OutStaff provides computer-based services (“Services”) to its clients (“Clients”). OutStaff also provides temporary overseas workers (“Contractors”) for hire who perform computer-based services (“Contractor Services”). Payment for the Services and the Contractor Services is made by the Client to OutStaff, and by OutStaff to the Contractors.
Payment for the Services is made by credit card via PayPal. Accepted card types are Visa, MasterCard, Discover, and American Express. By prior arrangement, OutStaff also accepts payment by check and direct bank transfer.
For hourly-rate jobs, OutStaff will provide the Client with a weekly invoice by email detailing the number of hours worked by the Contractor and the total amount due. Unless otherwise notified in writing, the Client will make full payment of the weekly invoice by credit card following 72 hours after receipt of the invoice (the “Invoice Approval Period”).
For fixed-price jobs, the Client agrees to make an upfront credit card payment equivalent to 50% of the total amount of the fixed price job with the balance due upon completion of the job.
Relationship Between Clients and Contractors
The Client acknowledges that Services and Contractor Services performed by OutStaff and/or its Contractors, including the Contractor’s employees, agents or sub-contractors, shall be on the basis of an independent contractor and shall not be deemed to constitute a partnership, joint venture, agency relationship or otherwise between Clients and Contractors or between OutStaff and Clients.
Direct Hire Fee
Should the Client directly hire any Contractor supplied by OutStaff to the Client, or should the Client introduce any such person to another person or entity which results in the hiring of the Contractor by that person or entity, the Client shall pay a fee (the “Direct Hire Fee”) to OutStaff equivalent to $1,000 (USD). The Direct Hire Fee shall be payable whether or not the position for which the Contractor is engaged is the same as that for which the Contractor was originally supplied.
The Client agrees to notify OutStaff immediately if a Contractor solicits direct engagement or direct payment.
OutStaff, the Client, and the Contractor may terminate a job at any time without prior notice and without incurring a liability as a result thereof. In the case of fixed-price jobs, the Client will forfeit the 50% upfront payment if work has already begun on the fixed-price job.
OutStaff provides a limited warranty for the Services and the Contractor Services (the “Service Guarantee”). For hourly-rate jobs, if the Client notifies OutStaff of a dispute within the Invoice Approval Period, OutStaff will suspend payment of the invoice while the dispute is investigated. In the event that the dispute cannot be resolved to the Client’s satisfaction, OutStaff will void the weekly invoice and either terminate the job or (with the Client’s approval) assign a new Contractor to the job. If payment of the weekly invoice is not made for this or any other reason, OutStaff, at its sole discretion, may withhold the work output for the period.
For fixed-price jobs, payment of the balance of the fixed-price job is not due until the fixed-price job is complete and the Client has accepted the final work output. In the event that the work cannot be completed to the Client’s satisfaction, OutStaff will void payment of the balance of the fixed-price job and either terminate the job or (with the Client’s approval) assign a new Contractor to the job. If payment for the balance of the fixed-price job is not made for this or any other reason, OutStaff, at its sole discretion, may withhold delivery of the work output.
OutStaff shall not otherwise be liable for any loss, damage or expense suffered or incurred by the Client, or any third party, arising from or in any way connected with the Services or the Contractor Services.
Limitation of Liability & Indemnity
In no event shall OutStaff be liable for any special, indirect, consequential, incidental or punitive damages pursuant, including but not limited to, loss of profits, loss of business opportunities or loss of goodwill. Clients agree to defend, hold harmless and indemnify OutStaff from and against any and all losses, costs, expenses, damages or other liabilities incurred by OutStaff arising from or related to any cause of action, claim, suit, proceeding, demand or action brought by a third party against OutStaff in connection with the Client’s engagement of a Contractor, or the Client’s decision to supply credit card information to OutStaff.
The Client is responsible for the creation, storage, and backup of its business records. This Agreement and any use of Services or Contractor Services will not be construed as creating any responsibility on OutStaff’s part to store, backup, retain, or grant access to any information or data for any period.
We have implemented commercially reasonable technical and organizational measures designed to secure your information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat these security measures or use your information for improper purposes. You acknowledge that you provide your information to us at your own risk.
The Client will comply in all respects with all statutes and legal requirements to which the Client is ordinarily subject to in respect of the Client’s own staff.
Law & Jurisdiction for Disputes
This Agreement is governed in all respects by the laws of the State of Massachusetts without giving effect to any principle that may provide for the application of the law of another jurisdiction. If a dispute arises between you and OutStaff, our goal is to resolve such dispute quickly and cost-effectively. You agree that any claim or dispute you may have against OutStaff must be resolved by a court located in Massachusetts and hereby submit to the exclusive personal jurisdiction of the courts located within Massachusetts for the purpose of litigating all such claims or disputes.
The OutStaff logo and name are trademarks of OutStaff and may be registered in certain jurisdictions.