Terms and Conditions

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. That may sound harsh, but our job is to help our Customer Companies expand while largely taking on your global employment risks. 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. Whenever there is a change in these Terms, our Services, or our fees, we will provide you thirty (30) days’ written notice. In those thirty (30) days you can choose to terminate your contract with us, or agree to the changes. Continued use of the Platform after the thirty (30) days will be deemed acceptance.

Welcome to us, where the world really is your oyster

Building a Firm Foundation

📜 This is a binding contract

These Terms, together with the Oyster Privacy Policy, Website Terms of Use, Data Processing Addendum and Your Engagement Agreement(s) (collectively the “Oyster Terms”), form the complete agreement between our customer cohort: “Customer Company”, “Contractor”, “Team Member” (collectively referred to as “You”, “Your”); and Oyster HR, Inc., a Delaware corporation, along with Oyster’s subsidiaries and affiliates, their respective directors, officers, employees, licensees, contractors, attorneys, agents, successors and assigns (“Oyster”, “Us”, “We”, “Our”). In exchange for Your agreement with the Oyster Terms and negotiated payment, Oyster will provide You global employment, contractor management, and other related Services (the “Services”). These Services will be provided through Oyster’s website, www.oysterhr.com and Platform, and supported by the team at Oyster.

The Terms is a legally binding agreement between Customer Company, Contractor, Team Member, and Oyster (“Parties”). You are encouraged to read the Terms carefully and to save a copy of it for Your records. If You are agreeing to these Terms on behalf of a business or an individual other than yourself, You represent and warrant that You have authority to bind that business or other individual to the Terms, and Your agreement to these Terms will be treated as the agreement of such business or individual. By (i) clicking the applicable button to indicate Your acceptance of the Terms, or (ii) accessing or using any platform Service, You accept the Terms, and You agree, effective as of the date of such action, to be bound by the Terms.

🙊 Confidential Information

Each party may disclose confidential information to each other. Such information includes trade secret, proprietary and employee 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? Oyster’s Confidential Information includes all non-public documents and information that have or could have commercial value or other utility. Examples include customer lists, our prices and how we set them, intellectual property, employee information, business plans, our new ideas and methods for doing business. Information is not confidential if it is publicly known, readily available to the public, or if Oyster specifically allows its disclosure in a written release. But remember, if confidential information becomes public because a party’s violation of these Terms, it is still deemed confidential information and still protected by this agreement.

What are my obligations? Parties agree to keep confidential information confidential. Parties agree to exercise reasonable care to protect the confidentiality of confidential information. Reasonable care means at least the same level of care that You would reasonably use to protect Your own confidential information. Parties agree not to disclose our confidential information to any third party, except as required to fulfill our engagement together. You remain fully responsible for any unauthorized disclosure by Your representatives.

Parties agree not to use confidential information in competition with each other. Parties agree not to use Our confidential information in any way that harms the other party. Parties agree not to share confidential information with competitors, or to otherwise use confidential information for Your own business advantage. Some confidential information like trade secrets, intellectual property, 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? You agree to notify Oyster immediately of any unauthorized access, disclosure, loss or misuse of confidential information, or other breaches by You or Your representatives. You will also use Your best efforts to immediately contain and remedy any such unauthorized access, disclosure, loss or misuse. Finally, You will fully cooperate with Oyster in any effort to enforce its rights related to any such unauthorized disclosure. You may be required by law, court order, regulatory inquiry, or subpoena to disclose Oyster’s confidential information (we’ll call that a “Compelled Disclosure”). If You receive a notice of Compelled Disclosure, You will provide Oyster prompt notice, to the extent allowed by law, and will provide reasonable assistance if Oyster decides to contest the Compelled Disclosure.

How long does this obligation last? It depends on how long we work together. These confidentiality and non-disclosure obligations will continue for three years after either You or Oyster provide a notice (as directed below) of termination of Services. Within thirty business days of providing notice, You must return all documents in Your possession, custody, or control containing our confidential information and provide certification that all electronic copies have been destroyed.

💻 Data Privacy and Processing Agreement

You are trusting us with Your business and Team Member’s personal information. We take that trust seriously and work hard to comply with the highest data processing standards, rules and regulations.

