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October 2024
These terms and conditions (“Terms”) shall govern the relationship, and constitute a legally binding agreement, between Scout Technology Limited ("Scout") and the Company benefiting from the Scout Services ("Client"). By accessing and using the Scout Platform and the Scout Services, the Client acknowledges that they have read, will be bound by and will comply with these Terms and the Privacy Policy (which is incorporated herein by reference).
Scout and the Client are each referred to as a “Party” and collectively the “Parties.”
1.1. WHEREAS, Scout is in the business of risk management services within the recruitment industry.
1.2. WHEREAS, the Client is a recruitment agency which focuses on, among other areas, permanent placements.
1.3. WHEREAS, the Client would like to benefit from the Scout Services and access the Scout Platform and Scout is willing to provide the Scout Services and grant access to the Platform to the Client subject to these Terms.
NOW THEREFORE the Parties agree as follows:
In these Terms, the following terms shall have the following definitions:
“Affiliate” means an entity, whether now or in the future, that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with a Party. For this purpose, “control” means ownership of at least fifty percent (50%) of the voting shares or the power to direct or cause the direction of, the management, governance or policies of an entity, directly or indirectly, through any applicable means including legal, beneficial or equitable ownership, partnership, or some other form of interest, by contract or other applicable legal document or otherwise.
“Candidate” means an individual to be Placed or is the subject of a successful Placement by the Client (or a Service User on its behalf).
“Claim” or “Claims Process” means the Client’s request for a Payout to be made with respect to a Failed Placement pursuant to a Guarantee, subject to such Claim being determined by Scout to be eligible for a Payout in accordance with Section 5 and the applicable Schedule.
“Client Data” means any data uploaded to the Scout Platform by or on behalf of the Client (including but not limited to data identifying a Service User, a Candidate and/or a Hiring Firm), including any modifications to such data.
“Client Marks” means the trademarks, trade names, service marks, logos, and/or service names of the Client.
“Client Terms” means the terms and conditions entered into by and between the Client and a Hiring Company concerning the Placement.
“Data Privacy Law” means EU Data Protection Law as well as, where applicable, any replacement or equivalent legislation of any other applicable jurisdiction, provided that the processing of personal data is actually governed by the national laws of such jurisdiction.
“Eligibility Period” means, for each successful Placement, the period of six (6) months beginning from the commencement date of the Candidate’s employment with the Hiring Firm, or, if the relevant Refund Covenant or Replacement Covenant is effective for a period of less than six (6) months, any such shorter period of time.
“Eligible Placement” has the meaning given to it in Section 3.3.1(a).
“Failed Placement” means (a) where the employment of a Candidate who has successfully been Placed into a permanent role with a Hiring Firm by a Service User is unilaterally terminated by either the Candidate or the Hiring Firm during the Eligibility Period or (b) where a Candidate repudiates the binding contract of employment with the Hiring Firm and/or otherwise fails to commence their employment with the Hiring Firm as stipulated by such contract.
“Failed Placement Notice” means the notice of a Failed Placement, given by a Service User to Scout through the Scout Platform, in the manner stipulated in Section 3.3.3.“Guarantee” means the Replacement Guarantee, the Refund Guarantee and/or the Non-Starter Guarantee, as applicable.
“Hiring Firm” means an entity which enters into an agreement with the Client for recruitment services to employ Candidates for its vacancies.
“Intellectual Property” or “IP” means intellectual property or proprietary rights, including but not limited to copyright rights (including rights in audiovisual works), moral rights, patent rights (including patent applications and disclosures), know-how, rights of priority, trademark rights, and trade secret rights recognized in any country or jurisdiction in the world.
“Non-Starter Guarantee” means a guarantee by Scout to make a Payout on an eligible Claim relating to a Failed Placement where a Candidate repudiates the binding contract of employment with the Hiring Firm and/or otherwise fails to commence their employment with the Hiring Firm as stipulated by such contract.
“Placement” means the recruitment process facilitated by a Service User for a Hiring Firm which culminates in the Candidate and the Hiring Firm signing a binding contract of employment.
“Place” and “Placed” shall be interpreted accordingly.
