Contractor

Published 13 September 2021

Contractor Scope of Services

This Scope of Services outlines the obligations between Contractor (“You,” “Your”) and Oyster HR, Inc., a Delaware Public Benefit Company, Reg. No. 7655857 (hereafter “Oyster,” “We,” “Our.” “Us”) to provide contractor management Services. This Scope of Services is incorporated by reference in the Oyster Terms and Conditions, which together with the following additional documents, incorporated herein, form the legal basis for Our relationship with You:

Customer Companies are not bound by this Scope of Service and are not a party to these obligations. The Customer Company Scope of Services is located here.

🦪 Oyster’s Obligations

Accessing talent in other countries can be difficult. Oyster makes it easier. We will provide You with access to Our Platform to make things, like invoicing and receiving payments, easier.

Contractor Services. Our Contractor Services include the ability for You to create and issue invoices through the Platform, and the ability for You to receive payment for Your services to a Customer Company, subject to the Customer Company’s approval. Oyster provides template agreements for Your ease of contracting with Customer Companies and will also provide for upload and storage of existing and/or externally drafted Contractor Contracts. Oyster reserves the right to cancel any Contractor Services managed on its Platform due to violation of these Terms, Customer Company’s failure to pay invoices, suspicious behavior, fraud, harassment, unfair, deceptive, or illegal acts or practices, and at the direction of law enforcement or other regulatory authority.

Payment Services. Our Services include payment to You, based on the amount invoiced by You to and approved by the relevant Customer Company. We will likewise process and pay Your expenses that are approved by Customer Company. We will remit these sums to You under Our account as Your Agent of Record. Oyster will not withhold applicable taxes from payments made to You.

Agent of Record Services. When Our Customer Companies choose to engage Contractors, Oyster acts as an Agent of Record for those Contractors. You hereby appoint Oyster as Your limited authorized payment collection agent (“Agent of Record”) to facilitate the receipt of payments from Customer Companies for Your services provided. You authorize Oyster as Your Agent of Record to hold, disburse and retain payments on Your behalf pursuant to these Terms, or otherwise instruct Oyster’s third party payment providers to do so. You agree that payment received by Oyster from Customer Companies has the same effect as if the payment was made directly to You, regardless of whether Oyster remits or fails to remit the payment. To enable this service, You agree to maintain accurate records of contract deliverables, expenses, invoices, and any other work-related information We request.

As Oyster serves as Your agent for payment purposes only, Oyster assumes no liability for any of Your acts or omissions related to Your contracts, these Terms, Your failure to provide services as required by a contract, or Customer Company’s failure to make payments owed to You. Customer Company’s payment obligation to You will be fulfilled upon Our receipt of payment by Customer Company. At that time, We are responsible for remitting funds to You. Our obligation to pay You is subject to and conditional upon Our actual receipt of payment from Customer Company. You authorize Oyster to delegate Our obligations under these Terms to Our affiliated entities with the provision that Oyster will ultimately remain liable for discharge of Our obligations under these Terms.

Confidentiality and Intellectual Property. We understand the importance of Your intellectual property to You and to Customer Companies. The Parties acknowledge and agree that ownership of intellectual property created by You while providing Your services to Customer Company is addressed in Your agreement with Customer Company, and nothing in these Terms will function to independently transfer Your intellectual property rights to Customer Company or to transfer either Party’s intellectual property rights to the other Party.

You agree that We own all right, title, and interest in Our intellectual property. We agree that You own all right, title, and interest in Your intellectual property.

Oyster Third Party Providers. We may assign Our rights and delegate Our obligations under this agreement to a third party subcontractor of Our choosing. To help ensure the best possible provision of Services, We reserve the right to replace a subcontractor in Our sole discretion at any time. We further agree to be responsible for the performance of Our subcontractors related to provision of the Services during the Term and Oyster’s use of subcontracting shall not relieve Us of Our obligations hereunder.

🧭 Contractor Obligations

We are supporting Our Customer Companies’ cross border expansion. You are responsible for providing Your services to Customer Companies as You have agreed to do in any Contractor Contracts You hold with them.

Contract Management. Customer Company is responsible for identifying proposed Contractor who is both qualified and eligible to contract legally in the country in which they are living. Once Contractor is identified, Customer Company and Contractor negotiate contractual terms including services required, cost of services, time to perform, and cadence of payments. You and Customer Company may use Oyster templates within the Platform to memorialize the terms of the agreement or upload Your existing agreements to the Platform for easy management. Invoices can also be created, uploaded, transmitted, and stored within the Oyster Platform.

