Version 2.0 | Revised 14 July 2025

1. Scout Talent Pty Ltd ABN 18 129 212 602 (Scout Talent, STG, or the Supplier) has developed certain proprietary software applications and platforms, which it makes available to clients via the internet on a subscription basis.
2. The Client wishes to use the Supplier’s Software in its business operations. From time to time, the Client may also request additional recruitment marketing or related professional services from the Supplier.
3. The Supplier has agreed to provide the Software, and where requested, the Services, and the Client has agreed to receive and pay for such Software and/or Services, subject to the terms and conditions of this Agreement, and any applicable Software Proposal or Campaign Order.

1. Definitions and Interpretation

1.1. Definitions

Business Day means a day that is not a Saturday, Sunday, bank holiday or public holiday in Brisbane, Queensland, Australia;

Business Hours means the period from 9:00 am to 5:00 pm on a Business Day in the location of the Supplier’s principal place of business;

Campaign Order means the order in which these terms and conditions are referred; 

Client means the client stated in the Software Proposal or Campaign Order;

Client Data means any data, content, or records input into the Software or provided by the Client in connection with the Services, including candidate data, business information, communications, and documents, whether provided directly by the Client or by candidates on the Client’s behalf;

Damages means liabilities, expenses, losses, damages and costs (including legal costs on a full indemnity basis (whether incurred by or awarded against a party)) and consequential and indirect losses and damages including those arising out of any third-party claim;

Force Majeure Event means, in relation to a party, anything outside the reasonable control of the party, including:

1. any act or omission of a third person (except for an act or omission of the party’s Personnel);
2. fire, flood, earthquake, elements of nature or act of God; or
3. riot, civil disorder, rebellion or revolution;

GST means any goods and services tax, value added tax, consumption tax or other similar tax including, without limitation, any tax arising out of the passage of the A New Tax System (Goods and Services Tax) Act 1999 and associated legislation or regulations;

Implementation Fee means the fee stated in the Software Proposal which will be invoiced to the Customer within 7 days of the Customer accepting the Software Proposal;

Intellectual Property Rights means all intellectual property rights, including but not limited to, the following rights:

1. patents, copyright, rights in circuit layouts, designs, moral rights, trade and service marks (including goodwill in those marks), domain names and trade names and any right to have confidential information kept confidential;
2. any application or right to apply for registration of any of the rights referred to in paragraph (a); and
3. all rights of a similar nature to any of the rights in paragraphs (a) and (b) which may subsist anywhere in the world (including Australia), whether or not such rights are registered or capable of being registered;

Personal Information means personal information as defined in the Privacy Act 1988 (Cth);

Personnel means, in relation to a party, the officers, employees, contractors and agents of the party and any Related Body Corporate of it;

Price means the price stated in the Software Proposal or Campaign Order and includes the Implementation Fee (if included), User Subscription Fee and Training Fee;

Professional Services means recruitment marketing, advertising, or other related services provided by the Supplier to the Client under a Campaign Order, as further described in that Campaign Order;

Related Body Corporate has the meaning given to that term in the Corporations Act 2001;

Services means, collectively, the Software Services and Professional Services;

Software means the online software application provided by the Supplier as part of the Services;

Software Proposal means the Software Proposal and conditions;

Software Services means the subscription-based services provided by the Supplier to the Client under this Agreement and the applicable Software Proposal, including access to the Software, system support, and related technical functionality;

Support Services means the support services detailed in clause 5 and the Software Proposal;

Tax Invoice has the meaning given to that term in the A New Tax System (Goods and Services Tax) Act 1999 (Cth);

Term as stated in the Software Proposal or Campaign Order;

Training means the training services provided by Supplier in accordance with the Software Proposal;

Training Fee means the fee stated in the Software Proposal;

Upgraded Version means an enhancement, improvement or modification to the Software; and

User Subscription Fee means the fee stated in the Software Proposal which will commence being invoiced 4 weeks from the Client accepting the Software Proposal.

