We are about to embark together on an exciting journey around the globe. It is a legally and logistically complicated trip, and We, at Oyster, are committed to making it as easy and transparent as possible. These Terms and Conditions (“Terms”) are the rules of the road and are non-negotiable. AS SUCH, WE ENCOURAGE YOU TO BECOME FAMILIAR WITH THESE TERMS AS THEY FORM THE BASIS OF OUR CONTRACTUAL RELATIONSHIP. If You feel like any of these terms are patently unfair, let Us know. We are always interested in understanding Your concerns and improving Our Services, service model, and contracts.
If We make changes to these Terms, We will update them here, so everyone benefits from the change. We will also send an email outlining the changes to the address provided by You on the Platform. It is important that You review the Terms whenever modified, because Your continued use of the Platform or Services for 30 days after notification is Your indication that You agree to be bound by the modified Terms. If You do not agree to be bound by the modified Terms, then You must notify Oyster in writing of Your intention to terminate Our business relationship as instructed below. We won’t charge You off-boarding fees, and We will make the transition as smooth as possible. Truly, Our job is to empower our Customer Companies, Contractors, and Team Members.
Welcome to Us, where the world really is Your oyster. 🦪
“Contractor” is a business or individual that contracts with Customer Company to provide services and to whom payment is made for those services through the Platform, as described in these Terms.
“Contractor Contract” means an agreement between Customer Company and Contractor.
“Customer Company” is a business that contracts with Oyster for provision of Services.
“Oyster” is Oyster HR, Inc., a Delaware Public Benefit Company, Reg. No. 7655857, along with Oyster’s subsidiaries and affiliates, and their respective directors, officers, employees, licensees, contractors, attorneys, agents, successors and assigns.
“Oyster Partner” means any person, firm or company who Oyster contracts with or otherwise engages to assist with or perform the Services or any part of the Services.
“Platform” means Oyster’s proprietary web-based software platform through which it provides Services.
“Team Member” is a talented individual who is employed by Oyster and provides Services to a Customer Company pursuant to a Service Agreement between Oyster and Customer Company.
“Website” means www.oysterhr.com and any other websites owned or provided by Oyster.
Each Party may disclose confidential information to the other Party. Such information includes trade secret, proprietary and Team Member information, and pricing terms. Except as agreed or required by law, both We and You will hold in confidence and not disclose such confidential information to anyone other than Our and Your own employees, agents, contractors or insurance entities who have agreed to preserve the confidentiality.
What is confidential? “Confidential Information” includes all non-public documents and information that have or could have commercial value or other utility. Examples include customer lists, prices and how they are set, intellectual property, Team Member information, business plans, and/or new ideas and methods for doing business. Information is not confidential if it is publicly known, readily available to the public through no fault of the non-disclosing Party, or if You or Oyster specifically allow its disclosure in a written release. But remember, if Confidential Information becomes public because of a Party’s violation of these Terms, it is still deemed Confidential Information and still protected by this agreement.
What are my obligations? The Parties agree to keep Confidential Information confidential. The Parties agree to exercise reasonable care to protect the confidentiality of Confidential Information. Reasonable care means at least the same level of care that a Party would reasonably use to protect its own Confidential Information. The Parties agree not to disclose the other Party’s Confidential Information to any third party, except as required to fulfill Our engagement together and in that instance, under confidentiality terms that are at least as restrictive as specified under these Terms. Each Party remains fully responsible for any unauthorized disclosure by its representatives.
The Parties agree not to use Confidential Information in competition with each other. The Parties agree not to use Confidential Information in any way that harms the other Party. Each Party agrees not to share Confidential Information with competitors, or to otherwise use Confidential Information for its own business advantage. Some Confidential Information, like trade secrets and certain personally-identifiable information, is protected by law. The legal duty to keep that information confidential is independent of these Terms.
