Terms and Conditions


Overview

Team APAC (ABN 75 681 171 228) provides access to the Team APAC Workforce Platform (the “Platform”), which enables you to engage and compensate Employees in multiple countries—without the need to establish a local legal entity.

We achieve this by hiring individuals through our affiliated entities (referred to as “Local Affiliates”) and making them available to you to perform duties for your business, while we remain their legal employer under an Employer of Record (EOR) model.

In this arrangement, Team APAC acts as the Employer of Record (EOR), and the individuals engaged under this model are referred to as “Employees.”

These Terms outline the conditions under which Team APAC and its Local Affiliates offer you access to the Platform and related services (“Services”).

By either (i) registering an account on the Platform or (ii) using any of our Services, you confirm that you are entering into a legally enforceable agreement with Team APAC.

also represent that the individual accepting these Terms on your behalf has the authority to bind your organization to this contract.

Local Affiliates

Our Local Affiliates are legal entities within the Team APAC group, established in various jurisdictions to employ workers on r behalf and deliver EOR Services. An “Affiliate” refers to any entity that directly or indirectly controls, is controlled by, or is under common control with another entity in our group.

Our Services

Under these Terms, Team APAC provides the following services (“Services”):


1. Employer of Record (EOR) Services


This section applies when you have either added an Employee to the Platform yourself or approved an Employee added by us, and have chosen to use our Employer of Record (EOR) services.


Team APAC’s Responsibilities


Our Local Affiliates will deliver the EOR Services in the Employee’s country of employment. Under this arrangement, Team APAC commits to the following:

  1. Executing a legally compliant Employment Agreement with each Employee you nominate.
  2. Adhering to all applicable laws—such as tax, employment, and labor regulations—as well as any relevant Local Terms.
  3. Following your reasonable instructions in the course of providing EOR Services.
  4. Supplying you with information and reasonable support to help fulfill your responsibilities under these Terms.

As the legal employer, we will also manage any of the following core employment functions in accordance with professional and regulatory standards:

  1. Verifying work eligibility in the applicable country.
  2. Handling hiring and onboarding processes.
  3. Administering payroll, statutory benefits, tax withholdings, expenses, and legal obligations.
  4. Managing absences, leave entitlements, and time-off requests.
  5. Addressing disciplinary matters in line with legal requirements.
  6. Managing lawful termination of employment where necessary.

Your Responsibilities

As a client of Team APAC’s EOR Services, you agree to the following obligations:

  1. Timely Cooperation:  will cooperate fully and provide accurate, complete, and timely information and documentation, either through the Platform or in writing, as reasonably requested by us to deliver the EOR Services effectively.
  2. Supervision of Work:  are responsible for overseeing and directing the day-to-day tasks and responsibilities of each Employee assigned to work with you.
  3. By identifying any Employee(s) to Team APAC, you represent and warrant that each Employee is technically qualified to perform the duties required under your assignment. Team APAC does not make any representations or guarantees with respect to the quality, performance, or outcomes of any work performed by such Employee(s).
  4. Legal Compliance Support:  will comply with, and assist us in complying with, all applicable employment and labor laws. This includes any requirements related to anti-discrimination, wrongful dismissal, and fair treatment. We reserve the right to request actions or information at our discretion to ensure legal compliance.
  5. Disciplinary Process: Before initiating any disciplinary action, you must consult with Team APAC and follow our reasonable guidance to ensure that any such action complies with applicable local employment laws.
  6. No Direct Engagement:  will not enter into any direct employment relationship, service agreement, or intellectual property arrangement with any Employee while their Employment Agreement with Team APAC remains active
  7. Compliance with Laws:  agree to adhere to all current and future legal and regulatory requirements applicable to your use of the Services, including those outlined in these Terms, any related Assignment, Local Terms, or Service Orders.

Employment Agreements

  1. Each Employment Agreement entered into between Team APAC (or its Local Affiliate) and an Employee will be governed by the laws of the country where the Employee is based.

    These agreements will incorporate the specific terms you request, such as salary, employment duration, and entitlements to paid leave.
  2. Additionally, Employees will be required to:
  1. Adhere to any codes of conduct, workplace policies, or behavioral guidelines issued by either Team APAC or you, as permitted under the Employment Agreement and applicable laws
  2. Maintain the confidentiality of r information.  may also request Employees to sign a separate non-disclosure or confidentiality agreement to supplement the confidentiality obligations in their employment contract.
  3. Observe all applicable laws while delivering services to you.
  4. Accept intellectual property terms designed to ensure that any IP they create in the course of their duties is properly assigned to you.

