this MSA are payable in Australian dollars unless another currency is stated in the Service Order or Proposal;
   7. no rule of construction applies to the disadvantage of a Party because that Party was responsible for the preparation of this MSA or any part of or amendment to it;
   8. when the day on which something must be done is not a Business Day, that thing must be done on the following Business Day;
   9. in determining the time of day where relevant to this MSA, the relevant time of day is:
      1. for the purposes of giving or receiving notices, the time of day where a Party receiving a notice is located; or
      2. for any other purpose under this MSA, the time of day in the place where the Party required to perform an obligation is located;
   10. if a period of time is calculated from a particular day, act or event (such as the giving of a notice), unless otherwise stated in this MSA, it is to be calculated exclusive of that day, or the day of that act or event; and
   11. if there is any conflict between a provision in the General Terms and any of its Schedules in relation to a particular PLAYE Service, then the conflicting provision in the Schedule shall prevail for the purpose of that PLAYE Service.

PLAYE Group Entities

5. You acknowledge and agree that any part of our obligations under this MSA may be performed by another entity within the PLAYE Group. For this purpose, we will be the responsible entity for ensuring that PLAYE Group entities performing such obligations comply with our obligations under this MSA as though those entities were us.
6. You acknowledge and agree that in relation to our rights to receive any payment or other benefit from you under this MSA, we may direct such payments to be made or benefits be given to another entity within the PLAYE Group. For this purpose, another PLAYE Group entity may render invoices or make demands for payment in our place.
7. We hereby disclose that the Platform is owned and operated by Playe Limited, a company incorporated in the United Kingdom with company number 12725958, and that we are authorised to grant access to the Platform to you on terms set out in this MSA on behalf of Playe Limited. For clarity, this disclosure does not limit our rights under clauses 5 and 6 in respect of any other PLAYE Group entities whether currently existing or established in the future.

Relationship Between Users and Us

8. A User (whether Brand or Creator) is a user of the Platform, and is not our employee, independent contractor, subcontractor, agent, partner, joint venturer, or representative for the purpose of this MSA. If such a relationship applies between us and a User, it will be expressly stated in the Schedule relevant to the PLAYE Service you obtain from us via a Proposal or Service Order.

User Account

9. You will need to create an Account on the Platform in order to use it.
10. During the process of creating your Account, you will be asked to provide various details, such as name, address, email, telephone, credit card or bank account details, among others. You hereby give us consent to collect, store, and process such details, and to disclose them to third-parties solely for the purpose of providing you with PLAYE Services and subject to our privacy policy.
11. You warrant that all information you supply to us when creating the Account will be accurate, true, and up-to-date. You must update your Account details from time to time, to ensure that all details are up-to-date.
12. If you do not receive any notices from us due to outdated Account details, then any notice we have given using the Account details in our system at the time, will be deemed to have been validly served.
13. You must not share your User Account credentials with any person other than your authorised Personnel who need access to the Platform. You indemnify us against any damage, loss, legal costs and expenses we suffer due to any breach of this MSA by your Personnel.
14. If you become aware or suspect that your User Account credentials or your Personnel’s User Account credentials have been compromised, you must immediately give us written notice, and we may lock the affected Account or take any other loss-mitigation measures we deem prudent. We will not be liable for any suspension of our services while the User Account credentials are compromised.

Acceptable Use

15. In order to safeguard our legitimate business interests, the security and safety of our Platform’s Users, and to comply with any relevant law related to the Platform, you are required to abide by rules governing acceptable use of the Platform as set out in this MSA and in any other document or written notice we provide to you. You acknowledge and agree that a breach of these rules may result in suspension or termination of your access rights, at our sole discretion.
16. When using the Platform, you must always communicate with other Users professionally and respectfully. Any bullying, harassment, or threats of violence will not be tolerated and may result in immediate suspension or termination of access, as well as report to relevant law enforcement authorities.
17. You must not:
    1. Upload any files which you know or suspect might be infected with malicious software;
    2. Post or send any communication that is abusive, discriminatory, harassing, threatening, or otherwise in violation of any law;
    3. Use the Platform in a manner which may breach Privacy Laws, export controls, international sanctions or embargoes;
    4. Store or transmit material on or using the Platform that is illegal;
    5. Defraud other Users or otherwise engage in misleading and deceptive conduct;
    6. Access any part of our information systems or network infrastructure via means other than the public-facing user interface of the Platform;
    7. Probe or scan our information systems or network infrastructure to discover or reverse engineer the make-up of our information systems or networks, or to discover or exploit vulnerabilities (unless you are a security professional engaged by us and have been given our express written consent to undertake security testing activities); or
    8. Interact with the Platform or any information system upon which it is hosted, in a manner which is designed to overwhelm the Platform or the hosting system.
18. It is not possible to cover every possible scenario in which the Platform may be abused or misused. We may ask you via notification on the Platform or email, to stop certain activities on the Platform. You must follow such requests promptly at all times.
19. For clarity, references to information systems and networks in this Schedule include systems and networks not directly operated or owned by us. They can include third party hosting providers.

Proposal or Service Order

20. We will provide PLAYE Services to you in accordance with a Proposal or Service Order mutually agreed between us and you. These services can include any new service offering we introduce in the future.
21. The Proposal or Service Order will be governed by the provisions in this MSA. If there is any conflict between the Proposal or Service Order on the one hand and any right or obligation set out in this MSA, this MSA will take precedence to the extent of such conflict, unless:
    1. This MSA allows particular provisions to be varied by way of Proposal or Service Order; or
    2. The Proposal or Service Order contains a set of  “special conditions” expressly intended to modify the provisions in this MSA.
22. Each Service Order forms part of this MSA and is not a separate contract.

Work Contract

23. Assignment of projects or tasks to Creators will be by way of Work Contracts on the Platform.
24. Work Contracts will generally be submitted and accepted via the Platform’s online features. Note that on the Platform’s user interfaces, a Work Contract may be named differently.
25. All Work Contracts are governed the General Terms plus the following Schedules, depending on the type of PLAYE Service that you have engaged us for:
    1. PLAYE Direct Standard: Schedule 2 applies;
    2. PLAYE Direct Premium: Schedule 3 applies;
    3. PLAYE Employ: Schedule 4 applies;

and if there is any conflict between a provision in the General Terms and any of the Schedules applicable to a Work Contract, the Schedule will take precedence to the extent of the conflict.

