Terms of Service | Outshore Services Limited

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;
supply IT equipment where we have agreed in writing to do so, charged to you as a disbursement under the Fees and payment clause; where we do not supply equipment, talent use their own device in accordance with the Equipment and devices clause;
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;
give talent access to your systems and accounts through delegated, role-based access (for example Meta Business Manager partner access, Google delegated access, or a named user account with limited permissions) rather than by sharing account credentials, master passwords or personal logins;
enable multi-factor authentication on every account to which talent is given access;
set and maintain appropriate spending, transaction and permission limits on any advertising, payment or financial account talent can access, and retain ownership of the payment method attached to those accounts;
revoke talent access to your systems promptly when a placement ends or when we notify you of a security incident;
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 Policy.

Fees and payment

Invoicing. We invoice in advance on the 1st of each month (or on engagement for the first month).
Due date. Invoices are due within 10 calendar days unless otherwise agreed in writing.
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.
Late payment. Overdue amounts may accrue interest at 2% per month and we may suspend services until payment is received.
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.
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.

Equipment and devices

When we supply equipment. We supply IT equipment only where we have agreed in writing to do so. The cost is charged to you as a disbursement under the Fees and payment clause.
Ownership. Equipment we supply remains our property at all times, regardless of how it is charged. We may recover, wipe or reassign it when a placement ends.
Talent-owned devices. Where we do not supply equipment, talent use their own device. We require every such device to run a supported operating system with current security updates, to have our endpoint protection software installed and active, to have disk encryption and an automatic screen lock enabled, and to have browser-based credential storage disabled.
Consent. Talent give written consent to our endpoint protection software being installed on their device and to us receiving security telemetry from it for the purpose of protecting your data. We do not use that software to monitor personal activity.

Security measures

We maintain the following measures in respect of talent we place:

business-grade endpoint protection software, centrally managed by us, on every device used to perform the services, whether supplied by us or by the talent;
a requirement that talent do not store account credentials in web browsers;
multi-factor authentication on the systems and accounts we control;
security awareness training covering phishing, malicious attachments and credential handling, refreshed at least annually;
revocation of talent access to our systems within one business day of a placement ending.

These measures reduce but cannot eliminate the risk of compromise. We do not warrant that talent devices or accounts, or your systems or accounts, will remain free from unauthorised access. Our security obligations are limited to those set out in this clause and in the Confidentiality and privacy clause.

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

Raising concerns. If you believe a talent is under-performing, notify us in writing with details.
Suspension & replacement. We will suspend the talent if requested and use reasonable endeavours to propose a suitable replacement within 10 business days.
No extra fee. No recruitment fee is payable for a replacement talent.
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 or the talent to risk; or
a force-majeure event prevents delivery for more than seven consecutive days.

Termination

For convenience. Either party may terminate all or part of the services by giving 30 days' written notice.
For cause. Either party may terminate immediately if the other materially breaches these terms and fails to remedy within 10 business days of notice.
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. Any equipment we supplied remains our property and will be recovered or securely wiped.
Survival. Clauses relating to confidentiality, security, 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

Business purposes. You confirm you use the services solely for business purposes and the Consumer Guarantees Act 1993 does not apply.
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.
Excluded loss. Neither party is liable for indirect or consequential loss, including loss of profit, revenue, goodwill or data.
Compromised accounts. We are not liable for any loss arising from unauthorised access to, or use of, your systems, accounts, funds or advertising spend where that access results from your failure to implement the controls described in the Your responsibilities clause, including where you have shared account credentials with talent rather than granting delegated access, or have not enabled multi-factor authentication on the affected account.
Indemnity. Each party indemnifies the other against third-party claims arising from their negligence, wilful misconduct or breach of these terms.
Insurance. We maintain professional indemnity (NZD 1 million), cyber liability (NZD 350k) 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 [email protected].

Last updated: 9 August 2026