Last updated: 23 September 2026
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.
1.1 In these Terms:
1.2 Headings do not affect interpretation. "Including" means "including without limitation". "Writing" includes email. References to clauses are to clauses of these Terms.
2.1 These Terms, each Order Form and the Data Processing Addendum (DPA) - which can also be found on the getscaled.io website - together form the entire agreement between the parties for the Services. They replace any earlier discussions, proposals or understandings.
2.2 If the Client has signed a separate Master Services Agreement with the Company, that agreement applies instead of these Terms.
2.3 If an Order Form expressly varies these Terms, the Order Form prevails for the Services it covers, but only to the extent of the conflict. On data protection matters, the DPA prevails.
2.4 The Client confirms that it has not relied on any statement or representation that is not set out in these Terms or an Order Form. Nothing in this clause limits liability for fraudulent misrepresentation. Any terms in the Client's purchase orders or other documents do not apply.
2.5 No variation of these Terms is valid unless it is agreed in writing by authorised representatives of both parties.
2.6 The Company may update these Terms by publishing a revised version on its website. If a change materially affects an existing Client, the Company will give at least thirty (30) days' written notice before it takes effect. During that period the Client may terminate under clause 6.2. An update will not change Fees agreed in an Order Form except as clause 7 permits.
2.7 These Terms continue until terminated under clause 6.
3.1 Company obligations. The Company shall:
3.2 The Company may perform the Services through Group Companies and Partners. It remains responsible to the Client for performing its obligations under these Terms.
3.3 Client obligations. The Client shall:
3.4 Treatment of Staff Members. The Client shall, and shall ensure that its personnel:
3.5 Direction, supervision and work product. The Company sources, recruits and facilitates the engagement of Staff Member(s) and, where applicable, acts as their legal employer for employment, payroll and compliance purposes. The Company does not direct, supervise or control how Staff Member(s) carry out their work. The Company gives no warranty as to, and accepts no responsibility or liability for, the quality, output, deliverables or work product of any Staff Member(s), or for any Client Systems, including any accounts, systems, tools, domains, credentials or other assets created, configured, accessed or held by Staff Member(s) during their engagement. Responsibility for directing, supervising, reviewing and accepting the Staff Member(s)'s work rests solely with the Client.
3.6 Client Systems and access. The Client is responsible for:
The Company's contracts with Staff Member(s) require them to keep Client information confidential and to return Client property and access when their engagement ends. At the Client's request and cost, the Company will take reasonable steps to enforce those obligations.
3.7 Disputes and facilitation. Where a dispute, grievance, handover or offboarding issue arises between the Client and any Staff Member(s), the Company may, at its sole discretion and as a goodwill measure, help the parties as a facilitator in seeking a resolution. Any such help is provided on a reasonable-endeavours basis only. The Company's involvement does not mean that it assumes responsibility or liability for the underlying work, the acts or omissions of the Staff Member(s), the security or integrity of any systems or accounts, or the outcome of the dispute. It is without prejudice to the allocation of responsibility set out in clauses 3.5 and 3.6.
4.1 Staff Member(s) are employed or engaged by the Company, a Group Company or a Partner under a written contract that complies with Applicable Laws. For Staff Member(s) based in South Africa, these include the Basic Conditions of Employment Act 1997 and the Labour Relations Act 1995.
4.2 Annual leave. Staff Member(s) employed in South Africa are entitled by law to at least fifteen (15) working days' paid annual leave in each 12-month leave cycle. This figure assumes a five-day working week and is equivalent to 21 consecutive days. It is in addition to South African public holidays, and it is the minimum annual leave the Company can offer.
4.3 Leave management. Staff Member(s) request leave under the Company's leave policy. The Client may reasonably manage when leave is taken, but must not refuse leave in a way that prevents a Staff Member from taking their statutory entitlement within the time Applicable Laws require. Accrued but untaken annual leave must be paid out on termination as required by law, and that cost will be invoiced to the Client.
4.4 Working hours. Working hours are set by the Staff Member's contract and Applicable Laws, including limits on ordinary hours and overtime. Core hours and time-zone expectations should be agreed in the Order Form. Overtime may only be worked by agreement, and any statutory overtime pay will be charged to the Client.