Control of personal data. In order to provide our Services, we may require control and processing of personal data belonging to individuals who are protected under the EU’s General Data Protection Regulation EU 2016/679 (GDPR) or other applicable data protection laws. You are a controller and Oyster is a processor with respect to personal data and sensitive personal data belonging to data subjects, that data will be considered “Personal Data”. You will ensure You have all necessary and appropriate consents and notices in place to enable lawful collection and transfer of Personal Data to Oyster. Where Oyster collects personal data directly from data subjects, Oyster may act as an independent controller of information as well. Each party is solely responsible for its compliance with applicable data protection laws and for fulfilling any of its related obligations to third Parties, including Data Subjects and Supervisory Authorities.

Limited use of personal data. Oyster will process Personal Data only as instructed by or as initiated by You via the Platform, as necessary to provide the Services and prevent or address technical problems with the Platform or violations of the Oyster Terms, or as required by applicable law. We will limit the sharing and use of personal data and sensitive personal data to the extent necessary to perform and implement our Services. Oyster will not store or retain any Personal Data except as necessary to perform the Services under the Engagement Agreement or Contractor contract. At the termination of any Engagement Agreement and the expiration of any required retention period, Oyster will securely destroy or remove identifying data from all copies of Your Personal Data (including automatically created archival copies). Additional processing details are provided in the Oyster Privacy Policy.

Use of third Parties and subprocessors. You authorize Oyster to use third Parties to process Personal Data, and additionally, You authorize the third Parties to engage subprocessors to process Personal Data. 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 all terms unrelated to the Standard Contractual Clauses will be stricken. 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. Whenever we or our third Parties transfer Personal Data out of the European Economic Area, we ensure a similar degree of protection is afforded to it by ensuring at least one of the following safeguards is implemented: (i) we may use specific contract clauses approved by the European Commission which give personal data the same protection it has in Europe; (ii) when transferring Personal Data to the United States or elsewhere, we may transfer data if they provide evidence of similar protections to those afforded to personal data in Europe. By using our Services, You authorize the transfer, storage, and use of Personal Data to the United States, where we are based, and to other locations where we and/or our service providers operate as specified in these Terms and the Oyster Privacy Policy.

Protecting personal data. Oyster agrees to implement appropriate technical and organizational measures to protect Personal Data in their possession against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure. Oyster will ensure that its personnel are bound by confidentiality obligations with respect to Your Personal Data, and are subject to appropriate training regarding the processing of Personal Data. You and Oyster agree to promptly notify the other if it is no longer able to abide by the rights and obligations attached to the Personal Data, and to cease using that data or otherwise to take appropriate steps to remediate. You and Oyster remain individually responsible for ensuring that Your respective uses and transfers of Personal Data comply with all applicable data protection laws.

Data loss. In the case of any potential or actual losses of personal data (“Incident”), Parties will notify each other as soon as possible and no later than one (1) business day after identification of an Incident. Quick notice allows us to consider what we need to do to resolve an issue in accordance with the applicable law. When an Incident occurs, 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. You and Your regulators shall also have the right to inspect Oyster’s architecture, systems, and documentation which are relevant to the security and integrity of Personal Data, or as otherwise required by a governmental regulator. If You agree to cover the cost, Oyster will allow and cooperate with a data protection impact assessment and a third-party audit initiated by You. You and the auditor agree to avoid causing damage, injury, or disruption to Oyster’s premises, equipment, or business in the course of such audit.

Model clauses. Each party’s signature to the Engagement Agreement which incorporates these Terms by reference shall be considered a signature to the Model Clauses. If required by the laws or regulatory procedures of any jurisdiction, the Parties shall execute or re-execute the Model Clauses as separate documents.

📏 Compliance

We like rules and we follow them. While employment law is our passion, 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. Parties agree, individually and together, to comply with applicable Anti-Corruption Laws, which may include but is 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”).

Labor Laws. You agree to comply with applicable workplace and privacy laws of Team Member’s country of residence in the capacity of Oyster’s employer representative and controller of personal data. Information about these laws may be provided in these Terms, each Engagement Agreement, and the Oyster Knowledge Base. However, it is important that You understand and agree that Oyster is not a law firm or an attorney, and is not the substitute for the advice or Services of an attorney. Oyster strives to keep its legal documents accurate, current and up-to-date, but the law changes rapidly, the law is different from jurisdiction to jurisdiction, and may be subject to interpretation by different courts. Furthermore, the legal information contained on the Site and Applications has been prepared for informational purposes only, and is not intended to provide, nor should You rely on it for, legal, tax, or accounting advice in any jurisdiction. It is always best practice to consult a licensed attorney, tax, and accounting professionals about cross-border expansion.

