Terms & Conditions
Background
Cruise Control Group Pty Ltd ("Cruise Control") provides managed offshore staffing services to Clients in Australia under this Agreement. These 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
Below is a summary of the fundamental terms set out in these Terms. This summary does not replace the substantive terms of this document. It is important that the Client reviews all of the provisions set out in these Terms in their entirety prior to execution of this document.
1. Equipment for Remote Professionals: Cruise Control validates basic equipment and resources for Remote Professionals to perform Services. Where additional equipment is required by the Client, the Client must provide these at their cost. Cruise Control may, at its discretion, procure additional equipment on the Client's behalf for reimbursement, or help facilitate equipment provision through third-party providers. Please refer to clause 3.3 for more information.
2. Client Obligations: Clause 4 sets out various obligations on the Client in respect of the Services. Please review this clause in detail.
3. Remote Professionals: Clause 5 sets out provisions relating to the Remote Professionals provided as part of the Services, including without limitation relating to the conditions of work, selection process, paid time off, contract termination, serious misconduct or underperformance, and replacement.
4. Review of Fees: Cruise Control may revise the Fees at any time during the Term by giving the Client at least 90 days' written notice. If the Client does not agree to any amended Fees, the Client must notify Cruise Control in writing of their disagreement within 30 days of the fee notice. Upon receiving such notice, the parties must meet and discuss the proposed fee changes in good faith within 14 days. If no agreement is reached following such discussions, the Client may terminate the Agreement by giving 30 days' written notice to Cruise Control. Please refer to clause 6 for more information about the fees generally.
5. Placement Fees: In addition to the Fees, the Client will be required to pay Cruise Control a Placement Fee where the circumstances set out in clause 6.5(a)(i) to clause 6.5(a)(iii) apply. Please refer to clause 6.5 for more information.
6. Contract Commitment: The Agreement operates on a rolling basis with no minimum commitment period. Either party may terminate by providing 30 days' written notice. Please refer to clause 7 for more information.
7. Intellectual Property Rights: Each party retains ownership of their Background IP. All Created IP (work product created by Remote Professionals in the course of providing Services to the Client) vests in and is owned by the Client. Cruise Control retains ownership of its own proprietary materials, templates, systems, processes, and workflows. Please refer to clause 9 for more information.
8. Security Services: Clause 11 sets out provisions that apply where security services are, or are not, provided by Cruise Control to the Client. Please refer to clause 11 for more information.
9. No Responsibility for Client Data or Client IP etc.: In all circumstances, Cruise Control is not responsible for back-up of Client Data or Client IP, the Client's failure to back up Client Data or Client IP, or any breach by a Remote Professional of any obligations relating to or unauthorised use of Client Data or Client IP. Please refer to clause 11(c).
10. Limitation of Liability: Each party's liability is capped at the amount of the Fees paid by the Client to Cruise Control under the Statement of Work in the 12 months preceding the relevant Claim, subject to certain exclusions. Please refer to clause 13 for more information, including other limitations on each party's liability.
11. Non-Solicitation: Clause 14 sets out non-solicitation restrictions on the Client during the Term and for a period of 12 months after the effective date of termination or expiry. The Placement Fee applies to breaches of the Client's obligations in clause 14(a).
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 (Services) for the Term in accordance with these terms and conditions (Terms).
2.2 Order of Priority
The following documents will form the agreement between the parties (Agreement):
12. any Statement of Work;
13. these Terms;
14. any annexures or schedules to these Terms,
and any ambiguity or discrepancy between the documents will be resolved and interpreted according to the same order of preference as the documents are listed above, with the documents higher in the list having higher priority.
2.3 Maximum Liability
Subject to clause 13.1(b) and to the maximum extent permitted by law, each party's aggregate liability to the other party arising out of or in connection with this Agreement (whether under contract, in tort, under statute or otherwise at law or in equity) is limited to an amount equal to the Fees paid by the Client to Cruise Control in the 12 months preceding the relevant Claim arising.
3. Cruise Control's Obligations
3.1 General
Cruise Control will:
15. comply with applicable Laws; and
16. use its best endeavours to provide Remote Professionals that have the qualifications, skills and experience necessary to perform the Assignment.
3.2 Payments for Remote Professionals
Cruise Control will be solely responsible for:
17. the payment of fees to the Remote Professionals; and
18. providing ongoing training and support to the Remote Professional to maintain service quality and alignment with the Client's requirements where required and/or requested.
3.3 Equipment
19. Cruise Control will ensure that each Remote Professional has, at a minimum, basic equipment and resources sufficient to enable the Remote Professional to perform the Services, as determined by Cruise Control (acting reasonably).
20. To the extent that the Client requires the Remote Professional to have additional equipment or resources than those under clause 3.3(a), the Client must provide these to the Remote Professional at its cost. If agreed by Cruise Control, the Client may request that Cruise Control procures such equipment or resources for the Remote Professional and the Client must reimburse Cruise Control on demand for its reasonable costs of doing so if Cruise Control agrees.
21. Where required, Cruise Control may facilitate the provision of equipment (including but not limited to laptops, headsets, or other peripherals) to Remote Professionals through third-party service providers, solely to enable performance of contracted services. Such arrangements are managed in compliance with applicable laws and expressly do not create any employment relationship or affect the independent contractor status of Remote Professionals. Equipment ownership, maintenance, insurance, and return obligations are governed exclusively by the third-party provider's terms.
4. Client's Obligations
4.1 Services Provisioning
The Client shall:
22. comply with all applicable Laws;
23. provide all necessary information required by Cruise Control to allow Cruise Control to perform the Services in a timely fashion and as otherwise reasonably required by Cruise Control;
24. ensure that its IT network, systems, and all associated infrastructure are maintained in a secure, functional, and reliable condition at all times. The Client agrees to ensure that such infrastructure meets or exceeds the minimum technical and serviceability standards prescribed by Cruise Control, as communicated to the Client throughout onboarding. These standards may include, but are not limited to, internet speed, hardware compatibility, software requirements, cybersecurity protocols, and remote accessibility. The Client acknowledges that failure to maintain such standards may adversely affect service delivery, for which Cruise Control shall not be held responsible;
25. review information, make decisions and, on an ongoing basis, provide Cruise Control with the information necessary for Cruise Control to perform the Services; and
26. provide Cruise Control with true and relevant information regarding the Client and its business.
