{"id":1322,"date":"2025-07-02T04:51:24","date_gmt":"2025-07-02T04:51:24","guid":{"rendered":"https:\/\/stg-scouttalent-staging.kinsta.cloud\/au\/?page_id=1322"},"modified":"2026-07-01T03:48:37","modified_gmt":"2026-07-01T03:48:37","slug":"terms-of-use","status":"publish","type":"page","link":"https:\/\/scouttalent.com\/ca\/terms-of-use\/","title":{"rendered":"Terms of Use"},"content":{"rendered":"<div data-elementor-type=\"wp-page\" data-elementor-id=\"1322\" class=\"elementor elementor-1322\" data-elementor-post-type=\"page\">\n\t\t\t\t<div class=\"elementor-element elementor-element-0d32c8c e-flex e-con-boxed magic-button-disabled-no wpr-particle-no wpr-jarallax-no wpr-parallax-no wpr-sticky-section-no wpr-column-slider-no wpr-equal-height-no e-con e-parent\" data-id=\"0d32c8c\" data-element_type=\"container\" data-e-type=\"container\">\n\t\t\t\t\t<div class=\"e-con-inner\">\n\t\t\t\t<div class=\"elementor-element elementor-element-e03f1ce elementor-widget elementor-widget-spacer\" data-id=\"e03f1ce\" data-element_type=\"widget\" data-e-type=\"widget\" data-widget_type=\"spacer.default\">\n\t\t\t\t\t\t\t<div class=\"elementor-spacer\">\n\t\t\t<div class=\"elementor-spacer-inner\"><\/div>\n\t\t<\/div>\n\t\t\t\t\t\t<\/div>\n\t\t\t\t<div class=\"elementor-element elementor-element-c4d08c1 elementor-widget elementor-widget-heading\" data-id=\"c4d08c1\" data-element_type=\"widget\" data-e-type=\"widget\" data-widget_type=\"heading.default\">\n\t\t\t\t\t<h1 class=\"elementor-heading-title elementor-size-default\">Terms of <span style=\"color:#0DC6BF\">Use<\/span><\/h1>\t\t\t\t<\/div>\n\t\t\t\t<div class=\"elementor-element elementor-element-b5be6f9 elementor-widget elementor-widget-spacer\" data-id=\"b5be6f9\" data-element_type=\"widget\" data-e-type=\"widget\" data-widget_type=\"spacer.default\">\n\t\t\t\t\t\t\t<div class=\"elementor-spacer\">\n\t\t\t<div class=\"elementor-spacer-inner\"><\/div>\n\t\t<\/div>\n\t\t\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t<div class=\"elementor-element elementor-element-70e78bb e-flex e-con-boxed magic-button-disabled-no wpr-particle-no wpr-jarallax-no wpr-parallax-no wpr-sticky-section-no wpr-column-slider-no wpr-equal-height-no e-con e-parent\" data-id=\"70e78bb\" data-element_type=\"container\" data-e-type=\"container\">\n\t\t\t\t\t<div class=\"e-con-inner\">\n\t\t\t\t<div class=\"elementor-element elementor-element-8feda61 e-n-tabs-mobile elementor-widget elementor-widget-n-tabs\" data-id=\"8feda61\" data-element_type=\"widget\" data-e-type=\"widget\" data-settings=\"{&quot;horizontal_scroll&quot;:&quot;disable&quot;}\" data-widget_type=\"nested-tabs.default\">\n\t\t\t\t\t\t\t<div class=\"e-n-tabs\" data-widget-number=\"150919777\" aria-label=\"Tabs. Open items with Enter or Space, close with Escape and navigate using the Arrow keys.\" data-no-translation-aria-label=\"\">\n\t\t\t<div class=\"e-n-tabs-heading\" role=\"tablist\">\n\t\t\t\t\t<button id=\"e-n-tab-title-1509197771\" data-tab-title-id=\"e-n-tab-title-1509197771\" class=\"e-n-tab-title\" aria-selected=\"true\" data-tab-index=\"1\" role=\"tab\" tabindex=\"0\" aria-controls=\"e-n-tab-content-1509197771\" style=\"--n-tabs-title-order: 1;\">\n\t\t\t\t\t\t<span class=\"e-n-tab-title-text\">\n\t\t\t\tTerms &amp; Conditions AU\t\t\t<\/span>\n\t\t<\/button>\n\t\t\t\t<button id=\"e-n-tab-title-1509197772\" data-tab-title-id=\"e-n-tab-title-1509197772\" class=\"e-n-tab-title\" aria-selected=\"false\" data-tab-index=\"2\" role=\"tab\" tabindex=\"-1\" aria-controls=\"e-n-tab-content-1509197772\" style=\"--n-tabs-title-order: 2;\">\n\t\t\t\t\t\t<span class=\"e-n-tab-title-text\">\n\t\t\t\tTerms &amp; Conditions CA\t\t\t<\/span>\n\t\t<\/button>\n\t\t\t\t\t<\/div>\n\t\t\t<div class=\"e-n-tabs-content\">\n\t\t\t\t<div id=\"e-n-tab-content-1509197771\" role=\"tabpanel\" aria-labelledby=\"e-n-tab-title-1509197771\" data-tab-index=\"1\" style=\"--n-tabs-title-order: 1;\" class=\"e-active elementor-element elementor-element-ca01030 e-con-full e-flex magic-button-disabled-no wpr-particle-no wpr-jarallax-no wpr-parallax-no wpr-sticky-section-no wpr-column-slider-no wpr-equal-height-no e-con e-child\" data-id=\"ca01030\" data-element_type=\"container\" data-e-type=\"container\">\n\t\t\t\t<div class=\"elementor-element elementor-element-8b17640 elementor-widget-divider--view-line elementor-widget elementor-widget-divider\" data-id=\"8b17640\" data-element_type=\"widget\" data-e-type=\"widget\" data-widget_type=\"divider.default\">\n\t\t\t\t\t\t\t<div class=\"elementor-divider\">\n\t\t\t<span class=\"elementor-divider-separator\">\n\t\t\t\t\t\t<\/span>\n\t\t<\/div>\n\t\t\t\t\t\t<\/div>\n\t\t\t\t<div class=\"elementor-element elementor-element-e5b268f e-n-tabs-mobile elementor-widget elementor-widget-n-tabs\" data-id=\"e5b268f\" data-element_type=\"widget\" data-e-type=\"widget\" data-settings=\"{&quot;tabs_justify_horizontal&quot;:&quot;start&quot;,&quot;horizontal_scroll&quot;:&quot;disable&quot;}\" data-widget_type=\"nested-tabs.default\">\n\t\t\t\t\t\t\t<div class=\"e-n-tabs\" data-widget-number=\"240854671\" aria-label=\"Tabs. Open items with Enter or Space, close with Escape and navigate using the Arrow keys.\" data-no-translation-aria-label=\"\">\n\t\t\t<div class=\"e-n-tabs-heading\" role=\"tablist\">\n\t\t\t\t\t<button id=\"e-n-tab-title-2408546711\" data-tab-title-id=\"e-n-tab-title-2408546711\" class=\"e-n-tab-title\" aria-selected=\"true\" data-tab-index=\"1\" role=\"tab\" tabindex=\"0\" aria-controls=\"e-n-tab-content-2408546711\" style=\"--n-tabs-title-order: 1;\">\n\t\t\t\t\t\t<span class=\"e-n-tab-title-text\">\n\t\t\t\tTerms and Conditions \u2013 Software and Professional Services\t\t\t<\/span>\n\t\t<\/button>\n\t\t\t\t\t<\/div>\n\t\t\t<div class=\"e-n-tabs-content\">\n\t\t\t\t<div id=\"e-n-tab-content-2408546711\" role=\"tabpanel\" aria-labelledby=\"e-n-tab-title-2408546711\" data-tab-index=\"1\" style=\"--n-tabs-title-order: 1;\" class=\"e-active elementor-element elementor-element-4117655 e-con-full e-flex magic-button-disabled-no wpr-particle-no wpr-jarallax-no wpr-parallax-no wpr-sticky-section-no wpr-column-slider-no wpr-equal-height-no e-con e-child\" data-id=\"4117655\" data-element_type=\"container\" data-e-type=\"container\">\n\t\t\t\t<div class=\"elementor-element elementor-element-00938f3 elementor-widget elementor-widget-heading\" data-id=\"00938f3\" data-element_type=\"widget\" data-e-type=\"widget\" data-widget_type=\"heading.default\">\n\t\t\t\t\t<h2 class=\"elementor-heading-title elementor-size-default\">Scout Talent Group\nTerms and Conditions \u2013 <br>\nSoftware and Professional Services <br>\nVersion 2.0 | Revised 14 July 2025<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t\t<\/div>\n\t\t\t\t<div class=\"elementor-element elementor-element-990f058 elementor-widget elementor-widget-text-editor\" data-id=\"990f058\" data-element_type=\"widget\" data-e-type=\"widget\" data-widget_type=\"text-editor.default\">\n\t\t\t\t\t\t\t\t\t<ol><li aria-level=\"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.<\/li><li aria-level=\"1\">The Client wishes to use the Supplier\u2019s Software in its business operations. From time to time, the Client may also request additional recruitment marketing or related professional services from the Supplier.<\/li><li aria-level=\"1\">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.<br \/><br \/><\/li><\/ol><h4><b>1. Definitions and Interpretation<\/b><\/h4><h6><b>1.1. Definitions<\/b><\/h6><p>Business Day means a day that is not a Saturday, Sunday, bank holiday or public holiday in Brisbane, Queensland, Australia;<\/p><p>Business Hours means the period from 9:00 am to 5:00 pm on a Business Day in the location of the Supplier\u2019s principal place of business;<\/p><p>Campaign Order means the order in which these terms and conditions are referred;<\/p><p>Client means the client stated in the Software Proposal or Campaign Order;<\/p><p>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\u2019s behalf;<\/p><p>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;<\/p><p>Force Majeure Event means, in relation to a party, anything outside the reasonable control of the party, including:<\/p><ol><li aria-level=\"1\">any act or omission of a third person (except for an act or omission of the party\u2019s Personnel);<\/li><li aria-level=\"1\">fire, flood, earthquake, elements of nature or act of God; or<\/li><li aria-level=\"1\">riot, civil disorder, rebellion or revolution;<\/li><\/ol><p>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;<\/p><p>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;<\/p><p>Intellectual Property Rights means all intellectual property rights, including but not limited to, the following rights:<\/p><ol><li aria-level=\"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;<\/li><li aria-level=\"1\">any application or right to apply for registration of any of the rights referred to in paragraph (a); and<\/li><li aria-level=\"1\">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;<\/li><\/ol><p>Personal Information means personal information as defined in the\u00a0<i>Privacy Act<\/i>\u00a01988 (Cth);<\/p><p>Personnel means, in relation to a party, the officers, employees, contractors and agents of the party and any Related Body Corporate of it;<\/p><p>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;<\/p><p>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;<\/p><p>Related Body Corporate has the meaning given to that term in the Corporations Act 2001;<\/p><p>Services means, collectively, the Software Services and Professional Services;<\/p><p>Software means the online software application provided by the Supplier as part of the Services;<\/p><p>Software Proposal means the Software Proposal and conditions;<\/p><p>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;<\/p><p>Support Services means the support services detailed in clause 5 and the Software Proposal;<\/p><p>Tax Invoice has the meaning given to that term in the A New Tax System (Goods and Services Tax) Act 1999 (Cth);<\/p><p>Term as stated in the Software Proposal or Campaign Order;<\/p><p>Training means the training services provided by Supplier in accordance with the Software Proposal;<\/p><p>Training Fee means the fee stated in the Software Proposal;<\/p><p>Upgraded Version means an enhancement, improvement or modification to the Software; and<\/p><p>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.