Outsource Staffing Agreement Terms & Conditions

RECITALS

A. The Customer has requested the Company to provide Services to the Customer.
B. The Company has agreed to provide the Services to the Customer upon and subject to the following terms and conditions.

NOW THE PARTIES AGREE as follows:

1. Definitions and Interpretation

In this Agreement, the following terms have the corresponding meanings:

• ‘Confidential Information’ includes, but is not limited to, matters not generally known outside the Customer’s business, such as existing and future products/services, financial statements, customer lists, trade secrets, know-how, business and marketing plans, and third-party information disclosed in confidence.
• ‘Outdesk’, ‘Service Provider’, and ‘Company’ means Outsource Philippines Pty Ltd T/A Outdesk and its subsidiaries.
• ‘Your Outdesk Solutions Corp’ means the Philippine-incorporated subsidiary, affiliate, or operational partner of Outdesk responsible for the direct local employment, payroll, and HR management of the Staff Member.
• ‘The Customer’ or ‘Customer’ means the client of Outdesk as outlined in the Outsource Staffing Agreement.
• ‘Outsource Staffing Agreement’ or ‘Outdesk Staffing Agreement’ means the separate operational document or order form executed by both parties detailing the specific Services, Staff Members, and Outdesk Fees.
• ‘Outdesk Fee’ means the fees set out in the Outsource Staffing Agreement under the Monthly Pricing Schedule.
• ‘Outdesk Service Master Agreement’ or ‘Agreement’ means the terms and conditions contained in this document alongside the Outsource Staffing Agreement.
• ‘Outdesk Staff’, ‘Staff’, or ‘Staff Member’ means the person or persons employed by Outdesk or Your Outdesk Solutions Corp and assigned to the Customer to perform the work required.
• ‘Services’ means the services set out in the Outsource Staffing Agreement.
• ‘Service Type’ means the work and duties required to be performed by the Outdesk Staff as determined by the Customer.

2. Commencement and Provision of Services

Subject to any rights of early termination contained in Clause 5, this Agreement commences from the Commencement Date. It continues on a rolling month-to-month basis until either party terminates this Agreement by giving the other party thirty (30) days prior written notice. Where Outdesk Staff have commenced performing services in contemplation of the execution of this Agreement, the terms of this Agreement will retroactively apply to those services.

3. Outdesk Fee

The Customer shall pay Outdesk for the Services in the amounts set out in the Outsource Staffing Agreement and in the manner set forth in Clause 20 of this Agreement.

4. Responsibilities

Customer Responsibility

• Interviewing and Selection: While Outdesk provides a shortlist of candidates, the Customer accepts full and exclusive responsibility for interviewing, vetting, and making the final selection of the Staff Member, ensuring the candidate’s skills and experience are entirely suitable for the Customer’s specific business needs.
• Operational Control: The Customer is solely responsible for determining the Service Type and for the ongoing day-to-day management, direction, supervision, and control over the Staff Members to ensure they perform their duties according to the Customer’s operational requirements.

Outdesk Responsibility

• Sourcing and Shortlisting: Outdesk shall use its best efforts to source, conduct preliminary screening, and provide a shortlist of candidate Staff Members who meet the general qualifications specified by the Customer.
• HR Management: Outdesk shall provide ongoing HR support, including assistance with onboarding, performance management, and employee relations.
• Legal Compliance: Outdesk, through Your Outdesk Solutions Corp, shall comply with all applicable Philippine employment laws and regulations (including wages, hours, overtime, and benefits) and shall indemnify the Customer against claims arising directly from Outdesk’s failure to comply with such local HR and payroll laws.

5. Termination of Agreement

Notwithstanding anything else contained in this Agreement, the Agreement may be suspended or terminated if a party commits a breach of a term and fails to correct such breach within seven (7) days of receiving written notice specifying the default.

Upon termination of this Agreement for any reason:

• Each party shall promptly return all confidential information and property belonging to the other party.
• The Customer shall remove any Staff access to customer software, systems, or specific Outdesk email addresses.
• Customer data held by Outdesk or its Staff shall be cleaned in accordance with the Outdesk Client Data Protection Policy (viewable at outdesk.com.au/client-data-protection-policy).
• Post-termination disputes shall be resolved in accordance with Clause 15.

