Terms of Service

You must review and acknowledge our terms of service by ticking the checkboxes at the bottom to proceed in creating an account.

INTRODUCTION
1. These Terms of Use (“Terms of Use”) govern your use of the Platform. By registering an Account and using the Platform, you agree to accept these Terms of Use.
The Platform is owned and operated by The Shift Corp Pty Ltd TA The Shift ABN 93 547 571 766 (“The Shift”, “us” or “we”).
2. In these Terms of Use, External organisations and Specialists are collectively and individually referred to as “users” or “you” as the context requires.
3. Your access to and use of the Platform is conditional upon your agreement to and acceptance of these Terms of Use. Each time you use the Platform, you agree to be bound by these Terms of Use. If you do not wish to be bound by these Terms of Use, do not use the Platform.
4. These Terms of Use apply to all transactions conducted on the Platform, as well as to your access to, and use of, the Platform.
5. We may at any time change these Terms of Use without notice to you. Changes will take immediate effect and may affect your ability to use the Platform. We will endeavour to notify you of any change prior to the date such change comes into effect by email to the email address you provided when creating your Account, however it is your responsibility to check if there have been any changes to these Terms of Use each time you use the Platform. Your use of the Platform following the posting of any changes to these Terms of Use constitutes your acceptance of those changes.

REGISTERING AN ACCOUNT
6. In order to use the Platform, users must register an account. The Shift reserves the right to make any parts of the Platform accessible only to registered users. Without limiting the registration details we may require, you acknowledge that we may require you to provide us with:
a. a personal or company profile;
b. an email address;
c. mobile phone number;
d. Location (City & Country); and
e. activation details for your email address.
You must promptly update this information to maintain its accuracy at all times.
7. We reserve the right to refuse or cancel registration of an Account for any reason at our sole discretion. Accounts registered by bots or other automated methods are not permitted.
8. All information provided when registering an Account must be current, correct and complete. Incomplete, ineligible or incomprehensible Account registrations will not be valid. You must be logged in to your Account in the manner required each time you wish to use the Platform. You may never use another person’s Account without their permission.
9. Your Account is personal to you and you must not transfer it to others, or allow third parties to access, or use your Account, except with our express written permission. If a legal entity such as a company has created an Account, you, the legal entity, are the Account owner, and regardless of any change in any contact details, you will remain responsible for your Account as set out in these Terms. If you wish to change the Account owner, you must provide us with a written request to transfer ownership of the Account to the incoming party, which must also include the incoming party’s written consent to take over full responsibility for the Account. Third parties may never use, or access, another person’s Account, unless that third party is expressly authorised to use the Account because it acts for, or on behalf of, the Account holder, including if it is the Account holder’s personnel. You agree that The Shift is entitled to assume that any person using the Platform with your username and password is you or your authorised representative.
10. You are responsible for maintaining the strict confidentiality of your Account details, including your password, and for controlling access to and use of your Account, and any activity, including any unauthorised activity, under your Account. You agree to immediately notify us of any unauthorised use of your Account (including any unauthorised third party access to your Account) or any other breach of security. We will not be responsible or liable for any loss or damage arising from your failure to comply with this provision.
11. You acknowledge that the information in your Account profile will be accessible on the Platform to Account holders on the Platform.

