Terms of Service

Outstaffer Terms of Service

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About us

We’re Outstaffer Pty Limited ABN 52 626 134 870, a company incorporated in Australia. Our principal place of business is Level 7, 333 Exhibition Street, Melbourne VIC 3000 Australia (We, Us, Our, or Outstaffer). ‘You’ are the legal entity listed on your account (You, Your or the Customer). 

Background

Outstaffer operates the Outstaffer Global Workforce Platform (Platform), which makes it possible for You to find, hire, equip and pay Employees in any of our covered countries without the hassle of setting up a local legal entity in a fully compliant and legal manner. Outstaffer does that by employing individuals on your behalf in our Local Affiliates and making them available to You as remote workers on a secondment basis, acting as the Employer of Record (EOR). Outstaffer calls these individuals Employees. 

Terms

These Terms set out the terms and conditions by which Outstaffer and Our Local Affiliates provide You with the Services detailed below and access to the Platform. By (i) signing up on the Platform and/or (ii) using Our Services, You are entering into a legally binding contract with Outstaffer based on these Terms, and You warrant to Outstaffer that the person entering into this contract has the authority to bind You and enter into these Terms. 

Local Affiliates

Local Affiliates are the Outstaffer entities that We have established in a legal jurisdiction to employ Employees and provide EOR Services to You (Local Affiliates). To clarify, an Affiliate means a company that directly or indirectly controls, is controlled by, is under common control with or is otherwise in the same group of entities as a part (Affiliate or Affiliates).

Our Services

We offer eight Services under the following Terms (Services):

• Talent Fulfillment Services: where Outstaffer sources and recruits individuals that are employed or contracted by (i) You; or (ii) Outstaffer on Your behalf using Our EOR Services. 
• EOR Services: where Outstaffer acts as the EOR and employs individuals You select on Your behalf for the purpose of working for and providing services to You (Employees, and each an Employee).
• Global Benefit Products: where Outstaffer facilitates the enrollment of Your Employee into a health insurance plan, and if requested, their dependents, with a third-party health insurer.
• Global Payroll Services: where Outstaffer facilitates the processing of Your employees’ payroll.
• Equipment Services: where Outstaffer provides a Device as a Service (DaaS) to Your Employee, including Windows devices, MacOS devices, Equipment Add-ons, software, support, repair, maintenance, and hosting to enable Your Employee to work remotely.
• Insightful Services: where Outstaffer provides you access to employee monitoring and time tracking software hosted by Us to enable You to track time and attendance and get productivity insights and analytics of your Employee.        ‍
• Workplaces Services: where Outstaffer facilitates a WeWork All Access Membership at WeWork premises for Your Employee.

Adding Job Requisitions

To utilise our Talent Fulfillment Services through the Platform, You can (i) submit a job requisition or (ii) approve a job requisition that We have added on Your behalf. 

Adding Employees

To use the EOR Services, Global Benefit Services, Global Payroll Services, Equipment Services, Insightful Services and Workplace Services through the Platform, You can (i) add an Employee or (ii) approve an Employee We have added to Your Behalf. Outstaffer will then enter into a separate Employment Agreement with the Employee You invited to the Platform.

Local Terms

Depending on the Employee’s country of employment, additional terms that are relevant to their specific jurisdiction (Local Terms) will take precedence over these Terms where there is a conflict 

Outstaffer Services

1. Talent Fulfilment Services

This section applies if You request Us to provide Our Talent Fulfilment Services to You.

1.1 Talent Fulfilment Definitions

The following definitions apply:

1. Annualized Gross Remuneration means the annualised sum of all remuneration payable to a Candidate Placed (or sought for Placement) in accordance with the Terms (if part-time, calculated as though on a full-time basis) including wages, allowances, benefits, pensions and/or superannuation contributions, salary sacrificed components and the value or other benefit that forms part of the consideration payable to the candidate for Placement. 
2. Candidate means the person, including, with respect to any such person that is an entity, any director, manager, officer, employee, or other representative of such person, Introduced by Us to You for an Engagement. For the avoidance of doubt, in the event of multiple hires a fee in accordance with the Terms Agreement will be due and payable for each Candidate Placed.
3. Candidate Data means all data and information related to and associated with a Candidate, including, but not limited to, personal information, contact information, curriculum vitae and/or resume, cover letters, screening results, employment application and/or assessment results.
4. Data Protection Laws means any state, federal or foreign laws or regulations that relate to privacy, security, data protection and destruction, data breach notification or data transfer issues, including, without limitation, and all current and former privacy policies, guidelines and industry standards.
5. Engagement (or Engage, Engages and Engaged) means the engagement (including the Candidate’s acceptance of an offer), employment, contracted, or use of the Candidate by:
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   (i) You
   (ii) By Us, where You instruct us to make an offer to the Candidate and use our EOR Services
   (iii) By any third party to whom the Candidate has been Introduced by You
   
   on a permanent, part-time, or temporary basis, whether under an employment agreement, contract of service or for services; under an agency, licence, franchise or partnership agreement or joint venture; or any other engagement or through a company of which the Candidate is a member, shareholder, partner, director, manager, officer, employee, or other representative.
6. Introduction (or Introduces and Introduced) means:
   
   (i) the passing to You of the Candidate Data by Us, including that which is provided to You on a speculative basis, or
   (ii) Your interview of a Candidate (by video call, phone, in person or by any other means) and leads to an Engagement of the Candidate.
7. Placement (or Placed) means the filling of a position that You require to be filled by Us and, where the context so requires, includes a position that a third party requires to be filled.
8. Recruitment Fee (or Recruitment Fees) means a one-off, non-refundable charge payable by You to Us for each Candidate Introduction resulting in an Engagement calculated, unless another rate is specified in the Proposal, at twenty-three percent (23%) of the Annualized Gross Remuneration

1.2 Outstaffer’s obligations

We shall make Introductions of Candidates to You for prospective Engagement.

