Legal

General Service Agreement.

The terms under which Umbrella Talent provides business process outsourcing services to Australian businesses. This summary sits alongside your individual engagement contract — for binding terms in any particular engagement, the signed contract takes precedence.

Last updated: 13 May 2026

1. Scope of this agreement

This General Service Agreement ("GSA") describes the standard terms under which UMBRELLA TALENT Pty Ltd ABN [insert ABN] ("Umbrella Talent", "we", "us") provides recruitment, business process outsourcing, payroll, HR, and infrastructure services to its clients ("you", "the Client").

Each engagement is governed by a separate written agreement, statement of work, or order schedule. Where there is conflict between this GSA and a signed engagement agreement, the engagement agreement takes precedence for that engagement.

2. The services we provide

  • Recruitment & placement: sourcing, vetting, and placing remote professionals from our talent hubs in the Philippines, South Africa, and Fiji.
  • Payroll & HR: end-to-end employment administration for the placed team members, including statutory contributions in their country of residence.
  • Secure infrastructure: secure browser, Active Directory authentication, encrypted network connection to Australian-based data centres.
  • Ongoing support: performance management, wellbeing programs, and structured 30/60/90-day check-ins.

3. Fees and invoicing

  • Service fees are payable monthly in advance unless otherwise agreed in writing.
  • All fees quoted are in Australian Dollars (AUD) and are exclusive of GST unless stated.
  • Fees are fully inclusive of salary, statutory contributions, IT infrastructure, payroll administration, HR administration, and compliance — there are no additional line items.
  • Invoices are payable within 14 days of issue.

4. Term and termination

Engagements run for the term specified in the signed engagement agreement. Standard terms include:

  • An initial minimum term agreed per engagement.
  • 30 days' written notice to terminate after the minimum term.
  • Either party may terminate immediately for material breach not remedied within 14 days of written notice.

5. The team member relationship

Placed team members are employed or contracted by Umbrella Talent — not by you. You direct the day-to-day work and outcomes; we handle the employment, payroll, leave, and HR relationship.

This structure means you do not take on direct employment liability for the team member's country of residence. It also means HR-related issues (performance management, leave, conduct) are escalated through Umbrella Talent rather than handled directly by you.

6. Data, IP, and confidentiality

  • All Client data accessed by placed team members remains the property of the Client.
  • All intellectual property created by team members in the course of providing services to you vests in the Client, subject to standard customary carve-outs for pre-existing IP.
  • Both parties agree to keep confidential the other's confidential information for the duration of the engagement and for 5 years thereafter.
  • Umbrella Talent's infrastructure is independently audited under SOC 2 Type II and ISO/IEC 27001.

7. Compliance

  • We operate in accordance with the Australian Privacy Principles (Privacy Act 1988).
  • We comply with applicable employment law in each team member's country of residence.
  • For engagements where you operate in a regulated industry (financial services, healthcare, legal), we work with you during onboarding to map specific compliance obligations.

8. Liability

Our total aggregate liability under any engagement is limited to the fees paid by the Client to Umbrella Talent in the 12 months preceding the event giving rise to the claim.

Neither party is liable for indirect, consequential, or punitive damages, including loss of profit or loss of opportunity, except where such limitation is prohibited by law.

9. Disputes

The parties will first attempt to resolve any dispute through good-faith negotiation between senior representatives. Where a dispute cannot be resolved within 30 days, it will be referred to mediation in Brisbane before resorting to litigation.

This agreement is governed by the laws of Queensland, Australia.

10. Variation

This GSA may be varied by Umbrella Talent on 30 days' written notice. Engagement-specific agreements may only be varied by mutual written consent.

11. Contact

Legal & Compliance
Umbrella Talent Pty Ltd
Level 4, Heritage Lanes, 80 Ann Street
Brisbane QLD 4000, Australia
legal@umbrellatalent.com.au
1300 557 770