1. DEFINITIONS AND INTERPRETATION 

1.1 Definitions 

In the context of these Trading Terms, any quotations, proposals, current catalogues, Fees lists produced by us, or any other agreements with us, the definitions below shall apply: 

Business Day: Refers to any day that is not a Saturday, Sunday, a public holiday officially recognised (gazette), or a bank holiday within the Specific Jurisdiction. 

Confidential Information: This encompasses any data or information related to your business, its operations, and customers, in any form. This includes, but is not limited to, Personal Information, Health Information, Customer Information, all trade secrets, confidential operations, processes, dealings, passwords, encryption keys, software, digital records, ideas, concepts, expertise, financial, marketing, and technical data, and any other information regarding your business and customers that should logically be considered confidential. 

Customer Application Form: An application completed and signed by you, requesting our Services. 

Customer Information: Represents all the materials and information provided by you, or on your behalf, to your designated Worker. This is for the purpose of, or in connection with, the Worker’s appropriate execution of administrative tasks for your business in line with these Trading Terms. This includes Personal Information and Health Information, as necessary for the delivery of Services. 

Early Termination Fee: This is the fee outlined in the Customer Application Form for early contract termination. 

Fees: Collectively refers to the Set-up Fee, the Ongoing Service Fee, and the Early Termination Fee. 

Government Agency: Any government, semi-government, administrative, fiscal, judicial, or quasi-judicial organisation, department, commission, authority, tribunal, agency, or entity. 

Outsource Hero: Refers to Outsource Hero Pty Ltd ABN 11 657 040 689 and, where applicable, any entities within the Outsource Hero Group providing Services (whether or not disclosed to you). 

Outsource Hero Group: A collective term for Outsource Hero, Outsource Hero Inc., their successors, assigns, and any entities that become subsidiaries of Outsource Hero over time. 

GST: The goods and services tax as dictated by A New Tax System (Goods & Services) Act 1999 (Cth). 

Health Information: As defined by the Health Records Act. 

Health Information Laws: The Health Records Act and any other relevant laws currently in effect (including in other jurisdictions) governing the management, use, disclosure, storage, and access rights to Health Information. 

Health Records Act: Refers to the Health Records Act 2001 (NSW). 

Initial Term: A period of 12 months beginning from the date your Worker starts working with you. 

Ongoing Service Fee: The continuous service fee as specified in the Customer Application Form. 

Personal Information: As defined in the Privacy Act. 

Privacy Act: The Privacy Act 1988 (Cth). 

Privacy Laws: Encompasses the Privacy Act and all other relevant privacy and data protection laws currently in effect (including in other jurisdictions) that regulate the management, use, disclosure, storage, and access rights to Personal Information. 

Relevant Jurisdiction: The state or territory where your business operates. 

Security Incident: Any confirmed significant breach of security involving our physical or information technology systems that store or process Customer Information, or that are utilised to provide the Services, potentially leading to unauthorised access, misuse, or alteration of Customer Information, or significantly affecting our service delivery, including any “eligible data breach” as defined in the Privacy Act. 

Services: The services we are to provide in accordance with these Trading Terms, as detailed in clause 3. 

Set-up Fee: The initial fee as specified in the Customer Application Form. 

Term: Either the Initial Term or any extension of the Initial Term that is currently in effect. 

Trading Terms: These trade terms and conditions, including any modifications or variations. 

We, Us: Refers to Outsource Hero, and Our indicates possession or association with Outsource Hero. 

Worker: An individual who is an employee, agent, or contractor of Outsource Hero, and whose services are being provided by Outsource Hero under these Trading Terms. 

You: The individual, firm, company, or entity requesting the Services, and Your indicates possession or association with you. 

1.2 Interpretation 

In these Trading Terms, unless the context dictates otherwise: 

(a) References to a natural person encompassing their heirs, executors, successors, and assigns where permitted by law. 

(b) References to a corporation encompassing its successors and assigns approved by law. 

(c) The term “dollars” or the “$” symbol refers to Australian currency. 

(d) Obligations to perform actions include ensuring those actions are taken, and obligations to refrain from actions include preventing those actions from being taken. 

(e) Time references pertain to the standard time in the Relevant Jurisdiction. 

(f) If the deadline for performing any action falls on a non-Business Day, the deadline extends to the next Business Day. 

2. APPLICATION OF TRADING TERMS 

(a) These Trading Terms govern all services provided by Us to You. Each Customer Application Form approved by Us forms a separate contract for those services, adhering to these Trading Terms. 

