Terms of Business

These terms and conditions apply in respect of all work undertaken by Outsourcey Pty Ltd (“Outsourcey”), ABN: 31 675 032 872, with their business, the clients will be accepting the following terms and conditions. These terms and conditions are subject to change without notice and may be superseded. Outsourcey may modify these Terms and Conditions by general notice on a page of our website, by email or by any other method of communication.

1.1 Definitions

Agent means a resident of the Philippines (or other jurisdictions as relevant) that is hired by pursuant to the executed Order Form as an independent contractor.

Staff Absenteeism or Agent Unavailability means when agents do not make themselves available for work.

Agreement means the Order Form and the Terms of Business including any annexure.
Expertise means the skills, talents and knowledge of the Agent specifically selected to perform the tasks required.

Fees means the fees specified in any signed Order Form governed by this Master Agreement- Fully Remote Solution plus approved disbursements.

Working Hours means the hours specified in the Order Form that the client prefers for the Agent to work, unless otherwise agreed in advance at a later date.

Valid Termination means 30 days written notice via email to your Outsourcey Client Success Manager.

1.2. Interpretation

In this Agreement:

If an obligation under this Agreement falls on a day that is not a Business Day, it shall be deemed due on the next Business Day;
The use of the singular form includes the plural, and vice versa, as dictated by the context it is used;
A reference to a clause is a reference to a clause in this Agreement;
A reference to any of the words ‘include’, ‘includes’ and ‘including’ is to be read as if followed by the words “without limitation”
References to statutes, ordinances, codes, or laws encompass regulations, subsidiary legislation, and any subsequent amendments, re-enactments, or replacements thereof;
Parties to this Agreement include their respective executors, administrators, successors, and permitted assigns;
Both parties have actively participated in the negotiation and drafting of this document, and in case of ambiguity or interpretation issues, the Agreement is to be construed as if jointly drafted.

2. Agent Scope

Outsourcey engages the Agent(s) on your behalf for their Expertise and associated deliverables created in the execution of such Expertise (the “Agent Scope”). Work carried out under this Agent Scope is strictly on an independent contractor basis, subject to the terms and limitations outlined in this Agreement. You agree to remunerate us with the Fees for these services.

3. Fees and Security Deposit

You will be billed on the 5th day of each calendar month for that month. We shall bill on the assumption of full attendance as specified in the Work Order. Any variances between assumed and actual attendance will be rectified in the subsequent billing cycle, with adjustments reflected on the following month's invoice.
Your rights under this Agreement including the provision of services associated with the Agent Scope will only be provided as long as all invoices are fully paid by their due date, including any Security Deposits or approved third party expenses and disbursements incurred by Outsourcey to carry out its obligations under this Agreement.
If required, you will pay third party costs, such as software, telephony and other subscriptions, to carry out Outsourcey’s obligations under this Agreement, directly with the relevant third party, you will indemnify us from any costs arising from such arrangement to the fullest extent permitted by law.
Security Deposits required for each role must be paid to Outsourcey immediately on approval of a Work Order and prior to the agent commencing work.
Unless otherwise agreed in the Work Order, Security Deposits shall be computed using each Agent(s) total monthly fees engaged under any Work Order executed as part of the Services provided by Outsourcey
Security Deposits paid will be refunded once outstanding invoices are paid and required notice periods adhered to. Any termination of this Agreement based on grounds other than a valid termination under clause 5 shall result in the forfeiture of the Security Deposit in favor of Outsourcey. Refunds are processed by Outsourcey’s finance team on a once per month basis and according to internal processing timelines.
Security Deposits can be set off against Fees owed to Outsourcey from termination, including for amounts required by minimum notice periods outlined for agreement termination outlined under clause 5, if such Fees remain unpaid by you.
If we partly deliver our obligations under this Agreement we will credit to you the difference between the parts completed and pending on a pro rata basis.

4. Obligations

You agree to:

Promptly respond to all reasonable requests from Outsourcey to enable us to deliver our obligations under the Agreement;
Confirm all communications in writing;
Promptly notify us of any issues, concerns or disputes with respect to the Agreement;
Ensure that any and all work done by our Agent is legal in any jurisdiction in which you operate;
Pay our Fees on time and in full; and
Outsourcey will increase Fees Specified in any executed Work Order annually by 5% on the anniversary of the Effective Date, including a 5% increase to the security deposit held.

5. Non-Solicitation

During the term of engagement with Outsourcey and for a period of 1 year thereafter (the ‘Non-solicitation Period’), You, including any related entities, agree not to directly or indirectly solicit, hire, employ, contract, engage, or endorse for recruitment purposes any Outsourcey Agent or any Agent affiliated with Outsourcey. This restriction includes candidates presented by Outsourcey during any and all onboarding activities, irrespective of recruitment outcome.