1.2. Interpretation

In this agreement, except where the context otherwise requires:

1. the singular includes the plural and vice versa, and a gender includes other genders;
2. another grammatical form of a defined word or expression has a corresponding meaning;
3. a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, this agreement, and a reference to this agreement includes any schedule or annexure;
4. a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;
5. a reference to A$, $A, dollar or $ is to Australian currency;
6. a reference to time is to Australian Eastern Standard time;
7. a reference to a party is to a party to this agreement, and a reference to a party to a document includes the party’s executors, administrators, successors and permitted assigns and substitutes;
8. a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;
9. a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
10. a word or expression defined in the Corporations Act has the meaning given to it in the Corporations Act;
11. the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;
12. any agreement, representation, warranty or indemnity by two or more parties (including where two or more persons are included in the same defined term) binds them jointly and severally;
13. any agreement, representation, warranty or indemnity in favour of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally;
14. a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this agreement or any part of it;
15. if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day; and
16. headings are for ease of reference only and do not affect interpretation.

2. Acceptance

2.1 Software Acceptance

The Client accepts and agrees to be bound by this Agreement by executing a Software Proposal issued by the Supplier. Upon execution, this Agreement forms a binding contract with respect to the Software Services and all applicable general terms.

2.2 Professional Services Activation

 If the Client accepts a Campaign Order, whether by signature, written confirmation, or email reply stating “Campaign Order Accepted,” the Professional Services terms in this Agreement apply from the date of that acceptance.

2.3 Irrevocability and Variation

 Once accepted, the terms of this Agreement are irrevocable and may only be rescinded or varied by written agreement between the parties.

2.4 Entire Agreement and Incorporation

Each accepted Software Proposal and Campaign Order is deemed to incorporate and be governed by the terms of this Agreement, including any applicable schedules and appendices.

2.5 Authority to Bind

Each party represents that the individual accepting or executing a Proposal or Campaign Order on its behalf has full authority to bind that party to this Agreement.

2.6 No Other Representations

The Client acknowledges that no statements, representations, or warranties not expressly contained in this Agreement (or the applicable Proposal or Campaign Order) will have legal effect. The Supplier’s Personnel are not authorised to make any representation inconsistent with this Agreement.

2.7 Client Information Obligations

The Client agrees to provide not less than fourteen (14) days’ prior written notice of any change to its business name, contact details, or relevant trading practices.

3. Services

3.1 Software Services

Upon acceptance of the Software Proposal and payment of the applicable Fees, the Supplier will provide the Client with access to the Software Services in accordance with this Agreement and the terms of the Software Proposal.

3.2 Professional Services

Where the Client has accepted a Campaign Order in accordance with clause 2.2 and paid the applicable Fees, the Supplier will provide the Professional Services as described in the Campaign Order, subject to the terms of this Agreement.

4. Client’s Rights (Software Services)

Subject to the Client’s compliance with this Agreement and the Software Proposal, the Client is entitled to:

(a) access and use the Software in accordance with the terms and limitations set out in the Software Proposal; and

(b) receive information from the Supplier regarding any available Upgraded Versions of the Software.

5. Support

The Supplier will provide the Client with Support Services as described in the Software Proposal and any related documentation provided by the Supplier. The nature, scope, and response times for such support may vary depending on the Client’s selected plan or configuration.

This clause applies only to the extent the Client is entitled to Support Services under their Software Proposal.

6. Training

The Supplier will provide the Client with training services as specified in the Software Proposal or Campaign Order. Where no training is specified, no training services are included under this Agreement.

7. Software Availability

The Supplier guarantees 99.5% uptime for the duration of the agreement.

8. Price & Invoicing

8.1 Price and Tax Invoices

The Price payable under this Agreement is exclusive of GST. The Supplier will issue a Tax Invoice to the Client for the applicable Fees, including the Implementation Fee, User Subscription Fee, Training Fee, and any Fees for Professional Services. Tax Invoices are payable within seven (7) days of the invoice date, unless otherwise specified in the relevant Software Proposal or Campaign Order.