Policy and Procedures. Both You and Oyster shall maintain policies and procedures designed to ensure its compliance with the applicable laws above. You and Oyster agree that neither party shall knowingly take any action that would cause the other party to be in violation of the laws above. Additionally, each party shall immediately notify the other party if such party has any information or suspicion that there may be a violation of any applicable laws in connection with the performance of any activities under the Oyster Terms.

Scope of Services

Oyster's Obligations

Employing 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 work for You. We call these talented people Team Members. We will also provide You and the Team Members access to our Platform to make things, like contracting and making payments, easier.

Workforce Services. Oyster agrees to legally retain and place Team Members, identified by You, to work at Your instruction. Team Members may be employees or contractors. Oyster may reasonably reject a proposed Team Member (for example, if proposed Team Member cannot legally work in-country). Because You are identifying the proposed Team Member, Oyster makes no representations about the quality of Team Member’s work. This means that we aren’t responsible for the Team Member’s professional mistakes, errors, and omissions. We will, however, provide employment liability insurance for all employees and contractors employed by Oyster as part of our Workforce Service. Lastly, after providing You ample notice, as Team Member’s employer of record, Oyster may dismiss Team Member for cause at any time, with no liability to You.

Contractor Services. Sometimes, rather than working as an employee, a Team Member works independently as a Contractor. Oyster agrees to help contract, onboard, and pay Contractors identified by You. You can choose to engage Contractors as Team Members, with additional insurance and protections as part of Oyster’s Workforce Services (see above), or you can engage with Contractors directly. In the direct contracting model, Oyster acts as an Agent of Record for Contractors. In both instances, as with all Team Member, because You are identifying the proposed Team Member, Oyster makes no representations about the quality of Team Member’s work. This means that we aren’t responsible for the Team Member’s professional mistakes, errors, and omissions.

Contractor services include vendor due diligence, compliance in regards to tax and labor regulations, the ability for Contractors to create and issue invoices, and the ability 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 workforce agreements. Oyster reserves the right to cancel any contractor services managed on its Platform due to violation of these Terms, failure to pay previous 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 Payment Services include payment of wages, salaries, bonuses, commissions, invoices, and other earnings to Team Members and Contractors, based on the amount reported and/or approved by You. We will likewise assist with processing and paying approved Team Member and Contractor expenses. Along with their salary and expense reimbursement payments, Team Member will be provided a compliant payslip for each pay period. We will process related third party tax withholding, reporting, remittance, and other social obligation remittance ("Cost of Employment"), where applicable. We will remit these sums under our account as the employer of record or agent of record, in accordance with applicable law. The total amount of payment to the Team Member and or Contractor plus the Cost of Employment, plus the Oyster Service Fee is the Monthly Payment Obligation. We will only provide Payroll Services, if You adequately fund the Monthly Payment Obligation.

Agent of Record Services. Oyster serves only as Contractor’s agent for payment purposes and assumes no liability for any acts or omissions of Contractor related to 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 payment obligation to the Contractor will be fulfilled upon Oyster’s receipt of payment by Customer Company. Oyster thereafter is responsible for remitting funds to Contractor. Oyster’s obligation to pay Contractor is subject to and conditional upon Oyster’s actual receipt of payment from Customer Company. Contractors authorize Oyster to delegate its obligations under these Terms to its affiliated entities with the provision that Oyster will ultimately remain liable for discharge of its obligations under these Terms.

Confidential Information, Intellectual Property, and Equipment. We understand how important Customer Company proprietary information is and have created a template Team Member Confidentiality, Competition, and Intellectual Property Agreement for Your use in procuring Team Member’s contractual commitment to keep Your proprietary information confidential, to secure Your ownership of Team Member-created intellectual property and work-for-hire, to have Team Member comply with Your globally-applicable code of conduct and rules, to destroy or return Your proprietary documents after the Team Member/Customer relationship ends, and finally, to use, protect and return Your equipment, after the Team Member/Customer relationship ends. The Team Member Confidentiality, Competition, and Intellectual Property Agreement is available on the Platform for enrolled Customer Companies. Finally, You understand and agree that any proprietary information Team Member may receive will not be attributable to Oyster, and that Oyster will not be held liable for its disclosure.