USING THE Platform
12. Once an Account is registered, the Platform allows The Shift or external organisations to submit Briefs, review quotes, connect and collaborate with Specialists who are interested in accepting Briefs, and monitor and manage the progress of jobs. The Platform allows Specialists to search and apply for Briefs, submit and review quotes, accept Briefs, and connect and collaborate with External organisations as Specialists fulfill Briefs and complete jobs.
13. External organisations must pay the job fee to The Shift using the payment system on the Platform. The job Fee will be payable to The Shift in the following instalments: 50% upfront payment once a team of Specialists has been finalised to work on a job; and 50% when project milestones are set for the job.
14. On the completion of a job, the Specialist will generate an invoice addressed to The Shift for the Specialist Service Fee. The Shift will then pay the Specialist Service Fee via direct deposit into the Specialist’s nominated account.
15. You may not decompile, reverse engineer, disassemble, or convert any element of the Platform to a human perceivable form; distribute, disseminate, broadcast, circulate or republish any element of the Platform in any way (including any Content which it does not own, or have the relevant legal rights to); resell, rent, lease or lend any element of the Platform; defeat, disable or circumvent any security feature of the Platform; transfer, or allow access to, any element of the Platform to any third party (including any Content which it does not own, or have the relevant legal rights to); or authorise any third party to do any of the acts above.
16. You must not engage in crawling, scraping, caching or otherwise accessing any content (including any Content) on the Platform via automated means.
17. The Platform is designed for use by people aged 18 years and over. Users under the age of 18 years may only use the Platform with the consent of a parent or legal guardian. We reserve the right to refuse registration from individuals under 18 years of age or, in any event, to seek further information from you to verify your eligibility to use the Platform.
18. You are solely responsible for your interactions with other users of the Platform. You agree that we are not responsible for the conduct of any user.
19. You represent, warrant and agree that you will not use the Platform, including any Content, in any way that competes with the Platform or our business.
20. You agree that you will not knowingly induce or otherwise assist any user of the Platform to breach its duties and obligations under these Terms of Use (including any of its confidentiality obligations).
21. You agree that we are not responsible for, and do not endorse, any Content posted on the Platform by a user. We do not have any obligation to moderate, monitor, edit, approve or remove any Content. If your Content violates these Terms of Use, you bear legal responsibility for that Content.
22. Nothing in these Terms of Use is intended nor does create a partnership, agency, employment or fiduciary relationship between The Shift and any user.
23. Subject to your compliance with these Terms of Use, you are granted a limited, non-exclusive, revocable and non-transferable licence to access and use the Platform solely in the manner expressly specified in these Terms of Use. Any cost associated with accessing and using the Platform generally remains your responsibility and is dependent on the service provider used. You are responsible for ensuring that your computer system or mobile device (as applicable) is compatible with the Platform and meets all relevant technical specifications necessary to obtain the benefit of the Platform.
24. The Platform may contain links to other sites not maintained by us (“Linked Sites”). We are not responsible for the content of any Linked Sites. The Shift does not in any way endorse any Linked Sites and is not responsible for the quality or delivery of any products or services offered, accessed or advertised by such Linked Sites.
To the extent that these Linked Sites collect personal information from you, we shall bear no responsibility or liability for the manner in which such information is used.
25. The Platform may utilise social network or share functionality and may contain social media links, applications or features (including but not limited to Facebook, Twitter and Instagram). Your use of any social media Platforms is subject to the particular social media Platform’s prevailing terms and conditions of use. By using any social media applications or features on the Platform, you consent and agree to be bound to the particular terms and conditions of use of the social media Platform. You are encouraged to review the terms and conditions of use of each social media Platform before engaging or interacting with the social media links, applications or features on the Platform.

