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Standard Contractor Terms

STANDARD CONTRACTOR TERMS

Schedule to NEO Marketplace Participation Agreement and NEO Customer Services Agreement

Version 1.0 — September 2026

These Standard Contractor Terms govern the engagement of independent contractors through the NEO Platform under two models: Contractor Management, where the Customer contracts with the Contractor directly and uses the Platform to administer the engagement, and Contractor of Record, where a Marketplace Partner contracts with the Contractor on the Customer’s behalf. When a Work Order is confirmed through the Platform, these terms apply to that engagement as set out in Section 2.

1. Definitions

In these Standard Contractor Terms, unless the context otherwise requires:

“Applicable Law” means all laws, regulations, orders, directives and statutory requirements applicable to the engagement of the Contractor in the Specified Jurisdiction.

“Classification Assessment” means the assessment of whether an individual may lawfully be engaged as an independent contractor in the Specified Jurisdiction, completed through the Platform at onboarding.

“Contractor” means an individual, or an entity through which an individual provides services, engaged to perform services for the Customer on an independent basis under a Contractor Agreement.

“Contractor Agreement” means the services agreement between the Contractor and the Engaging Party for a particular engagement.

“Contractor Management” means the engagement model in which the Customer is the Engaging Party and uses the Platform for onboarding, contracting, invoicing and payment administration.

“Contractor of Record” or “COR” means the engagement model in which a Marketplace Partner is the Engaging Party and contracts with the Contractor on the Customer’s behalf in the Specified Jurisdiction.

“COR Provider” means the Marketplace Partner acting as Contractor of Record for an engagement.

“Customer” means the party receiving the services of the Contractor, whether contracting directly with NEO, through a Channel Partner, or as an end-client of a Channel Partner.

“Engaging Party” means the party that is the legal counterparty to the Contractor Agreement: the Customer under Contractor Management, or the COR Provider under Contractor of Record.

“Contractor Fees” means all amounts payable to the Contractor under the Contractor Agreement, including fees, approved expenses and any other remuneration.

“Marketplace Partner” or “Provider” means a service provider delivering Contractor of Record or related services through the Platform.

“NEO” means NEO Global Pty Ltd and its affiliates, operating the NEO Platform.

“Platform” means NEO’s proprietary software platform for workforce management, engagement coordination and payment processing, including any integrated third-party application through which NEO delivers Contractor Management services from time to time.

“Specified Jurisdiction” means the country or territory in which the Contractor performs the services or is resident, as stated in the Work Order.

“Work Order” means a request submitted through the Platform to engage a Contractor, specifying the engagement model, scope of services, fees, jurisdiction and other relevant details.

2. Formation and Application

2.1 Contractor Management

Where a Work Order specifies Contractor Management, the Contractor Agreement is formed between the Customer and the Contractor when both parties accept it through the Platform. The Customer is the Engaging Party. NEO is not a party to the Contractor Agreement and does not engage the Contractor. These Standard Contractor Terms govern the Customer’s use of the Platform for that engagement and form part of the Customer Services Agreement or Channel Partner Agreement, as applicable.

2.2 Contractor of Record

Where a Work Order specifies Contractor of Record and a COR Provider accepts it through the Platform, these Standard Contractor Terms form a binding agreement between the COR Provider and the Customer for that engagement. The COR Provider is the Engaging Party and executes the Contractor Agreement with the Contractor. The Customer is an intended third-party beneficiary of the COR Provider’s obligations and may enforce them directly, in addition to any remedies available through NEO.

2.3 No Separate Written Agreement Required

Confirmation of a Work Order through the Platform constitutes agreement to be bound by these Standard Contractor Terms for that engagement without the need for a separate written agreement.

2.4 Relationship with Other Agreements

These Standard Contractor Terms operate alongside, and do not replace:

  1. the Marketplace Participation Agreement between a Marketplace Partner and NEO;
  2. the Customer Services Agreement between the Customer and NEO, or the Channel Partner Agreement, as applicable; and
  3. any country-specific addenda or Work Order terms.

In the event of conflict, the order of precedence is: (1) the Work Order, (2) any country-specific addendum, (3) these Standard Contractor Terms.

3. Classification

3.1 Basis of Classification

Whether an individual may lawfully be engaged as an independent contractor in the Specified Jurisdiction is determined on the basis of the Classification Information and Applicable Law. NEO does not assess, determine or warrant the status of any Contractor, and nothing on the Platform constitutes legal advice on classification.