<\/p><h6><b>1.2. Interpretation<\/b><\/h6><p>In this agreement, except where the context otherwise requires:<\/p><ol><li aria-level=\"1\">the singular includes the plural and vice versa, and a gender includes other genders;<\/li><li aria-level=\"1\">another grammatical form of a defined word or expression has a corresponding meaning;<\/li><li aria-level=\"1\">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;<\/li><li aria-level=\"1\">a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;<\/li><li aria-level=\"1\">a reference to A$, $A, dollar or $ is to Australian currency;<\/li><li aria-level=\"1\">a reference to time is to Australian Eastern Standard time;<\/li><li aria-level=\"1\">a reference to a party is to a party to this agreement, and a reference to a party to a document includes the party\u2019s executors, administrators, successors and permitted assigns and substitutes;<\/li><li aria-level=\"1\">a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;<\/li><li aria-level=\"1\">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;<\/li><li aria-level=\"1\">a word or expression defined in the\u00a0<i>Corporations Act<\/i>\u00a0has the meaning given to it in the\u00a0<i>Corporations Act<\/i>;<\/li><li aria-level=\"1\">the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;<\/li><li aria-level=\"1\">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;<\/li><li aria-level=\"1\">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;<\/li><li aria-level=\"1\">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;<\/li><li aria-level=\"1\">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<\/li><li aria-level=\"1\">headings are for ease of reference only and do not affect interpretation.<\/li><\/ol><h4><b>2. Acceptance<\/b><\/h4><p><b>2.1 Software Acceptance<\/b><\/p><p>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.<\/p><p><b>2.2 Professional Services Activation<\/b><\/p><p>If the Client accepts a Campaign Order, whether by signature, written confirmation, or email reply stating \u201cCampaign Order Accepted,\u201d the Professional Services terms in this Agreement apply from the date of that acceptance.<\/p><p><b>2.3 Irrevocability and Variation<\/b><\/p><p>Once accepted, the terms of this Agreement are irrevocable and may only be rescinded or varied by written agreement between the parties.<\/p><p><b>2.4 Entire Agreement and Incorporation<\/b><br \/><b><br \/><\/b>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.<\/p><p><b>2.5 Authority to Bind<\/b><\/p><p>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.<\/p><p><b>2.6 No Other Representations<\/b><\/p><p>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\u2019s Personnel are not authorised to make any representation inconsistent with this Agreement.<\/p><p><b>2.7 Client Information Obligations<\/b><\/p><p>The Client agrees to provide not less than fourteen (14) days\u2019 prior written notice of any change to its business name, contact details, or relevant trading practices.<\/p><h4><b>3. Services<\/b><\/h4><p><b>3.1 Software Services<\/b><\/p><p>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.<\/p><p><b>3.2 Professional Services<\/b><\/p><p>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.<\/p><h4><b>4. Client\u2019s Rights (Software Services)<\/b><\/h4><p>Subject to the Client\u2019s compliance with this Agreement and the Software Proposal, the Client is entitled to:<\/p><p>(a) access and use the Software in accordance with the terms and limitations set out in the Software Proposal; and<\/p><p>(b) receive information from the Supplier regarding any available Upgraded Versions of the Software.<\/p><h4><b>5. Support<\/b><\/h4><p>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\u2019s selected plan or configuration.<\/p><p>This clause applies only to the extent the Client is entitled to Support Services under their Software Proposal.<\/p><h4><b>6. Training<\/b><\/h4><p>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.<\/p><h4><b>7. Software Availability<\/b><\/h4><p>The Supplier guarantees 99.5% uptime for the duration of the agreement.<\/p><h4><b>8. Price &amp; Invoicing<\/b><\/h4><p><b>8.1 Price and Tax Invoices<\/b><\/p><p>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.<\/p><p><b>8.2 Late Payment and Interest<\/b><\/p><p>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 2.5% above the Reserve Bank of Australia\u2019s 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.<\/p><p><b>8.3 Receipt of Tax Invoices<\/b><\/p><p>For the purpose of this Agreement, the Client will be deemed to have received a Tax Invoice from the Supplier:<br \/>(a) if delivered personally \u2013 on the day of delivery;<br \/>(b) if posted to the address provided \u2013 two (2) Business Days after posting;<br \/>(c) if sent by email \u2013 24 hours after sending on a Business Day. If sent outside Business Hours, the 24-hour period commences on the next Business Day.<\/p><p><b>8.4 Fee Adjustments<\/b><\/p><p>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\u2019 written notice to the Client.<\/p><h4><b>9. Intellectual Property<\/b><\/h4><p><b>9.1 Ownership of Software and Methodologies<\/b><\/p><p>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.<\/p><p><b>9.2 Ownership of Materials<\/b><\/p><p>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.<\/p><p><b>9.3 Licence to Use Materials<\/b><\/p><p>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.<\/p><p><b>9.4 Client Data and Usage Licence<\/b><\/p><p>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 (\u201cClient Data\u201d).<\/p><p>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:<br \/>(a) providing and improving the Services (including support and training);<br \/>(b) ensuring system functionality and security; and<br \/>(c) developing new features, products, or services.<\/p><p>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.<\/p><p><b>9.5 Use of Anonymised and Aggregated Data<\/b><\/p><p>Scout Talent may use data derived from the Client\u2019s 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.<\/p><p><b>9.6 Indemnity for Third-Party Infringement<\/b><\/p><p>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.<\/p><h4><b>10. Privacy<\/b><\/h4><p>If either party gives the other Personal Information, the party in receipt of the Personal Information must comply with:<\/p><ol><li aria-level=\"1\">the\u00a0<i>Privacy Act 1988<\/i>\u00a0(Cth), the National Privacy Principles established under the Act and any applicable law relating to privacy; and<\/li><li aria-level=\"1\">the other party\u2019s reasonable directions for the protection of the Personal Information, including how it collects, holds, uses and discloses the information.<\/li><\/ol><h4><b>11. Confidentiality<\/b><\/h4><p><b>11.1 Obligations of the Client<\/b><\/p><p>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:<\/p><ul><li aria-level=\"1\">use such information solely in accordance with this Agreement; and<\/li><li aria-level=\"1\">not, during or after the expiry or termination of this Agreement, disclose it to any third party without the Supplier\u2019s prior written consent.<\/li><\/ul><p>The Client must not itself, or through any subsidiary, agent, or third party:<\/p><ul><li aria-level=\"1\">modify, vary, enhance, copy, sell, lease, license, sub-license, or otherwise deal with the Software or any part or version of it; or<br \/>develop software or other programs based on any confidential information supplied by the Supplier.<\/li><\/ul><p><b>11.2 Obligations of the Supplier<\/b><\/p><p>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:<\/p><ul><li aria-level=\"1\">information that becomes public through no fault of the Supplier;<\/li><li aria-level=\"1\">disclosures required by law; or<\/li><li aria-level=\"1\">information already known to the Supplier at the time of disclosure.<\/li><\/ul><p><b>11.3 Survival<\/b><\/p><p>These obligations continue to apply after the termination or expiry of this Agreement.<\/p><h4><b>12. Data Storage<\/b><\/h4><p><b>12.1 Data Export upon Termination<\/b><\/p><p>Upon termination of this Agreement, the Client may request that the Supplier export the Client\u2019s 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.<\/p><p>The standard data export includes a CSV file containing the following candidate information:<\/p><ul><li aria-level=\"1\">Candidate ID<\/li><li aria-level=\"1\">Candidate First name<\/li><li aria-level=\"1\">Candidate Last name<\/li><li aria-level=\"1\">Candidate Email<\/li><li aria-level=\"1\">Candidate Phone 1 (and Phone 2 if supplied)<\/li><li aria-level=\"1\">Candidate Address details (Street, Street Cont., City\/Town\/Suburb, Postcode\/Zipcode, Country, State\/Region\/Province)<\/li><li aria-level=\"1\">Job Title and Job Reference<\/li><li aria-level=\"1\">Source<\/li><li aria-level=\"1\">Application Date<\/li><li aria-level=\"1\">Status<\/li><li aria-level=\"1\">Screening Questions<\/li><li aria-level=\"1\">Suitability Comments<\/li><\/ul><p>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.<\/p><p><b>12.2 Professional Services Data<\/b><\/p><p>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.<\/p><h4><b>13. Indemnity<\/b><\/h4><p><b>13.1<\/b>\u00a0The 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\u2019s use of the Software constitutes an infringement in Australia of Intellectual Property Rights, provided that:<br \/>(a) the Client has not modified the Software or used it outside the scope of this Agreement; and<br \/>(b) the Client promptly notifies the Supplier of the claim and provides reasonable assistance in its defence.<\/p><p><b>13.2<\/b>\u00a0In the event that any such infringement occurs or may occur, the Supplier may, at its sole option and expense:<br \/>(a) procure for the Client the right to continue using the Software or any infringing part;<br \/>(b) modify or amend the Software or infringing part so that it becomes non-infringing;<br \/>(c) replace the Software or infringing part with other software of similar capability; or<br \/>(d) refund the Fees relating to the whole or the infringing part of the Software.<\/p><p><b>13.3<\/b>\u00a0This clause does not apply to Professional Services or to any materials, specifications, or content provided by the Client.<\/p><h4><b>14. Limitation of Liability<\/b><\/h4><p><b>14.1 Statutory Protections<\/b><\/p><p>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.<\/p><p><b>14.2 Limited Remedies for Non-Excludable Rights<\/b><\/p><p>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:<br \/>(a) resupplying the affected Software or Services; or<br \/>(b) paying the cost of having the Software or Services resupplied.