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SCAUT TERMS OF SERVICE

Please read these Terms of Service, the Privacy Policy, and the Data Processing Terms available at www.scaut.com, and all other documents referred to herein (collectively, the “Terms “) carefully before you start using the Service. When you start using the Service or click to agree to the Terms of Service when this option is made available to you, you conclude an agreement on use of the Services with SCAUT (the "Agreement") which includes the Terms. If you do not agree to the Terms, you must not access or use the Service.
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1. DEFINITIONS

1.1. "Affiliate" of a person is any person that controls, is controlled by, or is under common control with, such person. The term “control” (“controlled by”) means the power to direct or cause direction of management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.
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1.2. "Chargeback" means contacting bank or credit / debit card provider and rejecting, cancelling, or contesting the charge of any amount payable in connection with use of the Services.
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1.3. "Documentation" refers to all texts and materials available on the Platform which describe the features of the Services, requirements for their use, support, or maintenance.
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1.4. "SCAUT" refers to SCAUT, s.r.o., with registered office at Inovační 122, Zlatníky-Hodkovice, 252 41, Czech Republic, ID number: 092 961 82, incorporated under the laws of the Czech Republic, registered at Municipal Court in Prague under file no. C 333927.
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1.5. "User" refers to you as a user of the services provided through www.scaut.com (the "Platform") in particular the screening services (the "Services") ordered via the Platform. If you are using the Services on behalf of a legal entity, then you, as an individual, represent that you have authority to bind that entity to the Agreement and “User” refers to that entity.
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1.6. "User Data" are data, instructions, materials, and other content that is provided by the User, or that SCAUT receives by or through the Services.
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2. SCAUT PLATFORM

2.1. Access.
Users fall into one or more of the following categories:

a) "Owners" create the account on the Platform and specify the legal entity that is ordering the Services. Owners may permit Authorized Users to join the same workspace.

b) "Authorized Users" use the Platform based on invitation by the Owner. Authorized Users may be required to consent to the Terms when creating their user account or first logging in the Platform. Nevertheless, only sections 3 (Terms of Use), 4 (Services), 7.4 (Disclaimer of Warranties), 7.5 (Limitation of Liability), 9 (Final Provisions) apply to access to the Platform by the Authorized User.
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2.2. Use.
Subject and conditioned on Users’ compliance with the Agreement, SCAUT grants the User a non-exclusive, non-transferable right to use the Platform during the term of the Agreement, solely for the purpose of ordering and using the Services.
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2.3. Reservation of Rights.
Nothing in the Agreement grants any license or other right to any intellectual property rights in or relating to the Platform, or third-party materials. All rights to the Platform and the third-party materials are and will remain with SCAUT and the respective rights holders. SCAUT reserves the right to make changes to the Platform that it deems necessary or useful to comply with applicable law, enhance the quality of Services, cost efficiency or performance.
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2.4. Suspension, Termination.
SCAUT may suspend, terminate, or otherwise deny User’s, or any other person’s access to or use of the Platform, without incurring any resulting obligation or liability, if:

a) SCAUT receives a judicial or governmental request or order that requires SCAUT to do so, or if SCAUT becomes aware that a governmental authority or other authority with legal authority has enacted a new, or modified an existing, law, rule, regulation, interpretation or decision that would make its performance of any part of the Agreement unlawful or otherwise illegal, or

b) User has failed to comply with the Agreement or used the Platform for a purpose not authorized under the Agreement; or that the User has been involved in fraudulent or unlawful activities,

c) User does not pay the fees when due, or in the event SCAUT receives notice of a Chargeback. Chargeback will be considered a breach of payment obligations under the Agreement. SCAUT reserves the right to dispute any Chargeback received and to take reasonable steps to restrict User’s future access to the Services if it believes that User has maliciously requested a Chargeback.
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2.5. Services provided by Affiliate.
User hereby acknowledges and agrees that SCAUT may engage its Affiliate to provide any part or all of the services under the Agreement, and that SCAUT may therefore permit such Affiliate to invoice the User and accept fees on SCAUT’s behalf. If applicable, payment of such fees to the Affiliate shall be sufficient to discharge User’s obligations relating to such payment and shall constitute payment of price under the Agreement.
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3. TERMS OF USE

