Master Services Agreement

Version v2.8, 13 October 2026 — in force from 13 October 2026.

Parties

1. DMND Holdings Pty Ltd (ACN 657 968 860, ABN 68 657 968 860), trading as Get Hands Group, of 8/26 Davison Street, Richmond VIC 3121, Australia (the Supplier); and

2. the client named when the terms are accepted (Registration number as recorded on acceptance) of as recorded on acceptance (the Client).

This Agreement was accepted on the date recorded on acceptance by the person who accepts (their title), by electronic signature (typed name, consent, and a one-time code emailed to the signer).

Recitals

A. The Supplier supplies offshore talent to businesses as dedicated team members (Seats) and as a managed creative production service (Studio).

B. This Agreement sets out the master terms on which the Supplier supplies those services. The commercial details of each Seat are set out in a Seat Schedule. Studio is supplied on the Studio Subscription Terms, and a Studio Test Drive is supplied on the Test Drive Terms.

The parties agree as follows:

1. Definitions and interpretation

1.1 Definitions. In this Agreement:

ACL means the Australian Consumer Law in Schedule 2 to the Competition and Consumer Act 2010 (Cth).

Agreement means this Master Services Agreement, every Service Document, the DPA, and any document expressly incorporated by reference in any of them.

Billing Period means a calendar month (in respect of a Seat, including the part month in which it starts or ends) or, in respect of a Studio Subscription, each monthly period commencing on its start date or on a Renewal Date.

Brief, Delivery, Job and Plan Rate have the meanings given in the Studio Subscription Terms.

Business Day means a day other than a Saturday, Sunday or public holiday in Melbourne, Victoria. Where this Agreement allows the Client a number of Business Days within which to do something, those Business Days are counted by reference to the place where the Client is located if that gives the Client a longer period.

Client Data means the Client Materials and any other data (including personal information) of the Client or its customers that the Supplier or its Personnel hold or are able to access in performing the Services.

Client Materials means all content, data, brand assets, information, instructions, access credentials and other materials provided to the Supplier or its Personnel by or on behalf of the Client.

Commencement Date means the date on which the Client first accepts this Agreement.

Confidential Information means information of a party (the Discloser) that is disclosed to or accessed by the other party (the Recipient) in connection with this Agreement and that is marked confidential or that a reasonable person would understand to be confidential. It includes without limitation the terms and pricing of this Agreement, the Client Materials, and the Supplier's tests, Level standards, methods, Personnel data and pricing models.

Data Protection Laws means the Privacy Act 1988 (Cth) including the Australian Privacy Principles (APPs), the Privacy Act 2020 (NZ), the UK GDPR and the Data Protection Act 2018 (UK), the EU GDPR, and United States federal and state privacy laws, in each case to the extent they apply to a party.

Deliverables means all work product that Personnel create for the Client in performing the Services. Studio Deliverables means Deliverables produced under the Studio Subscription Terms or the Test Drive Terms.

DPA means the Get Hands Data Processing Addendum, as updated in accordance with clause 21.

Enhanced Cap has the meaning given in clause 16.2.

Fees means all amounts payable by the Client under this Agreement, including without limitation Seat Fees, Studio Fees, Test Drive Fees, top-ups, add-ons and any Placement Fee.

General Cap has the meaning given in clause 16.1.

GST has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Hourly Rate means the hourly rate for a Seat set out in its Seat Schedule, as varied in accordance with that Seat Schedule.

Insolvency Event means, in respect of a party, that the party becomes unable to pay its debts as they fall due, has a liquidator, administrator, receiver or similar officer appointed, enters into an arrangement with its creditors, or suffers anything having a similar effect in any jurisdiction.

Intellectual Property Rights means all present and future rights in copyright, designs, trade marks, patents, confidential information, know-how, databases and any other intellectual property, whether registered or unregistered, anywhere in the world.

Level means Intern, Intermediate, Expert or Specialist (in ascending order), as described in the Supplier's published Level standards.

Non-excludable Rights has the meaning given in clause 15.5.

Personnel means the individuals whom the Supplier engages to deliver the Services, whether as independent contractors, as employees, or through a related entity or an employer-of-record partner, including each Seat Person and each Studio Maker. Most Personnel are located outside Australia.

Personnel Countries means the countries listed in clause 14.3(b) and any country added under clause 5.8, as listed in the DPA and in the client app or, until available there, provided by the Supplier on request.

Placement Fee has the meaning given in clause 11.3.

PPSA means the Personal Property Securities Act 2009 (Cth).

Published Promises means the Right Hands Guarantee in each Seat Schedule, the Studio Promise in the Studio Subscription Terms, and the Test Drive refund and credit in the Test Drive Terms.

Refund and Cancellation Policy means the Supplier's refund and cancellation policy published on the Supplier's website for the Client's market at the time the relevant Service Document is accepted.

Renewal Date means the date in each month on which a Studio Subscription renews, being the same day of the month as its start date (or the last day of a month that has no such day).

Restricted Data has the meaning given in clause 14.6.

Restricted Period has the meaning given in clause 11.1.

Restricted Person has the meaning given in clause 11.1.

Seat means a dedicated Seat Person supplied to the Client under a Seat Schedule.

Seat Fees means the fees for a Seat calculated under the relevant Seat Schedule.

Seat Person means the individual named in a Seat Schedule, and any replacement.

Seat Schedule (also called a Seats Order Form) means an order for one Seat, in the form the Supplier issues from time to time, signed by the Client and either signed by the Supplier or acted on by the Supplier (for example, by starting the Seat Person).

Security Overview means the Supplier's written description of its security measures, as provided to the Client on request and as updated in accordance with clause 21.2.

Service Document means a Seat Schedule, the Studio Subscription Terms or the Test Drive Terms.

Services means the Seats, Studio and Test Drive services and any related services supplied under this Agreement.

Studio Fees and Studio Subscription have the meanings given in the Studio Subscription Terms.

Studio Maker means an individual member of Personnel who produces Studio work.

Studio Subscription Terms (also called the Studio Terms) means the Get Hands Studio Subscription Terms, as accepted by the Client.