4.5 Changes. The Client must request any change to a Staff Member's Remuneration, role, hours, benefits or work location from the Company in writing at least ten (10) Business Days before the relevant payroll cut-off. Only the Company can implement such a change. Staff Member(s) must not work from outside South Africa, other than for short periods of travel, without the Company's prior written approval. The Client must tell the Company promptly if it becomes aware that a Staff Member is doing so.
5.1 Only the Company may issue formal warnings, start disciplinary or performance processes, suspend, or give notice to a Staff Member. The Client must not give any Staff Member notice of termination, or tell them that their engagement is ending. Doing so may itself give rise to legal claims.
5.2 Raising concerns. The Client must tell the Company promptly and in writing about any performance or conduct concern, with specific examples, dates, supporting documents and the standard expected. The Company can only run a fair process based on the evidence the Client provides. Late or incomplete information will lengthen the process. The Client must make relevant personnel available, remotely if needed, to take part in meetings or hearings as witnesses.
5.3 Fair process. Under South African law, any dismissal must be for a fair reason and follow a fair procedure. This applies both during and after the Probation Period, and there is no minimum length of service before this protection applies. The Staff Member must generally be told about the concern, given a reasonable opportunity to respond or improve, and allowed to make representations before a decision is made.
5.4 How long Offboarding takes. Before notice can be given, the Company must usually complete a fair disciplinary, performance or consultation process. This typically takes between one (1) and four (4) weeks, including during the Probation Period. The applicable Notice Period is then served. Where lawful and agreed with the Client, notice may instead be paid in lieu at the Client's cost. The Company will use reasonable endeavours to complete Offboarding as quickly as Applicable Laws allow. The minimum statutory Notice Period in South Africa is:
5.5 Fees during a process. Fees continue throughout any process, suspension and Notice Period until Offboarding is complete. After informing the Company, the Client may restrict or suspend a Staff Member's access to Client Systems at any time. This does not end the Staff Member's employment, and it does not reduce the Fees.
5.6 Client-requested termination. The Client may ask the Company to end a Staff Member's engagement by giving the Company at least seven (7) days' written notice, with its reasons, before the Company begins the Offboarding process. After that notice, the Company will begin Offboarding in accordance with clause 5.4, subject to Applicable Laws and the Staff Member's contract. The Client should therefore allow for the seven (7) day notice to the Company, the process described in clause 5.4, and the Notice Period.
5.7 Role no longer required. If the Client no longer needs a role for reasons unrelated to the Staff Member's performance or conduct, South African law treats the dismissal as one for operational requirements. That requires a consultation process and, for employees with at least one year of service, severance pay of at least one week's remuneration for each completed year of service. The Client bears these costs.
5.8 Termination costs. The Client bears all costs of ending a Staff Member's engagement, including:
This does not apply to the extent any such cost is caused by the Company's breach of these Terms or its negligence.
5.9 Resignations and Company-initiated action. If a Staff Member resigns, the Company will tell the Client, and the Staff Member will serve their Notice Period. The Company may itself begin a process or end a Staff Member's employment where the law requires it or in cases of serious misconduct, and will tell the Client promptly. If the Client asks, the Company will use reasonable endeavours to source a replacement, with fees for the replacement set out in the relevant Order Form.
6.1 These Terms continue until terminated under this clause 6.
6.2 Either party may terminate these Terms by giving thirty (30) calendar days' written notice.
6.3 Either party may terminate immediately by written notice if the other party:
6.4 When these Terms terminate for any reason, all Staff Member(s) must be Offboarded in accordance with clause 5. These Terms, including the Client's payment obligations, continue to apply until Offboarding is complete. As clause 5.4 explains, Offboarding takes longer than the Notice Period alone.
6.5 On termination, the Client must pay all outstanding invoices and any amounts not yet invoiced. The Company will invoice any uninvoiced amounts within thirty (30) days of the later of termination or its discovery of those amounts.
6.6 The Company will refund the Onboarding Deposit within sixty (60) days after Offboarding is complete and all outstanding amounts have been settled. It may deduct any amounts owed and any costs incurred in recovering them.
6.7 The Client must ensure that Equipment is returned. The Company's costs of collecting, storing and resetting Equipment will be charged to the Client.
