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Terms of Business

Last updated: 15 October 2026

The short version: 30 days, either side.

You can end any seat, at any time, for any reason, with 30 days' written notice. You pay the monthly fee to the end of those 30 days, and that is all you pay.

We handle everything on the employment side: the process, notice, severance and final pay. Those costs are included in your monthly fee. The full terms are below; clause 5 sets this out formally.

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

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

1. Definitions and interpretation

1.1 In these Terms:

1.2 Headings do not affect interpretation. "Including" means "including without limitation". "Writing" includes email. References to clauses are to clauses of these Terms.

2. The agreement

2.1 These Terms, each Order Form and the DPA together form the entire agreement between the parties for the Services. They replace any earlier discussions, proposals or understandings.

2.2 If the Client has signed a separate Master Services Agreement with the Company, that agreement applies instead of these Terms.

2.3 If an Order Form expressly varies these Terms, the Order Form prevails for the Seats it covers, but only to the extent of the conflict. On data protection matters, the DPA prevails.

2.4 The Client confirms that it has not relied on any statement or representation that is not set out in these Terms or an Order Form. Nothing in this clause limits liability for fraudulent misrepresentation. Any terms in the Client's purchase orders or other documents do not apply.

2.5 No variation of these Terms is valid unless it is agreed in writing by authorised representatives of both parties.

2.6 The Company may update these Terms by publishing a revised version on its website. If a change materially affects an existing Client, the Company will give at least thirty (30) days' written notice before it takes effect, during which the Client may end any or all Seats under clause 5. An update will not change Monthly Fees except as clause 7.6 permits.

3. Services and responsibilities

3.1 Company obligations. The Company shall:

(a) provide the Services with reasonable skill and care and in a professional manner;

(b) introduce Candidates for each requested Seat from its pre-vetted talent pool, meeting the experience requirements of the relevant Tier;

(c) employ each selected Staff Member, directly or through a Group Company or Partner, and administer their employment in accordance with Applicable Laws, including contracts, payroll, statutory deductions and contributions, leave and employment policies;

(d) manage the Exit Process for any Seat that ends, in accordance with clause 5; and

(e) comply with all Applicable Laws in performing its obligations.

3.2 The Company may perform the Services through Group Companies and Partners. It remains responsible to the Client for performing its obligations under these Terms.

3.3 Client obligations. The Client shall:

(a) tell the Company the Tier, the type of roles the Staff Member will work on, and the working hours required for each Seat;

(b) interview Candidates and be solely responsible for the final selection of Staff Member(s);

(c) unless an Order Form says otherwise, provide all equipment, licences and Client Systems that Staff Member(s) need;

(d) from the Start Date until a Seat ends, direct and manage the Staff Member's day-to-day work, including work assignments, supervision and performance assessment;

(e) give the Company promptly all information it reasonably requires to deliver the Services;

(f) pay the Monthly Fees in accordance with clause 7; and

(g) comply with all Applicable Laws and with clause 4.

3.4 Treatment of Staff Members. The Client shall, and shall ensure that its personnel:

(a) treat Staff Member(s) with dignity and respect, and not discriminate against, harass, bully or victimise them;

(b) not require Staff Member(s) to work hours, or to take or forgo leave, in breach of clause 4 or Applicable Laws;

(c) not make any offer, promise or representation to a Staff Member about pay, bonuses, commission, benefits, equity, employment status or termination without the Company's prior written agreement; and

(d) not ask a Staff Member to do anything unlawful, including in their sourcing and outreach activity, or materially change the nature of their role without first notifying the Company.

3.5 Direction and work product. The Company acts as the Staff Member's legal employer for employment, payroll and compliance purposes. It does not direct, supervise or control how Staff Member(s) carry out their work. The Company gives no warranty as to, and accepts no responsibility for, the quality, output or work product of any Staff Member, the outcome of any search or placement the Staff Member works on, or any Client Systems. Responsibility for directing, supervising, reviewing and accepting the Staff Member's work rests solely with the Client.

3.6 Client Systems and access. The Client is responsible for ensuring that all Client Systems are registered and owned in the Client's name and not in the personal name of any Staff Member; keeping administrator-level control of all Client Systems; granting, managing and revoking Staff Member access, including when a Seat ends; and maintaining appropriate security measures such as multi-factor authentication. The Company's contracts with Staff Member(s) require them to keep Client information confidential and to return Client property and access when their employment ends. At the Client's request and cost, the Company will take reasonable steps to enforce those obligations.

