This Scope of Services outlines the obligations between Customer Company (“You,” “Your”) and Oyster HR, Inc., a Delaware Public Benefit Company, Reg. No. 7655857 (hereafter “Oyster”, “We,” “Our,” “Us”) to provide consulting and workforce 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:
Contractors are not bound by this scope of service and are not a party to these obligations. Contractor Scope of Services are located here.
Accessing talent in other countries can be difficult. You are hiring Oyster to make it easier. Specifically, We will hire individuals in the country where they live to perform Services for You. We call these talented people Team Members. We will also provide You and Team Members access to Our Platform to make things, like contracting and making payments, easier.
Professional Services. Oyster agrees to legally retain Team Members to provide Services directly to You, upon Your request. When You initiate a new engagement, Oyster will issue a Service Agreement. The terms of that Service Agreement and the Oyster Terms and Conditions will together form the contract between You and Us for that engagement.
The Service Agreement will identify the Team Member with primary responsibility for the engagement. Other suitable Team Members may assist as the engagement progresses. As the employer of the Team Member, Oyster must and does retain the right to dismiss any Team Member for cause at any time. Should We need to dismiss a Team Member, We will do so only after providing notice to and in consultation with You.
Contracting Services. Sometimes, rather than working as an employee, an individual works independently as a Contractor. Oyster agrees to help You contract with, onboard, and pay Contractors. When You choose to engage Contractors, Oyster acts as an agent of record for Contractors. Because You are identifying the proposed Contractor, Oyster makes no representations about the quality of the Contractor’s work. This means that We are not responsible for the Contractor’s professional mistakes, errors, and omissions.
Contractor services include the ability for Contractors to create and issue invoices, and the ability for You to review, dispute, approve, and pay Contractors’ invoices. Oyster will maintain template agreements for Your ease of contracting 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 the Platform due to violation of these Terms, 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 of wages, salaries, bonuses, commissions, invoices, stipends, benefits, and other earnings to Team Members based on the Service Fee provided in the applicable Service Agreement, and to Contractors, based on the amount invoiced by Contractor and approved by You. We will likewise process and pay approved Team Member and Contractor expenses. We will compliantly process related third-party tax withholding, reporting, remittance, and other social obligation remittance (“Administrative Cost”), where applicable. We will remit these sums under Our account as the Team Member’s employer of record, in accordance with applicable law. The total amount of payment to the Team Member and/or Contractor, plus the Administrative Cost (as applicable), plus the Subscription Fee is the Total Cost of Service.
Agent of Record Services. As Oyster serves as Contractor’s agent for payment purposes only, Oyster assumes no liability for any acts or omissions of Contractor related to Contractor’s contracts, these Terms and Conditions, Contractor’s failure to provide services as required by a contract, or Customer Company’s failure to make payments owed to Contractor. Customer Company’s payment obligation to the Contractor will be fulfilled upon Our receipt of payment by Customer Company. At that time, We are responsible for remitting funds to Contractor. Our obligation to pay Contractor is subject to and conditional upon Our actual receipt of payment from Customer Company.
Intellectual Property. We understand the importance of Your intellectual property. The Parties agree that intellectual property created by Team Members while providing Services to Customer Company are works made for hire and are owned exclusively by Customer Company. We protect this intellectual property in multiple ways.
First, Oyster and Customer Company agree that intellectual property created by Team Members during the term of the engagement with Customer Company are works made for hire and are owned exclusively by Customer Company.
Second, to the extent by contract or operation of law, Oyster has or receives any right, title, and/or interest of every kind and nature in and to intellectual property created by and moral rights imbued in any Team Member who provides Services to Customer Company, We hereby irrevocably assign, transfer, convey, and quitclaim the intellectual property and moral rights to Customer Company. Our assignment, transfer, and conveyance to Customer Company is without any representations or warranties of any kind.
Third, to the extent by contract or operation of law, Oyster’s Partner has or receives any right, title, and/or interest of every kind and nature in and to intellectual property created by and moral rights imbued in any Team Member who provides Services to Customer Company, We will ensure that Oyster Partner enters into a written agreement with Us that validly assigns to Oyster all intellectual property created by and moral rights imbued in a Team Member. Any intellectual property and rights assigned to Oyster in this manner are immediately assigned and transferred to Customer Company as provided above in this Scope of Service as part of Oyster Terms.
