These Terms and Conditions ("Terms") govern your access to and use of the Fraxional platform your access to and use of Fraxional's client services ("Services") provided by Fraxional Limited ("Fraxional," "we," "us," or "our"). By signing up and engaging Fraxional's Services, you ("Client," "you") agree to be bound by these Terms. Please read them carefully before proceeding.

1. Services and Relationship

Service Provision: Fraxional will provide access to a network of independent contractors, fractional leaders, and gig workers ("Contractors") to fulfill your project requirements as defined in a Scope of Work ("SOW") or other agreed-upon documentation. Fraxional as Sole Point of Contact: All engagements and transactions will be solely between you and Fraxional. There is no direct contractual or employment relationship between you and the Contractors. No Direct Engagement: You agree not to directly engage, solicit, or poach any Contractor provided by Fraxional, either during the term of your engagement with Fraxional or for a period of 12 months following the termination of your engagement. Non-Solicitation Fee: If you breach the non-solicitation clause, you agree to pay Fraxional a fee equivalent to 25% of the Contractor's first-year compensation.

2. Project Scope and Delivery

Statement of Work: The specific scope of each project, deliverables, timelines, and payment terms will be outlined in a SOW or other mutually agreed-upon documentation. Fraxional's Project Management: Fraxional will manage the project and oversee the Contractors' performance to ensure deliverables are met according to the SOW. Client Communication: All communication regarding project requirements and deliverables will be conducted through the designated channels agreed by Client with Fraxional.

3. Payment and Fees

Fees: You agree to pay Fraxional the fees outlined in the SOW or other agreed-upon documentation. Payment Terms: Payment terms will be specified in the SOW. Invoicing: Fraxional will provide invoices according to the agreed-upon payment schedule.

4. Work Quality and Warranties

Limited Warranty: Fraxional warrants that the deliverables will substantially conform to the specifications outlined in the SOW for a period of [Specify Time Period, e.g., 30 days] following delivery. If the deliverables do not conform, Fraxional will, at its sole discretion, either remedy the non-conformity or provide a refund of the fees paid for the non-conforming deliverables. Service Level Agreement (SLA): For ongoing engagements, Fraxional may offer an SLA that outlines specific performance metrics and remedies for non-compliance. Disclaimer: Except as expressly provided in this section, Fraxional makes no warranties, express or implied, regarding the Contractors' work or deliverables.

5. Intellectual Property

Client Ownership: All intellectual property created by Contractors during the project, as specified in the SOW, will be owned by you. Fraxional IP: Fraxional retains ownership of all intellectual property related to its platform and services.

6. Confidentiality

Mutual Confidentiality: Both you and Fraxional agree to keep confidential all proprietary and confidential information received from the other party.

7. Data Privacy and Security

Compliance: Fraxional complies with the New Zealand Privacy Act 2020 and other applicable data privacy laws. Data Handling: Fraxional will handle your data in accordance with its Privacy Policy. Security Measures: Fraxional implements reasonable security measures to protect data.

8. Limitation of Liability

Limitation: Fraxional's liability for any damages arising out of these Terms or the Services will be limited to the fees paid by you to Fraxional. Exclusion: Fraxional will not be liable for any indirect, incidental, consequential, or special damages.

9. Termination

Termination for Cause: Either party may terminate the engagement for material breach of these Terms or the SOW. Termination for Convenience: Either party may terminate the engagement with 30 days written notice.

10. Governing Law

Jurisdiction: These Terms will be governed by and construed in accordance with the laws of New Zealand.

11. Entire Agreement

Entire Agreement: These Terms, together with any SOWs, constitute the entire agreement between you and Fraxional.

12. Changes to Terms

Updates: Fraxional may update these Terms at any time. You will be notified of any changes.

13. Data Privacy (New Zealand)

Compliance with Privacy Act 2020: Fraxional complies with the New Zealand Privacy Act 2020. Collection, Use, and Disclosure: Fraxional collects, uses, and discloses personal information as described in its Privacy Policy, which is available on the Fraxional platform. This may include information necessary to facilitate connections between Members and clients, manage memberships, and comply with legal obligations. Data Security: Fraxional takes reasonable steps to protect personal information from unauthorized access, use, or disclosure. Access and Correction: You have the right to access and correct your personal information. Data Retention: Fraxional retains personal information only as long as necessary.

14. Data Sharing and Processing (New Zealand)

Data Sharing: Fraxional may share personal information with third-party service providers who assist with platform operations (e.g., IT support, payment processing). Fraxional will ensure these providers comply with the Privacy Act 2020. Cross-Border Transfers: If data is transferred outside New Zealand, Fraxional will ensure appropriate safeguards are in place.

15. Account Security

Security Measures: Fraxional implements reasonable security measures to protect the platform and user data from cyber threats. User Responsibilities: You are responsible for maintaining the security of your account credentials and devices. You must not engage in any activity that could compromise the security of the platform.

16. Responsible and Ethical Use of AI (New Zealand)

AI Principles: Fraxional is committed to the ethical and responsible use of AI. Any AI used will be for specific, legitimate purposes, such as improving platform functionality, matching Contractors with Clients, or analyzing skills. Transparency, Fairness, and Human Oversight: Fraxional will strive for transparency in its use of AI, ensure fairness and non-discrimination, and maintain human oversight of AI systems. Data Minimization and Security: Fraxional will only process the minimum necessary data and implement security measures to protect data processed by AI. Accountability: Fraxional is accountable for the use of AI and will regularly review its AI practices.

By ticking the box and signing up, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.