3. Please note that Team APAC is under no obligation to employ any individual who lacks valid work authorization in their country of residence or employment.


Changes to EOR Services

 acknowledge that Team APAC, acting as the legal employer, retains the authority to implement changes to Employment Agreements and to carry out any necessary administrative actions related to Employees.


If you wish to initiate any such changes—whether related to the terms of employment or the scope of EOR Services— must provide us with the required information. Subject to feasibility and these Terms, we will make reasonable efforts to implement the requested changes.


No Warranties

Other than the express obligations outlined in these Terms, neither Party provides any warranties, representations, or guarantees of any kind. Team APAC expressly disclaims responsibility for the actions, omissions, or performance of any Employee. We do not guarantee that any Employee will meet your expectations, and we shall not be held liable for any outcomes or consequences related to their conduct or work performance.

2. Benefits Administration

This section applies whenever you opt in to a private health insurance plan offered through our
Platform.

Team APAC’s Responsibilities


Team APAC will make commercially reasonable efforts to assist in enrolling your Employee in the selected health insurance plan.  agree to cooperate by promptly providing accurate and complete information or documentation, either via the Platform or in writing, as reasonably required to complete the enrollment process.

1. Health insurance offerings available on our Platform are provided by third-party insurers, not by Team APAC. We do not control these insurers or their products. It is solely your responsibility to evaluate whether a particular plan is appropriate for your Employee and their dependents before proceeding. You should carefully review the insurer’s documentation and disclosures prior to subscribing.

2. The listing of a product on our Platform does not imply any endorsement or recommendation of the insurer, their products, website content, or operations. Team APAC disclaims all responsibility for any losses, damages, or liabilities that you, Employee, or any third party may experience in connection with a third-party health insurance product, including but not limited to, actions, omissions, or errors made by the insurer.

3. The parties acknowledge that the Benefit Provider is a third-party entity and may update its rates.

General Terms

1. Charges and Invoicing

1.1 EOR Services

The charges payable by you for our EOR Services (“Service Charges”) shall be specified in the Quote in the Platform when you add an employee to it, and/or in a Work Order that we will ask you to accept.

The Work Order will be sent to you via email, and may comprise:

  1. “Setup Charge”: where applicable, a one-off, non-refundable charge for the setting up of the Employee depending on the country of employment.
  2. “Security Deposit” refers to a one-time, refundable deposit equal to one (1), one and a half (1.5), or two (2) times the aggregate amount of the applicable Direct Employment Costs for each Employee, as determined by Team APAC in its sole discretion. The specific deposit amount will be determined by Team APAC based on the jurisdiction in which the Employee is hired, and Team APAC may require a higher deposit (e.g., 1.5x or 2x) where deemed necessary due to risk, legal, or financial considerations.

Team APAC may adjust the required amount of the Security Deposit at any time upon providing reasonable notice to, including but not limited to circumstances where: (i)  authorize a salary increase for an Employee, or (ii) a pattern of late or missed payments is identified.

Subject to the foregoing, the unused portion of the Security Deposit will be refunded within forty-five (45) days following the end of the calendar month in which the applicable Employee agreement is lawfully terminated.

  1. “Direct Employment Costs”: the monthly recurring costs of employing the Employee including:

    (i) All forms of remuneration required under applicable law or the Employment Agreement, such as salaries, bonuses, incentives, taxes, and benefits (e.g., health insurance, disability coverage, sick leave, life insurance, pension contributions, severance, paid time off, and other statutory entitlements).

(ii) Where applicable, expenses incurred by Employees and approved by —either through the Platform or in writing—including, for example, travel, food allowances, and equipment reimbursements.

(iii) Where applicable, any costs, losses, damages, fines, penalties, settlements, and reasonable legal fees incurred in connection with an Employee’s employment or termination (including expenses related to Employment Claims), except where such costs result from Our breach of these Terms.

(iv) Where applicable, any indirect taxes payable by you, such as VAT, GST, consumption tax, stamp duty, or sales tax.