ADDITIONAL TERMS FOR SPECIALISTS
26. Paragraphs 27-41 apply only to Specialists participating in the Platform.
Specialist Eligibility
27. You warrant that you have the legal right to work on each job and will, upon request, provide all necessary documents to The Shift to verify your legal right to work on a job.
28. You acknowledge that The Shift may require that you meet specific criteria to be eligible to apply for a particular job. You agree to not apply for any job where you do not meet all of the specific criteria required by The Shift.
29. You warrant that you will maintain professional indemnity insurance, or a suitable equivalent, that is sufficient to cover services rendered by you for a job. You must produce any such current insurance policy to The Shift upon request.
Contact with External Organisations
30. You may not contact, directly or indirectly external organisations outside of the Platform, or directly or indirectly, request, solicit or obtain the contact details of the external external organisations, unless you and the external external organisations have booked a job under the Platform.
31. You must not use any contact details available on the Platform to organise the provision of any services off the Platform, whereby organising the provision of services includes contacting the extra external organisations outside of the Platform and/or promoting yourself to the external organisations outside of the Platform.
Specialist Service Fee
32. Once you have completed a job, subject to your compliance with these Terms of Use you will receive payment of your Specialist Service Fee from The Shift. Payment will occur within approximately 30 days after the successful completion of a job and receipt by The Shift of a valid tax invoice from you.
33. Your invoice will be paid by The Shift via direct deposit into your nominated bank account.
34. To facilitate the payment of your Specialist Service Fee, when you register for an Account, in addition to the information referred to in paragraph 7 above you will be asked to provide financial details including your nominated bank account details, whether or not you are registered for GST (if applicable), your ABN (if applicable) and any further required details. You are responsible for the accuracy of your nominated bank account details. You expressly authorise us to provide your bank account details to any third-party payment provider which may enable you to be paid directly into your nominated bank account through the Platform. You acknowledge and agree that when registering your Account, you may be required to enter into a separate agreement directly with that provider which is notified to you and you are solely responsible and liable to that provider under that agreement. All monetary transactions made through your use of the Platform are subject to any fees that a provider may charge.
35. You acknowledge and agree that if you cancel or withdraw from a job you will not be entitled to the Specialist Services Fee.
Specialist Relationship with The Shift
36. As Specialist, you will at all times perform your obligations and provide your services to The Shift as an independent contractor and not in the capacity of an employee, partner or agent or in any other capacity. You agree that neither The Shift nor the external organisation will be obliged to pay to you or recover from you any amount as a result of you being deemed to be an employee of either The Shift or the External organisations, including in respect of annual leave, superannuation, withholding tax, income tax, workers compensation contributions or any similar payments or deductions, including any obligations and taxes relevant to overseas jurisdiction if applicable. You indemnify The Shift in relation to any such liabilities.
37. You agree that you (and your agents) will not negotiate separate payment terms or amounts from external organisations outside the Platform. Any attempt to circumvent the Platform may result in, at our sole discretion, the removal of you from the Platform at or an immediate requirement for you to pay us the Opt-Out Fee in accordance with paragraph 82. If we remove you from the Platform, you will immediately cease to represent or describe yourself as an authorised user of the Platform.
38. If you are a member of any guild, union or industrial organisation, you warrant that have not entered into any other agreement, arrangement or understanding which would or may prevent or limit you from adhering to these Terms of Use, performing your obligations or granting the rights and benefits set forth in these Terms of Use.
39. You acknowledge that The Shift provides the Platform in order to manage jobs for you and external organisations, with The Shift staff acting as facilitators. However, you acknowledge that outside of the Platform, The Shift is not your personal agent, representative or manager.
40. When you agree to any other terms of agreement on the Platform for a job you are entering into a direct agreement with The Shift. You are solely responsible for ensuring that you understand the terms of your agreement with The Shift.

ADDITIONAL TERMS FOR CLIENTS
41. Paragraphs 42-59 apply only to External organisations participating in the Platform.
Payment Terms for External organisations
42. You agree to pay the job Fee to The Shift as payment job for services booked by you on the Platform, in accordance with these Terms of Use. We may use a payment service provider to facilitate payment of the job Fee. You acknowledge and agree that when registering your Account, you may be required to enter into a separate agreement directly with any such provider which is notified to you and you are solely responsible and liable to that provider in connection with that agreement. All monetary transactions made through your use of the Platform are subject to any fees a provider may charge.
43. You agree to pay The Shift the job Fee in accordance with these Terms of Use, including at the milestones set out in paragraph 14.
44. When you book a service on the Platform The Shift will invoice you.
45. The Shift will invoice you for the job Fee as follows: 50% payment before commencement of the job to secure the booking and 50% on completion of the job.
46. You must otherwise at all times pay all charges in the manner set out on the Platform or as advised by us in writing from time to time.
47. You agree that you will not pursue any actions, legal or otherwise, against us in connection with any third-party payment service or payment, and that this provision constitutes a bar to any such actions or proceedings.
Terms for jobs
48. The Shift in it’s sole discretion reserves the right to reject briefs and jobs that do not comply with these Terms of Use.
49. You agree that you will not negotiate terms or payment to Specialists outside the Platform. Any attempt to circumvent the Platform may result in the removal of the external organisation from the Platform at our sole discretion.
50. External organisations acknowledges that Specialists are independent third parties and not controlled by The Shift. However, The Shift undertakes to use its best, reasonable endeavours to manage the Specialists to complete jobs and procure from them the services provided by Specialist on a job.
51. You acknowledge that The Shift has not made any warranties in respect of the success of any job or in respect of your business or commercial performance.
52. When you agree to the Booking Agreement or any other terms of agreement on the Platform with any Specialist you are entering into a direct agreement with The Shift. You are solely responsible for ensuring that you understand the terms of your agreement with The Shift. The Shift then enters into a separate Booking Agreement with a Specialist.
Cancellations by External Organisation
53. If you cancel a job within 24 hours before the commencement of that job through no fault of The Shift, you agree to pay us the full amount of the job Fee.
54. If you cancel a job on the Platform with more than 24 hours’ notice before the commencement of that job you must pay The Shift a cancellation fee which reflects the time spent doing facilitator pre-job work and reasonable administrative costs.