26. For clarity, we will raise and manage all Work Contracts with Creators under PLAYE Studio.

Term and Termination

27. This MSA shall commence on the date that it is accepted by you and continue until terminated in accordance with the termination provisions in this MSA.
28. Acceptance may occur via any of the following means, dependent on our client engagement process at the time. We will indicate to you the applicable method of acceptance, whether by:
    1. creating an Account on our Platform, and indicating your acceptance as part of the Account creation process; or
    2. signing a copy of this MSA electronically or physically.
29. If you are accepting this MSA on behalf of a partnership, company, trust, or another entity, you warrant to us that you are duly authorised to do so and to bind that entity to this MSA.
30. A Proposal or Service Order will commence and expire on the dates specified in the Proposal or Service Order. In relation to any Proposal or Service Order:
    1. If there is no commencement date, then the Proposal or Service Order will commence immediately upon us receiving the signed Proposal or Service Order from you (or you indicating acceptance in writing or electronically).
    2. If there is no expiry date, then the Proposal or Service Order will continue indefinitely until terminated.
    3. Subject to any special condition to the contrary, the Proposal or Service Order may be terminated by either Party by giving each other 1 month’s written notice.
    4. Either Party may terminate a Proposal or Service Order by giving written notice effective immediately, due to the material breach of the Proposal or Service Order by the other Party, if:
       1. the breach is of a kind that cannot reasonably be remedied; or
       2. The breach could reasonably be remedied, by giving the breaching Party written notice detailing the breach, desired remedy, and timeframe in which to remedy the breach (which must not be less than 10 Business Days), but the breaching Party has failed to remedy the breach within the specified timeframe.
31. We may terminate this MSA and any Proposal, Service Order, or Work Contract immediately by written notice if:
    1. you breach any confidentiality provision in this MSA;
    2. you breach any intellectual property provision in this MSA;
    3. we become aware or reasonably suspect that you are acting fraudulently in your dealings with us;
    4. you breach any direction or rule regarding acceptable use of the Platform; or
    5. we are prohibited by order of a court or public authority, or by change to any relevant law, from continuing to provide you services under this MSA.
32. Either Party may terminate this MSA by giving written notice effective immediately, due to the material breach of this MSA by the other Party, if:
    1. the breach is of a kind that cannot reasonably be remedied; or
    2. the breach could reasonably be remedied, by giving the breaching Party written notice detailing the breach, desired remedy, and timeframe in which to remedy the breach (which must not be less than 30 Business Days), but the breaching Party has failed to remedy the breach within the specified timeframe.
33. For clarity:
    1. A material breach includes any failure to pay monies owing to us as and when our invoices are due for payment; and
    2. Termination does not affect a Party’s other right to obtain remedy under general law, equity, or statute.

Payments

34. We will charge various Fees for PLAYE Services, which can include Platform Fees, Professional Fees, Subscription Fees, Recruitment Fees, or any combination of them, depending on the specific PLAYE Service provided to you. If you engage Creators on the Platform, they will charge and you must pay their Creator Charges. The specific Fees, Creator Charges, and the basis for their calculation will be set out in the relevant Proposal, Service Order, or Work Contract (as applicable). In respect of Work Contracts, the Fees and Creator Charges (as applicable) will be shown on the relevant user interfaces of the Platform.
35. Fees may be paid via credit card, direct debit, or other means as specified on the Platform, Proposal, Service Order, or Work Contract.
36. You acknowledge that we may utilise merchant services provided by third parties to process payments. You hereby consent to us submitting your details (including name, address, email, telephone number, bank account or credit card details, and identification documents required for AML/CTF due diligence) to such merchant service providers, solely for the purpose of enabling payments to be processed.
37. Our Fees are expressed as being exclusive of GST, unless stated otherwise. In any case, we are entitled to add any applicable GST to our Fees (except for invoices that have already been paid by you). If GST applies to any of our services, our invoices will show the breakdown between the GST-inclusive and exclusive Fees, in accordance with GST Law.
38. We may require payment by direct debit. If this is the case, you agree that your authorisation of direct debit is a precondition to the Proposal, Service Order, or Work Contract being performed, and if you fail to authorise direct debit by the commencement date of the Proposal, Service Order, or Work Contract, we reserve the right to terminate the Proposal, Service Order, or Work Contract by written notice with immediate effect.
39. Subject to any provision to the contrary, all of our invoices are due and payable within 5 Business Days of the date of issue.
40. We may vary the Fees (of any type) from time to time, by giving notice in writing to you at least 28 days before the new Fees become effective. If you continue to use the relevant PLAYE Service after the new Fees become effective, you will be taken to have accepted the new Fees.
41. You have the option to pay money into your Account in advance (“Credit”). If you choose to do so, we are entitled to draw down on the Credit to pay the Price charged under any Work Contract, our Fees under any Proposal, Service Order, or Work Contract, and any other costs of our services invoiced to you.

Intellectual Property

42. We reserve all Intellectual Property rights in relation to the Platform and our website. All materials including source code, compiled code, scripts, images, video, audio, text making up the Platform and our website will be and remain our Intellectual Property.
43. We grant to you a limited, revocable, non-exclusive licence (Licence) to access the Platform and our website for the purpose of making use of our services, and to train your Personnel on the use of our Platform, for the term of this MSA. This Licence also allows you to make copies of elements of the Platform and our website in the temporary cache storage of your information systems, for the purpose of enabling efficient access to the Platform and our website by your information systems including any browser software you may use.
44. The Licence does not allow you to access, copy, or use the Platform and our website in any way other than as expressly permitted by the Licence.
45. Subject to the Licence, under no circumstances may you copy the Platform or our website (in part or whole), make recordings or broadcasts, create derivative works from the Platform or our website, reverse engineer, or attempt to discover security vulnerabilities on the Platform or our website. This type of activity is strictly prohibited.
46. If you submit any User Data while using the Platform or our website, your User Data will remain your Intellectual Property. You grant to us a royalty-free, fully paid-up, limited, irrevocable, non-exclusive, worldwide licence to store, process, and make copies of the User Data solely for the purpose of providing you with our services under this MSA. This licence shall expire upon the termination of this MSA, save that the right to make and store copies shall remain with us for the purpose of back-up storage and taxation compliance only.
47. We indemnify you against any and all claims for damage, loss, legal costs and expenses, brought upon you by third parties for infringement of their Intellectual Property rights on our Platform or website, except that this indemnity does not apply in relation to purported infringement found in User Data.
48. You indemnify us against any and all claims for damage, loss, legal costs and expenses, brought upon us by third parties for infringement of their Intellectual Property in your User Data, or if you make any copy of the Platform or our website in breach of the Licence.
49. In relation to works created or developed by a Creator engaged by you, the Intellectual Property rights over those works shall be governed by the terms of engagement entered into between you and the Creator, unless the Studio Terms, Direct Premium Terms, or EOR Terms apply, in which case you should refer to the relevant Schedule.

