Terms of Service

1. Introduction

  1. These terms, along with our Policies, apply to the Services that we (Outrun Global Limited) provide to you anytime, whether now or in the future.

  2. Where there is any conflict between these terms of service and the provisions in the relevant Terms of Reference or any other agreement or documents relating to the Services, these terms shall prevail to the extent of the inconsistency, unless we have expressly stated in the other document that the terms in that document are to prevail.

2. Services

Services – General

  1. We will provide you with the Services described in each Terms of Reference and in accordance with these terms.

  2. We may decline any application for the Services (and/or any request for further Services) at our discretion and we do not have to disclose the reasons for our decision.

  3. We will use our reasonable endeavours to perform or deliver the Services in accordance with any timeframes specified in a Terms of Reference but unless we have agreed otherwise in writing, stipulations as to time are not of the essence.

  4. We will use all reasonable endeavours to ensure our Personnel providing the Services:

    1. engage with you and your Personnel professionally and with courtesy and respect; and

    2. comply with your health and safety policies, your security requirements, any code of conduct and all other reasonable directions given to them when in attendance at any business premises controlled by you.

  5. Where our Personnel need to access any of your business systems or technology in order to provide the Services to you, we will:

    1. use that access strictly for the purpose of providing the Services to you and for no other purpose;

    2. take all reasonable precautions in accordance with good industry practice not to introduce any virus or other malicious code into your business systems;

    3. comply with your reasonable security requirements and keep strictly confidential any password or other access codes you provide for the purpose of access and notify you immediately if we become aware or have grounds to believe any such log-on or password has been compromised or misused.

    Services - Dedicated Staff Solutions

  6. If we provide Dedicated Staff Solutions to you as part of the Services, the Dedicated Staff will work exclusively for you during their agreed working hours unless otherwise agreed in writing.

  7. We will:

    1. Provide the facilities, equipment and services for the Dedicated Staff as specified in the Terms of Reference (if any);

    2. Record attendance of the Dedicated Staff each working day and provide you with a log of attendance at regular intervals;

    3. Pay all wages, salaries and other employment benefits due to the Dedicated Staff;

    4. Fulfil all of our tax, insurance and superannuation obligations as the employer of the Dedicated Staff and otherwise comply with all employment laws and regulations applicable in the jurisdiction in which the Dedicated Staff reside and work; and

    5. Take such disciplinary action in relation to the Dedicated Staff as is lawful and we consider appropriate in our sole discretion. We shall liaise with you, as appropriate, in relation to the behaviour, conduct and performance of the Dedicated Staff.

  8. We will use reasonable endeavours to source and screen suitable potential Dedicated Staff in accordance with our usual processes and any written criteria and directions you have provided to us. The engagement of any particular Dedicated Staff is your decision and is entirely at your own risk. You agree that we shall not be responsible or liable to you, or to any third-party claiming through you, for any loss or damage suffered, claimed or arising from the performance (or lack thereof) of the Dedicated Staff, or your use or inability or failure to use the Dedicated Staff Solutions.

  9. As with your own employees and contractors, the Dedicated Staff may resign or otherwise cease their employment or engagement with us at any time. If that happens, they may no longer be available for us to continue to provide the Dedicated Staff Solutions to you. You agree that this is a normal incident of business and no compensation of any kind is payable by us in this event.

  10. Should any Dedicated Staff resign or otherwise cease employment with us during the term of the Dedicated Staff Solutions, we will immediately notify you.

    1. If any resignation or termination of employment does not reduce the number of Dedicated Staff below the level of any Minimum Commitment, either you or we may vary the relevant Terms of Reference to reduce the number of Dedicated Staff by the number of Dedicated Staff who have terminated their employment, by giving notice in writing to the other, such variation to be effective from the last day of employment of the relevant Dedicated Staff or such other date as we may agree. If not so varied, you may notify us in writing that you want us to source replacement personnel for you so we can continue to provide the Dedicated Staff Solutions to you. The costs for sourcing a replacement for the Dedicated Staff will be as specified in the Terms of Reference or as we may otherwise agree with you in writing.

    2. If the effect of any resignation or termination of employment is to reduce the number of Dedicated Staff below a Minimum Commitment, neither of us may terminate or vary the relevant Terms of Reference for the Dedicated Staff Solutions and you will continue to be charged our monthly management fee for the Dedicated Staff whilst we are sourcing a replacement.

  11. Should you require the Dedicated Staff to travel for training or any other lawful work-related purpose, you must obtain our prior written consent. We will withhold consent if the Dedicated Staff do not provide their informed consent to travel. We may also withhold our consent if we do not consider the proposed travel appropriate (for example, if there are any legal impediments to travel or health and safety concerns). If we give our consent for Dedicated Staff to travel, we may give that consent subject to any reasonable conditions that we, as their employer, deem necessary for the health, safety, comfort and security of the Dedicated Staff and in order to comply with all applicable laws. If travel proceeds, you agree to strictly comply with all such conditions.


