Terms of Business

Table of Contents

Terms of Business

This document sets out the terms on which OutsourcedIn provides offshore staffing and related services to Australian clients.

Definitions

  • OutsourcedIn: the service provider named in the Order (we/us).
  • Client: the company named in the Order (you).
  • Seat: a full-time role delivered by a Philippines-based employee engaged by OutsourcedIn to perform the agreed scope for you. 
  • Order: the signed order form or proposal (including scope, seat count, start dates, price, and any add-ons). 
  • Scope: role responsibilities, tools, hours, SLAs, and reporting agreed in the Order. 
  • Scorecard: the weekly performance report aligned to the agreed SLAs/KPIs. 
  • Add-ons: optional items such as time tracking / screen recording, SSO/VDI, extended hours, or holiday coverage.
  • PH Holidays: Philippine public holidays (regular holidays and special non-working days).

Services

We recruit, employ, and manage the team in the Philippines and deliver work inside your tools and hours so it feels in house. We provide coaching, QA, weekly scorecards, and a simple escalation path. Unless stated otherwise, each Seat is dedicated to you (not shared).

Pricing — “one seat, one number”

  • All-in monthly price per Seat (AUD), as listed in the Order. The number includes employment, benefits, seat/IT provision or allowance, onboarding, coaching/QA, weekly scorecards, account management, and continuity (leave planning/coverage).
  • What can move the number: role seniority, responsibilities, hours/overlap, scarcity of skills, city, and hiring speed.
  • Add-ons (optional, off by default): time tracking/screen recording, SSO/device management/VDI, extended coverage (evenings/weekends). Add-ons will be quoted and agreed in writing.

Billing & payment

  •  Currency: AUD. GST applies for Australian clients. 
  • Cycle: monthly in advance per Seat; pro-rated from the start date; adjustments (if any) in arrears.
  • Terms: invoices are due 7 days from issue.
  • Overdue: we may pause services for invoices more than 7 days overdue after notice. 
  • Changes: any change to scope/hours/add-ons will be agreed in writing before it affects price.

Term, ramp & termination

  • The Agreement starts on Order signature and continues month-to-month.
  • Ramp: typical start is 10–15 days from scope/signature (role-dependent).
  • Either party may terminate specific Seats or the Agreement on 30 days’ written notice.
  • On termination we will provide a clean handover: export playbooks/SOPs we created for your work, transfer knowledge, and orderly offboarding.

Non-solicitation

During the engagement and for 12 months after the last Seat ends, you agree not to directly or indirectly solicit, hire, or engage our staff outside a formal Transfer. If you do, a transfer fee applies. We don’t restrict normal, public job ads not targeted at our people.

Your responsibilities

To keep delivery smooth, you will:
  • Provide timely access to your systems and confirm decision-makers and priorities.
  • Keep comms where the work lives (email, Slack/Teams, ticketing/PM). * Review weekly scorecards and attend short reviews.
  • Ensure requested work is legal in all relevant jurisdictions.
  • Pay invoices on time.

Working hours & holidays

  • Seats operate on agreed AEST/AEDT overlap.
  • We plan around Australian and Philippine holidays. If you require coverage on PH Holidays, the legally mandated PH holiday rates/premiums apply and will be quoted as an add-on for the specific day(s). (Regular vs special non-working day premiums differ under PH law).

Security & access

  • Least-privilege access by default; change logs for sensitive systems.
  • By default we do not install spyware/keystroke tools. Time tracking / screen recording is available as an add-on on request. 
  • Device models: secure device issued or allowance model, as stated in the Order; optional SSO/VDI available as an add-on.

Equipment & software

  • We provide the Seat’s device/allowance and core setup.
  • You provide licenses for your proprietary systems where your tenant is required (e.g., Xero/MYOB/CRM).
  • If you later require extra infrastructure beyond scope (e.g., call-centre telephony, VDI), we’ll quote it for approval before purchase. (This mirrors common industry practice while avoiding hidden costs.)

Performance, replacements & continuity

  • We’ll deliver against the agreed SLAs and publish a weekly scorecard from week two.
  • If a Seat becomes vacant or demonstrably mis-fitted in the first 60 days, we will replace at no additional recruitment charge and pro-rate the period not worked.
  • For planned leave, we provide coverage or backlog plans in advance.
  • You retain day-to-day prioritisation; we manage coaching/QA and people operations.

Confidentiality

Each party will keep the other’s confidential information secret and use it only to perform this Agreement, subject to usual exceptions (public information, already known, legally compelled disclosure).

Data protection

We work primarily in your systems and process data under your instructions. We apply reasonable technical and organisational measures appropriate to the work and will follow your security policies where provided.

Intellectual property

  • Deliverables created by the Seat in your systems for your business are your IP.
  • Our internal materials (recruiting methods, playbook templates, training content, processes) remain our IP, even when used for your benefit.
  • We grant you a non-exclusive licence to use any OutsourcedIn materials embedded in your deliverables for as long as you use the services.

Subcontracting & assignment

  • We may subcontract parts of delivery within the Philippines (e.g., background checks, facility/IT providers). We remain responsible for what we subcontract.
  • Neither party may assign this Agreement without consent, except within its corporate group.

Warranties, liability & indemnities

  • We warrant we’ll provide services with reasonable care and skill.
  • No consequential damages: neither party is liable for indirect or consequential loss (loss of profit, revenue, goodwill).
  • Cap: each party’s total liability in any 12-month period is capped at the fees paid in the prior three (3) months for the Seat(s) giving rise to the claim. 
  • Nothing limits liability for fraud, willful misconduct, or amounts you owe for services provided.

Force Majeure

Neither party is liable for delay/failure due to events outside reasonable control (e.g., natural disasters, major outages). We will communicate promptly and work around the issue.

Notices

Notices under this Agreement must be sent by email to the addresses in the Order and are deemed received on business days in Victoria, Australia.

Governing law

This Agreement is governed by the laws of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the Victorian courts.

Entire agreement & amendments

This Agreement (Order + these Terms) is the entire agreement and supersedes prior understandings on its subject. Changes must be in writing and signed/acknowledged by both parties.