Supplier Materials means the Supplier's platform, client app, talent app, tests, Level standards, methods, templates, presets, SOP libraries, tools, know-how and training materials, and all improvements to them, whether existing before or developed during the Term, but excluding any Deliverable and any Client Materials.

Term has the meaning given in clause 4.1.

Test Drive, Test Drive Fee and Test Drive Terms mean a Studio Test Drive, the fee for it (as defined in the Test Drive Terms) and the Get Hands Studio Test Drive Terms, as accepted by the Client.

1.2 Interpretation. In this Agreement, unless the context requires otherwise:

(a) headings are for convenience only and do not affect interpretation;

(b) the singular includes the plural and the reverse, and a reference to a gender includes all genders;

(c) the words "including", "includes" and similar expressions are not words of limitation;

(d) a reference to a law or to legislation includes any amendment, re-enactment or replacement of it and any subordinate legislation or other instrument made under it;

(e) "writing" and "written notice" include email and notices given through the notice or request features of the Supplier's client app, but do not include chat or instant messages;

(f) "days" means calendar days unless Business Days are stated;

(g) a reference to a person includes a body corporate, a reference to a party includes its successors and permitted assigns, and "related body corporate" has the meaning given in the Corporations Act 2001 (Cth), applied as if a foreign entity were a body corporate;

(h) amounts are exclusive of GST, VAT and sales taxes unless stated otherwise, a reference to "$" or "AUD" is to Australian dollars unless stated otherwise, and "AUD $", "£" and "US$" mean Australian dollars, pounds sterling and United States dollars respectively;

(i) a reference to a clause or Schedule is to a clause of, or Schedule to, this Master Services Agreement unless another document is named; and

(j) no rule of construction applies to the disadvantage of a party on the basis that that party prepared this Agreement.

In this Agreement, "must" imposes an obligation, "must not" imposes a prohibition and "may" confers a discretion or permission. "Will" is used only to state a matter of future fact or within quoted text, and does not of itself impose an obligation.

2. Structure of the Agreement and order of precedence

2.1 Master agreement. This Agreement governs every Seat Schedule, every Studio Subscription and every Test Drive between the parties. Each Seat Schedule, each Studio Subscription and each Test Drive constitutes a separate contract that incorporates this Agreement, so that the ending of one does not end any of the others.

2.2 Order of precedence. If there is any inconsistency between the documents comprising this Agreement, the following order of precedence applies to the extent of the inconsistency:

(a) a special condition in a Seat Schedule or an Order (as defined in the Studio Subscription Terms) that expressly states that it overrides another document;

(b) the DPA, in relation to personal information, except that another part of this Agreement applies where it gives the Client greater protection, and clause 16 applies to liability under the DPA;

(c) the Service Document, in respect of the Services it covers and, in the case of a Test Drive, the Test Drive Terms in priority to the Studio Subscription Terms; and

(d) the remainder of this Agreement.

2.3 More favourable rights. If the Refund and Cancellation Policy, or the full stated conditions of a Published Promise on the client terms page of the Supplier's website, for the Client's market, confers on the Client a right that is more favourable to the Client than this Agreement, the Client has that right. The Refund and Cancellation Policy and those conditions are to be read as published on the date on which the relevant Service Document was accepted (and the Supplier must keep a copy of each version), or as later published if that is more favourable to the Client. No later change reduces the Client's rights under an existing Service Document. Headlines, advertisements and short summaries of a Published Promise are subject to its full stated conditions.

2.4 No other terms. Terms contained in a purchase order of the Client, a supplier portal, an invoice-approval system or any similar document do not form part of this Agreement, even if the Supplier acknowledges or accepts that document.

3. Acceptance and formation

3.1 Seats. The Client accepts this Agreement in respect of Seats by signing it electronically together with its first Seat Schedule. Each subsequent Seat is formed when the Client signs a Seat Schedule and the Supplier signs it or acts on it (for example, by starting the Seat Person).

3.2 Studio and Test Drive. The Client accepts this Agreement in respect of Studio by ticking an unticked box at checkout (or in the client app) that links to this Agreement, the DPA, the Studio Subscription Terms, the Refund and Cancellation Policy and, for a Test Drive, the Test Drive Terms, and by completing payment. A Client that acquires only Studio is bound by this Agreement both by reason of that acceptance and as incorporated into the Studio Subscription Terms. A Studio Subscription or Test Drive is formed when payment is completed. If the Supplier is unable to supply it, the Supplier must notify the Client within 1 Business Day and refund the payment in full.

3.3 Records. The Supplier must record the version and fingerprint of each document accepted, the time of acceptance, the person accepting, the method of acceptance and, for online acceptance, the wording of the tick box, the IP address and the browser. The Supplier must provide the Client with a copy of each accepted document in the client app. That record is evidence of acceptance in the absence of manifest error.

3.4 Authority. The individual accepting this Agreement on behalf of the Client warrants that they are authorised to bind the Client. An acceptance, order or approval made through a user account that the Client has set up in the client app binds the Client.

3.5 Business purposes. The Client acquires the Services for the purposes of its business. This clause 3.5 does not affect any right the Client has as a consumer under the ACL (see Schedule 1).

3.6 Electronic transactions. Each party consents to this Agreement being formed, signed, varied and notified electronically, and to receiving documents electronically, for the purposes of the Electronic Transactions Act 1999 (Cth) and the equivalent laws of the States and Territories and of the Client's country. The parties agree that the methods the Supplier uses to identify a signer and to indicate the signer's intention (being a typed name with a one-time code sent to the signer's email address for electronic signature, or a signed-in user ticking a box for online acceptance) are as reliable as is appropriate for the purpose.

4. Term

4.1 Term. This Agreement commences on the Commencement Date and continues, including between engagements, until it is ended in accordance with clause 4.2 or clause 19 (the Term).

4.2 Ending the master agreement. At any time when no Seat Schedule, Studio Subscription or Test Drive is in force and no amount is owing, either party may end this Agreement by written notice to the other party.

5. The Services

5.1 Supply. The Supplier must supply the Services described in each Service Document in accordance with this Agreement.

5.2 Standard of performance. The Supplier must perform the Services:

(a) with due care, skill and diligence, consistent with good industry practice;

(b) through Personnel who have passed the Supplier's tests for their stated Level and role;

(c) in compliance with all laws that apply to the Supplier in performing the Services; and

(d) in accordance with the Published Promises.