(v) Where applicable, any additional fees or costs incurred by us at your request or direction—including but not limited to visa or immigration applications, translation services, and the preparation or registration of intellectual property documents or related forms.


Team APAC will notify you of any changes to these costs resulting from updates to local law, collective bargaining agreements, or other regulatory changes.

  1. “Fee Charges”: A monthly recurring flat fee, charged for each Employee providing you services based on our pricing plans:

    (i) Employer of Record Services (EOR Services)

    (ii) Enterprise Plan (a custom solution that may include EOR Services, Managed Services, and other services) 
  1. Severance Accrual: Where deemed necessary by Team APAC, you may be required to accrue a monthly amount to cover potential expenses related to the termination of a Worker’s engagement.
  2. “Other Charges”, miscellaneous charges for Additional Services and other ad-hoc services, incurred with your prior approval

1.2. Changes in Service Charges

We may adjust our Setup Charges, Fee Charges, and Other Charges. Any increase will be communicated to you in writing with at least 30 days’ notice. If  choose to terminate all EOR Services within that 30-day period, the increase will not apply.

1.3 Service Charges, Billing Cycle and Payment Terms

1.3.1. As we are obligated to pay Employees by a specific date each pay period, Service Charges—including Direct Employment Costs and Fee Charges—will be invoiced to , and must be paid in full within the timelines specified below. 

  1. “New Hire Invoice”:  We will issue an invoice for the Setup Charge (if applicable), Severance Accrual (if applicable), and Security Deposit promptly after you have accepted or signed a Work Order.  Payment is due immediately upon receipt (i.e., within 24 hours), unless otherwise agreed in writing.
  2. “Pro-Rata Invoice”: Upon receipt of payment for the New Hire Invoice, we will proceed to execute an Employment Agreement with the Employee.

    On the Employee’s commencement date, we will issue a Pro-Rata Invoice to you in advance, covering the Employee’s Direct Employment Costs and Fee Charges from the commencement date through to the end of that calendar month (EOM)

    Payment of the Pro-Rata Invoice is due within 7 days of receipt.
  3. “Monthly Invoice”: Prior to the start of each month, we will issue a Monthly Invoice in advance, covering all Direct Employment Costs and Fee Charges payable for that month.


The Monthly Invoice may also include adjustments (credits or debits) related to the previous month’s Direct Employment Costs.

Payment is due within 7 days of receipt.

1.3.2. Unless otherwise specified, all other invoices issued by us—including those for Other Charges—are payable within 7 days of receipt.

1.3.3 Team APAC will make reasonable efforts to include all applicable Service Charges in the invoice for the relevant billing period. However, if any charges are not billed during that period, Team APAC reserves the right to include such unbilled amounts in a subsequent invoice issued within 90 days from the date the Service Charge was incurred.


1.3.3. If you choose to pay by credit card (if applicable), an additional processing fee will apply, as specified on the platform or our website.

1.3.4. Except as expressly provided in these Terms, or in an applicable Work Order:

  1. No pro-rata credits shall be credited or refunded for Fee Charges for any reason;
  2. No Service Charges paid to Team APAC shall be refundable; and 
  3. No Service Charges accrued or incurred by Team APAC will be discounted, setoff, or waived for any reason.

1.4 Service Charges Billing Cycle and Payment Terms

1.4.1 Unless otherwise agreed in writing, you must pay each invoice in:

  1. AUD, if you have selected AUD as your funding currency
  2. USD, if you have selected USD as your funding currency
  3. SGD, if you have selected SGD as your funding currency
  4. EUR, if you have selected EUR as your funding currency


The invoice must be paid by direct debit, or by cleared funds transferred (if approved in writing) to the bank account instructed by Team APAC 

1.4.2. Direct Debit:

  1. Maintaining a Direct Debit payment arrangement may be a condition for the continued     provision of our services to you.
  2. We reserve the right to suspend Services without notice if Direct Debit arrangements are not upheld.
  3.  must not reverse any Direct Debit payment without our prior written consent. If a reversal occurs without approval, you will be responsible for covering any reasonable costs incurred by us in reinstating the transaction, including legal fees if applicable.


1.4.3.You acknowledge that all amounts payable under this agreement are expressed on a GST-exclusive basis. Where GST is applicable to a Taxable Supply, the amount payable will be the amount specified in this agreement plus the applicable GST.