INTELLECTUAL PROPERTY
55. All The Shift materials on the Platform are protected by all applicable laws including copyright and trademark laws and may not be used by you except as permitted in these Terms of Use. Nothing in these Terms of Use will be taken to constitute a transfer, assignment or grant of any ownership rights in any Intellectual Property Rights in the The Shift materials to a Specialist. You must not copy, communicate or exploit the The Shift materials for any purpose without the prior written consent of The Shift.
56. You agree to grant to The Shift (and its agents) in respect of all content uploaded to the Platform and all images of job materials, a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable licence to use the content and images for the purpose of marketing and promoting The Shift (and its products and services) in any manner. You acknowledge that The Shift may reproduce such images from your official sites and Platforms for such purposes.
57. You warrant that:
a. you own, or have the relevant rights to, the Intellectual Property Rights in Content you upload to the Platform and have the right to license the Content to The Shift in the manner set out in these Terms of Use; and
b. any content you upload to the Platform does not contain any representations or material which you know or suspect (or ought reasonably to have known or suspected) to be false, misleading or deceptive, or defamatory or that is in breach of any Intellectual Property Rights.
58. Subject to your compliance with these Terms of Use, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to access, view and use any content (including information relating to jobs) on the Platform, solely to obtain the benefit of the Platform, and solely for use in accordance with the Terms of Use. You must not copy or use, in whole or in part, any content, for any purposes that are not expressly authorised under these Terms of Use, including, without limitation, circumventing the Platform to contact, or undertake transactions with a Specialist.
59. The ownership of materials created or produced at a job, pursuant to a brief and/or by using the Platform in any manner and the results and proceeds of the services provided by The Shift on a job (“job materials”), including all Intellectual Property Rights in such job materials, will be owned by The Shift.