4.2 Client's Obligations
The Client agrees to:
27. provide project orientation to each Remote Professional regarding work objectives and deliverable specifications;
28. carry out introductions of the Client's other employees and contractors;
29. provide task-specific briefings and outcome-based quality standards;
30. subject to clause 3.3(a), ensure that all necessary equipment (including protective equipment) required for the Work is available and provided to each Remote Professional; and
31. provide necessary requirements and outcome specifications to enable the Remote Professional to deliver work to required standards.
The Client must:
32. satisfy itself that each Remote Professional has the requisite qualifications, aptitude, skills, relevant licenses, training, and experience to undertake the Work; and
33. not instruct Cruise Control or any Remote Professional to engage in any conduct which contravenes, or is likely to contravene, any Laws; and
34. review completed work deliverables and provide written feedback within seven (7) business days of delivery. To ensure successful project completion, the Client agrees to maintain prompt review processes for all deliverables. Failure to provide feedback within this timeframe will result in the work being deemed accepted, satisfactory, and compliant with all Agreement requirements for billing and payment purposes.
5. Remote Professionals
5.1 Conditions of Work
35. The scope of work to be performed by each Remote Professional will be documented in writing.
36. The Client must comply with all Laws applicable to the Work including all OH&S Laws notified to the Client which apply to the relevant Remote Professionals.
37. Remote Professionals are engaged as independent contractors by Philippines Resources Pte Ltd (or its Affiliate). All terms and conditions of engagement, including any applicable labour entitlements, are between Philippines Resources Pte Ltd (or its Affiliate) and the Remote Professional. Cruise Control does not provide, and the Client is not responsible for, any such entitlements.
38. All HR, onboarding, engagement, and termination of Remote Professionals is managed through Philippines Resources Pte Ltd or Cruise Control's approved Employer of Record providers, as applicable. The Client may not directly engage, terminate, or otherwise control the engagement of any Remote Professional.
5.2 Selection Process
39. The Client acknowledges that Cruise Control will undertake a selection process for Remote Professionals with the Client and the Client will approve each Remote Professional that is provided to the Client.
5.3 Leave
The Client acknowledges and agrees that:
40. Remote Professionals may take periods of leave in accordance with their independent contractor agreement with Philippines Resources Pte Ltd (or its Affiliate) and applicable local laws;
41. Cruise Control will use reasonable endeavours to ensure continuity of Remote Professionals assigned to perform the Work during any period of leave;
42. the Client remains liable to pay all Fees and other amounts under this Agreement during any period of leave;
43. the Client must not require any Remote Professional to take leave at any particular time during the Term; and
44. the Client remains liable to pay all Fees and other amounts under this Agreement during any client shut-down period or other time where the Client does not have Work for the Remote Professional, regardless of whether the Remote Professional is on leave.
5.4 Resignation
45. The Client acknowledges and agrees that a Remote Professional may tender their resignation to Cruise Control (or its Affiliate) in accordance with their Independent Contractor agreement and applicable laws and labour codes.
46. If a Remote Professional tenders their resignation, Cruise Control will promptly notify the Client in writing of such resignation. The Client will be responsible to maintain payment of their agreement in full while Cruise Control finds a suitable Remote Professional as a replacement.
47. The Client acknowledges and agrees that if a Remote Professional resigns, the remaining term of the Agreement remains valid, and Cruise Control will be responsible for sourcing a suitable replacement in line with the Client's requirements.
5.5 Serious Misconduct or Underperformance
48. If the Client considers that a Remote Professional has:
1. engaged in serious misconduct in performance of the Work; or
2. consistently failed to perform the Work to a reasonable standard,
the Client may give Cruise Control written notice particularising the misconduct or failure to perform (as the case may be), seeking Cruise Control's intervention to manage the behaviour or underperformance of the Remote Professional.
49. If Cruise Control receives a notice from the Client under clause 5.5(a), the parties must meet to discuss the particulars of the issue within 7 days of such notice being received.
50. Following the meeting under clause 5.5(b), the parties will agree the process to manage the misconduct or underperformance which may include additional training and observation and/or, without limitation, performance management or termination.
51. For clarity, any misconduct, underperformance, or other personnel-related issues concerning a Remote Professional shall not impact the validity or duration of this Agreement. The Agreement will remain in full force and effect for its agreed term. In such cases, Cruise Control will act promptly and in good faith to address the matter, including, where appropriate, managing the issue directly or facilitating the placement of a suitable replacement Remote Professional, with minimal disruption to the Client.
5.6 Performance Management
52. If the Client considers that a Remote Professional is not performing the Work to a standard required by the Client in circumstances where clause 5.5 does not apply, the Client must notify Cruise Control in writing, particularising the failure to perform and including supporting evidence (as the case may be).
53. Upon receipt of a notice under clause 5.6(a), the Parties will, acting in good faith, agree in writing within five (5) Business Days on a Performance Improvement Plan (PIP) for the Remote Professional. The PIP will:
1. specify the performance deficiencies with reference to objective, measurable standards;
2. set clear Key Performance Indicators (KPIs) and milestones, with defined review dates (at minimum, fortnightly);
3. outline the support, coaching, tools, and access the Remote Professional will be provided to achieve the required standards;
4. allocate responsibilities between Cruise Control and the Client for implementing and monitoring the PIP; and
5. state the consequences of non-achievement, which may include replacement of the Remote Professional or other contractual remedies available to Cruise Control.
54. The Parties will cooperate reasonably and provide timely information, feedback, and approvals necessary to implement the PIP. Failure by the Remote Professional to meet the KPIs or milestones within the PIP timeframes will entitle Cruise Control, at its discretion and without limiting any other rights, to (i) propose and implement a replacement Remote Professional on commercially reasonable terms, or (ii) take such other steps as are available under this Agreement.
