IMPORTANT: The contract is governed by the laws of Singapore. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a panel of [one/three] arbitrators in [venue of arbitration], in accordance with the rules of the [Arbitral rules] then in effect.
In consideration of the mutual promises in this Agreement, and for other good and valuable consideration, You and Outside agree as follows:
All defined terms in Outside’s Terms and Conditions apply to this Agreement unless specifically defined in this Agreement.
“Account” means a profile created through the Outside Application and used by an Agent to access the Platform.
“Application” means the mobile software application (iOS and/or Android) through which an Agent accesses the Platform.
“Client” means a company or organisation using the Platform to request service providers to fill work opportunities.
“Agent” means a service provider, You, who uses Outside to access the Platform to receive access to Job Requests.
“Platform” means the online and mobile platform developed and maintained by Outside on which Clients connect with Agents.
“Job Requests” means a request for Services posted on the Platform by a Client.
“Services” means the work product and/or services provided by an Agent to a Client pursuant to a Client Engagement.
This Agreement governs the entire relationship between the Parties and establishes their respective rights and obligations arising out of this relationship, including Your access to the Platform and/or use of the Outside Application, which facilitates your provision of Services to Clients in response to the Jobs Request.
The Parties intend this Agreement to create the relationship of independently contracting parties and not that of employer and employee, joint venture, partners, or principal and agent; neither Party shall have the right to bind the other in contract (or otherwise) except as specifically provided in this Agreement.
Nothing in this Agreement requires You to accept any Open Job Request, and nothing in this Agreement shall guarantee You any particular volume of Job Requests for any particular time period.
This Agreement expressly supersedes prior agreements with You. Outside reserves the right to amend, modify, and/or supplement from time to time and without notice any other terms in this Agreement.
The Outside Platform
Outside is in the business of developing, maintaining, and distributing the software and logistics necessary to provide and support the Application and Platform.
Outside acts as a shift-work hiring platform enabling Clients and Agents to connect with each other for Services; it does not provide workers (whether independent contractors or otherwise) to Clients or other third parties.
Nothing in this Agreement shall be deemed to restrict your ability to be engaged in or employed by any other business, trade, profession or other activity while providing Services under this Agreement.
You possess and maintain at your own expense all equipment, tools, training, and vehicles, including those pertaining to health, safety, inspection, and operational capability (collectively “Equipment”) necessary to lawfully provide Services under this Agreement, and you acknowledge that you are responsible for any and all costs and expenses you may incur under this Agreement. Except as otherwise required by law, You assume all risk of damage or loss to Your Equipment.
You are not entitled to or eligible for any benefits that Outside, its parents, subsidiaries, affiliates including Partners, or other related entities may make available to its employees. Because you are an independent contractor, Outside will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on your behalf.
Subject to Clause 9.1, You are not entitled to or eligible for any benefits that Outside, its parents, subsidiaries, affiliates including Partners, or other related entities may make available to its employees. Because You are an independent contractor, neither Outside nor the Clients will withhold or make payments for Central Provident Fund (CPF) on your behalf as Services provided as a freelancer are under Contract for Service, and not Contract of Service.Except as required by law, unless otherwise expressly agreed herein or elsewhere in writing, Outside is not responsible for the insurance coverage of Agents nor is Outside obliged to purchase any insurance for the Agents. The Agent may not be covered by any workers’ compensation insurance that Outside may otherwise provide to its employees.
You must create and maintain an active Account to access the Platform and/or any features or functions made available therein. You agree to comply with all applicable laws when using the Application, and You may only use the Application for lawful purposes. You acknowledge and agree that You are solely responsible for all activity that occurs under Your Account.
You are free to select the time(s) you wish to access the Platform, and You are free to accept, reject, or ignore any particular Open Job Request made available to You on the Application.
You agree to perform any Services contracted pursuant to this Agreement in a timely, safe, and lawful manner, and the Parties acknowledge that Outside has no right to and shall not direct or control the manner and means by which you provide Services pursuant to a Job Request.
You are not required at any time to wear and/or use any clothing and/or equipment provided by or bearing Outside’s name or logo. Similarly, You are not required to purchase, lease, or rent any products, equipment, or services from Outside.
You agree to notify Outside if you were offered any form of earning opportunities (that will not be facilitated by the platform) directly with the Hirers that connected with you via the platform.
Any form of benefits, incentives and rewards provided for the Outside Agents will be made accessible to You, subjected to their respective terms and conditions. These will be provided at an as-in basis and should not be treated as a promise or guarantee from Outside.