SPECIALIST REPRESENTATIONS AND WARRANTIES
60. You warrant that:
a. all information you provide to us upon registering for an account is true, accurate and complete and not misleading;
b. You have the right and authority to create an account and agree to these Terms of Use, including, where relevant, the authority of an individual to create an account, agree to these Terms of Use and to use the Platform on it’s or his or her behalf;
c. You are authorised to submit content, as applicable, in the manner invited via the Platform;
d. You will not share any personal information of other users of the Platform with any third party;
e. any Content you submit to the Platform will not contain anything that;
i. is illegal or contrary to any laws, applicable industry code or the requirements or directions or relevant regulators;
ii. is copied or adapted either wholly or substantially from any other work or material;
iii. is indecent, obscene, threatening, discriminatory, harassing, in breach of any confidence, defamatory, offensive or objectionable or contains, depicts or alludes to or promotes aggressive, unruly, antisocial, lewd or illegal behaviour or sexually suggestive imagery;
iv. parodies, disparages or makes fun of The Shift or its products of services or The Shift generally in any way;
v. solicits passwords or personal information for commercial or unlawful purposes or provides any telephone numbers, street addresses, last names, URLs or email addresses;
vi. promotes an illegal or unauthorised copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated materials;
vii. involves the transmission of junk mail, chain letters, unsolicited mass mailing or spam; or
viii. infringes the privacy rights, contract rights or other rights (including Intellectual Property Rights) of any person, corporation or entity.
f. You will not engage in any of the following prohibited conduct:
i. use the Platform to make or promote projects of hate or crime against any individual or company;
ii. use the Platform to make projects which result in any political gain;
iii. use the Platform to make or promote projects that harm the environment in any way;
iv. bullying, harassment or abuse of any kind;
v. use any device, routine or software that interferes, or attempt to interfere, with the proper working of the Platform;
vi. engage in any action that requires, or may require, an unreasonable or excessively large load on our infrastructure;
vii. use the Platform to decipher passwords or security encryption codes, transmit any worms, viruses or Trojan horses, transfer or store illegal, threatening or obscene material or otherwise violate the security of any computer network;
viii. use the Platform to violate any applicable local, state, national or international law, to engage in any misleading or deceptive online marketing practices or for any fraudulent or malicious purposes;
ix. use any spider, robot or search/retrieval application or any screen scraping, data mining or similar data gathering device, process, program or means to access, retrieve or index any portion of the Platform;
x. use the Platform by any automated means;
xi. use the Platform to transmit junk mail, spam or chain letters or pyramid schemes or engage in other flooding techniques or mass distribution of unsolicited email;
xii. access, retrieve or index any portion of the Platform for use in constructing or populating any database that is searchable online or for the purpose of soliciting or sharing reviews;
xiii. interfere with the display of any advertisements appearing on or in connection with the Platform;
xiv. reverse engineer, decompile, disassemble, adapt, modify, translate, frame or reformat any of the material contained on the Platform;
xv. reproduce, duplicate, copy or store any of the material appearing on the Platform other than for your own personal and non-commercial use;
xvi. falsely imply that any other website is associated with the Platform;
xvii. do anything that leads, or may lead, to a decrease in the value of The Shift’s intellectual property rights in the Platform;
xviii. use or exploit any of the material appearing on the Platform for, or in connection with, any business or enterprise (whether for profit or otherwise), including any business or enterprise that is in competition with the Platform;
xix. release to the public any news release, advertising material, promotional material or any other form of publicity or information relating to The Shift without The Shift’s prior written consent; or
xx. use the Platform to transmit any information or material that is, or may reasonably be considered to be:
xxi. abusive, threatening, harassing, harmful, obscene, indecent, lewd, inflammatory, violent, vulgar, profane, racially, ethnically or otherwise objectionable or offensive in any way;
xxii. libellous, defamatory, pornographic, sexually explicit, unlawful or plagiarised;
xxiii. infringing upon or violating any copyright, trademark, patent or other intellectual property or proprietary right;
xxiv. in breach of any duty of confidentiality by which you are bound, whether by way of a fiduciary or contractual relationship;
xxv. in breach of any person’s privacy or publicity rights;
xxvi. a misrepresentation of facts, including the impersonation of any person or entity or a misrepresentation of an affiliation with any person or entity (including any sponsorship or endorsement);
xxvii. in violation of any applicable law, statute, ordinance or regulation, or encouraging of others to do so;
xxviii.containing any political campaigning material, advertisements or solicitations; or
xxix. likely to bring The Shift or any of its staff into disrepute.

GST
61. Words or expressions used in these Terms of Use that are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning as given in the Act. If GST applies to any supply made under these Terms of Use, then the party making that supply may, in addition to any other amount payable, recover from the other party an additional amount on account of GST, such amount to be calculated on the basis of the current GST rate. Unless otherwise specified, any amount payable under these Terms of Use is exclusive of GST.

ACKNOWLEDGEMENTS
62. The scope and coverage of the insurance provided by The Shift is subject to the terms and conditions of the insurance policies maintained by The Shift. It is your obligation to ensure that you understand the terms and conditions of the policies maintained by The Shift (including the payment of an excess) and the limitations therein.
63. The Shift insurance will only provide cover to the extent of any services provided on the Platform. The Shift makes no representation or warranty that its insurances are sufficient or adequate to provide coverage for any of your acts or omissions in connection with your use of the Platform, including in respect of any services, booking, job or payment. You are required to maintain your own insurances in respect of your use of the Platform as are appropriate for your own circumstances, including for any services, booking, job and/or fee payment. You acknowledge that you are solely responsible and liable if our insurances do not cover you for any claim, event, occurrence, act, omission or other incident. Please contact us if you have any questions about The Shift’s insurance coverage.
64. The Specialist acknowledges that:
a. The Shift will not be responsible or liable in any way for any postponement, cancellation, no-show, termination or other non-performance of a job; and
b. We reserve the right to increase our fees or introduce new prices or charges at any time.