55. For the avoidance of doubt, implementation of a PIP does not waive any Party's rights under the Agreement.
5.7 Replacement and Removal of Remote Professional
If the Client believes a Remote Professional is not meeting the performance standards required by the Client, or following a process under clause 5.5 or 5.6, the Client may request in writing that Cruise Control provide a replacement. Cruise Control will take reasonable steps to either improve the Remote Professional's performance or replace them and will advise the Client of any revised Fees if applicable.
56. The Client must pay all Fees and costs incurred by Cruise Control in taking action under this clause.
57. The Client must provide not less than 30 days' written notice to Cruise Control when requesting a replacement or removal of a Remote Professional. Cruise Control may, at its discretion, waive this notice period in cases of serious misconduct by the Remote Professional.
58. If the Client requires the immediate removal of a Remote Professional while a replacement is being sourced, the following transition fees apply during the 30-day notice period:
1. Weeks 1-2: The Client must pay 75% of the weekly Remote Professional fee; and
2. Weeks 3-4: The Client must pay 50% of the weekly Remote Professional fee.
59. The transition fees under clause 5.7(c) reflect Cruise Control's genuine pre-estimate of costs arising from the early removal of a Remote Professional, including but not limited to the Remote Professional's billable hours contribution during transition, knowledge transfer time, lost income from redeployment delays, and administrative costs. After four (4) weeks of paid transition fees, no further fees are owed by the Client in respect of the removed Remote Professional.
60. For the avoidance of doubt, a request to replace or remove a Remote Professional under this clause is a personnel adjustment only and shall not constitute, nor be interpreted as, termination of the Agreement. The Agreement remains in full force and effect and continues to be subject to the notice requirements for termination set out in clause 7.1. The Client remains fully obligated to pay the monthly Fees (less any transition fees already paid under clause 5.7(c)) for a replacement Remote Professional.
61. Upon removal of a Remote Professional under this clause, Cruise Control will, acting in good faith and in accordance with the Client's requirements, use reasonable endeavours to source and provide a suitable replacement Remote Professional on the same terms as the original engagement.
62. The notice period under this clause is not an employment notice period and does not create an employment or labour hire relationship between the Client and the Remote Professional or between the Client and Cruise Control.
5.8 Delay to Commencement
63. Where a start date for a Remote Professional has been confirmed in writing, and the Client requests a delay to the commencement date for any reason, the Client agrees to pay a holding fee of AUD $300 per week (plus GST), if applicable, for the duration of the delay.
64. The holding fee covers Cruise Control's genuine costs of retaining the Remote Professional in reserve, ongoing contractor payment obligations, lost income from deploying the Remote Professional elsewhere, and administration costs.
65. The holding fee applies from the original agreed commencement date until either:
1. the revised commencement date; or
2. termination of the engagement,
whichever occurs first.
66. The holding fee is payable by the Client in accordance with the payment terms and is in addition to any other fees payable under this Agreement.
67. For clarity, requesting a delay to the commencement date does not waive, alter, or extend the Client's obligations under clause 7 (Term and Termination).
6. Fees and Invoicing
6.1 General
68. The Client will pay Cruise Control the Fees in respect of the supply of Services. The Fees are exclusive of GST and other similar taxes and surcharges and net of withholding or other similar taxes.
69. The Client must pay the Fees in accordance with the payment terms.
6.2 Upfront Payments - Condition of Commencement
70. The set-up fee and first month's fee are payable in full prior to the scheduled commencement date.
71. Commencement of Services and allocation of a Remote Professional are conditional upon receipt of cleared funds. Cruise Control is under no obligation to allocate or onboard a Remote Professional until such payments have been received in full.
72. Any delay in payment will result in a corresponding delay to commencement, without liability to Cruise Control.
73. The first month's fee will be applied as a credit against the Fees owing by the Client to Cruise Control.
6.3 Other Amounts
74. Where applicable, the Client must pay Cruise Control for any other amounts owing under this Agreement upon demand without set-off, deduction, or delay.
6.4 Review of Fees
Cruise Control may amend the Fees at any time during the Term by providing at least 90 days' written notice to the Client. If the Client does not agree to any amended Fees, the Client must notify Cruise Control in writing of their disagreement within 30 days of the fee notice. Upon receiving such notice, the parties must meet and discuss the proposed fee changes in good faith within 14 days to understand the costing adjustment and seek mutual agreement. If no agreement is reached following such discussions, the Client may terminate the Agreement by giving 30 days' written notice to Cruise Control.
6.5 Placement of Remote Professionals
75. If:
1. after the Commencement Date, a Remote Professional, or potential Remote Professional introduced to the Client by Cruise Control, is subsequently engaged or employed by the Client during the Term or for the period of 12 months after the effective date of termination or expiry; or
2. the Client wishes to directly employ a Remote Professional; or
3. the Client otherwise breaches its obligations in clause 14(a);
the Client must:
1. promptly notify Cruise Control in writing of this;
2. pay a placement fee of $10,000 to Cruise Control upon the Remote Professional accepting an offer of direct employment or engagement with the Client or otherwise commencing provision of any services to the Client;
3. if the Client engages, employs or otherwise contracts with the Remote Professional (directly or indirectly) within 12 months of termination or expiry of the Agreement, the Placement Fee remains payable by the Client to Cruise Control as if the engagement had occurred during the Term;
4. pay any Placement Fee that is due and payable within 14 days of the date of an invoice issued by Cruise Control;
5. in addition, if Cruise Control is required to take legal action to enforce this clause, the Client shall be liable for Cruise Control's reasonable legal costs and expenses incurred in connection with such enforcement (on a solicitor-client basis).
76. Each party acknowledges that the Placement Fee is a genuine pre-estimate of the Loss that Cruise Control will suffer if the Client employs or engages any Remote Professional or prospective Remote Professional.
77. Any Placement Fees paid under clause 6.5 do not relieve the Client from any other liability or from meeting any other obligation under these Terms.