5.3 Seats. A Seat is a dedicated Seat Person who works on the Client's tasks, under the Client's day-to-day direction, for the hours set out in the Seat Schedule. The Supplier engages the Seat Person and supplies the Seat Person to the Client, and is responsible for the Seat Person's vetting, Level, pay, equipment (where the Seat Schedule so provides), security baseline and replacement.

5.4 Studio. Studio comprises finished creative work produced by Studio Makers, checked by an art director, and supplied in monthly hours under the Studio Subscription Terms, or as a one-off Test Drive under the Test Drive Terms.

5.5 Personnel and subcontracting. The Supplier may deliver the Services through Personnel and through subcontractors, including without limitation related entities and employer-of-record partners in the countries where Personnel are located. Before any of them has access to Client Data, the Supplier must bind them in writing to confidentiality, privacy, security and intellectual property obligations consistent with this Agreement. Technology providers listed in the DPA are bound on their standard data-processing terms. The Supplier remains responsible for the acts and omissions of its Personnel and subcontractors in performing the Services as if they were its own acts and omissions.

5.6 Personnel are not the Client's employees. Personnel are not employees, contractors or agents of the Client. The Client must not pay Personnel directly, enter into side arrangements with them, or provide them with benefits, except through the Supplier. The Supplier must pass bonuses paid through the bonus feature of the client app to the Seat Person in full.

5.7 Client policies and agreements with Personnel. The Client must not ask Personnel to sign an agreement with the Client. If the Client wishes Personnel to follow its IT, security or conduct policies or to sign its confidentiality terms, the Client must provide them to the Supplier, and the Supplier must arrange the written acknowledgement of the relevant Personnel.

5.8 Location of Personnel. Each Seat Schedule identifies the country in which the Seat Person is based. Studio Makers are based in the Personnel Countries. The Supplier may add Personnel Countries as it sees fit, by giving the Client at least 7 days' written notice, by email and in the client app, before Personnel in a country that is not then a Personnel Country access Client Data, as provided in the DPA. Within those 7 days the Client may object and, if the objection is not resolved, end the affected Services without penalty, as provided in the DPA.

6. Client obligations

6.1 Cooperation. The Client must provide, in a timely manner, the information, Client Materials, access, decisions and approvals that the Supplier reasonably requires. The Supplier is not liable for any delay or failure to the extent caused by the Client's failure to do so.

6.2 Direction of Seats. The Client directs each Seat Person's day-to-day tasks and is responsible for its own instructions, its decisions and its use of the output. The Client must keep the work within the role and Level specified in the Seat Schedule and must notify the Supplier promptly if the role changes.

6.3 Systems access. In respect of each Seat, the Client must:

(a) grant only the access the role requires, and require multi-factor authentication;

(b) create accounts against the work email address issued to the Seat Person by the Supplier where the Client's systems allow; and

(c) remove the Seat Person's access to its systems on the day on which a Seat ends, or on the day on which the Supplier notifies the Client that a person has been removed, and confirm the removal in writing.

6.4 Lawful and respectful conduct. The Client must not ask Personnel to act unlawfully, to infringe any person's rights, or to work outside agreed hours without approval, and must treat Personnel with respect and without harassment or discrimination.

6.5 Client Materials. The Client warrants that it holds all rights, licences and consents needed for the Supplier and its Personnel to use the Client Materials to perform the Services, and that the Client Materials and the Client's instructions are lawful.

6.6 Content approved by the Client. The Client is responsible for the accuracy and lawfulness of the facts, claims, offers, testimonials, pricing and regulated statements in any Deliverable that it approves for use. The Supplier may flag apparent risks but does not provide legal advice.

6.7 Users. The Client is responsible for the users it invites to the client app and for the security of their sign-in credentials.

7. Fees

7.1 Fees. The Client must pay the Fees set out in each Service Document, in the currency stated in that Service Document (AUD, GBP or USD according to the Client's market; Clients in New Zealand are billed in AUD).

7.2 Seat Fees. Seat Fees are payable monthly in advance and are adjusted for the hours actually worked, in accordance with the Seat Schedule.

7.3 Studio Fees. Studio Fees, top-ups, add-ons and Test Drive Fees are payable in advance in accordance with the Studio Subscription Terms and the Test Drive Terms.

7.4 Price list. Where a Service Document refers to the Supplier's current price list, that reference is to the price list published in the client app (or provided in writing) for the Client's market on the date on which the relevant Service Document or order is accepted.

7.5 No surcharges or fees for late payment or disputes. The Supplier must not charge card surcharges, late-payment administration fees or fees in respect of payment disputes. Interest under clause 9.4, and the reasonable costs of recovering an undisputed amount after notice under clause 9.5 (including without limitation collection-agency and legal costs), are the only amounts payable by reason of a payment being late.

8. Invoicing and payment

8.1 Invoices. The Supplier must issue tax invoices (or, for Clients outside Australia, invoices) in accordance with each Service Document.

8.2 Payment terms. Unless a Service Document provides otherwise, each invoice is due for payment within 7 days of its date.

8.3 Payment methods. Payments are processed by the Supplier's payment provider (currently Airwallex) by bank transfer, card or direct debit where offered. The Supplier does not see or store full card numbers. Where the Client sets up a direct debit, the direct debit request and service agreement presented at set-up apply.

8.4 Authority to charge. Where the Client saves a card or debit authority, the Client authorises the Supplier to charge it for each Studio renewal, for each invoice when it falls due, and for any amount the Client approves in the client app (including automatic top-ups within a cap the Client sets). The Supplier must not charge to a saved card or debit authority any amount the Client has disputed under clause 8.5, any Placement Fee, or any amount not described in the preceding sentence, without the Client's approval. The Client may withdraw the authority at any time in the client app, and must then pay by another method.

8.5 Disputed invoices and corrections. If the Client disputes an invoice in good faith, the Client must notify the Supplier in writing, with itemised reasons, within 14 days of the invoice date, and must pay the undisputed portion by the due date. An amount not disputed in that manner is an undisputed amount for the purposes of clause 9. If a disputed amount is subsequently agreed or determined to be payable, interest runs from its original due date. The Supplier must not charge interest on, or suspend Services by reason of, a disputed portion while the parties work in good faith to resolve the dispute. Either party may correct a genuine error in an invoice at any time, including after the 14 days. If an invoice charges for hours that were not worked, the Supplier must credit the difference on the next invoice or, if the Client so requests or no further invoice is due, refund it.