3.1. Use Restrictions.
User may not, and may not permit any other person to, access or use the Platform except as expressly permitted by the Agreement and, in case of third-party materials, the applicable third-party license terms. User shall not in particular, but not exclusively:

a) rent, sublicense, re-sell, assign, distribute, time share, or similarly exploit the Platform,

b) reverse engineer, copy, modify, adapt, or hack the Platform,

c) access the Platform, the Documentation, or SCAUT confidential Information to build a competitive product or service; or

d) upload, transmit, or otherwise provide to or through the Platform, any information or materials that are unsolicited advertisements or content (i.e., “spam"), unlawful or contain or activate any harmful code (software, hardware, or other technology, including malware, the purpose or effect of which is to permit unauthorized access to, disrupt or otherwise harm any computer, software, hardware, or network; or prevent any other customer from accessing or using the Platform),

e) damage, disable, interfere with, or otherwise harm the Platform, or SCAUT’s provision of Services, or

f) access or use the Platform in manner or for purpose that infringes any intellectual property right or other right of any third party or that violates any applicable law.
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3.2. Sanctions.
Services are offered to users who are not a target of any sanction’s regime, and do not reside in, nor will access the Services from a country from which such access is prohibited under any applicable sanctions regime or export control laws. By using the Services, the User represents that it meets all of the foregoing requirements. If the User does not meet these requirements, it must not access or use the Services. SCAUT reserves the right to limit the availability of the Services to any person, entity, geographic area, or jurisdiction at any time.
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3.3. User Responsibilities.
User represents and warrants, that:

a) it will provide accurate information about the candidate or employee whose details are the subject of the screening, grant the requested powers of attorney, provide official verification of documents, and other documents and access requested by SCAUT for the purpose Service provision. Turnaround times shall be extended by the period during which SCAUT is waiting for User’s inputs. If the User does not provide the requested input within 60 days, SCAUT may terminate the respective order, in which case the price already paid under such an order shall be refunded to the User, provided that the User is obligated to reimburse the costs of initiated or ongoing Services;

b) it owns the necessary rights and consents relating to User Data so that, as received by SCAUT and processed in accordance with the Agreement to provide the Services, they do not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law. User must inform the persons whose personal and other data the User transfer to SCAUT of such transfer, and the User must obtain consent to such transfer of personal data where necessary;

c) it will keep the access data to its user account in the Platform confidential and protect it from disclosure, publication and/or misuse by third parties - User acknowledges that orders for the Services may be placed in the User’s name and at the User’s expense through the user account. Therefore, the User shall ensure access to subordinate user accounts only to persons authorized to order Services on behalf of the Customer, deactivate the user accounts of persons who lose the authority to order Services on behalf of the Customer, and take immediate action if the Customer suspects that they may have been stolen or misused; and

d) its devices meet the current system requirements for use of the Platform (technical documentation); and

e) the Services are only for the User’s internal purposes and the User may not provide them to third persons (e.g. resell or provide as the User’s own product or service). It is strictly prohibited to resell any outputs from the Services or to use the Services to provide User’s own screening or similar services to third parties. Should the User intend to use the Services in such a way, it shall contact SCAUT and negotiate in good faith to enter into a partnership agreement with SCAUT.
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4. SERVICES

4.1. Service orders.
Services can be ordered by filling out the electronic order form available on the Platform and submitting it by pressing the "Pay" or similar button. The data filled in the order form can be verified by the User during the order process up to the time of its dispatch. Unless otherwise agreed, all orders are non-cancelable and non-modifiable. In case the ordered Services cannot be provided, SCAUT reserves the right to propose alternative solution or refund the User.  
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4.2. Services provision.
SCAUT shall commence the Services provision immediately upon the order submission. SCAUT commits to making its best efforts to deliver the Services within 30 (thirty) days from the date the order is submitted. Indicative turnaround times of certain Services are specified on the Platform. In the event that SCAUT does not have all necessary information to provide the Services, it will request the missing information from the User without undue delay. Turnaround times are extended by the time of delay caused by the customer and third parties – inactions and delays on the part of authorities, and non-cooperation of the examinee. User acknowledges that certain state authorities have 30-day statutory deadline which may extend the turnaround time.
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5. FEES AND PAYMENT