“Placement Notice” means notice of a new successful Placement by the Client (or a Service User) to Scout, using the Scout Platform pursuant to Section 3.3.1.
“Privacy Policy” means the privacy policy of Scout located at the following URL: [insert link here]
“Payout” means a payment to the Client arising from a Claim, subject to the terms in the relevant Schedule, to be made at Scout’s absolute discretion.
“Refund Covenant” means the Client’s obligation to, upon the occurrence of a Failed Placement during the applicable Eligibility Period, refund any fees paid by the Hiring Firm to the Client in accordance with the relevant Client Terms.
“Refund Guarantee” means a guarantee by Scout to make a Payout on an eligible Claim relating to a Failed Placement to which a Refund Covenant applies.
“Replacement Covenant” means the Client’s obligation to, upon the occurrence of a Failed Placement during the applicable Eligibility Period, provide a replacement Candidate to the relevant Hiring Firm free of charge in accordance with the relevant Client Terms.
“Replacement Guarantee” means a guarantee by Scout to make a Payout on an eligible Claim relating to a Failed Placement to which a Replacement Covenant applies.
“Salary” means the total salary including any monetary benefits (such as bonus, commission or car allowance) a Hiring Firm is paying or is proposing to pay the respective Candidate.
“Scout’s Hiring Process” means the minimum guidelines that a Service User must follow when assessing a Candidate before submitting a Placement Notice, details of which can be found on the Scout Platform as updated by Scout from time to time.
“Scout Platform” or “Platform” is Scout’s technology platform which allows Service Users to access Scout Services.
“Scout Services” means the services Scout provides in accordance with these Terms.
“Service Fee” means a fee payable with respect to each Eligible Placement, as provided by Scout via the Scout Platform upon the submission of a Placement Notice.
“Service User(s)” means the individual recruiter(s) or staff employed by or associated with the Client, who is using the Scout Services for one or more Placements or for accessing the Scout Platform.
For the duration these Terms are in effect, Scout shall provide the Scout Services by
The Client shall ensure that each recruiter employed by it becomes a Service User.
(a) A Placement Notice shall only be submitted to the Platform with respect to successful Placements for which the following criteria apply:
(b) Upon the successful Placement of a Candidate, the Client shall procure each Service User to submit a Placement Notice to Scout using the Platform by completing all required fields on the Scout Platform (including, for the avoidance of doubt, confirming the purchase of one or more Guarantees for the relevant Placement). The Placement Notice must be submitted without undue delay following a confirmation of the successful Placement but in any case within seven (7) days.
(c) For the avoidance of doubt, a Placement Notice must be submitted for all Eligible Placements. The Client covenants that it and the Service Users shall not selectively submit Placement Notices for certain Eligible Placements while omitting other Eligible Placements (“Selective Placements”). Selective Placements shall constitute a material breach of these Terms.
The Client shall incur a Service Fee payable to Scout for each Guarantee purchased for each Eligible Placement, which shall be paid in accordance with Section 4.1.
Upon the occurrence of a Failed Placement, the Client must submit a Failed Placement Notice within seven (7) days of such Failed Placement by filing a Claim through the Scout Platform in accordance with the Claims Process (including, for the avoidance of doubt, by providing the requisite information requested through the Platform).
If any of the required information cannot be determined at the time of submission of the Failed Placement Notice, any such information must be provided without undue delay as soon as it is ascertained (and in any case within thirty (30) days). For the avoidance of doubt, Scout reserves the right to investigate any facts, information, and materials provided, or independently gather its own facts, without restriction on method or form, and to request any further information from the Client it deems necessary, in order to assess the eligibility of a Claim or to enhance the Scout Hiring Process.
Scout shall submit monthly invoices for the Service Fees incurred by the Client (a day on which an invoice is submitted, the “Invoice Date”). The Client shall pay the invoiced Service Fees within 30 calendar days of the Invoice Date.
The Service Fee excludes taxes, including VAT, and any withholding tax, except for Scout’s income taxes. If any withholding or deduction is required under applicable laws, the Client shall, when making payment of the Service Fee to which the withholding or deduction relates, pay to Scout such additional amount as to ensure that Scout receives the same total amount of the Service Fee that it would have received if no such withholding or deduction had been required.