8.2 Late Payment and Interest

If any Tax Invoice remains unpaid for thirty (30) days after becoming due, the Supplier may charge interest on the overdue amount, accruing daily. Interest will be calculated at 2% above the Reserve Bank of Australia’s published cash rate as at the due date. This clause does not limit any other rights or remedies available to the Supplier under this Agreement or at law.

8.3 Receipt of Tax Invoices

For the purpose of this Agreement, the Client will be deemed to have received a Tax Invoice from the Supplier:
(a) if delivered personally – on the day of delivery;
(b) if posted to the address provided – two (2) Business Days after posting;
(c) if sent by email – 24 hours after sending on a Business Day. If sent outside Business Hours, the 24-hour period commences on the next Business Day.

8.4 Fee Adjustments

Upon the expiration of the Term or any Renewal Period, the Supplier may adjust the User Subscription Fee and other Fees to reflect its then-current pricing. Any increase will take effect with at least seven (7) days’ written notice to the Client.

9. Intellectual Property

9.1 Ownership of Software and Methodologies

Scout Talent owns all Intellectual Property Rights in the Software and in any methodologies, systems, or processes developed by Scout Talent in connection with this Agreement. Nothing in this Agreement transfers ownership of those rights to the Client, and the Client must not represent that it owns those rights.

9.2 Ownership of Materials

Scout Talent owns all Intellectual Property Rights in any Materials or other deliverables created by it in the course of providing the Services (including Professional Services) under this Agreement. If, for any reason, any such rights vest in the Client, the Client hereby assigns those rights to Scout Talent and agrees to do all things reasonably necessary to give effect to this assignment.

9.3 Licence to Use Materials

Scout Talent grants the Client a non-exclusive, non-transferable licence to use the Materials solely for its internal business purposes and in accordance with this Agreement. The Client must comply with any reasonable directions provided by Scout Talent in relation to such use.

9.4 Client Data and Usage Licence

The Client retains all Intellectual Property Rights in the data, content, and records it inputs into or stores within the Software, including candidate files and business records (“Client Data”).

The Client grants Scout Talent a non-exclusive, royalty-free, worldwide licence to use, host, copy, transmit, display, and analyse Client Data for the purposes of:
(a) providing and improving the Services (including support and training);
(b) ensuring system functionality and security; and
(c) developing new features, products, or services.

This licence does not permit Scout Talent to disclose Client Data in identifiable form to third parties, except as required by law or expressly authorised by the Client.

9.5 Use of Anonymised and Aggregated Data

Scout Talent may use data derived from the Client’s use of the Services (including Software and Professional Services), in anonymised and aggregated form, for purposes including benchmarking, analytics, product development, and marketing. No Personal Information or confidential business information will be disclosed in any identifiable form.

9.6 Indemnity for Third-Party Infringement

The Client indemnifies Scout Talent from and against all liabilities, losses, and costs incurred as a result of any claim that materials or specifications provided by the Client infringe the Intellectual Property Rights of a third party.

10. Privacy

If either party gives the other Personal Information, the party in receipt of the Personal Information must comply with:

1. the Privacy Act 1988 (Cth), the National Privacy Principles established under the Act and any applicable law relating to privacy; and
2. the other party’s reasonable directions for the protection of the Personal Information, including how it collects, holds, uses and discloses the information.

11. Confidentiality

11.1 Obligations of the Client

All information, data, drawings, specifications, documentation, software listings, source or object code, or support documentation provided by the Supplier to the Client relating to the Software or the Services is confidential. The Client must:

• use such information solely in accordance with this Agreement; and
• not, during or after the expiry or termination of this Agreement, disclose it to any third party without the Supplier’s prior written consent.