6. Term and Termination

The term of this Agreement is ongoing unless terminated. You can terminate this Agreement at any time by giving Outsourcey 30 days written notice.
If you want to employee the Agent directly or indirectly through another service provider or another entity or mechanism within the Non-solicitation Period you will:
1. make a one-off payment of 50% of the annualized contract value of the Agent’s rate if they are off boarded from Outsourcey within 6 months of their first working day.
2. make a one-off payment of 35% of the annualized contract value of the Agent’s rate if they are off boarded from Outsourcey within 6-12 months of their first working day.
3. make a one-off payment of 18% of the annualized contract value of the Agent’s rate if they are off boarded from Outsourcey after 12 months of their first working day.
In the event You terminate the Agreement pursuant to sub-clause 6(a), or the Agreement is terminated by Outsourcey pursuant to the termination provisions set out in this Agreement, You agree that Outsourcey may continue to employ the Agent
You acknowledge your Security Deposit may be used to offset amounts owed to us according to clause 6 (b).
Upon termination of this Agreement, clauses 7 and 8 survive termination of this Agreement. The expiry or termination of this Agreement will not affect the accrued rights of the parties including any amounts owed by you to us.

7. Confidential Information & Intellectual Property

The parties and their staff and contractors may have access to financial or marketing information, trade secrets and know-how which is in relation to, developed by or on behalf of the other party, which information is not in the public domain, confidential or proprietary whether or not identified as such (Information). Each party agrees to keep the other party’s Information confidential and not to disclose the other party’s Information to third parties without prior written consent.
The obligations of confidentiality set out in this clause do not extend to information that is in the receiving party’s possession, is public knowledge or is required by law to be disclosed. The obligations under clause 6 (a) survive termination of this agreement.

8. Agent Scope Provided On “As Is” Basis

You acknowledge and agree that Agents are solely responsible for delivering the Agent Scope based on your instructions and for all work performed, specifically with respect to the results thereof and not the means and methods of performing such work. Outsourcey provides no express warranty of, will have no implied warranty of, and will have no responsibility for, quality of the Agent Scope, although we will be happy to find a replacement Agent if required. Outsourcey disclaims all express and implied warranties for the Agent Scope and tasks carried out, including, without limitation, warranties of non-infringement, merchantability, and fitness for a particular purpose, and as such you agree to hold Outsourcey and their respective directors (the ‘Directors’) harmless and indemnify the Directors harmless from and against all actions, claims, demands or proceedings which may be instituted against the Directors. As between you and Outsourcey deliverables and the Agent Scope is provided “as is”.
Paragraph (a) covers all liabilities, losses, damages, costs and expenses (including reasonable legal costs and expenses) which may be suffered or incurred by the Directors in connection with or arising out of this engagement. The indemnity and other rights and obligations in this clause extend to the maximum extent permitted by law and remain in full force and effect notwithstanding termination for whatever cause of this engagement.
You expressly understand and agree that Outsourcey and its Personnel shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability; including, but not limited to: any loss of profit (incurred directly or indirectly), any loss of goodwill or business reputation, death or personal injury and any other intangible loss.

9. Governing Law

This engagement is governed by and constructed in accordance with the laws of Victoria, Australia. Both parties irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in, or the courts of appeal of Victoria.

10. Severability

Any provision of this Agreement will be read down to the extent necessary to prevent that provision or this Agreement being invalid, voidable or unenforceable in the circumstances.
If despite this clause, a provision of this Agreement is still invalid or voidable;
1. If the provision would not be invalid or voidable if a word or words were omitted, that word or those words will be deleted; and
2. In any other case, the whole provision will be deleted and the remainder of this Agreement will continue to have full force and effect.

11. Assignment

Either party may assign their rights under this Agreement to any bodies corporate, assigns or successors following prior written advice to the other party.

12. Relationship

The relationship between the parties is one of independent contractors. No party nor their employees or agents has the authority to bind the other party by contract or otherwise.

13. Computers & Equipment

Unless agreed prior in written communication, the Client is responsible for providing access to specific software or tools (apart from computer and internet connection) required to perform their tasks, including phone dialing, VOIP and messaging systems if applicable.

You authorize Outsourcey employees and contractors to use personal computers, personal mobile devices, and home internet services.

14. Public Holidays

Outsourcey agents are only paid for hours they work. They may be unavailable to work during certain public holidays, such as Christmas, and will not be paid if they do not work (unless otherwise mutually agreed).

You may request agents work on public holidays in your country of operations, and if they do, they will be charged at the normal hourly rate. Additional bonuses for working those hours may be provided to the Agent at your discretion and by request to your Outsourcey Client Success Manager.