Invoice Submission. You agree to timely submit Your invoice for services rendered to Customer Company via the Platform as provided in Your contract with Customer Company. For each invoice period, You must identify the services provided, fees due, and any additional information required by Us, the Platform, or Your Contractor Contract with Customer Company. It is Your responsibility to carefully review and confirm all invoicing-related information before You submit it through the Platform. We will not review Your invoices for errors, omissions, or inconsistencies. It is Customer Company’s responsibility to review each invoice carefully before making payment. Once payment is initiated by Customer Company, Oyster cannot stop or otherwise change the payment.

Accurate Records. Our Services and obligations in this agreement are conditioned upon Your full and accurate disclosure of all information We request, including any material change to information You previously provided. You maintain full responsibility for verifying the ongoing accuracy of all Your information on the Platform and to timely transmit that information to Us. We rely on such information to provide Our Services and establish Our fees. If You fail to provide accurate and complete information, We have the right to change the Services provided or with 30 days’ notice terminate these Terms and Our provision of Services with respect to You.

Performance Assistance. You will enable Oyster to take all necessary steps to effectively perform Our Services. Your assistance in this regard may include Your timely completion of forms or signature on benefits or other registration documents. Oyster shall have no liability for any errors, omissions, or failures relating to the Services to the extent caused by Your failure to assist or Your delay.

Your Business. Our business is to support Your business. But You know Your business, We don’t. Any duties not expressly allocated to Oyster under this agreement remain Your obligation. Examples of duties for which You remain responsible include: provision of Your services and/or products; compliance with Your professional licensing regulations; and compliance with the standards that pertain to Your specific business, industry, or workplace. If You are, or become, a government contractor, please let Oyster know. You understand and agree that Oyster does not assume any obligations or responsibilities under any government contract.

🔀 Changes and Cancellation of Contractor Contract

In business, as in life, change is constant. Oyster may need to make changes to Our Services in order to provide You with the best possible experience.

Changes due to Compliance Obligations. The laws governing consulting services, the Agent of Record legal construct, or use of independent contractors may change. You understand and agree that such changes are beyond the control of either Party. You understand and agree that such changes may require adjustments to these Terms.

Oyster Changes for Convenience. We reserve the right to change the products and Services offered and the manner in which they are delivered. Changes for convenience may require adjustments to these Terms.

Notice of Change. If We need to make a change, We will provide You written notice of changes. Continued use of Our Platform after 30 days will indicate Your acceptance of any changed Terms.

Cancellation of Contractor Contract. If Customer Company owes outstanding payments to You after completion of work, or if Customer Company is dissatisfied with the service provided by You, either Customer Company or You may initiate cancellation of the contract within the Platform. Cancellation simply terminates further obligations but does not affect any remedies. Once a contract between You and Customer Company has been cancelled, neither Customer Company or You can alter the contract status or request payment.

💶 Invoice Payment

Timing. All undisputed invoices shall be paid within 7 days of approval by Customer Company.

Currency. Oyster pays Contractors as specified in their contract. When the currency We receive from Customer Company is different from the currency We are obligated to pay You, Oyster will exchange the currencies, so You don’t have to. Oyster calculates its exchange rate using rates from one or more third parties, such as Transferwise and OFX. Our rate is updated regularly, but may not be identical to the real-time market rate.

Payment Method. Oyster uses a third party provider to accept and make payments. You acknowledge and agree that You will comply with information requests, terms of service or other requirements necessary to establish or otherwise provide service between You and the third party payment provider. Oyster WILL NOT request funds outside of the normal invoicing process. If You are concerned that a particular request may be fraudulent, please call us directly for confirmation.

Bank Fees. You are responsible for paying any insufficient funds fees, overdraft fees, wire transfer fees or other bank fees associated with Your bank incurred in connection with Your transfers or payments, including any payment provider transaction fees, taxes, and any other third-party charges.

Taxes. At all times, each Party shall be solely responsible for paying its own direct and indirect taxes, including VAT, HST, GST, if any, and to self-account and self-report for such taxes, as necessary.

Disputes. If You dispute any payment, rejection by Customer Company of Your invoice or any invoiced amounts, or any other matter relating to Your agreement with Customer Company, You and Customer Company will negotiate directly with each other in good faith to promptly resolve the dispute. We will not mediate or settle any disputes between You and Customer Company.

