Standard EOR Terms

Schedule to NEO Marketplace Participation Agreement and NEO Customer Services Agreement

These Standard EOR Terms govern the delivery of Partner Services by Marketplace Partners to Customers through the NEO Platform. When a Marketplace Partner accepts a Work Order, these terms form a binding agreement between the Marketplace Partner and the Customer for that engagement.

1. Definitions

In these Standard EOR Terms, unless the context otherwise requires:

“Applicable Law” means all laws, regulations, orders, directives, and statutory requirements applicable to the Partner Services in the Specified Jurisdiction.

“Customer” means the party receiving Partner Services, whether contracting directly with NEO, through a Channel Partner, or as an end-client of a Channel Partner.

“Direct Employment Costs” means all salary, wages, bonuses, benefits, employer contributions, statutory payments, taxes, severance, and other remuneration payable to or in respect of a Resource under Applicable Law or the Employment Contract.

“Employment Contract” means the employment agreement executed between the Local Employer and a Resource.

“Local Employer” means the Marketplace Partner or its affiliate that acts as the legal employer of record for a Resource in the Specified Jurisdiction.

“Marketplace Partner” or “Provider” means the EOR service provider delivering Partner Services under these terms.

“NEO” means NEO Global Pty Ltd and its affiliates, operating the NEO Platform.

“Partner Services” means employer of record services, including employment, payroll processing, statutory compliance, benefits administration, and related workforce services delivered by the Local Employer.

“Platform” means NEO’s proprietary software platform for workforce management, employment coordination, and payment processing.

“Resource” means any individual employed by the Local Employer to perform services for Customer.

“Specified Jurisdiction” means the country or territory where a Resource is employed.

“Work Order” means a request submitted through the Platform to engage a Resource, specifying the role, compensation, jurisdiction, and other relevant details.

2. Formation of Agreement

2.1 Work Order Acceptance

When the Marketplace Partner accepts a Work Order through the Platform, these Standard EOR Terms form a binding agreement between the Marketplace Partner and the Customer for the specific engagement described in the Work Order.

2.2 Third-Party Beneficiary Rights

Customer is an intended third-party beneficiary of the Marketplace Partner’s obligations under these Standard EOR Terms. Customer may enforce these obligations directly against the Marketplace Partner, in addition to any remedies available through NEO.

2.3 No Separate Written Agreement Required

The Marketplace Partner’s acceptance of a Work Order constitutes agreement to be bound by these Standard EOR Terms for that engagement, without the need for a separate written agreement signed by Customer.

2.4 Relationship with Other Agreements

These Standard EOR Terms operate alongside, and do not replace:

The Marketplace Participation Agreement between Marketplace Partner and NEO;
The Customer Services Agreement between Customer and NEO (or Channel Partner Agreement, as applicable); and
Any country-specific addenda or Work Order terms.

In the event of conflict, the order of precedence is: (1) Work Order, (2) Country-Specific Addendum, (3) these Standard EOR Terms.

3. Marketplace Partner Service Obligations

3.1 Employment Services

The Marketplace Partner shall:

Act as the legal employer of record for each Resource in the Specified Jurisdiction;
Execute an Employment Contract with each Resource incorporating the terms specified in the Work Order;
Ensure that Employment Contract terms comply with all statutory minimums and requirements under Applicable Law;
Maintain all required employer registrations, licenses, and authorizations in the Specified Jurisdiction; and
Bear all legal obligations of an employer under Applicable Law.

3.2 Payroll and Statutory Compliance

The Marketplace Partner shall:

Process payroll accurately and on time in accordance with the Employment Contract and Applicable Law;
Calculate, withhold, and remit all required taxes, social contributions, and statutory deductions;
File all required employer returns and reports with relevant authorities;
Administer statutory benefits, leave entitlements, and other employment entitlements; and
Maintain accurate payroll records in accordance with Applicable Law.

3.3 Employment Contract Terms

The Marketplace Partner shall ensure that each Employment Contract incorporates:

The role, compensation, and employment terms specified by Customer in the Work Order;
Statutory minimums and requirements under Applicable Law in the Specified Jurisdiction;
Confidentiality obligations requiring the Resource to protect Customer’s confidential information;
Intellectual property assignment provisions in favour of Customer, to the fullest extent permitted by Applicable Law; and
Such other provisions as Customer reasonably requests, to the extent permitted by Applicable Law.

3.4 Onboarding and Offboarding

The Marketplace Partner shall:

Complete Resource onboarding within the timeframe specified in the Work Order or, if not specified, within a commercially reasonable time;
Collect and verify all required employment documentation;
Conduct lawful termination procedures in accordance with Applicable Law and the Employment Contract; and
Provide guidance to Customer on notice periods, severance obligations, and termination procedures.