Confidentiality

50. Both Parties must keep each other’s Confidential Information confidential. In this MSA, the term Receiving Party refers to the Party in receipt of the other Party’s Confidential Information, and the other Party is referred to as the Disclosing Party. The Receiving Party must not disclose the Disclosing Party’s Confidential Information to any third party without the Disclosing Party’s prior written consent, unless:
    1. the disclosure is made under compulsion of law; or
    2. the disclosure is made to the Receiving Party’s Personnel on a need-to-know basis for the purpose of complying with obligations or exercising rights under this MSA; or
    3. the disclosure is the Receiving Party’s legal or accounting advisors for the purpose of obtaining professional advice.
51. If the Receiving Party must disclose under clause 50(a), the Receiving Party must give written notice as soon as possible to the Disclosing Party, so as to enable the Disclosing Party to object to the disclosure by application to a court or relevant public authority who has ordered the disclosure.
52. If the Receiving Party makes disclosure under clause 50(b) or (c), the Receiving Party must ensure that the person that the Confidential Information is disclosed to is bound by obligations of confidentiality to at least the same extent as in this MSA (whether by contract, general law, or statute), and indemnifies the Disclosing Party for any damage, loss, legal costs and expenses that may arise due to the Receiving Party’s Personnel or professional advisor breaching their confidentiality obligations.

User Data

53. We understand the importance of the User Data you have entrusted to us, and use commercially reasonable efforts to safeguard the User Data. However, we cannot guarantee that the User Data will always be available or be immune from error, loss, or interruption.
54. You acknowledge and agree that you are solely responsible for keeping your own copies of the User Data you submit to the Platform. We cannot guarantee that a backup of your User Data will be available in our storage archives.
55. To the extent permitted by law, you hereby waive any claim you may have against us for User Data that may be corrupted, lost, or become inaccessible (temporarily or permanently) for any reason.
56. We also cannot control or be held liable for your User Data being intercepted in transit from the Platform to your computer or electronic device. Even when the User Data is encrypted for transmission, encryption may be broken by a sufficiently skilled and resourced malicious actor, and you accept this risk when using our Platform.

Employment or Off-Platform Management of Creator

57. If any of the following occur:
    1. You employ a Creator during an Engagement or within 12 months of the expiry or termination of an Engagement;
    2. You manage a Creator’s services and fees outside of the Platform during an Engagement or within 12 months of the expiry or termination of an Engagement;
    3. We Introduced a Creator to you under our Recruitment Services, you did not approve the Creator, but subsequently employ or contract with the Creator within 12 months of the Introduction; or
    4. A related body corporate or associate of yours (as defined by the Corporations Act 2001 (Cth)) does any of 57(a) to (c);

then you must pay us the greater of:

5. If the Creator becomes employed: 15% of the Creator’s first-year wages on a full-time equivalent basis; or
6. If you manage the Creator off the Platform: the Fees charged to you in relation to the Creator in the last 12 months of the Creator’s Engagement with you, or if they were engaged for less than 12 months, the Fees charged for the full period of engagement extrapolated to 12 months.

58. For the purposes of clause 57(f) a Creator will be deemed to have been Engaged for 12 months if the total period of Engagement between the Creator and you in any 24-month period was 12 months, and those 12 months will be used for calculating the relevant amount under clause 57.
59. You agree to notify us in writing immediately if you (or your Related Body Corporate) manages or employs a Creator in the circumstances outlined in clause 57 and to pay the relevant amount to us within 5 Business Days of receipt of our tax invoice.
60. No Replacement Warranty applies in relation to any Creator under the circumstances set out in clause 57.

Limitation of Liability

61. For clarity, nothing in this MSA is intended to:
    1. exclude or modify the consumer guarantees provided under the Australian Consumer Law which cannot be excluded or modified, if the consumer guarantees apply to this MSA; or
    2. waive our liability for personal injury or death caused by our negligence or misconduct.
62. To the extent permitted by law, our maximum liability under this MSA is limited to the Fees received from you in relation to a Work Contract from which the liability arises, or if the liability is not in relation to a specific Work Contract, then the total Fees received from you in the 6 months immediately preceding the time when your cause of action arose.
63. Under no circumstances shall our liability extend to consequential or indirect damages, or damages which we could not reasonably have foreseen at the time of entering into this MSA.
64. Clauses 63 will not apply in relation to our breach of Intellectual Property obligations relating to your User Data or Confidential Information.
65. Information about Creators are provided in good faith based on information submitted by them, and may require verification by you.
66. We may provide a template contract for use between you and the Creator for some types of engagements. If we provide such a template, we offer no legal advice or any guarantee or warranty on whether it is appropriate for use in your circumstances. We recommend that you only use a template with advice and review by a qualified lawyer.
67. In relation to the Platform and our website, you acknowledge and agree:
    1. that the Platform and our website are provided on a “as is” basis without any guarantee or warranty of availability or responsiveness;
    2. will use commercially reasonable endeavours to ensure that the Platform and our website functions in the manner intended, but we cannot guarantee that they will be error-free or be free of any malicious software or be absolutely secure;
    3. we cannot guarantee the accuracy of any information provided by other Users on the platform, and you accept that there is a risk that some Users (including Creators that you engage) may provide incorrect information about themselves or their work; and
    4. unless stated otherwise elsewhere in this MSA, we are not responsible for checking the accuracy of any information provided by another User.