6. Employee Termination

Outdesk reserves the right to terminate the employment of any Staff Member assigned to the Customer if the Staff Member breaches their employment contract or any policies of Outdesk or the Customer. Reasons for termination include, but are not limited to: low performance, violation of policy, harassment, insubordination, absence without leave, gross negligence, or misconduct. In such cases, Outdesk will provide the Customer with written notice. Outdesk warrants that any termination will comply with applicable Philippine labour laws.

7. Warranties

Each party represents and warrants to the other that it has full power, authority, and necessary approvals to enter into, perform, and observe its obligations under this Agreement.

8. Liability, Insurance, and Risk Allocation

• Operational Responsibility: The Customer acknowledges that Outdesk operates as a staffing and HR service provider. While Outdesk rigorously screens and supports Staff Members, the Customer directs their day-to-day activities. Therefore, Outdesk is not liable for errors, omissions, or business losses resulting from the operational tasks performed by the Staff Member under the Customer’s direction.
• Outdesk’s Insurance: Outdesk maintains Public Liability, Cyber Security Liability, and Management Liability insurance to cover its own corporate infrastructure, HR practices, and facilities. Upon request, Outdesk will provide verification of this coverage.
• Customer’s Insurance: The Customer is responsible for maintaining their own commercial insurance (including Cyber Liability and Professional Indemnity) to protect their business operations, data, and systems from risks associated with their industry and the work directed to the Staff Member.
• Limitation of Liability: To the maximum extent permitted by law, neither party shall be liable to the other for any indirect, consequential, incidental, or special damages, including lost profits or business interruption. Except for breaches of confidentiality, intellectual property, or the non-solicitation penalty in Clause 13, Outdesk’s total aggregate liability for any direct loss or damage arising out of this Agreement shall not exceed the total Outdesk Fees paid by the Customer in the three (3) months immediately preceding the event giving rise to the claim.

9. Intellectual Property Ownership

• Outdesk and its Staff assign to the Customer all inventions, discoveries, novel designs, and the entire copyright throughout the world in all works created by Outdesk and its Staff during and pursuant to this Agreement.
• The Customer shall retain all rights, titles, and interests in any intellectual property created during the provision of Services. Outdesk and its Staff shall not use or disclose such intellectual property except as necessary to perform obligations under this Agreement and shall return all IP materials upon termination.

10. Confidentiality & Privacy

• Confidentiality: Outdesk and its Staff agree not to use, delete, copy, or reproduce the Customer’s Confidential Information for any purpose other than for the benefit of the Customer. This obligation survives termination. This does not apply to information that is publicly known or available.
• Privacy Act Compliance: Outdesk, Your Outdesk Solutions Corp, and the Staff Member must only use and disclose personal or sensitive information in accordance with the Customer’s privacy policy and the Australian Privacy Act. Outdesk warrants it has appropriate IT security systems in place to ensure protection of personal information, which must be destroyed or de-identified when no longer needed.

11. Relationship of Parties

The relationship between the Customer and Outdesk is that of independent businesses. Nothing in this Agreement constitutes a partnership, joint venture, or agency relationship. Furthermore, this Agreement does not create an employment relationship between the Customer and the Outdesk Staff.

12. Pay, Remuneration, and Annual Reviews

Outdesk ensures all Staff Members are remunerated in full compliance with Philippine law, inclusive of mandatory government contributions (SSS, Pag-IBIG, PhilHealth, TRAIN, etc.).

• Annual Adjustment: To ensure talent retention and adjust for the cost of living, an automatic 5% increase will be applied to the Staff Member’s salary package on the annual anniversary of their commencement date. This increase will be reflected in the Customer’s monthly invoice.
• Performance Bonuses: The Customer may elect to award bonuses or additional pay raises at their discretion. Outdesk will pass 100% of these discretionary funds to the Staff Member’s gross salary package, less any resulting increases to mandatory government employer contributions and taxes.