6.6 GST
78. If GST has application to any supply made under or in connection with this Agreement, Cruise Control may, in addition to any amount or consideration payable under this Agreement, recover from the Client an additional amount on account of GST, such amount to be calculated by multiplying the amount or consideration payable by the Client for the supply by the prevailing GST rate.
79. Any additional amount on account of GST recoverable from the Client under this clause shall be calculated without any deduction or set-off of any other amount and is payable by the Client upon demand by Cruise Control whether such demand is by means of an invoice or otherwise.
6.7 Failure to Pay
80. If the Client fails to pay any amount due under this Agreement by the due date, interest shall accrue on the overdue amount at a rate of 2% per month (compounding monthly) from the due date until the date of payment.
81. Without prejudice to any other right or remedy, Cruise Control may suspend the provision of Services by giving the Client not less than 14 days' written notice if any amount remains overdue.
7. Term and Termination
7.1 Term
82. These Terms will commence on the Commencement Date as specified in the Statement of Work.
83. The Agreement operates on a rolling basis with no minimum commitment period, unless the Statement of Work specifies otherwise. Either party may terminate this Agreement by providing at least 30 days' prior written notice to the other party.
84. Where the Statement of Work specifies an initial fixed term or minimum commitment period, the notice and termination provisions of the Statement of Work shall prevail over this clause 7.1(b) to the extent of any inconsistency.
7.2 Termination for Cause
Either party may terminate this Agreement immediately without notice if the other party:
85. materially breaches this Agreement and fails to remedy such breach within 14 days of receiving written notice from the other party particularising the breach, or materially breaches this Agreement where such breach is incapable of being remedied; or
86. suffers an Insolvency Event.
87. For clarity:
1. resignation or non-performance of an individual Remote Professional does not constitute termination of this Agreement or a material breach of this Agreement. The Agreement remains in force between the Client and Cruise Control for its full term, and Cruise Control remains responsible for delivering the agreed Services in accordance with this Agreement, regardless of any change in assigned personnel.
2. poor performance by individual Remote Professionals, where the replacement process under clause 5.5 or 5.6 or 5.7 is being followed, does not constitute a material breach of this Agreement.
3. the Client must not terminate this Agreement due to dissatisfaction with any individual Remote Professional unless Cruise Control has failed to provide a suitable replacement following reasonable consultation with the Client.
7.3 Obligations on Termination or Expiry
88. On termination or expiry of this Agreement:
1. the Client must pay Cruise Control for any Services it has provided up to the date of termination for which Cruise Control has not been paid;
2. the Client must immediately pay all outstanding invoices to Cruise Control;
3. subject to the Client paying Cruise Control at its then current rates, Cruise Control will provide the Client with disengagement services for the Services as agreed between the parties;
4. each party must return, destroy or permanently erase (as directed in writing by the other party) any Confidential Information of the other party; and
5. each party must cease using the other party's Confidential Information.
89. Termination of this Agreement will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.
90. Termination or expiry of this Agreement will not affect clauses 7, 9 to 13, 15 and 16 or any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry.
8. Insurance
91. During the Term, Cruise Control must, at its cost, effect and maintain appropriate business insurances with reputable insurers, including:
1. Professional Indemnity insurance;
2. Public Liability insurance;
3. Cyber Liability insurance; and
4. Workers Compensation insurance as required by law for onshore operations.
92. Cruise Control must provide the Client with certificates of currency for the insurance policies required under clause 8(a) upon reasonable request, which must not be made more than once per calendar year during the Term.
9. Intellectual Property Rights
9.1 Background IP
93. Cruise Control acknowledges that the Client IP, and all Intellectual Property Rights subsisting in the Client IP, is and remains the exclusive property of the Client or, where applicable, the third party licensor from whom the Client derives the right to use them.
94. The Client acknowledges that all Cruise Control IP, and all Intellectual Property Rights subsisting in the Cruise Control IP, remains the exclusive property of Cruise Control or, where applicable, the third party licensor from whom Cruise Control derives the right to use them.
9.2 Licences to Use Background IP
95. Cruise Control grants the Client a limited, royalty-free, revocable, non-exclusive, non-transferable and non-sublicensable right for the Term to use the Cruise Control IP solely for the purpose of, and only to the extent necessary for, the Client to receive the benefit of the Work or the Services.
96. The Client grants Cruise Control a limited, royalty-free, revocable, non-exclusive, non-transferable and non-sublicensable right for the Term to use the Client IP solely for the purpose of, and only to the extent necessary for, Cruise Control to perform its obligations under this Agreement.
9.3 Created IP / Work Product
97. All Created IP, and all Intellectual Property Rights subsisting in Created IP, including without limitation all code, documentation, designs, software, reports, specifications, data, analyses, and other work product created by Remote Professionals in the course of providing the Services to the Client, vests in and is owned by the Client upon creation.
98. To the extent that any Created IP does not vest automatically in the Client by operation of law or under the terms of this Agreement, Cruise Control hereby assigns, and undertakes to procure that its contractors (including Philippines Resources Pte Ltd and all Remote Professionals) assign, all right, title and interest in and to such Created IP to the Client. Cruise Control will, at the Client's request and expense, execute or procure the execution of all documents and do all things reasonably necessary to give effect to this assignment.
99. Cruise Control confirms that the independent contractor agreements between Philippines Resources Pte Ltd (or its Affiliate) and the Remote Professionals contain comprehensive intellectual property assignment provisions that operate to assign all work product created in the course of providing services to the company or its designee (being the Client for the purposes of this Agreement).
100. The Client grants Cruise Control a limited, royalty-free, non-exclusive, non-transferable and non-sublicensable licence to use the Created IP solely for the purpose of, and only to the extent necessary for, performing the Services under this Agreement. This licence terminates automatically upon termination or expiry of this Agreement.
101. For the avoidance of doubt, where any Cruise Control IP (including templates, processes, systems, or workflows) is incorporated into or embedded within any Created IP, the Client is granted a perpetual, irrevocable, royalty-free, non-exclusive licence to use such embedded Cruise Control IP as part of the Created IP for the Client's business purposes. Cruise Control's ownership of the underlying Cruise Control IP is not affected by this licence.