What if there is a disclosure? The Parties agree to notify each other immediately of any unauthorized access, disclosure, loss or misuse of Confidential Information, or other breaches. The Parties will also use best efforts to immediately contain and remedy any such unauthorized access, disclosure, loss or misuse. Finally, the Parties will fully cooperate with each other in any effort to enforce rights related to any such unauthorized disclosure. A Party may be required by law, court order, regulatory inquiry, or subpoena to disclose Confidential Information (we’ll call that a “Compelled Disclosure”). If You or Oyster receive a notice of Compelled Disclosure, the recipient will provide the other Party prompt notice, to the extent allowed by law, and will provide reasonable assistance if the decision is made to contest the Compelled Disclosure.
How long does this obligation last? These confidentiality and non-disclosure obligations will continue for 3 years after Our business relationship ends. However, within 60 business days of termination of these Terms, each Party must return all documents in their respective possession, custody, or control which contain the other Party’s Confidential Information and/or provide certification that all copies (electronic or hardcopy) have been destroyed. In the instance where documents or data are subject to longer, legal or compliance-related retention requirements, the Parties are allowed to retain the other Party’s Confidential Information, subject to these confidentiality and non-disclosure obligations, for as long as required by the relevant law or applicable retention policy, thereafter returning or destroying it.
Control of Personal Data. In order to provide Our Services, We, You, and Oyster Partners may export, import, collect, and/or otherwise process personal data (“Personal Data”) belonging to individuals who are protected under the EU’s General Data Protection Regulation EU 2016/679 (GDPR) and other applicable data protection and privacy laws. Our DPA further details the Parties’ roles, rights, and obligations with respect to Personal Data and helps Us and You to comply with the GDPR. Each Party is solely responsible for its compliance with applicable data protection laws and for fulfilling all of its related obligations to third parties, including data subjects and supervisory authorities.
Use of Third Parties and Subprocessors. You authorize Oyster to use third parties identified in Our subprocessor list (“Subprocessor List”) to process Personal Data, and additionally, You authorize those third parties to engage subprocessors to process Personal Data. We will provide You with advance written notice of intended changes to the Subprocessor List. Oyster’s use of any specific third party or subprocessor to process Personal Data must be in compliance with applicable data protection laws and must be governed by a contract between Oyster and the third party (and their subprocessors) that requires comparable protections to these Terms. Oyster will provide upon written request a copy of Oyster’s agreements with third parties that process Your Personal Data. Please note, in sharing Our third-party contracts, all terms unrelated to the Standard Contractual Clauses will be redacted for confidentiality reasons. If after review, You object to the appointment of a particular third party (or subprocessor), You may terminate this agreement in accordance with the Oyster Terms.
Cross-border Transfers of Personal Data. Our data is warehoused in the Republic of Ireland. However, due to the nature of Our Services and globally distributed team, Personal Data may be processed outside of the European Economic Area (EEA), including within the United States. If We or Our third parties are required to transfer Personal Data out of the EEA to provide Our Services, We ensure a similar degree of protection is afforded to it by either using specific contract clauses approved by the European Commission or requiring third parties to provide evidence of similar protections to those afforded to Personal Data in the EEA. By using Our Services, You authorize the transfer, storage, use of, and onward transfer of Personal Data to the United States, where We are based, and to other locations where We and/or Our service providers operate.
Data Loss. In the case of any reportable losses of Personal Data (“Incident”), each Party will notify the other as soon as possible and no later than 72 hours after identification of an Incident. Quick notice allows each Party to consider what it needs to do to resolve an Incident in accordance with the applicable law. When an Incident occurs, the Parties agree to help each other in an expeditious and compliant manner.
Cooperation and Audit Rights. Both You and Oyster agree to provide reasonable assistance to each other related to any requests from individuals exercising their rights in Personal Data granted to them under applicable data protection laws. Oyster shall make available to You and Your regulators all information necessary to demonstrate compliance with applicable data protection laws. If You agree to cover the cost (regardless of any resulting findings), Oyster will allow and cooperate with a data protection impact assessment and a third-party audit initiated by You.