Finally, in addition to Oyster’s assignment obligation outlined above, which is valid for each and every engagement and provision of Services, You may enter into Your own agreement directly with any Team Member who provides You Services. If You do not have Your own agreement, We have a template agreement You may use to directly procure the Team Member’s contractual commitment to keep Your proprietary information confidential and secure Your ownership of Team Member-created intellectual property and work-for-hire. You understand and agree that any of Your proprietary information Team Member may receive will not be attributable to Oyster, and that We will not be held liable for its disclosure.
To the extent that We may need to use Customer Company’s intellectual property to provide Services, We understand and agree that Customer Company owns all right, title, and interest in its intellectual property.
Long story short, it’s Your intellectual property, We want You to have it.
What about Oyster’s intellectual property? You agree that We own all right, title, and interest in Our intellectual property.
Oyster Third Party Providers. We may assign Our rights and delegate Our obligations under this agreement to a third-party Oyster Partner of Our choosing. To help ensure the best possible provision of Services, We reserve the right to replace an Oyster Partner in Our sole discretion at any time, after providing You reasonable written notice. For operational reasons, Our right to replace an Oyster Partner is not subject to Customer Company’s approval. However, if You object to Our choice of Partner, You may terminate the affected Service Agreement as provided in these Terms, and We will work with You to transition all impacted Team Members. Oyster Partners are responsible for maintaining the same standards and complying with applicable laws and regulations as if they were Oyster. We further agree to be responsible for the performance of Oyster Partners related to provision of the Services during the Term and Oyster’s use of subcontracting shall not relieve Us of Our obligations hereunder. You agree not to work directly with the Oyster Partner(s) assigned to Your account during the duration of this agreement and for one year after the termination of this agreement without Oyster’s prior written consent.
If We had to boil it down to one thing We ask of Customer Companies, it is to be a good steward of Our shared Team Members. We are supporting Your cross border expansion, and You are responsible for care of the Team Member servicing You on a daily basis. Together, We can provide talented Team Members amazing opportunities.
Team Member Management. Even though We employ Team Member, Customer Company benefits from Team Member’s Services and may supervise Team Member on a day-to-day basis to the extent allowed by law. While Team Member is providing Services to Customer Company, You agree to only assign tasks that are legal and to treat Team Member ethically, in compliance with these Terms, the Service Agreement, and applicable employment and data protection laws.
If Customer Company knows or suspects a Team Member has grievances, complaints or employment-status concerns, Customer Company agrees to notify Oyster immediately. We will do the same. Conversely, if Customer Company has concerns about a Team Member’s performance, please contact Us for assistance as soon as possible and before any changes to the Team Member’s provision of Services are made. That way, We can work together to resolve the issue or minimize costs or other potentially negative consequences. As the Team Member’s employer, Oyster - not Customer Company - must handle any disciplinary actions or termination of the Team Member’s Services.
When a particular Team Member ceases to provide Services to Customer Company, whether at the request of Customer Company or Team Member or as a result of breach of this Agreement, Customer Company agrees to pay all Service Fees and Administrative Costs associated with the change. Together referred to as “Transition Costs,” the total may include payment in lieu of any required notice, vacation pay, severance pay, and any other termination payments required by law, negotiated between You and Team Member, or awarded to Team Member by a third party body with the authority to do so (e.g. a works council or judicial body).
Invoice Approval. You agree to notify Us in advance of any Team Member scheduling or issues that will affect the Service Fee (for example, overtime, vacation/leaves taken, etc.). You must communicate any changes, additions or deletions to Team Member information, including any one-off payments, to Us by the monthly cutoff date provided in the Platform. You agree that by approving each invoice for a Team Member’s Services, You are confirming that the invoiced amounts are based on accurate time worked and duties performed.
If You are late to submit information required for Us to invoice You or to approve an invoice for Services, or You make changes after You initially submit such information or approve an invoice, Oyster will process the changes no later than the next regularly-scheduled payment. Any late payment penalties incurred by Oyster due to Customer Company’s delay in approving an invoice will be the responsibility of Customer Company to pay.
Contractor Management. Customer Company is responsible for recruiting 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. Customer Company may use Oyster templates within the Platform to memorialize the terms of the agreement, or upload their existing agreements to the Platform for easy management of all workforce agreements. Invoices can also be created, uploaded, transmitted, and stored within the Platform.
Customer Company should review each invoice carefully before making payment. Once payment is initiated, Oyster cannot stop or otherwise change the payment. If Customer Company owes outstanding payments to a Contractor after completion of work, or if Customer Company is dissatisfied with the service provided by a Contractor, either party may initiate cancellation of the contract within the Platform. Cancellation simply terminates further obligations, but does not affect any remedies. Once a contract has been cancelled, neither party can alter the contract status or request payment. If there is a dispute regarding the services provided or payments made, Contractor and Customer Company must address the dispute directly with each other.