9.4 Moral Rights
Cruise Control will use reasonable endeavours to procure from each Remote Professional a consent and waiver of moral rights (to the fullest extent permitted by applicable law) in respect of all Created IP, in favour of the Client and its successors, assignees and licensees.
9.5 Third-Party Materials
102. Cruise Control and the Remote Professionals must not incorporate any third-party materials (including open-source software, libraries, or components) into any Created IP without first obtaining the Client's prior written consent.
103. Cruise Control must promptly notify the Client of any open-source components or third-party materials proposed to be used in the performance of the Services, including the applicable licence terms, so that the Client may make an informed decision regarding their inclusion.
104. Where third-party materials are incorporated into Created IP with the Client's consent, such materials remain subject to the applicable third-party licence terms and the Client acknowledges that its use of such materials is governed by those terms.
9.6 Cruise Control Proprietary Materials
105. Cruise Control retains ownership of all Intellectual Property Rights in its own proprietary materials, including without limitation its templates, standard operating procedures, processes, systems, workflows, training materials, methodologies, frameworks, know-how, and any other content or materials developed independently of this Agreement or for general use across its client base (together, "Cruise Control Proprietary Materials").
106. The Client is granted a non-exclusive, non-transferable, non-sublicensable licence to use the Cruise Control Proprietary Materials solely for the purpose of receiving Services from Cruise Control under this Agreement.
107. The Client must not use the Cruise Control Proprietary Materials for any other purpose, nor provide them to any third party (including competitors of Cruise Control, alternative service providers, or any Remote Professional acting independently of Cruise Control), nor use them after termination or expiry of this Agreement except to the extent embedded in Created IP and licensed under clause 9.3(e).
108. Upon termination or expiry of this Agreement, the Client must, within 30 days, return or permanently delete all Cruise Control Proprietary Materials (other than those embedded in Created IP and licensed under clause 9.3(e)), and certify such return or deletion in writing upon request by Cruise Control.
109. Any breach of this clause will entitle Cruise Control to seek injunctive relief, damages, and recovery of any legal costs incurred in enforcing its rights.
9.7 Restrictions
Except as expressly allowed under this Agreement, or otherwise agreed in writing, each party agrees not to:
110. create or attempt to create by reverse engineering, disassembly, decompilation or otherwise the other party's Background IP or Confidential Information or aid, abet or permit others to do so;
111. remove any identification or notices of any proprietary or copyright restrictions from the other party's Background IP or Confidential Information;
112. replicate the other party's Background IP or Confidential Information;
113. develop any derivative works from the other party's Background IP or Confidential Information, or include any portion of the other party's Background IP or Confidential Information into any other Materials; or
114. develop methods to enable unauthorised parties to use the other party's Background IP or Confidential Information.
10. Confidentiality
10.1 Obligations of Confidence
Each party agrees to, and shall ensure each of its Personnel:
115. hold in strict confidence all, and not disclose or permit the disclosure of any, Confidential Information of the other party;
116. use the Confidential Information solely to perform or to exercise its rights under this Agreement;
117. not transfer, display, convey or otherwise disclose or make available all or any part of such Confidential Information to any third party; and
118. use its reasonable endeavours, including keeping such information in a safe place and implementing adequate security measures, to ensure that all Confidential Information is secure from unauthorised use, disclosure or copying by third parties.
10.2 Exclusions
The obligations in clause 10.1 do not apply:
119. to the extent necessary to enable disclosure required by law;
120. to any disclosure agreed in writing between the parties;
121. where the Confidential Information has entered the public domain other than as a result of a breach of this Agreement; or
122. that is already known by, or rightfully received, or independently developed by, the recipient of that Confidential Information free of any obligation of confidence.
10.3 Injunctive Relief
Each party acknowledges that:
123. the other party may suffer financial and other loss and damage if any unauthorised act occurs in relation to the other party's Confidential Information or Intellectual Property Rights, and that monetary damages would be an insufficient remedy; and
124. in addition to any other remedy available at law or in equity, the other party is entitled to injunctive relief to prevent a breach of, and to compel specific performance of clauses 9 or 10.
11. Data Protection
11.1 Security Services
The Client acknowledges and agrees that, except to the extent resulting from a breach of these Terms by Cruise Control:
125. Cruise Control's Security Support: As part of its service commitment, Cruise Control provides comprehensive security onboarding and ongoing support to Clients, including:
1. security awareness training for Remote Professionals during onboarding;
2. cybersecurity best practices guidance and documentation;
3. direct engagement with security providers to assist with Client security assessments;
4. ongoing security updates and recommendations throughout the engagement; and
5. access to security resources and consultation as part of the service offering.
126. Client Security Responsibility: While Cruise Control provides the security support outlined in clause 11.1(a) to enhance service delivery, this does not transfer primary security responsibility from the Client. The Client remains solely responsible for:
1. ensuring all equipment and devices meet the Client's security requirements;
2. implementing and maintaining appropriate cybersecurity protocols;
3. ensuring Remote Professionals receive Client-specific security training to the Client's satisfaction; and
4. engaging with, responding to, and implementing security recommendations provided by Cruise Control.
127. Liability Allocation: Failure by the Client to engage with, respond to, acknowledge, or implement security information and recommendations provided by Cruise Control places all security liability with the Client. Cruise Control is not responsible for reviewing, monitoring, or maintaining any minimum level of security on devices supplied to Remote Professionals beyond the support services outlined in clause 11.1(a).
128. Limitation of Liability: Except to the extent resulting from a breach of these Terms by Cruise Control, and to the maximum extent permitted at law, Cruise Control is not responsible for any Loss suffered or incurred by the Client in connection with any data breach or security incident caused or contributed to by a Remote Professional placed with the Client.
12. Privacy
12.1 Privacy Obligations
129. Each party must, and must ensure that its Personnel, comply with their obligations under all relevant Privacy Laws.
130. If the Client discloses any individual's Personal Information to Cruise Control or a Remote Professional, the Client warrants that it has obtained consent and made any necessary disclosures to the relevant individual before collecting and disclosing their Personal Information to Cruise Control and the Remote Professional.