3.7 Facilitation. Where an issue arises between the Client and a Staff Member, the Company may, at its discretion, help the parties resolve it on a reasonable-endeavours basis. Its involvement does not mean it assumes responsibility for the underlying work or the outcome, and it is without prejudice to clauses 3.5 and 3.6.

4. Staff Member employment terms

4.1 Staff Member(s) are employed by the Company, a Group Company or a Partner under a written contract that complies with Applicable Laws. For Staff Member(s) based in South Africa, these include the Basic Conditions of Employment Act 1997 and the Labour Relations Act 1995. Each contract is linked to the Client's Seat and provides for its ending when the Seat ends.

4.2 Annual leave. Staff Member(s) employed in South Africa are entitled by law to at least fifteen (15) working days' paid annual leave in each 12-month leave cycle, in addition to South African public holidays. Leave is included in the Monthly Fee. The Client may reasonably manage when leave is taken but must not prevent a Staff Member from taking their statutory entitlement.

4.3 Working hours. Working hours, including the hours of overlap with the Client's time zone, are agreed in the Order Form and must comply with the Staff Member's contract and Applicable Laws. Overtime may only be worked by agreement with the Company, and any statutory overtime pay will be charged to the Client.

4.4 Changes. The Client must request any change to a Staff Member's pay, role, hours or Tier from the Company in writing at least ten (10) Business Days before the relevant payroll cut-off. Only the Company can implement such a change. Staff Member(s) must not work from outside South Africa, other than for short periods of travel, without the Company's prior written approval.

5. Ending a Seat: 30-day termination

5.1 30 days, either side. Either party may end any Seat at any time, for any reason, by giving the other thirty (30) calendar days' written notice. The Client does not need to give a reason. The Seat ends on the last day of the Notice Period.

5.2 What the Client pays. When a Seat ends under clause 5.1, the Client's only financial obligation for that Seat is to pay the Monthly Fee up to the last day of the Notice Period, calculated pro rata by day for any part month. The Client pays no notice pay, severance, consultation costs, settlement amounts, accrued leave or other exit costs, except as set out in clause 5.8.

5.3 The Company runs the Exit Process. The Company is responsible for the Exit Process and bears its cost, which is included in the Monthly Fee. This includes any consultation or other process required by Applicable Laws, the Staff Member's notice, any severance payment, final pay and accrued leave. The time the Exit Process takes does not extend the Notice Period or the Client's payment obligation.

5.4 During the Notice Period. The Client may continue to work with the Staff Member until the Seat ends, or may restrict or remove the Staff Member's access to Client Systems at any time after giving notice. Removing access does not shorten the Notice Period or reduce the Monthly Fee due under clause 5.2.

5.5 Communication with the Staff Member. The Company is the Staff Member's employer and will handle all communication with them about the ending of their Seat. The Client must not tell a Staff Member that their Seat or employment is ending, or give them notice of any kind, before the Company has done so.

5.6 Performance and conduct. If the Client has a concern about a Staff Member's performance or conduct, it should tell the Company in writing with specific examples. The Client may then either work with the Company to address the concern or end the Seat under clause 5.1. On request, the Company will use reasonable endeavours to introduce a replacement Candidate for the Seat. Where a Seat is filled by a replacement without a gap, the Notice Period for the original Staff Member runs alongside the replacement's first month, and the Client pays one Monthly Fee for the Seat during that overlap.

5.7 Resignation and serious misconduct. If a Staff Member resigns, or the Company removes a Staff Member from a Seat because of serious misconduct or because the law requires it, the Company will tell the Client promptly. Monthly Fees for that Seat stop on the Staff Member's last working day for the Client, and the Company will use reasonable endeavours to introduce a replacement Candidate.

5.8 Exceptions. Clause 5.2 does not cover, and the Client will bear, any cost, award or claim to the extent it arises from the Client's breach of clause 3.4 or clause 5.5, or from instructions the Client gives that are contrary to Applicable Laws, including amounts awarded by the CCMA, a bargaining council or the Labour Court and reasonable, evidenced legal costs.

5.9 No minimum term. There is no minimum term for a Seat beyond the Notice Period. A Seat may be ended at any time after the Start Date, or before it with written notice, in which case clause 7.2 applies.

6. Term and termination of these Terms

6.1 These Terms continue until terminated under this clause 6.

6.2 Either party may terminate these Terms by giving thirty (30) calendar days' written notice. That notice also serves as notice to end every Seat under clause 5.1.