8.6 Chargebacks. The Client should contact the Supplier before disputing a payment with its bank or card issuer. While a chargeback is open, the Supplier may pause new work on the order concerned. If the bank or card issuer determines that the charge was valid, the amount remains payable and, if it is unpaid, is treated as overdue under clause 9 from the date of that determination. The Supplier must not charge a fee for a chargeback.

9. Late payment and suspension

9.1 Reminders. If an amount is overdue, the Supplier must send a reminder and attempt to contact the Client by telephone or video call. A failure to reach the Client does not delay the operation of clause 9.2. The written notice under clause 9.2(b) may be given at any time after the due date.

9.2 Suspension. The Supplier may suspend the Seats or Studio Subscription to which the overdue amount relates if an undisputed amount remains unpaid:

(a) at least 10 days after its due date; and

(b) at least 3 Business Days after the Supplier's written notice that specifies the amount and states that the Supplier may suspend.

A suspension must in every case be confirmed by a member of the Supplier's staff and is never automatic. The Supplier must resume the Services within 1 Business Day after the overdue amount is paid.

9.3 During suspension. While a Seat is suspended, Seat Fees do not accrue (and any amount paid in advance for those days is credited), the Supplier may assign the Seat Person to other work, and the Supplier cannot guarantee the same Seat Person on resumption. While a Studio Subscription is suspended, paid hours are frozen and are not forfeited, and their expiry dates are deferred by the length of the suspension.

9.4 Interest. Interest accrues on overdue undisputed amounts from 7 days after the due date until payment, calculated daily, at:

(a) for amounts in AUD: 10% per annum, simple;

(b) for UK Clients paying in GBP: the rate of statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 (UK), which the parties agree is a substantial remedy; the Supplier must not claim the fixed sums or recovery costs under that Act; and

(c) for US Clients paying in USD: 1% per month, simple, or the highest lawful rate if that is lower.

9.5 Termination for non-payment. If an undisputed amount remains unpaid 30 days after its due date, the Supplier may, after giving at least 5 Business Days' written notice, terminate the affected Seat Schedules or Studio Subscription, and may refer the debt for collection.

10. Taxes

10.1 Australia. Fees exclude GST. Where GST applies to a supply, the Client must pay an additional amount equal to the GST, at the same time as the Fee, on receipt of a tax invoice. If the GST payable on a supply changes, the Supplier must issue an adjustment note and the parties must make the adjusting payment.

10.2 Clients outside Australia. The Supplier must treat supplies to non-resident Clients as GST-free where the law allows. The Client must notify the Supplier if any Services will be provided to a person or entity in Australia. If GST becomes payable because information provided by the Client was wrong or incomplete, the Client must pay that GST, together with any interest and penalties, on demand.

10.3 United Kingdom. For UK business Clients, the reverse charge applies and the Client must account for any UK VAT. The Client must provide its VAT number or other evidence of business status; if it does not do so, the Supplier may charge any VAT that applies.

10.4 United States. Fees exclude sales and use taxes. Where the Supplier is required to collect a state or local tax, the Supplier must add it as a separate line on the invoice. Otherwise, the Client is responsible for any use tax.

10.5 New Zealand. NZ GST is added only where New Zealand law requires the Supplier to charge it.

10.6 Withholding. If the Client is required by law to withhold tax from a payment, the Client must notify the Supplier before making the payment. The Supplier must provide any available form that reduces or removes the withholding. If withholding still applies, the Client must pay such additional amount as is necessary to ensure that the Supplier receives the full amount invoiced.

11. Personnel: non-solicitation and placement fee

11.1 Non-solicitation. In respect of each Restricted Person, during the period in which the Supplier supplies that individual to the Client and for 12 months after the last day on which that individual performs work for the Client (the Restricted Period), the Client must not, and must ensure that its related bodies corporate do not, directly or indirectly:

(a) employ, engage or contract that individual; or

(b) engage that individual through another business, including without limitation a related entity, another staffing provider or a freelance platform,

without the Supplier's prior written consent. A Restricted Person is each Seat Person, each named backup person who has performed work for the Client, and each Studio Maker whose name was shown to the Client in the client app and who performed at least 10 hours of work on the Client's account in any 6-month period. This clause 11.1 does not apply to an individual after the Supplier has ended the supply of that individual's Seat for convenience, or because the Supplier ceased supplying in the Client's market, other than as a replacement under the Service Document.

11.2 Request for consent. If the Client wishes to engage a Restricted Person directly, the Client may request the Supplier's consent. The Supplier may consent in writing on terms it sets out at the time, which may include a fee not exceeding the Placement Fee.

11.3 Placement Fee. If the Client breaches clause 11.1, the Client must pay the Supplier, within 7 days of the Supplier's invoice, a placement fee (the Placement Fee) equal to:

(a) for an individual who has held a Seat for the Client: 13 weeks of Seat Fees, calculated as the individual's latest Hourly Rate multiplied by the weekly hours in their latest Seat Schedule, multiplied by 13;

(b) for a named backup person who has not held a Seat for the Client: the amount in clause 11.3(a) for the Seat for which they were the backup; or

(c) for a Studio Maker who has not held a Seat for the Client: 13 weeks of fees at the Supplier's published full-time hourly rate for the individual's Level and role in the Client's market on the date of the breach, for the average weekly hours the individual worked on the Client's account over their last 8 weeks of work on it, with a minimum of 10 and a maximum of 38 hours per week.

11.4 Basis of the Placement Fee. The parties agree that the Supplier has a legitimate interest in recovering the investment it makes in each individual and in the continuity of its supply relationships, and that the Placement Fee is a genuine pre-estimate of the Supplier's loss, including without limitation the cost of sourcing, testing, levelling, onboarding and equipping the individual, the cost of replacing the individual, and lost margin. The Placement Fee is not a penalty. It is the Supplier's only monetary remedy for that breach in respect of that individual.