(b) Except for specific terms agreed upon between Outsource Hero and You, recorded in the Customer Application Form or separately in writing, these Trading Terms (along with any quotation, offer, catalogue, Fees list, or other agreements with Us) constitute the entire set of trade conditions between us. 

(c) In case of any conflict between these Trading Terms and any other document (excluding written agreements with Us), these Trading Terms take precedence. Any trading conditions proposed by You are expressly rejected. Any warranty, representation, or guarantee not explicitly stated in these Trading Terms or in a written agreement with Us is disregarded. 

(d) Should any part of these Trading Terms be deemed invalid or unenforceable, the remainder of these terms remains effective and enforceable to the fullest extent permitted by law. 

(e) We reserve the right to amend these Trading Terms, with notice provided via Our website (www.outherehero.com.au) or another method of notification. By continuing to use Our services following such amendments, You acknowledge and accept the updated Trading Terms. All future services will be provided under the amended Trading Terms. 

3. SERVICES 

3.1 Worker Selection 

(a) Outsource Hero is committed to providing professional offsite assistance across various industries requiring support with administrative and other tasks. 

(b) We endeavor to supply the number of Workers specified in your Customer Application Form, adhering to these Trading Terms. Should you require additional Workers post-initial provision, a new Customer Application Form is required for each additional Worker, to which specific terms may apply. 

(c) Upon receiving your Customer Application Form and the non-refundable Set-up Fee, we will undertake the recruitment process, including advertising, applicant evaluation, interviews, and background checks, before recommending potential candidates to you. 

(d) We provide recordings of our interviews with recommended candidates and our rationale for their suitability. Should you require a live interview with a candidate, we will facilitate this. 

(e) If the initial two recommended candidates do not meet your requirements, we will offer two additional candidates. Should these also not be suitable, we will cease providing our services at no additional cost to you. 

(f) The selected candidate, upon mutual agreement, will be deemed your Worker under these Trading Terms. 

3.2 Training and Onboarding 

(a) Before your Worker begins, a 45-minute onboarding session with our integration specialist will be provided to ensure a smooth transition to working with a remote team or worker. 

(c) Once the initial training is completed, as notified by us, your Worker will commence their duties, triggering the start of the Ongoing Service Fee. 

3.3 Performance Monitoring and Worker Replacement 

(a) Regular performance reports will be provided by your Worker, allowing for capacity and performance evaluations. We offer support for addressing any concerns. 

(b) Concerns regarding Worker performance will lead to a review process, including mediated meetings to identify and implement required performance improvements. 

(c) Continuous performance issues, despite interventions, will result in Worker replacement upon your request. 

(d) Replacement scenarios include situations like extended incapacity due to illness, resignation, or breach of confidentiality, with replacements made at no extra cost to you under specified conditions. Further replacements may lead to service termination at our discretion. 

(d) Notification of Worker replacement must be communicated by Outsource Hero; you may only refer performance issues to us for action. 

4. OBLIGATIONS AND RELATIONSHIP BETWEEN THE PARTIES 

4.1 Our Specific Obligations 

Outsource Hero is solely responsible for: 

(a) Paying Workers, including salaries, wages, superannuation, annual leave, personal or carer’s leave, long service leave, and other entitlements under any applicable laws or agreements; 

(b) Paying all taxes and duties related to such remuneration; 

(c) Complying with, and bearing the costs of compliance with, all legal requirements concerning employees, agents, and contractors; and 

(d) Maintaining and bearing the cost of workers’ compensation policies as required for Workers. 

4.2 Your Specific Obligations 

(a) You are to oversee Your Worker, ensuring their performance aligns with the standards expected under these Trading Terms and complies with your lawful directions. Unsatisfactory performance must be reported to us as outlined in section 3.3. 

(b) While Your Worker is engaged with you, they are under your direction and control, and you’re responsible for their actions, errors, or omissions. However, this does not establish an employment relationship between you and the Worker for any legal purpose. 

4.3 Relationship Between the Parties 

(a) We are engaged as an independent contractor to provide Services to you. 

(b) Neither Outsource Hero nor any Worker is an employee, partner, agent, or involved in a joint venture with you. 

(c) Neither party has the right or authority to bind the other, assume obligations on behalf of the other, or make representations or warranties for the other. 

(d) Workers assigned to you fall under your direct supervision and day-to-day management, without creating a contractual relationship between you and the Worker. 