<\/p><p><b>14.3 Liability Caps<\/b><\/p><p>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\u2019s liability is limited as follows:<\/p><p>(a) for personal injury (including sickness or death) \u2013 unlimited;<br \/>(b) for loss of or damage to tangible property \u2013 $10,000;<br \/>(c) for all other claims \u2013 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.<\/p><p><b>14.4 Excluded Losses<\/b><\/p><p>To the maximum extent permitted by law, the Supplier is not liable for any:<\/p><p>(a) indirect or consequential loss;<br \/>(b) loss of profits, revenue, opportunity, or goodwill;<br \/>(c) loss of data;<br \/>(d) business interruption or reputational damage.<\/p><h4><b>15. Warranty<\/b><\/h4><p><b>15.1 Acknowledgement<\/b><\/p><p>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.<\/p><p><b>15.2 Limited Warranty Period<\/b><\/p><p>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:<br \/>(a) refund the applicable portion of the Fees; or<br \/>(b) use reasonable efforts to correct the error by patch or new release.<\/p><p>This warranty does not apply where the error arises from:<\/p><p>(i) modifications not made by the Supplier;<br \/>(ii) use contrary to instructions;<br \/>(iii) abuse or corruption of the Software; or<br \/>(iv) use with incompatible software or hardware.<\/p><p><b>15.3 Disclaimer of Other Warranties<\/b><\/p><p>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.<\/p><p><b>15.4 Virus Scanning<\/b><\/p><p>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.<\/p><h4><b>16. Term and Termination<\/b><\/h4><p>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\u2019s 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.<\/p><p>16.2. In addition to any other remedies a party may have, either we or you may terminate this agreement:<\/p><ol><li aria-level=\"1\">upon thirty (30) days\u2019 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<\/li><li aria-level=\"1\">immediately if the other party suffers an Insolvency Event under any applicable act or law.<\/li><\/ol><p>16.3. We may terminate the Contract immediately and without notice in the case of non-payment by you.<\/p><p>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\u2019s 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\u2019s loss.<\/p><p>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.<\/p><p>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.<\/p><p>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.<\/p><p>16.8. Except as set forth in this clause, once the Agreement terminates:<\/p><ol><li aria-level=\"1\">the rights and licences granted by STG to you will cease immediately (except as set forth in this clause);<\/li><li aria-level=\"1\">you (and your Users) must cease all use of the Services, STG Content, Courses and any Materials;<\/li><li aria-level=\"1\">you must pay to us any and all outstanding Fees in accordance with the Agreement;<\/li><li aria-level=\"1\">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;<\/li><li aria-level=\"1\">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<\/li><li aria-level=\"1\">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.<\/li><\/ol><h4><b>17. Dispute Resolution<\/b><\/h4><p><b>17.1 Good Faith Negotiation<\/b><\/p><p>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.<\/p><p><b>17.2 Escalation to Chief Executive Officers<\/b><\/p><p>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.<\/p><p><b>17.3 Right to Proceed<\/b><\/p><p>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.<\/p><p><b>17.4 Continuity of Services<\/b><\/p><p>Each party must continue to perform its obligations under this Agreement while a dispute is being resolved, unless otherwise agreed in writing.<\/p><h4><b>18. Force Majeure<\/b><\/h4><p><b>18.1 Suspension of Obligations<\/b><b><\/b><\/p><p>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.<\/p><p><b>18.2 Definition<\/b><b><\/b><\/p><p>A Force Majeure Event means an event beyond a party\u2019s 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.<\/p><p><b>18.3 Termination Right<\/b><b><\/b><\/p><p>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.<\/p><h4><b>19. Notices and other communications<\/b><\/h4><p><b>19.1 Form of Notice<\/b><\/p><p>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.<\/p><p><b>19.2 When a Notice is Deemed Received<\/b><\/p><p>A notice is deemed to be received:<\/p><ul><li aria-level=\"1\">(a) if delivered by hand \u2013 at the time of delivery;<\/li><li aria-level=\"1\">(b) if sent by post \u2013 two (2) Business Days after posting;<\/li><li aria-level=\"1\">(c) if sent by email \u2013 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.<\/li><\/ul><p><b>19.3 Email Validity<\/b><\/p><p>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.<\/p><h4><b>20. Miscellaneous<\/b><\/h4><p><b>20.1 Entire Agreement<\/b><\/p><p><b><\/b><b><\/b>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.<\/p><p><b>20.2 No Assignment Without Consent<\/b><\/p><p><b><\/b>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.<\/p><p><b>20.3 Waiver<\/b><\/p><p>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.<\/p><p><b>20.4 Relationship<\/b><\/p><p><b><\/b>Nothing in this Agreement creates a partnership, joint venture, or agency relationship between the parties. Each party is an independent contractor.<\/p><p><b>20.5 Severability<\/b><b><\/b><\/p><p>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.<\/p><p><b>20.6 Variation<\/b><\/p><p>This Agreement may only be amended in writing signed by both parties.<\/p><p><b>20.7 Governing Law<\/b><b><\/b><\/p><p>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.<\/p><h4><b>21. Professional Services (If Applicable)<\/b><\/h4><p><b>21.1 Scope of Services<\/b><\/p><p>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\u2019s requirements.<\/p><p><b>21.2 Client Responsibilities<\/b><\/p><p>The Client is solely responsible for:<br \/>(a) reviewing and verifying candidate qualifications, experience, and references;<br \/>(b) making all hiring decisions; and<br \/>(c) ensuring compliance with applicable employment, privacy, and anti-discrimination laws.<\/p><p><b>21.3 Use of Tools and Third-Party Platforms<\/b><\/p><p>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.<\/p><p><b>21.4 Non-Exclusivity<\/b><\/p><p>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.<\/p><p><b>21.5 Reuse of Materials<\/b><\/p><p>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\u2019s Confidential Information.<\/p><p><i>Last updated 14.07.2025<\/i><\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t<div id=\"e-n-tab-content-1509197772\" role=\"tabpanel\" aria-labelledby=\"e-n-tab-title-1509197772\" data-tab-index=\"2\" style=\"--n-tabs-title-order: 2;\" class=\"elementor-element elementor-element-49674a5 e-con-full e-flex magic-button-disabled-no wpr-particle-no wpr-jarallax-no wpr-parallax-no wpr-sticky-section-no wpr-column-slider-no wpr-equal-height-no e-con e-child\" data-id=\"49674a5\" data-element_type=\"container\" data-e-type=\"container\">\n\t\t\t\t<div class=\"elementor-element elementor-element-0b1d73d elementor-widget-divider--view-line elementor-widget elementor-widget-divider\" data-id=\"0b1d73d\" data-element_type=\"widget\" data-e-type=\"widget\" data-widget_type=\"divider.default\">\n\t\t\t\t\t\t\t<div class=\"elementor-divider\">\n\t\t\t<span class=\"elementor-divider-separator\">\n\t\t\t\t\t\t<\/span>\n\t\t<\/div>\n\t\t\t\t\t\t<\/div>\n\t\t\t\t<div class=\"elementor-element elementor-element-1344ebe e-n-tabs-mobile elementor-widget elementor-widget-n-tabs\" data-id=\"1344ebe\" data-element_type=\"widget\" data-e-type=\"widget\" data-settings=\"{&quot;tabs_justify_horizontal&quot;:&quot;start&quot;,&quot;horizontal_scroll&quot;:&quot;disable&quot;}\" data-widget_type=\"nested-tabs.default\">\n\t\t\t\t\t\t\t<div class=\"e-n-tabs\" data-widget-number=\"20205246\" aria-label=\"Tabs. Open items with Enter or Space, close with Escape and navigate using the Arrow keys.\" data-no-translation-aria-label=\"\">\n\t\t\t<div class=\"e-n-tabs-heading\" role=\"tablist\">\n\t\t\t\t\t<button id=\"e-n-tab-title-202052461\" data-tab-title-id=\"e-n-tab-title-202052461\" class=\"e-n-tab-title\" aria-selected=\"true\" data-tab-index=\"1\" role=\"tab\" tabindex=\"0\" aria-controls=\"e-n-tab-content-202052461\" style=\"--n-tabs-title-order: 1;\">\n\t\t\t\t\t\t<span class=\"e-n-tab-title-text\">\n\t\t\t\tScout Talent Canada \u2013 Terms &amp; Conditions of Software as a Service and Support\t\t\t<\/span>\n\t\t<\/button>\n\t\t\t\t<button id=\"e-n-tab-title-202052462\" data-tab-title-id=\"e-n-tab-title-202052462\" class=\"e-n-tab-title\" aria-selected=\"false\" data-tab-index=\"2\" role=\"tab\" tabindex=\"-1\" aria-controls=\"e-n-tab-content-202052462\" style=\"--n-tabs-title-order: 2;\">\n\t\t\t\t\t\t<span class=\"e-n-tab-title-text\">\n\t\t\t\tScout Talent Canada \u2013 Terms &amp; Conditions of Services\t\t\t<\/span>\n\t\t<\/button>\n\t\t\t\t\t<\/div>\n\t\t\t<div class=\"e-n-tabs-content\">\n\t\t\t\t<div id=\"e-n-tab-content-202052461\" role=\"tabpanel\" aria-labelledby=\"e-n-tab-title-202052461\" data-tab-index=\"1\" style=\"--n-tabs-title-order: 1;\" class=\"e-active elementor-element elementor-element-94c9094 e-con-full e-flex magic-button-disabled-no wpr-particle-no wpr-jarallax-no wpr-parallax-no wpr-sticky-section-no wpr-column-slider-no wpr-equal-height-no e-con e-child\" data-id=\"94c9094\" data-element_type=\"container\" data-e-type=\"container\">\n\t\t\t\t<div class=\"elementor-element elementor-element-1965c10 elementor-widget elementor-widget-heading\" data-id=\"1965c10\" data-element_type=\"widget\" data-e-type=\"widget\" data-widget_type=\"heading.default\">\n\t\t\t\t\t<h2 class=\"elementor-heading-title elementor-size-default\">Scout Talent Canada \u2013 Terms &amp; Conditions of\nSoftware as a Service and Support<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<div class=\"elementor-element elementor-element-b4bd8be elementor-widget elementor-widget-text-editor\" data-id=\"b4bd8be\" data-element_type=\"widget\" data-e-type=\"widget\" data-widget_type=\"text-editor.default\">\n\t\t\t\t\t\t\t\t\t<ol type=\"A\">\n<li>Scout Talent Pty Ltd (\u201cScout Talent or the Company\u201d) is involved in the provision of recruitment marketing and related services.<\/li>\n<li>The Client wants to obtain the Services from Scout Talent.<\/li>\n<li>Scout Talent has agreed to provide the Client with the Services in accordance with the terms of this agreement.