Terms of Service

1. Agreement to these terms

These Terms of Service ("Terms") govern your access to and use of the Scoutly website, forms and recruiting services (together, the "Services"). By using the Services, submitting a hiring request, or applying as a candidate, you agree to be bound by these Terms. If you are agreeing on behalf of a company, you represent that you have authority to bind that company.

If you do not agree to these Terms, do not use the Services.

2. What Scoutly does

Scoutly is a recruiting and talent-sourcing company that sources, screens, and presents qualified candidates for roles our clients are seeking to fill.

Scoutly is not the employer of the candidates it presents and is not a staffing agency of record. Scoutly does not supervise, direct, or control the work performed by a candidate for a client.

Any engagement, contract or employment relationship formed after an introduction is solely between the client and the candidate. Payroll, payments and compliance services, where offered, may be provided by a third-party contractor-management partner under separate terms.

3. Eligibility and accounts

You must be at least 18 years old and legally authorized to enter into contracts in order to use the Services. You agree that all information you submit, including company details, role requirements, Resumes, work history, and contact information, is accurate, current, and authorized for you to share.

You are responsible for maintaining the confidentiality of any credentials issued to you and for all activity that occurs under them.

4. Client obligations

If you engage Scoutly to source talent, you agree to:

• Provide accurate role requirements, budget and working-hour expectations.
• Use candidate information solely to evaluate candidates for the role described and not to build a database, resell the information, or share it with unauthorized third parties.
• Comply with all applicable employment, anti-discrimination, wage and data-protection laws in your jurisdiction and the candidate's.
• Notify Scoutly promptly in writing when you extend an offer to, or begin an engagement with, any candidate introduced by Scoutly.
• Determine independently whether a candidate is suitable, including conducting any background, reference or credential checks you consider necessary.

5. Candidate obligations

If you apply through Scoutly, you represent that the Resume, work history, portfolio, voice recording, and other materials you submit are accurate, truthful, and your own, and that you are legally authorized to perform remote work for clients in the jurisdictions where they operate.

You authorize Scoutly to share your application materials with prospective clients for the purpose of matching you to roles. Scoutly never charges candidates a fee of any kind.

6. Fees and payment

Scoutly charges clients a one-time flat placement fee, payable only after the client elects to hire a candidate introduced by Scoutly. The applicable placement fee is the amount specified in the written quote, order form, or engagement confirmation provided to the client.

Unless otherwise agreed in writing, placement fees are invoiced upon the candidate's acceptance of an offer and are due within the payment period specified on the invoice. Fees are exclusive of taxes, which are the client's responsibility where applicable.

Compensation paid by the client to the candidate is paid in full to the candidate. Scoutly does not take a percentage of, or markup on, candidate compensation.

7. Replacement guarantee

Where a placement fee has been paid in full, Scoutly will source a replacement candidate at no additional placement fee if the original placement ends within twelve (12) months of the engagement start date, subject to the following conditions:

• The client notifies Scoutly in writing within thirty (30) days of the engagement ending.
• The client's account is current and all invoices have been paid.
• The replacement role is substantially similar to the role for which the original placement was made.
• The engagement did not end due to redundancy, a change in the client's business needs, or a material breach by the client.

The guarantee provides for a replacement search and does not constitute a refund. The guarantee applies once per original placement unless otherwise agreed in writing.

8. Non-circumvention

For twelve (12) months following an introduction, a client may not engage, hire or contract with a candidate introduced by Scoutly directly, through an affiliate, or through a third party without paying the applicable placement fee. Referring a Scoutly candidate to another company that then engages them is treated as an engagement by the client for the purposes of this section.

9. Independent contractor relationship

Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between Scoutly and any client or candidate. Clients are solely responsible for properly classifying the individuals they engage and for complying with all applicable tax, benefits, insurance, employment, and labor requirements in the jurisdictions governing the engagement.

10. Confidentiality

Each party agrees to maintain the confidentiality of any non-public information disclosed by the other party in connection with the Services, including candidate profiles, pricing, business plans, and client data. Such information may be used only for the purpose for which it was disclosed. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

11. Intellectual property

The Scoutly name, logo, website, written content and all related materials are owned by Scoutly and protected by intellectual-property laws. You may not copy, reproduce, scrape, republish or create derivative works from them without our prior written permission.

You retain ownership of the content you submit and grant Scoutly a non-exclusive license to use that content as necessary to provide the Services.

12. Communications consent

By submitting a form through this website and providing the required consent, you agree to receive phone calls, text messages, and emails from Scoutly regarding your inquiry or application. Message frequency may vary, and standard message and data rates may apply. You may opt out of text messages at any time by replying STOP or withdraw your consent at any time by contacting us.

13. Disclaimers

The Services are provided "as is" and "as available." Scoutly screens candidates in good faith but does not guarantee or warrant any candidate's performance, conduct, continued availability, or suitability for a particular role. Scoutly also does not guarantee that any search will result in a successful hire. To the fullest extent permitted by law, Scoutly disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement.

14. Limitation of liability

To the fullest extent permitted by law, Scoutly will not be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, data, business opportunities, or other intangible losses, arising out of or relating to the Services. Scoutly's total aggregate liability arising out of or relating to these Terms will not exceed the placement fees paid to Scoutly by the client in the twelve (12) months preceding the event giving rise to the claim.

15. Indemnification

You agree to indemnify and hold harmless Scoutly and its officers, employees and agents from any claim, loss, liability or expense (including reasonable legal fees) arising from your use of the Services, your engagement of any candidate, your breach of these Terms, or your violation of any law or third-party right.

16. Term and termination

Either party may stop using or providing the Services at any time. Termination does not relieve a client of the obligation to pay placement fees already earned, and sections on fees, non-circumvention, confidentiality, intellectual property, disclaimers, liability, indemnification and governing law survive termination.

17. Governing law and disputes

These Terms are governed by the laws of the State of [STATE], without regard to conflict-of-law rules. The parties agree to attempt to resolve any dispute in good faith before commencing proceedings, and submit to the exclusive jurisdiction of the state and federal courts located in [COUNTY, STATE].

18. Changes to these terms

We may update these Terms from time to time. When we do, we will revise the "last updated" date at the top of this page. Material changes will be communicated by email or a notice on the website. Continued use of the Services after a change takes effect constitutes acceptance of the revised Terms.