1.3 Your obligations

You agree to:

1. keep all Candidate Data confidential and not disclose such information to any third party 
2. only use Candidate Data for the purpose of deciding if You will Engage the Candidate
3. comply with all applicable Data Protection Laws in receiving and processing Candidate Data
4. notify Us immediately of the terms of any offer of an Engagement which You make to a Candidate;
5. notify Us immediately when Your offer of an Engagement to a Candidate has been accepted and provide details to Us of the Annualized Gross Remuneration agreed to with the Candidate, together with any documentary evidence requested by Us;
6. pay the Recruitment Fee in accordance with clause 7

1.4 Introduction of Candidates

You agree if You:

1. Engage a Candidate within 12 months from the date of the Introduction; 
2. disclose Candidate Data to a third party (Third Party Introduction) that results in an Engagement of the Candidate by the third party within 12 months of the Introduction to You; or
3. A Candidate introduces another Candidate to You and that introduction results in an Engagement of that Candidate by You

then, You must pay the Recruitment Fee in accordance with clause 6

1.5 Replacement Guarantee

If the requirements set out in this clause are met, We shall extend a replacement guarantee for Candidates Introduced and Placed by Us in accordance with the following terms. 

1. If the Candidate Placed by Us ceases their Engagement within 3 months of commencement, or other period of time as specified in the Proposal, of their Engagement (Guarantee Period), and:
   
   (i) all fees, charges and expenses owing by You have been paid in full in accordance with the payment terms set forth in these Terms, and You has no other amounts outstanding to Outstaffer; 
   (ii) the request to replace the Candidate is given exclusively to Outstaffer
   (iii) Outstaffer is notified as soon as practicable that You wish to invoke the guarantee, and in any event within the Guarantee Period;
   (iv) the original job description and assignment specification does not alter; and 
   (v) there is not an unreasonable delay by You in instructing Us to source the replacement Candidate. For clarify, a delay of more than 1 month from the date the Candidate ceased their Engagement is unreasonable.     

We will endeavour to find a replacement Candidate for the position without charging an additional Recruitment Fee.

2. The replacement guarantee does not apply: 
   
   (i) if the Candidate’s Engagement ceases for reasons beyond Our control such as redundancy, restructuring, economic circumstances, company closure, change of management or substantial change from the original job description; or 
   (ii) if the Candidate is Engaged by You through Our EOR Services immediately prior to the acceptance of a position with You or a third party on Your behalf; or 
   (iii) to replacement Candidates provided under this Clause. 
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3. In circumstances where the Recruitment Fee is paid on acceptance of offer by the Candidate, and a Candidate withdraws their acceptance of an offer of employment from the Client prior to commencing such Engagement, the replacement guarantee will also apply, subject to the Terms. 
4. The replacement guarantee is not transferable to other Placements or Recruitment Services, and You are not entitled to any credit or refund for replacement guarantees that You do not wish to pursue or which are undertaken by Us but not completed. 
5. If the Annualized Gross Remuneration of the replacement Candidate increases from the original Candidate, the invoiced amount will be adjusted appropriately.

1.6 General Recruitment Terms

1. Our Recruitment Services may be used by You as standalone service. By using Our Recruitment Services, You have no obligation to use Our EOR Services or Managed Services.
2. If You require psychometric or other testing of the Candidate to be undertaken (Candidate Testing), all associated costs will be Your responsibility. Fees for psychometric or other testing services depend on the complexity and duration of the tests desired. Each position may require a different mix or battery of tests and, in some cases, individual one-to-one counselling may also be required, which all contributes to the varying levels for fees. Such fees will be agreed with You prior to undertaking testing. (Candidate Testing Fee)
3. Costs of advertising are carried by Outstaffer, except for display advertisements specifically authorised by You (Client Display Advertising). Such display advertising costs will be discussed and agreed with You in advance and billed at the applicable rate. (Recruitment Advertisement Fee)
4. By requesting Us to submit Candidates, You confirm that you have considered all persons in Your internal database (Client Database), or candidates known to you through advertising or social media networks for the role. As a result, any Candidate Introduced by Us, who is then Placed, incurs the Recruitment Fee, regardless of whether the candidate is subsequently found in your Client Database or networks after being Introduced. 
5. If, after an offer of Engagement has been made to the Candidate, You decide for any reason to withdraw that offer either: 
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   (i) prior to the Candidate accepting the Engagement; or 
   (ii) after the Candidate has accepted the offer, but where the Candidate has not yet commenced the Engagement

You must pay Outstaffer a cancellation fee equal to 50% of the Recruitment Fee, had the Engagement commenced (Recruitment Cancellation Fee).