5.1. Fees.
User shall pay the price for the Services quoted within the Platform when the Services order has been submitted. SCAUT reserves the right to change the price list or institute new fees by listing such a change within the Platform. Unless otherwise agreed, prices for already submitted orders will not be affected by any change. User shall pay all fees for ordered Services.
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5.2. Subscription.
New Users are automatically assigned a free subscription tier where the Services are billed in pay-as-you-go model. However, the User may choose to purchase paid subscription which includes a certain number of credits and other features according to the price list. Subscription fees are based on annual or monthly periods (or pro rata portions of such periods, calculated on a daily basis) that begin on the Subscription start date (the day when the Subscription fee is paid) and each annual or monthly anniversary of the start date. Subscription fees are due prior to the Subscription start date. The obligation to pay the Subscription price is not tied to the actual use of the Services. Unless otherwise agreed, all subscription fees are non-cancellable and non-refundable.
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5.3. Taxes.
All fees and other amounts payable by the User are exclusive of taxes and similar assessments. Unless explicitly stated otherwise, the fees do not include VAT which shall be paid by the User on top of the stated amounts. Without limiting the foregoing, the User is responsible for sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by the User hereunder.
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5.4. Payment.

a) Payment from credit. The fees for the Services shall be paid via the credit balance held in the User's account. By ordering the Services, the User agrees that the credit balance on User's account will be reduced by the price of the respective Services. User can increase its credit balance by making the relevant payment within the Platform (card or wire transfer), any such credit may be stored in the User’s account or immediately used to pay for Services ordered by the User. Credits acquired by the User cannot be refunded. Any unused credits expire 2 years after their purchase (when using credits, always the oldest credits are utilized). SCAUT is not obliged to return the credit balance to the User in money. Should the Agreement be terminated for any reason, SCAUT shall not be obliged to return the credit balance to the User (regardless whether the User has not used the Services in full) and the credit balance on the User's account shall expire.

b) Payments by card. User shall make all payments via Stripe payment gateway. User hereby agrees to the terms and conditions of Stripe services available at https://stripe.com. Payment instructions will be displayed to the User in immediately after the order is submitted. SCAUT will issue and send the invoice to the User after the order confirmation. In case of Subscription term renewal, the fees will be charged automatically to the last payment method selected by the User.

c) Payments via wire transfer. The parties may agree that payment will be made based on invoice issued by SCAUT individually after the order has been submitted or as a monthly summary invoice. Such invoices will be due 14 days from issuance and will be sent electronically to the User. If the User fails to make any payment when due, then in addition to other remedies SCAUT may charge interest on the past due amount at the rate of 0.5% per each commenced day of delay or, if lower, the highest rate permitted under applicable law.
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5.5. Negative balance.
The Platform is designed so as not to allow any User to achieve negative credit balance. Nevertheless, the User is obliged to maintain only a positive credit balance on its account at all times. Any negative balance (e.g. caused by Chargeback) shall be paid by the User within 5 days of its occurrence. In the event of the User's default in paying the negative credit balance or any other amount billed, SCAUT shall be entitled to:

a) demand from the User contractual interest on late payment in the amount of 0.05% of the amount due for each day of delay,

b) suspend the provision of the Service until all outstanding amounts due have been paid, in which case all time limits for the performance of SCAUT's obligations shall be extended; and/or

c) upon prior notice with an additional period of 5 days to remedy, block the User's access to the Service until all outstanding amounts due have been paid. SCAUT shall not be liable for any damage that may be caused to the User or other persons by exercising this right.
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6. CONFIDENTIALITY