3.5 Communication and Responsiveness

The Marketplace Partner shall:

Respond to Customer and NEO inquiries within two (2) business days;
Promptly notify Customer and NEO of any compliance issues, regulatory inquiries, or matters that may materially affect the engagement; and
Provide regular updates on payroll processing, statutory filings, and other material matters as reasonably requested.

4. Marketplace Partner Warranties

4.1 Compliance Warranty

The Marketplace Partner warrants that:

It holds all licenses, registrations, and authorizations required to act as an employer of record in the Specified Jurisdiction;
It will comply with all Applicable Law in performing Partner Services;
Each Resource will be lawfully employed in accordance with Applicable Law;
Payroll will be processed accurately and statutory remittances will be made on time; and
It has adequate systems, processes, and personnel to deliver Partner Services.

4.2 Authority Warranty

The Marketplace Partner warrants that it has full power and authority to enter into these terms and to perform its obligations hereunder, and that such performance does not conflict with any other agreement to which it is a party.

4.3 Sanctions Warranty

The Marketplace Partner warrants that neither it nor any of its directors, officers, or beneficial owners is a Sanctioned Person or located in a Sanctioned Country, and that it will not use the services for any purpose that would violate applicable sanctions, anti-money laundering, or anti-bribery laws.

4.4 Insurance Warranty

The Marketplace Partner warrants that it maintains adequate insurance coverage for the Partner Services, including professional indemnity, employer’s liability, and other coverage required by Applicable Law or reasonably appropriate for an employer of record in the Specified Jurisdiction.

5. Liability

5.1 Marketplace Partner Liability

The Marketplace Partner is solely liable for:

All employer obligations under Applicable Law, including payment of wages, taxes, and statutory contributions;
Errors in payroll processing, including underpayment, overpayment, or late payment of Resources;
Failure to comply with statutory filing and remittance obligations;
Wrongful termination, discrimination, harassment, or other employment law violations;
Misclassification of workers or employment relationships; and
Breach of confidentiality or data protection obligations.

5.2 Limitation of Liability

Subject to Section 5.3, the Marketplace Partner’s total aggregate liability to Customer for all claims arising out of or in connection with any single Work Order shall not exceed the greater of:

The total fees (excluding Direct Employment Costs) paid or payable by Customer for that Work Order in the twelve (12) months preceding the event giving rise to the claim; or
Six (6) months of the Resource’s annual base salary as specified in the applicable Work Order.

5.3 Exclusions from Limitation

The limitation in Section 5.2 does not apply to:

Marketplace Partner’s obligation to pay Direct Employment Costs to Resources;
Marketplace Partner’s obligation to remit statutory taxes and contributions;
Liability arising from Marketplace Partner’s fraud, wilful misconduct, or gross negligence;
Liability arising from breach of data protection obligations; or
Liability that cannot be limited under Applicable Law.

5.4 Consequential Damages

To the maximum extent permitted by Applicable Law, neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, or business opportunity, except in cases of fraud, wilful misconduct, or gross negligence.

5.5 Customer’s Responsibility

Customer remains responsible for:

Day-to-day direction, supervision, and management of Resource’s work activities;
Providing accurate information in Work Orders;
Timely payment of invoices; and
Compliance with its own legal obligations in connection with engaging Resources.

6. Indemnification

6.1 Marketplace Partner Indemnification

The Marketplace Partner shall indemnify, defend, and hold harmless Customer from and against any claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising from:

Marketplace Partner’s breach of these Standard EOR Terms;
Marketplace Partner’s failure to comply with Applicable Law as employer of record;
Claims by Resources for unpaid wages, benefits, or statutory entitlements that should have been paid from funds provided by Customer;
Claims by government authorities for unpaid taxes or contributions that should have been remitted from funds provided by Customer; and
Marketplace Partner’s gross negligence or wilful misconduct.

6.2 Customer Indemnification

Customer shall indemnify, defend, and hold harmless Marketplace Partner from and against any claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising from:

Customer’s work directions to Resources that violate Applicable Law;
Customer’s failure to pay amounts due under these terms, resulting in Marketplace Partner’s inability to pay Resources;
Claims that Customer is or should be treated as a co-employer or joint employer of any Resource; and
Inaccurate or misleading information provided by Customer in Work Orders.

7. Intellectual Property

7.1 Work Product Assignment

The Marketplace Partner shall ensure that each Employment Contract includes provisions stating that all intellectual property rights in materials created by the Resource during their engagement shall, to the fullest extent permitted by Applicable Law in the Specified Jurisdiction, vest in Customer.

7.2 Jurisdictional Variations

Customer acknowledges that:

IP assignment and moral rights waiver rules vary significantly by jurisdiction;
Some jurisdictions do not permit assignment of certain IP rights or waiver of moral rights; and
Marketplace Partner does not guarantee that all IP rights will vest in Customer in all jurisdictions.