6. While Outstaffer uses it best efforts to ensure the suitability of Candidates it Introduces, We make no warranty as to the suitability of any Candidate to a particular position. You are solely responsible for ensuring the Candidate is suitable to the position to which they are appointed. 
7. Notwithstanding any other provision of these Terms, We are not liable for any loss suffered by You arising from the Introduction of any Candidate, any delays in the recruitment process, any errors, omissions or inaccuracies in the information provided to us by third parties, including (but not limited to) information as to a Candidate’s qualifications and experience and information contained in a Candidate’s reference, the failure of a Candidate to accept an offer of employment, the failure of a Candidate to perform their obligations under your Engagement, or any actions or omissions of a candidate.

2. EOR Services

This section applies whenever You have added or approved an Employee to be added to the Platform and have subscribed to an Employer of Record plan.

2.1 Outstaffer’s obligations

1. Our Local Affiliates shall carry out Our obligations for EOR Services in the country of employment where the Employee is engaged to work. As part of these obligations, We agree to: 
   
   (i) enter into an Employment Agreement with each Employee nominated by You.
   (ii) comply with all applicable laws including tax, labor and employment laws relevant to the Employee’s country of employment, along with any applicable Local Terms;
   (iii)follow Your reasonable instructions and requests for the provision of EOR Services under these Terms; and
   (iv) provide You with information and reasonable assistance to support You in performing Your obligations
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2. We will perform the following employer obligations to industry standards:
   
   (i) confirming that an Employee has the right to work in the country of employment 
   (ii) hiring and onboarding
   (iii) managing payroll, benefits, taxes (including withholdings), expenses and statutory obligations 
   (iv) managing absences and time off requests
   (v) managing disciplinary issues; and
   (vi) terminating Employees

2.2 Your obligations

You agree to:

1. cooperate and promptly provide Us with accurate and complete information and documents We may reasonably request (on the Platform or in writing) to enable Us to provide you the EOR Services. 
2. supervise the Employee’s activities and work
3. cooperate and comply with Our requests that We determine are necessary at Our sole discretion, to ensure that the employment of each Employee complies with all applicable labor and employment laws, including, but not limited to, those laws relating to unlawful discrimination and wrongful termination.
4. consult with Outstaffer and follow Our reasonable directions in respect of any proposed disciplinary action in respect of an Employee, which action in all cases must comply with Local Laws.
5. not enter any type of employment relationship, service agreement, intellectual property agreement, and/or other work arrangement with any Employee(s) as long as any Employment Agreement between such Employee(s) and Outstaffer remains in effect.
6. comply with all applicable laws and regulations, now or hereafter in effect, relating to Your performance of these Terms, any Assignment, any Local Terms and any Service Order.

2.3 Employment Agreements

1. Employment Agreements will be based on the local law of the country of employment and will include Your additional specifications for the services provided (such as salary, length of service, and paid time-off). 
2. We also require Employees to:
   
   (i) Follow any codes of conduct or similar policies Outstaffer or You may provide, subject to the Employment Agreement and applicable law;
   (ii) Keep Your information confidential (You may ask Employees to sign a confidentiality agreement with You in addition to the confidentiality provisions contained in Our Employment Agreements);
   (iii) comply with applicable laws while providing their services to You, and;
   (iv)agree to intellectual property terms to facilitate the transfer of intellectual property from the Employee to You.
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3. Outstaffer does not have an obligation to employ an Employee who does not have the right to work in their country of employment or residence. 

2.4 Change to EOR Services

You acknowledge that:

1. We, as the employer, will implement any changes to Employment Agreement(s) or EOR Services and take any administrative actions concerning Employees. 
2. Should You wish to request any such changes or actions, You must provide Us with the relevant information We require and We, if possible under these Terms, will implement the changes or actions as requested by You.

2.5 Warranties

Except for the obligations and responsibilities in these Terms, neither You nor We make warranties of any kind. Outstaffer is not responsible for the performance, acts, and/or omissions of the Employee. We do not warrant that an Employee will perform in line with Your expectations and are not liable for consequences arising from their performance.

3. Global Benefits Products

This section applies whenever You have subscribed to a paid health insurance plan.

3.1 Outstaffer’s obligations

1. Outstaffer will use its best-efforts to facilitate the enrollment of Your Employee in the selected paid health insurance plan. 
2. You agree to cooperate and promptly provide Us with accurate and complete information and documents We may reasonably request (on the Platform or in writing) to enable Us to enroll Your Employee in the selected paid health insurance plan.

3.2 Third Party Products

1. You can apply for a number of health insurance products via Our Platform. These health insurance products are not provided by Us but are instead provided by third parties over whom we do not have control. It is your responsibility to satisfy yourself that You wish to obtain any health insurance products for Your Employee and/or their dependents before doing so. Before making a decision to subscribe to a health insurance product, you should consult the relevant product documents. The presence of a health insurance product on Our Platform does not constitute an endorsement by Us of the health insurer, the health insurance product, the content of the health insurer’s website, or the activities of the health insurer.
2. We are not responsible or liable for any loss or damage You, Your Employee or any third party may suffer or incur in connection with any health insurance You or Your Employee obtains or for any acts, omissions, errors, or defaults of any third party in connection with the health insurance product.

4. Equipment Services

This section applies whenever You have added or approved an Employee to be added to the Platform and have subscribed to an Equipment or Device plan.