To the extent 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 Team Member placed with Customer Company, Oyster hereby assigns, transfers, conveys, and quitclaims the Intellectual Property and Moral Rights to Customer Company. Oyster’s assignment, transfer, and conveyance to Customer Company is without any representations or warranties of any kind. “Intellectual Property” shall mean any of the following: inventions or discoveries, whether patentable or not, patent applications, patents, utility models, utility model applications, certificates of invention, trademarks, copyrightable subject matter, writings, improvements, ideas, designs, models, drawings, computer models, software code, data, concepts, formulas, know-how, trade secrets, test results, names, trade names, trade dress and all materials or methods incorporating any of the foregoing and all rights associated therewith provided the above relate to a product, material, process, method, or technique related to or arising from Customer Company business activities, including any improvements or modifications to such product, material, process, method or technique or which is based (in whole or in part) on or derived from Customer Company confidential information.

Oyster Third Party Providers. Oyster may assign its rights and delegate its obligations under this Agreement to a third party of Oyster’s choosing. “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. To help ensure the best possible provision of Services, Oyster reserves the right to replace an Oyster Partner in its sole discretion at any time with prior notice to You. Oyster agrees to be responsible for the performance of Oyster Partners related to provision of the Services during the Term and such subcontracting shall not relieve Oyster of its 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.

🧭 Customer Company & Contractor Obligations

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 taking care of the logistics of cross border employment, but you are responsible for taking care of the Team Member on a daily basis. Together, we can provide talented Team Members amazing opportunities.

Team Member Management. First, You are responsible for recruiting Your proposed Team Members who are both qualified and eligible to work legally in the country in which they are living. Once you have found a talented candidate and have negotiated a fair and equitable salary, introduce them to Oyster to hire¹. Even though Oyster technically retains Team Member on Customer Company's behalf, Customer Company exclusively benefits from Team Member’s Services and will retain control of Team Member to the extent allowed by law.

Next, Customer Company is responsible for supervising, controlling, and assigning work to Team Member on a day-to-day basis. While this may go without saying, Customer Company agrees to assign only tasks that are legal and treat Team Member ethically, in compliance with these Terms, the Engagement Agreement, and applicable employment and data protection laws. If Customer Company knows or suspects Team Member has grievances, complaints or employment-status concerns―including changes in legal status to work in-country, Customer Company agrees to notify Oyster immediately.

Finally, even though Customer Company directs Team Member’s work, any disciplinary actions or termination of the placement must be handled by Oyster. If Customer Company has concerns about a Team Member’s performance, please contact Oyster for assistance as soon as possible and before any changes to the Team Member’s work schedule, salary, or responsibilities. That way, we can work together to resolve the issue or minimize any termination costs or other potentially negative consequences. If Customer Company wants to stop working with a specific Team Member, Customer Company agrees to give Oyster thirty (30) days’ notice, and pay any attendant termination costs, including required notice or severance pay.

Payroll Submission. You agree to submit and approve payroll according to the timelines outlined in the applicableEngagement Agreement. Specifically, You agree to maintain accurate records of Team Member time worked, and timely transmit that information to us. Additionally, You agree to notify Oyster in advance of any Team Member scheduling or issues that will affect payroll (for example, overtime, vacation/leaves taken, payroll-reimbursed expenses, etc.). Any changes, additions or deletions after the initial payroll cycle shall be communicated to Oyster no later than 72 hours before each payroll processing date. You agree that by submitting each payroll:

• You approve all payroll information;
• Payment based on the payroll information submitted to Oyster does not violate any applicable laws, rules, or regulations;
• You waive and release any Claim against Oyster arising out of any errors or omissions in the payroll information; and
• You acknowledge that any subsequent request for corrections will be considered special handling, and additional fees may be charged.

If You are late to submit or approve payroll, Oyster will use reasonable efforts to process the payroll with the regularly-scheduled payment. If that is not possible, Oyster will process the payroll no later than the next regularly-scheduled payment. Late notice or payroll reruns requested after the approval of the payroll in the Platform will incur a fee. Any late payment penalties incurred due to Customer’s delay will be the responsibility of Customer to pay. Applicable fees are provided in individual Engagement Agreements.

Contractor Engagement. Customer Company is responsible for recruiting proposed Contractor who is both qualified and eligible to work legally in the country in which they are living. Once Contractor is identified, Customer Company should negotiate contractual terms including services required, cost of services, time to perform, method and timing 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 Oyster Platform.