Accurate Records. Our Services, fees, and obligations in the Terms 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 collect additional amounts from You, change the Services provided and/or the fees charged, or with 30 days’ notice, terminate any active Service Agreements.
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. If Our provision of Services becomes impossible due to Your actions or omissions, We retain the right to be paid for the Services already rendered.
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 the Terms 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.
In business, as in life, change is constant. If for one reason or another, You and/or Oyster need to make changes to Our Services, We understand and hope that We can meet each other's needs. You may want to change the Team Member providing Services to You. We may need to change the Oyster Terms because of a law change in a particular country. The ability to make changes allows Oyster to provide Customer Companies, Contractors, and Team Members with the best possible experience.
Changes due to Compliance Obligations. The laws governing consulting services, the Employment of Record legal construct, or employment in the Team Member’s home country may change. Additionally, union or collective bargaining agreement(s) governing Team Member’s Services are subject to change throughout the duration of this agreement. You understand and agree that such changes are beyond the control of either Party. Such changes may require adjustments to the terms and cost of Team Member’s Services under the applicable Service Agreement.
Changes for Convenience. We reserve the right to change the products and Services offered, the manner in which they are delivered, including, but not limited to a transfer of a Team Member to a different Oyster Partner within the country. You may also request modifications to the Services related to all or specific Team Members. Please remember, as the employer of record, only Oyster, or Oyster Partner may perform any action in connection with Team Member’s employment status, including title, salary, and benefits. Therefore it is important that You communicate any request for such actions directly to Oyster, and the Parties shall discuss and mutually agree on a course of action consistent with the local laws of the applicable country. Changes for convenience may require adjustments to the terms and cost of Team Member’s Services under the applicable Service Agreement.
Effect of Change. If a change is required, as stated above, the Party requesting the change will provide the other Party reasonable notice of such change. The Parties will work together to facilitate a smooth transition or implementation of changes as they relate to Team Member. Any transfer to a new Oyster Partner shall not compromise the quality of Services provided and shall not compromise a Team Member’s rights under local law to consent to such transfer. If We are requesting the 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.
Abandonment. If You cease to use Our Services, without notice to Us, by failing to provide any required Team Member or Contractor information for two consecutive months, it will be deemed a termination of Your Service Agreement(s) or Contractor Contract(s), as applicable. This will result in Us terminating Services with respect to the terminated Team Member or Contractor and charging You any attendant fees or other costs for which the Team Member or Oyster may be entitled, along with any fees incurred by Oyster as a result of the termination.
Oyster believes in transparent pricing. Oyster’s Service Agreement, these Terms and Conditions, and the Platform are designed to clearly explain the costs, Our fees and timing for payment, along with important information about the Team Member. Initiate new Team Member Services in the same or a different country upon executing an additional Service Agreement.
Total Cost of Service. Your monthly Total Cost of Service includes three elements: the Subscription Fee, the Service Fee, and the Administrative Costs, all of which differ based on the location and experience of the Team Member providing Services. You will only be charged for Services provided. For instance, If the Team Member only provides Services for one week, Your invoice will reflect the prorated amount payable for one week of Services, not the full monthly Service Fee and Administrative Cost. These changeable amounts, along with the fixed Subscription Fee, are separately detailed on each Service Agreement and every invoice. Subscription Fees will not be prorated for partial month payments.
Subscription Fee. The Subscription Fee is the fee Oyster charges for access to its software, Platform, and Services. Oyster’s Subscription Fee is payable monthly and varies based on the Services provided, and, in the case of Team Member engagements, the country in which Services are provided. Oyster will begin charging its Subscription Fee on the first date on which Services are provided or as otherwise provided in the Service Agreement. We have no on-boarding or off-boarding fees.
Service Fee. The Service Fee is payable monthly and varies based on the Services provided, and the rate of the Team Member providing Services. The applicable Team Member rate will be set out in the Service Agreement for each engagement. Service Fees may also include one-time payments, awards, or benefits due to Team Member, as well as any Transition Costs.
Administrative Cost. The Administrative Cost includes Oyster’s overhead costs associated with the Team Member providing Services to Customer Company, including required taxes, benefits, social welfare and other contributions. Administrative Costs may also be incurred due to one-time payments, awards, or benefits due to Team Member, as well as any Transition Costs or Liabilities, incurred by or on behalf of Oyster, arising out of employment-related claims.
Team Member Expenses. A Team Member may incur work-related expenses (for example, travel costs) while performing Services for You, which are not included in the Total Cost of Service. You agree to pay Oyster for all expenses incurred by a Team Member in providing Services to You, if the expense was required to provide Services and was approved by You. You agree to notify Us of any disputed expense amounts invoiced to You in accordance with the Disputes provision below.