11.5 Moving a Studio Maker to a Seat. The Client may move a Studio Maker into a Seat supplied by the Supplier at the Supplier's published Seat rate, and no Placement Fee is payable in that case.

11.6 Survival. This clause 11 survives termination of this Agreement for the Restricted Period.

12. Intellectual property

12.1 Supplier Materials. The Supplier and its licensors retain all Intellectual Property Rights in the Supplier Materials.

12.2 Client Materials. The Client retains all Intellectual Property Rights in the Client Materials. The Client grants the Supplier and its Personnel a non-exclusive, royalty-free licence to use the Client Materials solely for the purpose of performing the Services.

12.3 Ownership passes on payment. Subject to clauses 12.5 to 12.7, the Supplier assigns to the Client all Intellectual Property Rights in each Deliverable, with effect from the time at which the invoice for the Fees for the Services in which that Deliverable was created is paid in full. Until then, those rights remain with the Supplier. Because Studio Subscriptions are paid in advance, Studio Deliverables are ordinarily assigned on Delivery (as defined in the Studio Subscription Terms); the Test Drive Terms determine when Test Drive work is assigned. A payment that is reversed, charged back or refunded is treated as not having been made: an assignment that depended on it does not take effect or, if it has taken effect, the Client assigns those rights back to the Supplier.

12.4 Use before payment. Until a Deliverable is assigned, the Supplier grants the Client a non-exclusive, royalty-free licence to use, copy and adapt it for the Client's business. If an undisputed part of an invoice remains unpaid 30 days after its due date and 10 Business Days after the Supplier's written notice, that licence terminates in respect of the Deliverables covered by that invoice, whether or not any Service Document remains in force, and the Client must cease using them until the invoice is paid in full, whereupon the licence revives and clause 12.3 applies. The preceding sentence does not apply to work created inside, or already incorporated into, the Client's own systems, data, documents or software in the ordinary course of a Seat, which the Client may continue to use while the Supplier recovers the debt.

12.5 Supplier Materials in Deliverables. To the extent that a Deliverable incorporates Supplier Materials or materials that Personnel created before and independently of the Services, the Supplier grants the Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence to use those materials as part of that Deliverable, with effect from the time the Deliverable is assigned.

12.6 Third-party materials. Fonts, stock images, footage, music, templates, plugins and open-source software remain subject to their own licence terms. The Supplier must identify material third-party items on delivery and must notify the Client of the cost of any paid item before using it. The Supplier must not include copyleft-licensed code in the Client's code without the Client's approval. The Client is responsible for complying with those licences after delivery.

12.7 AI-generated material. Where generative AI tools are used, some elements of a Deliverable may not attract copyright protection in some jurisdictions. The Supplier assigns whatever rights subsist in those elements but does not warrant that they are protected.

12.8 Chain of title and moral rights. The Supplier must procure that its Personnel assign their Intellectual Property Rights in Deliverables to the Supplier, and give written consents (to the extent permitted by law) to the use of their work without attribution, to attribution to the Client, and to the editing, adaptation and combination of their work, so that the Supplier is able to confer full rights on the Client. On request, the Supplier must procure a direct confirmatory assignment from the relevant individual to the Client.

12.9 Portfolio use. The Supplier must not use any Deliverable, or the Client's name or marks, in its marketing without the Client's prior consent given in writing or in the client app. The Client may withdraw that consent at any time in respect of future use.

12.10 General know-how. Nothing in this Agreement prevents the Supplier or its Personnel from using general skills, knowledge and experience gained in performing the Services, provided that they do not use or disclose the Client's Confidential Information or reproduce a Deliverable.

12.11 PPSA. To the extent that clause 12.3 or 12.4 confers on the Supplier a security interest under the PPSA, the Client consents to the Supplier registering it, waives its right to receive a verification statement, and agrees that sections 95, 118, 121(4), 125, 130, 132(3)(d), 132(4), 135, 142 and 143 of the PPSA do not apply, to the extent section 115 of the PPSA allows.

13. Confidentiality

13.1 Obligations. The Recipient must:

(a) keep the Discloser's Confidential Information confidential;

(b) use it only to perform or receive the benefit of this Agreement; and

(c) disclose it only to its officers, employees, Personnel, subcontractors and professional advisers who need to know it and are bound by obligations of confidence no less protective than this clause.

13.2 Exceptions. Clause 13.1 does not apply to information that is or becomes public other than through breach, that the Recipient already lawfully knew, that the Recipient developed independently, or that the Recipient lawfully received from a third party without restriction.

13.3 Compelled disclosure. The Recipient may disclose Confidential Information to the extent required by law, a court or a securities exchange, and must, where lawful, give the Discloser prompt notice.

13.4 Duration. The obligations in this clause 13 continue during the Term and for 5 years after it ends and, in respect of trade secrets and personal information, for so long as the information remains a trade secret or personal information.

13.5 Return. On request or on termination, the Recipient must return or destroy the Discloser's Confidential Information, except for routine backups deleted in the ordinary cycle and records required by law, which remain subject to this clause 13.

14. Data protection, privacy and security

14.1 Compliance. Each party must comply with the Data Protection Laws that apply to it in connection with this Agreement.

14.2 DPA. Where the Supplier handles personal information on the Client's behalf, it does so as the Client's processor or service provider, on the Client's documented instructions, and in accordance with the DPA. In respect of UK personal data, the DPA's UK transfer terms apply. In respect of personal information of US residents, the Supplier acts as a service provider or contractor as provided in the DPA.

14.3 Offshore access. The Client acknowledges that:

(a) the Supplier's primary database for the Services is hosted in Australia, and Client Data is also processed in the tools and locations listed in the DPA;

(b) Personnel are located outside Australia, in the Personnel Countries (at the date of this version: the Philippines, Vietnam, Kenya, Nigeria, Brazil and Colombia, and any country later added under clause 5.8), and access Client Data from those countries, only to the extent needed to perform the Services;

(c) some tools used to deliver the Services are hosted in the United States and other countries, as listed in the DPA; and

(d) every member of Personnel signs a confidentiality agreement and the Supplier's data-handling rules before receiving access to Client Data.