6.3 Either party may terminate these Terms immediately by written notice if the other party commits a material breach that is not remedied within fourteen (14) days of written notice, or becomes insolvent, enters administration or liquidation, or suffers any similar event. Where the Company terminates under this clause, Monthly Fees remain payable for each Seat to the end of a thirty (30) day period from the date of termination.

6.4 On termination, the Client must pay all outstanding invoices and any amounts not yet invoiced. The Company will invoice any uninvoiced amounts within thirty (30) days of the later of termination or its discovery of those amounts.

6.5 The Client must ensure that any equipment provided by the Company is returned. The Company's costs of collecting, storing and resetting equipment will be charged to the Client.

6.6 Clauses 5, 6.4 to 6.6, 7 to 12, 15 and 16 survive termination.

7. Fees and payment

7.1 Monthly Fee. Each Seat is charged at the Monthly Fee for its Tier, as set out in the Order Form. The Monthly Fee includes the Staff Member's salary, statutory employer contributions, payroll, HR administration, annual leave and the Exit Process. It excludes equipment, agreed overtime, pay increases requested by the Client, and any other extras set out in the Order Form.

7.2 First invoice. The first Monthly Fee for each Seat will be invoiced at least seven (7) days before the Start Date and must be paid before the Start Date. The Company is not obliged to begin employing a Staff Member until it is received. If the Client ends a Seat before its Start Date, the Client will pay any costs the Company has reasonably incurred in preparing to fill it, up to one Monthly Fee.

7.3 Monthly invoices. Monthly Fees are invoiced monthly in advance and must be paid within seven (7) calendar days of receipt. Payment on time is essential, because the Company pays Staff Member salaries and statutory contributions on the Client's behalf.

7.4 Currency and taxes. Invoices are issued in US dollars unless otherwise agreed. All Fees are exclusive of VAT, sales taxes and any other applicable taxes, which the Client will pay in addition where they apply.

7.5 Late payment. If an invoice is not paid by its due date, the Client must pay a late payment fee of 3% of the overdue amount, plus the Company's reasonable costs of recovering it. If an invoice remains unpaid more than fourteen (14) days after its due date, the Company may, on written notice, suspend the Services and treat the non-payment as notice from the Client to end the affected Seats under clause 5.1.

7.6 Changes to Monthly Fees. The Company may change the Monthly Fee for a Tier once in any twelve-month period by giving at least thirty (30) days' written notice. The Client may end any affected Seat under clause 5.1 before the change takes effect, in which case the existing Monthly Fee applies throughout the Notice Period.

7.7 Disputed invoices. The Client must notify the Company of any disputed invoice within five (5) Business Days of receipt, with reasons, and must pay the undisputed portion on time.

7.8 No set-off. The Client may not set off or deduct any amount from sums due to the Company.

8. Confidentiality

8.1 Each party will keep the other's Confidential Information confidential, use it only for the purposes of these Terms, and protect it with at least reasonable care.

8.2 Clause 8.1 does not apply to information that is or becomes public other than through a breach of confidence; that the receiving party already held before disclosure; that the receiving party lawfully receives from a third party entitled to disclose it; or that must be disclosed by law, regulation or a competent authority.

8.3 On request, and in any event on termination, each party will return or securely delete the other's Confidential Information and confirm in writing that it has done so, except for copies the law requires it to keep.

8.4 This clause 8 survives for three (3) years after termination, and for trade secrets it survives indefinitely.

9. Data protection

9.1 Each party will comply with Data Protection Legislation.

9.2 The DPA forms part of these Terms. It sets out each party's role and the safeguards that apply to international transfers of personal data, including transfers to and from South Africa. The Client's signature or written acceptance of an Order Form shall be treated as its execution of the DPA.

9.3 The Client is responsible for personal data, including candidate data, that Staff Member(s) process within Client Systems on its instructions, and for ensuring that its sourcing and outreach practices comply with the laws that apply to the candidates contacted.

10. Intellectual property

10.1 Each party keeps ownership of its own Intellectual Property. The Company grants the Client a limited, non-exclusive, non-transferable licence to use the Company's Intellectual Property solely for the purpose of receiving the Services.

10.2 All Intellectual Property created by Staff Member(s) in performing work for the Client, including candidate lists and databases built for the Client, belongs to the Client from creation. To the extent any such rights vest in the Company, a Group Company or a Partner, the Company assigns them, and will procure that they are assigned, to the Client by way of present assignment of future rights.