    Services - Variations

  12. You may request changes to the Services described in a Terms of Reference provided that such request does not reduce the quantity of Services below any applicable Minimum Commitment. We will respond to any such valid requests within a reasonable time. Any agreed Variations to a Terms of Reference will be documented in writing. Following any such Variation, we shall each continue to perform our respective obligations under the Terms of Reference as so varied.

3. Your Responsibilities

Your Responsibilities – Charges

  1. You will pay the Charges for the Services and all other amounts payable by you under these terms, without set off or deduction and regardless of your utilisation of or the performance of the Services.


    Your Responsibilities - General

  2. You will:

    1. Utilise the Services, including any AI Agents and Dedicated Staff provided as part of the Services, only for proper and lawful purposes, for your own business and as otherwise contemplated in the Terms of Reference;

    2. provide our authorised Personnel with such access (whether remote or on-site) to your systems, Personnel and business premises as we reasonably require in order to provide the Services to you;

    3. provide a safe working environment for those of our Personnel (if any) who are required to attend any business premises you control in order to provide the Services and otherwise ensure you comply with all applicable health and safety obligations;

    4. make available those of your Personnel as are required for the delivery of the Services at agreed times and places and notify us as soon as practicable if events or circumstances require your Personnel to reschedule any agreed appointments or times relating to the Services;

    5. use all reasonable endeavours to treat, and ensure your Personnel treat, our Personnel and the Dedicated Staff (if any) with courtesy and respect at all times;

    6. promptly provide all the information, assistance and approvals that we may reasonably require so that we can fulfil our obligations to you under the Terms of Reference in a timely and efficient manner. In particular, you must respond to any request from us within the time frame stipulated in the request or, if no time frame is specified, within seven (7) days; and

    7. ensure that Your Materials and all other information you provide to us is complete and accurate, is not unlawful and does not infringe the Intellectual Property Rights of any third-party;

    8. keep strictly confidential any password and log-on we give you for access to Our Portal, the administration functions relating to the Services or any of our other systems or services. You will notify us immediately if you become aware or have grounds to believe any such log-on or password has been compromised or misused.

    9. Follow all reasonable instructions provided by us in respect of the Services and ensure that your Personnel who utilise the Services do likewise; and

    10. use the Services at all times strictly in accordance with our Acceptable Use Policy as amended by us from time to time. Our current Acceptable Use Policy can be viewed at https://www.outrun.global/aup.

  3. You will not use the Services:

    1. in any way that is likely to mislead or deceive others or cause damage to our reputation or the reputation of any third-party;

    2. in a manner that causes or may cause us, in the course of providing the Services or otherwise fulfilling our obligations under a Terms of Reference, to infringe upon any other person's Intellectual Property and you agree to indemnify us from and against any action taken by a third party against us in respect of any such infringement; and

    3. for any offensive, harmful, upsetting, unlawful, or otherwise objectionable purpose. This includes complying with the Electronic Messages Act 2007, the Harmful Digital Communications Act 2015 and similar legislation in any other jurisdiction that applies to you or to us.

    Your Responsibilities – Dedicated Staff Solutions

  4. Unless you have elected otherwise in the relevant Terms of Reference, you are responsible for:

    1. providing the instructions, training and direction as may be necessary to ensure the Dedicated Staff can perform the lawful tasks and duties you allocate to them; and

    2. promptly providing any further direction, information or feedback that may be reasonably requested by the Dedicated Staff.

  5. You may communicate with the Dedicated Staff on work e-mail accounts, messaging platforms and voice services that either you or we have provided for their use in conjunction with the Services at any time but unless we have otherwise agreed in writing, you will not:

    1. require any reply or response from the Dedicated Staff outside of their normal working hours; or

    2. contact or attempt to communicate with the Dedicated Staff on any personal phone number, account or messaging service used the Dedicated Staff.

    Notwithstanding the above, we may endeavour to facilitate your communication with the Dedicated Staff outside of their normal working hours and/or on personal numbers or accounts where there is a legitimate need to do so (for example, in the event of a genuine emergency that relates to the Dedicated Staff) and where we are able to facilitate such communication for you.

  6. You will:

    1. not subject or expose the Dedicated Staff (if any) to any form of bullying, harassment or unlawful discrimination;

    2. Provide such training and professional development to the Dedicated Staff as you deem necessary or appropriate at your absolute discretion and cost (including any costs of travel and accommodation);

    3. Make the Dedicated Staff aware of and ensure their compliance with any codes, policies and regulations (including any industry codes, standards or regulations) that apply to their work for you;

    4. Take all such reasonable precautions and measures, as you do with your own employees, to safeguard your Intellectual Property and confidential information from misuse or disclosure by the Dedicated Staff;

    5. Promptly notify us of any actual or suspected misconduct by any Dedicated Staff and any behavioural concerns you have regarding the Dedicated Staff and provide reasonable assistance to us in investigating such activities; and

    6. Not, without our prior written agreement, subcontract, assign or make the Dedicated Staff available on a secondment or similar arrangement for the use or benefit of anyone outside of your own business, nor you will attempt to do any of those things.