<\/li>\n<\/ol>\n<h4>1. Definitions and Interpretation<\/h4>\n<h6>1.1. Definitions<\/h6>\n<p><strong>Business Day<\/strong>&nbsp;means a day that is not a Saturday, Sunday, bank holiday or public holiday in Vancouver, Canada;<\/p>\n<p><strong>Customer<\/strong>&nbsp;means the customer stated in the Software Proposal;<\/p>\n<p><strong>Damages<\/strong>&nbsp;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;<\/p>\n<p><strong>Software Proposal<\/strong>&nbsp;means the Software Proposal in which these terms and conditions are referred;<\/p>\n<p><strong>Force Majeure Event<\/strong>&nbsp;means, in relation to a party, anything outside the reasonable control of the party, including:<\/p>\n<ol type=\"a\">\n<li>any act or omission of a third person (except for an act or omission of the party\u2019s Personnel);<\/li>\n<li>fire, flood, earthquake, elements of nature or act of God; or<\/li>\n<li>riot, civil disorder, rebellion or revolution.<\/li>\n<\/ol>\n<p><strong>Implementation Fee<\/strong>&nbsp;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;<\/p>\n<p><strong>Initial Term<\/strong>&nbsp;means the term stated in the Software Proposal;<\/p>\n<p><strong>Invoice<\/strong>&nbsp;means the invoice issued by the Supplier to the Customer including the appropriate Sales Tax;<\/p>\n<p><strong>Intellectual Property Rights<\/strong>&nbsp;means all intellectual property rights, including but not limited to, the following rights:<\/p>\n<ol type=\"a\">\n<li>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;<\/li>\n<li>any application or right to apply for registration of any of the rights referred to in paragraph (a); and<\/li>\n<li>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.<\/li>\n<\/ol>\n<p><strong>Personal Information<\/strong>&nbsp;means personal information as defined in the Personal Information Protection and Electronic Documents Act (PIPEDA);<\/p>\n<p><strong>Personnel<\/strong>&nbsp;means, in relation to a party, the officers, employees, contractors and agents of the party and any Related Body Corporate of it;<\/p>\n<p><strong>Price<\/strong>&nbsp;means the price stated in the Software Proposal and includes the Implementation Fee, User Subscription Fee and Training Fee;<\/p>\n<p><strong>Related Body Corporate<\/strong>&nbsp;has the meaning given to that term in the Canada Business Corporations Act;<\/p>\n<p><strong>Sales Tax<\/strong>&nbsp;means provincial sales tax, harmonized sales tax or federal goods and services tax;<\/p>\n<p><strong>Services<\/strong>&nbsp;means the subscription services provided by the Supplier to the Customer under this agreement in accordance with the Software Proposal;<\/p>\n<p><strong>Software<\/strong>&nbsp;means the online software application provided by the Supplier as part of the Services;<\/p>\n<p><strong>Support Services<\/strong>&nbsp;means the support services detailed in clause 5 and the Software Proposal;<\/p>\n<p><strong>Training<\/strong>&nbsp;means the training services provided by Supplier in accordance with the Software Proposal;<\/p>\n<p><strong>Training Fee<\/strong>&nbsp;means the fee stated in the Software Proposal;<\/p>\n<p><strong>Upgraded Version\u2019<\/strong>&nbsp;means an enhancement, improvement or modification to the Software; and<\/p>\n<p><strong>User Subscription Fee<\/strong>&nbsp;means the fee stated in the Software Proposal which will commence being invoiced 4 weeks from the Customer accepting the Software Proposal.<\/p>\n<h6>1.2. Interpretation<\/h6>\n<p>In this agreement, except where the context otherwise requires:<\/p>\n<ol type=\"a\">\n<li>the singular includes the plural and vice versa, and a gender includes other genders;<\/li>\n<li>another grammatical form of a defined word or expression has a corresponding meaning;<\/li>\n<li>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;<\/li>\n<li>a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;<\/li>\n<li>a reference to C$, $C, dollar or $ is to Canadian currency;<\/li>\n<li>a reference to time is to Australian Eastern Standard Time;<\/li>\n<li>a reference to a party is to a party to this agreement, and a reference to a party to a document includes the party\u2019s executors, administrators, successors and permitted assigns and substitutes;<\/li>\n<li>a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;<\/li>\n<li>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;<\/li>\n<li>a word or expression defined in the Canada Business Corporations Act has the meaning given to it in the&nbsp;<em>Canada Business Corporations Act;<\/em><\/li>\n<li>the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;<\/li>\n<li>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 and is for the benefit of them jointly and severally;<\/li>\n<li>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;<\/li>\n<li>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<\/li>\n<li>headings are for ease of reference only and do not affect interpretation.<\/li>\n<\/ol>\n<h4>2. Acceptance<\/h4>\n<p>2.1. A signed Software Proposal received by the Supplier from the Customer for the supply of the Services constitutes acceptance of the terms and conditions contained in this agreement.<\/p>\n<p>2.2. Where more than one Customer has entered into this agreement, the Customer\u2019s will be jointly and severally liable for all payments.<\/p>\n<p>2.3. Upon acceptance of these terms and conditions by the Customer the terms and conditions are irrevocable and can only be rescinded or varied by written agreement between the Supplier and Customer.<\/p>\n<p>2.4. None of the Supplier\u2019s Personnel are authorized to make any representations, statements, conditions or agreements not expressed by the Supplier in writing nor is the Supplier bound by any such unauthorized statements.<\/p>\n<p>2.5. The Customer undertakes to give the Supplier not less than fourteen (14) days prior written notice of any proposed change in the Customer\u2019s name and\/or any other change in the Customer\u2019s details (including but not limited to, changes in the Customer\u2019s contact details.<\/p>\n<h4>3. Software<\/h4>\n<p>Upon acceptance of the Software Proposal and payment of the Price, the Supplier shall make the Services available to the Customer in accordance with the provisions of this Agreement and the Software Proposal.<\/p>\n<h4>4. Customers Rights<\/h4>\n<p>The Customer is entitled to:<\/p>\n<ol type=\"a\">\n<li>use the Software in accordance with this Agreement and the Software Proposal; and<\/li>\n<li>receive information on Upgraded Versions.<\/li>\n<\/ol>\n<h4>5. Support<\/h4>\n<p>The Supplier will provide the Customer with the support services detailed in the Software Proposal.<\/p>\n<h4>6. Training<\/h4>\n<p>The Supplier will provide the Customer with the training detailed in the Software Proposal.<\/p>\n<h4>7. Software Availability<\/h4>\n<p>The Supplier guarantees 99.5% uptime for the duration of the agreement.<\/p>\n<h4>8. Price &amp; Invoicing<\/h4>\n<p>8.1. The Price payable under this agreement is exclusive of Sales Tax. The parties agree that:<\/p>\n<ol type=\"a\">\n<li>the Supplier will provide the Customer with an Invoice for the Implementation Fee and the User Subscription Fees and any other charges and Sales Tax; and<\/li>\n<li>Invoices are payable within 7 days after receipt of the Invoice unless otherwise stated on the invoice.<\/li>\n<\/ol>\n<p>8.2. If the Invoice remains unpaid for 30 days after becoming due for payment then the Supplier reserve the right to charge the Customer interest accruing daily on any amount that is not paid within 30 days. Interest will be charged at the Bank of Canada Rate Target plus 2% from the date that the Invoice first became payable. This is without prejudice to any other remedy that the Supplier may have in relation to this agreement.<\/p>\n<p>8.3. For the purpose of this agreement the Customer will be deemed to have received the Supplier\u2019s Invoice if it is:<\/p>\n<ol type=\"a\">\n<li>given to you or to your agent personally \u2013 on the day it is given to you;<\/li>\n<li>sent to you at the address provided by you or to your agent by post then \u2013 within two days of posting; and<\/li>\n<li>sent to you by email at the address provided by you \u2013 within 24 hours of the email being sent on a Business Day If the email is not sent on a Business Day, the 24 hour period will commence on the following Business Day.<\/li>\n<\/ol>\n<p>8.4 Upon the expiration of the Term and each Renewal Period, the User Subscription Fee will increase by an additional 5%.<\/p>\n<h4>9. Intellectual Property<\/h4>\n<p>9.1. The Customer acknowledges that any and all of the Intellectual Property Rights subsisting in or used in connection with the Software, including any modifications, improvements or enhancements made thereto, are and remain the sole property of the Supplier or such other party as may be identified in or on it (<strong>Owner<\/strong>). The Customer must not during or at any time after the expiry or termination of this Agreement (whether in whole or with respect to support only) in any way question or dispute the ownership of the Intellectual Property Rights by the Supplier or the Owner. In the event that any Intellectual Property Rights vest for some reason in the Customer, the Customer hereby assigns such Intellectual Property Rights to the Supplier.<\/p>\n<p>9.2. The parties acknowledge that the previous sub-clause does not confer on the Supplier any rights, title or interest in the Customer\u2019s data files, candidate files, or other business records which the Customer inputs into or stores on the Software.<\/p>\n<p>9.3. The Customer grants an irrevocable royalty free license in perpetuity to the Supplier to use candidate data for, but not limited to industry-wide benchmarking, trends, sales and marketing. No personal information of either the Candidates or Customer would be used or disclosed.<\/p>\n<p>9.4. The Customer indemnifies the Supplier fully against all liabilities, costs and expenses which the Supplier may incur as a result of work done in accordance with the Customer\u2019s specifications involving infringement of any Intellectual Property Rights.<\/p>\n<h4>10. Privacy<\/h4>\n<p>If either party gives the other Personal Information, the party in receipt of the Personal Information must comply with:<\/p>\n<ol>\n<li>the PIPEDA and any applicable law relating to privacy; and<\/li>\n<li>the other party\u2019s reasonable directions for the protection of the Personal Information, including how it collects, holds, uses and discloses the information.