Each Party agrees to provide the other with any necessary documentation required to support the claiming of an Input Tax Credit, set-off, rebate, or refund in relation to any GST included in payments made under this agreement.

The terms “GST,” “Taxable Supply,” and “Input Tax Credit” have the meanings given in the A New Tax System (Goods and Services Tax) Act 1999 and related tax legislation of the Commonwealth of Australia.

1.4.4. Where Direct Employment Costs or any Other Charges are incurred in the local currency of the Employee’s country of employment (“Local Currency”), they will be converted into your Funding Currency using the applicable exchange rate at the time the invoice is prepared.

1.4.5. Foreign exchange and payment processing fees shall be charged at the applicable rate set by our accredited payment partners. For clarity, exchange rate application shall follow Clause 1.4.4; any additional fees imposed by payment providers shall be charged separately.

1.5 Consequences for Non-Payment

1.5.1. If you fail to pay any Service Charges, other fees, or invoices related to an Employee within 7 days of the due date, we may, at our sole discretion and without prior notice to you:

  1. suspend the provision of Our Services to you; and/or
  2. suspend the services of the Employee assigned to you.


Please note that all applicable charges will continue to accrue during any period of suspension.


1.5.2. If any amount owed by you under these Terms is more than fourteen (14) days overdue, then, without limiting Team APAC’s other rights and remedies:


a. Team APAC may terminate any relevant Employment Agreement at r Cost;
b. Team APAC may terminate these Terms and/or any Services immediately for material breach;
c. Team APAC may charge you interest at 15% a year, compounding monthly, or the maximum rate permitted by law, whichever is lower.


1.6 Credit Check

1.6.1. We may obtain a credit report about you to help us decide whether or not to provide Our Services and to help us collect overdue amounts.

During that check, Team APAC may disclose personal information about you to a credit reporting agency or other credit information provider.
‍

1.6.2. Team APAC may disclose information about you and any debt  may owe to us to:
a. credit reporting agency; and/or
b. a debt collection service engaged by us

2.  Intellectual Property


2.1  Intellectual Property Rights – as between the Client and Team APAC

  1. Ownership of any Intellectual Property Rights in pre-existing materials, as of the commencement of these Terms, shall remain unaffected and will not be altered, transferred, or assigned.
  2. We grant you a non-exclusive, worldwide, royalty-free license to use and reproduce Our pre-existing materials solely to the extent necessary for you to receive the benefit of the Services.
  3. Similarly, you grant us a non-exclusive, royalty-free license to use and reproduce your pre-existing materials solely for the purpose of fulfilling our obligations under these Terms.
  4. You also agree that we may use your name and logos for the purpose of promoting our business operations, including in marketing and sales materials.

2.2  Intellectual Property Rights – as between the Client and an Employee

  1. Each Employment Agreement will include a provision stating that all foreign and domestic, registered and unregistered copyrights, patents, design rights, trademark rights, and all other intellectual or proprietary rights of any kind worldwide (“Intellectual Property Rights”) in any materials created by the Employee during their secondment to you (“Materials”) shall, to the fullest extent permitted by applicable law, vest in you as the client.
  2. We agree that, to the maximum extent permitted by applicable law, such Materials shall be deemed your exclusive property. If, by operation of law or otherwise, any Materials or associated Intellectual Property Rights do not automatically vest in you, or are not otherwise considered owned by you, we hereby irrevocably assign, without additional consideration, all rights, title, and interest in and to such Materials—including all related Intellectual Property Rights—to .
  3. Furthermore, we waive, and will ensure that the Employee waives, any moral rights in the Materials that are protected by copyright law. In the event any Intellectual Property Rights in the Materials cannot be irrevocably assigned or transferred to you by law, we grant you (and your successors and assigns) a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, and sub-licensable license to fully use, exploit, and exercise such rights.

3. Confidentiality

This section survives termination of the Terms for any reason.

3.1  Confidentiality Information

  1. Confidential Information is all information relating to you or us, and our businesses, products, finances, and affairs, in any media or form, that is marked as confidential or would reasonably be considered confidential.
  2. Confidential Information does not include information that:
  1. Was already known to the recipient of the information (Receiver) at the time of disclosure by the party who has shared the information (Discloser);
  2. Is subsequently disclosed to the Receiver without any obligations of confidentiality by a third party;
  3. Is or becomes generally available to the public other than through any act or omission of you or us in breach of these Terms; or
  4. Is or was independently developed by the Receiver without the use of the Discloser’s Confidential Information.