Customer Companies should review invoices carefully before making payment. Once payment is initiated, Oyster cannot stop or otherwise change the payment. Contractor hereby appoints Oyster as their limited authorized payment collection agent (“Agent of Record”) to facilitate the receipt of payments from Customer Companies for services provided. Contractor agrees that payment received by Oyster from Customer Companies has the same effect as if the payment was made directly to Contractor, regardless of whether Oyster remits or fails to remit the payment. Contractors also authorize Oyster as its Agent of Record to hold, disburse and retain payments on behalf of Contractor pursuant to these Terms of Conditions, or otherwise instruct Oyster’s third party payment providers to do so.

If a Customer Company owes outstanding payments to a Contractor after completion of work, or if a 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, parties must address the dispute directly with each other. Oyster will not adjudicate payment or contract disputes between parties.

Accurate Records. Our Services, Fees, 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 Platform information. Specifically, Customer Company agrees to maintain accurate records of Team Member time worked, vacation and/or leave taken, salary increases, bonus, and any other work-related information we request. Contractor agrees to maintain accurate records of contract deliverables, expenses, invoices, and any other work-related information we request. You also agree 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 thirty (30) days’ notice terminate any active Engagement Agreements or Contractor Contracts.

Performance Assistance. You will enable Oyster to take all necessary steps to effectively perform our Services, including timely provision of required documents, including, but not limited to, bank authorization forms, powers of attorney, and tax authorization forms. Your assistance in this regard may include Your signature on powers of attorney and 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. Duties not allocated to Oyster under the Agreement remain Your obligation. Examples of duties for which You remain solely responsible include: Your products and/or Services; compliance with licensing regulations and professional standards pertaining to Your workplace; safety and health laws, including reporting, record-keeping and compliance requirements and ensuring the use of all personal protective equipment; and accessibility requirements. You will notify Oyster if You are or become a government contractor and agree that we do not assume any obligations or responsibilities under any government contract.

💻 Oyster Platform

One of the ways that Oyster makes global employment easier, is by creating a secure homebase where You can manage all of Your Team Members’ needs. However far flung Your distributed team may be, all of their payroll, all of their benefits, all of their contracts are in one place.

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 these Terms. In order to access our Services, internet access and a valid email address are required for every Customer Company, Team Member, and Contractor.

Information provided via the Platform. We will use information provided by You, including personal information, in connection with providing the Services. This usage may include sharing information between Platforms owned or licensed by the Oyster family of companies, as well as third party providers. You consent to this transfer of data, subject to applicable law, and Oyster’s Privacy Policy.

If You are interested in learning more about Oyster and remote hiring best practices, opt-in to our newsletters, marketing materials, and other promotional information we may send. Please note that even if You have not opted-in or have since unsubscribed, we may still send You transactional or administrative messages related to the Service. We encourage You to review our Terms of Use for more information about Your interactions with Oyster’s website and Platform.

The Platform is not the answer to everything. Your use of the Platform and Oyster-provided content is entirely at Your own risk. Oyster is not in the business of providing legal, regulatory, tax, financial, accounting, employment, or other professional Services or advice. Any information provided via the Platform is meant for informational purposes only and should not be interpreted as professional advice. We encourage You to consult a professional that is trained or licensed in the relevant area if You need assistance.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, 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. FURTHERMORE, OYSTER MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION OR OYSTER CONTENT IN OR LINKED TO THE PLATFORM. OYSTER DOES NOT WARRANT THAT THE PLATFORM OR OYSTER CONTENT WILL (I) MEET YOUR SPECIFIC EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. IN ADDITION, OYSTER EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR MAKING SURE THAT DOCUMENTS WHICH ARE ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE ARE VALID AND ENFORCEABLE UNDER ANY APPLICABLE U.S. LOCAL, STATE, OR FEDERAL LAWS, OR THE LAWS OF ANY OTHER JURISDICTION.

🔀 Modification and Termination of Services

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 need to change the Team Member placed with 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 Customers and Team Members with the best possible experience.

As a Result of Compliance Obligations. The laws governing 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 Engagement Agreement.

At Your Request. You may request additions or modifications to the Services, at which point the Parties shall discuss and mutually agree on a course of action consistent with the local laws of the applicable Country. 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 You shall communicate any request for such actions directly to Oyster. Such changes may require adjustments to the terms and cost of Team Member’s Services under the applicable Engagement Agreement.

At Oyster’s Request. Oyster reserves the right to change the products and Services offered, the manner in which they are delivered, the prices charged, or other terms and conditions of our Services, including, but not limited to a transfer of a Team Member to a different Oyster Partner within the country.