If the Client fails to pay an invoice in a timely manner, Scout will give the Client written notice (including, for the avoidance of doubt, by email or SMS text messaging) (“Late Payment Notice”). For any amount not paid when due, and without prejudice to any other right and remedies of Scout, Scout may charge interest accruing on a daily basis on such due amounts at an annual rate equal to eight percent (8%) (or the highest rate permitted by law, whichever is lower) over the then current base lending rate of Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. If Scout initiates efforts to collect any payment due, the Client shall be responsible for and pay all costs and expenses incurred by Scout, including reasonable legal fees.
Failure to pay any invoiced Servicing Fees in full constitutes a material breach of these Terms. During any period of late payment following a Late Payment Notice, Scout shall be under no obligation to make Payouts, irrespective of whether the overdue Servicing Fees relate to the relevant Claims and Placements, notwithstanding that Scout may have determined these Claims to otherwise be eligible. Additionally, Scout reserves the right to suspend or terminate all Services provided to the Client, including access to the Scout Platform, until the outstanding amounts are paid in full. Scout may also terminate these Terms in full if the payment failure is not remedied within thirty (30) days following the Late Payment Notice.
At minimum, the following conditions must be met in order for a Claim to be considered eligible for a Payout:
(together, the “Minimum Conditions”).
In addition to the Minimum Conditions, the eligibility of a Claim is considered in each individual case, taking into account all circumstances of the Failed Placement. For the avoidance of doubt, even if the Minimum Conditions are met, Scout maintains absolute discretion in determining whether a Claim is eligible for a Payout and in determining the size of a Payout. Where Scout has determined that a Claim is eligible for a Payout, Scout shall not be obligated to make the same determination on another Claim in the future, notwithstanding that the Minimum Conditions have been met for the other Claim or the similarity in characteristics or circumstances between the Claims.
During the first six (6) months (or fewer, as Scout may determine) following the date on which the first Placement Notice was submitted by a Service User (the “Probation Period”), no Payouts will be made with respect to Placements made by such Service User. During the Probation Period for a Service User, Claims made with respect to Placements arranged by the Service User will be acknowledged and considered by Scout (but, for the avoidance of doubt, Scout shall not be under any obligations to make a Payout with respect to such Claims).
Claims relating to the following categories of Failed Placement shall not be considered eligible for a Payout:
(together, the “Excluded Placements”).
For the avoidance of doubt, the above list is not exhaustive. Scout reserves the right to modify this Section 5.3 unilaterally by amending, adding or removing specific categories of Excluded Placements, at Scout’s sole discretion, with or without notice. Scout will in good faith endeavour to provide reasonable notice of any such changes to the Client.
When Scout has determined a Claim be eligible for a Payout, Scout shall make the Payout pursuant to the applicable Schedule.
These Terms are effective as of the date of the Client acceptance to the Terms and shall remain in force for an indefinite period of time until terminated by one of the Parties.
Either Party may terminate these Terms for convenience on thirty (30) days’ written notice. Termination may also occur immediately in cases of material breach that are not remedied within a specified period. For the avoidance of doubt, termination of these Terms shall not affect the Client’s right to make a Claim during the applicable notice period.
Either Party may terminate these Terms for cause immediately by written notice upon the occurrence of any of the following events:
Termination shall not relieve the Client of the obligation to pay any Services Fees accrued or payable to Scout prior to the effective date of termination. Upon termination or expiration of these Terms, the rights and licences granted to the Client hereunder shall automatically terminate. Scout shall not be obligated to make any Payouts following the termination of these Terms.
Upon expiration of these Terms or termination in accordance with this Section 6, the Client shall not be entitled to any separation compensation or damages of any kind, including indemnification, compensation, reimbursement, or damages for loss of prospective compensation, goodwill or loss thereof, or expenditures, investments, leases, or any type of commitment made in connection with the business of such party or in reliance on the existence of these Terms including, but not limited to advertising and promotion costs, costs of supplies, termination of employees, employee salaries, and other such costs and expenses.