    Your Responsibilities – Restrictive Covenants

  7. In consideration of our agreement to provide you the Services, you agree that during the term of the Terms of Reference and for a period of twelve months following the termination of a Terms of Reference (for whatever reason):

    1. you will not, whether directly or indirectly and in any capacity whatsoever, induce, or attempt to induce any of our Personnel or the Dedicated Staff to terminate their employment or contractual relationship with us;

    2. you will not engage or employ, either directly or indirectly nor aid or facilitate the engagement or employment of any Personnel or, other than as permitted in clause 3.viii, any Dedicated Staff who are or were employed or contracted by us or any related company of ours in relation to the supply of the Services (whether to you or to any other customer of ours);

    3. you will advise us if any Personnel or any Dedicated Staff employed or contracted by us or any related company seeks to be directly employed or contracted by you; and

    4. you agree that the restraints imposed as part of this clause are reasonable and go no further than is reasonably necessary to protect our legitimate business interests, including in relation to Confidential Information and Intellectual Property.

  8. In the event that you wish to directly engage (whether as an employee, independent contractor or otherwise) any Dedicated Staff who have worked for you at any time during the previous twelve months, we may permit you to do so (in our sole and absolute discretion):

    1. Subject to the relevant Dedicated Staff providing their informed consent to such an arrangement; and

    2. On your payment to us of a break fee equal to the total of three (3) months of: (1) our management fee; and (2) the remuneration payable (or that was payable) for the Dedicated Staff whom you wish to engage directly.

4. Charges and Payment

  1. The Charges for the Services as at the start date of those Services are as detailed in the Terms of Reference. The Charges are subject to clause 4.ii and changes as a consequence of any agreed Variations.

  2. We will review the Charges from time to time. We may change the Charges:

    1. With your consent. You may give such consent, for example, if you agree that any Dedicated Staff should receive an increase in their remuneration;

    2. By giving you no less than three (3) months’ notice of any proposed change provided that, if the affected Services are subject to a Minimum Commitment with more than 3 months remaining, such change shall not apply until the end of that Minimum Commitment except where such change in the Charges is made in accordance with clause 4.ii.c; or

    3. In the event of any increase in the cost to us of the Dedicated Staff Solutions as a result any government order, legislation, regulation, annual inflation in excess of 5% in the Philippines or New Zealand (as reviewed quarterly year-over year) or other factor outside of our reasonable control. In this event, we will notify you as soon as possible of the cost increase and any revision to the Charges that may result.

    You agree to pay the Charges as so revised unless and until the Services are terminated in accordance with these terms.

  3. All Charges are expressed in the currency specified in the Terms of Reference and payment must be made in that currency unless expressly stated otherwise in the Terms of Reference. All Charges are exclusive of all taxes and duties, such as Goods and Services Tax (GST) or Value Added Tax (VAT), and such taxes and duties (if any) shall be paid in the same currency specified in the Terms of Reference.

  4. We will invoice you for the Services as provided in the relevant Terms of Reference. If not specified otherwise in the Terms of Reference, we will invoice you on a monthly basis:

    1. in advance for the CMO Evaluation Services; and

    2. in advance for the recurring costs associated with the AI Services, Dedicated Staff Solutions and any other on-going Services; and

    3. in arrears for any procurement costs related to the Dedicated Staff Solutions, any implementation and configuration of AI Services, Tech Optimisation Services and additional Services (if any) provided during the preceding month.

    Any credits or refunds applicable to the Charges will be credited monthly in arrears and applied to the next invoice.

  5. Unless otherwise specified, you agree to pay all invoices within 7 days of the invoice date (time being strictly of the essence) utilising one of the payment options we provide in your jurisdiction. You shall not be entitled to set off against, or deduct from the Charges, any sums owed or claimed to be owed to you by us nor to withhold payment of any invoice because part of that invoice is in dispute except as permitted in clause 4.vi.

  6. If you, acting reasonably and in good faith, consider that an invoice contains an error, you must notify us as soon as possible (and, in any event, within the period specified in clause 8.v) providing details of the error. In that event, the following shall apply:

    1. if you have provided us with notice before the due date of the relevant invoice, you may withhold payment of any disputed amount. You must still pay any undisputed amount by the due date;

    2. We will promptly investigate the matter and inform you as to whether we agree that the invoice contains an error. If we agree that we have made a mistake, we will promptly correct the relevant invoice.