131. Where Personal Information is transferred to Philippines Resources Pte Ltd or Remote Professionals in the Philippines, the Client acknowledges that such information will be subject to Philippines privacy laws and consents to such cross-border transfer.
132. In the event of a data breach involving Personal Information, the party becoming aware of the breach must notify the other party within 24 hours and cooperate in any required breach notifications to regulatory authorities or affected individuals.
133. Upon termination or expiry of this Agreement, each party must return or securely destroy all Personal Information received from the other party, except as required by applicable law.
134. The Client indemnifies Cruise Control against any claims, penalties, or losses arising from the Client's failure to obtain proper consent for Personal Information disclosed to Cruise Control or Remote Professionals.
12.2 Data Back-Up and Responsibility
135. Notwithstanding anything else in this Agreement, the Client acknowledges and agrees that Cruise Control:
1. is not responsible for the back-up of any Client Data or Client IP in connection with the Services; and
2. is not liable to the Client for any loss, destruction or other damage to Client Data or Client IP caused by the Client failing to back up the Client Data or Client IP, or for any Loss suffered or incurred by the Client in connection with the same.
13. Limitation of Liability
13.1 Maximum Liability
136. Subject to clause 13.1(b) and unless otherwise prohibited by law, each party's aggregate liability to the other party arising out of or in connection with this Agreement (whether under contract, in tort, under statute or otherwise at law or in equity) is limited to an amount equal to the Fees paid by the Client to Cruise Control in the 12 months preceding the relevant Claim.
137. Clause 13.1(a) will not limit or exclude the liability of either party for any claim or Loss arising from:
1. fraud, fraudulent representation or criminal conduct of a party;
2. willful default, willful misconduct, or gross negligence of a party;
3. in the case of the Client:
1. its obligation to pay the Fees and any other amounts under this Agreement;
2. any liability arising from or in connection with a Remote Professional in the performance of any Work or Services for the Client; or
3. a breach of clause 14.
13.2 Exclusions
As far as the law permits:
138. neither party nor any of its Personnel will be liable to the other party for any Consequential Loss;
139. the Client shall be solely responsible, as against Cruise Control, its Personnel and the Remote Professionals, for any opinions, recommendations, or other conclusions made or actions taken by the Client or any other third party based (wholly or in part) on the Work, the Services or the Security Services (if applicable);
140. Cruise Control shall have no liability for:
1. any deemed employment relationship that arises between a Remote Professional and the Client;
2. any injury, Loss or damage caused by misconduct, negligence or incompetence of a Remote Professional in connection with the Work, the Services or the Security Services (if applicable); or
3. any injury, Loss or damage caused by errors or omissions in any information or instructions that the Client provides to Cruise Control, its Personnel or the Remote Professionals in connection with the Work, the Services or the Security Services (if applicable).
141. Except for the warranties expressly set out in this Agreement, Cruise Control makes no warranties with respect to the Remote Professionals, Work, the Services or the Security Services (if applicable) and disclaims all statutory or implied warranties, including without limitation, warranties of merchantability, fitness for a particular purpose, or arising from a course of dealing or usage of trade and any warranties of non-infringement.
13.3 Mitigation
Each party must mitigate any Loss it suffers as a result of a breach by the other party of this Agreement, or a warranty provided under this Agreement (including where such Loss gives rise to an indemnity).
13.4 Australian Consumer Law
If the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth) (Australian Consumer Law) applies to the supply of Services under this Agreement, Cruise Control acknowledges and agrees that its Services come with a guarantee that cannot be excluded, and that the following mandatory notice under section 102(1) of the Australian Consumer Law that must be provided to the Client will apply:
Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:
* to cancel your service contract with us; and
* to a refund for the unused portion, or to compensation for its reduced value.
You are also entitled to be compensated for any other reasonably foreseeable loss or damage.
If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.
14. Non-Solicitation
142. In consideration of Cruise Control providing the Services, and providing access to the Remote Professionals, the Client must not, and must ensure none of its Affiliates, during the Term and for a period of 12 months after the effective date of termination or expiry (Restraint Period):
1. solicit, entice away or attempt to solicit or entice away:
1. any of the Remote Professionals involved in the delivery of the Work;
2. any of Cruise Control's Personnel involved in the provision of the Services;
3. any other onshore worker engaged by Cruise Control or its Affiliates introduced to the Client through provision of the Services,
(each a Protected Person),
2. engage or employ any Protected Person for a period of 12 months after the person ceases to be engaged or employed by Cruise Control without the prior consent of Cruise Control;
3. whether directly or indirectly, induce, encourage or attempt to induce or encourage any Protected Person or clients of Cruise Control to cease their relationship with Cruise Control, or to provide information regarding the terms of their arrangement with Cruise Control to the Client; or
4. request, or otherwise induce a Protected Person to disclose information related to the remuneration or other benefits provided to that person by Cruise Control.
143. The Client acknowledges that:
1. the restraint in clause 14(a) is reasonable in its extent and goes no further than is reasonably necessary to protect Cruise Control's interests in maintaining employees and contractors, and its relationships with its workers and clients; and
2. the restraints in clause 14(a)(i) are separate from one another and if any of them is unenforceable the rest are unaffected.
15. General
15.1 Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations pursuant to this Agreement if such delay is due to a Force Majeure Event.
15.2 Notification
144. If a Force Majeure Event occurs, the party that is or may be delayed in performing its obligations under this Agreement (Affected Party) shall notify the other party without delay giving the full particulars of the Force Majeure Event and must use its best endeavours to remedy the situation without delay.
145. When the Affected Party is no longer delayed in performing its obligations under this contract, the Affected Party must provide notice to the other party without delay of the cessation of the Force Majeure Event.
146. Following notice under clause 15.2(b), the parties must meet without delay to agree a mutually acceptable course of action to minimise any effects resulting from the Force Majeure Event.
15.3 Terms Variation
147. Cruise Control may vary these Terms by providing at least 90 days' written notice prior to the variation coming into effect.