All provisions of these Terms which by their nature are intended to survive the termination or expiration of these Terms including, without limitation, the provisions of an applicable Order Form and Sections “Confidentiality”, “Proprietary Rights”, “Limitation of Liability”, “Effect of Termination”, “Separation Damages”, “Survival” and “General” will survive the termination of these Terms.
"Confidential Information" means: (i) any business, financial or technical information of either Party communicated to the other in connection with these Terms, including but not limited to any information relating to such Party’s product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how, and (ii) other information disclosed by either Party that, at the time of disclosure is disclosed in circumstances of confidence, or would be understood by the Parties, exercising reasonable business judgement, to be confidential.
Confidential Information shall not include information that: (i) is in or enters the public domain without breach of these Terms through no fault of the receiving Party; (ii) the receiving Party demonstrably knew or was in possession of prior to first receiving it from the disclosing Party; (iii) the receiving Party can demonstrate by objective evidence was developed by the receiving Party independently and without use of or reference to the disclosing party's Confidential Information; or (iv) the receiving Party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation.
Each Party will maintain the Confidential Information of the other Party in strict confidence and will exercise due care with respect to the handling and protection of such Confidential Information, consistent with its own policies concerning protection of its own Confidential Information of like importance (but in no event less than reasonable care). Each Party will use and disclose the Confidential Information of the other Party for the sole purpose of exercising those rights and fulfilling those obligations as enumerated within these Terms, and may disclose such Confidential Information to their employees, officers, advisers and consultants on a need-to-know basis. However, each Party may disclose Confidential Information of the other Party pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the receiving Party gives reasonable notice to the disclosing Party to afford such Party an opportunity to intervene and contest such order or requirement or seek protective or other court orders. Any such disclosure of the Confidential Information of the disclosing Party by the receiving Party, will, in no way, be deemed to change, affect or diminish the confidential and proprietary status of such Confidential Information. The obligations of the Parties set forth in this Section 7.3 shall survive the termination or expiration of these Terms.
Within fifteen (15) days of termination or expiration of these Terms, the Client will destroy or return to Scout, at Scout’s election, all Scout Confidential Information (and all copies and extracts thereof) in its control or possession. The Client will certify to Scout that all copies of Confidential Information of Scout have been returned or destroyed. Notwithstanding the foregoing, the Client may retain copies of Confidential Information stored on backup disks or in backup storage facilities automatically produced in the ordinary course of business which are not, in the ordinary course of business, accessible from employee workstations. Any such Confidential Information so retained will be held subject to the confidentiality and use limitations of these Terms and will not be accessed by any person except information technology systems administrators (if technically required) nor used for any purpose except necessary data storage systems maintenance.
Each Party acknowledges that the unauthorised use or disclosure of the Confidential Information of the other Party would cause substantial harm to such other Party that could not be remedied by the payment of damages alone. Accordingly, the non-breaching Party will be entitled to seek preliminary and permanent injunctive relief and other equitable relief for any breach of this Section 7.5. The prevailing Party in any action to enforce this Section 7.5 or terms related to these Terms shall be entitled to reasonable out-of-pocket costs, including legal fees.
Save as expressly set out in these Terms, neither Party shall receive any right, title or interest in or to any Intellectual Property owned by the other Party (including any modifications or enhancements made thereto). All rights not expressly granted in these Terms are reserved by the Parties or their respective licensors. For the avoidance of doubt, Scout (or its suppliers, where applicable) owns any Intellectual Property in the Scout Platform, the Scout Hiring Process including all modifications, enhancements, improvements, derivative works, upgrades, new releases and other alterations of either of the foregoing (even if paid for, or requested or directed, by the Client).