    3. If we find there is no mistake or if a reduced amount is still payable, you will pay the outstanding amount by the due date of the invoice. If the due date of the invoice has already passed, you will immediately pay any outstanding amount and we may charge you interest at the rate provided in clause 4.vii.e from the date we give notice under the preceding sub-paragraph (b) to the date of actual payment of the overdue amount;

    4. If we agree there is an invoice error and we are required to make any refund to you, we may at our election, repay that sum to you or apply that sum as a credit to your next invoice or to any other outstanding invoice we have issued to you.

    5. If you do not agree with the results of our investigation under sub-paragraph (b), you must advise us in writing within 7 days of receiving our response, time being of the essence ("invoice dispute"). If you provide such notice, either of us may then refer the invoice dispute to the dispute resolution procedure in clause 13.

  7. If you do not pay the Charges on time we may, at our option do any or all of the following:

    1. suspend or restrict your use of the Services;

    2. terminate the relevant Terms of Reference in accordance with clause 10;

    3. refer your account to our debt collection agency;

    4. charge you all collection costs incurred by us, and you agree to indemnify us from and against all costs and disbursements incurred by us in recovering the unpaid Charges (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, our collection agency costs, and bank dishonour fees);

    5. charge you default interest from the date when payment became due, until the actual date of payment of all amounts owing (including default interest), at a rate of two percent (2%) per calendar month (which shall at our sole discretion compound monthly at such a rate) after as well as before any judgement; and

    6. set-off any amounts due from you against any moneys that we may owe to you or apply any credit or moneys that we hold for you.

5. Intellectual Property

  1. We and our suppliers own:

    1. all existing Intellectual Property Rights in Our Portal and the Services;

    2. all modifications, developments or enhancements of our existing Intellectual Property developed or created by us, our Personnel and Dedicated Staff in connection with the Services or Our Portal; and

    3. all other new Intellectual Property (if any) developed or created by us, our Personnel and Dedicated Staff in connection with the Services and Our Portal, except only for any new Intellectual Property created as provided in clause 5.iii.b.

    (collectively, “Our IP”).

  2. Provided you meet your payment obligations for the Services, you are granted a personal, non-exclusive, non-transferable license to use Our IP for the term of and in the manner anticipated in the Terms of Reference. We warrant that we have the right to grant you a licence to use Our IP in the manner anticipated in the Terms of Reference. However, unless we have expressly agreed otherwise in writing, no license is given for you to modify, develop or improve Our IP, to create any derivative works based on Our IP or to use Our IP to develop any products, services or software that will be sold by you or anyone else.

  3. You:

    1. and your suppliers own and retain all Intellectual Property Rights in Your Materials. You grant us a limited licence to use, copy and incorporate Your Materials into the Services to the extent required and for the sole purpose of providing the Services to you; and

    2. own all Intellectual Property Rights in new Intellectual Property (if any) created by:

      1. AI Agents as part of the Services; and

      2. by the Dedicated Staff in the course of the work they undertake for you as part of the Services

      and, in each case, which new Intellectual Property is not otherwise Our IP.

6. Confidential Information

  1. Each party will keep all information about the Terms of Reference, the Services and other information that is confidential to the other party ("Confidential Information") confidential and will not use or disclose this information to a third party other than:

    1. with the prior written consent of the other party;

    2. for the purposes of fulfilling our obligations to each other under the Terms of Reference and these terms;

    3. as may be otherwise permitted in these terms; and

    4. as required by law and then only to the minimum extent required.

  2. Confidential Information does not include information that is generally known and available without a party having breached its obligations under this clause; or is, or has been, independently and lawfully acquired or developed without the benefit or use of the other party's Confidential Information.

  3. We will use reasonable endeavours to ensure that at the outset of their engagement with us, the Dedicated Staff are made aware that they are obliged to retain and keep confidential your Confidential Information and to use that information strictly and only in connection with their work for you as part of the Services.

  4. Provided we have discharged our obligations in clause 6.iii, we will not otherwise have any liability whatsoever to you for any misuse or disclosure of your Confidential Information by the Dedicated Staff. Each party shall otherwise be responsible for ensuring that its Personnel abide by the obligations of confidentiality in clause 6.i.

7. Warranties

  1. We warrant:

    1. that we will provide the Services in accordance with all applicable laws, in a competent and professional manner and with reasonable diligence, care and skill;

    2. that the Services will conform in all material respects to the specifications and description of those Services in the relevant Terms of Reference; and

    3. subject to clause 7.iii.b, that the Services do not infringe the intellectual property rights of any third party.

  2. The warranties in clauses 7.i.b and 7.i.c do not apply to any deviation, defect or failure of the Services to the extent that is attributable to or is caused directly or indirectly by your misuse or any alteration or modification made by you or any third-party to the Services that we have not approved in writing.