3.2 Responsibility under Contractor Management

Under Contractor Management, the Customer, as Engaging Party, is solely responsible for determining that the Contractor may lawfully be engaged as an independent contractor in the Specified Jurisdiction, for the accuracy and completeness of the Classification Information, and for all consequences of misclassification. There is no partner assessment under this model.

3.3 Responsibility under Contractor of Record

Under Contractor of Record, the COR Provider makes the classification determination under the law of the Specified Jurisdiction on the basis of the Classification Information and any further information it requests from the Customer. The COR Provider may decline any engagement it considers cannot lawfully proceed on an independent-contractor basis. Where the COR Provider determines that an individual would be treated as an employee under Applicable Law, the engagement will not proceed under these terms and the Customer may elect to engage the individual under the Standard EOR Terms instead.

3.4 Changes in Circumstances

The Customer shall promptly notify NEO and, where applicable, the COR Provider of any change in the nature, duration, exclusivity or supervision of the services that may affect the Contractor’s status. The Engaging Party may require updated Classification Information and may end the engagement if it can no longer lawfully continue on an independent basis.

4. Customer Obligations

The Customer shall:

  1. provide accurate and complete information in each Work Order and in the Classification Information;
  2. engage the Contractor for defined services and outcomes, and refrain from directing the Contractor in a manner inconsistent with independent-contractor status under Applicable Law, including as to working hours, place of work, exclusivity and method of performance, except as the Contractor Agreement permits;
  3. approve or dispute Contractor invoices through the Platform within the period stated in the Work Order or, if none, within five (5) business days of submission;
  4. fund approved Contractor Fees and all charges due under the Work Order in cleared funds by the payment date shown on the Platform;
  5. comply with its own legal obligations in connection with the engagement, including any reporting or withholding obligations that Applicable Law places on the recipient of services; and
  6. not engage, outside the Platform, any Contractor or Marketplace Partner introduced through the Platform, in accordance with the applicable NEO agreement.

5. COR Provider Obligations

Where the engagement model is Contractor of Record, the COR Provider shall:

  1. act as the legal counterparty to the Contractor Agreement in the Specified Jurisdiction and execute a Contractor Agreement incorporating the scope, fees and terms specified in the Work Order;
  2. ensure the Contractor Agreement complies with Applicable Law and reflects an independent-contractor relationship in the Specified Jurisdiction;
  3. complete the classification determination in accordance with Section 3.3;
  4. collect and verify the Contractor’s identity, tax and business-registration documentation required under Applicable Law;
  5. receive Contractor invoices, pay Contractor Fees within the timeframe stated in the Work Order after receipt of cleared funds from the Customer, and issue any statutory statements or filings required of a party engaging a contractor in the Specified Jurisdiction;
  6. maintain all registrations, licences and authorisations required to engage contractors in the Specified Jurisdiction;
  7. include in the Contractor Agreement confidentiality obligations protecting the Customer’s confidential information and intellectual property provisions in favour of the Customer to the fullest extent permitted by Applicable Law;
  8. conduct any termination of the Contractor Agreement in accordance with its terms and Applicable Law; and
  9. respond to Customer and NEO enquiries within two (2) business days and promptly notify the Customer and NEO of any regulatory enquiry, classification challenge or other matter that may materially affect the engagement.

6. Warranties

6.1 COR Provider Warranties

The COR Provider warrants that it holds all licences, registrations and authorisations required to engage contractors in the Specified Jurisdiction; that it will comply with Applicable Law in performing its obligations; that it has adequate systems, processes and personnel to do so; that it maintains professional indemnity and other insurance appropriate to its services; and that neither it nor any of its directors, officers or beneficial owners is a sanctioned person or located in a sanctioned country.

6.2 Customer Warranties

The Customer warrants that the information it provides in each Work Order and in the Classification Information is accurate and complete; that it has authority to engage the Contractor for the services described; and that it will not use the Platform or any engagement for a purpose that violates applicable sanctions, anti-money-laundering or anti-bribery laws.

7. Fees, Invoicing and Payment

7.1 Platform and COR Fees

The platform fee for Contractor Management and, where applicable, the COR fee are stated in the applicable NEO agreement or Statement of Work and in the quote shown on the Platform before the Work Order is confirmed. COR fees vary by Specified Jurisdiction and are set by the COR Provider.