As between the Parties, the Client owns any right, title or interest, including any Intellectual Property in Client Data. The Client shall have sole responsibility for the legality, accuracy and maintenance of Client Data. Without limiting the foregoing, the Client shall obtain and maintain all necessary licences, consents and other permissions (including those required under applicable laws), to authorise the processing of Client Data (including any content protected by Intellectual Property rights) by Scout and Scout’s sub-processors (as defined in the applicable Data Privacy Law) in accordance with the terms of these Terms. This includes but is not limited to informing the data subjects (e.g. the Candidates and individuals working for the Hiring Firm), and where required, obtain consent from the data subjects, that their personal data is or may be processed by being uploaded to the Scout Platform and that Scout will use such data to provide the services under these Terms, including but not limited to, evaluating the Client's eligibility for a Payout. This may also include contacting the data subjects. The Client hereby authorises Scout and Scout’s sub-processors to use, copy and process Client Data for the purpose of performing its obligations under these Terms.
The Client grants Scout a worldwide, royalty-free, transferable, sublicensable, irrevocable, perpetual licence to use and incorporate into the Scout Platform, Scout Hiring Process, and otherwise to freely exploit without restriction, any recommendations, enhancements, requests, corrections, suggestions or other feedback provided by or on behalf of the Client relating to the functionality or operation of the Scout Platform and the Scout Hiring Process.
The Client agrees that Scout may use the Client’s name and associated Client Mark in the context of disclosing that the Client is a customer of Scout in advertising, press, promotion and similar public disclosures as well as use the Client as a “reference account”. In such context, the Client also hereby grants Scout a non-exclusive licence during the term of these Terms and Scout shall be entitled to publish the Client’s name and associated Client Mark on its website. In furtherance of the permissions granted to Scout in this Section 8.4, Scout may use the then current Client Marks in the form and manner that the Client prescribes (and which it may change from time to time upon reasonable notice to Scout). All goodwill associated with Client Marks and Scout’s use of such Client Marks shall inure to the Client. Scout will not use, register or attempt to register, or take other adverse action with respect to a Client Mark, except to the extent authorised in writing by the Client in advance.
EXCEPT FOR (i) THE SERVICE FEES (AND ANY INTERESTS ACCRUING THEREON AND ANY COSTS AND EXPENSES INCURRED IN ITS COLLECTION) AND THE PAYOUTS, AND (ii) UNCAPPED CLAIMS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM THE CLIENT UNDER THESE TERMS DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH SUCH CLAIM OR CAUSE OF ACTION AROSE (“Damage Cap”).
TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, EXCEPT FOR (i) THE SERVICE FEES (AND ANY INTERESTS ACCRUING THEREON AND ANY COSTS AND EXPENSES INCURRED IN ITS COLLECTION) AND THE PAYOUTS, (ii) UNCAPPED CLAIMS, IN NO EVENT SHALL EITHER PARTY OR ITS EMPLOYEES OR AGENTS BE LIABLE TO THE OTHER PARTY OR ANY OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES DUE TO LOSS OF DATA, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR COMPUTER FAILURE ARISING FROM THESE TERMS OR THE USE OF THE SCOUT SERVICES, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.
The Client is aware and the Parties agree that these Terms and the Parties’ rights and obligations hereunder are in no way connected to the Client Terms and any rights and obligations of the Client or the Hiring Firm under those Client Terms. Specifically, Scout bears no liability if it was determined that the Failed Placement is not eligible for a Payout or if Scout has decided not to make a Payout pursuant to the Claims Process despite the Client being contractually bound by a Replacement Covenant and/or a Refund Covenant.
Except for actions for non-payment or breach of either Party's Intellectual Property rights or confidentiality obligations, no action (regardless of form) arising out of these Terms may be commenced by either Party more than the greater of one (1) year after the cause of action has occurred or the maximum time allowed by applicable law.
Sections 9.1 (Damage Cap) and 9.2 (Exclusion of Consequential and Related Damages) will not apply to limit Uncapped Claims. “Uncapped Claims” means liabilities that cannot be limited by law.
Other than with express written consent of Scout, whereby consent may not be reasonably withheld, the Client may not, for the duration of these Terms and for five (5) years following its termination, be directly or indirectly involved in a business which is in direct competition with the business lines of Scout that are subject of these Terms (e.g risk management practice, consulting in the area of risk management and the provision of financial support models).
For the duration of these Terms and for a period of five (5) years following its termination, the Client will not divert or attempt to divert from Scout any business Scout has enjoyed, solicited or attempted to solicit, from its customers, at the time the Parties entered into these Terms.