5. TERM AND TERMINATION 

5.1 Renewal 

(a) The term of engagement will automatically renew upon its culmination, barring any written notice from you expressing a decision not to renew. Such notice must be submitted no less than 60 days prior to the term’s expiration to avoid automatic renewal. 

(b) In instances where timely notice is not provided and you wish to discontinue the engagement post-term, an Early Termination Fee will be levied at the term’s end as compensation for the abrupt cessation of services. 

(c) Should the term be renewed in adherence to clause 5.1(a), an acknowledgment from your side regarding the potential adjustment of Fees during the renewed period is necessary. This adjustment is in accordance with clause 7.1(c), reflecting the evolving costs of providing services. 

5.2 Termination 

The sections delineate the conditions under which the term may be terminated, including scenarios where termination does not incur the Early Termination Fee, as well as the procedure for terminating the agreement for convenience. 

5.3 Non-solicitation 

A commitment from you not to employ or endeavor to employ your assigned Worker(s) directly or indirectly, without obtaining prior written consent from Outsource Hero, for a duration extending 2 years post the term’s conclusion. Violations of this clause incur liquidated damages as compensation for the breach. 

6. WORKER ENTITLEMENTS 

Extensive details on Worker entitlements such as annual leave, personal or carer’s leave, and provisions for overtime and bonuses, are articulated to ensure clarity on entitlements, processes, and limitations. 

7. FEES 

7.1 Payment of Fees 

(a) The Fees collected from you are allocated towards the remuneration of Workers who perform tasks under the agreement. Prompt payment of Fees is crucial for maintaining the integrity of our service provision. 

(b) All Fees and payable amounts to Outsource Hero are quoted exclusive of GST and any other pertinent taxes or duties. You are responsible for settling such financial obligations in connection with the Fees. 

(c) An annual review of Fees may result in adjustments to reflect the increased costs of service provision. You will be notified of any changes well in advance, with acceptance implied unless a non-renewal notice is submitted according to the specified process. 

7.2 Set-up Fee 

Upon the acceptance of your Customer Application Form by Outsource Hero, it becomes your obligation to remit the Set-up Fee. This fee is fundamentally earmarked for covering the costs associated with the recruitment process that Outsource Hero undertakes during the Worker selection phase, as detailed in clause 3. This process is intricate, involving sourcing, screening, and selecting candidates best suited to meet your specific service requirements. The Set-up Fee, therefore, underwrites the operational expenses incurred in this endeavor, ensuring that only the most qualified candidates are presented for your consideration. It’s important to note that this fee is non-refundable, signifying your commitment to the selection process. In the event that none of the recommended candidates meet your approval, the fee serves as compensation for the recruitment efforts already expended. 

7.3 Ongoing Service Fee 

(a) Selection of your Worker triggers the commencement of the Ongoing Service Fee, payable monthly in advance throughout the tenure of the Term. This fee structure is designed to facilitate a seamless provision of services, ensuring that your virtual assistant services are uninterrupted and consistently of high quality. 

(b) The Ongoing Service Fee is comprehensive, encapsulating several key components: 

• Primarily, it represents our charge for making a Worker available to you for a standard working schedule of 8 hours per Business Day, totaling 40 hours per week. This ensures you have dedicated support for your operational needs. 

• It encompasses our financial responsibilities related to the Worker, including their remuneration, benefits, and compliance with regulatory obligations as delineated in clause 4.1. This guarantees that all legal and ethical employment standards are upheld. 
• Furthermore, the fee covers the costs associated with equipping the Worker with the necessary tools, technology, and resources to effectively perform their assigned tasks remotely. This provision ensures your Worker can deliver the agreed-upon services efficiently and effectively. 

7.4 Early Termination Fee 

Acknowledgement of the Early Termination Fee is critical, as it serves a vital role in our operational framework. This fee compensates Outsource Hero for the financial implications and logistical efforts involved in reallocating a Worker upon the premature conclusion of the Term by you. Specifically, it covers the entitlements due to the Worker as a result of the termination, alongside any additional costs associated with reintegrating the Worker into our pool for assignment to another engagement. This mechanism ensures a fair and equitable resolution for all parties in the event of early termination, safeguarding the interests of the Worker while providing a clear exit strategy for clients. 