3.2 Obligations

 and we agree to:

  1. maintain the confidentiality of any Confidential Information shared by you or us,
  2. not disclose to any third party, copy, or modify Confidential Information without the owner’s prior written consent; and
  3. disclose Confidential Information: 

a. only to employees, Affiliates, agents, subcontractors, vendors, and professional advisers on a need-to-know basis who are bound in writing to confidentiality obligations similar to these; or

b. if necessary to comply with applicable laws or regulations, provided that the owner of Confidential Information has been notified before any disclosure has been made if legally allowed

3.3  Maintaining Confidentiality

Upon termination of this Agreement, each party shall, within thirty (30) days, return or destroy all Confidential Information received from the other party, regardless of whether a request is made. This obligation shall apply unless retention is required by applicable law, in which case such Confidential Information shall continue to be protected under the confidentiality obligations in these Terms.

3.4  Data Protection

  1. Each Party shall ensure it complies (and requires its agents and subcontractors to comply) with all applicable data protection and privacy laws applicable to a Party in the performance of its obligations or exercise of its rights under these Terms (“Data Privacy Laws”).
  2.  shall ensure that the Employee’s activities in the course of the secondment, comply at all times with applicable Data Privacy Laws.

     

4. Duration and Termination

4.1 Duration

These Terms will commence on the date you either (i) sign this document and/or (ii) begin using Our Services, and will remain in effect for an initial period of twelve (12) months (the Initial Term).

Upon expiry of the Initial Term, these Terms will automatically renew for successive twelve (12) month periods (each a Renewal Term, and together with the Initial Term, the Term), unless otherwise terminated in accordance with this Agreement.

4.2  Terminating at any time

Either party may terminate this Agreement (including any related Employment Agreements) at any time by providing thirty (30) days’ prior written notice, except where otherwise permitted under Clause 4.3

4.3  Terminating at any time

Either party may immediately terminate this Agreement, in whole or in part, by written notice if one or more of the following events occur, without requiring the 30-day notice period specified in Clause 4.2

  1. The other Party commits a material breach of its obligations under these Terms or any applicable Work Order and fails to remedy the breach within fourteen (14) days of receiving written notice specifying the breach;
  2. The other Party is a natural person who dies, becomes legally incapacitated, or becomes subject to bankruptcy proceedings, including the appointment of a trustee in bankruptcy
  3. The other Party engages in illegal or unethical conduct that may reasonably be expected to harm the terminating Party’s business, reputation, or public image;
  4. The other Party is a corporation or legal entity that is dissolved, becomes insolvent, or has an administrator, liquidator, or receiver appointed to it or its affairs, or becomes subject to any other insolvency-related event.

4.4  Terminating at any time

4.4.1. Post-Termination Obligations and Reemployment Rights

Following notice of termination, this Agreement will remain in effect until all associated Employment Agreements have been lawfully terminated. Termination does not relieve you of any outstanding obligations, including payment of all Service Charges and any other amounts owed to Us.

4.4.2 Right to Reemploy Employee

Provided that you have fulfilled all obligations under these Terms—including full payment of Service Charges and any outstanding amounts—you or your affiliate may, after six (6) months upon termination of this Agreement and the relevant Employment Agreement(s), engage the Employee(s) previously employed by Team APAC on your behalf in an employment relationship, service agreement, intellectual property agreement, or other form of work arrangement.


5.  Indemnity and Liability

This section 5 survives termination of the Master Services Agreement for any reason.


5.1  Definitions


The following definitions apply: 


“Employee Claims” means any and all claims, demands, suits, and causes of actions brought against either Party arising out of in connection with the employment or termination of any Employee, including claims by any Employee in connection with their employment or the termination of their employment, or third party claims arising from the actions or omissions of any Employee, including but not limited to, any claim in respect of unfair or wrongful dismissal, redundancy, termination payments or otherwise; breach of the terms of employment or Employment Agreement; discrimination or harassment; human rights violations; whistleblowing; equal pay; violation of wage and hour laws; defamation; personal injury; violation of Data Protection Laws; claims that the actions of the Employee infringed any rights of any third parties or caused loss or damage.