Dispute Resolution

68. If there is any dispute related to or arising from this MSA, including its existence, validity, interpretation, obligations and rights (Dispute) the Dispute must be resolved in accordance with the procedure set out in clauses 69 to 72 below.
69. The Party raising the Dispute must give written notice to the other Party detailing the dispute and desired remedy (Dispute Notice). Upon the Dispute Notice being issued, the Parties must act in good faith to negotiate a resolution to the Dispute within 5 Business Days.
70. If the Parties to the Dispute are unable to resolve the Dispute by negotiation, then either Party to the Dispute may refer the Dispute for mediation to the Australian Centre for International Commercial Arbitration (ACICA), in accordance with the ACICA Mediation Rules. The mediation shall be held in Sydney, Australia.
71. If the Dispute cannot be resolved by mediation within 30 Business Days of referral to ACICA, then the Parties are free to escalate the Dispute as they see fit, subject to clause 72.
72. This clause applies only if a Party to the Dispute is not an Australian resident or is an entity established and having its registered office outside of Australia. If any Party to the Dispute wishes to litigate the Dispute, it must be referred to arbitration in accordance with the ACICA Arbitration Rules. The seat of arbitration will be Sydney, Australia, and the language of arbitration shall be English.
73. Nothing in clauses 69 to 72 prevents a Party from seeking urgent interlocutory relief from the courts.

Changes to the MSA

74. Subject to clause 40, we will not unilaterally vary the provisions in this MSA without agreement from you.
75. If we wish to vary the provisions in this MSA:
    1. we will provide you with written notice detailing the variations and providing you with a copy of the amended MSA (Amendment Notice) for consideration and approval, with proposed date of implementation not less than 1 calendar month after the date of the Amendment Notice;
    2. if the date of implementation in the Amendment Notice expires and you subsequently execute the amended MSA, or approve a new Proposal or Service Order or Work Contract  for PLAYE Services offered under the MSA, then you will be taken to have agreed to the amended MSA; and
    3. notwithstanding subclause (b) above, if you provide us with a written objection to the Amendment Notice prior to approving a new Proposal, Service Order, or Work Contract, then the Parties must negotiate in good faith regarding the amendments to the MSA, and if no agreement can be reached, either Party may terminate this MSA in accordance with the termination provisions set out herein.

Governing Law and Jurisdiction

76. This MSA shall be governed by the laws of the state of New South Wales, Australia.
77. The Parties submit to the exclusive jurisdiction of the courts operating in the state of New South Wales, Australia, and any courts that may hear appeals from thereof. This clause does not affect the operation of clause 72 regarding international commercial arbitration of a Dispute.

Assignment

78. Neither Party may assign their rights or obligations under this MSA without the prior written consent of the other Party (which must not be unreasonably withheld), unless this MSA provides otherwise or in circumstances set out in clause 79.
79. We may assign our rights and obligations under this MSA to another entity within PLAYE Group by giving written notice to you at least 1 calendar month in advance of the assignment becoming effective. Upon the expiry of  the notice period, this MSA will be terminated as between us and you, and a new MSA will be novated as between our assignee and you on the same terms, conditions, and particulars as this MSA save that we will be replaced by our assignee. You hereby consent in advance to such novation.
80. For the purpose of clause 78, it would be reasonable for a Party to withhold consent for the other Party’s proposed assignment, if:
    1. The proposed assignee had breached an agreement with the Party from whom consent is being sought, in the last 6 years; or
    2. There is an existing dispute between the proposed assignee and Party from whom consent is being sought; or
    3. The Party from whom consent is being sought has reasonable concern that the proposed assignee is incapable of performing their obligations under this MSA;

but in all other cases, consent should be given.

Severability, Merger, and Survival

81. Any provision in this MSA which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity or enforceability of the remainder of this MSA is not affected.
82. No provision in this MSA merges on completion of any transaction contemplated by this MSA.
83. Upon expiry or termination of this MSA, any provision in this MSA which by its nature is intended to survive the expiry or termination of this MSA, shall survive.

Schedule 1 - PLAYE Studio

Definitions

1. The following definitions apply to this Schedule:

• Due Date means the date by all Studio Services must be completed for a Project.
• Job means a specific task for a Project that can be initiated, approved, or amended under a Project on the Platform.
• Price means the Creator Charges, plus our Platform Fees or Recruitment Fees (as applicable).
• Project means the content creation project that is associated with your Account and described in detail in the Proposal on the Platform.
• Project Extension Fee means the Fee that may be charged in the event that a Project is delayed solely due to your fault or negligence.
• Proposal refers to the document executed or approved by you for the purchase of Studio Services, which may contain information such as the Project’s Deliverables, Total Cost, and other relevant details. The Proposal includes all agreed-upon requirements, budgets, outputs, and team members involved in your Project.
• Total Cost means the complete cost of a Project and is equal to the Fees payable to us for the Project, as specified in the Proposal.
• All other defined terms have the same meanings as in clause 3 of the General Terms.

Scope of Service and Exclusions

2. The Studio Service allows you to:
   1. Initiate, approve, and amend Projects by way of Proposals, and divide a Project into Jobs;
   2. Generate, upload, publish, send, receive, and save content such as text, pictures, audio, video, and other materials to or via the Platform, for the purpose of including it in the Deliverables; and
   3. Monitor and manage your Project’s workflow.
3. We will coordinate the provision of Creator services for Jobs required for your Projects.

Fees

4. You will be charged, and must pay to us, the Total Cost for each Project.
5. Any alteration to the Proposal may necessitate a rescoping of the Total Cost.
6. For up to 30 days after the completion of each Project, we will provide free transfer and storage of all raw footage that are part of the Deliverables (Stored Footage). After 30 days, you will be charged £50 per month per Account (invoiced up front for 12 months) to maintain all Stored Footage from all existing and future Projects (Storage Fee). You will be able to access the Stored Footage whenever you need it, provided that the Storage Fee is paid up-to-date, assisted by us.
7. The project cost will be invoiced in full upon approval on the PLAYE platform or upon receiving written confirmation
8. If the Project Value is varied due to any changes to your requirements for the Project, we shall have the right to immediately invoice you for any additional Total Costs resulting from those changes, and you must pay the additional Total Costs in accordance with our normal payment terms.