  3. We provide no warranty:

    1. as to the results or outcomes you may achieve from your use of the Services;

    2. as to content generated by any AI Agent, including that such content does not infringe the Intellectual Property rights of any third party.

    3. that AI Services and Tech Optimisation Services provided as part of the Services (if any) will be completely free of defects or errors or will operate on all devices, browsers and operating systems.

  4. We do not warrant that the AI Services and Tech Optimisation Services (if any) will:

    1. be completely free of defects or errors or will operate on all devices, browsers and operating systems; or

    2. operate continuously or without fault,

    but we will use our reasonable endeavours to rectify any defects or errors and to minimise the duration of any faults or interruptions to those Services to the extent that is within our control.

  5. Except as expressly stated in these terms, all other warranties and conditions, express or implied, are excluded to the maximum extent permitted by law.

  6. Where we have recommended that you use a Third-Party Provider's products or services in conjunction with the Services:

    1. you agree that we will have no liability (however arising) in respect of such products or services or the provision of such products and services to you;

    2. the products and services provided by Third-Party Providers may be subject to the terms and conditions of those Third-Party Providers and you are responsible for reading and complying with such terms and conditions; and

    3. we may receive a payment or some other incentive from the relevant Third-Party Provider as a consequence of our recommendation you use their products or services.

  7. You agree that that the Services are purchased by you for the purpose of your business or undertaking and:

    1. the provisions of the Consumer Guarantees Act 1993 and sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply; and

    2. it is fair and reasonable that you and we are bound by this provision.

8. Liability

  1. You agree that we should not be exposed to your business and operational risks and so:

    1. we will not be liable for the results you achieve (or fail to achieve) from your use of the Services, including any failure to achieve expected savings, performance targets or profits; and

    2. if there is a Claim by any third party or a dispute between you and any third party relating to your use of the Services (which claim is not covered by the warranty in clause 7.i.c), the content generated by any AI Agent or the work any Dedicated Staff undertake for you as part of the Services, you acknowledge that it is your responsibility to resolve such Claim or dispute with the third party and you agree:

      1. we and our Personnel shall have no liability whatsoever to you or the third party in relation to any such Claim;

      2. the Dedicated Staff shall have no liability whatsoever to you or the third party in relation to such Claim unless that Claim is a direct consequence of the wilful misconduct, dishonesty or fraudulent behaviour of the Dedicated Staff; and

      3. to indemnify us, our Personnel and, subject to the proviso in the immediately preceding paragraph, the Dedicated Staff, from and against all claims, proceedings or actions by such third party against us including costs (legal or otherwise) that we may incur in defending such Claims, proceedings or actions on a full indemnity basis.

  2. To the maximum extent permitted by law, we will not be liable to you, or any third party, in any way whatsoever for any:

    1. misuse, loss, damage to or corruption of your information or data from any cause, including as a consequence of the action or inaction of any Dedicated Staff;

    2. misconduct, dishonesty or fraudulent behaviour of the Dedicated Staff; or

    3. breach of security except only to the extent that breach is attributable to our own gross negligence.

  3. Neither you nor we shall be liable to the other party for any:

    1. loss of anticipated profits, savings or revenue; or

    2. incidental, indirect, special or consequential loss or damage, and

    3. the maximum aggregate liability of a party to the other arising out of any Claim will under no circumstances exceed an amount equal to the lesser of $100,000 or the total Charges payable by you under the relevant Terms of Reference in the three (3) month period immediately preceding the event giving rise to liability or where more than one such event, the last of those events. Nothing in this clause 8.iii shall limit:

      1. a party’s liability in relation to death or injury to persons, deliberate damage to tangible property or a breach of clause 6;

      2. your liability to pay the Charges and any amounts payable by you under clauses 3.viii, 10.v.c and 10.v.d or for a breach of clause 3.vii; or

      3. your liability under the indemnities in clauses 3.iii.b and 8.i.b.3.

  4. The limitations and exclusions of liability in this clause 8 shall apply however liability arises, whether in contract, tort (including negligence), breach of statutory duty or otherwise.

  5. You and we each agree that it is beneficial for any issues, disputes or Claims that may arise between us to be raised and dealt with promptly. It is therefore agreed that:

    1. a party with a Claim against the other ("Claimant") will provide written notice of that Claim to the other party as soon as reasonably practicable upon becoming aware of the Claim and in any event:

      1. a Claim relating to defective Services must be notified no later than 90 days (time being of the essence) after the delivery of those Services; and

      2. any other Claim must be notified no later than 90 days (time being of the essence) after date on which the Claimant first became aware or ought reasonably to have been aware of the Claim, whichever is the earlier.

    2. a party shall have no liability to the other in respect of a Claim not notified by the Claimant in accordance with clause 8.v.a; and

    3. in any event, no arbitration, legal proceedings or other action, regardless of form, arising out of a Claim may be brought by either party more than 12 months after the date of the act or omission giving rise to the Claim (or, if more than one, the last of such acts or omissions).