You understand that there may be situations that caused discrepancies in the payouts such as additional pay from working overtime, deductions from late comings/early check outs and possible human errors from either the Agent or Client. The breakdown of each payout will be recorded accordingly in the Job cards, accessible via “Job History”.
Contact by Outside & Others
CONSENT TO RECEIVE COMMUNICATIONS.
You expressly consent to be contacted by, and to receive and accept communications from Outside and Outside’s authorised partners, representatives, and/or affiliates including Clients via different communication methods, including but not limited to email(s), SMS/text message(s), push notification(s), and/or phone call(s) to contact information, including telephone number(s), that You provide to Outside. By consenting to being contacted, You understand and agree that You may receive communications—including artificial or pre-recorded messages and/or automated systems, such as automatic telephone dialling systems—sent by or on behalf of Outside on various subjects, including but not limited to: (1) operational or transactional communications, such as those concerning Your user account, sign up progress to become an Agent, use of the Platform and/or the Application; (2) communications relating to Job Requests and/or Services, including incentive offers and purchase of insurance coverage; (3) promotions, advertising, and/or marketing; (4) news concerning Outside and industry developments that affect Your relationship with Outside; and (5) Account verification communications. Message and data rates may apply. By consenting to be contacted, You represent that the telephone number(s) that You have provided to Outside are Your contact numbers, that You are permitted to receive calls at such telephone number(s), and that You will promptly alert Outside whenever you stop using or change a particular telephone number.
MARKETING COMMUNICATIONS & OPT-OUT.
You agree that Outside, its partners, affiliates including Clients, or representatives may contact You (including for marketing and promotional purposes from Outside or our third-party partners where permitted by law) by email, phone, push notifications, SMS/text message(s), or by other comparable means (including artificial or pre-recorded messages and/or automated systems, such as automatic telephone dialling systems) at the email address(es), phone(s), or phone number(s) You provide to Outside. You can unsubscribe from Outside’s marketing email list by following the “unsubscribe” options in the marketing email itself. Please be advised that if you opt out of marketing emails, Outside may still send you emails about your account or any transactions between the parties. You acknowledge that you are not required to consent to receive marketing texts or calls as a condition of performing services using Outside.
By creating an Account and accepting an Open Job Request, You agree to use Your best efforts to provide Services that meet the requirements and specifications of the Client as articulated in the Open Job Request, Job Description or otherwise.
By accepting/taking up an Open Job Request, You agree to enter into a binding legal agreement to provide the Services for the payment specified in the Open Job Request. You further agree that You will not accept an Open Job Request unless certain that: (1) You understand the nature of the Services requested by the Partner; and (2) You can perform these Services at the time and in the location (if applicable) requested by the Partner
You agree that if you fail to timely provide the Services consistent with the Client’s requirement and specifications (a “Service Failure”), Outside reserves the right to recover any costs or fees incurred by Outside related to Your action(s) and/or omission(s). Outside may also deduct points from your community rating, suspend, or ban Your account at Outside’s sole discretion. . Any following disputes can be raised to Outside, and will be reviewed by Outside on a case-by-case basis.
Payment for Services
Unless otherwise notified in writing by Outside, you will receive payment in an amount consistent with the rate You accepted for a Job Request for all undisputed time recorded and submitted to Outside as worked for that Job Request (“Contractual Remuneration”).
You agree to provide Outside with certain accurate and complete information, including identification and bank account/routing data (collectively “Banking Information”) to facilitate payment(s) to You.
Outside uses your Banking Information to process and pay Contractual Remuneration for Job Requests completed in the previous calendar week (Monday through Sunday) no less frequently than on a weekly basis. You are responsible for any applicable bank processing fees associated with such remittance, and You understand that You may incur and agree to pay transfer and/or transaction fees, as applicable, for such payments. Outside reserves the right, at its sole discretion, to change the payment schedules at any time for any reason, and Your continued use of the Platform shall constitute Your consent to any change.
You are also free to contact Outside regarding the payment schedule, and are free to accept, reject, or ignore any Job Request as a means to earn different rates of pay. However, in doing so You acknowledge and understand that these action(s) may result in any prevailing penalties, including but not limited to, the deduction of Your community rating.
Clients and/or other third parties can pay You a gratuity in cash or via other payment method(s). Nothing in this Agreement shall prevent You from retaining 100% of any gratuity. Outside acknowledges that it has no right to interfere with the amount of gratuity given to You.
In the event of a Service Failure, You agree that You may forfeit all or a portion of the payment as described in this Section (depending on the extent to which the Service Failure results from Your act(s) and/or omission(s)). Any reduction of payment shall be based upon proof provided by the Client, You, and/or any other party with information relevant to the dispute. Outside shall make the determination as to what percentage of fault You bear.