The Client, its Affiliates, subsidiaries and representatives will not, for the duration and for a one (1) year following its termination, directly or indirectly solicit for employment or employ any person who is employed by Scout or any Affiliate of Scout without Scout’s prior written consent.
11.1.1 Scout reserves the right to modify, change, suspend or discontinue, temporarily or permanently the Terms, Platform or any Features or Scout Services (the “Changes”) with or without notice with no liability, at any time and for any reason, including without limitation any Changes which may be done automatically for the purpose of improving, enhancing or de-bugging versions of the Platform or Scout Services or other aspects thereof. Scout will notify the Client of any adverse material changes to the Platform or Scout Services via the Platform (including without limitation by sending an email notification or by way of on-screen pop-ups) or in any acceptable other form prior to those Changes becoming effective, as soon as reasonably practicable. Otherwise, any other, non-material change, will be effective upon the “last updated” date stated at the top of these Terms.
11.1.2 The Client’s continued use of the Platform and Scout Services, following any such Changes, constitutes complete and irrevocable acceptance of such Changes and the revised Terms. If the Client does not agree with the new/modified Terms, Clients sole remedy is to discontinue using the Platform and Scouts Services and the Client shall provide notice of termination of these Terms. For the avoidance of doubt, the then-current version of these Terms will supersede all earlier versions.
11.1.3 The Client should from time to time review these Terms and future modifications, to understand the terms and conditions that apply to the Platform and Scouts Services.
The Client is responsible for compliance with legal obligations, especially any regulatory and security requirements. The Client represents that the Client, any of its Affiliates and/or Service Users, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the U.S. Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list, and the U.S. Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority and the Client will maintain reasonable measures to prevent use in violation of such sanctions. A breach of this Section 11.2 is a material breach of these Terms. The Client further agrees to comply with all laws and regulations of all jurisdictions in the Client’s use of the services under these Terms.
The Client may not assign these Terms, in whole or in part, without Scout's prior written consent. Any attempt to assign these Terms without such consent will be null and void. Scout may freely assign these Terms without the Client’s consent. Subject to the foregoing, these Terms shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
All notices in connection with these Terms from the Client to Scout shall be in writing (whereby email shall suffice), in English and shall be delivered to notice@scoutguarantee.com and shall be effective upon receipt. All notices under these Terms will be deemed delivered on the date of transmission.
If any provision of these Terms is found to be illegal, invalid or unenforceable by any court, tribunal or administrative body or authority of competent jurisdiction then that provision will, to the extent required, be severed from these Terms and will be ineffective without, as far as is possible, modifying any other section or part of these Terms and the legality and enforceability of the other provisions of these Terms will not be affected.
No failure of either Party to exercise or enforce any of its rights under these Terms will act as a waiver of such rights.
The Parties to these Terms are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency between the Parties. Neither Party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent. Scout may utilise (i) employees of Scout or its Affiliates or (ii) subcontractors to perform any of its obligations hereunder.
Neither Party will be responsible for any failure to perform due to causes beyond its reasonable control, including, but not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, denial of or delays in processing of export licence applications, fire, floods, earthquakes, accidents, strikes, or fuel crises, pandemics, cyber-attacks and data breaches (each a “Force Majeure Event”). Each Party must immediately inform the other in writing of the occurrence of a case of a Force Majeure Event. Either Party will have the right to terminate these Terms upon written notice if a Force Majeure Event continues to impact performance of the other Party for more than thirty (30) consecutive days.
These Terms will be governed by and construed in accordance with the laws of England and Wales. Disputes arising under these Terms should first be attempted to be resolved through negotiation.
Any legal action or proceeding with respect to these Terms will be brought in the courts of London, England. By execution and delivery of these Terms, each of the Parties hereto accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts.
The Parties acknowledge that in entering into these Terms, they do not do so on the basis of, and do not rely on, any representations, warranties or other provisions except as expressly provided herein and all conditions, warranties and other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law. Nothing contained in these Terms is intended or is to be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. Scout may utilise (i) employees of Scout or its Affiliates or (ii) subcontractors to perform any of its obligations hereunder.