8. CONFIDENTIALITY 

(a) Our commitment to data protection and confidentiality is paramount. Recognising the critical nature of protecting Confidential Information, Outsource Hero and our Workers pledge to: 

• (xiii) Utilise Confidential Information solely for the purposes of delivering the contracted services and performing the assigned tasks, ensuring strict adherence to the stipulated guidelines and objectives. 
• (xiv) Safeguard all Confidential Information in our or our Workers’ custody, preventing unauthorised access or disclosure and maintaining the integrity and privacy of your data. 
• (xv) Deploy all reasonable measures to forestall the unauthorised dissemination or misuse of Confidential Information by any unauthorised third parties, thereby preserving its confidentiality. 
• (xvi) Abstain from producing unauthorised copies or summaries of Confidential Information, ensuring its exclusivity and security. 
• (xvii) Restrict the disclosure of Confidential Information strictly to scenarios authorised under these Trading Terms, maintaining a stringent control over its dissemination. 

(b) Upon the termination or expiry of the Term, our responsibilities extend to: 

• (xviii) The return of all deliverable forms of Confidential Information to you, ensuring you retain full control over your data. 
• (xix) The destruction of any residual Confidential Information in our or our Workers’ possession, effectively erasing it from all storage media to prevent any potential recovery or reconstruction. 

(c) The obligations detailed in this clause concerning confidentiality are designed to endure beyond the termination or expiry of the Term, reinforcing our enduring commitment to data security and privacy. 

9. PRIVACY AND INFORMATION MANAGEMENT 

9.1 Privacy Compliance 

(a) As a client, you are expected to uphold the highest standards of privacy in handling Personal Information, committing to: 

• (xx) Adhere rigorously to all applicable Privacy Laws, ensuring that your practices do not conflict with legislative requirements and safeguarding the information against misuse. 
• (xxi) Avoid any actions or omissions that could potentially place Outsource Hero or your assigned Worker in violation of these Privacy Laws, maintaining a proactive stance in preventing legal breaches. 

• (xxii) Provide comprehensive support and cooperation to both Outsource Hero and your Worker, facilitating our collective adherence to Privacy Laws. This includes offering assistance for compliance-related queries or processes, ensuring that privacy obligations are met with due diligence. 

(b) You also guarantee that all necessary consents have been acquired for the collection and use of Personal Information, and that you have fulfilled any requisite notification obligations under Privacy Laws. This representation underscores the importance of transparent and lawful processing of Personal Information, aligning with legal standards and ethical practices. 

9.2 Health Information Handling 

(a) In the context of Health Information, you affirm your commitment to: 

• (xxiii) Strictly comply with all Health Information Laws, applying due care in the management and disclosure of health-related data. 
• (xxiv) Refrain from any conduct that could risk the compliance status of Outsource Hero or your Worker with Health Information Laws, recognising the sensitive nature of such data. 
• (xxv) Extend necessary support to ensure that Outsource Hero and your Worker can fulfill their obligations under Health Information Laws, facilitating a compliant handling of health data. 

(b) This further entails obtaining all requisite consents for the processing of Health Information, alongside the provision of any necessary notifications as dictated by Health Information Laws, ensuring a lawful and ethical handling of such sensitive data. 

9.3 Data Protection and Security 

(a) Outsource Hero’s dedication to data protection involves: 

• (xxvi) Ensuring that access to Customer Information is restricted to authorised personnel, who are adequately trained in handling sensitive data, thereby safeguarding the information against unauthorised access. 
• (xxvii) Implementing robust technical and organisational measures to protect Customer Information from unauthorised processing, disclosure, loss, destruction, or damage, reflecting a commitment to maintaining data integrity and confidentiality. 
• (xxviii) Committing to prompt notification in the event of any unauthorised access to or disclosure of Customer Information, facilitating immediate remedial action. 

(b) In response to any Security Incident, Outsource Hero will: 

• (i) Provide immediate notification to you, detailing the incident and initiating corrective measures. 
• (ii) Undertake necessary actions to address and mitigate the impact of the Security Incident, working diligently to rectify the breach and prevent its recurrence. 
• (iii) Collaborate with you in investigating and resolving the Security Incident, adhering to your directives and requests for information to comprehensively address the issue. 
• (iv) Maintain confidentiality regarding the Security Incident, refraining from any third-party disclosures without your explicit consent, unless legally mandated. 
• (v) Coordinate with relevant parties for the notification of the Security Incident, subject to your approval, ensuring transparency and accountability in line with legal and ethical standards. 

(c) Beyond the foundational training provided to Workers, Outsource Hero ensures that all Workers undergo comprehensive training in data protection and cybersecurity. This includes achieving certifications such as HIPAA, alongside internal cybersecurity training, with documentation of completed training provided to you upon your Worker’s initiation, underlining our proactive stance on data security education and awareness. 