The Client must not itself, or through any subsidiary, agent, or third party:

• modify, vary, enhance, copy, sell, lease, license, sub-license, or otherwise deal with the Software or any part or version of it; or
  develop software or other programs based on any confidential information supplied by the Supplier.

11.2 Obligations of the Supplier

If, in using the Software or Services, the Client discloses any business, financial, or candidate information of a confidential nature to the Supplier, the Supplier agrees to keep such information confidential. This obligation does not apply to:

• information that becomes public through no fault of the Supplier;
• disclosures required by law; or
• information already known to the Supplier at the time of disclosure.

11.3 Survival 

These obligations continue to apply after the termination or expiry of this Agreement.

12. Data Storage

12.1 Data Export upon Termination

Upon termination of this Agreement, the Client may request that the Supplier export the Client’s standard data stored within the Software and provide it in CSV format. The Supplier will use reasonable efforts to complete the export within 14 days of receiving the request.

The standard data export includes a CSV file containing the following candidate information:

• Candidate ID
• Candidate First name
• Candidate Last name
• Candidate Email
• Candidate Phone 1 (and Phone 2 if supplied)
• Candidate Address details (Street, Street Cont., City/Town/Suburb, Postcode/Zipcode, Country, State/Region/Province)
• Job Title and Job Reference
• Source
• Application Date
• Status
• Screening Questions
• Suitability Comments

In addition, the package includes attachments submitted by the candidate (e.g. resumes), provided in a password-protected .zip file, accessible via a secure S3 bucket.

12.2 Professional Services Data

Where the Client has received Professional Services, any project-related documents, advertisements, or content created during the Term may be retained by the Supplier for internal reference, compliance, audit, or external purposes such as showcasing examples of past work (e.g. in marketing materials or industry updates), unless the Client expressly requests deletion. In such cases, the Supplier will use reasonable efforts to remove or anonymise the relevant content, subject to legal and operational limitations.

13. Indemnity

13.1 The Supplier agrees to indemnify the Client from and against liability under any final judgment in proceedings brought by a third party against the Client which determine that the Client’s use of the Software constitutes an infringement in Australia of Intellectual Property Rights, provided that:
(a) the Client has not modified the Software or used it outside the scope of this Agreement; and
(b) the Client promptly notifies the Supplier of the claim and provides reasonable assistance in its defence.

13.2 In the event that any such infringement occurs or may occur, the Supplier may, at its sole option and expense:
(a) procure for the Client the right to continue using the Software or any infringing part;
(b) modify or amend the Software or infringing part so that it becomes non-infringing;
(c) replace the Software or infringing part with other software of similar capability; or
(d) refund the Fees relating to the whole or the infringing part of the Software.

13.3 This clause does not apply to Professional Services or to any materials, specifications, or content provided by the Client.

14. Limitation of Liability

14.1 Statutory Protections

Nothing in this Agreement excludes, restricts, or modifies any right or remedy conferred on a party by the Competition and Consumer Act 2010 (Cth) or any other applicable law that cannot be excluded, restricted, or modified by agreement.

14.2 Limited Remedies for Non-Excludable Rights

Where any condition, warranty, or right is implied by law and cannot be excluded, the Supplier limits its liability for breach to, at its option:
(a) resupplying the affected Software or Services; or
(b) paying the cost of having the Software or Services resupplied.

14.3 Liability Caps

Subject to clause 14.1, if the Client makes any claim against the Supplier in connection with this Agreement (whether in contract, tort, statute, or otherwise), the Supplier’s liability is limited as follows:

(a) for personal injury (including sickness or death) – unlimited;
(b) for loss of or damage to tangible property – $10,000;
(c) for all other claims – limited in aggregate to the Fees paid by the Client for the Software or Services giving rise to the claim, as at the date the liability arose.

14.4 Excluded Losses

To the maximum extent permitted by law, the Supplier is not liable for any:

(a) indirect or consequential loss;
(b) loss of profits, revenue, opportunity, or goodwill;
(c) loss of data;
(d) business interruption or reputational damage.