<\/li>\n<\/ol>\n<h4>11. Confidentiality<\/h4>\n<p>11.1. All information, data, drawings, specifications, documentation, software listings, source or object code which the Supplier may have imparted and may from time to time impart to the Customer relating to the Software (other than the ideas and principles underlying the same) or support documentation or procedures is confidential. The Customer agrees that it must use the same solely in accordance with the provisions of this Agreement and that it must not at any time during or after expiry or termination of this Agreement (in whole or with respect to support only), disclose the same, whether directly or indirectly to any third party without the Supplier\u2019s prior written consent.<\/p>\n<p>11.2. The Customer further agrees that it 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 parts or variations, modifications, copies, releases, versions or enhancements of the Software or have any software or other program written or developed for it based on any confidential information supplied to it by the Supplier.<\/p>\n<p>11.3. This clause does not prevent the disclosure or use by the Customer of any information which is or after the date of this Agreement, through no fault of the Customer, becomes public knowledge or to the extent permitted by law.<br>If, in using the Software, the Customer discloses any business information, financial information or candidate information of a confidential nature to the Supplier, the Supplier agrees that it will keep confidential such information. This clause does not prevent the disclosure or use by the Supplier of any information which is or after the date of this Agreement, through no fault of the Supplier, becomes public knowledge or to the extent permitted by law.<\/p>\n<h4>12. Data Storage<\/h4>\n<p>12.1. If this agreement is terminated, the Customer may request the Supplier export the data from the Software and provide it to the Customer in CSV format in order that the Customer may use the data in the future.<\/p>\n<p>12.2. Alternatively, upon request by the Customer all Customer data records (including candidate data) stored within the Software will be destroyed upon request by the Customer.<\/p>\n<h4>13. Indemnity<\/h4>\n<p>13.1. The Supplier agrees to indemnify the Customer from and against liability under any final judgment in proceedings brought by a third party against the Customer which determine that the Customer\u2019s use of the Software constitutes an infringement in Australia of Intellectual Property Rights affecting the Software as the case may be provided that:<\/p>\n<ol type=\"a\">\n<li>the Customer has not done, permitted or suffered to be done anything which may have been or become an infringement of any Intellectual Property Rights; and<\/li>\n<li>the Customer has exercised a reasonable standard of care in protecting the same failing which the Customer indemnifies the Supplier or the Owner against all actions, proceedings, costs, claims and expenses incurred in respect of that failure.<\/li>\n<\/ol>\n<p>13.2. The Customer must give the Supplier prompt notice of any claim of infringement or of suspected or alleged infringement under the previous sub-clause that is made against the Customer and the Supplier has the right to defend any such claims and make settlements at its own discretion and the Customer must give such assistance as the Supplier may reasonably require to settle or oppose any such claims.<\/p>\n<p>13.3. In the event, that any such infringement occurs or may occur, the Supplier may at its sole option and expense:<\/p>\n<ol type=\"a\">\n<li>procure for the Customer the right to continue using the Software or any infringing part;<\/li>\n<li>modify or amend the Software or infringing part so that it becomes non-infringing;<\/li>\n<li>replace the Software or infringing part with other software of similar capability; or<\/li>\n<li>repay to the Customer the Fee relating to the whole or the infringing part of the Software.<\/li>\n<\/ol>\n<h4>14. Limitation of Liability<\/h4>\n<p>14.1. This clause does not exclude or modify any condition or warranty implied into this agreement, or any liability imposed on the Supplier, by law if to do so would contravene the law or make any part of this clause void.<\/p>\n<p>14.2. The Supplier excludes any condition or warranty implied into this agreement and limits its liability for breach of any implied condition or warranty that it cannot exclude to the greater of (at the Suppliers option) re-supplying the Software or paying the cost of having the Services re-supplied.<\/p>\n<p>14.3. If the Customer makes a claim against the Supplier for any act or omission of the Supplier relating to this agreement whether the claim is based in contract, tort ((including negligence) or statute) the Supplier\u2019s liability in respect of that claim is:<\/p>\n<ol type=\"a\">\n<li>unlimited for personal injury (including sickness &amp; death);<\/li>\n<li>limited to $10,000 for loss of, or damage to tangible property; and<\/li>\n<li>for any other claim, limited in aggregate to the total paid for the particular Services that gave rise to the loss or damage as at the date the liability arose.<\/li>\n<\/ol>\n<p>14.4. The Supplier excludes liability to the Customer for any special or consequential loss including loss of opportunity, lost revenue and lost profits and loss of data.<\/p>\n<h4>15. Warranty<\/h4>\n<p>15.1. The Customer acknowledges that software in general is not error-free and agrees that the existence of errors does not constitute a breach of this Agreement.<\/p>\n<p>15.2. If the Customer discovers a material error which substantially affects the Customer\u2019s use of the Software and notifies the Supplier of the error within 90 days from the date of this License (\u2018warranty period\u2019), the Supplier may at its sole option:<\/p>\n<ol type=\"a\">\n<li>refund the Fee; or<\/li>\n<li>use all reasonable endeavors to correct by patch or new release (at its option) that part of the Software which does not so comply provided that such non-compliance has not been caused by any modification, variation or addition to the Software not performed by the Supplier or caused by its incorrect use, abuse or corruption of the Software or by use of the Software with other software or on equipment with which it is incompatible.<\/li>\n<\/ol>\n<p>15.3. To the extent permitted by the applicable law, the Supplier disclaims all other warranties with respect to the Software either express or implied, including but not limited to any implied warranties of merchantability or fitness for any particular purpose.<\/p>\n<p>15.4. Although the Supplier does not warrant that the Software is free from all known viruses, it has used commercially reasonable efforts to check for the most commonly known viruses prior to packaging but the Customer is solely responsible for virus scanning the Software.<\/p>\n<h4>16. Term and Termination<\/h4>\n<p>16.1. Upon the expiration of the Term of this agreement, unless terminated by written notice received thirty (30) days before the expiration date, the Agreement will automatically renew for a subsequent term equal to the Initial Term of the Agreement (<strong>Renewal Term<\/strong>), at the Supplier\u2019s then current fees.<\/p>\n<p>16.2. During the Initial Term of the Agreement or during a Renewal Term, the Supplier may, in its absolute discretion, terminate this agreement by giving the Customer thirty (30) days written notice.<\/p>\n<p>16.3. During the Initial Term of the Agreement or during a Renewal Term, the Customer may terminate this agreement at any time upon payment of all outstanding Fees for the remainder of the Initial Term or Renewal Term.<\/p>\n<p>16.4. If either party is in material default of its obligations under this Agreement, the other may give written notice of termination. The defaulting party will have thirty (30) days from such notice to cure its default. If the default is not cured within the thirty (30) day period, the Agreement will automatically terminate.<\/p>\n<p>16.5. To the extent permitted by applicable law, this Agreement will automatically terminate upon the occurrence of any of the following:<\/p>\n<ol type=\"a\">\n<li>the institution of insolvency, receivership or bankruptcy proceedings against Customer;<\/li>\n<li>Customer making an assignment for the benefit of creditors; or<\/li>\n<li>Customer\u2019s dissolution, liquidation or ceasing to do business.<\/li>\n<\/ol>\n<p>16.6. Customer will provide at least 30 days written notice to Supplier prior to a change in control of Customer ownership, voting or controlling interest, whether by merger, transfer, sale or otherwise.<\/p>\n<p>16.7. Upon termination of this agreement the Customers Software Account will be closed and if requested by the Customer all Customer data will be exported to CSV and provided to the Customer, prior to being removed and destroyed from the Software.<\/p>\n<h4>17. Solicitation of the Supplier Personnel<\/h4>\n<p>17.1. During the term of this agreement and for 12 months after its termination (for any reason), the Customer must not solicit, entice away or attempt to entice away any of the Supplier\u2019s Personnel from continuing to be employed by, or act as a consultant to, the Supplier.<\/p>\n<p>17.2. During the term of this agreement and for 12 months after its termination (for any reason), the Customer must ensure that its Personnel, any related body corporate of it and their Personnel do not, solicit, entice away or attempt to entice away any of the Supplier\u2019s Personnel from continuing to be employed by, or act as a consultant to, the Supplier.<\/p>\n<p>17.3. If the Customer does solicit, entice away or attempt to entice away any of the Supplier\u2019s Personnel in accordance with the previous sub-clauses the Customer agrees to pay to the Supplier 3 times the employees salary or contract amount as the case may be or the equivalent annual salary that the Customer has agreed to pay the Personnel whichever is the greater.<\/p>\n<h4>18. Dispute Resolution<\/h4>\n<p>18.1. A party must not start court proceedings (except proceedings seeking interlocutory relief) unless it has complied with this clause.<\/p>\n<p>18.2. A party claiming that a dispute, difference or question arising out of this agreement has arisen (<strong>Dispute<\/strong>) must give the other party notice of the details of the Dispute (<strong>Dispute Notice<\/strong>).<\/p>\n<p>18.3. The parties must attempt to resolve any Dispute by negotiations using the following escalation procedure:<\/p>\n<ol type=\"a\">\n<li>when a Dispute Notice is given, each party\u2019s respective representatives must first attempt to resolve the Dispute; and<\/li>\n<li>if they cannot resolve the Dispute within five Business Days after the Dispute Notice is given, they must refer the Dispute to each party\u2019s chief executive officer or equivalent who must then attempt to resolve it.