6.1. Confidential Information.
In connection with the Agreement each party as a “Disclosing Party” may disclose or make available Confidential Information to the other party as a “Receiving Party”. “Confidential Information” is any information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, or pricing.
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6.2. Exclusions.
Confidential Information does not include information that:

a) was known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement;

b) was or becomes generally known by the public other than by the Receiving Party’s or any of its representatives’ noncompliance with this Agreement;

c) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
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6.3. Protection of Confidential Information.
As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:

a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; and

b) except as may be permitted, not disclose or permit access to Confidential Information other than to its representatives who:
(i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with the Agreement;
(ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under Section 6; and
(iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth therein.
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6.4. Compelled Disclosures.
If the Receiving Party or any of its representatives is compelled by applicable law to disclose any Confidential Information then, the Receiving Party may disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose. To the extent permitted by applicable law, the Receiving Party shall notify the Disclosing Party in writing of such requirement.
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6.5. Term.
Each Party's obligations under this Section 6 will last throughout the Agreement term and for five years thereafter; provided, however, with respect to any confidential information that constitutes a trade secret, such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such confidential information remains subject to trade secret protection under applicable law.
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7. WARRANTIES AND LIABILITY

7.1. Mutual Representations and Warranties.
Each party represents and warrants to the other party that execution of the Agreement by its representative has been duly authorized by all necessary corporate or organizational action of such party; and when executed and delivered by both parties, the Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party.
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7.2. SCAUT Additional Warranties.
On a best effort basis, SCAUT commits to ensuring a minimum Platform availability level of 99% during each calendar month, excluding planned maintenance or events beyond the SCAUT’s reasonable control (e.g., force majeure). Security of the User Data is ensured by SCAUT on various levels (e.g. end to end encryption, regular penetration tests). More information on data security is available at www.scaut.com.
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7.3. Service Accuracy.
Services are designed and offered as a general-purpose product and not for the specific purposes of any User. Services have the content and functional features explicitly stated by SCAUT on the Platform, which may be changed by SCAUT from time to time with respect to the development and changes to the Services; if the Services do not have other features, this shall not be considered a defective performance. User acknowledges and agrees that SCAUT is responsible for verifying that the information provided by the candidate is accurate and complete in accordance with third-party databases, court registers, and other screened sources; however, SCAUT cannot guarantee the completeness or accuracy of the records in these external databases, as SCAUT merely provides the data as maintained by the relevant authorities (technical provision of information regarding the sources and data provision).
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7.4. DISCLAIMER OF WARRANTIES.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7.1 AND 7.2, ALL SERVICES ARE PROVIDED “AS ARE” AND THE PLATFORM IS PROVIDED “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED UNDER THE APPLICABLE LAW, SCAUT DISCLAIMS ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SCAUT MAKES NO WARRANTY THAT THE SERVICES, OR ANY ALL RESULTS OBTAINED FROM USE OF THE SERVICES AND ALL CONCLUSIONS, DECISIONS AND ACTIONS BASED THEREON, WILL MEET USER’S OR ANY OTHER PERSON’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULT, BE ACCURATE, COMPLETE, OR ERROR FREE.
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7.5. EXCLUSION OF DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED UNDER THE APPLICABLE LAW, IN NO EVENT WILL SCAUT OR ANY OF ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PROFIT OR DIMINUTION IN VALUE; (b) DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA; (d) LOSS OF GOODWILL OR REPUTATION; (e) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (f) DAMAGES EXCEEDING 100 % TOTAL AMOUNTS PAID BY THE USER TO SCAUT UNDER THE AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, REGARDLESS OF WHETHER THE USER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
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7.6. The limitation of liability does not apply to damage caused intentionally or through gross negligence, damage caused to the natural rights of the User and the User's obligation to pay the price for Services.
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8. TERM AND TERMINATION

8.1. Term.

a) the Agreement is concluded for an indefinite period of time. Termination of the Agreement also means termination of any currently effective Subscription.