9. Suspension of Services

  1. We may suspend the provision of the Services to you:

    1. with at least seven days’ prior notice if you do not meet all of your responsibilities under the relevant Terms of Reference or these terms, and at the end of that seven-day notice period you still have not fulfilled your required responsibilities;

    2. immediately, if we reasonably believe you are using the Services for any unlawful purpose;

    3. immediately in an emergency, where required by law or whenever we or any other appropriate person considers that it is necessary or reasonable to protect persons, systems or other property;

    4. if we are subject to any Force Majeure Event; or

    5. The Dedicated Staff are subject to any Force Majeure Event that exceeds or that we reasonably expect to exceed fourteen days.

  2. Except for any suspension of the Services under subclauses 9.i.c - 9.i.e, the Charges will continue to apply where we have suspended the Services under clause 9.i. You agree that we shall have no liability to you in respect of any loss (including loss of profit), cost or damage suffered or incurred by you as a result of any suspension of the Services.

  3. Where we have suspended the Services under clauses 9.i.c. or 9.1.d, we will use our reasonable endeavours to restore the Services as soon as practical.

10. Termination

  1. Termination for Convenience

    In addition to the rights of termination available in the circumstances outlined in clause 2.x, either of us may terminate the Services with no less than three (3) months' written notice to the other provided that, where the Services are subject to any Minimum Commitment, any such notice given by:

    1. Us, will only take effect at the end of that Minimum Commitment; and

    2. You that takes effect before the end of that Minimum Commitment, will require payment of any applicable Early Termination Charges in accordance with clause 10.v.d.

  2. Termination for breach
    You or we may terminate the Terms of Reference at any time if the other party:

    1. Is placed into voluntary administration, receivership or liquidation or is subject to any other analogous form of insolvency administration or, being a natural person, becomes a bankrupt or dies;

    2. Commits a material breach of the Agreement that is not reasonably capable of being remedied;

    3. Commits a breach of the Agreement and fails to remedy that breach within 20 days of being given written notice of such breach (which in the case of any breach by us, must be e-mailed to [email protected]).

  3. Termination by us

    In addition to the rights of termination in clause 10.ii, we may terminate a Terms of Reference with immediate effect if you:

    1. In any way abuse, bully, harass or threaten (including, but not limited to, threats of abuse or retribution or using any form of cyber-bullying) our Personnel or the Dedicated Staff;

    2. In our reasonable opinion are using or have used the Services for any illegal, immoral or objectionable purpose.

  4. Termination by you

    You may terminate a Terms of Reference where we have suspended the Services under any of clauses 9.i.c - 9.i.e for a continuous period of more than 60 days.

  5. Consequences of termination

    Upon termination:

    1. we will immediately cease providing the Services, or, if the Services have already been suspended, we will not provide any further Services;

    2. any licence granted for you to use Our IP is immediately revoked;

    3. we will invoice you, and you will immediately pay without set-off or deduction the amount invoiced on receipt of the invoice, for any Charges incurred but not yet invoiced as at the date of termination;

    4. if termination is:

      1. for convenience by you under clause 10.i (which, to avoid doubt, does not include a termination by you under clause 10.iv); or

      2. by us under clause 10.ii. or 10.iii,

      in each case during any applicable Minimum Commitment, you must pay the Early Termination Charges as a genuine agreed pre-estimate of the costs and losses sustained by us as result of that termination;

    5. you will not be entitled to a refund of any of the monies already paid by you for the relevant Services for any period after the date of termination;

    6. we may continue (in our sole and absolute discretion) to employ, contract, or in any other way engage with the Dedicated Staff including redeploying such Dedicated Staff for the delivery of services to another client; and

    7. we will be regarded as wholly discharged from any further obligations or performance for the Services with effect from and on the date of termination.

  6. Effect of Termination

    Termination or cancellation of a Terms of Reference shall not relieve either party from any right, liability, or claim that has accrued on or before the date of termination or cancellation. Termination shall not affect the operation of any clause that is intended to survive termination including clauses 5, 6, 7, 8, 10, 13 and 14 of these terms which will survive termination or cancellation of a Terms of Reference.

11. Marketing

  1. We may include a generic reference to our customers by type, size, general industry, level of cost savings achieved in our marketing materials or on any website we operate. We will not disclose any names, descriptions or other details that identify you as a customer of the Services without your prior written consent.

  2. You agree that we may send you e-mails or other types of communication with articles and information about our organisation and products and services from time to time that we think may be of interest to you. You may elect not to receive such communications at any time by following the unsubscribe process included with the communication or by contacting our support team on [email protected].

12. Variation of Terms

  1. We may amend or replace these terms of service from time to time. We will post the amended or replacement terms ("Amended Terms") on our website and we will communicate these changes to you via email or by notifying you via Our Portal. If you object to the Amended Terms, you must notify us by emailing [email protected].