148. Where Cruise Control's variation would materially affect the Client, the parties must meet within 30 days to discuss the variation in good faith and seek mutually acceptable modifications.
149. Variations take effect as notified unless Cruise Control voluntarily withdraws or modifies them following discussions.
15.4 Notices
A notice, consent or communication under this Agreement must be in writing, signed by or on behalf of the person giving it, addressed to the receiving person at the details set out in the Statement of Work or as otherwise advised in writing from time to time, and will be given and received as follows:
150. if it is hand delivered, on the day it is given;
151. if it is sent by post, three Business Days after posting; and
152. if it is sent by email, that day, if the time of departure from the sender's mail server is before 5.00pm on a Business Day, or the next Business Day in any other case.
15.5 Assignment and Subcontracting
153. The Client must not assign, novate or otherwise transfer, in whole or in part, any of its rights and obligations under this Agreement without the prior written consent of the other party (not to be unreasonably withheld or delayed).
154. Cruise Control may subcontract, in whole or in part, any of its rights and obligations under this Agreement without the prior written consent of the Client, provided that Cruise Control will not be relieved of its obligations under this Agreement as a result of such subcontracting.
15.6 Miscellaneous
155. Cruise Control engages all Remote Professionals as Independent Contractors through Philippines Resources Pte Ltd, or via an approved Employer of Record provider, and nothing in this Agreement or its performance creates any employment relationship between the Client and the Remote Professional, or between Cruise Control and the Client.
156. This Agreement may only be amended by written agreement between all parties.
157. The laws of Queensland govern this Agreement. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland and courts competent to hear appeals from those courts.
158. A clause or part of a clause of this Agreement that is illegal or unenforceable may be severed from this Agreement and the remaining clauses or parts of the clause of this Agreement continue in force.
159. This Agreement supersedes all previous agreements about its subject matter. This Agreement embodies the entire agreement between the parties.
160. A right under this Agreement may only be waived in writing signed by the party granting the waiver, and is effective only to the extent specifically set out in that waiver.
161. Fee Suspension: During Force Majeure Events preventing service delivery, fee obligations are suspended proportionally to the impact on service provision.
16. Defined Terms & Interpretation
16.1 Defined Terms
In this Agreement:
Affiliate means any of the following, wherever registered or incorporated in the world:
162. a holding company of Cruise Control;
163. a subsidiary of Cruise Control; or
164. a subsidiary of a subsidiary of Cruise Control.
Background IP means the Client IP or Cruise Control IP, as applicable.
Business Day means a day that is not a Saturday, Sunday or public holiday in Brisbane, Queensland.
Claims means any claim, action, suit, cause of action, demand or proceedings for any Loss including any such claim by way of indemnity, under contract (including any breach of this Agreement), in equity, under statute, in tort (including for negligence) or otherwise.
Client Data means:
165. data provided by the Client to Cruise Control in connection with the Services;
166. data generated, compiled, arranged or developed by either party while providing the Services that relates to the Client's business;
167. the Client's Confidential Information; or
168. any materials, data or other information that a Remote Professional accesses in connection with the Work or the Services.
Client IP means all Materials owned or licensed by the Client which are created or derived independently of this Agreement by the Client (or a third party on behalf of that party), and any Improvements to such Materials.
Commencement Date means the commencement date set out in the Statement of Work.
Confidential Information means any information, regardless of its form or the medium on which it is stored of a confidential, non-public, or proprietary nature which, without limitation:
169. relates to the business and affairs of a party;
170. relates to Cruise Control, its clients, employees, contractors or other persons doing business with a party;
171. relates to this Agreement including without limitation with respect to the Services;
172. relates to the Intellectual Property Rights of a party;
173. relates to the terms and existence of this Agreement;
174. is by its nature confidential;
175. is designated as confidential by a party; or
176. the other party knows or ought to know is confidential,
and includes all trade secrets, know-how, financial information and any other commercially valuable information of a party.
Consequential Loss means any consequential, special, indirect or incidental Loss including without limitation loss of profit, loss of revenue, business interruption, loss of business, loss of opportunity, loss of reputation or loss in connection with breach of third party contracts or arrangements.
Created IP means:
177. any newly created Material; and
178. any novel combination of existing Material,
arising from or in connection with the Services, whether created separately or jointly by the parties (but in each case excluding any Background IP, Cruise Control Proprietary Materials, or Third Party IP incorporated into the Material). For the avoidance of doubt, all Created IP vests in and is owned by the Client in accordance with clause 9.3.
Cruise Control IP means all Materials owned or licensed by Cruise Control which are created or derived independently of this Agreement by Cruise Control (or a third party on behalf of that party), and any Improvements to such Materials.
Cruise Control Proprietary Materials has the meaning given in clause 9.6(a).
Deposit means the deposit set out in the Statement of Work.
Expiry Date means the expiry date set out in the Statement of Work.
Fees means the fees and other fees set out in the Statement of Work, as varied in accordance with this Agreement from time to time.
Force Majeure Event means a matter beyond the reasonable control of a party and includes an act of God, national emergency, terrorist act, sabotage, flood, storm, earthquake, fire, explosion, epidemic, pandemic, civil disturbance, insurrection, riot, war, industrial action, lockout, rebellion, quarantine, embargo and other similar governmental action or a general and continued energy shortage, power or utilities interruption, internet or telecommunications failures affecting service delivery in Australia or the Philippines, and political instability in the Philippines, but cannot apply with respect to the payment of money due under this Agreement.
Government Agency means any foreign or domestic governmental, semi-governmental, administrative, fiscal, court, judicial or quasi-judicial body, department, commission, authority, tribunal, agency or entity.
GST has the meaning set out in the GST Act.
GST Act means A New Tax System (Goods and Services Tax) 1999 (Cth).
Improvements means any modification, enhancement, extension, adaptation, development of, applications of, mutations, or improvement in whatever form.
Insolvency Event means any of the following events concerning a party:
179. if an administrator, liquidator, receiver, receiver and manager or other controller is appointed to, or over, any of the property or undertaking of the party;
180. if the party is unable to pay their debts when they become due and payable;
181. if the party ceases to carry on business; or
182. if any event happens in Australia or any other country or territory in respect of a party that is similar to any of the events or circumstances referred to in this definition.