Your Responsibilities

9. If you choose to postpone the Due Date, we reserve the right to charge a Project Extension Fee, equivalent to 10% of the Total Cost or any unfinished Jobs associated with the Project (whichever is the lesser). However, if you notify us of the postponement within 3 Business Days of the Due Date, the Project Extension Fee shall be 25% of the Total Cost.
10. You are solely responsible for procuring all Intellectual Property rights required to lawfully upload and make available Your Content on our Platform, and to grant us and our Creators the right to use and make derivative works from Your Content on a royalty-free, fully-paid-up, worldwide, sublicensable, and transferable basis.

11. You hereby indemnify us against any and all investigative actions, demands, claims by third parties for damage or loss, and our legal costs and expenses of responding to such actions and demands or defending against such claims, arising from:
    1. Infringement of their Intellectual Property in Your Content; and
    2. Investigation or prosecution for breach of any advertising laws, regulations, and codes, and for any allegation of misleading or deceptive statements contained in Your Content.

Change or Cancellation of Project

12. If you terminate a Project at any time, you:

14. 1. Must pay us for all costs and expenses we and our Creators have incurred to date; and
    2. Any pre-paid amount of the Total Cost that is not applied to the costs and expenses incurred to date, shall be credited to your Account for later used in any other Project (Credit).

13. Credits cannot be exchanged for cash and are not transferable. Credits expire within 12 months of being credited to your Account.

14. Change to a Project with less than 48 hours written notice before a video shoot will result in the following:
    1. Change of scheduled shoot time with 24 to 48 written hours’ notice: 50% of the cost of the shoot must be paid; or
    2. Change of scheduled shoot time with less than 24 written hours’ notice: 100% of the cost of the shoot must be paid; and we may unilaterally change the Creator team involved in the shoot, without notice to you.

Work IP

15. All Work IP created or developed by us (whether directly or by Creators we engage to create or develop the Deliverables) shall be automatically assigned to you, other than any Our Content.

16. If any of Our Content is incorporated into the Work IP, then we will grant to you (or procure the grant) a non-exclusive, royalty-free, fully paid-up, worldwide licence to use, make copies, and to broadcast the incorporated Our Content solely for your internal business purposes.

17. If any part of the Work IP is not capable of being assigned to you due to third-party licensing limitations, we will procure the grant of a licence or sublicence allowing you to use, store, and make copies of such parts of the Work IP so that you can obtain the benefit of the Deliverables.
18. We will indemnify you against all claims for damage, loss, legal costs and expenses by a third party for breach of the third party’s Intellectual Property rights in respect of the Work IP. However, this indemnity will be reduced to the extent that the breach is caused (whether wholly or partly):
    1. By your modification to the Work IP or the incorporation of the Work IP to other works; or
    2. By the use of User Data in the Work IP where the User Data breaches the third party’s Intellectual Property rights.

Term and Termination

19. The Proposal for the Project will be effective from the date that the Proposal is accepted by you and us, and continue until the Due Date or the completion of the Project (whichever occurs later), subject to any earlier termination.

20. Either party may terminate the Proposal for the Project, by providing written notice to the other party with immediate effect (or such other date as provided in the notice), in the following circumstances:

1. 1. A party has materially breached an obligation set out in this Schedule or the relevant Proposal, and have failed to rectify the breach within 30 days of receiving written notice specifying the breach and the desired remedy;
   2. You fail to pay any amount due under this Schedule or the relevant Proposal, in full, within 5 Business Days and fails to pay within 3 Business Days of our written demand for payment; or
   3. If the other party is placed into compulsory or voluntary liquidation, or if an administrator, receiver, or manager and receiver is appointed in respect of any or all of the party’s assets, or the party enters into an arrangement for the benefit of its creditors, but this does not include liquidation, administration, or receivership for the purpose of reconstruction or amalgamation.

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Schedule 2 - PLAYE Direct Standard

Scope of Service and Exclusions

1. The Direct Standard service allows you to receive Introductions from us and engage Creators on the Platform or have your preferred freelancers (who are not already Creators on the Platform) become Creators on the Platform, and use the Platform to assign work and pay the Creators you have engaged.
2. All Creators you engage via the Direct Standard service are freelancers whom you engage directly as your independent contractor. You acknowledge and agree that we have no relationship of employer-and-employee or contractor-and-principal with the Creator. Brands and Creators use our Platform to conveniently automate Work Contracts, invoicing, and payments.
3. If you would like to engage a person who is not already a Creator on our Platform, they will need to be onboarded as a Creator User under the terms and conditions applicable to Creators. Their engagement will be subject to their acceptance of our terms and conditions, and their refusal or breach of those terms and conditions may mean that you will not be able to use their services under the PLAYE Standard service. We reserve the right to refuse to engage a person nominated by you, if we consider it reasonable (at our sole discretion) to do so.
4. As the Creator is an independent contractor of yours, the legal relationship between the Creator and you will be governed by the agreement you enter into with the Creator. As such:
   1. We do not interfere or manage the contractual relationship between the Creator and you;
   2. Our Platform assists the Creator and you in managing the flow of services and payments for the services, but we do not manage the performance of the service; and
   3. All invoices raised on the Platform for the Creator’s services are based on services that the Creator claims to have rendered to you, and the Platform relies on such inputs by the Creator in good faith. If you have any dispute about the Creator’s fees charged, this will need to be resolved with the Creator directly.
5. If we Introduce Creators for your selection, the Recruitment Terms apply in respect of those Creators.

Fees

6. Clauses 7 to 9 in this Schedule apply in addition to the Recruitment Fees provisions in the Recruitment Terms. If you have chosen to use our Direct Standard service with Recruitment, then the Fees provisions in the Recruitment Terms will apply.
7. Platform Fees shall be calculated and charged simultaneously with the Creator Charges.
8. You must use the Platform to create Work Contracts and to manage payments for the Work Contracts.
9. Invoices will be raised on the Platform for all Work Contracts between the Creator and you, on a monthly basis, as well as for our Fees.