  2. You will be taken to have accepted the Amended Terms and the Amended Terms will apply to the Services on the first to occur of:

    1. you making any new request for us to provide Services to you; or

    2. where any Minimum Commitment applies to Services, at the end of that Minimum Commitment or the date 3 months from the date we give notice, whichever is the later.

  3. If you are in any doubt as to the current terms of service that apply to the Services, please visit our website www.outrun.global or contact our support team on [email protected].

13. Disputes

  1. Principles

    The following principles apply to any dispute or difference arising out of or in connection with these terms, a Terms or Reference or the Services ("dispute"):

    1. each party shall use all reasonable efforts in good faith:

      1. to resolve any dispute; and

      2. subject to the express rights of a party in these terms, to minimise the impact of any dispute.

    2. the dispute shall be confidential between the parties and their respective legal advisors, except as otherwise provided in this clause or to the extent a dispute is required to be disclosed by court order or any enactment or rule of law.

  2. Exclusive Process

    Any dispute that arises in connection with the Services shall be raised and resolved in accordance with this clause 13. Except only where a party is seeking urgent interlocutory relief, including in relation to the protection of confidential information or intellectual property or any breach or anticipated breach of clause 3.vii, no party may commence or maintain any action or proceedings in any court, tribunal or otherwise regarding a dispute without first giving a notice of dispute under clause 13.iii and complying with and completing the dispute resolution process under this clause.

  3. Notice of dispute

    A party must, as soon as reasonably practicable, give the other party notice ("Dispute Notice") of any dispute.

  4. Internal dispute resolution

    Following issue of a Dispute Notice, the parties will consult in good faith for a minimum of fourteen days to see if they can resolve the matter giving rise to the dispute themselves, including at least one meeting (whether in person or via audio-visual means of communication), between the parties' nominated representatives within fourteen days of issue of the Dispute Notice.

  5. Optional Mediation

    If the parties fail to resolve the dispute in accordance with clause 13.iv within 14 days of issue of the Dispute Notice, the parties may agree to a mediation of the dispute (which mediation shall be conducted in accordance with the mediation rules of the New Zealand Dispute Resolution Centre).

  6. Arbitration

    If there is no agreement to mediate, or if the parties have failed to resolve the dispute with mediation, either party may thereafter (but subject always to clause 8.v. and clause 13.vii) give notice to the other party requiring the dispute to be referred to and finally resolved by arbitration in accordance with the arbitration rules of the New Zealand Dispute Resolution Centre. The parties shall:

    1. Promptly each pay one-half of the preliminary costs of the arbitration as set out in the arbitration rules of the New Zealand Dispute Resolution Centre; and

    2. in consultation with the New Zealand Dispute Resolution Centre, endeavour to agree on the arbitrator to be appointed within ten days of the referral to arbitration but acknowledge that if agreement cannot be reached within that time, the decision on the appointment of the arbitrator shall be made by the New Zealand Dispute Resolution Centre.

  7. To the extent a Dispute Notice relates to any breach by you of clause 3.vii or any amount(s) payable by you under clause 3.viii or clause 10.v.d, arbitration of that dispute shall be at our election, which we may exercise at our sole and complete discretion.

14. General

  1. Each Terms of Reference and these terms comprise the entire agreement between you and us in respect of the Services and, unless expressly stated in the Terms of Reference, all prior agreements, warranties, representations, written, verbal or otherwise, are excluded and superseded. By accepting a Terms of Reference, you also confirm and acknowledge that you have not been induced to purchase the Services by any representation whether verbal, written or otherwise, made by or on behalf of us which is not expressly set out in that Terms of Reference.

  2. You agree that we are free to offer and provide services, that are the same or similar to the Services provided to you under a Terms of Reference, to other persons and companies.

  3. The failure by us to enforce any provision of these terms shall not be treated as a waiver of that provision, nor shall it affect our right to subsequently enforce that provision.

  4. If any of your contact details change, you agree to promptly provide us with your new contact details. We will send you notices and other communications to the last known contact details you have given to us.

  5. You and we (each a "representing party") warrant to the other that the representing party:

    1. has the power to enter into each Terms of Reference forming part of this agreement and has obtained all necessary authorisation to allow it do so; and

    2. is not insolvent and that this agreement creates binding and valid legal obligations on it.

  6. You may not assign any rights or obligations under these terms without our prior written consent. We may assign any rights under these terms without obtaining your prior approval. We may also sub-contract any of our obligations under these terms, but in so doing, will not be relieved of any liability to you under these terms.

  7. Nothing in these terms shall be construed as creating a relationship in the nature of principal and agent, partnership, joint venture or employer and employee between:

    1. you and us or any of our Personnel; or

    2. you and the Dedicated Staff.

