Scrums.com platform terms of use
The SEOP Terms and Conditions ("SEOP Terms") governs the use of the Scrums.com SEOP, where Clients will gain access to Scrums.com services and Talent to be provided under the Master Service Agreement (MSA)
INTRODUCTION
Welcome to the Scrums.com Software Engineering Orchestration Platform (SEOP). The SEOP Terms and Conditions ("SEOP Terms") governs the use of the Scrums.com SEOP, where Clients will gain access to Scrums.com services and Talent to be provided under the Master Service Agreement (MSA). In the event of a conflict, the MSA will take precedence over the conflicting terms in the SEOP Terms. Client is granted a limited, non-exclusive, non-transferable, revocable licence to use the SEOP Platform for its internal business purposes only.
ACCEPTANCE OF USE:
By accessing the SEOP Platform, Client acknowledges that it has read, understands, and agrees to be bound by the SEOP Terms. Client represents that the individual accepting the SEOP Terms has authority to bind Client.
If Client does not agree with any of the SEOP Terms, Client should cease use of the SEOP Platform immediately and request deletion of its profile.
Client is responsible for ensuring all authorised users comply with the SEOP Terms. Scrums.com reserves the right to update the SEOP Terms from time to time. Client continued use of the SEOP Platform constitutes Client’s acceptance of any revised Terms.
CONFIDENTIALITY & NON-DISCLOSURE
Client agrees to maintain the strict confidentiality of all proprietary and/or confidential information received, accessed, or obtained through Scrums.com and/or its SEOP Platform (“Confidential Information”).
Confidential Information includes, without limitation, all information related to Scrums.com’s products, pricing, business operations, Talent profiles, personal data, proprietary content, and platform functionalities, whether disclosed in written, oral, electronic, or any other form.
The Client shall not disclose, reproduce, distribute, store, copy, process, or otherwise use any Confidential Information for any purpose other than as expressly authorised in writing by Scrums.com or as necessary for engaging with Scrums.com’s services through the SEOP Platform. Client shall immediately notify Scrums.com upon becoming aware of any unauthorised disclosure or breach of confidentiality.
The Client further agrees that any personal data of Talent accessed through the SEOP Platform shall remain strictly confidential and shall not be used, processed, stored, or shared for any purpose other than as expressly permitted by Scrums.com and in accordance with applicable data protection laws.
Any unauthorized use, disclosure, or distribution of Confidential Information constitutes a material breach of these SEOP Terms and may result in immediate suspension or termination of access to the SEOP Platform, as well as legal action, including but not limited to injunctive relief, damages, and any other remedies available under applicable law.
NON-SOLICITATION & NON-CIRCUMVENTION
Unless otherwise agreed in writing between the Parties, for the duration of this Agreement and for a period of twelve (12) months following its expiry or termination, the Client and/or its affiliated companies shall not, directly or indirectly, solicit, employ, engage, contract with, or otherwise induce any Talent associated with Scrums.com to terminate, breach, or alter their employment, contractual, or other relationship with Scrums.com.
The Client further agrees not to circumvent or attempt to circumvent Scrums.com by communicating with, engaging, or hiring any Talent identified through the Platform outside of Scrums.com’s established process as set forth in these Terms.
In the event that the Client breaches this clause by soliciting, employing, or engaging any Scrums.com Talent, whether directly or indirectly, the Client shall (i) immediately notify Scrums.com in writing, (ii) be liable to pay the applicable Placement Fee ($20,000.00 (excluding applicable taxes) per Talent, unless otherwise specified in writing by Scrums.com) for each such Talent, and (iii) make such payment within thirty (30) days of the breach. The Parties agree that the Placement Fee constitutes a genuine pre-estimate of damages and is not a penalty. Scrums.com may suspend access and pursue legal and equitable remedies.
DISCLAIMER AND LIMITATION OF LIABILITY
The use of the SEOP Platform is provided without any warranties or guarantees whatsoever. Scrums.com is not responsible for the actions of third parties who access Client information through the Platform.Scrums.com makes no warranties, express or implied, regarding the accuracy, completeness, or reliability of information provided on the SEOP Platform. Scrums.com does not guarantee any services or outcomes, Talent placements, deliverables or timelines.
Scrums.com may cancel or terminate Client access to the SEOP Platform at any time, without prior notice or liability, for any reason whatsoever.
Scrums.com shall not be liable to Client for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to, loss of profits, loss of business or business opportunities, loss of data, loss of goodwill, or reputational damage, arising out of or in connection with the Client’s use of, or inability to use, the SEOP Platform, the services, any content or proprietary information, or any interruption or disruption thereof, regardless of the cause of action, whether in contract, tort, negligence, strict liability, breach of warranty, or otherwise.
The aggregate liability of Scrums.com to Client for any and all claims arising out of or relating to the SEOP Platform, or the services shall in no event exceed the total fees actually paid by Client to Scrums.com in the six (6) months immediately preceding the event giving rise to the claim.
DATA PROTECTION
Client’s use of the Platform is subject to Scrums.com’s Privacy Policy, which details how Client’s information will be collected, processed, stored, and used. Each Party shall comply with applicable data protection laws, including the UK GDPR, EU GDPR, and South African POPIA, as applicable
By using the Scrums.com Platform, Client consents to the processing of their personal data in accordance with the Privacy Policy. Where Client provides personal data of third parties, it represents that it has obtained all necessary consents.
LAW & JURISDICTION
For the purposes of the SEOP Terms, “Scrums.com” refers to:
- Scrumsdotcom Ltd, registered in England and Wales, for Clients based globally (including but not limited to Africa, Europe, the United Kingdom, and the United States); or
- SovTech (Pty) Ltd t/a Scrums.com, registered in the Republic of South Africa, for Clients based in South Africa.
These Terms and any dispute, claim, or proceeding arising out of or in connection with them, or with the Client’s use of the Scrums.com Platform, shall be governed by and construed in accordance with the laws of the applicable jurisdiction as set out above.
Subject to the above, the courts of England and Wales (for Clients contracting with Scrumsdotcom Ltd) or the courts of the Republic of South Africa (for Clients contracting with SovTech (Pty) Ltd t/a Scrums.com) shall have exclusive jurisdiction to settle any such dispute or claim.
CONTACT US
For questions regarding the SEOP Terms, please contact us by email at security@scrums.com and/or legal@scrums.com.