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4.1 Outstaffer’s obligations

1. Outstaffer will supply the Employee with a configured device owned and managed by Outstaffer (Managed Device), based on Equipment plan that you select on our Platform.
2. Outstaffer will install Our employee attendance and monitoring software (Insightful) on the Managed Devices and provide You with a login to enable You to monitor Employee(s) attendance, activities, and productivity. 
3. We will use Our best efforts to provide the Employee with IT support for the Managed Device, including replacing the Managed Device if we are unable to resolve the issue remotely. 
   

4.2 Outstaffer’s obligations

You may subscribe to the following optional add-on services: 

4.2.1 Virtual Reality Workplaces

1. If You request Our Virtual Reality Workplace (VR Workplace) from Us:
   
   (i) We will supply the Employee with a configured virtual reality device owned and managed by Outstaffer (VR Device), based on Our current VR technology package, which shall be capable of enabling the Employee(s) to co-work, meet, share screens and collaborate with others in virtual reality. 
   (ii) You agree to pay Us the VR Plan Charges.
   (iii) We will use Our best efforts to provide the Employee with IT support for the VR Device, including replacing the VR Device if we are unable to resolve the issue remotely. 

5. Additional Services

If You request a service that is not specified in these Terms (Additional Services) from Us which may include, but not limited to Employee Welcome Kits, Employee Events, providing additional IT hardware or software which is not part of our standard technology package, administration support, courier services, repair and maintenance services, or any other services, such Additional Services charges will be discussed and agreed with You in advance and billed at the applicable rate.

General Terms

6. Charges and Invoicing
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6.1 Recruitment Charges, Billing and Time for Payment

1. The charges payable by You for Our Recruitment Services may comprise: 
   
   (i) Recruitment Fee(s); 
   (ii) Candidate Testing Fee(s);
   (iii) Recruitment Advertisement Fee(s);
   (iv) Recruitment Cancellation Fee(s);

For each Candidate Engaged, We will invoice You the Recruitment Fee. Payment of the Recruitment Fee is payable within 14 days of receipt of Our invoice.

2. If You request Candidate Testing, We will invoice you the Candidate Testing Fee. Payment of the Candidate Testing Fee is due on receipt of the invoice.
3. If You request Client Display Advertising, We will invoice you the Recruitment Advertisement Fee. Payment of the Recruitment Advertisement Fee is due on receipt of the invoice. 
4. If You cancel an offer made to a Candidate in accordance with clause 1.6(e), We will invoice You the Recruitment Cancellation Fee. Payment of the Recruitment Cancellation Fee is payable within 7 days of receipt of Our invoice.

6.2 EOR Services and Managed Service Charges

The charges payable by You for Our EOR Services and Managed Services (“Service Charges”) shall be specified on the Platform when You add an Employee to it, or in a Service Order that We will send to You, and may comprise:

1. A “Setup Charge”: where appliable, a one-off, non-refundable charge for the setting up of the Employee depending on the country of employment.
2. A “Security Deposit”: a one-off, refundable deposit of 1.5 times the combined total of the Plan Charges and the Direct Employment Costs of each Employee. Outstaffer may charge against the Security Deposit any and all liabilities which You may be liable for (including any unpaid Charges). We may vary the Security Deposit in our reasonable discretion (for example where You agree to give the Employee a pay rise, or You pay Our Charges late). The Security Deposit shall be refunded after 45 days from the last day of the month in which the Service Order is terminated. 
3. “Direct Employment Costs”: the monthly recurring costs of employing the Employee including:
   
   (i) all salaries, bonuses, incentives, taxes, benefits (such as health insurance, disability, sick leave, life insurance, pension, severance, paid time off and any other statutory contributions), along with any other remuneration required to be paid in connection with any Employee’s employment, termination of employment, or Employment Agreement.
   
   (ii) Where appliable, expenses incurred by Employees and approved by You via the Platform or in writing (such as travel, food allowances, and equipment reimbursements);
   (iii) Where appliable, all costs and expenses, including losses, damages, fines, penalties, settlements, and reasonable legal fees, incurred in connection with an Employee’s employment, termination of employment, or Employment Agreement (including any costs or expenses related to Employment Claims), except to the extent such costs or expenses are due to Our violation of these Terms;
   (iv) Where appliable, applicable indirect taxes You are responsible for paying (such as VAT, GST, consumption tax, stamp tax, or sales tax); and
   (v) Where appliable, any other fees or costs incurred by Us at Your direction (including, but not limited to, fees for visa or other applications, translations, and intellectual property letters, forms, or registrations.

Outstaffer will inform You if changes in local law, collective agreement, or regulations change the amount of these costs. 

4. “Plan Charges”: A monthly recurring flat subscription fee, charged for each Employee providing You services based on Our service plans:
   
   (i) Employer of Record Plan (includes EOR Services)  
   (ii) Managed Work From Anywhere Plan (includes EOR Services and Managed Services)
   (iii) Enterprise Plan (a custom solution that may include EOR Services, Managed Services, and other services)  
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5. “Other Charges”, miscellaneous charges for Additional Services and other ad-hoc services, incurred with your prior approval

6.3 Changes in Service Charges

We may increase Our Setup Charges, Plan Charges and Other Changes (Management Fees) each year and will provide you at least 30 days’ notice in writing. The increase will not apply if You choose to terminate all EOR Services and/or Managed Services in those 30 days. Any reduction in Management Fees will take effect immediately.

