Scaled – General Terms of Business

Last updated: 13 August 2025

These Terms of Business ("Terms") apply to all services provided by GET SCALED LIMITED ("we", "us", "our" or "the Company") to any client ("you" or "the Client") who has not entered into a separate written Master Services Agreement with us.

By engaging our services, paying an invoice, or otherwise instructing us to proceed, you agree to these Terms. If you do not agree, you should not use our services.

1. Definitions and Interpretation

In these Terms, the following definitions apply:

Applicable Laws means the local employment laws relevant to the Staff Member(s)'s area of employment as determined by the primary physical location where the Staff Member(s) is assigned to perform their duties.
Company means GET SCALED LIMITED of 52 The Knoll, Beckenham, BR35JW.
Confidential Information means any and all information in any form disclosed by one party to the other that is either designated as confidential or that would be reasonably considered as confidential by its nature.
Data means personal data and special/sensitive personal data within the meaning of the Data Protection Legislation.
Data Protection Legislation means (i) the Data Protection Act 2018, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK, (ii) any successor legislation to the Data Protection Act 2018 or the GDPR, or (iii) whichever is in force at the relevant time.
Deposit means the advanced payment paid by the Client to the Company prior to the Employment Start Date.
Designated Responsibilities means those as outlined in an Order Form (or, where no Order Form exists, as otherwise agreed in writing between the parties).
EEA means the European Economic Area.
Employer of Record Services means the Company or Partner(s) employing Staff Member(s) to work for the Client.
Employment Start Date means the date on which the Staff Member(s) commence work for the Client.
Equipment means the devices provided by the Company for Staff Member(s) as part of Equipment Provision Services.
Equipment Provision Services means the Company sourcing and providing Equipment for Staff Member(s), including shipping. Details of repair and replacement will be agreed separately.
Fees means the monthly fee payable to the Company by the Client for the Services, including salaries of the Staff Member(s), statutory employer contributions and other taxes, and Employer of Record, Recruitment and Equipment Provision fees.
Intellectual Property means any and all patents, trademarks, service marks, trade names, logos, copyrights, design rights, trade secrets, know-how, proprietary processes and any other intellectual property rights whether registered or unregistered including all applications, renewals, extensions and restorations thereof, as well as all rights in inventions, technical information, data, software and any other proprietary or Confidential Information used or developed in connection with the Services.
Invoice means the invoice provided by the Company to the Client for the outstanding payments owed by the Client.
Notice Period means the amount of time between either the Staff Member(s) or Company giving notice of the end of the Staff Member(s)'s employment and their last working day.
Partner(s) means third party Employer of Record or Equipment Provision companies who may be subcontracted by the Company to provide services for the Client.
Payment Terms means the payment terms outlined in these Terms.
Recruitment Services means the Company identifying and sourcing potential Staff Member(s) for the Client and arranging interviews with them, initial vetting and shortlisting of prospective candidates, and coordinating with the Client for interviews and other aspects of the recruiting process.
Remuneration means the gross annualised remuneration package payable to the Staff Member(s) including, without limitation, basic salary, bonuses, commission, allowances, and all other benefits, or if engaged on a self-employed basis, the total estimated annualised fees payable.
Services means the Company making reasonable endeavours to provide Recruitment Services, Employer of Record Services or Equipment Provision Services for the Client.
Staff Member(s) means the individual(s) employed by the Company or Partner(s) under these Terms to perform work for the Client.
Order Form means an agreement or written confirmation (including email) between the Client and the Company outlining the specific Designated Responsibilities, Payment Terms, and Fees.

2. Entire Agreement

2.1 Entire Agreement

These Terms form the entire agreement between the parties for the performance of the Services by the Company on behalf of the Client where no separate signed Master Services Agreement exists.

No variation or alteration shall be valid unless agreed in writing.

These Terms apply on an ongoing basis unless terminated in accordance with clause 4.

2.2 Precedence of Terms

If the Client has entered into a separate written Master Services Agreement with the Company, the terms of that agreement will apply and the terms of this agreement will not apply.

If an Order Form contains terms that expressly vary or supplement these Terms, the terms of that Order Form will prevail in relation to the Services specified in that Order Form, but only to the extent of the conflict or inconsistency.

3. Company and Client Obligations

3.1 Company Obligations

The Company shall provide the Services in a professional manner using commercially reasonable industry practices.
The Company will assist the Client in Recruitment Services, Employer of Record Services and/or Equipment Provision Services as and when requested by the Client, and as outlined in the applicable Order Form or agreed scope.
The Company agrees to comply with all Applicable Laws in satisfying its obligations under these Terms.

3.2 Client Obligations

The Client is responsible for the final selection of Staff Member(s).
The Client is responsible for interviewing, providing feedback, conducting background checks, and any other services outside the scope of the Services.
The Client must provide recruitment criteria (job description, required experience, qualifications, etc.) prior to the start of Recruitment Services.
Unless otherwise agreed, the Client must provide all required Equipment.
From the Staff Member(s)'s start date until the end of their engagement, the Client is responsible for day-to-day work management, performance assessment, and negotiation of compensation/benefits.
The Client agrees to reimburse all costs incurred by the Company in facilitating and maintaining employment of Staff Member(s).
The Client agrees to pay the Fees in accordance with these Terms and any applicable Order Form.
The Client agrees to comply with all Applicable Laws.

4. Term and Termination

These Terms remain in effect until terminated by either party.
Either party may terminate by giving 30 calendar days' written notice.
All offboarding must be handled by the Company — the Client must not give direct notice to any Staff Member(s).
Upon termination, the Client remains liable for all Fees, severance, legal costs, and other termination-related expenses until the Staff Member(s) is legally offboarded.
Deposits will be refunded within 60 days after settlement of all outstanding amounts, less any deductions for costs incurred.

5. Fees and Payment Terms

Deposits must be paid before the Employment Start Date.
Monthly invoices must be paid within 7 calendar days of receipt.
All invoices are issued in GBP unless otherwise agreed.
Foreign currency conversion costs may be charged to the Client.
A late payment fee of 3% of the invoice value applies to overdue invoices.

6. Confidentiality and Data Protection

Both parties must keep all Confidential Information secure and not disclose it except as permitted or required by law.
Both parties agree to comply with all applicable data protection legislation, including the UK GDPR.
The Data Processing Addendum (DPA) forms part of these Terms.

7. Intellectual Property

Each party retains ownership of its own intellectual property.
Any intellectual property created by Staff Member(s) for the Client belongs to the Client upon creation.

8. Limitation of Liability & Indemnification

Neither party is liable for indirect or consequential losses.
Liability is capped at the total Fees paid in the 12 months before the claim.
Each party indemnifies the other for losses from breaches of confidentiality or intellectual property provisions.

9. Warranties & Non-Solicitation

The Client must not solicit, hire, or engage Staff Member(s) or Partner(s) introduced by the Company for 12 months after termination without written consent.
Breach incurs a fee equal to one year of Fees for the relevant Staff Member(s).

10. Force Majeure

Neither party is liable for failure to perform due to events beyond its reasonable control.

11. Governing Law & Jurisdiction

These Terms are governed by the laws of England and Wales, with disputes subject to the exclusive jurisdiction of its courts.

12. General Provisions

The Company maintains insurance appropriate for the Services provided.
Rights and obligations may not be assigned without consent.
No set-off or deduction is permitted without written agreement.
If any provision is unenforceable, the rest remain in effect.
No waiver is valid unless in writing.

13. Dispute Resolution

Disputes should first be resolved by direct discussion, then mediation, then arbitration or the courts if necessary.

By engaging our services, you confirm your acceptance of these Terms of Business.