Your Responsibilities

10. In the event that superannuation is payable to the Contractor pursuant to section 12 of the Superannuation Guarantee (Administration) Act 1992 (SGAA), you agree to pay the Creator the applicable superannuation in addition to the Price, based on the Contractor Charges. In this regard, you:
    1. Must liaise with the Creator to obtain details of their nominated superannuation fund (the Platform can store and display these details);
    2. Must always comply with the SGAA as the deemed employer under the SGAA; and
    3. Indemnify us against any and all claims for unpaid or underpaid superannuation made by the Creator (or their attorneys, beneficiaries, executors, administrators, or successors) or the Australian Tax Office, including any legal costs and expenses incurred by us in defending against such claims on an lawyer-and-client basis.
11. The Creator is your contractor and we have no control or management over how they perform their services to you. You are solely responsible for:
    1. Ensuring that the Creator is appropriately experienced, qualified, and skilled for the services you have engaged them for;
    2. Properly directing and supervising the Creator to ensure proper delivery of the services you require of them; and
    3. Complying with your obligations under your terms of engagement with the Creator.
12. From the time the Creator is engaged by you, they are deemed to be under your supervision, direction, or control for the duration of the engagement. You:
    1. Hold us harmless and waive any claim against us for the Creator’s acts, errors, or omissions (wilful, negligent, or otherwise);
    2. Will, in all respects, comply with all statutes, by-laws, and legal requirements to which you are subject in engaging the Creator as an independent contractor (or any other type of worker if a competent judicial, quasi-judicial, or regulatory authority determines that the Creator is not an independent contractor); and
    3. Indemnify us against any claims, demands, or payments ordered by the Creator, a court, tribunal or commission, or any regulatory authority with competent jurisdiction in relation to breach of workplace health and safety laws, superannuation law, taxation including but not limited to pay-as-you-go withholdings and income tax, or payroll tax.

Recruitment Terms

13. The following clauses 14 to 17 apply in relation to our Recruitment Service and Creators Introduced in the course of our Recruitment Service.

14. Recruitment Fees
    1. You must pay us the Recruitment Fees for the Recruitment Services as set out in this clause.
    2. Recruitment Fees shall be calculated and charged simultaneously with Creator Charges.
    3. You must use the Platform to create Work Contracts and to manage payments for the Work Contracts.
    4. Invoices will be raised on the Platform for all Work Contracts between the Recruited Creator and you, on a monthly basis.
15. Our Obligations
    1. We will make commercially reasonable efforts to Introduce Creators in accordance with your specified requirements. However, satisfactory performance of a Creator cannot be guaranteed.
    2. We will maintain adequate insurance as required under any applicable law, at such coverage limits in accordance with good professional practice and against insurable risks which may be incurred from the Recruitment services provided.
16. Replacement Warranty
    1. If a Creator Engaged by you for a term of more than 3 months terminates the Engagement within that time (“Warranty Period”), or the circumstances described in clause 17 arise, we will endeavour to find a replacement Creator (“Replacement Warranty”) as long as the following conditions have been met:
       • 1. You have fully paid all Fees to date;
         2. You are not in breach of any obligations under the MSA or this Schedule;
         3. You provided written notice of the termination of the Engagement of the Creator, within 1 Business Day of the effective date of termination;
         4. Your requirements for the Creator has not changed;
         5. There was no change to any law since the initial Engagement of the Creator by you, which would make it legally or commercially non-viable for us to find a replacement;
         6. The Creator did not terminate the Engagement with the you due to your breach of the terms of Engagement;
         7. The Engagement between the Creator and you was not terminated due to a restructure of your business; and
         8. We are given an exclusive opportunity to find a replacement Creator for the Replacement Period.
    2. For the purposes of this clause, the Replacement Period is 3 months.
    3. If the Replacement Warranty conditions are not met, the Replacement Warranty is null and void.
    4. If we are unable to source a suitable replacement Creator during the Replacement Period, we will then (at your discretion) continue to try to find a replacement Creator or credit your Account for the Fees paid. The credit will be valid for 12 months from the date it is provided.
    5. The Replacement Warranty does not apply to any Creator who was a replacement Creator.
17. Unsatisfactory Performance
    1. If the standards of the Creactor’s services prove to be unsatisfactory, we may (at its sole discretion) reduce or waive the Recruitment Fees, provided that:
       1. You notify us of the Creator’s deficient performance in writing, with evidence, within 20 Business Days of their commencement of services to you under the relevant Work Contract; and
       2. You terminate your Engagement with the Creator subject to any termination rights and obligations set out in the contractor/service agreement between them, upon us being satisfied that the Creator’s performance was unsatisfactory.
    2. We must be provided with not less than 1 Business Day advance notice in writing, of the termination of your engagement with the Creator.

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Schedule 3 - PLAYE Direct Premium

Scope of Service and Exclusions

1. The Direct Premium service is a subscription based service, where we engage appropriately skilled Creators for your project, and be responsible for managing their performance.
2. You may nominate Creators that you would like us to engage under this service, or we can Introduce a Creator for you.
3. If you choose for us to Introduce Creators, we will Introduce them to you based on their stated experience and qualifications, and you can select which Creators you would like to work on your project. Once you have selected the Creator, we will engage them as independent contractors and assign them to your project. This differs from Direct Standard where you engage the Creator directly and manage their performance.
4. If you nominate any person who is not already a Creator on our Platform, they will need to be onboarded as a Creator User under the terms and conditions applicable to Creators. Their engagement will be subject to their acceptance of our terms and conditions, and their refusal or breach of those terms and conditions may mean that you will not be able to use their services under the PLAYE Direct Premium service. We reserve the right to refuse to engage a person nominated by you, if we consider it reasonable (at our sole discretion) to do so..
5. If we Introduce Creators for your selection, the Recruitment Terms apply in respect of those Creators.

Fees

6. For clarity, clauses 7 to 9 apply in addition to the Recruitment Fees provisions in the Recruitment Terms.
7. We will charge you our Platform Fees, Professional Fees, and Subscription Fees.
8. Invoices will be raised on the Platform for the Platform Fees, Professional Fees, and Subscription Fees on a monthly basis.
9. In relation to the Subscription Fees, usage limits apply. If you wish to exceed the usage limit for the subscription tier, then you will need to request an upgrade to a higher subscription tier.