INDEMNIFICATION
65. You agree to indemnify, and must defend and hold harmless, The Shift and its related bodies corporate, personnel, servants and agent, from and against any claims, liabilities, damages, losses and expenses (including reasonable legal fees) arising out of or in any way connected with any of the following (including as a result of your direct activities on the Platform):
a. your Content or access to the Platform;
b. your use of any Content on the Platform;
c. your breach of these Terms of Use (including your privacy or confidentiality obligations) or any of the warranties or covenants given or made by you;
d. your participation in, casting of, booking of, or provision of services for a job;
e. your claim against a The Shift for any reason;
f. your claim against a Specialist for any reason;
g. any claim by any third party arising directly or indirectly from you breach of any of the provisions of these Terms of Use;
h. any claim or allegation that your Content infringes a third party’s rights, including Intellectual Property Rights.
i. your violation of any applicable laws, rules or regulations; and
j. any misrepresentation made by you.

LIMITATION OF LIABILITY
66. You agree that you use the Platform at your own risk and that The Shift disclaims any and all responsibility for any damage or loss that you may suffer or incur as a result of using the Platform. To the maximum extent permitted by law (but subject to paragraph 72):
a. the Platform and the The Shift Materials and any other features or functions associated with the Platform are provided “as is” and “as available” with all faults and without warranty;
b. no circumstances will The Shift be liable in any way for any Content, including but not limited to any errors or omissions in such Content or any loss or damage of any kind incurred as a result of any use of Content posted, transmitted or otherwise made available via the Platform;
c. we do not make any promises or assurances to you about the Platform or the The Shift Materials, including without limitation that your use of the Platform will be uninterrupted or error-free;
d. we make no representations or warranties in relation to the accuracy or completeness of the information, advice or other content available on or via the Platform and we do not accept any liability in relation to your reliance on such information, advice or other content; and
e. we will not be liable for any loss or damage (including indirect or consequential loss or damage, loss of profit, loss of revenue, loss of data or loss of opportunity) however caused which may be suffered or incurred or which may arise directly or indirectly in respect of the use by you of the Platform.
67. Nothing in these Terms of Use excludes, restricts or modifies any rights that you have under existing laws or regulations and codes, including the Competition and Consumer Act 2010 (Cth) and fair trading laws. There are statutory guarantees under consumer protection laws that cannot be excluded. To the extent that any statutory guarantees apply to these Terms of Use, we limit our liability to the maximum extent permitted by law, at our election, to the supply of our services again or the payment of the cost of having our services supplied again.
68. As facilitator of the Platform, The Shift reserves the right, but has no obligation, to monitor and take action regarding any disputes between users.
69. If you believe that any user from which you have made arrangements with through this site has failed to provide those services to you, or that those services did not meet your expectations, please contact us to let us know so that we may take disciplinary action against that user if we consider it appropriate at our discretion to do so. The Shift will not, however, act on your behalf, or on behalf of any user, in respect of any dispute between a Specialist.

CONFIDENTIALITY
70. Subject to paragraph 76, you must (and must ensure that your personnel do) keep confidential, and not use or permit any unauthorised use of, all Confidential Information. This obligation will survive the termination or expiry of these Terms of Use.
71. For the avoidance of doubt, you agree that the Content forms part of the Confidential Information, and you may not use, or disclose, any of the Content, in any way that is not permitted under these Terms of Use. You acknowledge and agree that, at times, Content, is not accessible in the public domain, and is of substantial value to users of the Platform.
72. Paragraph 75 does not apply where the disclosure is required by law or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Terms of Use and provided that you ensure the adviser complies with the terms of paragraph 75.
73. You agree that monetary damages may not be an adequate remedy for a breach of paragraph 75. We are entitled to seek an injunction, or any other remedy available at law or in equity, at our discretion, to protect ourselves from a breach (or continuing breach) of paragraph 75.

PRIVACY
74. The Shift collects, uses, holds and discloses personal information in accordance with its Privacy Policy and otherwise as set out in these Terms of Use. These Terms of Use prevail to the extent of any inconsistency.
75. In addition to the purposes of collection set out in our Privacy Policy, The Shift collects personal information from you for the following purposes: to enable us to administer and provide the Platform; to connect External organisations with Specialist; to facilitate payments; to verify your identity; and to assist us in improving the Platform and our services. We may provide your personal information to our affiliates, commercial partners and financial service providers (for example, a bank, a payment network, or other financial intermediary) for these purposes. You acknowledge that these third-party providers may use your personal information in accordance with the terms of their own privacy policy.
76. The Shift also collects data from information and Content uploaded to the Platform in order to develop artificial intelligence (AI) software which creates return on investment (ROI) forecasts for External organisations in relation to jobs, services and/or any other usage carried out on the Platform.