Intellectual Property Rights means any current and future intellectual and industrial property rights and interests throughout the world, including any:
183. patents, copyrights and related rights, utility models, designs, trade marks, service marks, rights in relation to circuit layouts and databases, inventions, discoveries, trade secrets, know-how, and improvements;
184. trade, business, or company name, indication, source or appellation of origin;
185. applications for, or rights to apply for registration of any of those rights;
186. rights under licences and consents in relation to any of them; and
187. any other forms of protection of a similar nature or having equivalent or similar effect to any of them now or in the future,
whether registered or unregistered, for the duration of the rights and interests.
Law includes any law, regulation, authorisation, statute, proclamation, ordinance or by-law, ruling, judgment, order or decree of any Government Agency in any relevant jurisdiction.
Loss includes any loss, cost, expense, damage or liability (including any fine or penalty) whether direct, indirect or consequential, present or future, fixed or unascertained, actual or contingent and whether arising under contract, in equity, under statute (to the maximum extent possible), in tort (including for negligence) or otherwise.
Materials means material in whatever form, including:
188. literary, dramatic, musical, artistic works, sound recordings, cinematographic films, broadcasts, and published editions of works as defined by the Copyright Act 1968 (Cth);
189. anything capable of being registered as a trade mark under the Trade Marks Act 1995 (Cth);
190. anything capable of being registered as a design under the Designs Act 2003 (Cth);
191. anything capable of being registered as a patent under the Patents Act 1990 (Cth);
192. documents, manuscripts, specifications, designs, plans, reports, products, equipment, information, data, tables, schedules, concepts, samples, proposals, inventions, tools, devices, procedures, processes, sequences, methods, formulae, calculations, scientific and technical information, studies, know-how, graphic layouts, logos, images, photographs, videos, charts, drawings, diagrams, source code, object code, software, and test cases; and
193. novel combinations of any of the above material.
OH&S Law means any applicable health and safety related Law, including a Law related to occupational health and safety, dangerous goods, chain of responsibility, mining, electrical health and safety, and any other industry specific Law, and any related codes of practice, standards, notices and directions issued by a Government Agency.
Payment Terms means the payment terms set out in the Statement of Work.
Personal Information has the meaning given in the Privacy Act 1988 (Cth) and includes information or an opinion about an identified individual, or an individual who is reasonably identifiable.
Personnel means a party's directors, officers, employees, agents and contractors, as the context permits.
Placement Fee has the meaning given in clause 6.5(a).
Privacy Laws means the Privacy Act 1988 (Cth), the Australian Privacy Principles, and any other applicable legislation relating to the collection, use, disclosure, storage or granting of access rights to Personal Information.
Remote Professional means an Independent Contractor engaged by Philippines Resources Pte Ltd, or by any Employer of Record provider approved by Cruise Control, whose services are provided to the Client by Cruise Control under this Agreement.
Replacement Remote Professional means a Remote Professional provided by Cruise Control as a replacement under clause 5.5, 5.6 or 5.7 of this Agreement.
Services has the meaning given in clause 2.1, and also includes the Security Services (if applicable).
Statement of Work means a written statement of work issued by the Client to Cruise Control and accepted by Cruise Control containing information related to the Services the Client wishes to purchase under these Terms, in such form as required by Cruise Control from time to time.
Term means the period from the Commencement Date until termination or expiry of this Agreement in accordance with clause 7.
Third Party IP means open-source Material, and Material in which the Intellectual Property Rights vest in a third party which are utilised by a party in connection with this Agreement.
Work means any duties or tasks to be carried out by a Remote Professional to fulfil the function or resource that the Remote Professional has been engaged for under the Statement of Work.
16.2 Interpretation
In this Agreement:
194. no rule of construction applies to the disadvantage of a party because that party prepared these Terms;
195. a reference to a clause, schedule, annexure or party is a reference to a clause of, and a schedule, annexure or party to, this Agreement and references to this Agreement include any schedules or annexures;
196. a reference to a party to this Agreement or any other document or agreement includes the party's successors, permitted substitutes and permitted assigns;
197. if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
198. a reference to legislation or to a provision of legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;
199. if any day on or by which a person must do something under this Agreement is not a Business Day, then the person must do it on or by the next Business Day;
200. a reference to '$' or 'dollar' is to Australian currency; and
201. the meaning of any general language is not restricted by any accompanying example, and the words 'includes', 'including', 'such as', or 'for example' (or similar phrases) do not limit what else might be included.
16.3 Independent Contractor Relationship
202. The Client acknowledges and agrees that 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 for any purpose. Nothing in this Agreement shall be construed to create an employment, partnership, joint venture, or agency relationship between the Client and any Remote Professional.
203. To preserve the legal independence of the Remote Professional and ensure compliance with applicable laws, the Client must not:
1. impose fixed or specific work hours beyond coordinating reasonable availability;
2. issue formal performance reviews, warnings, or disciplinary actions;
3. directly supervise or control the manner, means, or methodology by which tasks are performed beyond communicating outcomes and timelines; or
4. integrate Remote Professionals into internal employment systems, benefits platforms, payroll systems, or HR frameworks of the Client.
204. Client communications with Remote Professionals must be strictly limited to task-related direction, output quality, and delivery timelines. Oversight of general conduct, livelihood, performance improvement, and contractor compliance rests exclusively with Cruise Control and/or Philippines Resources Pte Ltd.
205. If, through the conduct of the Client, a Remote Professional is found -- by regulatory authority, court, or governing law -- to be in a deemed employment relationship with the Client, then:
1. the Client shall be deemed the direct employer of the Remote Professional and shall bear all related employment obligations; and
2. the Client agrees to fully indemnify and hold harmless Cruise Control and its affiliates (including Philippines Resources Pte Ltd) from any claims, costs, liabilities, or penalties arising from such misclassification.
END OF TERMS AND CONDITIONS
Cruise Control Group Pty Ltd | ABN 21 356 633 798
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