Standard Contractual Clauses. Each Party’s signature to the Service Agreement, which incorporates these Terms and those of Our DPA by reference, shall be considered a signature to the Standard Contractual Clauses. If a separately signed document is required for Your compliance purposes, or by the laws or regulatory procedures of any jurisdiction, Oyster’s signed DPA, which includes the Standard Contractual Clauses, is available for download here.
We like rules and We follow them. We require compliance with all applicable bribery, trade, trafficking, and money laundering laws.
Anti-Corruption. Anti-corruption laws prohibit directly or indirectly making, promising, authorizing, or offering any advantage or anything of value to public officials or private persons or corporations to secure an improper advantage, to improperly obtain or retain business, or to direct business to any other person or entity. The Parties agree, individually and together, to comply with applicable Anti-Corruption Laws, which may include but are not limited to the US Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act (the “UK Act”), the Singapore Prevention of Corruption Act (“PCA”), the Mexico General Law on the National Anti-Corruption System (“GLAR”), the Canadian Corruption of Foreign Officials Act (“CFPOA”), and all other applicable anti-corruption and anti-bribery laws (collectively, “Anti-Corruption Laws”).
Applicable Laws. Oyster takes full responsibility for Our actions and omissions regarding the employment of Team Members and provision of Services. However, We are in this together and You also have a role to play. When engaging or using Services through Oyster, You agree to comply with applicable laws and regulations.
You and Oyster agree that neither Party will knowingly take any action that would cause the other Party to be in violation of any applicable law. Additionally, each Party will promptly notify the other Party if such Party has any information or suspicion that there may be a violation of any law, regulation, or work rule in connection with the performance of any activities under the Oyster Terms.
Information about applicable laws may be provided by Oyster through the Platform and Website. We strive to keep Our information and templates accurate, current and up-to-date, but You understand and agree that Oyster is not a law firm, attorney, or tax advisory firm, and the information provided is not a substitute for the advice or services of an attorney or tax professional. It is always best practice to consult a licensed attorney, tax, and accounting professional before beginning a new business relationship or expanding into new countries.
How You expand globally can change over time, and Oyster is built to be flexible to support Your needs. From Your first engagement as a project-based Contractor to Your business’ transition to a Customer Company engaging Team Members, We can help. Some Terms apply to Oyster business relationships generally, but some depend on whether You are a Customer Company or a Contractor. The Scope of Services linked below provide additional terms and conditions that are incorporated into the Oyster Terms and specific to Your role. Please click below to review the relevant Scope of Services applicable to Your engagement.
One of the ways that Oyster makes accessing global talent and work easier is by creating a secure homebase where You can manage engagements. Whether Your distributed work is in two countries or twenty, all of Your Service-related information and contracts are in one place on the Oyster Platform.
Software Licenses. Our Services are offered through a cloud-based software Platform to which Oyster grants You limited, non-transferable, royalty-free licenses to use in accordance with the Terms. In order to access Our Services, internet access and a valid email address are required.
The Platform is not the answer to everything. Information provided via the Website or Platform is meant for informational purposes only and should not be interpreted as professional legal or tax advice. We encourage You to consult a professional that is trained or licensed in the relevant area if You need assistance.
Convenience. We are in this together and while We don’t want You to leave Oyster, if We aren’t the right fit for Your needs, You should be able to make a change. You may terminate individual Service Agreement(s) or Our agreement under these Oyster Terms, at any time, for any reason or no reason, if You give us 30 days’ written notice of Your intent to terminate. Oyster can likewise terminate any Service Agreement(s) or Our agreement under these Oyster Terms at any time, for any reason or no reason, if We give You 30 days’ written notice.
Breach. In the case of breach of contract, either Party may terminate these Terms and/or one or more Service Agreement(s), pursuant to the Oyster Terms, following written notice to the other Party and 5 calendar days’ opportunity to cure. The cure period will not be extended.