You shall be solely liable and responsible for timely fulfilling tax-related obligations, including providing tax documents. Outside will not be responsible or liable for any tax-related processes.
You agree that by using Outside Application and/or Platform, you are a freelancer and are not covered under the Employment Act or the Work Injury Compensation Act and do not receive mandatory employer CPF contribution.
As a user engaged in shifts with Outside, You will be provided with coverage under a Group Personal Accident (GPA) policy, underwritten by Singapore Life Ltd (“Singlife”), at no additional cost to You. By using the Platform and/or use of the Outside Application, You consent to Outside disclosing and transferring your personal data to Singlife for the Purposes stated below.
You consent to Singlife:
i. collecting, processing and disclosing your personal data (whether obtained from Outside or obtained from other sources; existing to Singlife records; or to be collected in the future) for the following purposes (“Purposes”):
a. To issue and administer the GPA cover with Singlife and such other purposes ancillary or related to the administering of the policy cover, including the processing of personal data for underwriting and/or claim purposes;
b. For statistical, research, compliance, audit and regulatory purposes; and
c. To provide you with general information on product enhancements and services relevant to your needs as well as to provide financial advice or product recommendations to you, where applicable; and
ii. disclosing and/or transferring your personal data to Singlife related group of companies, third party service providers, reinsurers, suppliers and intermediaries (including your financial adviser, where applicable), whether located in Singapore or elsewhere, for the aforementioned Purposes.
You confirm that you have read, understood and agree to be bound by the terms of Singlife’s Data Protection Notice (which may be found on https://singlife.com/en/pdpa) as may be amended, supplemented and/or substituted by Singlife from time to time, and confirm that you are aware that the latest version of such terms (amended, supplemented and/or substituted version) will be posted on Singlife’s website and such version shall bind you upon posting and/or where you continue to use the relevant products and services offered by Singlife to which such terms relate to.
This coverage is designed to provide protection in the event of personal accidents that may occur while You are actively engaged in shifts arranged through our Platform. The terms and conditions of this GPA policy are governed by the agreement between Outside and Singlife. Full details of the standard terms and conditions of this policy can be found in the product summary in the relevant certificate of insurance which will be provided to You.
In the event You are injured while providing Services under this Agreement, You acknowledge and understand that You will not be covered by any workers compensation insurance coverage that Outside may provide to its employees.
In the event Your actions cause an injury to a third-party while You are providing Services under this Agreement, You acknowledge and understand that You will not be covered by any general liability or automobile liability insurance coverage that Outside may have. You further acknowledge and understand that Outside is not making any commitment to defend and/or indemnify You in such circumstances, and specifically denies such obligation.
You agree to indemnify, defend, and hold harmless Outside, including all parent, subsidiary, and/or affiliated companies, as well at its and their past and present successors, assigns, officers, owners, directors, representatives, attorneys, employees, and agents (collectively “Indemnitees”) from: (1) any and all claims, demands, damages, lawsuits, losses, liabilities, and causes of action arising directly or indirectly from, as a result of, or in connection with the actions or omissions of You and/or any Subcontractor under this Agreement, including but not limited to personal injury to or death of any person (including You and/or any Subcontractor); (2) any liability arising from Your failure to comply with the terms of this Agreement; (3) any and all tax liabilities and responsibilities for payment of all federal, state, and/or local taxes, including but not limited to all payroll taxes, self-employment taxes, workers’ compensation premiums, and any contributions imposed or required under federal, state, and/or local laws, that are owed by You with respect to Your and/or any Subcontractors using the Outside Platform to provide Services; and (4) all costs associated with Your business, including but not limited to the expense and responsibility for any and all applicable insurance, local, state, and/or federal licenses, permits, taxes, and assessments of any and all regulatory agencies, boards, or municipalities, including assessments regarding the worker classification of You and/or Your Subcontractor(s), if any.
You agree that Your obligations in this Section shall include the cost of defence, including attorneys’ fees, as well as the payment of any final judgement rendered against or settlement agreed upon by Outside or any of the Indemnitees.
You explicitly agree that, unless otherwise prohibited by law, Outside may satisfy Your indemnity obligation (in whole or in part) by way of deduction from any payment due to You from Outside.