NO CIRCUMVENTION
77. Users (and their respective agents) each acknowledge and agree that:
a. the job Fee is a significant part of the remuneration which The Shift receives from the Platform and the job Fee is required to enable The Shift to make the Platform available; and
b. It is an essential term of these Terms of Use that the Specialist completes all jobs using the Platform and does not negotiate separate payment terms or jobs outside of the Platform.
78. Users (and their respective agents) each acknowledge and agree that, unless the External organisations or Specialist pays the Opt-Out Fee (see paragraph 79 below), during the Exclusivity Period the External organisations and Specialist:
a. must use the Platform as the exclusive method to list, apply for, book and complete and pay for any Briefs and/or jobs, or services or other engagements between the External organisations and The Shift and between The Shift and Specialist;
b. must not circumvent the payment of the job Fee;
c. must not enter into any agreement, contract or other engagement or arrangement for the provision of services by the Specialist for the External organisations outside of the Platform (whether directly or indirectly and whether individually or through any third-party intermediary);
d. in the case of a External organisations – must not submit any proposal or solicit, approach or invite any Specialist identified on the Platform to perform services or work, or make payment to that Specialist outside of the Platform; and
e. in the case of a Specialist – must not accept any proposal or invitation from a External organisations identified on the Platform or solicit or approach any such External organisations to perform services or work, or receive payment from that External organisations outside of the Platform.
You agree to notify The Shift immediately if a person suggests that you make or receive a payment or work together outside of the Platform, or if you are aware of a breach or potential breach of the non-circumvention conditions in paragraph 81. Please contact us at: hailey.mason@the-shift.agency
79. You may opt-out of the non-circumvention obligations in paragraph 80 in respect of a particular relationship between a External organisations and a Specialist, only if you pay The Shift an opt-out fee (the Opt-Out Fee), which is calculated as the greater of:
a. $3,500; or
b. the amount of all job Fees that would be earned by The Shift during the Exclusivity Period, calculated based on an annualized amount earned by Specialist from External organisations during a normalized 8-week period, or during such shorter period as data is available to The Shift.
80. In paragraphs 80 and 81, Exclusivity Period means for so long as the Specialist or External organisations (as applicable) is registered on the Platform and a period of 12 months commencing on the later of:
a. the date a External organisations first contacts, meets or identifies a Specialist through the Platform; or
b. the date that a Specialist completes his or her last job for a External organisations through the Platform, or if a Specialist has not completed any job for a External organisations through the Platform, the date that a Specialist’s agreement with us under these Terms of Use is terminated.
81. If The Shift determines, in its sole discretion, that you have breached your obligations in paragraphs 79-80, The Shift may, to the maximum extent permitted by law: (i) send you an invoice for the Opt-Out Fee, which you agree to pay within 30 days; and/or (ii) terminate your Account; and/or; (iii) charge you for all losses and costs and reasonable expenses (including lawyers’ fees) related to investigating such breach and collecting such fees.
82. Paragraphs 79-82 apply where a External organisations and a Specialist have been introduced or identified through the Platform, for example if a External organisations identifies a Specialist through the Platform. If a External organisations and a Specialist were not introduced through the Platform, for example if the External organisations and Specialist have worked together before meeting on the Platform, then the non-circumvention conditions in paragraphs 79-82 do not apply.

MONITORING, SUSPENSION AND TERMINATION
83. The Shift reserves the right to monitor the Platform generally and all Account activity. If your Account shows signs of fraud, abuse or suspicious activity, we may close or freeze the Account immediately. The Shift retains the right and absolute discretion to suspend or terminate your Account, and/or access to the Platform generally without notice if we believe you have abused any privilege accorded to you as a participant on the Platform, supplied misleading information or made any misrepresentations to us in connection with the Platform, tampered with the Platform in any way, breached these Terms of Use, or engaged in any unlawful or other improper misconduct calculated to jeopardise the proper administration of the Platform. The Shift retains the right to remove any Content that it considers breaches these Terms of Use.