6.4 Service Charges Billing Cycle and Payment Terms

1. As We are required to pay Employees by a specified date for each payment period, Service Charges (such as Direct Employment Costs and Plan Charges) will be invoiced to You, and You must pay all Service Charges set out below within the specified timelines. 
   
   (i) “New Hire Invoice”: We will issue an invoice for the Setup Charge (if appliable) and Security Deposit as soon as possible after You have added a New Employee to the Platform, or You have signed a Service Order. Payment of the New Hire Invoice is due on receipt of the invoice.
   (ii) “Pro-Rata Invoice”: After We receive payment of the New Hire Invoice, We shall enter into an Employment Agreement with the Employee. On the employee’s commencement date, We shall issue a Pro-Rata Invoice in advance to You for the Employee’s Direct Employment Costs and Plan Charges from the Employee’s commencement date until end of month (EOM). The Pro-Rata Invoice is payable within 7 days of receipt. 
   (iii) “Consolidated Invoice”: Prior to the commencement of each month (normally around the 17^th of each month), We shall issue a Consolidated Invoice in advance to You for all Direct Employment Costs and Plan Charges payable in advance by You for that month. The Consolidated Invoice will also include any adjustments in respect of prior month’s Direct Employment Costs (credits or debits). The Consolidated Invoice is payable within 7 days of receipt and payment must be received by Outstaffer before EOM. 

2. Unless otherwise stated, all other invoices issued by Us (such as Other Charges) are payable within 7 days of receipt.
3. Outstaffer will endeavour to include in each invoice all Service Charges for the relevant billing period.  As this may not always occur, Outstaffer may include unbilled charges in any later invoice(s) issued up to 90 days after the date the unbilled Service Charge accrued. 
4. If You pay by credit card, You will be billed an additional charge specified on the Platform or Our Website.
5. Except as expressly provided in these Terms, or in an applicable Service Order: 
   
   (i) no pro-rata credits shall be credited or refunded for Plan Charges for any reason
   (ii) no Service Charges paid to Outstaffer shall be refundable; and 
   (iii) no Service Charges accrued or incurred by Outstaffer will be discounted, setoff, or waived for any reason.

6.5 Service Charges Billing Cycle and Payment Terms

1. Unless otherwise agreed in writing, You must pay each invoice in: 
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   (i) AUD, if You are located in Australia
   (ii) USD, if You are located in the United States or any other country

by direct debit, or if We approve in writing – by cleared funds transferred to the bank account notified by Outstaffer from time to time

2. Where you must pay by Direct Debit:
   (i) Direct Debit payment is a precondition to supply of Our Services to you.
   (ii) We may suspend Services without notice if Direct Debit arrangements are not maintained.
   (iii) You must not cause to be reversed any Direct Debit payment to us, unless you have our prior written approval.  Otherwise, you must pay our reasonable costs (including legal fees if necessary) of reinstating the transaction.
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3. The parties agree that all amounts payable under this agreement are expressed on a GST-exclusive basis.  If GST is payable in relation to a Taxable Supply, the amount payable for that Taxable Supply is the amount for that Taxable Supply specified in this agreement plus GST. The parties must provide each other with all documentation required to claim any Input Tax Credit, set off, rebate or refund for or in relation to any GST included in any payment made under this agreement. The terms “GST”, “Taxable Supply” and “Input Tax Credit” have the meaning given in A New Tax System (Goods and Services Tax) Act 1999 and related tax imposition Acts of the Commonwealth of Australia.
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4. Where Direct Employment Costs or any Other Charges are incurred in the local currency of the Employee’s country of employment (Local Currency), they will be converted using:
   
   (i) if You are located in Australia, Local Currency: AUD exchange rate 
   (ii) if You are located in the United States or any other country no listed above, Local Currency: USD exchange rate at the time of preparing your invoice.
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5. Any foreign exchange fees or payment processing fees applicable to Your payment will be charged at the exchange rate and/or merchant fee rate of Our accredited payment partners.

6.6 Consequences for Non-Payment

1. In the case You fail to pay any Recruitment Charges, Service Charges, any other charges or invoice issued in relation to an Employee, within 7 days of the due date, We may, at Our sole discretion and without notice to You: 
   
   (i) suspend Our services to You 
   (ii) suspend the services of the Employee providing services to You 

Charges continue to apply during any period of suspension. 

2. If any amount owed by You under these Terms is more than fourteen (14) days overdue, then, without limiting Outstaffer’s other rights and remedies:
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   (i) Outstaffer may terminate any relevant Employment Agreement at Your Cost;
   (ii) Outstaffer may terminate these Terms and/or any Services immediately for material breach; 
   (iii) Outstaffer may charge You interest at 15% a year, compounding monthly, or the maximum rate permitted by law, whichever is lower.

6.7 Credit Check

1. We may obtain a credit report about You to help Us decide whether or not to provide Our Services and to help Us collect overdue amounts. During that check, Outstaffer may disclose personal information about You to a credit reporting agency or other credit information provider.
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2. Outstaffer may disclose information about You and any debt You may owe to Us to:
   
   (i) a credit reporting agency; and/or
   (ii) a debt collection service engaged by Us

7.  Intellectual Property

7.1  Intellectual Property Rights – as between the Client and Outstaffer

1. The ownership of the Intellectual Property Rights in any pre-existing materials as at the commencement of these Terms will not be altered, transferred, or assigned. 
2. We grant You a non-exclusive, worldwide, royalty-free license to use and reproduce Our pre-existing materials to the extent that You must do so to enjoy the benefit of the Services. 
3. You grant to Us a non-exclusive, royalty-free license to use any of Your pre-existing materials for the sole purpose of performing Our obligations under these Terms. 
4. You agree that We may use Your name and any logos in the promotion of Our business operations.