14.4 Australian Privacy Principles. In handling personal information in connection with the Services, the Supplier must comply with the APPs as if it were an APP entity, whether or not it is exempt from them. Before any overseas recipient (including Personnel) receives access to personal information, the Supplier must take reasonable steps, including without limitation binding written terms, to ensure that the recipient does not breach the APPs. The Supplier is accountable to the Client for any act or practice of its Personnel and subcontractors in relation to that personal information as if it were the Supplier's own act or practice.

14.5 Security and incidents. The Supplier must maintain the technical and organisational measures described in the DPA and in its Security Overview. The Supplier must notify the Client of a security incident affecting Client Data within the time set out in the DPA, and must give the Client the information and assistance it reasonably needs to assess and respond to the incident, including to complete any assessment of a suspected eligible data breach under Part IIIC of the Privacy Act 1988 (Cth) within 30 days. The Supplier must not charge for that assistance.

14.6 Restricted Data. The Client must not provide the Supplier or its Personnel with health information, full payment card numbers, government identifiers, information about children, criminal records, bulk sensitive personal data of US persons, or export-controlled technology (Restricted Data) unless the Supplier has first agreed in writing, in a Seat Schedule or otherwise.

14.7 AI tools. The Supplier must ensure that it and its Personnel use only AI tools approved by the Supplier that do not use Client Data to train their models. Where Personnel work inside the Client's systems, the Client's AI policies also apply. The Client may ask the Supplier to switch off AI in respect of its data.

14.8 Restricted Data not agreed. The Supplier has no liability under clause 14, clause 17.1 or the DPA in respect of Restricted Data that the Client provided, or to which the Client gave access, without the Supplier's written agreement, except for loss caused by the Supplier's own fraud or wilful misconduct.

15. Warranties

15.1 Mutual. Each party warrants that it has full power and authority to enter into and perform this Agreement.

15.2 Supplier. The Supplier warrants that it will perform the Services in accordance with clause 5.2 and that it will hold the rights needed to make the assignment in clause 12.3.

15.3 Client. The Client warrants the matters in clause 6.5 and that the information it gives the Supplier about its business, its data and its tax status is accurate.

15.4 Exclusion of implied terms. To the maximum extent permitted by law, and subject to clause 15.5, all warranties, conditions and terms not expressly set out in this Agreement are excluded.

15.5 Non-excludable rights. Nothing in this Agreement excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by the ACL or any other law that cannot lawfully be excluded, restricted or modified (Non-excludable Rights). Schedule 1 sets out information about the Client's rights under the ACL and how to claim the Published Promises.

16. Limitation of liability

16.1 General Cap. Subject to clauses 16.2 and 16.3, each party's total aggregate liability arising out of or in connection with this Agreement, whether in contract, in tort (including negligence), under statute or otherwise, is limited to AUD $5,000 (or £2,500 or US$3,500, in the currency of the Client's Fees) (the General Cap).

16.2 Enhanced Cap. In respect of each party's breach of clause 13, clause 14 or the DPA, the Supplier's liability under clauses 17.1(a), 17.1(b) and 17.1(c), and the Client's liability under clause 17.2(c), each party's total aggregate liability is instead limited to AUD $25,000 (or £12,500 or US$17,500, in the currency of the Client's Fees) (the Enhanced Cap). Amounts paid under the Enhanced Cap do not count towards the General Cap, but a party's total liability under clauses 16.1 and 16.2 combined does not in any circumstances exceed the Enhanced Cap.

16.3 Exclusions from the caps. Clauses 16.1, 16.2 and 16.4 do not limit:

(a) liability for fraud or wilful misconduct of a party's own officers or senior managers;

(b) liability for death or personal injury caused by negligence;

(c) the Client's obligation to pay Fees, including any Placement Fee; or

(d) any liability that cannot be limited by law.

Notwithstanding clauses 5.5 and 14.4, acts or omissions of Personnel or subcontractors do not constitute a party's fraud or wilful misconduct for the purposes of this clause, and are instead dealt with under clause 17.1(c) and the Enhanced Cap. Wilful misconduct means a deliberate breach, or reckless disregard of a known and serious risk of harm.

16.4 Consequential loss. Neither party is liable for loss of profit, revenue, business, goodwill or anticipated savings, loss of data beyond the reasonable cost of restoring it, or any indirect or consequential loss. This clause 16.4 does not limit the Client's obligation to pay Fees or any Placement Fee, and does not exclude Breach Costs directly caused by the Supplier's breach of clause 14 or the DPA, which are recoverable subject to the Enhanced Cap. Breach Costs means reasonable forensic investigation, notification, call-centre and credit-monitoring costs. To the extent permitted by law, neither party is liable for fines or penalties imposed on the other party.

16.5 Business services and the ACL. Where the Services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, the Supplier's liability for failure to comply with a consumer guarantee under the ACL is limited, at the Supplier's option, to supplying the Services again or paying the cost of having the Services supplied again, unless it is not fair or reasonable for the Supplier to rely on this limitation.

16.6 Published Promises as remedies. Where a Published Promise provides a remedy for a failure, that remedy is the Client's sole remedy under this Agreement for that failure on that Job, Seat or Test Drive, except that repeated failures may constitute a material breach, and that remedy does not limit the Client's Non-excludable Rights, the matters in clause 16.3, or the Client's right to terminate for material breach under clause 19.2.

16.7 Contribution and mitigation. A party's liability is reduced to the extent that the other party, or its personnel, caused or contributed to the loss. Each party must take reasonable steps to mitigate its loss.

17. Indemnities

17.1 By the Supplier. The Supplier indemnifies the Client against loss arising from third-party claims (and, for the purposes of clause 17.1(c), against the Client's direct loss) to the extent that they arise from:

(a) a claim that a Studio Deliverable or the Supplier Materials infringe the claimant's Intellectual Property Rights, except to the extent that the claim arises from Client Materials, the Client's changes, combination with items the Supplier did not supply, or elements generated by AI tools for a Brief with an AI-assisted or AI-first setting (unless the Supplier knew of the infringement);

(b) a claim that any member of Personnel is the Client's employee, or a claim relating to the pay, tax or entitlements of Personnel, unless the Client has breached clause 5.6, 5.7 or 6.4; or

(c) theft, fraud or dishonesty by Personnel in performing the Services or in using access given for the Services, except that, in respect of funds paid out of the Client's accounts, this clause 17.1(c) applies only where the Client required a second, independent approver for each payment and complied with clause 6.3.