Effect of Change. If a change is required, as stated above, Oyster will provide You reasonable notice of such change and further will ensure a smooth transition of changes as they relate to Team Member. Any transfer to a new 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. After Oyster provides You written notice of changes, You have thirty (30) days to decide whether or not You want to continue Your engagement with Oyster. Continued use of our Platform after thirty (30) days will indicate Your acceptance of any changed terms. If, upon notification of the change, You decide not to continue the Services, then notwithstanding anything to the contrary in this Agreement, You may terminate any Engagement Agreement upon thirty (30) days’ prior written notice without penalty, provided however that Oyster shall continue to bill You for Services, until the actual date Team Member’s placement can be terminated in accordance with applicable law.

Other Changes. Oyster may modify these Terms at any time, in Oyster’s sole discretion. If Oyster does so, Oyster shall let You know either by posting the modified Terms on the Platform or Site or through other communications. It is important that You review the Terms whenever modified, because continued use of the Platform or Services for thirty (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. Because the Platform and Services are evolving over time, Oyster may change or discontinue all or any part of the Platform, or Oyster-provided content at any time and without notice.

Change of Heart. 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. Except in case of breach of contract, You may terminate Your Engagement Agreement(s) pursuant to these Terms at any time, for any reason or no reason, if You give us thirty (30) days’ written notice to us of Your intent to terminate. Of course, Your obligation to pay unpaid invoices and Oyster’s remedies for non-payment survive termination of Your Engagement Agreement. Oyster can likewise terminate Your Engagement Agreement at any time, for any reason or no reason, if we give You thirty (30) days’ written notice.

Abandonment. If You abandon our Services by either reporting a payroll cycle of $0.00 or failing to timely report Your payroll information for a payroll cycle, it will be deemed a termination of Your Engagement Agreement, and we will remove any Team Members from Your placement. This will result in us charging You any attendant notice pay or other costs for which the Team Member may be entitled, along with our related Fees.

Breach. In the case of breach of contract, either party may terminate all or some of Your Engagement Agreement and the associated Team Member placements, pursuant to the Oyster Terms, following written notice to the other party and seven (7) calendar days’ opportunity to cure. The cure period will not be extended; as doing so would result in increased payroll and other liabilities.

How We Bill

🔖 Our Fees

Oyster believes in transparent pricing. Oyster’s Engagement Agreement is designed to clearly explain the costs, our fees and timing for payment, along with important information about Your Team Member. Easily initiate a new Contractor contract or Team Member placement in the same or a different country upon executing an additional Engagement Agreement.

Monthly Oyster Service Fee. The Monthly Oyster Service Fee is the fee Oyster charges for its Services. Oyster’s monthly fee is provided in each Team Member’s Engagement Agreement. Oyster will begin charging its Service Fee, on the first date of Team Member’s placement. The Oyster Service fee is either $399 or $699 each month depending on where the Team Member lives². The Monthly Oyster Service Fee for Contractors is $29.00 per month regardless of location.

Total Cost of Employment. Customer Company is responsible for paying Team Member’s Total Cost of Employment each month, which includes the Team Member’s salary, the required Employer's Contribution, and the Oyster Service Fee.

Team Member’s Monthly Salary includes salary, allowances, commissions, bonuses. Employer’s Contribution includes required taxes, benefits, social welfare and other contributions. These amounts, along with the Oyster Service Fee are separately detailed on each Engagement Agreement and every invoice.

🌂 Team Member Deposit

We require a deposit for each Team Member to ensure that regardless of our Customer Company's invoicing schedule, Oyster has funds available to pay Team Member’s salary as it becomes due. The deposit also helps defray any costs surrounding Team Member’s termination, from severance to settling claims.

Amount. The amount of the deposit for each Team Member will be in the amount stated in the Engagement Agreement. If Customer Company chooses to offer Team Member notice periods or severance payment terms over and above the statutory minimum required in-country or if the required notice period/severance pay increases over the length of Team Member’s placement, the deposit will be increased by a corresponding amount.

Return of Funds. Any deposit not utilized in providing Services to Team Member will be returned to Customer Company thirty (30) days after all matters related to the termination of Team Member’s placement have been fully and finally resolved.

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 each Team Member's termination date.

💶 Invoicing and Payment

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, for paid leaves, vacation, separation pay, expenses, Team Member claims attributable to Customer, etc.). The invoice for each Team Member’s deposit will be invoiced upon Ourour initiating work to onboard any given Team Member, and must be paid prior to Team Member’s placement in Your workforce. All other undisputed invoices shall be paid within three (3) business days of delivery by Oyster.

