Terms & Conditions
Cruise Control Group Pty Ltd · ABN 21 356 633 798
These Terms govern the managed offshore staffing services Cruise Control Group provides to Clients in Australia. Services are delivered through Remote Professionals engaged by Cruise Control's affiliate, Philippines Resources Pte Ltd, or by any other approved engagement structure (including Employer of Record providers) as determined by Cruise Control from time to time.
1. Summary of Fundamental Terms
This summary does not replace the substantive terms below. Please review all provisions in full prior to execution.
- Equipment for Remote Professionals — Cruise Control validates basic equipment and resources for Remote Professionals. Where additional equipment is required by the Client, the Client must provide it at their cost. Cruise Control may, at its discretion, procure additional equipment for reimbursement, or facilitate provision through third-party providers (clause 3.3).
- Client Obligations — Clause 4 sets out the Client's obligations in respect of the Services.
- Remote Professionals — Clause 5 covers conditions of work, selection, paid time off, termination, serious misconduct or underperformance, and replacement.
- Review of Fees — Cruise Control may revise the Fees on at least 90 days' written notice. Disagreement and good-faith resolution process at clause 6.4.
- Placement Fees — A Placement Fee applies in the circumstances set out in clause 6.5.
- Contract Commitment — Rolling basis, no minimum commitment. Either party may terminate on 30 days' written notice (clause 7).
- Intellectual Property — Each party retains its Background IP. All Created IP vests in the Client. Cruise Control retains its proprietary materials (clause 9).
- Security Services — Clause 11 governs where security services are or are not provided.
- No Responsibility for Client Data or IP — Cruise Control is not responsible for back-up of Client Data or Client IP (clause 11(c) / 12.2).
- Limitation of Liability — Each party's liability is capped at the Fees paid in the 12 months preceding the relevant Claim, subject to exclusions (clause 13).
- Non-Solicitation — Restrictions apply during the Term and for 12 months after (clause 14).
2. Engagement
2.1 General. In consideration of the Client paying the Fees, Cruise Control agrees to provide the Services (including any Products) as set out in any Statement of Work for the Term in accordance with these Terms.
2.2 Order of Priority. The Agreement comprises (a) any Statement of Work; (b) these Terms; (c) any annexures or schedules. Ambiguity is resolved in that order of precedence, highest first.
2.3 Maximum Liability. Subject to clause 13.1(b) and to the maximum extent permitted by law, each party's aggregate liability is limited to the Fees paid by the Client in the 12 months preceding the relevant Claim.
3. Cruise Control's Obligations
3.1 General. Cruise Control will (a) comply with applicable Laws; and (b) use its best endeavours to provide Remote Professionals with the qualifications, skills and experience necessary to perform the Assignment.
3.2 Payments for Remote Professionals. Cruise Control is solely responsible for (a) payment of fees to Remote Professionals; and (b) ongoing training and support to maintain service quality and alignment with the Client's requirements where required.
3.3 Equipment. (a) Cruise Control ensures each Remote Professional has, at minimum, basic equipment sufficient to perform the Services. (b) Additional equipment required by the Client is provided at the Client's cost; Cruise Control may procure it for reimbursement if agreed. (c) Cruise Control may facilitate equipment provision through third-party providers solely to enable contracted services; such arrangements do not create any employment relationship or affect the independent-contractor status of Remote Professionals, and equipment ownership, maintenance, insurance and return are governed by the third-party provider's terms.
4. Client's Obligations
4.1 Services Provisioning. The Client shall: (a) comply with all applicable Laws; (b) provide all information required by Cruise Control to perform the Services in a timely fashion; (c) keep its IT network, systems and infrastructure secure, functional and reliable and at or above the minimum technical standards communicated during onboarding (internet speed, hardware, software, cybersecurity protocols, remote accessibility) — Cruise Control is not responsible where the Client fails to maintain these standards; (d) review information, make decisions and provide information on an ongoing basis; and (e) provide true and relevant information about the Client and its business.
4.2 Client's Obligations. The Client agrees to (a) provide project orientation to each Remote Professional; (b) introduce the Client's other employees and contractors; (c) provide task-specific briefings and outcome-based quality standards; (d) ensure necessary equipment is available; and (e) provide requirements and outcome specifications. The Client must also (f) satisfy itself that each Remote Professional has the requisite qualifications, skills, licences, training and experience; (g) not instruct any conduct that contravenes the Laws; and (h) review completed deliverables and provide written feedback within seven (7) business days — failing which the work is deemed accepted for billing purposes.