17.2 By the Client. The Client indemnifies the Supplier against loss arising from third-party claims to the extent that they arise from:

(a) the Client's specific instructions to Personnel, its products, or content that it supplied or specifically instructed, except to the extent that the claim falls within clause 17.1;

(b) Client Materials infringing a third party's rights;

(c) the Client's unlawful sharing of data, sharing of Restricted Data without the Supplier's written agreement, or breach of export-control laws; or

(d) the Client's unlawful treatment of Personnel.

17.3 Procedure. The indemnified party must promptly notify the indemnifying party of the claim, allow the indemnifying party to control the defence and settlement of the claim, and give reasonable assistance at the indemnifying party's cost. The indemnifying party's liability is reduced to the extent that it is prejudiced by late notice. The indemnifying party must not settle a claim in a manner that admits fault on behalf of the indemnified party, or imposes an obligation on it, without the indemnified party's consent.

17.4 IP remedy. If a Studio Deliverable or Supplier Materials are, or are likely to be, held to infringe, the Supplier may, at its cost, modify them so that they do not infringe, replace them with a non-infringing equivalent, or procure the right for the Client to continue using them. If none of these options is reasonably available, the Client may end the affected Service and the Supplier must refund the Fees paid for the infringing Studio Deliverable or, where Supplier Materials infringe, the prepaid Fees for the affected Service for any period after it ends.

17.5 Caps. Clauses 17.1(a), 17.1(b), 17.1(c) and 17.2(c) are subject to the Enhanced Cap. The other indemnities in this clause 17 are subject to the General Cap, except as provided in clause 16.3. Each indemnity is reduced to the extent that the indemnified party contributed to the loss.

18. Force majeure

18.1 Relief. Neither party is liable for any delay or failure to perform caused by an event beyond its reasonable control, including without limitation natural disaster, typhoon, flood, widespread internet or power outage, civil unrest, war, pandemic or government action, provided that it promptly notifies the other party and takes reasonable steps to mitigate the effect of the event.

18.2 What is not force majeure. The illness, absence or resignation of an individual, or an internet or power outage affecting only one individual, is not a force majeure event. In those cases the relevant Service Document applies (in respect of a Seat, hours not worked are not charged and the replacement terms apply).

18.3 Payment. This clause 18 does not excuse payment for Services already received.

18.4 Prolonged event. If an event referred to in clause 18.1 continues for more than 30 days, either party may terminate the affected Seat Schedule, Studio Subscription or Test Drive by written notice, and the Supplier must refund prepaid Fees for the unused period and for unused paid hours.

19. Termination

19.1 For convenience. Each Seat Schedule, Studio Subscription and Test Drive may be ended for convenience only as set out in its Service Document.

19.2 For cause. Either party may terminate a Seat Schedule, a Studio Subscription, a Test Drive or this Agreement immediately by written notice if the other party:

(a) commits a material breach and fails to remedy it within 30 days of written notice describing the breach (clause 9 applies instead to non-payment); or

(b) suffers an Insolvency Event, to the extent the law permits termination for that reason.

19.3 Mistreatment of Personnel. The Supplier may end a Seat or Studio Subscription immediately by written notice if the Client, or a person acting on its behalf, seriously harasses, abuses or endangers Personnel, or directs them to act unlawfully, and does not stop immediately after the Supplier's written warning.

19.4 Removal of individuals. The Supplier may immediately remove an individual from the Client's account where it reasonably suspects a security, fraud or conduct risk. The Supplier must notify the Client promptly, and the replacement terms of the relevant Service Document apply. The removal of an individual does not end the Seat.

19.5 Ending this Agreement. Termination of this Agreement under clause 19.2 ends every Service Document then in force.

20. Effects of termination

20.1 Final invoice. The Supplier must issue a final invoice for Fees up to the end date, less any credits.

20.2 Refunds. The Supplier must refund prepaid Fees for any period after the end date, and for unused paid Studio hours at the Plan Rate (as defined in the Studio Subscription Terms), where the Client terminated for the Supplier's breach or under clause 21.3 or 24.2 or DPA clause 5.5, where either party terminated under clause 18.4, or where the Supplier ended a Service for convenience. Otherwise, refunds are as provided in the Service Documents and the Refund and Cancellation Policy.

20.3 Files. The Supplier must deliver final Deliverables and, where the Service Document so provides, working files, once all Fees relating to them have been paid.

20.4 Data. The Supplier must return or delete Client Data as provided in the DPA. The Client must remove Personnel's access to its systems on the end date.

20.5 Accrued rights and survival. Termination does not affect accrued rights. Clauses 1, 2, 3.3, 5.6, 5.7, 7 to 13, 14 (for so long as the Supplier holds Client Data), 15.5, 16, 17, 20, 22, 23, 24 and 25 and Schedule 1 survive termination.

21. Variation

21.1 By agreement. Except as provided in this clause 21 and in the Service Documents, this Agreement and each Service Document may be varied only in writing signed or accepted by both parties.

21.2 Policies and features. The Supplier may update the DPA's sub-processor list, its Security Overview, the Studio catalogue and the features of the client app by giving at least 30 days' written notice, except that a Personnel Country may be added on the notice provided in clause 5.8. Such an update must not reduce the Services the Client has already acquired or increase its Fees.

21.3 Right to exit. If a change under clause 21.2, 21.4 or 21.5, or a change to the price of an existing Studio Subscription, materially disadvantages the Client, the Client may end the affected Seats or Studio Subscription without penalty by written notice given before the change takes effect, and the Supplier must refund prepaid Fees for the period after the end date. Seat rate increases are dealt with in the Seat Schedule.

21.4 New versions. A new version of this Agreement or of a Service Document applies to Service Documents accepted after its publication. Existing Service Documents remain on the version accepted unless the parties agree otherwise, except that the Supplier may move an existing Studio Subscription to a new version of the Studio Subscription Terms by giving at least 30 days' written notice, in which case clause 21.3 applies.

21.5 Changes required by law. The Supplier may change this Agreement to the extent necessary to comply with a change in law, by giving as much written notice as is reasonably practicable.