7.3 Fallback License

To the extent any intellectual property rights cannot be assigned to Customer by operation of law, the Marketplace Partner shall use commercially reasonable efforts to procure that the Local Employer grants Customer a perpetual, irrevocable, worldwide, royalty-free, exclusive, sublicensable license to use such intellectual property.

8. Data Protection

8.1 Compliance with Data Protection Laws

The Marketplace Partner shall comply with all applicable data protection and privacy laws in processing personal data of Resources.

8.2 Data Controller Status

The Marketplace Partner acts as an independent data controller (or joint controller with Customer, depending on the jurisdiction) in respect of personal data processed to deliver Partner Services, including employment, payroll, and statutory compliance.

8.3 Security Measures

The Marketplace Partner shall implement appropriate technical and organizational measures to protect personal data, including encryption, access controls, and employee training.

8.4 Data Breach Notification

The Marketplace Partner shall notify Customer and NEO without undue delay (and in any event within 72 hours) upon becoming aware of a personal data breach affecting Resource data.

8.5 Data Processing Agreement

Where required by Applicable Law, the parties shall enter into a data processing agreement in a form that complies with the requirements of the applicable jurisdiction.

9. Security Deposit

9.1 Deposit Amount

Customer shall provide the Marketplace Partner with a refundable Security Deposit prior to execution of each Employment Contract. The Marketplace Partner shall communicate the appropriate deposit amount based on the Specified Jurisdiction, notice periods, severance obligations, and risk profile.

9.2 Deposit Administration

The Marketplace Partner holds and administers the Security Deposit in accordance with its policies and Applicable Law. The Marketplace Partner may apply the deposit against outstanding amounts owed by Customer.

9.3 Deposit Refund

The unused portion of the Security Deposit shall be refunded within thirty (30) days following the later of: (a) lawful termination of the Employment Contract; or (b) receipt of all outstanding payments, unless a longer period is required by Applicable Law in the relevant jurisdiction. Where Partner Services are delivered through the NEO Platform, the deposit return process operates via NEO’s payment orchestration as set out in the applicable Customer Services Agreement, and the refund timeline to Customer is governed by that agreement.

10. Termination

10.1 Termination of Engagement

Either Customer or Marketplace Partner may terminate a Work Order engagement in accordance with the notice periods specified in the Work Order or, if not specified, upon reasonable notice.

10.2 Effect on Employment Contract

Termination of a Work Order engagement does not automatically terminate the underlying Employment Contract. The Marketplace Partner shall conduct lawful termination procedures in accordance with Applicable Law and the Employment Contract.

10.3 Customer’s Continuing Obligations

Customer remains responsible for all Direct Employment Costs, severance, notice pay, and other termination entitlements until the Employment Contract is lawfully terminated.

10.4 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

Commits a material breach and fails to cure within thirty (30) days of notice; or
Becomes insolvent or has a receiver appointed.

11. Dispute Resolution

11.1 Direct Claims

Customer may pursue claims against the Marketplace Partner:

Directly, as a third-party beneficiary of these Standard EOR Terms; and/or
Through NEO’s claims facilitation process, where NEO pursues the claim on Customer’s behalf.

11.2 Good Faith Resolution

The parties shall attempt to resolve any dispute through good faith negotiation before commencing formal proceedings.

11.3 Governing Law

These Standard EOR Terms are governed by the laws of the Specified Jurisdiction for matters relating to employment and employer obligations. For all other matters, the laws of New South Wales, Australia shall apply.

11.4 Jurisdiction

Any dispute may be brought in the courts of the Specified Jurisdiction (for employment matters) or the courts specified in the applicable NEO agreement (for all other matters).

12. NEO’s Role

12.1 Platform and Coordination

NEO provides the Platform and coordinates the relationship between Customer and Marketplace Partner. NEO is not a party to the agreement formed by these Standard EOR Terms between Customer and Marketplace Partner.

12.2 Payment Orchestration

NEO facilitates payment from Customer to Marketplace Partner through the Platform. NEO’s role is limited to payment routing and processing; NEO does not assume liability for the Marketplace Partner’s service delivery.

12.3 Claims Facilitation

Where Customer has a claim against the Marketplace Partner, NEO may (but is not obligated to) pursue the claim on Customer’s behalf. This does not limit Customer’s right to pursue claims directly.

12.4 No NEO Liability for Partner Services

NEO does not warrant or guarantee the performance, quality, solvency, or compliance of any Marketplace Partner. NEO is not liable for any acts, omissions, errors, or breaches by the Marketplace Partner in delivering Partner Services.

Acknowledgment

By accepting a Work Order through the NEO Platform, the Marketplace Partner acknowledges and agrees:

These Standard EOR Terms form a binding agreement with the Customer for that engagement;
Customer is a third-party beneficiary with direct enforcement rights;
Marketplace Partner bears full responsibility for all employer obligations; and
NEO’s role is limited to platform provision, coordination, and payment orchestration.

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