GENERAL TERMS
84. If the Platform is not capable of running as planned for any reason beyond the reasonable control of The Shift, including because of Acts of God, pandemic, war, terrorism, state of emergency or disaster (including natural disaster), infection by computer virus, bugs, tampering, unauthorised intervention, technical failures or any which corrupt or affect the administration, security, fairness, integrity or proper conduct of the Platform, The Shift reserves the right, in its absolute discretion, to cancel, terminate, modify or suspend the Platform.
85. These Terms of Use are governed by and are to be construed in accordance with the laws of the State of New South Wales and the parties submit to the jurisdiction of the courts of New South Wales and any courts competent to hear appeals from those courts.
86. If you are using the Platform on behalf of a legal entity, you represent that you are authorised to enter into an agreement on behalf of that legal entity. These Terms of Use constitute the entire agreement between you and The Shift and govern your use of the Platform, superseding any prior agreements between you and The Shift. You will not assign any rights or obligations under these Terms of Use, in whole or in part, to any third party without the prior written consent of The Shift. The Shift may assign its rights or obligations hereunder at its sole discretion.
87. If any clause or part of any clause is in any way unenforceable, invalid or illegal, it is to be read down and amended so as to be enforceable, valid and legal. If this is not possible, the clause (or where possible, the offending part) is to be severed from these Terms of Use without affecting the enforceability, validity or legality of the remaining clauses (or parts of those clauses) which will continue in full force and effect.

CONTACT AND HELP DETAILS
88. You may contact us at: hello@the-shift.agency

DEFINITIONS
89. The following terms have the following meanings in these Terms of Use:
“Account” means an account completed by a Specialist for use of the Platform;
“Booking Agreement” means the agreement between The Shift and a Specialist for the provision of services for a job which is available at “My Projects” on the Platform;
“Brief” means an initial brief describing the requirements for a job.
“Confidential Information” includes information which is disclosed to a party in connection with these Terms of Use at any time, is prepared or produced under or in connection with these Terms of Use at any time, any Content, relates to a party’s business, assets or affairs; or relates to the subject matter of, the terms of and/or any transactions contemplated by these Terms of Use, whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever a party receives that information;
“Content” means any content uploaded to the Platform by The Shift or a Specialist, including any posts, comments, reviews, information (including contact information), video, audio, photographs, images, illustrations, animations, data or other interactive features which may be made available on the Platform;
“Intellectual Property Rights” means all present or future intellectual property rights of whatever nature anywhere in the world including, but not limited to, rights in respect of or in connection with copyright, inventions (including patents), trade marks, service marks, trade names, domain names, designs, any rights in silicon chip topography, Confidential Information and Know-How and similar industrial, commercial and intellectual property rights, whether or not registered or registrable, and includes the right to apply for the registration of such rights, and whether existing in Australia or otherwise;
“Job” means a project, campaign or other brief which requires the services of The Shift or use of the Platform, as specified on the Platform or otherwise;
“Job Profile” means the profile for a job listed by The Shift on the Platform;
“Platform” means the website, the Application and any associated The Shift properties or websites;
“Specialist” means a user of the Platform who registers as a provider of professional or creative services;
“Specialist Service Fee” means the stated fee payable by The Shift to a Specialist in respect of job plus any applicable GST;
“The Shift Materials” means the Platform and the pre-existing and/or underlying intellectual property of The Shift upon which the Platform is based, including the Platform’s design or processes and all The Shift confidential information and know-how, and any associated materials owned, developed or licensed by The Shift and made available via the Platform;

You must review and acknowledge our terms of service by ticking the checkboxes below to proceed in creating an account.

You agree to grant to The Shift (and its agents) in respect of all Content uploaded to the Platform and all images of Job Materials, a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable licence to use the Content and images for the purpose of marketing and promoting The Shift (and its products and services) in any manner. You acknowledge that The Shift may reproduce such images from your official sites and platforms for such purposes.

You will not engage in any of the following prohibited conduct:
i. use the Platform to make or promote projects of hate or crime against any individual or company;
ii. use the Platform to make projects which result in any political gain;
iii. use the Platform to make or promote projects that harm the environment in any way;
iv. bullying, harassment or abuse of any kind;