7.2 Pass-Through Charges

Any charge of a Marketplace Partner or third party that is not included in the platform fee or COR fee — including onboarding or offboarding charges, immigration or work-authorisation support, and any statutory registration or filing fees — is a pass-through charge. Pass-through charges are quoted before the Work Order is confirmed or, where they arise later, before they are incurred, and are passed on without margin.

7.3 Contractor Fees

Contractor Fees are payable in the currency and on the schedule stated in the Contractor Agreement. The Customer funds approved Contractor Fees in advance of the payment date shown on the Platform. Payments to Contractors are released only after cleared funds are received. Neither NEO nor the COR Provider is obliged to advance Contractor Fees from its own funds.

7.4 Late Payment

If the Customer fails to fund amounts due by the payment date, the Engaging Party may suspend payments to the Contractor and, in the case of Contractor of Record, the COR Provider may suspend performance until the amounts are received. Overdue amounts bear interest at the rate of one per cent (1%) per month, or the maximum rate permitted by Applicable Law if lower, from the due date until paid. The Customer is responsible for any amounts payable to the Contractor under the Contractor Agreement or Applicable Law as a result of late funding.

7.5 Security Deposit

No deposit applies to Contractor Management unless stated in the Work Order. A COR Provider may require a refundable security deposit for an engagement where the Specified Jurisdiction or the terms of the engagement warrant it; if so, the amount is stated in the quote before the Work Order is confirmed. Any deposit is applied only against amounts due and unpaid after notice and is refunded within thirty (30) days after the later of the end of the engagement and receipt of all outstanding payments.

8. Liability

8.1 Contractor Management

Under Contractor Management, the Customer is solely liable for all obligations of the Engaging Party under the Contractor Agreement and Applicable Law, including payment of Contractor Fees, any withholding or reporting obligations, and any liability arising from the classification of the Contractor. NEO’s liability in respect of the Platform is governed by the applicable NEO agreement.

8.2 Contractor of Record

Under Contractor of Record, the COR Provider is solely liable for its obligations as Engaging Party under the Contractor Agreement and Applicable Law, for the accuracy of its classification determination on the information supplied to it, for errors in the processing of Contractor Fees, and for breach of its confidentiality or data protection obligations.

8.3 Limitation

Subject to Section 8.4, the COR Provider’s total aggregate liability to the Customer for all claims arising out of or in connection with a single Work Order shall not exceed the greater of (a) the COR fees paid or payable by the Customer for that Work Order in the twelve (12) months preceding the event giving rise to the claim, and (b) three (3) months of the Contractor Fees stated in that Work Order.

8.4 Exclusions from Limitation

The limitation in Section 8.3 does not apply to the COR Provider’s obligation to pay Contractor Fees received from the Customer to the Contractor; liability arising from fraud, wilful misconduct or gross negligence; liability arising from breach of data protection obligations; or liability that cannot be limited under Applicable Law.

8.5 Consequential Damages

To the maximum extent permitted by Applicable Law, no party shall be liable for indirect, incidental, special, consequential or punitive damages, including loss of profits, revenue or business opportunity, except in cases of fraud, wilful misconduct or gross negligence.

9. Indemnification

9.1 Customer Indemnification

The Customer shall indemnify, defend and hold harmless the COR Provider and NEO from and against any claims, losses, damages, liabilities and expenses (including reasonable legal fees) arising from: inaccurate or misleading information provided by the Customer in a Work Order or in the Classification Information; the Customer’s direction or treatment of the Contractor in a manner inconsistent with independent-contractor status; the Customer’s failure to fund amounts due, resulting in non-payment of the Contractor; and, under Contractor Management, any claim that the Contractor is or should be treated as an employee of any party.

9.2 COR Provider Indemnification

The COR Provider shall indemnify, defend and hold harmless the Customer from and against any claims, losses, damages, liabilities and expenses (including reasonable legal fees) arising from: the COR Provider’s breach of these Standard Contractor Terms; its failure to comply with Applicable Law as Engaging Party; claims by the Contractor for Contractor Fees that were funded by the Customer but not paid by the COR Provider; claims by government authorities in respect of the COR Provider’s own registration, filing or withholding obligations; and the COR Provider’s gross negligence or wilful misconduct. This indemnity does not extend to claims arising from information supplied by the Customer or from the Customer’s conduct described in Section 9.1.