To expand upon the outlined sections, providing more in-depth explanations and clarifications where necessary: 

10. LIMITATION OF LIABILITY 

(a) Responsibility Acknowledgement 

You acknowledge that Workers operate under your direct supervision and control throughout the Term, making you responsible for their daily management. Consequently, Outsource Hero is absolved from liability for any losses or damages arising from the Workers’ performance, ensuring our responsibilities are clear and defined. 

(b) Statutory Rights 

The Competition and Consumer Act 2010 (Cth) imbues certain rights and warranties that are not dismissible by these Trading Terms. We do not seek to override such statutory provisions, ensuring your consumer rights remain intact and unaffected. 

(c) Warranty Limitations 

Except as specifically warranted by us in writing, all implicit conditions and warranties are hereby excluded, within the lawful bounds. For any unavoidable breach of implied terms, our liability is confined to the options of service re-supply, cost reimbursement for such re-supply, or service payment refunds, ensuring our accountability while recognising the bounds of our obligation. 

(d) Exclusions 

We are not liable for losses or damages stemming from service delays or any indirect consequential losses, which include but are not limited to profit, revenue, savings, or opportunity costs losses, demonstrating our commitment to service provision within reasonable operational risks. 

(e) Representation Reliance 

You confirm that your engagement with us is based on the terms explicitly stated herein, independent of any external representations, underscoring the importance of the written agreement as the basis of our relationship. 

(f) Liability Cap 

Our financial liability for any claims does not exceed the amount paid by you within the 12-month period preceding the claim, proportionally reduced by any contributory negligence on your part, clarifying the extent and limitations of our fiscal accountability. 

(g) Claim Procedure 

Immediate written notification from you is required upon identifying potential claim circumstances, ensuring timely and effective responses to any arising issues. 

(h) Survivability 

These limitations persist beyond the Term’s conclusion, ensuring ongoing clarity and understanding of our respective obligations and liabilities. 

 included herein. This provision aims to clarify the basis of our contractual relationship, anchoring expectations to the documented agreement. 

(f) Notwithstanding other provisions within these Trading Terms, and within the bounds of applicable law, our liability for any claims of loss or damage is capped at the total Fees received from you in the 12 months preceding the incident. This cap is proportionately adjusted in scenarios where your actions contributed to the loss or damage, providing a balanced framework for liability that accounts for the collaborative nature of our engagement. 

11. WARRANTIES AND INDEMNITIES 

11.1 Service Assurance 

We affirm that: 

(a) The Services will be delivered with professional competency, reflecting our commitment to quality, timeliness, and industry standards. 

(b) Worker training is comprehensive, equipping them with the necessary skills for their roles, in line with the specific requirements detailed in these Trading Terms. 

(c) Our obligations regarding confidentiality, privacy, and data protection are supported by adequate physical and digital security measures, ensuring compliance and safeguarding sensitive information. 

(d) All necessary legal and regulatory approvals for our service provision are obtained and maintained, ensuring legal compliance and operational legitimacy. 

(e) Our service delivery aligns with applicable laws and regulations, furthering our commitment to lawful and ethical business practices. 

(f) The Services are provided in a manner that does not contravene any of our existing agreements, demonstrating our respect for contractual obligations and legal standards. 

11.2 Indemnification Provisions 

(a) Outsource Hero will indemnify you against losses resulting directly from any breach of these Trading Terms, including negligence, misconduct by us, or any failure by your Worker to meet their obligations, underscoring our commitment to accountability and high service standards. 

(b) This indemnification is conditional, not applying where losses result from your actions or from Workers acting under your directive, emphasising the shared responsibility for ensuring a productive and compliant working environment. 

12. INSURANCE COVERAGE 

Outsource Hero commits to maintaining comprehensive insurance coverage throughout the Term, including professional indemnity, cyber insurance, and management liability insurance, covering a broad spectrum of potential risks and demonstrating our dedication to risk management and client protection. 

13. GENERAL PROVISIONS 

(a) We reserve the right to subcontract Services, ensuring flexibility and efficiency in service delivery. 

(b) Our rights under these Trading Terms are preserved even if not immediately enforced, maintaining our ability to uphold the agreement’s terms. 

(c) The enforceability of these Trading Terms is ensured, even if parts are deemed invalid or unenforceable, through interpretation or severance, maintaining the integrity of the contractual agreement. 

(d) Obligations to You are binding on all constituents if You comprise multiple individuals, ensuring collective responsibility. 

(e) Communication and notices are effectively served if delivered or posted to the address provided in the Customer Application Form, facilitating clear and reliable communication channels.