Cancellation of Services. Oyster reserves the right to cancel any Services managed on the Platform due to suspicious behavior, fraud, harassment, unfair, deceptive, or illegal acts or practices, and at the direction of law enforcement or other regulatory authority.
Effect of Termination. After either Party has delivered to the other Party a termination notice as provided above, Oyster will begin the process of terminating Services with respect to the affected Team Member(s) or Contractor(s). Oyster will continue to provide Services under the current Terms until the actual date each Service Agreement or Contractor Contract can be terminated in accordance with the relevant terms and with applicable law. Of course, obligations to pay unpaid invoices and remedies for non-payment survive termination of these Terms and Service Agreements and Contractor Contracts.
The termination or expiration of a Service Agreement or Contractor Contract will not terminate these Terms. Unless a Party terminates these Terms as described above, the Terms will remain in effect for as long as You have any active Service Agreement or Contractor Contract on the Platform and will automatically terminate 90 days from the date on which You no longer have any active Service Agreements or Contractor Contracts with Us. Once these Terms end, You may continue to access the Platform only to view and download Your information until December 31 of the year following the expiration or termination of these Terms.
Mutual Warranty. Each Party hereby represents and warrants: (a) that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; (b) that the execution and performance of the agreement will not conflict with or violate any provision of any law having applicability to such Party; and (c) that the agreement, when executed and delivered, will constitute a valid and binding obligation of such Party and will be enforceable against such Party in accordance with its terms.
Oyster’s Warranty. Oyster further represents and warrants that the Services, including the provision of contracts, will be performed and operate in all respects in accordance with the Oyster Terms and with applicable laws, and will be performed in a professional and workmanlike manner at a standard comparable with others in the industry.
Customer Company Warranty. You further represent and warrant that during the use or engagement of Services, You will comply with all laws applicable to You relating to the engagement or provision of Services, these Terms, and all Service Agreements and Contractor Contracts. You further represent and warrant that during the use or provision of Services, You will not task or otherwise involve Oyster service providers in any illegal activity during the term of Our engagement.
Disclaimer of Warranties. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THESE TERMS, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, OUR SERVICES, THE PLATFORM, WEBSITES, AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY OYSTER. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OYSTER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, AND NON-INFRINGEMENT. OYSTER DOES NOT WARRANT THAT OUR SERVICES, THE PLATFORM, WEBSITES, OR OYSTER CONTENT WILL (I) MEET YOUR SPECIFIC EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM UNAUTHORIZED, THIRD-PARTY SYSTEM ERRORS, INTRUSION, BUGS, VIRUSES OR OTHER HARMFUL COMPONENTS NOT CONTROLLED BY US; OR (III) BE FREE FROM INTERRUPTION.
Employment Relationship. Under the Terms, Oyster contracts to be the sole employer of Team Member. In contrast, any contractor engaged by Customer Company or Oyster is a professional services relationship and is not intended to create any employment relationship. In both cases, Customer Company understands and agrees that whether or not a government agency, other regulator, or judicial body ultimately deems Customer Company to be Team Member’s or Contractor’s employer, despite this agreement, is beyond Oyster’s control. Contractor, likewise, acknowledges and agrees that whether or not a government agency, other regulator, or judicial body ultimately deems Contractor to be employed by Customer Company, despite this agreement, is beyond Oyster’s control. To that end, if a third party, with authority to do so, like a regulator or judicial body, determines that a Customer Company is the employer, in fact, of Team Member or Contractor, all parties agree to hold Oyster harmless. If that occurs, Oyster will assist in making any required changes to the employment relationship which are required as a result of any such determination.
Permanent Establishment. Whether Customer Company or Contractor (referred to separately as “Business Entity”) is deemed to be transacting business in a country where Services are provided ― which triggers a taxable presence or so-called “permanent establishment” ― will be a function of the totality of Business Entity’s activities in that country. Business Entity agrees to retain all responsibility for its business activities, both within and outside of a particular jurisdiction. This includes Business Entity’s corporate structure, corporate tax matters, hiring decisions, stock issuance, work projects and assignments given to service providers (including Team Members or Contractors), and/or any other business decision and associated risk incurred in connection with Business Entity’s international operations. Business Entity acknowledges these activities are beyond Oyster’s control and agrees to hold Oyster harmless for any damages or other negative consequences sustained as result.