5. Remote Professionals
5.1 Conditions of Work. (a) The scope of work for each Remote Professional is documented in writing. (b) The Client must comply with all applicable Laws including OH&S Laws notified to it. (c) Remote Professionals are engaged as independent contractors by Philippines Resources Pte Ltd (or its Affiliate); all terms of engagement are between that entity and the Remote Professional, and the Client is not responsible for any such entitlements. (d) All HR, onboarding, engagement and termination is managed through Philippines Resources Pte Ltd or an approved Employer of Record — the Client may not directly engage, terminate or control any Remote Professional.
5.2 Selection Process. Cruise Control undertakes a selection process with the Client, and the Client approves each Remote Professional provided.
5.3 Leave. The Client acknowledges that (a) Remote Professionals may take leave under their contractor agreement and local laws; (b) Cruise Control uses reasonable endeavours to ensure continuity during leave; (c) the Client remains liable for all Fees during any leave; (d) the Client must not require leave at any particular time; and (e) the Client remains liable for Fees during any client shut-down or no-work period.
5.4 Resignation. (a) A Remote Professional may resign in accordance with their contractor agreement and applicable laws. (b) Cruise Control will promptly notify the Client; the Client maintains payment in full while a replacement is found. (c) Resignation does not affect the remaining term of the Agreement; Cruise Control sources a suitable replacement.
5.5 Serious Misconduct or Underperformance. Where the Client considers a Remote Professional has engaged in serious misconduct or consistently failed to perform to a reasonable standard, the Client may give written notice particularising the issue. The parties meet within 7 days and agree a process, which may include additional training, performance management or termination. Such issues do not affect the validity or duration of the Agreement.
5.6 Performance Management. Where clause 5.5 does not apply, the Client notifies Cruise Control in writing with supporting evidence. Within five (5) Business Days the parties agree a Performance Improvement Plan (PIP) setting measurable standards, KPIs and review dates (at least fortnightly), the support provided, allocated responsibilities, and consequences of non-achievement (which may include replacement).
5.7 Replacement and Removal. The Client may request a replacement in writing. (a) The Client pays all Fees and costs incurred. (b) At least 30 days' written notice is required (waivable by Cruise Control for serious misconduct). (c) For immediate removal during the notice period, transition fees apply: Weeks 1–2, 75% of the weekly fee; Weeks 3–4, 50%. (d) These fees are a genuine pre-estimate of costs; after four weeks no further fees are owed for the removed Remote Professional. (e) A replacement/removal request is a personnel adjustment only and does not constitute termination — the Client remains obligated to pay monthly Fees for a replacement. (f) Cruise Control uses reasonable endeavours to source a suitable replacement on the same terms. (g) The notice period is not an employment notice period.
5.8 Delay to Commencement. Where a start date is confirmed in writing and the Client requests a delay, a holding fee of AUD $300 per week (plus GST if applicable) applies for the duration of the delay, covering Cruise Control's genuine retention and administration costs, until the revised commencement date or termination.
6. Fees and Invoicing
6.1 General. The Client pays the Fees for the Services. Fees are exclusive of GST and net of withholding taxes, payable in accordance with the payment terms.
6.2 Upfront Payments. The set-up fee and first month's fee are payable in full prior to commencement. Commencement and allocation of a Remote Professional are conditional on cleared funds; any payment delay delays commencement without liability to Cruise Control. The first month's fee is applied as a credit against Fees owing.
6.3 Other Amounts. Other amounts owing are payable on demand without set-off, deduction or delay.
6.4 Review of Fees. Cruise Control may amend the Fees on at least 90 days' written notice. If the Client disagrees it must notify Cruise Control within 30 days; the parties meet within 14 days to discuss in good faith. If no agreement is reached, the Client may terminate on 30 days' written notice.
6.5 Placement of Remote Professionals. If a Remote Professional (or prospective Remote Professional introduced by Cruise Control) is engaged or employed by the Client during the Term or within 12 months of termination/expiry, or the Client wishes to directly employ a Remote Professional, or the Client breaches clause 14(a), the Client must promptly notify Cruise Control and pay a Placement Fee of $10,000 upon the Remote Professional accepting the offer or commencing services. The Placement Fee is a genuine pre-estimate of Loss and does not relieve any other liability. The Client is liable for Cruise Control's reasonable legal costs (solicitor-client basis) to enforce this clause.
6.6 GST. Where GST applies, Cruise Control may recover an additional amount on account of GST, calculated at the prevailing rate and payable on demand without deduction or set-off.
6.7 Failure to Pay. Overdue amounts accrue interest at 2% per month (compounding monthly). Cruise Control may suspend Services on not less than 14 days' written notice if any amount remains overdue.
7. Term and Termination
7.1 Term. The Terms commence on the Commencement Date in the Statement of Work. The Agreement operates on a rolling basis with no minimum commitment unless the Statement of Work specifies otherwise; either party may terminate on at least 30 days' written notice. Where the Statement of Work specifies a fixed term, its provisions prevail.