Terms in this Schedule shall apply to Claims where a Replacement Guarantee has been purchased for the relevant Placement.
In addition to the definitions set out in Section 1, the following terms shall have the following definitions in this Schedule:
“Replacement Candidate” means a Candidate whom the Client (or a Service User on its behalf) procures for the Hiring Firm pursuant to a Replacement Covenant following a Failed Placement within the relevant Eligibility Period.
“Successful Replacement” means a successful Placement of a Replacement Candidate with a Hiring Firm free of charge pursuant to a Replacement Covenant. “Replace” and “Replaced” shall be interpreted accordingly.
“Successful Replacement Notice” means a Placement Notice for the Successful Replacement to be submitted in accordance with Section 3.3.1(b) (save that the Service User shall not be required to purchase a Guarantee for the Successful Replacement).
(a) Following the submission of a Failed Placement Notice, Clients (and any Service Users) shall wait for Scout’s determination of the eligibility of a Claim before searching for a Replacement Candidate pursuant to a Replacement Covenant.
(b) Upon the occurrence of a Successful Replacement, the Client shall submit a Successful Replacement Notice via the Scout Platform within seven (7) days of the Successful Replacement.
(c) Successful Replacements shall not be considered Eligible Placements. Notwithstanding the foregoing, Successful Replacements must adhere to Scout’s Hiring Process.
(a) The amount of Payout shall be determined by the tier of Replacement Guarantee purchased by the Client (or the Service User on its behalf) upon the submission of the Placement Notice, as confirmed through the Scout Platform at the time of such submission.
(b) Where Scout has determined a Claim is eligible for a Payout, it shall make that Payout to the Client within thirty (30) days of the commencement of the Replacement Candidate’s employment with the Hiring Firm.
Terms in this Schedule shall apply to Claims where a Refund Guarantee has been purchased for the relevant Placement.
In addition to the definitions set out in Section 1, the following terms shall have the following definitions in this Schedule:
“Refund Notice” means the Failed Placement Notice submitted by the Client (or a Service User on its behalf) to Scout through the Scout Platform requesting a Payout for a Failed Placement for which a Refund Guarantee has been purchased.
(a) Following the submission of the Refund Notice, Clients shall wait for Scout’s determination of the eligibility of a Claim before making a refund pursuant to a Refund Covenant.
(a) The amount of Payout shall be determined by the tier of Refund Guarantee purchased by the Client (or the Service User on its behalf) upon the submission of the Placement Notice, as confirmed through the Scout Platform at the time of such submission.
(b) Where Scout has determined a Claim is eligible for a Payout, it shall make that Payout to the Client within sixty (60) days from the submission of the Refund Notice.
Terms in this Schedule shall apply to Claims where a Non-Starter Guarantee has been purchased for the relevant Placement.
In addition to the definitions set out in Section 1, the following terms shall have the following definitions in this Schedule:
“Non-Starter Notice” means the Failed Placement Notice submitted by the Client (or a Service User on its behalf) to Scout through the Scout Platform requesting a Payout for a Failed Placement for which a Non-Starter Guarantee has been purchased, and for which the Candidate subsequently fails to commence their employment at the Hiring Firm.
(a) The Placement Notice for a Placement for which a Non-Starter Guarantee has been purchased must be submitted as soon as possible after the Hiring Firm and the Candidate have signed a binding contract of employment.
(b) The Non-Starter Notice must be submitted as soon as possible upon the Candidate’s repudiation of the relevant contract of employment and/or failure to commence their employment with the Hiring Firm as stipulated by such contract.
(a) The amount of Payout shall be determined by the tier of Non-Starter Guarantee purchased by the Client (or the Service User on its behalf) upon the submission of the Placement Notice, as confirmed through the Scout Platform at the time of such submission.
(b) Where Scout has determined a Claim is eligible for a Payout, it shall make that Payout to the Client within sixty (60) days from the submission of the Non-Starter Notice.
Not sure about something in our terms? Reach out, and we’ll be happy to clarify anything.