When Things Go Wrong

👥 Indemnification

Each Party’s behavior affects the other Party. When one Party’s actions or omissions lead to a claim by a third party, the “bad actor” should indemnify the other Party for any damages.

Mutual Indemnification. You agree to indemnify, defend and hold Oyster harmless from and against any and all third-party claims, demands, suits, proceedings, or causes of actions (together referred to as “Claims”), damages, liabilities, payments, costs and expenses, including reasonable attorneys' fees, (together referred to as, "Liabilities") arising out of a Claim made against Oyster relating to:

  1. Any breach by You of the obligations, warranties, or agreements contained or referenced in the Terms;
  2. Your gross negligence or willful misconduct in the performance of Your obligations hereunder or under any Contractor Contract;
  3. Your performance of services pursuant to any Contractor Contract or breach thereof; or
  4. Your data processing activities in connection with the Services.

Oyster agrees to indemnify, defend and hold You harmless from and against any and all Claims and Liabilities arising out of a Claim made against You relating to:

  1. Any breach of Oyster’s obligations, warranties, or agreements contained in the Oyster Terms;
  2. Oyster’s gross negligence or willful misconduct in the performance of Our obligations hereunder; or
  3. Oyster’s data processing activities in connection with the Services.

Indemnification Process. If You become aware of a Claim, and are seeking indemnification, promptly notify Us in writing of the Claim. We will do the same for You. Each Party agrees to cooperate with the other by providing necessary information and assistance as requested in support of efforts to respond to and defend any Claim, with expenses to be borne by the indemnifying Party. As a condition of indemnification, the Party seeking indemnification must provide the indemnifying Party sole control of the applicable defense and settlement. The indemnified Party may participate in its own defense at its sole expense. The indemnifying Party may not settle any Claim unless such settlement includes a full release of the applicable Claim against the indemnified party. The indemnifying party may not settle any Claim without the indemnified Party’s written consent, not to be unreasonably withheld, if the settlement imposes a payment, admission of fault or wrongdoing, or other obligation on that Party, or if settlement is deemed not to be confidential.

🔮 Limited Liability

Damages Excluded. To the extent permitted by law, in no event, will either Party be liable to the other for special, indirect, incidental, punitive, or exemplary losses, damages, or expenses (including, without limitation, claims for lost business profits or revenue, loss, interruption, or unavailability of data, interruption of business operations, or the cost of the procurement of substitute goods or Services, Your use or inability to use the Oyster Platform or any interruption of such use), even if such Party has been advised of the possibility of such damages and regardless of the cause of action (whether in contract, tort, breach of warranty or otherwise).

Liability Limit. To the extent permitted by law, except for the indemnity obligations outlined herein (which are subject to the separate indemnity liability limit below) and Liabilities arising as a result of bodily injury or death or damage to tangible property for which You or Oyster is legally liable, in no event, or series of connected events, will either Party’s total liability to the other exceed the lesser of 12 times the total amount invoiced by You for the month immediately preceding the action giving rise to the liability, or $100,000 USD. Each Party’s aggregate liability for any indemnification claims arising under these Terms will not exceed $250,000 USD.

🤦‍♂️ Dispute Resolution

When something goes wrong between You and Oyster, We believe in trying to work it out. If a dispute arises, let’s agree to timely inform each other about it and cooperate with a view to resolving issues amicably and in a timely fashion.

Agreement to Arbitrate. If informal attempts to resolve any dispute, relating in any way to Your use of the Services or Platform, including whether the claims asserted are arbitrable, is unsuccessful, You agree that the matter will be referred to and settled through final and binding arbitration in Your choice of New York, London, Singapore, or the capital city of the country where Your principal place of business is located, in the English language, before a single arbitrator (under the ICDR’s International Expedited Procedures, then in effect). The Parties agree that the arbitrator is not empowered to award damages in excess of the limitations of liability specified in the Terms. Judgment upon the award rendered by the arbitrator, including equitable relief, may be entered by any court having jurisdiction thereof.

Class Action and Jury Waiver. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. YOU UNDERSTAND THAT BY AGREEING TO THESE TERMS, YOU AND OYSTER ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY AND ARE EACH WAIVING THE RIGHT TO BRING OR PARTICIPATE IN ANY DISPUTE ON A CLASS, PRIVATE ATTORNEY GENERAL, REPRESENTATIVE, OR SIMILAR BASIS. ONLY CONSENT TO THESE TERMS IF YOU UNDERSTAND AND AGREE TO THIS PROVISION.

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