Currency. Oyster accepts payments in USD, GBP, and EUR, but pays Team Members in their home country currency and 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 third Parties, such as Transferwise and OFX. 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. Currently Oyster only accepts wire transfers as a method of payment and will provide wiring instructions on the invoice. Oyster WILL NOT request wired funds outside of the platform invoicing process. If You are concerned that a particular request may be fraudulent, please call us directly for confirmation.

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

Disputes. If You dispute any invoice, You must notify Oyster in writing within seven (7) days of receipt of invoice. 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 breach of the Oyster Terms.

Taxes. At all times, You and Oyster shall be solely responsible for paying any VAT, HST, GST, or similar indirect taxes, if any, and to self-account and self-report for such taxes if as necessary.

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 and to include all payments due to Oyster in any first day motions filed.

Warranty and Disclaimers

💪 Warranty

Oyster warrants that the Services it provides will be performed and operate in all respects in accordance with the Oyster Terms and with applicable law, and will be performed in a professional and workmanlike manner at a standard comparable with others in the industry.

🚫 Disclaimers

Fitness and Malfeasance. Oyster makes no warranties about Team Member or Contractor's eligibility to work, or fitness for any particular job duties. Oyster is not responsible for the actions, errors, or omissions of any Team Member or Contractor placed in Customer Company's workforce pursuant to these Terms or any damages resulting from such Team Member or Contractor’s actions, errors, or omissions. Furthermore, Customer Company agrees and acknowledges that Customer Company is wholly responsible for protecting any Intellectual Property (IP) to which Team Member or Contractor has access. Customer Company will hold Us harmless for any theft or misappropriation of IP by Team Member or Contractor.

Employment Relationship. Under the Terms, Oyster contracts to be the sole employer of Team Member. However, Customer Company understands and agrees that whether or not a government agency or other regulator or judicial body ultimately deems Customer Company to be Team Member’s employer, despite this Agreement, is beyond Oyster’s control. To that end, if a third-party with authority to do so renders a determination that You are the employer, in fact, of Team Member, You agree to hold Oyster harmless for any required changes to the employment relationship mandated by the determination and any costs associated with required changes. Any Contractor engaged by Customer Company or Oyster are professional services relationships and are not intended to create an employment relationship.

Permanent Establishment. Whether Customer Company is deemed to be transacting business in a jurisdiction where Team Member or Contractor works ― triggering a taxable presence or so-called “permanent establishment”―will be a function of Customer Company activities in that country. Customer Company agrees that Customer Company, not Oyster, retains all responsibility for decision-making regarding Customer Company international corporate structure, corporate tax matters, permanent establishment risk, stock issuance to Team Members or Contractors, and/or any other business decision and associated risk incurred in connection with Customer Company international operations. Customer Company acknowledges this is beyond Oyster’s control and agrees to hold Oyster harmless for any damages or other negative consequences sustained as result.

Third Party Providers. Oyster uses third party service providers, and our Platform or other materials may contain links, interfaces, imports and exports to third-party websites or applications that are not owned or controlled by Oyster. We assume no responsibility for the content, privacy policies, or practices of any third-party websites or service providers. You agree that Oyster will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with Your use of or reliance on any such content, goods or services available on or through any such third party web sites or service providers. Oyster expressly disclaims any responsibility in this regard.

Force Majeure. If performance by either party is delayed, hindered, or prevented from providing Services 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.

Professional Advice. 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 Offer Letter, Engagement Agreements, and other contracts generated by and through the Oyster Platform, the Knowledge Base, and other information provided by Oyster, You should consult Your own tax, legal or accounting advisors prior to issuing or accepting an Offer Letter, executing an Engagement Agreement or other contract, or paying an invoice.

OYSTER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, NOT EXPRESSLY MADE HEREIN, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

When Things Go Wrong

👥 Indemnification

Mutual Indemnification. Oyster and You agree to indemnify, defend and hold each other (including each other’s parent companies, subsidiaries and affiliates, their respective directors, officers, employees, licensees, contractors, attorneys, agents, successors and assigns)(together referred to as "Indemnified Parties") harmless from and against any and all claims, damages, liabilities, payments, actions, demands, proceedings, costs and expenses, including reasonable attorneys' fees, (collectively, "Liabilities") arising out of a claim by any third party (including Team Members and Contractors) made against any of the Indemnified Parties relating to (i) any material breach of any of obligations, representations, or warranties arising from the Oyster Terms; (ii) data processing activities in connection with provision of Services under any specific Engagement Agreement or contract; or (iii) the sole gross negligence or willful misconduct of either party in the performance of its obligations hereunder as determined by a court of competent jurisdiction.