<\/li>\n<\/ol>\n<p>18.4. If the parties cannot resolve the Dispute within 10 Business Days after the Dispute Notice is given:<\/p>\n<ol type=\"a\">\n<li>each party is free to start court proceedings; or<\/li>\n<li>the parties may agree to attempt to resolve the Dispute by other means such as expert determination, mediation or arbitration.<\/li>\n<\/ol>\n<p>18.5. If a party breaches the procedure in this clause in relation to a Dispute, the other party need not comply with this clause in relation to the Dispute.<\/p>\n<p>18.6. The parties\u2019 obligations in this agreement continue, pending the resolution of a Dispute.<\/p>\n<p>18.7. The dispute resolution procedure in this clause does not affect a party\u2019s right to terminate the agreement in accordance with the termination clause above.<\/p>\n<p>18.8. Each party must pay its own costs of complying with this clause.<\/p>\n<h4>19. Force Majeure<\/h4>\n<p>If the Supplier is wholly or partially unable to provide the Services because of a Force Majeure Event then:<\/p>\n<ol type=\"a\">\n<li>as soon as reasonably practicable after the Force Majeure Event arises, the Supplier must give the Customer notice of the extent to which the Supplier is unable to provide the Services; and<\/li>\n<li>the Supplier\u2019s obligations to provide the Services is suspended for the duration of the delay arising out of the Force Majeure Event; and<\/li>\n<li>any suspension of the Services as a result of the Force Majeure Event does not constitute a breach of agreement by the Supplier.<\/li>\n<\/ol>\n<h4>20. Notices and other communications<\/h4>\n<p>20.1. A notice, demand, consent, approval or communication under this agreement (<strong>Notice<\/strong>) must be:<\/p>\n<ol type=\"a\">\n<li>in writing, in English and signed by a person duly authorized by the sender; and<\/li>\n<li>hand delivered or sent by prepaid post, facsimile or email to the recipient\u2019s address for Notices specified in the Campaign Order, as varied by any Notice given by the recipient to the sender.<\/li>\n<\/ol>\n<p>20.2. A Notice given in accordance with the above sub-clause takes effect when taken to be received (or at a later time specified in it), and is taken to be received:<\/p>\n<ol type=\"a\">\n<li>if hand delivered, on delivery;<\/li>\n<li>if sent by prepaid post, on the second Business Day after the date of posting (or on the seventh Business Day after the date of posting if posted to or from a place outside Canada);<\/li>\n<li>if sent by facsimile, when the sender\u2019s facsimile system generates a message confirming successful transmission of the entire Notice unless, within eight Business Hours after the transmission, the recipient informs the sender that it has not received the entire Notice;<\/li>\n<li>if sent by email, 24 hours after the date of sending, but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.<\/li>\n<\/ol>\n<h4>21. Miscellaneous<\/h4>\n<p>21.1. The Customer and the Supplier agree to be bound by these terms and conditions.<\/p>\n<p>21.2. Except where this agreement expressly states otherwise, a party may, in its discretion, give conditionally or unconditionally or withhold any approval or consent under this agreement.<\/p>\n<p>21.3. A party may only assign this agreement or a right under this agreement with the prior written consent of each other party.<\/p>\n<p>21.4. Each party must pay its own costs of negotiating, preparing and executing this agreement.<\/p>\n<p>21.5. Any stamp duty, duties or other taxes of a similar nature (including fines, penalties and interest) in connection with this agreement or any transaction contemplated by this agreement must be paid by the Customer.<\/p>\n<p>21.6. Any indemnity or any obligation of confidence under this agreement is independent and survives termination of this agreement. Any other term by its nature intended to survive termination of this agreement survives termination of this agreement.<\/p>\n<p>21.7. The rights and obligations of the parties under this agreement do not merge on completion of any transaction contemplated by this agreement.<\/p>\n<p>21.8. This agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.<\/p>\n<p>21.9. Each party must do, at its own expense, everything reasonably necessary (including executing documents) to give full effect to this agreement and any transaction contemplated by it.<\/p>\n<p>21.10 A term or part of a term of this agreement that is illegal or unenforceable may be severed from this agreement and the remaining terms or parts of the terms of this agreement continue in force.<\/p>\n<p>21.11 A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A<br>waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.<\/p>\n<p>21.12. Except where this agreement expressly states otherwise, it does not create a relationship of employment, trust, agency or partnership between the parties.<\/p>\n<p>21.13. These terms and conditions shall be governed by the laws of Vancouver, Canada. The parties agree to submit to the non-exclusive jurisdiction of the courts of Vancouver.<\/p>\n<p>21.14. The Supplier may, at its discretion, refuse to accept for publication (or remove from the site) a notice or resume if it believes the notice or resume may infringe the rights of any person or may not comply with all the laws and regulations of Vancouver, Canada.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t<div id=\"e-n-tab-content-202052462\" role=\"tabpanel\" aria-labelledby=\"e-n-tab-title-202052462\" data-tab-index=\"2\" style=\"--n-tabs-title-order: 2;\" class=\"elementor-element elementor-element-f3ef55a e-con-full e-flex magic-button-disabled-no wpr-particle-no wpr-jarallax-no wpr-parallax-no wpr-sticky-section-no wpr-column-slider-no wpr-equal-height-no e-con e-child\" data-id=\"f3ef55a\" data-element_type=\"container\" data-e-type=\"container\">\n\t\t\t\t<div class=\"elementor-element elementor-element-bb2298e elementor-widget elementor-widget-heading\" data-id=\"bb2298e\" data-element_type=\"widget\" data-e-type=\"widget\" data-widget_type=\"heading.default\">\n\t\t\t\t\t<h2 class=\"elementor-heading-title elementor-size-default\">Scout Talent Canada \u2013 <br>\nTerms &amp; Conditions of Services<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<div class=\"elementor-element elementor-element-69298f3 elementor-widget elementor-widget-text-editor\" data-id=\"69298f3\" data-element_type=\"widget\" data-e-type=\"widget\" data-widget_type=\"text-editor.default\">\n\t\t\t\t\t\t\t\t\t<ol type=\"A\"><li>Scout Talent Inc (\u201cScout\u201d or \u201cScout Talent\u201d or \u201cthe Company\u201d) is involved in the provision of recruitment marketing and related services.<\/li><li>The Client wants to obtain the Services from Scout Talent.<\/li><li>Scout Talent has agreed to provide the Client with the Services in accordance with the terms of this agreement.<\/li><\/ol><h4 class=\"h4\">1. Definitions and Interpretation<\/h4><h5 class=\"h5\">1.1. Definitions<\/h5><p><strong>Affiliate<\/strong>\u00a0has the meaning given to that term in the B.C. Business Corporations Act or any successor thereto;<\/p><p><strong>Applicable Tax<\/strong>\u00a0means any goods and services tax, value added tax, consumption tax, sales tax or other similar tax including, without limitation, tax applicable by law to the fees payable hereunder.<\/p><p><strong>Business Day<\/strong>\u00a0means:<\/p><ol type=\"a\"><li>for receiving a notice under clause 13, a day that is not a Saturday, Sunday or statutory holiday in the place where the notice is received; and<\/li><li>for all other purposes, a day that is not a Saturday, Sunday or statutory holiday in British Columbia and\/or Ontario;<\/li><\/ol><p><strong>Campaign Order<\/strong>\u00a0means the order in which these terms and conditions are referred;<\/p><p><strong>Client<\/strong>\u00a0means the main intended recipient of the Campaign Order email and their associated company;<\/p><p><strong>Damages<\/strong>\u00a0means 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;<\/p><p><strong>Force Majeure Event<\/strong>\u00a0means, in relation to a party, anything outside the reasonable control of the party, including:<\/p><ol type=\"a\"><li>any act or omission of a third person (except for an act or omission of the party\u2019s Personnel);<\/li><li>fire, flood, earthquake, elements of nature or act of God; or<\/li><li>riot, civil disorder, rebellion or revolution.<\/li><\/ol><p><strong>Intellectual Property Rights<\/strong>\u00a0means all intellectual property rights, including but not limited to, the following rights:<\/p><ol type=\"a\"><li>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;<\/li><li>any application or right to apply for registration of any of the rights referred to in paragraph (a); and (c) all rights of a similar nature to any of the rights in paragraphs (a) and (b) which may subsist anywhere in the world (including Canada), whether or not such rights are registered or capable of being registered.<\/li><\/ol><p><strong>Invoice<\/strong>\u00a0means any deliverable material or document created by Scout Talent in providing the Services<\/p><p><strong>Materials<\/strong>\u00a0means any deliverable material or document created by the Supplier in providing the Services.<\/p><p><strong>Personnel<\/strong>\u00a0means, in relation to a party, the officers, employees, contractors and agents of the party and any Affiliate of the party;<\/p><p><strong>Privacy Laws<\/strong>\u00a0means all privacy laws applicable to Scout Talent and the performance of the Services, including the B.C. Personal Information Protection Act and Canadian Personal Information Protection and Electronic Documents Act; and<\/p><p><strong>Services<\/strong>\u00a0means the services detailed in the Campaign Order; and Term as stated in the Campaign Order.<\/p><h5 class=\"h5\">1.2. Interpretation<\/h5><p>In this agreement, except where the context otherwise requires:<\/p><ol type=\"a\"><li>the singular includes the plural and vice versa, and a gender includes other genders;<\/li><li>another grammatical form of a defined word or expression has a corresponding meaning;<\/li><li>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;<\/li><li>a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;<\/li><li>a reference to C$, dollar or $ is to Canadian currency;<\/li><li>a reference to time is to local standard time of the Scout Talent location providing services, including any Daylight Savings Time adjustments, in Vancouver and\/or any other location stated in the Campaign Order;<\/li><li>a reference to a party is to a party to this agreement, and a reference to a party to a document includes the party\u2019s executors, administrators, successors and permitted assigns and substitutes;<\/li><li>a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;<\/li><li>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;<\/li><li>the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;<\/li><li>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;<\/li><li>the contra proferendum doctrine of contract interpretation does not apply to this agreement;<\/li><li>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<\/li><li>headings are for ease of reference only and do not affect interpretation.