Work IP

10. All Work IP created or developed by a Creator shall be automatically assigned to you.
11. If any part of the Work IP is not capable of being assigned to you due to third-party licensing limitations, we will procure via the Creator the grant of a licence or sublicence allowing you to use, store, and make copies of such parts of the Work IP so that you can obtain the benefit of the service performed by the Creator.
12. We will indemnify you against all claims for damage, loss, legal costs and expenses by a third party for breach of the third party’s Intellectual Property rights in respect of the Work IP. However, this indemnity will be reduced to the extent that the breach is caused (whether wholly or partly):
    1. By your modification to the Work IP or the incorporation of the Work IP to other works; or
    2. By the use of User Data in the Work IP where the User Data breaches the third party’s Intellectual Property rights.
13. You hereby indemnify us against any and all investigative actions, demands, claims by third parties for damage or loss, and our legal costs and expenses of responding to such actions and demands or defending against such claims, arising from alleged breach of any advertising laws, regulations, and codes, and for any allegation of misleading or deceptive statements contained in Your Content.

Superannuation

14. If superannuation is payable to the Creator pursuant to section 12 of the Superannuation Guarantee (Administration) Act 1992 (“SGAA”), you agree to pay the applicable superannuation in addition to the Fees, based on the Creator Charges. In this regard:
    1. We will inform you if superannuation is payable to the Creator;
    2. We will liaise with the Creator to obtain details of their nominated superannuation fund;
    3. We will, on a monthly basis or otherwise in accordance with the SGAA, raise invoices for superannuation payments, which will be in addition to the Price;
    4. You must promptly pay all superannuation as and when they fall due, in accordance with the invoices.

Our Responsibilities

15. Subject to any limiting provisions in this Schedule, we will be responsible for ensuring that we comply with all of our obligations toward the Creator in respect of pay-as-you-go tax withholdings, superannuation, payroll tax, and workplace health and safety.
16. Our liability for the Creator’s errors or omissions in relation to the services provided for you will be reduced:
    1. To the extent that any alleged deficiency in service is caused by you not providing sufficiently accurate and timely direction, requirements specifications, or feedback so that the Creator could not reasonably have performed the services;
    2. To the extent that the alleged deficiency in service is caused solely or primarily due to the Creator’s work being intermingled with work performed by others (not being Creators engaged by you under the Direct Premium service) that are of deficient quality;

but in all cases, the maximum extent of our liability will be limited to the amount of Fees received in respect of the Work Contract to which the liability relates.

17. For the purpose of clause 17, we will consult with you in good faith to determine whether a Creator has performed their services with due care and diligence. Nevertheless, the final determination on the Creator’s performance level will be made at our sole discretion.
18. Our maximum liability in respect of any deficiency in a Creator’s services under this Schedule, shall be limited to:
    1. The resupply of the Creator’s services to you; or
    2. If the Creator is unable or unwilling to resupply the services, then a refund of the Price you have paid to us for the Creator’s services.

Your Responsibilities

19. You must provide us and the Creator with all information, documents, and resources reasonably required to perform the services for you under the relevant Service Order and Work Contract.
20. You must also make available your Personnel who have sufficient knowledge and authority regarding the services you require from the Creator and us, for consultation and clarification.
21. Failure to comply with clauses 20 or 21 may result in delay or inability to provide you the services requested under the relevant Service Order or Work Contract, and neither us nor the Creator will be responsible for such delay or failure to complete the services.
22. You acknowledge and agree that you have shared responsibility with us for providing a safe working environment for the Creator. This includes physical risk assessment and mitigation, as well as psycho-social hazards such as bullying and harassment. You must notify us in writing:
    1. of any workplace risks that may adversely affect the Creator’s well-being;
    2. any incidences of bullying, harassment, injury, or illness involving the Creator; and
    3. your policies and procedures regarding workplace health and safety.

Recruitment Terms

23. The following clauses 24 to 27 apply in relation to our Recruitment Service and Creators Introduced in the course of our Recruitment Service.

24. Recruitment Fees
    1. You must pay us the Recruitment Fees for the Recruitment Services as set out in this clause.
    2. Recruitment Fees shall be calculated and charged simultaneously with Creator Changes.
    3. You must use the Platform to create Work Contracts and to manage payments for the Work Contracts.
    4. Invoices will be raised on the Platform for all Work Contracts between the Recruited Creator and you, on a monthly basis.
25. Our Obligations
    1. We will make commercially reasonable efforts to Introduce Creators in accordance with your specified requirements. However, satisfactory performance of a Creator cannot be guaranteed.
    2. We will maintain adequate insurance as required under any applicable law, at such coverage limits in accordance with good professional practice and against insurable risks which may be incurred from the Recruitment services provided.
26. • Replacement Warranty
      1. If a Creator Engaged by you for a term of more than 3 months terminates the Engagement within that time (“Warranty Period”), or the circumstances described in clause 27 arise, we will endeavour to find a replacement Creator (“Replacement Warranty”) as long as the following conditions have been met:
         1. You have fully paid all Fees to date;
         2. You are not in breach of any obligations under the MSA or this Schedule;
         3. You provided written notice of the termination of the Engagement of the Creator, within 1 Business Day of the effective date of termination;
         4. Your requirements for the Creator has not changed;
         5. There was no change to any law since the initial Engagement of the Creator by you, which would make it legally or commercially non-viable for us to find a replacement;
         6. The Creator did not terminate the Engagement with the you due to your breach of the terms of Engagement;
         7. The Engagement between the Creator and you was not terminated due to a restructure of your business; and
         8. We are given an exclusive opportunity to find a replacement Creator for the Replacement Period.
      2. For the purposes of this clause, the Replacement Period is 3 months.
      3. If the Replacement Warranty conditions are not met, the Replacement Warranty is null and void.
      4. If we are unable to source a suitable replacement Creator during the Replacement Period, we will then (at your discretion) continue to try to find a replacement Creator or credit your Account for the Fees paid. The credit will be valid for 12 months from the date it is provided.
      5. The Replacement Warranty does not apply to any Creator who was a replacement Creator
27. Unsatisfactory Performance
    • If the standards of the Creator’s services prove to be unsatisfactory, we may (at our sole discretion) reduce or waive the Recruitment Fees, provided that you notify us of the Creator’s deficient performance in writing, with evidence, within 20 Business Days of their commencement of services to you under the relevant Work Contract.

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Schedule 4 - PLAYE Employ

Definitions

1. The following definitions apply to this Schedule:

• Placed Creator means a Creator placed in your business in the course of PLAYE Employ services.
• Placement means the Creator being approved by you, employed by us, and assigned to work on your projects or tasks under PLAYE Employ services.
• All other defined terms have the same meanings as in clause 3 of the General Terms.