Forms. Oyster’s Platform is flexible. We allow You to utilize Your form agreements, policies, and other documents. You may also customize templates that We provide to better reflect Your business needs. The use of Your own forms or altered versions of Oyster’s templates is at Your own risk, and You agree to hold Oyster harmless and indemnify Oyster from any claims arising from use of those documents.
Professional Advice. While We agree to provide compliant Services to You, Oyster does not provide tax, legal or accounting advice. We will do Our best to provide You with the information You need to make Your own decisions about compliance with applicable laws. If You have questions after reviewing the contracts and forms generated by and through the Oyster Platform, and any other information provided by Oyster, You should consult Your own tax, legal or accounting advisors prior to using those documents or paying an invoice.
Marketing. Ask first. Neither Oyster, nor You shall issue or release any announcement, statement, press release or other publicity or marketing materials relating to this agreement or otherwise use each other’s trademarks, service marks, trade names, logos, domain names or other indicia of source, affiliation or sponsorship, in each case, without the prior written consent of the other Party.
Electronic Acceptance of Terms. These Terms, and any amendments thereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person. Neither Party hereto shall argue that a contract was not formed hereunder based on either (i) the use of electronic means to indicate acceptance of these Terms; or (ii) the fact that any signature or acceptance of this agreement was transmitted or communicated through electronic means; and each Party forever waives any related defense.
Electronic Notification. Any notices or other communications provided by Oyster, including those regarding modifications to these Terms, will be given: (i) via email; and (ii) by posting to the Platform. Notice provided by e-mail will be deemed received on the date such email is sent. Notice provided by posting to the Platform will be deemed received on the date that notice is posted.
No Agency. Except where explicitly provided, the Terms do not create or constitute a partnership or joint venture between the Parties or make either Party an agent of the other. Neither Party shall hold itself out contrary to the terms of this paragraph. Nothing contained in these Terms shall be deemed to permit either Party to conduct business in the name of or on account of the other Party, to incur or assume any expense, debt, obligation, liability, tax or responsibility on behalf of or in the name of the other Party or to act on behalf of or bind the other Party in any manner whatsoever.
Waiver. No failure or delay by either Party to exercise any right or remedy provided under the Oyster Terms or by applicable law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
No Assignment. Except where explicitly provided, neither Party may assign rights and obligations under the Oyster Terms, by operation of law or otherwise, without the other Party’s prior written consent, which will not be unreasonably withheld. Any attempt to assign or transfer this agreement, without such consent, will be null and void.
Third Party Beneficiary. The Parties acknowledge and agree that Customer Company is an intended beneficiary of any restrictive covenant contained in a Team Member’s employment agreement that, by its terms, references and benefits Customer Company.
Force Majeure. If either Party is delayed, hindered, or prevented from performing its obligations under this agreement by reason of war, riot, sabotage, terrorist act, flood, fire, earthquake, hurricane, tornado, radiological emergency, computer virus or worm, governmental or quasi- governmental law, regulation or court order, or any other cause of like nature beyond reasonable control, the Party unable to perform will promptly give notice to the other Party. As soon as practicable under the circumstances, the non-performing Party shall make commercially reasonable efforts to resume full performance.
Severability. If any part of these Terms are found to be invalid or unenforceable, the remainder of the agreement will remain in full force and effect as if the unenforceable part did not exist. The Oyster Terms will be construed in its entirety, giving meaning to its whole, and not strictly for or against Oyster or Customer Company.
Governing Law. This agreement shall be governed by and construed in accordance with the laws of New York, USA without regard to its conflict of law provisions. The UN Convention on Contracts for the International Sale of Goods shall not govern this agreement or the rights and obligations of the Parties under this agreement.
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.
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