  8. If a court of competent jurisdiction determines that any provision of these terms is illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect; and

  9. These terms and any contract to which they apply (including, but not limited to, the Terms of Reference) shall be governed by the laws of New Zealand and are subject to the exclusive jurisdiction of the Courts of New Zealand.

15. Definitions and Interpretation

"AI Agents" means the artificial intelligence agents we develop, programme and/or supply as part of the AI Services (if any).

  

"AI Services" means the AI Agents, AI-enhanced workflows and similar artificial intelligence services which we may provide or make available to you as part of the Services as further described in the relevant Terms of Reference.

"Amended Terms" has the meaning given to it in clause 12.

"Charges" means the charges payable by you to us for the Services under a Terms of Reference and shall include any amount payable in respect of any Variations. The Charges include the Dedicated Staff salary and other statutory entitlements, our management fees and fees for any other agreed additional services, facilities, equipment or support we provide in connection with the Services.

 

"Claim" includes any loss, damage or other cause of action arising under or in connection with the Services or a Terms of Reference, whether based on an action or claim in contract, equity, negligence, tort or otherwise.


"CMO Evaluation Services" means our cost model optimisation evaluation services as further described in the relevant Terms of Reference.

 

"Confidential Information" has the meaning given to it in clause 6.i.


"Dedicated Staff" means any part-time or full-time personnel of ours who are made available by us to you as part of the Dedicated Staff Solutions.

"Dedicated Staff Solutions" means the sourcing, resourcing and provision of Dedicated Staff as further described in the relevant Terms of Reference.

“Early Termination” means the termination of Services by you under clause 10.i. or by us under clause 10.ii. or 10.iii. in each case, during any Minimum Commitment applicable to those Services.

   

“Early Termination Charges” means the charges to be paid by you as a genuine agreed pre-estimate of the costs and losses we will likely incur in dealing with an Early Termination, and shall be equal to the Charges payable (or that were payable) under the relevant Terms of Reference for those Services for a period of three months or our management fees and/or subscription fees (as the case may be) that are or were payable until the end of the Minimum Commitment, whichever is the higher. To avoid doubt, in relation to a termination of Dedicated Staff Solutions under clause 3.viii, the Charges payable shall include both our monthly management fee and the remuneration for the relevant Dedicated Staff personnel.

  

"Force Majeure Event" means an event that is beyond our reasonable control but which excludes lack of funds for any reason and in any event that we could have avoided by taking reasonable steps or reasonable care.

The word "Includes" in any form is not a word of limitation.


"Intellectual property" has the meaning given to that term in article 2 of the Convention Establishing the World Intellectual Property Organisation of 1967 as subsequently amended.


"Intellectual Property Rights" includes copyright and all other worldwide rights conferred under statute, common law or equity in relation to Intellectual Property.

“Minimum Commitment” means any agreed minimum quantity of Services for a specified minimum term that may apply to certain Services as set out in the Terms of Reference.

"Order Form" means our order form (in whatever form that may take) approved or otherwise authorised by you or on your behalf, which specifies the Services you require from us and which shall include any Services ordered or authorised by you via our website or Our Portal.

  

"Our IP" has the meaning given to it in clause 5.i.

"Our Portal" means the web-based interface or application provided by us that may be used by you and our other clients to order Services, access our management tools, view reports, pay our Charges or otherwise interact with us.

"Personnel" means your employees, officers, contractors and agents (other than us and any Dedicated Staff) and in our case, means our employees, officers, contractors and agents other than the Dedicated Staff.


"Policies" means our privacy policy (which may be viewed at www.outrun.global/privacy), our acceptable use policy (which may be viewed at www.outrun.global/aup) and our modern slavery policy (which may be viewed at www.outrun.global/modern-slavery-policy).

"Proposal" means the proposal accepted or otherwise approved by you in respect of the Services.

  

"Services" means the 'Outrun-branded' services we provide to you pursuant to a Terms of Reference and which may include any or all of: the CMO Evaluation Services; AI Services; Dedicated Staff Solutions; and Tech Optimisation Services.

"Tech Optimisation Services" means our services relating to optimising the configuration and utility of your existing technology systems as further described in the relevant Terms of Reference.

"Terms of Reference" includes any Proposal, Order Form and Variations.


"Third-Party Provider" means a provider, other than us, of products or services forming part of or otherwise interfacing with the Services.

"Variations" means any agreed change made to the Services in accordance with clause 2.xii provided that such agreed change does not reduce the quantity of the Services below any applicable Minimum Commitment.

"we" or "us" means Outrun Global Limited and "our" has a corresponding meaning.

"you" means the client identified in the Terms of Reference and "your" has a corresponding meaning.

"Your Materials" means the data, images, video, presentations, files, documents, animations, software and other information or content owned or supplied by you which we have access to for the purpose of providing the Services.