7.2 Termination for Cause. Either party may terminate immediately if the other materially breaches and fails to remedy within 14 days (or the breach is incapable of remedy), or suffers an Insolvency Event. For clarity, resignation, non-performance or poor performance of an individual Remote Professional (where the replacement process is being followed) does not constitute a material breach. The Client must not terminate due to dissatisfaction with an individual Remote Professional unless Cruise Control has failed to provide a suitable replacement following reasonable consultation.
7.3 Obligations on Termination or Expiry. The Client must pay for Services provided up to termination and all outstanding invoices; Cruise Control will provide disengagement services at its then-current rates as agreed; each party returns or destroys the other's Confidential Information and ceases using it. Termination does not affect accrued rights or surviving clauses (7, 9–13, 15 and 16).
8. Insurance
During the Term, Cruise Control maintains, at its cost, appropriate business insurances with reputable insurers, including Professional Indemnity, Public Liability, Cyber Liability, and Workers Compensation as required by law for onshore operations. Certificates of currency are provided on reasonable request (no more than once per calendar year).
9. Intellectual Property Rights
9.1 Background IP. Client IP remains the exclusive property of the Client; Cruise Control IP remains the exclusive property of Cruise Control.
9.2 Licences. Each party grants the other a limited, royalty-free, revocable, non-exclusive, non-transferable, non-sublicensable licence for the Term to use its Background IP solely to receive the benefit of, or perform, the Services.
9.3 Created IP / Work Product. All Created IP — including code, documentation, designs, software, reports, specifications, data and analyses created by Remote Professionals in the course of the Services — vests in and is owned by the Client upon creation. Cruise Control assigns, and procures that its contractors (including Philippines Resources Pte Ltd and all Remote Professionals) assign, all right, title and interest in such Created IP to the Client. Cruise Control's contractor agreements contain comprehensive IP-assignment provisions. The Client grants Cruise Control a limited licence to use Created IP solely to perform the Services, terminating on expiry. Where Cruise Control IP is embedded in Created IP, the Client receives a perpetual, irrevocable, royalty-free, non-exclusive licence to use the embedded Cruise Control IP as part of the Created IP.
9.4 Moral Rights. Cruise Control uses reasonable endeavours to procure a moral-rights consent and waiver from each Remote Professional in favour of the Client.
9.5 Third-Party Materials. Third-party materials (including open-source) must not be incorporated into Created IP without the Client's prior written consent; Cruise Control notifies the Client of proposed components and their licence terms.
9.6 Cruise Control Proprietary Materials. Cruise Control retains ownership of its templates, SOPs, processes, systems, workflows, training materials, methodologies, frameworks and know-how. The Client receives a non-exclusive, non-transferable, non-sublicensable licence to use them solely to receive the Services, must not use them for any other purpose or provide them to third parties, and must return or delete them within 30 days of termination (except where embedded in Created IP).
9.7 Restrictions. Except as expressly allowed, neither party may reverse-engineer, remove proprietary notices from, replicate, create derivative works from, or develop methods to enable unauthorised use of the other party's Background IP or Confidential Information.
10. Confidentiality
10.1 Obligations of Confidence. Each party (and its Personnel) must hold the other's Confidential Information in strict confidence, use it solely to perform the Agreement, not disclose it to third parties, and use reasonable endeavours to keep it secure.
10.2 Exclusions. The obligations do not apply to disclosures required by law, agreed in writing, already in the public domain (other than by breach), or already known, rightfully received, or independently developed.
10.3 Injunctive Relief. Each party acknowledges that monetary damages may be insufficient and that the other party is entitled to injunctive relief and specific performance of clauses 9 or 10.
11. Data Protection
11.1 Security Services. (a) Cruise Control provides security onboarding and ongoing support, including security-awareness training for Remote Professionals, best-practice guidance, engagement with security providers, ongoing updates and consultation. (b) This does not transfer primary security responsibility from the Client, who remains solely responsible for ensuring equipment and devices meet its security requirements, implementing and maintaining cybersecurity protocols, providing Client-specific security training, and acting on recommendations. (c) Failure by the Client to engage with or implement recommendations places all security liability with the Client. (d) Except to the extent resulting from a breach by Cruise Control and to the maximum extent permitted by law, Cruise Control is not responsible for any Loss in connection with a data breach or security incident caused or contributed to by a Remote Professional.