“Employee Claim Damages” means any sums paid or payable, including but not limited to, legal fees, statutory penalties, damages awards and Losses, resulting from or in connection with an Employee Claim and the defense of such Claim pursuant to this Section. 


5.2.  Indemnities

5.2.1. Each Party (an Indemnifying Party) shall indemnify, defend and hold the other Party and its affiliates, related bodies, principals, employees, staff, agents, directors, officers, representatives, and assigns (collectively “Related Parties”) against any and all third party claims, demands, suits, and causes of actions (“Claims”) together with all loss, damage, liability, cost, charge or expense (including reasonable legal fees and any costs of enforcement) (“Loss”) arising thereto, caused by, arising out of, relating to, or resulting from those Claims in connection with:

a. any breach by a Party of an obligation as set forth in these Terms; and
b. the gross negligence or willful misconduct of a Party and/or its related entities, its principals, agents, directors, officers, representatives, and assigns (Associates) in connection with these Terms.

5.2.2.  shall indemnify, defend, and hold, at its sole cost and expense, Team APAC and its Related Parties harmless from and against:

a. any Claims or Losses arising from r use of a Service or any equipment pursuant to these Terms; 

b. any and all Employee Claims and Employee Claim Damages as set forth below; and

any and all Direct Employment Costs.
‍

5.2.3. For the avoidance of doubt,  shall not be obligated to indemnify Team APAC for any Employee Claims or Employee Claim Damages that arise solely due to Team APAC’s breach of its obligations under these Terms.


5.3  Liability

5.3.1. The Parties agree that Team APAC is not liable to the Client, and the Client indemnify Team APAC and its Related Parties from and against all claims, damages, costs, expenses (including legal fees), losses or liabilities that are suffered or incurred by those indemnified arising from, or in connection with any:

  1. Breach of these Terms by you (including a breach of clause 1);
  2. Negligent, wrongful or unlawful act or omission of the Client or its Related Parties
  3. Personal injury or death, or loss of, or damage to, property caused by any act or omission of the Client or its Related Parties;
  4. Act or omission of any Team APAC personnel based on the Client’s instructions;
  5. Acts of the Client’s employees and Related Parties
  6. About claims instituted by Employee under the Client’s direct supervision and management on account of the Client’s:
  7. negligence; 
  8. wilful disregard of relevant policies and procedures;
  9. withholding of payments payable in accordance with this Terms that have a direct effect in the payment of salaries and other benefits of the Employee(s) under its direct supervision and management, unless those payments are properly withheld in accordance with this Terms;
  10. acts done against Employees which are contrary or in wilful disregard of Team APAC’s advice; and
  11. Any and all acts analogous to the foregoing.

5.3.2. To the extent permitted by law, all terms, conditions, warranties, and representations that might otherwise be granted or implied by law, are hereby expressly excluded. Team APAC does not exclude, restrict or modify any liability that cannot be excluded, restricted or modified, or which cannot be excluded, restricted or modified except to a limited extent, as between Team APAC and the Client by law, including liability under the Competition and Consumer Act 2010 (Cth). However, where such statutory provisions apply, to the extent to which Team APAC is entitled to do so,

Team APAC’s liability will be limited at its option to:

a. in the case of the provision of goods, the repair or resupply of those goods, or payment of the cost of repair or resupply; or
b. in the case of the provision of services, the resupply of the services or paying the cost of supply of the services by a third party;

5.3.3. The Parties agree that Team APAC will be not held liable by the Client for any and all claims in connection with an Employee’s improper use of any Materials, infringement of Intellectual Property Rights, Confidential Information of Client and/or Personal Data or any other failure to comply with the obligations imposed on the Employee as set forth in the applicable Employment Agreement, Employee Manual, or the Client’s policies and procedures. 


5.3.4. Except for the representations and warranties explicitly set forth in these Terms, to the extent allowable by law, the Parties make no representations or warranties of any kind, whether oral or written, whether express, implied, or arising by statute, custom, course of dealing or trade usage, with respect to the subject matter hereof, in connection with these Terms and/or any Service Order. The Services under these Terms are provided “as is” and as available without any warranty. Team APAC specifically disclaims any and all implied warranties or conditions of title, merchantability, fitness for a particular purpose, and non-infringement, and does not warrant continued or uninterrupted service. 