<\/li><\/ol><h4 class=\"h4\">2. Acceptance<\/h4><p>2.1. An email reply stating \u201cCampaign Order Accepted\u201d or a reply with similar meaning received by Scout Talent from the Client for the supply of Services constitutes acceptance of the terms and conditions contained in this agreement.<\/p><p>2.2. Where more than one Client has entered into this agreement, the Clients will be jointly and severally liable for all payments.<\/p><p>2.3. Upon acceptance of these terms and conditions by the Client the terms and conditions are irrevocable and can only be rescinded or varied at the sole discretion of Scout Talent.<\/p><p>2.4. None of Scout Talent\u2019s Personnel are authorized to make any representations, statements, conditions or agreements not expressed by Scout Talent in writing nor is Scout Talent bound by any such unauthorized statements.<\/p><p>2.5. The Client undertakes to give Scout Talent not less than fourteen (14) days prior written notice of any proposed change in the Client\u2019s name and\/or any other change in the Client\u2019s details (including but not limited to, changes in the Client\u2019s address, facsimile number, or business practice).<\/p><p>2.6. The Client (and not Scout Talent) is responsible for verifying candidate qualifications, character and other selection criteria for all employees or contractors hired.<\/p><p>2.7. The efficacy of the websites and other methods recommended for use in connection with any campaign. 2.8. The efficacy of any interviewing, testing or assessment tools or recruitment services provided by Scout Talent.<\/p><h4 class=\"h4\">3. Provision of Services<\/h4><p>Subject to the Client performing its obligations under this agreement, Scout Talent must provide the Services to the Client in accordance with these terms and conditions.<\/p><h4 class=\"h4\">4. Fees &amp; Invoicing<\/h4><p>4.1. Fees payable under this agreement are exclusive of Applicable Taxes. The parties agree that:<\/p><ol type=\"a\"><li>Scout Talent will provide the Client with an Invoice containing the fees and other charges and Applicable Taxes within One (1) business day of acceptance; and<\/li><li>Invoices are payable within 7 Business Days of the Invoice date unless otherwise stated on the invoice.<\/li><\/ol><p>4.2. If the Invoice remains unpaid for fifteen (15) Business Days after becoming due for payment then Scout Talent reserve the right to charge the Client interest accruing daily on any amount that is not paid within fifteen (15) Business Days. Interest will be charged at a daily rate of 1.5% per month from the date the invoice first became due and payable. This is without prejudice to any other remedy that Scout Talent may have in relation to this agreement.<\/p><p>4.3. For the purpose of this agreement you will be deemed to have received the Scout Talent Invoice if it is:<\/p><ol type=\"a\"><li>given to you or to your agent personally \u2013 on the day it is given to you;<\/li><li>sent to you at the address provided by you or to your agent by post then \u2013 within five days of posting; and<\/li><li>sent to you by email at the address provided by you \u2013 within 24 hours of the email being sent.<\/li><\/ol><p>4.4. Scout Talent may increase the Fee upon the expiration of the Term, up to an additional 5% of the initial fee. Scout Talent must give the Client 7 days\u2019 notice of any increase.<\/p><h4 class=\"h4\">5. Intellectual Property<\/h4><p>5.1. Scout Talent owns any Intellectual Property rights in the Materials, and methodologies developed under this agreement.<\/p><p>5.2. This agreement does not transfer any Intellectual Property rights in the Materials, and the methodologies developed under it, to the Client and the Client must not represent that it owns those rights.<\/p><p>5.3. The Client transfers any existing or future Intellectual Property rights it may have in the Materials, methodologies developed under this agreement, throughout the world to Scout Talent. The Client must do all things necessary to give effect to this clause 5.3.<\/p><p>5.4. Scout Talent grants the Client a non-exclusive, non-transferable license to use the Materials in accordance with clause 5.5.<\/p><p>5.5. The Client must:<\/p><ol type=\"a\"><li>only use the Materials for its internal business purposes and in accordance with this agreement;<\/li><li>sign any form or document reasonably required by Scout Talent so that Scout Talent can license the Materials; and<\/li><li>comply with Scout Talent\u2019s reasonable directions regarding use of the Materials.<\/li><\/ol><p>5.6. If someone makes a claim against the Client that any of the Materials infringe their Intellectual Property Rights, the Client must:<\/p><ol type=\"a\"><li>give Scout Talent:<ol type=\"i\"><li>notice of the claim;<\/li><li>full control over any proceedings and negotiations conducted, and full authority, to reach any settlement; and<\/li><li>any assistance required by Scout Talent to defend the claim; and<\/li><\/ol><\/li><li>not make a representation or public statement about the claim without first getting Scout Talent\u2019s written consent.<\/li><\/ol><p>5.7. If the Services require Scout Talent to use the Client\u2019s Intellectual Property rights, the Client:<\/p><ol type=\"a\"><li>retains ownership of those rights; and<\/li><li>grants Scout Talent a non-exclusive license to use those rights to provide the Services.<\/li><\/ol><h4 class=\"h4\">6. Privacy<\/h4><p>If either party gives or arranges for another entity to give the other party personal information (as defined in the Privacy Laws), the party in receipt of the personal information must comply with:<\/p><ol type=\"a\"><li>the applicable Privacy Laws; and<\/li><li>the other parties\u2019 reasonable directions for the protection of the personal information, including how it collects, holds, uses and discloses the information.<\/li><\/ol><h4 class=\"h4\">7. Indemnity<\/h4><p>7.1. The Client indemnifies and holds harmless Scout Talent and its Personnel against any Damages they sustain or incur (directly or indirectly) or proceeding seeking Damages arising out of:<\/p><ol type=\"a\"><li>a breach of this agreement by the Client; or<\/li><li>any negligent, unlawful or willful act or omission of the Client or its Personnel in connection with this agreement including in relation to defamation, liable, slander of title, infringement of copyright, infringement of trademarks or names of publication titles, unfair competition, breach of consumer protection or employment standards legislation, violations of rights of privacy, confidential information, licenses, loyalty rights or other intellectual property rights.<\/li><\/ol><p>7.2. The indemnity in clause 7.1 does not apply to the extent that the Damages result from a negligent act or omission of Scout Talent or its Personnel.<\/p><h4 class=\"h4\">8. Limitation of Liability<\/h4><p>8.1. Clause 8 does not exclude or modify any condition or warranty implied into this agreement, or any liability imposed on Scout Talent, by law if to do so would contravene the law or make any part of clause 8 void.<\/p><p>8.2. Notwithstanding the foregoing, Scout Talent excludes liability to the Client for any special or consequential loss including loss of opportunity, lost revenue and lost profits and loss of data and any condition or warranty implied into this agreement.<\/p><p>8.3. Limits its liability for breach of any implied condition or warranty that it cannot exclude to the greater of (at Scout Talents Option) to the greater of re-supplying the Services or paying the cost of having the Services re supplied.<\/p><p>8.4. If the Client makes a claim against Scout Talent for any act or omission of Scout Talent relating to this agreement (whether the claim is based in contract, tort ((including negligence) or statute) Scout Talent\u2019s liability in respect of that claim is:<\/p><ol type=\"a\"><li>unlimited for personal injury (including sickness &amp; death);<\/li><li>limited to $10,000 for loss of, or damage to tangible property; and<\/li><li>for any other claim, limited in aggregate to the total paid for the particular Services that gave rise to the loss or damage as at the date the liability arose.<\/li><\/ol><p>8.5. Scout Talent excludes liability to the Client for any special or consequential loss including loss of opportunity, lost revenue and lost profits and loss of data.<\/p><h4 class=\"h4\">9. Warranty<\/h4><p>9.1. The Client warrants that all information they provide in relation to the provision of the Services by Scout Talent is accurate, does not breach any law or the rights of any person and the Client acknowledges that Scout Talent may use all intellectual property in material provided by the Client throughout the world without restriction, free of charge.<\/p><p>9.2. The Client warrants that it has not relied on any representation made by Scout Talent, which is not expressly stated in these terms and conditions.<\/p><p>9.3. Where any designs or specifications have been supplied by the Client for manufacture, by or to the order of the Client then the Client warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of the advertisement template does not infringe the rights of any third party.<\/p><p>9.4. Without limiting the generality of the foregoing, Scout Talent does not warrant and expressly denies any representations as to:<\/p><ol type=\"a\"><li>the number or quality of applicants or qualified applicants that will be generated by the Campaign Order;<\/li><li>the qualifications, experience or character of any candidates provided to the Clients.<\/li><\/ol><h4 class=\"h4\">10. Termination<\/h4><ol type=\"a\"><li>Scout Talent may, in its absolute discretion, terminate this agreement or any particular Services to be provided under this agreement, by giving the Client 1 month\u2019s written notice.<\/li><li>The Client may terminate this agreement at any time upon payment of all outstanding Fees for the term of the agreement.