15. Warranty

15.1 Acknowledgement

The Client acknowledges that software is inherently complex and may not be error-free. The existence of minor errors or bugs will not constitute a breach of this Agreement.

15.2 Limited Warranty Period

If the Client discovers a material error that substantially affects the use of the Software and notifies the Supplier within ninety (90) days of the Software activation date, the Supplier will, at its option:
(a) refund the applicable portion of the Fees; or
(b) use reasonable efforts to correct the error by patch or new release.

This warranty does not apply where the error arises from:

(i) modifications not made by the Supplier;
(ii) use contrary to instructions;
(iii) abuse or corruption of the Software; or
(iv) use with incompatible software or hardware.

15.3 Disclaimer of Other Warranties

To the extent permitted by law, the Supplier excludes all other express or implied warranties, including any implied warranties of merchantability or fitness for a particular purpose.

15.4 Virus Scanning

Although the Supplier takes reasonable steps to detect known viruses in the Software, the Supplier does not warrant that the Software is free from all viruses. The Client remains responsible for conducting its own virus scanning.

16. Term and Termination

16.1. Upon the expiration of the Term of this agreement, unless terminated by written notice received 30 (thirty) days before the expiration date, the Agreement will automatically renew for a subsequent term equal to the original Term of the Agreement (Renewal Period), at the Supplier’s then current fees, subject to any adjustment agreed between the parties. After the Renewal Period, each party may terminate this Agreement by written notice received 30 (thirty) days before the expiration of the current Renewal Period.

16.2. In addition to any other remedies a party may have, either we or you may terminate this agreement:

1. upon thirty (30) days’ notice if the other party materially breaches any of the terms of this Agreement and that party fails to remedy the breach within fourteen (14) days of that party being notified to do so; or
2. immediately if the other party suffers an Insolvency Event under any applicable act or law.

16.3. We may terminate the Contract immediately and without notice in the case of non-payment by you.

16.4. Notwithstanding the foregoing, you must immediately pay us an amount equivalent to the Fees that would have been due for the Services up to and including the last day of the original Term or then current Renewal Term (as applicable), except where the Agreement has been terminated for STG’s material breach that has not been remedied. The requirement to pay the Fees for the remainder of the original Term or then current Renewal Term is a reasonable and genuine pre-estimate of STG’s loss.

16.5. Upon any termination, we may, but are not obligated to (unless required by applicable laws, including Privacy Laws), delete stored Customer Data or Customer Content.

16.6. All parts of these Customer Terms, which by their nature should survive termination, will survive termination, including accrued rights to payment, confidentiality obligations, warranty disclaimers and limitations of liability.

16.7. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement by law, or otherwise.

16.8. Except as set forth in this clause, once the Agreement terminates:

1. the rights and licences granted by STG to you will cease immediately (except as set forth in this clause);
2. you (and your Users) must cease all use of the Services, STG Content, Courses and any Materials;
3. you must pay to us any and all outstanding Fees in accordance with the Agreement;
4. you are required to delete the Services and any Materials made available to you under the Agreement, including any STG Confidential Information from your systems as applicable (including any third-party systems operated on your behalf) and, if requested by us, provide written certification to us that you have done so at our request;
5. you undertake not to attempt to access the Services or any data stored in the Service (except in accordance with our Privacy Policy), any Materials, any Courses, the Website, or the App after the date of termination; and
6. if we have entered into an agreement with any of your Users on the terms of the User Terms, that agreement will immediately terminate (and you will ensure that the relevant Users are aware of this.

17. Dispute Resolution

17.1 Good Faith Negotiation

If a dispute arises in connection with this Agreement, the parties must use reasonable efforts to resolve it through direct discussions between their respective managers.

17.2 Escalation to Chief Executive Officers

If the dispute is not resolved within ten (10) Business Days, the dispute must be referred to the Chief Executive Officers of each party (or their nominated delegates) for resolution.