7.2  Intellectual Property Rights – as between the Client and an Employee

1. In each Employment Agreement of an Employee, We shall include a provision that any and all foreign and domestic, registered and unregistered, copyrights, patents, design rights, trademark rights and all other proprietary rights of any sort throughout the world ("Intellectual Property Rights") in any and all materials created by the Employee in the course of their secondment to You (“Materials”) vest in the Client, to the fullest extent allowed by the law applicable to the Employment Agreement. 
2. We agree that, to the fullest extent under applicable law, the Materials shall be deemed Your exclusive property. If any Materials, and/or any of the Intellectual Property Rights related thereto are not, by operation of law or agreement, considered owned by You or if ownership of any right, title or interest in any Materials does not otherwise vest exclusively in You, We hereby irrevocably assign, without further consideration, any and all rights, title and interests (including any and all Intellectual Property Rights) in and to any Materials, to You. 
3. Furthermore, We hereby waive, and shall cause the Employees to waive, all moral rights in any Materials subject to copyright protection. If, and solely to the extent, any Materials, and/or any of the Intellectual Property Rights related thereto are not irrevocably and unconditionally assignable or are not otherwise transferable to You as a matter of law as contemplated in this section, We hereby grant You and Your successors a perpetual, irrevocable, worldwide royalty free, nonexclusive, sub-licensable right and license to fully exploit and exercise all such technology and Intellectual Property Rights which are owned by Us and/or the Employee(s).

8  Confidentiality

This section 9 survives termination of the Terms for any reason.

8.1  Confidentiality Information

1. Confidential Information is all information relating to You or Us, and our businesses, products, finances, and affairs, in any media or form, that is marked as confidential or would reasonably be considered confidential. 
2. Confidential Information does not include information that:
   
   (i) Was already known to the recipient of the information (Receiver) at the time of disclosure by the party who has shared the information (Discloser);
   (ii) Is subsequently disclosed to the Receiver without any obligations of confidentiality by a third party;
   (iii) Is or becomes generally available to the public other than through any act or omission of You or Us in breach of these Terms; or
   (iv) Is or was independently developed by the Receiver without the use of the Discloser’s Confidential Information.

8.2  Obligations

You and We agree to:

1. maintain the confidentiality of any Confidential Information shared by You or Us,
2. not disclose to any third party, copy, or modify Confidential Information without the owner’s prior written consent; and
3. disclose Confidential Information: 
   
   (i) only to employees, Affiliates, agents, subcontractors, vendors, and professional advisers on a need-to-know basis who are bound in writing to confidentiality obligations similar to these; or
   (ii) if necessary to comply with applicable laws or regulations, provided that the owner of Confidential Information has been notified before any disclosure has been made if legally allowed

8.3  Maintaining Confidentiality

On the termination of these Terms, You or We, upon request by the other or as legally necessary, will destroy or return to the owner all Confidential Information it has in its possession. Your and Our confidentiality obligations will survive after the termination of these Terms.

8.4  Data Protection

1. Each Party shall ensure it complies (and require its agents and subcontractors to comply) with all applicable data protection and privacy laws applicable to a Party in the performance of its obligations or exercise of its rights under these Terms (“Data Privacy Laws”). 
2. You shall ensure that the Employee’s activities in the course of the secondment, comply at all times with applicable Data Privacy Laws. 

9  Duration and Termination

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9.1  Duration

These Terms will commence on the date You (i) sign the Proposal and/or (ii) create an account on the Platform and/or (iii) start using Our Services and will continue for 12 months (Initial Term). After the Initial Terms, these Terms will automatically renew for additional 12-month periods (each a Renewal Term and together with the Initial Term, the Term)

9.2  Terminating at any time

You or We may terminate these Terms (which incudes all Employment Agreements) at any time, by providing 30 days prior written notice. 

9.3  Terminating at any time

Either Party may immediately terminate, in whole or in part, these Terms by giving the other written notice if:

1. if the other Party commits a material breach of its obligations under these Terms or any Service Order and (if the breach is capable of remedy) fails to remedy that breach within 14 days of receiving written notice of the breach. 
2. the other Party is a natural person and dies, becomes legally incapacitated, or an application for the appointment of a trustee in bankruptcy is made in relation to that other Party; 
3. engage in illegal activities or reprehensible conduct that may negatively impact the other’s public image
4. the other Party is a corporation and is dissolved, becomes insolvent, or an administrator, liquidator or receiver is appointed to the other Party or its affairs or the other Party is subject to any other insolvency event.

9.4  Terminating at any time

1. After notice of termination, these Terms will remain in effect until all Employment Agreements are legally terminated. Termination will not release You from Your obligations to pay all Service Charges and/or any amounts owed to Us.
2. Right to reemploy Employee: Subject to You complying with these Terms (including paying all Service Charges and/or any amounts owed to Us), on termination of these Terms and the relevant Employment Agreement(s), You or Your Affiliate may enter into an employment relationship, service agreement, intellectual property agreement, and/or other work arrangement with each Employee that was employed by Outstaffer on Your behalf through our EOR Services.