22. Disputes

22.1 Notice and negotiation. A party claiming that a dispute has arisen must give the other party written notice of the dispute. Senior representatives of the parties must meet (by video conference if convenient) within 10 Business Days and negotiate in good faith.

22.2 Mediation. If the dispute is not resolved within 20 Business Days of the notice, either party may refer it to mediation administered by Resolution Institute, to be held online unless otherwise agreed, with the mediator's fees shared equally between the parties.

22.3 Court proceedings. A party must not commence court proceedings until the earlier of 30 Business Days after mediation is requested and 40 Business Days after the dispute notice.

22.4 Exceptions. This clause 22 does not prevent a party from seeking urgent interlocutory relief, or either party from recovering an undisputed amount, including a refund.

22.5 Continued performance. Subject to clauses 9 and 19, each party must continue to perform this Agreement while a dispute is being resolved.

23. Notices

23.1 Form. Notices under this Agreement must be in writing and sent by email: to the Supplier at legal@gethands.com.au or hello@gethands.com.au, and to the Client at the client's notices email or the notices address the Client last recorded in the client app. Routine notices (such as cancelling a Studio Subscription or giving notice to end a Seat) may also be given through the client app. A notice of breach, of termination for cause or of a dispute must be sent by email.

23.2 Receipt. An email notice is taken to be received when it becomes capable of being retrieved at the recipient's address, which is presumed to be the time at which it is sent unless the sender receives a delivery failure message. A notice given in the client app is taken to be received when it is posted. A notice received after 5pm, or on a day that is not a Business Day, in the recipient's location is taken to be received on the next Business Day.

23.3 Change of address. Each party may change its notices address by notice to the other party.

24. General

24.1 Governing law. This Agreement is governed by the laws of Victoria, Australia. Each party submits to the exclusive jurisdiction of the courts of Victoria and the courts that hear appeals from them, except that either party may bring proceedings to recover an undisputed amount in any court having jurisdiction.

24.2 Assignment. Neither party may assign or novate this Agreement without the other party's prior written consent, which must not be unreasonably withheld. The Supplier may assign its right to receive payment without consent. The Supplier may assign or novate this Agreement to a related body corporate or to a purchaser of the Get Hands business on 30 days' written notice, in which case the Client may terminate the affected Service Documents without penalty within that period.

24.3 Subcontracting. The Supplier may subcontract the performance of the Services in accordance with clause 5.5.

24.4 Relationship. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the parties.

24.5 Entire agreement. This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements and understandings. This clause 24.5 does not exclude liability for misleading or deceptive conduct, or the effect of clause 2.3.

24.6 Severability. A provision that is void, unenforceable or unfair is read down to the extent necessary or, if it cannot be read down, severed, and the remainder of this Agreement continues in effect.

24.7 Waiver. A right is waived only by written notice. A failure or delay in exercising a right does not constitute a waiver.

24.8 Counterparts and electronic execution. This Agreement and any Service Document may be executed in counterparts and accepted or signed electronically in accordance with clause 3.6, and a copy so executed is as effective as an original.

24.9 Costs. Each party bears its own costs of negotiating and entering into this Agreement.

24.10 Third parties. No person other than the parties has any right to enforce this Agreement, including under the Contracts (Rights of Third Parties) Act 1999 (UK) or subpart 1 of Part 2 of the Contract and Commercial Law Act 2017 (NZ).

24.11 Further assurance. Each party must sign the documents and do the things reasonably required to give effect to this Agreement, including any confirmatory assignment under clause 12.

24.12 Business name. Get Hands Group is a registered business name of DMND Holdings Pty Ltd. A reference to "Get Hands" or "Get Hands Group" in any Service Document, invoice or notice is a reference to DMND Holdings Pty Ltd (being the Supplier).

25. Country-specific terms

25.1 New Zealand. If the Client is in trade and acquires the Services for business purposes, the parties agree that the Consumer Guarantees Act 1993 (NZ) and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 (NZ) do not apply, and that it is fair and reasonable to so agree.

25.2 United Kingdom. If, despite clause 24.1, the Unfair Contract Terms Act 1977 (UK) applies, clause 16 applies to the maximum extent that is reasonable. Nothing in this Agreement limits the rights of a consumer under the Consumer Rights Act 2015 (UK). Where the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (UK) apply to a Seat, the Client may, instead of paying the Placement Fee, elect to continue the supply of the individual through the Supplier for a further 13 weeks at the latest Hourly Rate, and clause 11 applies only to the extent permitted by those Regulations.

25.3 United States. Where a state law on automatic renewal or cancellation confers greater rights on the Client, those rights apply. Clause 11 applies only to the extent permitted by the law of the state in which the Client or the individual is located.

Schedule 1: Australian Consumer Law and the Published Promises

The Client's rights under the ACL. The Supplier gives the following statement in the prescribed form:

Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled to cancel your service contract with us and to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.

A business that acquires services for AUD $100,000 or less, or services of a kind ordinarily acquired for personal, domestic or household use, is a consumer under the ACL. Where the services are not of a kind ordinarily acquired for personal, domestic or household use, clause 16.5 limits some of these remedies to the extent permitted by law.

Who gives the Published Promises. The Published Promises are given by the Supplier, DMND Holdings Pty Ltd (ABN 68 657 968 860), trading as Get Hands Group, of 8/26 Davison Street, Richmond VIC 3121, Australia, email hello@gethands.com.au, phone the number shown at gethands.com.au/contact.

How to claim. The Client may make a claim by email to hello@gethands.com.au or by message in the client app, within the time stated in the relevant Published Promise, identifying the Seat, job or Test Drive to which the claim relates. No charge is payable for making a claim, and the Supplier bears its own costs of honouring a claim. The Supplier must respond to every claim within 1 Business Day.

Additional rights. The Supplier gives the following statement in the prescribed form:

The benefits to the consumer given by the warranty are in addition to other rights and remedies of the consumer under a law in relation to the goods or services to which the warranty relates.

Execution

This Agreement is executed or accepted electronically in accordance with clause 3.6. The signature page or acceptance record generated by the Supplier for each signing or acceptance (showing the signer, the signer's title, the time, the method and the document fingerprint) forms part of this Agreement.