Scope of Service and Exclusions

2. The PLAYE Employ service is an employer-of-record service where we can either Introduce and employ Creators, or employ Creators who we have not Introduced but you nominate, as our employees and place them in your business to work for you.
3. The PLAYE Employ service is similar to Direct Premium, except that the Creator is our employee, not an independent contractor. Please beware that we have the sole right to determine whether we will employ a person nominated by you.
4. If we Introduce Creators for your selection, the Recruitment Terms apply in respect of those Creators.

Fees

5. For clarity, clauses 6 to 8 apply in addition to the Recruitment Fees provisions in the Recruitment Terms.
6. We will charge you our Platform Fees, Professional Fees, and Subscription Fees.
7. Invoices will be raised on the Platform for the Platform Fees, Professional Fees, and Subscription Fees on a monthly basis.
8. In relation to the Subscription Fees, usage limits apply. If you wish to exceed the usage limit for the subscription tier, then you will need to request an upgrade to a higher subscription tier.

Work IP

9. All Work IP created or developed by a Creator shall be automatically assigned to you.
10. If any part of the Work IP is not capable of being assigned to you due to third-party licensing limitations, we will procure the grant of a licence or sublicence allowing you to use, store, and make copies of such parts of the Work IP so that you can obtain the benefit of the service performed by the Creator.
11. We will indemnify you against all claims for damage, loss, legal costs and expenses by a third party for breach of the third party’s Intellectual Property rights in respect of the Work IP. However, this indemnity will be reduced to the extent that the breach is caused (whether wholly or partly):
    1. By your modification to the Work IP or the incorporation of the Work IP to other works; or
    2. By the use of User Data in the Work IP where the User Data breaches the third party’s Intellectual Property rights.

Our Responsibilities

12. To the maximum extent permitted by law and subject to any contrary provision in this Schedule, our maximum liability will be limited to the amount of Fees received under the relevant Service Order for this service.
13. We will be responsible for ensuring that we comply with all of our obligations toward the Creator in respect of pay-as-you-go tax withholdings, superannuation, payroll tax, and workplace health and safety. The limitation under clause 12 shall not apply to our liability under this clause, but our liability with respect to workplace health and safety is subject to clause 18.
14. Under no circumstances will we be liable for any error or omission made by a Creator. You acknowledge and accept you are solely responsible for properly directing, supervising, and controlling the manner, method, quality, and timing of work that you assign to the Creator and that we have no operational control over such matters.
15. We will take reasonable steps to address any underperformance of a Creator, provided that you give us written notice of such issues as early as possible, setting out in detail your expectations regarding their level of performance (which must be reasonable in consideration of the Creator’s education, experience, and training in the duties and tasks relevant to their role), reasonable timeframe in which to improve performance to a satisfactory level, and any training that may be required for the Creator to facilitate performance improvement. If you are not satisfied with our actions in this regard, you may request the Creator to be replaced with another, but shall otherwise have no other remedy against us, unless the Creator is a Recruited Creator (in which case your remedy will be subject to the Recruitment Terms in this Schedule).

Your Responsibilities

16. You acknowledge and accept that we do not have day-to-day control or oversight over the work performed by the Creator. You accept sole responsibility for the proper direction and supervision of the Creator in relation to the work they perform for you.
17. You agree to work cooperatively with us when experiencing problems with the performance of a Creator, and to provide us the information required under clause 15 in a timely manner.
18. You acknowledge and agree that you have shared responsibility with us for providing a safe working environment for the Creator. This includes physical risk assessment and mitigation, as well as psycho-social hazards such as bullying and harassment. You must notify us in writing:
    1. of any workplace risks that may adversely affect the Creator’s well-being;
    2. any incidences of bullying, harassment, injury, or illness involving the Creator; and
    3. your policies and procedures regarding workplace health and safety.

Recruitment Terms

19. The following clauses 20 to 24 apply in relation to our Recruitment Service and Creators Introduced in the course of our Recruitment Service.

20. Recruitment Fees
    1. You must pay us the Recruitment Fees for the Recruitment Services as set out in this clause.
    2. Recruitment Fees shall be calculated and charged simultaneously with Creator Charges.
    3. You must use the Platform to create Work Contracts and to manage payments for the Work Contracts.
    4. Invoices will be raised on the Platform for all Work Contracts between the Recruited Creator and you, on a monthly basis.
21. Our Obligations
    1. We will make commercially reasonable efforts to Introduce Creators in accordance with your specified requirements. However, satisfactory performance of a Creator cannot be guaranteed.
    2. We will maintain adequate insurance as required under any applicable law, at such coverage limits in accordance with good professional practice and against insurable risks which may be incurred from the Recruitment services provided.
22. Replacement Warranty
    1. If a Creator Placed with you for a term of more than 3 months resigns or their employment with us is terminated at our initiative (“Warranty Period”), or the circumstances described in clause 23 arise, we will endeavour to find a replacement Creator (“Replacement Warranty”) as long as the following conditions have been met:
       1. You have fully paid all Fees to date;
       2. You are not in breach of any obligations under the MSA or this Schedule;
       3. Your requirements for the Creator has not changed;
       4. There was no change to any law since the initial Placement of the Creator by you, which would make it legally or commercially non-viable for us to find a replacement;
       5. The termination of the Creator’s employment was not caused by your coercion, bullying, harassment, or other unlawful or unreasonable action, or due to the role no longer being required to be filled in your business; and
       6. We are given an exclusive opportunity to find a replacement Creator for the Replacement Period.

2. For the purposes of this clause, the Replacement Period is 3 months.
3. If the Replacement Warranty conditions are not met, the Replacement Warranty is null and void.
4. If we are unable to source a suitable replacement Creator during the Replacement Period, we will then (at your discretion) continue to try to find a replacement Creator or credit your Account for the Fees paid. The credit will be valid for 12 months from the date it is provided.
5. The Replacement Warranty does not apply to any Creator who was a replacement Creator.

23. Unsatisfactory Performance

If the performance of a Placed Creator proves to be unsatisfactory, we may (at our sole discretion) reduce or waive the Recruitment Fees, provided that you notify us of the Creator’s deficient performance in writing, with evidence, within 20 Business Days of their Placement with you.