Team Member Travel. You agree to let Us know in advance if You require a Team Member to travel in order to provide You Services, and if you prefer Services-related travel to be arranged through a specific travel booking system. If Your required booking system bills Team Member travel costs directly to You, You will pay Your vendor directly, and We will not invoice those costs to You. Otherwise, travel costs will be submitted for reimbursement as provided above. You acknowledge and agree that You are solely responsible for all amounts due to Your direct third party vendors for Team Member Services-related travel, and Oyster will not pay Your vendors on Your behalf.
We require an initial deposit for all Service Agreements prior to the start of the engagement to defray any Transition Costs at the completion of Team Member’s provision of Services to You.
We require an initial deposit for all Service Agreements prior to the start of the engagement. The amount of the deposit for each Service Agreement is roughly one month’s Total Cost of Service and will be provided on the Platform and in Your first invoice.
Security Interest. Oyster has a security interest in the deposit, which is perfected by Oyster’s possession and control of the deposit funds. The deposit will be held by Oyster or for the benefit of Oyster until the date upon which the Team Member stops providing Services to You.
Return of Funds. Any deposit not utilized in providing or terminating the provision of Services will be returned to You 30 days after all matters related to the termination of the Service Agreement have been fully and finally resolved.
Timing. Employment-related payment obligations have a much shorter time to fund than typical service contracts. You agree to pay invoices timely, including invoices that charge for incidental or one-time Team Member costs (for example, initial deposit, expenses, etc.). All undisputed invoices shall be paid within 5 calendar days of delivery by Oyster. Oyster will not extend the due date for payment of invoices.
Currency. Customer Company may pay Oyster in USD, GBP, or EUR. Oyster pays Team Members in their home country currency and pays Contractors as specified in their contract. When the currency We receive is different from the currency We are obligated to pay, Oyster will exchange the currencies, so You don’t have to. Oyster calculates its exchange rate using rates from one or more currency exchange partners. Our rate is updated regularly, but may not be identical to the real-time market rate. The exchange rate used will be stated in the invoice.
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.
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.
Disputes. If You dispute any invoice, You must notify Oyster in writing within 5 calendar days of receipt of invoice. The Parties will negotiate in good faith to promptly resolve the dispute. If the entire dispute is not resolved before the invoice’s original due date, You agree to pay Oyster all amounts not disputed by the relevant due date. Your failure to pay undisputed invoices when due constitutes a material breach of the Oyster Terms.
Late Fees. If any undisputed invoice becomes 15 days overdue, then without limiting Oyster’s other rights or remedies, We will charge interest on unpaid balances at the rate of 1.5% of the outstanding balance per month, or at the maximum rate permitted by law, whichever is lower.
Nonpayment. If Oyster is required to use a collection agency or other means to collect payment due from You, You agree to pay reasonable collection agency fees or reasonable attorney’s fees associated with such collection. In the event You file for bankruptcy during the term of Our agreement with You or while You are in arrears on invoices issued pursuant to the Oyster Terms, You agree to include Oyster on Your list of preferred vendors, to include all payments due to Oyster in any first day motions filed, to designate Oyster as a priority debtor, or any similar such method of prioritizing Your debt to Oyster, where allowable by law.
Taxes. All fees, including estimated fees, identified in any Service Agreement or invoice are net of VAT and other indirect taxes. At all times, You and Oyster shall be solely responsible for paying your own VAT, HST, GST, or similar indirect taxes, if any, and to self-account and self-report for such taxes, as necessary.
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:
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:
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.
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. You agree not to hold any Oyster employee, including Team Member, personally liable for Oyster’s obligations as set out in Our agreement. 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 in connection with any particular Service Agreement exceed the lesser of 12 times the Total Cost of Services for the relevant Team Member(s), or 12 times the total amount invoiced by the relevant Contractor, 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 $1,000,000 USD.
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.
Contacting Oyster. Notice to Oyster under these Terms or any Service Agreement can be provided by email addressed to Legal@OysterHR.com. If You really like snail mail, You can find us at:
Oyster HR, Inc.
307 W. Tremont Avenue, Suite 200
Charlotte, NC 28203 USA
Feedback. Oyster was made for You. Our mission is making the global distributed work process clean, simple, and affordable for Customer Companies, while helping brilliant people build fulfilling careers from anywhere. If You have ideas about how We can do that better, We welcome Your suggestions. Talk to Us at Support@OysterHR.com. We will listen.