17.3 Right to Proceed

If the dispute is not resolved within thirty (30) days after referral to the Chief Executive Officers, either party may commence legal proceedings. Nothing in this clause prevents a party from seeking urgent injunctive or interlocutory relief.

17.4 Continuity of Services

Each party must continue to perform its obligations under this Agreement while a dispute is being resolved, unless otherwise agreed in writing.

18. Force Majeure

18.1 Suspension of Obligations

Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except for any obligation to pay money) if such delay or failure is due to a Force Majeure Event.

18.2 Definition

A Force Majeure Event means an event beyond a party’s reasonable control, including natural disasters, fire, flood, pandemic, war, terrorism, civil unrest, strikes, government restrictions, power or internet outages, or any other circumstance beyond the reasonable control of the affected party.

18.3 Termination Right

If a Force Majeure Event continues for sixty (60) consecutive days and substantially affects performance under this Agreement, either party may terminate the Agreement by giving written notice to the other party.

19. Notices and other communications

19.1 Form of Notice

Any notice or communication under this Agreement must be in writing, in English, and may be delivered by hand, sent by post, or sent by email to the address specified in the relevant Software Proposal or Campaign Order, or as otherwise notified in writing by the receiving party.

19.2 When a Notice is Deemed Received

A notice is deemed to be received:

• (a) if delivered by hand – at the time of delivery;
  
  
• (b) if sent by post – two (2) Business Days after posting;
  
  
• (c) if sent by email – 24 hours after sending on a Business Day. If sent outside Business Hours, it is deemed received at 9:00 am on the next Business Day.

19.3 Email Validity

A notice sent by email will be valid only if it is sent to the email address specified in the relevant Software Proposal or Campaign Order, or to another email address notified in writing by the receiving party. The notice is not valid if it is returned as undeliverable.

20. Miscellaneous

20.1 Entire Agreement

This Agreement, including any Software Proposal, Campaign Order, and attached schedules, constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, or understandings in relation to its subject matter.

20.2 No Assignment Without Consent

Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, except that the Supplier may assign this Agreement as part of a corporate restructure, sale, or merger.

20.3 Waiver

A failure or delay by either party to exercise a right or remedy under this Agreement does not constitute a waiver of that right or remedy. A waiver must be in writing to be effective.

20.4 Relationship

Nothing in this Agreement creates a partnership, joint venture, or agency relationship between the parties. Each party is an independent contractor.

20.5 Severability

If any provision of this Agreement is found to be invalid or unenforceable, that provision will be severed, and the remainder of the Agreement will continue in full force and effect.

20.6 Variation

This Agreement may only be amended in writing signed by both parties.

20.7 Governing Law

This Agreement is governed by the laws of the State of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the courts of that State.

21. Professional Services (If Applicable)

21.1 Scope of Services

The Supplier will provide the Professional Services set out in each accepted Campaign Order. Unless otherwise agreed in writing, the Supplier does not guarantee that the Professional Services will result in a successful hire, or that any candidate will meet the Client’s requirements.

21.2 Client Responsibilities

The Client is solely responsible for:
(a) reviewing and verifying candidate qualifications, experience, and references;
(b) making all hiring decisions; and
(c) ensuring compliance with applicable employment, privacy, and anti-discrimination laws.

21.3 Use of Tools and Third-Party Platforms

The Supplier may use third-party websites, platforms, or tools to deliver Professional Services. The Supplier is not liable for the availability, performance, or content of any third-party tools it does not control.

21.4 Non-Exclusivity

Unless expressly stated otherwise in the Campaign Order, the Supplier may provide similar services to other clients in the same industry or region, provided no Client Confidential Information is disclosed.

21.5 Reuse of Materials

Unless agreed otherwise in writing, the Supplier may use any generic templates, structures, or content developed during the provision of Professional Services in connection with other clients, provided it does not disclose the Client’s Confidential Information.

Last updated 14.07.2025