b) initial Subscription term commences on the Subscription start date of order and unless terminated earlier pursuant the Agreement’s express provisions, will continue for the agreed Subscription term. Subscription term will automatically renew for additional successive Subscription term of the same length as the previous one unless earlier terminated pursuant to the Agreement’s express provisions or either party gives the other party written notice of non-renewal at least on the last day of the then-current term. Each renewal term is subject to payment of relevant fees.
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8.2. Termination.
In addition to any other express termination right set forth in the Agreement:

a) either party may terminate the Agreement effective on written notice to the other one, if the other one materially breaches the Agreement and such breach is incapable of cure, or remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach, and

b) SCAUT may terminate the Agreement, effective on written notice, if the User:

(i) fails to pay any amount when due hereunder,

(ii) breaches any obligations or restrictions under Section 3,

(iii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors; or applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
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8.3. Effect.
Upon expiration or termination of the Agreement, except as expressly otherwise provided herein:

a) SCAUT may destroy and permanently erase all User Data,

b) User shall immediately cease all use of the Platform,

c) if User terminates the Agreement pursuant to Section 8.2 (a), User will be relieved of obligation to pay the fees attributable to the orders which were not completed prior to the effective date of such termination, in all other cases all fees that would have become payable had the Agreement remained in effect will become immediately due and payable, and User shall pay such fees, together with all previously accrued but not yet paid fees. If SCAUT is unable to charge them automatically to the payment method User last selected, User will pay the amount on receipt of SCAUT’s invoice therefor.
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8.4. Surviving Terms.
The rights and obligation of the parties in the Agreement that, by nature, should survive termination or expiration of the Agreement, will survive any expiration or termination of the Agreement.
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9. FINAL PROVISIONS

9.1. Entire Agreement.
Agreement constitutes parties sole and entire agreement with respect to its subject matter and supersedes all prior and contemporaneous agreements, with respect to such subject matter. In the event of a conflict between the documents constituting the Agreement, the documents shall apply in the following order:

(i) Terms of Service,

(ii) remaining documents in order of their appearance in the Terms.
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9.2. Assignment.
Neither party may assign or otherwise transfer any of its rights or obligations under the Agreement, without prior written consent of the other party, provided that SCAUT may assign the Agreement as a whole without User’s prior written consent to any SCAUT Affiliate.
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9.3. Force Majeure.
In no event will SCAUT be liable for any failure or delay in performance of the Agreement, when and to the extent such failure or delay is caused by any circumstances beyond its reasonable control, including acts of God, flood, fire, earthquake, war, terrorism, cyber-attack (including DDoS), invasion, embargoes, strikes, passage of law, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. SCAUT may terminate the Agreement if a force majeure event continues for a period of 30 days or more.
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9.4. Amendment.
SCAUT may revise and update the Terms from time to time in its sole discretion. All changes are effective on the indicated date and apply to all access to and use of the Service thereafter. Changes in the terms of service will be notified to the User by email or by an announcement in the Service. If the User does not agree to a change, the User may terminate the Agreement effective on 30 days’ notice, which shall commence on the first day of the calendar month following the delivery of the written notice, provided that the notice must be delivered to the SCAUT prior to the effective date of the change. In the event of notice under this section, the then current terms of service shall apply for the duration of the notice period. Continued use of the Service following the date of effectiveness of the change means that the User accepts and agrees to the changes. User is expected to check the Terms from time to time so it is aware of any changes, as they are binding on the User.
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9.5. Notices.
The requirement of written form is met if the electronic text with a simple electronic signature is delivered to the e-mail address of the other party, or by other electronic means agreed by the parties.

9.6. References. SCAUT is entitled to place User’s trade name, logo, trademark, or any other trade name on its website in the references section and use it in its reference marketing documents only with a prior consent of the User.
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9.7. Severability.
If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, parties shall negotiate in good faith to modify the Agreement so as to affect the original intent to the greatest extent possible.
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9.8. Governing Law; Submission to Jurisdiction.
Agreement is governed by and construed in accordance with the internal laws of Czech Republic without giving effect to any choice or conflict of law provision. Any legal suit, action, or proceeding arising out of or related to the Agreement will be instituted exclusively in the courts of the Czech Republic, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.