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Terms

Introduction
Welcome to Outshore. These Terms of Service (“terms”) set out the rules that govern our relationship with you when we supply offshore staffing and related professional services. Please read them carefully. By engaging our services or using our website you agree to be bound by them.

These terms are written in plain English New Zealand business style. We use “we”, “us” or “our” to mean Outshore Services Limited (NZBN 9429051781354) and “you” or “your” to mean the client named on our proposal, order form or invoice.

Definitions

  • Business day – A day other than Saturday, Sunday or a public holiday in New Zealand.
  • Client data – Information you supply to us or that we create on your behalf.
  • Dedicated staff / talent – An employee or contractor engaged by us and assigned to work exclusively for you.
  • Fees – Charges payable for the services, including GST where applicable.
  • Services – The staffing, recruitment, HR and related services described in our proposal or order form.
  • Talent agreement – The separate assignment confirmation that records each individual talent’s role, hours and remuneration.

Our services
We provide offshore staffing solutions, including sourcing, onboarding and managing talent who work remotely for you. In delivering the services we will:

  • use reasonable skill and care and comply with all applicable laws;
  • pay talent wages, statutory benefits, taxes and insurance in their home country;
  • provide standard IT equipment and secure workspace unless otherwise agreed in writing;
  • replace talent who resigns or is terminated in accordance with the Performance & replacement clause.

We may refuse to supply or continue services where supplying them would breach any law, professional code or sanction, or where you are in material breach of these terms.

Your responsibilities
You agree to:

  • give talent clear, lawful instructions, adequate training and a safe working environment;
  • treat our people with respect and not require them to work more than the agreed hours without our prior consent;
  • promptly raise any performance or conduct concerns with us in writing;
  • maintain appropriate cybersecurity, confidentiality and data‑loss‑prevention controls;
  • pay all invoices on time and keep your contact and billing details current;
  • use the services only for legitimate business purposes and in line with our Acceptable use rules.

Fees and payment

  1. Invoicing. We invoice in advance on the 1st of each month (or on engagement for the first month).
  2. Due date. Invoices are due within 10 calendar days unless otherwise agreed in writing.
  3. GST. Because we are GST‑registered in New Zealand, all fees are plus 15 % GST (if applicable). International clients outside New Zealand will not be charged GST unless required by law.
  4. Late payment. Overdue amounts may accrue interest at 2 % per month and we may suspend services until payment is received.
  5. Annual review. We may adjust fees on 1 July each year by the lower of (i) 5 % or (ii) the most recent annual CPI (All Groups NZ). We will give at least 30 days’ notice.
  6. Additional hours & disbursements. Extra hours you approve and any agreed hardware/software purchases will be billed at the rates set out in the relevant talent agreement.

Goods and Services Tax
New Zealand GST is charged in accordance with the Goods and Services Tax Act 1985. You are responsible for any other taxes, duties or bank charges arising outside New Zealand.

Confidentiality and privacy

  • We each must keep the other’s confidential information (including client data and pricing) secret and use it only to perform our respective obligations.
  • We will comply with the New Zealand Privacy Act 2020, the EU/UK GDPR (where it applies) and any equivalent local data‑protection laws that govern the processing of personal information.
  • You must ensure any client data you supply has been collected lawfully and that you have a valid legal basis to disclose it to us and to the talent.
  • Both parties will implement industry‑standard technical and organisational measures to protect personal information against unauthorised access, alteration or loss.

Intellectual property

  • Your materials. You retain all intellectual property rights in client data and materials you provide. You grant us and the talent a non‑exclusive licence to use that material solely for the purpose of providing the services.
  • New works. Subject to payment of all fees, you own any new IP created by the talent in the course of their work for you, except for improvements to our proprietary systems.
  • Our materials. We retain ownership of our pre‑existing templates, processes, know‑how and software. We grant you a non‑exclusive, non‑transferable licence to use them for your internal business purposes while our engagement continues.

Acceptable use and prohibited conduct
You must not (and must ensure your personnel do not):

  • infringe any law, regulation or third‑party IP rights;
  • send spam, malware or harmful digital communications using the services;
  • misuse confidential information or personal data obtained through the services;
  • engage talent in activities that are offensive, discriminatory, defamatory or illegal;
  • attempt to sub‑contract, assign or on‑sell the services or the talent to any third party without our written consent.

Performance management & replacement

  1. Raising concerns. If you believe a talent is under‑performing, notify us in writing with details.
  2. Suspension & replacement. We will suspend the talent if requested and use reasonable endeavours to propose a suitable replacement within 10 business days.
  3. No extra fee. No recruitment fee is payable for a replacement talent.
  4. Failure to replace. If we cannot source a replacement within the timeframe, you may terminate the relevant talent agreement on five business days’ notice without penalty.

Non‑solicitation and hiring our people

  • You must not directly employ or contract with any talent (or solicit them to do so) during the term of the services and for 12 months afterwards without our written consent.
  • If you breach this clause you will pay a conversion fee equal to three months of service fees (plus GST) for that talent, reducing to two months after six months of service and one month after nine months.

Suspension of services
We may suspend services immediately (and charge interest on any overdue amounts) if:

  • payment is more than 10 calendar days overdue;
  • you or your personnel seriously breach these terms;
  • continuing to provide the services would breach law or expose us o the talent to risk; or
  • a force‑majeure event prevents delivery for more than seven consecutive days.

Termination

  1. For convenience. Either party may terminate all or part of the services by giving 30 days’ written notice.
  2. For cause. Either party may terminate immediately if the other materially breaches these terms and fails to remedy within 10 business days of notice.
  3. Effect. On termination you must pay all fees up to the effective date and any agreed early‑termination charges noted in the applicable talent agreement. We will revoke system access and cease services.
  4. Survival. Clauses relating to confidentiality, IP, payment, non‑solicitation, liability and governing law survive termination.

Probationary Termination
During the initial 90-day probationary period for any appointed talent, either party may terminate the engagement by giving one week’s written notice.

Liability and indemnity

  1. Business purposes. You confirm you use the services solely for business purposes and the Consumer Guarantees Act 1993 does not apply.
  2. Our liability cap. To the maximum extent permitted by law, our total cumulative liability (whether in contract, tort or otherwise) is limited to the lesser of (a) NZD 350,000 or (b) the total fees you paid in the 12 months preceding the event giving rise to the claim.
  3. Excluded loss. Neither party is liable for indirect or consequential loss, including loss of profit, revenue, goodwill or data.
  4. Indemnity. Each party indemnifies the other against third‑party claims arising from their negligence, wilful misconduct or breach of these terms.
  5. Insurance. We maintain professional indemnity (NZD 1 million), cyber liability (NZD 350 k) and management liability insurance. Evidence can be supplied on request.

Disputes
If a dispute arises, the parties will first try to resolve it in good faith within 14 days. If unresolved, either party may refer the matter to mediation in New Zealand. If still unresolved after mediation, the dispute may be submitted to the non‑exclusive jurisdiction of the New Zealand courts. Nothing prevents a party seeking urgent injunctive relief.

Changes to these terms
We may update these terms by posting a revised version on our website and notifying you by email at least 30 days before the change takes effect. If you object, you may terminate the services before the effective date; continued use after that date constitutes acceptance.

Governing law
These terms are governed by New Zealand law. The parties submit to the non‑exclusive jurisdiction of the courts of New Zealand.

Questions?
If you have any questions about these terms, please email us at info@outshore.co.nz.

Last updated: 6 October 2025

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