Limitation on Liability
In no event will outside, its parents, subsidiaries, affiliates including partners, or other related entities, and each of their respective officers, directors, employees, agents, or shareholders (collectively “Outside” for purposes of this section), be liable to you for any incidental, special, exemplary, punitive, consequential, or indirect damages (including damages for deletion, corruption, loss of data, loss of programs, failure to store any information or other content maintained or transmitted by the Outside Platform, service interruptions, or for the cost of procurement of substitute services) arising out of or in connection with the Outside Platform or this agreement, however arising, including negligence, even if we or our agents or representatives know or have been advised of the possibility of such damages.
Intellectual Property Rights
You agree that Outside shall own all right, title and interest (including all intellectual property rights of any sort throughout the world) relating to any and all inventions, works of authorship, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by or for or on behalf of You during the term of this Agreement that relate to the subject matter of or arise out of or in connection with the Services or any Proprietary Information (as defined below) (collectively, “Inventions”) and You will promptly disclose and provide all Inventions to Outside. You hereby make all assignments necessary to accomplish the foregoing ownership, and you agree to assist Outside, at Outside’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce and defend any rights assigned. You hereby irrevocably designate and appoint Outside as your agent and attorney-in-fact, coupled with an interest to act for and on Your behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by You and all other creators or owners of the applicable Invention.
If any part of the Services or Inventions or information provided hereunder is based on, incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating technology or intellectual property rights owned by or licensed to You (or any person involved in the Services) and not assigned hereunder, You hereby grant Outside and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and licence to exploit and exercise all such technology and intellectual property rights in support of Outside’s exercise or exploitation of the Services, Inventions, other work or information performed or provided hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them).
To the extent allowed by law, any licence granted Outside hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively “Moral Rights”). Furthermore, You agree that notwithstanding any rights of publicity, privacy or otherwise (whether or not statutory) anywhere in the world, and without any further compensation, Outside may and is hereby authorised to (and to allow others to) use Your name in connection with promotion of its business, products or services. To the extent any of the foregoing is ineffective under applicable law, You hereby provide any and all ratifications and consents necessary to accomplish the purposes of the foregoing to the extent possible and agree not to assert any Moral Rights with respect thereto. You will confirm any such ratifications and consents from time to time as requested by Outside. If any other person is in any way involved in any Services, You will obtain the foregoing ratifications, consents and authorizations from such person for Outside’s exclusive benefit.
Proprietary Information & Confidentiality
You agree that all Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to Partners or employees) developed, learned or obtained by or on behalf of You during the period that you provide the Services that relate to Outside or Partners, or to the business or demonstrably anticipated business of Outside or Partners, or in connection with the Services or that are received by or for Outside or any Partner in confidence, constitute “Proprietary Information.” Proprietary information also includes information received in confidence by Outside from its Partners, suppliers, or other third parties, but shall not include any information to the extent You can document: (a) is or becomes part of the public domain through no action or omission by You; or (b) was possessed by You without an obligation of confidentiality prior to its disclosure under this Agreement.
You agree that You shall hold in confidence and not disclose or, except in performing the Services, use, or permit to be used, any Proprietary Information. Upon termination or as otherwise requested by Outside, You will promptly provide to Outside all items and copies containing or embodying Proprietary Information, except that You may keep Your personal copies of Your compensation records and this Agreement.
You further agree that you have not brought and will not bring to Outside or Partners, or use in the performance of the Services, any other party’s Proprietary Information or materials or documents of another party considered confidential unless You have first obtained written authorization from such party for the possession and use of such materials and have received Outside’s prior written consent to use such materials.
If You become legally compelled to disclose any Proprietary Information, other than pursuant to a confidentiality agreement, You will provide Outside prompt written notice of such disclosure and will cooperate with Outside should Outside seek a protective order or another appropriate remedy. If Outside waives Your compliance with this obligation or fails to obtain a protective order or other appropriate remedy, You will furnish only that portion of the Proprietary Information that is legally required to be disclosed; provided that any Proprietary Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.
You also recognise and agree that You have no expectation of privacy with respect to Outside’s telecommunications, networking, or information processing systems (including, without limitation, stored computer files, email messages and voice messages), and that Your activity, and any files or messages, on or using any of those systems may be monitored at any time required.
As additional protection for Proprietary Information, You agree that during the period over which You provide Services under this Agreement, You will not encourage or solicit any employee or contractor of Outside to leave Outside for any reason.
Warranties and Other Obligations
You represent, warrant, and covenant that:
You will perform and/or cause to be performed all Services under this Agreement in a professional and workmanlike manner;
None of such Services nor any part of this Agreement is or will be inconsistent with any obligation You may have to others;
All work under this Agreement shall be Your original work and none of the Services or Inventions nor any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, You);
You have the full right to provide Outside with the assignments and rights provided for herein (and have written enforceable agreements with all persons necessary to give You the rights to do the foregoing and otherwise fully perform this Agreement);
You shall comply with all applicable laws, Outside guidelines, and the safety rules of Clients in the course of performing the Services; and
If Your work requires a licence, You have obtained that licence and the licence is in full force and effect.