6.8 Clauses 5.8, 6.4 to 6.8, 7 to 12, 15 and 16 survive termination.
7.1 The Fees are as set out in the Order Form and these Terms.
7.2 Search Deposit. The Company may, at its discretion, require a Search Deposit before it begins Recruitment Services for any role. If required, the Search Deposit is payable before Initial Work begins and is non-refundable once Initial Work has started. If a Staff Member's Start Date falls within six (6) months of the completion of Initial Work, the Search Deposit will be credited against the Client's first invoice. Where no Search Deposit is required, the Company will provide Recruitment Services on a reasonable-endeavours basis and gives no commitment to complete Initial Work.
7.3 Onboarding Deposit. The Onboarding Deposit will be invoiced at least seven (7) days before the Start Date and must be paid before the Start Date. The Company is not obliged to begin employing a Staff Member until it is received. The deposit is held as security. The Company may apply it to any overdue amount, and the Client must top it up on request. No interest is payable on it.
7.4 Monthly invoices. Monthly invoices must be paid within seven (7) calendar days of receipt. Payment on time is essential, because the Company pays Staff Member Remuneration and statutory contributions on the Client's behalf.
7.5 Currency. Invoices are issued in GBP unless otherwise agreed. Foreign currency conversion costs may be charged to the Client.
7.6 VAT. All Fees are exclusive of VAT and any other applicable sales taxes, which the Client will pay in addition.
7.7 Late payment. If an invoice is not paid by its due date, the Client must pay a late payment fee of 3% of the overdue amount, plus the Company's reasonable costs of recovering it.
7.8 Suspension for non-payment. If an invoice remains unpaid more than fourteen (14) days after its due date, the Company may, on written notice, suspend any Services other than its legal obligations as an employer. It may also treat the non-payment as a material breach and begin Offboarding the Staff Member(s). The Client remains liable for all resulting costs under clause 5.8.
7.9 Minimum commitment. The Client must pay a minimum of three (3) months' Service Fees for each Staff Member from their Start Date, whatever the actual length of their employment or engagement.
7.10 Changes to Fees. Remuneration, statutory contributions, taxes, levies, benefits and other pass-through costs are charged at cost. If they change, whether through a change in law, an agreed salary review or currency movements, the Fees will change accordingly, and the Company will notify the Client in writing. The Company may increase the Service Fee once in any twelve-month period by giving at least thirty (30) days' written notice.
7.11 Reimbursable costs. The Client will reimburse all reasonable additional costs the Company incurs in facilitating, maintaining or ending a Staff Member's engagement. These include attending the CCMA, a bargaining council, the Labour Court or tribunals; legal and HR advisory costs; collecting and delivering devices; device storage; and software installation. These costs will be evidenced and added to the next invoice.
7.12 Disputed invoices. The Client must notify the Company of any disputed invoice within five (5) Business Days of receipt, with reasons, and must pay the undisputed portion on time.
7.13 No set-off. The Client may not set off or deduct any amount from sums due to the Company.
8.1 Each party will keep the other's Confidential Information confidential. It will use it only for the purposes of these Terms, and will protect it with at least the same degree of care it uses for its own confidential information, and in any event with reasonable care.
8.2 Clause 8.1 does not apply to information that:
8.3 On request, and in any event on termination, each party will return or securely delete the other's Confidential Information and confirm in writing that it has done so. It may keep copies where the law requires.
8.4 This clause 8 survives for three (3) years after termination, and for trade secrets it survives indefinitely.
9.1 Each party will comply with Data Protection Legislation.
9.2 The DPA forms part of these Terms. It sets out each party's role and the safeguards that apply to international transfers of personal data, including between the UK or EEA and South Africa. For the purposes of any international data transfer mechanism in the DPA, the Client is the data exporter. The Client's signature or written acceptance of an Order Form shall be treated as its execution of the DPA and of that transfer mechanism.
9.3 The Client is responsible for personal data that Staff Member(s) process within Client Systems on its instructions.
10.1 Each party keeps ownership of its own Intellectual Property. The Company grants the Client a limited, non-exclusive, non-transferable licence to use the Company's Intellectual Property solely for the purpose of receiving the Services.
10.2 All Intellectual Property created by Staff Member(s) in performing work for the Client belongs to the Client from creation. To the extent any such rights vest in the Company, a Group Company or a Partner, including by operation of law as employer, the Company assigns them, and will procure that they are assigned, to the Client, by way of present assignment of future rights.
10.3 The Company will ensure that its contracts with Staff Member(s) include appropriate confidentiality provisions, IP assignment provisions and, to the extent permitted, waivers of moral rights.