Indemnification for Workplace Torts. Customer Company agrees to indemnify, defend and hold Oyster harmless from and against Liabilities arising out of a claim by any third party (including Team Members and Contractors) made against Oyster relating to (i) any information, direction, or materials You provided to Oyster, including without limitation, any claim that such information, direction or materials violates any intellectual property rights of any third party; (ii) a prior or current direct independent contractor relationship between You and a Team Member; (iii) any claims arising from a lack of sufficient insurance coverage for Team Member other than as related to coverages provided by Oyster pursuant to these Terms; (iv) liabilities arising from any alleged failure by You or Oyster to comply with Transfer of Undertakings except to the extent such failure is caused by Oyster’s negligence or willful misconduct; (v) any claims advanced by Team Member arising out of Customer Company acts or omissions, including without limitation any employment-related claim of discrimination, harassment, retaliation, unlawful termination, and failure to pay wages; (vi) any claims by a Team Member’s former employer to enforce a non-compete or restrictive covenant; and/or (vii) any relationship or activities undertaken by Customer Company with the Team Member outside of Oyster’s direction or control, including but not limited to processing expenses, issuance of corporate credit cards, and other benefits Customer Company may choose to provide directly to Team Members.

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 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 consent if the settlement imposes a payment, admission of fault or wrongdoing, or other obligation on that party.

🔮 Limited Liability

Damages Excluded. 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 You have 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. Except for the indemnity obligations outlined herein and payment obligations under the Engagement Agreement or Contractor contract, which form part of Your consideration for Services, in no event, or series of connected events, will either party’s total liability to the other in connection with any particular Engagement Agreement exceed the lesser of twelve (12) times the Total Cost of Employment for the relevant Team Member(s) or total amount invoiced by the relevant Contractor for the month immediately precede the action giving rise to the liability, or one hundred thousand dollars ($100,000).

🤦‍♂️ 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 issue or claim are unsuccessful, You agree that any dispute, controversy, or claim (together referred to as “Claim”) relating in any way to Your use of the Services including whether the claims asserted are arbitrable, will be referred to and finally determined by final and binding arbitration by London Court of International Arbitration (under its then-effective rules). Notwithstanding the foregoing, You and Oyster have the right to bring an action in a court of appropriate jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator.

The arbitration will occur in London, England, using the English language, before a single arbitrator. 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 may be entered by any court having jurisdiction thereof. Payment for any and all reasonable filings, administrative and arbitrator fees will be in accordance with the LCIA Rules.

Class Action 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.

Important Things That Aren’t Easily Categorized

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 and Conditions, will be given: (i) via email; or (ii) by posting to the Platform. For notice provided by e-mail, the date of receipt will be deemed the date on which such notice is given. For notices provided by posting to the Platform, the date of such posting will be deemed the date that notice is given.

No Agency. Except where explicitly provided, nothing contained herein shall constitute a partnership between, or joint venture by, the Parties hereto or make either party an agent of the other. Neither party shall hold itself out contrary to the terms of this paragraph. Neither party shall become liable by any representation, act or omission of the other contrary to the provision hereof. No act, commission, or omission by any party to these Terms shall change this independent Service Provider relationship or be construed to render the Parties to be partners, joint venturers or agents of each other. 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. Neither party may not 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.

Entire Agreement. The Oyster Terms, including these Terms and Conditions, all applicable Engagement Agreements, Oyster’s Privacy Policy and Terms of Use, and any other separate executed contracts form the entire agreement between the Parties and replaces all prior understandings, communications, and agreements, oral or written, regarding this subject matter. Any of Oyster Terms, including these Terms and Conditions, may only be modified as otherwise provided herein.

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.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of New York 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 under these Terms or any Engagement Agreement can be provided by email addressed to legal@oysterhr.com. If You really like snail mail, You can find us at:

Feedback. Oyster was made for You. Our mission is making the international hiring process clean, simple, and affordable for employers, 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 Oyster Support. We will listen.

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¹ Please note that in sharing Team Member’s personal information with us, You are acting as a controller of Team Member’s personal information for the purposes of applicable data protection laws.

² Country-specific pricing can be found here: https://www.oysterhr.com/pricing