5.3.5 Consequential Loss: To the extent permitted by law and notwithstanding any else in this Terms, neither Party shall be liable for indirect, consequential, special or economic loss whether arising in tort (including negligence), contract, statute or otherwise, including any loss of profits, loss of savings, loss of use, loss of revenue, loss of rental or other benefit, loss of goodwill, loss of reputation, loss of data, loss of management time, loss of Clients, loss of production or loss of actual or potential business opportunity or otherwise.

5.3.6 Limitation on Liability: Notwithstanding the other provisions of this clause, except for liability to pay the Service Charges, or any liability to pay any Employee Claims, Employee Claim Damages or Employment Cost, the liability of either party to the other will be limited as a maximum to the amount of Management Fees paid or payable by the Client to Team APAC in the 12 months prior to the date of the event giving rise to the liability or, if the event giving rise to the liability occurs in the first 12 months of this Agreement, to $10,000.

The limitation of liability in this Section shall not apply to: (a) indemnification obligations (b) liability arising from gross negligence, willful misconduct, or fraud; (c) breach of confidentiality or infringement of intellectual property rights.


6. General

6.1  Other Important Terms

  1. Updates: We will notify you via email of any changes to these Terms, which may be required to update the Services or to prevent abuse or harm. If you continue to use the Services 30 days after such notice,  you will be deemed to have accepted the updated Terms. We will also notify you of any immediate updates required for legal or compliance purposes.
  2. Entire Agreement: These Terms constitute the entire agreement between the Parties in relation to their subject matter. All prior agreements, representations, understandings, or negotiations are excluded and shall not be binding on either Party.
  3. Authority to Enter Agreement: Each Party represents and warrants that it has the full power, authority, and legal capacity to enter into and comply with its obligations under these Terms.
  4. Amendments: Except where these Terms expressly state otherwise, any amendment must be in writing and signed by both Parties.
  5. Non-Solicitation: Unless prior written consent is obtained from Us,  agree that during the Term and for a period of twelve (12) months thereafter,  shall not, directly or indirectly:

(i) employ or engage, or

(ii) solicit for employment or engagement, any Team APAC Personnel.


For clarity, “Team APAC Personnel” refers to any Related Parties of Team APAC, excluding Employees engaged by Us on r behalf through EOR Services. If  breach this clause,  agree to pay Us, upon invoice, a replacement fee equal to 50% of the Annualized Gross Remuneration of the individual concerned.

  1. Further Assurances: Each Party agrees to cooperate and execute any further documents or take any additional actions reasonably necessary to give full effect to the intent and provisions of these Terms.
  2. Independent Contractors: These Terms do not create an employment, partnership, joint venture, or agency relationship between the Parties. Each Party acts as an independent contractor.
  3. Assignment: Neither Party may assign, encumber, or otherwise deal with its rights or obligations under these Terms without the prior written consent of the other Party, which shall not be unreasonably withheld.
  4. Team APAC may subcontract its obligations under these Terms and/or any Service Order to third parties, provided Team APAC remains liable for the acts and omissions of those third parties.
  5.  Consent to Team APAC assigning its rights and obligations under these Terms to any related body corporate or purchaser of Team APAC’s business. Any attempted assignment or novation in breach of this clause shall be null and void.
  6. No Agency: Neither Party has the authority to bind the other or to act as an agent for the other, unless expressly stated otherwise in a Service Order. Neither Party shall hold itself out as having such authority.
  7. Severability: If any provision of these Terms is held to be invalid or unenforceable in any jurisdiction, that provision will be deemed severed and the remaining provisions shall remain valid and enforceable.
  8. Counterparts: This Agreement may be executed in counterparts. Each counterpart shall be deemed an original, and together they shall constitute one and the same instrument.
  9. Governing Law: These Terms are governed by the laws of New South Wales, Australia. Each Party submits to the non-exclusive jurisdiction of the courts of that jurisdiction.
  10. In the event of a conflict between the laws of New South Wales, Australia, and the mandatory laws of a jurisdiction in which services are performed, the mandatory local laws shall prevail to the extent required. Any disputes arising under this Agreement involving multiple jurisdictions shall be resolved in accordance with the laws of New South Wales, Australia, unless otherwise required by applicable local law.