10.4 At the Client's request and cost, the Company will take reasonable steps, and will require Staff Member(s) to sign any documents reasonably needed, to perfect the Client's rights under this clause.
10.5 Any unauthorised use of the Company's Intellectual Property by the Client entitles the Company to terminate these Terms immediately and to take any legal action it considers necessary.
11.1 During these Terms and for twelve (12) months after the later of termination of these Terms or the end of the relevant individual's engagement, the Client must not, without the Company's prior written consent, directly or indirectly solicit, employ or engage any Staff Member, or any Candidate introduced in the previous twelve (12) months. This applies in any capacity, including as an employee, contractor or consultant, or through another employer of record, agency or other third party.
11.2 During the same period, the Client must not directly or indirectly solicit or engage any Partner to provide services to the Client other than through the Company.
11.3 If the Client breaches clause 11.1 or 11.2, or with the Company's consent transfers a Staff Member to its own or a third party's employment, the Client will pay the Company a fee (the "Conversion Fee") equal to:
11.4 For the purposes of clause 11.3:
11.5 The Conversion Fee is exclusive of VAT and is payable within 7 days of the date of the Company's invoice.
12.1 Nothing in these Terms limits or excludes liability for:
12.2 Subject to clause 12.1, neither party is liable for any indirect or consequential loss, or for any loss of profits, revenue, business, goodwill or anticipated savings, loss or corruption of data, or business interruption.
12.3 Subject to clauses 12.1 and 12.4, each party's total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence) or otherwise, shall not exceed the total Service Fees paid and payable in the twelve (12) months before the event giving rise to the claim.
12.4 The limits in clauses 12.2 and 12.3 do not apply to:
12.5 Except to the extent caused by the Company's breach of these Terms, the Company has no liability for:
12.6 The Client will indemnify the Company, its Group Companies and Partners against all losses, liabilities, awards, fines, costs and expenses (including reasonable legal fees) arising from:
12.7 Each party will indemnify the other against losses arising from its breach of clause 8 (Confidentiality) or clause 10 (Intellectual Property).
12.8 Except as expressly set out in these Terms, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.
13.1 Neither party is in breach of these Terms, or liable for delay or failure to perform, if the delay or failure results from events beyond its reasonable control. Such events include natural disasters, pandemics, war, civil unrest, terrorism, industrial action, government action, and widespread failure of power or telecommunications.
13.2 This clause 13 does not apply to the Client's obligation to pay the Fees. Fees for Staff Member(s) remain payable for as long as they remain employed or engaged.
13.3 The affected party must notify the other in writing within five (5) days, explaining the expected duration and impact of the event. If the event continues for more than one (1) month, either party may terminate these Terms by giving fifteen (15) days' written notice. Clause 6.4 continues to apply.
The Company maintains insurance appropriate to the Services and will provide summary evidence of it on reasonable request.
These Terms, and any dispute or claim arising out of or in connection with them, are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.
16.1 The parties will first try to resolve any dispute through discussion between senior representatives.
16.2 If the dispute is not resolved within thirty (30) days, either party may propose mediation in London, which the parties will attend in good faith.
16.3 If mediation does not resolve the dispute within thirty (30) days of starting, either party may bring proceedings under clause 15.
16.4 Nothing in this clause prevents either party from seeking urgent injunctive relief, or prevents the Company from recovering undisputed sums through the courts, at any time.
17.1 Assignment. The Client may not assign, novate or transfer its rights or obligations under these Terms without the Company's prior written consent. The Company may assign or subcontract to a Group Company or Partner, and may assign any debts owed to it to a finance or factoring company, which may then enforce payment.
17.2 Relationship. Nothing in these Terms creates a partnership, joint venture or agency between the parties.
17.3 Notices. Notices must be in writing and sent by email: to the Company at info@getscaled.co, and to the Client at the address in the Order Form. A notice sent outside business hours is deemed received on the next Business Day.
17.4 Third-party rights. No third party has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce these Terms, except that Group Companies and Partners may enforce clause 12.6.
17.5 Compliance. Each party will comply with applicable anti-bribery, anti-slavery and sanctions laws.
17.6 Publicity. The Company may name the Client as a client in its marketing unless the Client objects in writing.
17.7 Severance and waiver. If any provision of these Terms is unenforceable, the rest remain in effect. No failure or delay in exercising a right is a waiver of it, and no waiver is valid unless it is in writing.
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.