You represent, warrant, and covenant that there exist no actual or potential conflicts of interest concerning the Services to be performed under this Agreement, and that You will advise Outside at such time as any activity of either Outside or another business presents You with a conflict of interest or the appearance of a conflict of interest. You agree that in any such circumstance, You will take whatever action is requested by Outside or Clients to resolve any conflict or appearance of conflict which it finds to exist.
You further represent and warrant that You have full power and authority to enter into this Agreement and perform Your obligations hereunder.
Term and Termination
This Agreement shall remain in full force and effect for a term of one (1) year (the “Term”) from the date it is accepted by You. At the end of each Term, this Agreement shall automatically renew for an additional Term of one (1) year. This Agreement may not be terminated early without penalty except as follows:
On a date which the parties have mutually agreed in writing (electronic communication sufficient);
By either party upon thirty (30) days written notice (electronic communication sufficient).
If one Party has materially breached this Agreement, as outlined in 15.2, immediately upon written notice to the breaching Party (electronic communication sufficient), with such notice specifying the breaching conduct;
The following acts and/or occurrences shall constitute a material breach of this Agreement:
Failure by Outside to remit Contractual Remuneration to You within thirty (30) days of completing a Job Request for which such payment is owed;
Any act by a Party that causes the other Party to violate its obligations under any prevailing laws;
Failure to pass any legally authorised background check;
Failure by you to maintain all licences (including business licences), permits, authorizations, registrations, and/or other prerequisites to provide any Services under this Agreement and/or as required by law;
Conduct by You, documented by a Client, employee of Outside, or any other third-party, that a reasonable person as determined by Outside in its sole discretion would violate our Community Guidelines, including without limitation conduct that is discriminatory, physically threatening, highly offensive, or harassing;
Failure by You to reasonably cooperate with Outside in the investigation of or respond to any claim (insurance, civil, or otherwise) arising out of or related to Your alleged or actual acts or omissions while using the Platform;
Documented abuse or manipulation of promotions or referral programs offered by Outside;
Using or attempting to use more than one Account or an Account that was not created by You, including attempting to obtain multiple opportunities to opt out of this.
Repeated Failure by You, as determined by Outside in its sole discretion, to complete a Job Request in the manner specified by the Client without waiver of the obligation as communicated by Outside;
Failure by You to provide Your Services under this Agreement in a manner consistent with Outside’s effective operation of the Outside Platform.
Upon termination of this Agreement, Outside shall pay You all unpaid Contractor Remuneration due for Services completed prior to notice of such termination, and shall retain the full amount of any fee paid to Outside by any Client in connection with Your Job Request. The portions of this Agreement intended to survive termination, including without limitation the Parties’ obligations regarding indemnity, and dispute resolution, limitation on liability, assignment of invention, and Proprietary Information and confidentiality shall survive any termination or expiration.
This Agreement and the Services contemplated hereunder are personal to Contractor and Contractor shall not have the right or ability to assign, transfer or subcontract any rights or obligations under this Agreement without the written consent of Client. Any attempt to do so shall be void. Clients may fully assign and transfer this Agreement in whole or part.
All notices under this Agreement shall be in writing and shall be deemed given when personally delivered, or three days after being sent via electronic mail (e-mail)/ registered mail to the address of the party to be noticed as set forth herein or to such other address as such party last provided on the platform.
Any breach of Sections 13 (Intellectual Property Rights), 14 (Proprietary Information & Confidentiality), and/or 15 (Warranties and Other Obligations) or will cause irreparable harm to Clients for which damages would not be an adequate remedy, Client will be entitled to injunctive relief with respect thereto in addition to any other remedies. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
Paragraph titles and headings are provided for reference only and do not affect the substantive provisions of this Agreement.
This Agreement and the documents incorporated herein constitute the entire agreement between the parties and supersede all previous agreements or representations, written or oral, with respect to the subject matter hereof. You represent and warrant that You are not relying on any statement or representation not contained in this Agreement. To the extent any terms set forth in any exhibit or schedule conflict with the terms set forth in this Agreement, the terms of this Agreement shall control unless otherwise expressly agreed by the Parties in such exhibit or schedule.
If you wish to report a violation of this Agreement, have any questions or need assistance, please contact Outside at hello@Outside.sg.