10  Indemnity and Liability

This section 11 survives termination of the Terms for any reason.

10.1  Definitions

The following definitions apply: 

1. "Employee Claims" means any and all claims, demands, suits, and causes of actions brought against either Party arising out of in connection with the employment or termination of any Employee, including claims by any Employee in connection with their employment or the termination of their employment, or third party claims arising from the actions or omissions of any Employee, including but not limited to, any claim in respect of unfair or wrongful dismissal, redundancy, termination payments or otherwise; breach of the terms of employment or Employment Agreement; discrimination or harassment; human rights violations; whistleblowing; equal pay; violation of wage and hour laws; defamation; personal injury; violation of Data Protection Laws; claims that the actions of the Employee infringed any rights of any third parties or caused loss or damage. 
2. "Employee Claim Damages" means any sums paid or payable, including but not limited to, legal fees, statutory penalties, damages awards and Losses, resulting from or in connection with an Employee Claim and the defense of such Claim pursuant to this Section. 

10.2  Indemnities

1. Each Party (an Indemnifying Party) shall indemnify, defend and hold the other Party and its affiliates, related bodies, principals, employees, staff, agents, directors, officers, representatives, and assigns (collectively "Related Parties”) against any and all third party claims, demands, suits, and causes of actions ("Claims") together with all loss, damage, liability, cost, charge or expense (including reasonable legal fees and any costs of enforcement) ("Loss") arising thereto, caused by, arising out of, relating to, or resulting from those Claims in connection with:
   
   (i) any breach by a Party of an obligation as set forth in these Terms; and
   (ii) the gross negligence or willful misconduct of a Party and/or its related entities, its principals, agents, directors, officers, representatives, and assigns (Associates) in connection with these Terms. 

2. You shall indemnify, defend, and hold, at its sole cost and expense, Outstaffer and its Related Parties harmless from and against: 
   
   (i) any Claims or Losses arising from Your use of a Service or any equipment pursuant to these Terms; 
   (ii) any and all Employee Claims and Employee Claim Damages as set forth below; and 
   (iii) any and all Direct Employment Costs. 
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3. For the avoidance of doubt, You shall not be obligated to indemnify Outstaffer for any Employee Claims or Employee Claim Damages that arise solely due to Outstaffer's breach of its obligations under these Terms.

10.3  Liability

1. The Parties agree that Outstaffer is not liable to the Client, and the Client indemnify Outstaffer and its Related Parties from and against all claims, damages, costs, expenses (including legal fees), losses or liabilities that are suffered or incurred by those indemnified arising from, or in connection with any:
   
   (i) breach of these Terms by You (including a breach of clause 6);
   (ii) negligent, wrongful or unlawful act or omission of the Client or its Related Parties;
   (iii) personal injury or death, or loss of, or damage to, property caused by any act or omission of the Client or its Related Parties;
   (iv) act or omission of any Outstaffer personnel based on the Client’s instructions; 
   (v) acts of the Client’s employees and Related Parties
   (vi) labour claims instituted by Employee under the Client’s direct supervision and management on account of the Client’s:
   ‍
   i. negligence; 
   ii. wilful disregard of relevant policies and procedures;
   iii. withholding of payments payable in accordance with this Terms that have a direct effect in the payment of salaries and other benefits of the Employee(s) under its direct supervision and management, unless those payments are properly withheld in accordance with this Terms;
   iv. acts done against Employees which are contrary or in wilful disregard of Outstaffer’s advice; and
   v. Any and all acts analogous to the foregoing.
   

2. To the extent permitted by law, all terms, conditions, warranties, and representations that might otherwise be granted or implied by law, are hereby expressly excluded.  Outstaffer does not exclude, restrict or modify any liability that cannot be excluded, restricted or modified, or which cannot be excluded, restricted or modified except to a limited extent, as between Outstaffer and the Client by law, including liability under the Competition and Consumer Act 2010 (Cth). However, where such statutory provisions apply, to the extent to which Outstaffer is entitled to do so, Outstaffer’s liability will be limited at its option to:
   
   (i) in the case of the provision of goods, the repair or resupply of those goods, or payment of the cost of repair or resupply; or
   (ii) in the case of the provision of services, the resupply of the services or paying the cost of supply of the services by a third party;

3. The Parties agree that Outstaffer will be not held liable by the Client for any and all claims in connection with an Employee's improper use of any Materials, infringement of Intellectual Property Rights, Confidential Information of Client and/or Personal Data or any other failure to comply with the obligations imposed on the Employee as set forth in the applicable Employment Agreement, Employee Manual, or the Client’s policies and procedures. 
4. Except for the representations and warranties explicitly set forth in these Terms, to the extent allowable by law, the Parties make no representations or warranties of any kind, whether oral or written, whether express, implied, or arising by statute, custom, course of dealing or trade usage, with respect to the subject matter hereof, in connection with these Terms and/or any Service Order. The Services under these Terms are provided "as is" and as available without any warranty. Outstaffer specifically disclaims any and all implied warranties or conditions of title, merchantability, fitness for a particular purpose, and non-infringement, and does not warrant continued or uninterrupted service. 
5. Consequential Loss: To the extent permitted by law and notwithstanding any else in this Terms, neither Party shall be liable for indirect, consequential, special or economic loss whether arising in tort (including negligence), contract, statute or otherwise, including any loss of profits, loss of savings, loss of use, loss of revenue, loss of rental or other benefit, loss of goodwill, loss of reputation, loss of data, loss of management time, loss of Clients, loss of production or loss of actual or potential business opportunity or otherwise.
6. Limitation on Liability: Notwithstanding the other provisions of this clause 11, except for liability to pay the Service Charges, or any liability to pay any Employee Claims, Employee Claim Damages or Employment Cost, the liability of either party to the other will be limited as a maximum to the amount of Management Fees paid or payable by the Client to Outstaffer in the 12 months prior to the date of the event giving rise to the liability or, if the event giving rise to the liability occurs in the first 12 months of this Agreement, to $10,000.