13. Restrictions on Direct Hiring (Non-Solicitation)

During the term of this Agreement and for twelve (12) months following its termination, the Customer (or a related body corporate) shall not directly or indirectly solicit, hire, or contract any Outdesk Staff Member who has performed work for the Customer without the prior written consent of Outdesk. If the Customer breaches this clause, the Customer shall pay Outdesk a placement penalty fee of $10,000.00 AUD per Staff Member. The Customer acknowledges this is a genuine pre-estimate of Outdesk’s lost revenue and recruitment costs. Furthermore, the Customer shall not request commercially sensitive payment/margin rates from the Staff Member.

13A. Release of Outdesk Staff (Authorised Buyout)

Notwithstanding Clause 13, if the Customer wishes to directly engage a Staff Member, they may formally request a release. Outdesk may, at its sole discretion, approve this release subject to the Customer paying a Release Fee calculated as:

a. A fixed administrative fee of AUD $1,500; plus
b. An amount equal to 10% of the Staff Member’s annualised Service Cost.

Upon receipt of the Release Fee, Outdesk will release the Staff Member, and the Customer will assume all legal, tax, and employment obligations for that individual under relevant Australian and Philippine laws. Direct engagement without following this approved release process will automatically trigger the penalty outlined in Clause 13.

14. Force Majeure

No Party shall be liable for any failure or delay in performing terms of this Agreement (except obligations to make previously owed payments) when caused by acts beyond the Impacted Party’s reasonable control, including acts of God, natural disasters, war, terrorism, government orders, strikes, labour stoppages, pandemics/epidemics, or shortages of power.

15. Dispute Resolution

In the event of any dispute, the parties shall first attempt to resolve it through good faith negotiations. If unresolved, either party may refer the dispute to mediation administered in accordance with the mediation rules of the Australian Disputes Centre. If not resolved through mediation within thirty (30) days of referral, either party may commence legal proceedings. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia.

16. General

• Notices: Must be in writing and given by personal service, post, or email.
• Assignment: The Customer may not assign this Agreement without Outdesk’s prior written permission. Outdesk may assign its rights provided written notice is given to the Customer.
• Governing Law: This Agreement is governed by the laws of New South Wales, Australia.
• Amendments: May be amended only in writing signed by authorised persons for both parties.
• Severability: If any provision is held invalid, the remaining provisions remain unaffected.
• Waivers: A failure to insist upon strict performance is not a waiver of any subsequent breach. Waivers must be in writing.
• Costs: Each party must pay its own costs in relation to the negotiation and preparation of this Agreement.

17. GST

• “GST” has the same meaning as under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
• Unless otherwise stated, all prices comprising the Outdesk Fee are exclusive of GST.
• If GST is payable on any supply made under this Agreement, the Customer must pay an amount equal to the GST at the same time as the net consideration, subject to Outdesk delivering a valid tax invoice as per Clause 20.
• Each party must be registered for GST and notify the other if it ceases to be registered.

18. Interpretation Rules

Except to the extent the context otherwise requires: the singular includes the plural and vice versa; words importing a gender include any gender; a reference to a party includes successors and permitted assigns; headings are for convenience only; and the words “including” or “for example” do not limit the meaning of general words.

19. Inconsistency

If there is an inconsistency between documents, the order of precedence is: (1) this Outdesk Service Master Agreement; (2) the Outsource Staffing Agreement; (3) any document expressly incorporated by reference.

20. Outdesk Fee Schedule

• Payment Terms: The Outdesk Fee shall be paid monthly and in advance.
• Payment Methods: By credit card online payment, direct debit, or electronic funds transfer.
• Pro-Rata Calculations: The Outdesk Fee may be adjusted with a pro-rata calculation to cover mid-month commencements, bonuses, pay increases, or agreement ends. The pro-rata daily rate is calculated using the following formula: the Monthly Fee multiplied by 12 (to determine the annualised fee), divided by 52.14 (to determine the weekly fee), and then divided by the Staff Member’s scheduled working days per week.
• Surcharges: Outdesk’s payment gateway provider (Stripe) imposes a 1.7% surcharge for domestic VISA/MASTERCARD payments. International credit card payments incur a 3.5% merchant fee. These fees may be varied by Outdesk if required by the merchant provider.
• Calculation: Outdesk Fees will be calculated in accordance with the Rates Schedule applicable at the time of execution, exclusive of GST.