<\/li><\/ol><h4 class=\"h4\">11. Solicitation of Scout Talent Personnel<\/h4><h5 class=\"h5\">11.1. Customer must not solicit<\/h5><p>During the term of this agreement and for 12 months after its termination (for any reason), the Client must not solicit, entice away or attempt to entice away any of the Scout Talent Personnel from continuing to be employed by, or act as a consultant to, Scout Talent.<\/p><h5 class=\"h5\">11.2. Customer\u2019s Personnel and related bodies corporate must not solicit<\/h5><p>During the term of this agreement and for 12 months after its termination (for any reason), the Client must ensure that its Personnel, any related body corporate of it and their Personnel do not, solicit, entice away or attempt to entice away any of the Scout Talent Personnel from continuing to be employed by, or act as a consultant to, Scout Talent.<\/p><h5 class=\"h5\">11.3. Consequences of solicitation of Supplier Personnel<\/h5><p>If the Client does solicit, entice away or attempt to entice away any of the Scout Talent Personnel in accordance with clauses 11.1 or 11.2 the Customer agrees to pay to the Scout Talent 3 times the employee\u2019s salary or contract amount as the case may be or the equivalent annual salary that the Client has agreed to pay the Personnel whichever is the greater.<\/p><h4 class=\"h4\">12. Dispute Resolution<\/h4><p>12.1. A party must not start court proceedings (except proceedings seeking interlocutory relief) unless it has complied with clause 12.<\/p><p>12.2. A party claiming that a dispute, difference or question arising out of this agreement has arisen (Dispute) must give the other party notice of the details of the Dispute (Dispute Notice).<\/p><p>12.3. The parties must attempt to resolve any Dispute by negotiations using the following escalation procedure:<\/p><ol type=\"a\"><li>when a Dispute Notice is given, each party\u2019s respective representatives must first attempt to resolve the Dispute; and<\/li><li>if they cannot resolve the Dispute within five Business Days after the Dispute Notice is given, they must refer the Dispute to each party\u2019s chief executive officer or equivalent who must then attempt to resolve it.<\/li><\/ol><p>12.4. If the parties cannot resolve the Dispute within 10 Business Days after the Dispute Notice is given:<\/p><ol type=\"a\"><li>each party is free to start court proceedings; or<\/li><li>the parties may agree to attempt to resolve the Dispute by other means such as expert determination, mediation or arbitration.<\/li><\/ol><p>12.5. If a party breaches the procedure in clause 12 in relation to a Dispute, the other party need not comply with<br \/>clause 12 in relation to the Dispute.<\/p><p>12.6. The parties\u2019 obligations in this agreement continue, pending the resolution of a Dispute. 12.7. The dispute resolution procedure in this clause 12 does not affect a party\u2019s right to terminate the agreement in accordance with clause (b).<\/p><p>12.8. Each party must pay its own costs of complying with clause 12.<\/p><h4 class=\"h4\">13. Force Majeure<\/h4><p>If Scout Talent is wholly or partially unable to provide the Services because of a Force Majeure Event then:<\/p><ol type=\"a\"><li>as soon as reasonably practicable after the Force Majeure Event arises, the Supplier must give the Customer notice of the extent to which the Supplier is unable to provide the Services; and<\/li><li>Scout Talent\u2019s obligations to provide the Services is suspended for the duration of the delay arising out of the Force Majeure Event; and<\/li><li>any suspension of the Services as a result of the Force Majeure Event does not constitute a breach of agreement by Scout Talent.<\/li><\/ol><h4 class=\"h4\">14. Notices and other communications<\/h4><p>14.1. A notice, demand, consent, approval or communication under this agreement (Notice) must be:<\/p><ol type=\"a\"><li>in writing, in English and signed by a person duly authorized by the sender; and<\/li><li>hand delivered or sent by prepaid post, facsimile or email to the recipient\u2019s address for Notices specified in the Campaign Order, as varied by any Notice given by the recipient to the sender.<\/li><\/ol><p>14.2. A Notice given in accordance with clause 14.1 takes effect when taken to be received (or at a later time specified in it), and is taken to be received:<\/p><ol type=\"a\"><li>if hand delivered, on delivery;<\/li><li>if sent by prepaid post, on the second Business Day after the date of posting (or on the seventh Business Day after the date of posting if posted to or from a place outside Canada);<\/li><li>if sent by facsimile, when the sender\u2019s facsimile system generates a message confirming successful transmission of the entire Notice unless, within eight Business Hours after the transmission, the recipient informs the sender that it has not received the entire Notice;<\/li><li>if sent by email, 24 hours after the date of sending, but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.<\/li><\/ol><h4 class=\"h4\">15. Miscellaneous<\/h4><p>15.1. The Client and Scout Talent agree to be bound by these terms and conditions.<\/p><p>15.2. Except where this agreement expressly states otherwise, a party may, in its discretion, give conditionally or unconditionally or withhold any approval or consent under this agreement.<\/p><p>15.3. A party may only assign this agreement or a right under this agreement with the prior written consent of each other party.<\/p><p>15.4. Each party must pay its own costs of negotiating, preparing and executing this agreement.<\/p><p>15.5. Any indemnity or any obligation of confidence under this agreement is independent and survives termination of this agreement. Any other term by its nature intended to survive termination of this agreement survives termination of this agreement.<\/p><p>15.6. The rights and obligations of the parties under this agreement do not merge on completion of any transaction contemplated by this agreement.<\/p><p>15.7. This agreement and the Campaign Order constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.<\/p><p>15.8. Each party must do, at its own expense, everything reasonably necessary (including executing documents) to give full effect to this agreement and any transaction contemplated by it.<\/p><p>15.9. A term or part of a term of this agreement that is illegal or unenforceable may be severed from this agreement and the remaining terms or parts of the terms of this agreement continue in force.<\/p><p>15.10. A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.<\/p><p>15.11. Except where this agreement expressly states otherwise, it does not create a relationship of employment, trust, agency or partnership between the parties.<\/p><p>15.12. These terms and conditions shall be governed by the laws of British Columbia and the laws of Canada applicable therein. The parties irrevocably attorn to the exclusive jurisdiction of the courts of Vancouver B.C. except that Scout Talent may, at its option, enforce this agreement in any court of competent jurisdiction.<\/p><p>15.13. Scout Talent may, at its discretion, refuse to accept for publication (or remove from the site) a notice or resume if it believes the notice or resume may infringe the rights of any person or may not comply with all the laws and regulations of British Columbia.<\/p><p><em>Last updated: August 2022<\/em><\/p><p>\u00a0<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t\t<\/div>\n\t\t\t\t<div class=\"elementor-element elementor-element-362255c elementor-widget elementor-widget-spacer\" data-id=\"362255c\" data-element_type=\"widget\" data-e-type=\"widget\" data-widget_type=\"spacer.default\">\n\t\t\t\t\t\t\t<div class=\"elementor-spacer\">\n\t\t\t<div class=\"elementor-spacer-inner\"><\/div>\n\t\t<\/div>\n\t\t\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>","protected":false},"excerpt":{"rendered":"<p>Terms of Use Terms &amp; Conditions AU Terms &amp; Conditions CA Terms and Conditions \u2013 Software and Professional Services Scout Talent Group Terms and Conditions \u2013 Software and Professional Services Version 2.0 | Revised 14 July 2025 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. The Client wishes to use the Supplier\u2019s Software in its business operations. From time to time, the Client may also request additional recruitment marketing or related professional services from the Supplier. 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\u2019s 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\u2019s 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: any act or omission of a third person (except for an act or omission of the party\u2019s Personnel); fire, flood, earthquake, elements of nature or act of God; or 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: 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; any application or right to apply for registration of any of the rights referred to in paragraph (a); and 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\u00a0Privacy Act\u00a01988 (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: the singular includes the plural and vice versa, and a gender includes other genders; another grammatical form of a defined word or expression has a corresponding meaning; 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; a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time; a reference to A$, $A, dollar or $ is to Australian currency; a reference to time is to Australian Eastern Standard time; a reference to a party is to a party to this agreement, and a reference to a party to a document includes the party\u2019s executors, administrators, successors and permitted assigns and substitutes; a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity; a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements<\/p>","protected":false},"author":1,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"_acf_changed":false,"content-type":"","footnotes":""},"class_list":["post-1322","page","type-page","status-publish","hentry"],"acf":[],"aioseo_notices":[],"aioseo_head":"\n\t\t<!-- All in One SEO Pro 4.9.10 - aioseo.com -->\n\t<meta name=\"description\" content=\"Terms of Use Terms &amp; Conditions AU Terms &amp; Conditions CA Terms and Conditions \u2013 Software and Professional Services Scout Talent Group Terms and Conditions \u2013 Software and Professional Services Version 2.0 | Revised 14 July 2025 Scout Talent Pty Ltd ABN 18 129 212 602 (Scout Talent, STG, or the Supplier) has developed 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