10. Intellectual Property

The Engaging Party shall ensure that the Contractor Agreement provides that all intellectual property rights in materials created by the Contractor in the course of the services vest in the Customer, or are assigned to the Customer, to the fullest extent permitted by Applicable Law, with a waiver of moral rights where the law permits. The Customer acknowledges that assignment and moral-rights rules vary by jurisdiction and that some rights cannot be assigned or waived by operation of law. To the extent any right cannot be assigned, the Engaging Party shall procure that the Contractor grants the Customer a perpetual, irrevocable, worldwide, royalty-free, exclusive and sublicensable licence to use it.

11. Data Protection

Each Engaging Party shall comply with applicable data protection and privacy law in processing the Contractor’s personal data and acts as an independent controller (or joint controller with the Customer, depending on the jurisdiction) in respect of the data it processes to perform the engagement. NEO processes Contractor personal data in accordance with its Data Processing Agreement and privacy policy. Each party shall implement appropriate technical and organisational measures to protect personal data and shall notify the other parties and NEO without undue delay, and in any event within seventy-two (72) hours, on becoming aware of a personal data breach affecting Contractor data. Where required by Applicable Law, the parties shall enter into a data processing agreement in the form required by the applicable jurisdiction.

12. Termination

12.1 Termination of Engagement

The Engaging Party or the Customer may end an engagement in accordance with the notice period stated in the Work Order or the Contractor Agreement or, if none is stated, on reasonable notice. Under Contractor of Record, the Customer instructs the COR Provider through the Platform and the COR Provider terminates the Contractor Agreement in accordance with its terms and Applicable Law.

12.2 Continuing Obligations

The Customer remains responsible for all Contractor Fees for services performed and expenses approved up to the effective date of termination, and for any amounts payable to the Contractor under the Contractor Agreement on termination.

12.3 Termination for Cause

Any party may terminate its participation in an engagement immediately on written notice if another party commits a material breach and fails to cure it within thirty (30) days of notice, or becomes insolvent or has a receiver appointed.

13. Dispute Resolution and Governing Law

The Customer may pursue claims against a COR Provider directly, as a third-party beneficiary of these Standard Contractor Terms, or through NEO’s claims facilitation process. The parties shall attempt to resolve any dispute through good-faith negotiation before commencing formal proceedings. These Standard Contractor Terms are governed by the law of the Specified Jurisdiction for matters relating to the Contractor’s status and the Engaging Party’s obligations under Applicable Law, and by the laws of New South Wales, Australia for all other matters. Disputes may be brought in the courts of the Specified Jurisdiction for the former, and in the courts specified in the applicable NEO agreement for the latter.

14. NEO’s Role

NEO provides the Platform and coordination between the Customer, the Contractor and any COR Provider, and facilitates payment of Contractor Fees through the Platform. NEO is not the Engaging Party under either model, is not a party to any Contractor Agreement, and does not determine or warrant the status of any Contractor. NEO does not warrant or guarantee the performance, quality, solvency or compliance of any Marketplace Partner and is not liable for any act, omission, error or breach of a Marketplace Partner in delivering its services. Where NEO delivers Contractor Management through an integrated third-party application, the terms of that application form part of the Platform terms for the period of its use.

15. Updates to these Terms

NEO may publish updated versions of these Standard Contractor Terms from time to time. An updated version applies only to Work Orders confirmed after its publication date; Work Orders confirmed under an earlier version continue to be governed by that version for the life of the engagement. NEO will give Channel Partners not less than thirty (30) days’ notice of a new version before it takes effect.

Acknowledgment

By confirming a Work Order through the NEO Platform, each party acknowledges and agrees that:

  • these Standard Contractor Terms apply to that engagement in accordance with Section 2;
  • under Contractor Management, the Customer is the Engaging Party and bears full responsibility for the classification of the Contractor, on the basis of the Classification Information it provides, and for its obligations under the Contractor Agreement;
  • under Contractor of Record, the COR Provider is the Engaging Party, makes the classification determination, and bears full responsibility for its obligations as such, and the Customer is a third-party beneficiary with direct enforcement rights; and
  • NEO’s role is limited to platform provision, coordination and payment orchestration.

[END OF STANDARD CONTRACTOR TERMS]

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