12. Privacy
12.1 Privacy Obligations. Each party must comply with all relevant Privacy Laws. If the Client discloses any individual's Personal Information, it warrants it has obtained consent and made necessary disclosures beforehand. Where Personal Information is transferred to Philippines Resources Pte Ltd or Remote Professionals in the Philippines, the Client acknowledges it will be subject to Philippines privacy laws and consents to the cross-border transfer. A party becoming aware of a data breach must notify the other within 24 hours and cooperate in required notifications. On termination, each party returns or securely destroys Personal Information received, except as required by law. The Client indemnifies Cruise Control against claims arising from the Client's failure to obtain proper consent.
12.2 Data Back-Up. Cruise Control is not responsible for back-up of Client Data or Client IP, and is not liable for any loss caused by the Client failing to back up Client Data or Client IP.
13. Limitation of Liability
13.1 Maximum Liability. Subject to 13.1(b) and unless prohibited by law, each party's aggregate liability is limited to the Fees paid by the Client in the 12 months preceding the relevant Claim. This does not limit liability for fraud or criminal conduct; wilful default, wilful misconduct or gross negligence; or, for the Client, its obligation to pay Fees, any liability arising from a Remote Professional in performing Work, or a breach of clause 14.
13.2 Exclusions. As far as the law permits, neither party is liable for Consequential Loss; the Client is solely responsible for opinions, recommendations or actions it takes based on the Work; and Cruise Control has no liability for any deemed employment relationship, or injury, Loss or damage caused by a Remote Professional's misconduct or by errors in the Client's instructions. Except for express warranties, Cruise Control disclaims all implied warranties to the extent permitted.
13.3 Mitigation. Each party must mitigate any Loss it suffers from the other's breach.
13.4 Australian Consumer Law. Where the Australian Consumer Law applies, our services come with guarantees that cannot be excluded. For major failures you may cancel and obtain a refund for the unused portion or compensation for reduced value, and be compensated for other reasonably foreseeable loss. For non-major failures you are entitled to have problems rectified in a reasonable time, failing which you may cancel and obtain a refund for the unused portion.
14. Non-Solicitation
During the Term and for 12 months after termination/expiry (the Restraint Period), the Client must not (and must ensure its Affiliates do not) solicit or entice away any Remote Professional, Cruise Control Personnel, or other onshore worker introduced through the Services (each a Protected Person); engage or employ any Protected Person for 12 months after they cease engagement with Cruise Control without consent; induce any Protected Person or Cruise Control client to cease their relationship with Cruise Control; or induce disclosure of a Protected Person's remuneration. The Client acknowledges the restraint is reasonable and that each limb operates separately.
15. General
15.1 Force Majeure. Neither party is liable for delay or failure due to a Force Majeure Event. 15.2 The affected party must notify the other without delay, use best endeavours to remedy, and notify cessation; the parties then meet to agree a course of action. 15.3 Terms Variation. Cruise Control may vary these Terms on at least 90 days' written notice; where a variation materially affects the Client, the parties meet within 30 days to discuss in good faith. 15.4 Notices. Notices must be in writing and are given when hand-delivered, three Business Days after posting, or on the day of email (if sent before 5.00pm on a Business Day). 15.5 Assignment. The Client must not assign without prior written consent (not unreasonably withheld); Cruise Control may subcontract without consent but remains responsible. 15.6 Miscellaneous. All Remote Professionals are engaged as independent contractors through Philippines Resources Pte Ltd or an approved Employer of Record, and nothing creates an employment relationship between the Client and the Remote Professional or between Cruise Control and the Client. The Agreement may only be amended in writing. The laws of Queensland govern this Agreement, and each party submits to the non-exclusive jurisdiction of its courts. Illegal or unenforceable provisions may be severed. This Agreement is the entire agreement and supersedes all previous agreements. During Force Majeure Events preventing service delivery, fee obligations are suspended proportionally.
16. Independent Contractor Relationship
All Remote Professionals are engaged as independent contractors by Philippines Resources Pte Ltd, a Singapore-registered entity, and are not employees, agents or representatives of the Client. To preserve this independence and ensure compliance with applicable laws, the Client must not impose fixed work hours beyond coordinating reasonable availability; issue formal performance reviews, warnings or disciplinary actions; directly supervise the manner or methodology of work beyond communicating outcomes and timelines; or integrate Remote Professionals into the Client's employment, benefits, payroll or HR systems. Client communications must be limited to task direction, output quality and delivery timelines. If, through the Client's conduct, a Remote Professional is found to be in a deemed employment relationship with the Client, the Client is deemed the direct employer and indemnifies Cruise Control and its affiliates (including Philippines Resources Pte Ltd) against any resulting claims, costs, liabilities or penalties.
Capitalised terms have the meanings given in the full executed Agreement (including the Statement of Work). This page reproduces Cruise Control Group's standard Terms & Conditions for reference; the executed Agreement between Cruise Control and a Client governs that engagement.
Last updated · 2026-05-13