11  General

11.1  For Candidates

1. This clause 12.1 survives termination of the Terms for any reason.
2. All notices and other communications required or permitted in connection with these Terms or a Service Order (Notice) shall be in writing and shall be sent by either electronic mail (Email) or registered mail (Post) to the following addresses:
   
   (i) Outstaffer’s Address for Notices is any of the following: By Email: legal@outstaffer.com or By Post to: Outstaffer.com, Care of LGB Group, Suite 3-9, 1-3 Albert Street, Blackburn, VIC 3130 Australia
   (ii) The Client’s address for Notice is the email and/or postal address as listed by You on the Platform or in the most recent signed Service Order. 

3. In the event the contact details of a Party as listed in the applicable order have changed, the respective Party shall duly and shall inform the other Party of its new contact details.
4. The Parties agree that all Notices take effect upon receipt and if sent via registered mail shall be considered as received five (5) business days after the date of posting.

11.2  Force Majeure

1. Each Party’s obligations under an Agreement is subject to, and neither Party is liable for, delays, failures to perform (except in relation to the payment of money), damages, losses or destruction, malfunction of any equipment or any consequence thereof caused or occasioned by a  a circumstance beyond the Parties’ reasonable control , such as an act of God, natural event, epidemic, strike or dispute, civil disturbance, war, governmental action, or failure  in communication or electrical equipment, systems or software (Force Majeure Event). 
2. Any failure or delay arising directly or indirectly from the COVID-19 pandemic or any measures taken by a competent authority to control the COVID-19 pandemic, shall be considered to be a Force Majeure Event. 
3. The Party affected by the Force Majeure Event must promptly give the other Party notice of the Force Majeure Event, its effect on its obligations and the likely duration of the delay in performing those obligations.

11.3  Other Important Terms

1. Updates: We will notify You by email of any changes to these Terms, which may be necessary to make updates to the Services or to prevent abuse or harm. If You continue to use the Services 30 days after notice of update, You agree to the updated Terms. We will notify you if immediate updates are needed for legal or compliance purposes.
2. Entire agreement: These Terms comprise the entire agreement between the Parties in relation to their subject matter.  Any prior agreements, representations, understandings, or negotiations are excluded and do not bind the Parties. 
3. Ability to enter into Terms:  Each Party represents and warrants to the other Party that it has capacity to execute and deliver and comply with its obligations under these Terms. 
4. Amendment: Unless these Terms expressly state otherwise, they may only be amended in writing signed by the Parties.  
5. No solicitation: Unless You obtain Our prior written consent, for the Term plus 12 months, you must not directly or indirectly (i) employ or engage; and/or (ii) solicit for employment or engagement any Outstaffer Personal. For clarity, Outstaffer Personal means any Outstaffer Related Parties, excluding any Employee We have employed on Your Behalf through our EOR Services. If you breach this clause 12.3(e), You must pay to Us on invoice a replacement charge of 35% of the Annualized Gross Remuneration of the Outstaffer Personal.      
6. Further steps:  Each Party will cooperate with the other Party and execute such further instruments, documents, and agreements, and give such further written assurances, as may be reasonably requested by the other Party to carry into the effect the purposes of these Terms.
7. These Terms create a relationship of independent contractors and not employer and employee, partnership, joint venture, or agency relationship between the parties. 
8. A Party may not assign, encumber, or otherwise deal with its rights under these Terms without first obtaining the consent of each other Party. Consent will not be unreasonably withheld. 
9. Outstaffer may subcontract Outstaffer’s obligations under these Terms and/or a Service Order to a third party in which case Outstaffer will remain liable for the acts and omissions of that third party. 
10. The Client hereby consents to Outstaffer assigning or novating Outstaffer’s rights and obligations under these Terms to a related body corporate or a purchaser of Outstaffer’s business. 
11. An attempted assignment or novation in breach of t clause is ineffective. 
12. No agency:  Neither Party has authority to bind the other Party or act as their agent and each Party agrees not to hold itself out as having that authority or as being another Party’s agent unless a Service Order provides otherwise. 
13. If any provision of these Terms is found to be invalid or unenforceable in any jurisdiction, the remainder of these Terms shall be valid and enforceable. 
14. This Agreement may be executed in counterparts and each of such counterparts will constitute an original document and the counterparts, taken together, will constitute one instrument. 
15. Governing Law: This agreement is governed by the law in force in the state of Victoria, Australia.  Each party submits to the non-exclusive jurisdiction of the courts of that place.