10.3 The Company will ensure that its contracts with Staff Member(s) include appropriate confidentiality and IP assignment provisions and, to the extent permitted, waivers of moral rights. At the Client's request and cost, the Company will take reasonable steps to perfect the Client's rights under this clause.

11. Non-solicitation and conversion

11.1 During these Terms and for twelve (12) months after the later of termination of these Terms or the end of the relevant Seat, the Client must not, without the Company's prior written consent, directly or indirectly solicit, employ or engage any Staff Member, or any Candidate introduced in the previous twelve (12) months, in any capacity, including through another employer of record, agency or other third party.

11.2 If the Client breaches clause 11.1, or with the Company's consent transfers a Staff Member to its own or a third party's employment, the Client will pay the Company a conversion fee equal to [US$ amount] plus 10% of the Staff Member's annualised gross earnings for the three months before the conversion date. The conversion fee is exclusive of taxes and payable within seven (7) days of the Company's invoice.

12. Liability and indemnities

12.1 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.

12.2 Subject to clause 12.1, neither party is liable for any indirect or consequential loss, or for any loss of profits, revenue, business, goodwill, anticipated savings or placement fees, loss or corruption of data, or business interruption.

12.3 Subject to clauses 12.1 and 12.4, each party's total aggregate liability arising out of or in connection with these Terms shall not exceed the total Monthly Fees paid and payable in the twelve (12) months before the event giving rise to the claim.

12.4 The limits in clauses 12.2 and 12.3 do not apply to the Client's obligations to pay Monthly Fees, the conversion fee, or costs under clause 5.8, or to the Client's indemnity under clause 12.6.

12.5 Except to the extent caused by the Company's breach of these Terms, the Company has no liability for the matters described in clauses 3.5 and 3.6, the acts or omissions of Staff Member(s) while working under the Client's direction, or the Client's selection decisions.

12.6 The Client will indemnify the Company, its Group Companies and Partners against all losses, liabilities, awards, fines, costs and expenses (including reasonable legal fees) arising from the Client's breach of these Terms; the direction, supervision or treatment of Staff Member(s) by the Client or its personnel; the Client communicating termination directly to a Staff Member in breach of clause 5.5; any claim relating to Client Systems or Staff Member work product; or any claim that the Client is the employer of a Staff Member, to the extent that claim arises from the Client's conduct.

12.7 Each party will indemnify the other against losses arising from its breach of clause 8 or clause 10.

12.8 Except as expressly set out in these Terms, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

13. Force majeure

13.1 Neither party is in breach of these Terms, or liable for delay or failure to perform, if the delay or failure results from events beyond its reasonable control, including natural disasters, pandemics, war, civil unrest, industrial action, government action, and widespread failure of power or telecommunications.

13.2 This clause does not apply to the Client's obligation to pay Monthly Fees for any Seat that remains in place. Either party may still end Seats under clause 5.1.

14. Insurance

The Company maintains insurance appropriate to the Services and will provide summary evidence of it on reasonable request.

15. Governing law and jurisdiction

These Terms, and any dispute or claim arising out of or in connection with them, are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.

16. Dispute resolution

16.1 The parties will first try to resolve any dispute through discussion between senior representatives.

16.2 If the dispute is not resolved within thirty (30) days, either party may propose mediation, held remotely or in London, which the parties will attend in good faith.

16.3 If mediation does not resolve the dispute within thirty (30) days of starting, either party may bring proceedings under clause 15.

16.4 Nothing in this clause prevents either party from seeking urgent injunctive relief, or prevents the Company from recovering undisputed sums through the courts, at any time.

17. General

17.1 Assignment. The Client may not assign or transfer its rights or obligations under these Terms without the Company's prior written consent. The Company may assign or subcontract to a Group Company or Partner, and may assign any debts owed to it to a finance or factoring company.

17.2 Relationship. Nothing in these Terms creates a partnership, joint venture or agency between the parties.

17.3 Notices. Notices, including notice to end a Seat, must be in writing and sent by email: to the Company at [notices email], and to the Client at the address in the Order Form. A notice sent outside business hours is deemed received on the next Business Day.

17.4 Third-party rights. No third party has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce these Terms, except that Group Companies and Partners may enforce clause 12.6.

17.5 Compliance. Each party will comply with applicable anti-bribery, anti-slavery and sanctions laws.

17.6 Publicity. The Company may name the Client as a client in its marketing unless the Client objects in writing.

17.7 Severance and waiver. If any provision of these Terms is unenforceable, the rest remain in effect. No failure or delay in exercising a right is a waiver of it, and no waiver is valid unless it is in writing.

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