Scale Expert terms of service

These Terms and Conditions (“Terms“) apply to you (the “Scale Coach”) and your relationship with Scalewise Limited a company registered in England and Wales under company number 12477247, and with registered office at 85 Great Portland Street, London, England, W1W 7LT(“Scalewise”).

Scalewise offers a subscription service under which Scalewise clients can be connected with Scale Coaches. These Terms set out the arrangements between Scalewise and the Scale Coach so that the Scale Coach is matched to a Scalewise client and can provide coaching and mentoring services to clients of Scalewise, on behalf of Scalewise.

Please read these Terms carefully before you accept these Terms. In agreeing to accept these Terms, you also agree to be bound by these Terms, which establish a contractual relationship between you and us with effect from your date of acceptance. By accepting these Terms as indicated you confirm that:

• You have authority to enter into the agreement with us on these Terms and to bind the relevant person or company on behalf of which you are accepting these Terms; and
• You agree to and will comply in full with these Terms.

You should save a copy of these Terms for your records.  We may make changes to these Terms, and if we do so we’ll let you know. If you access or use the Platform after being notified of a change, you’re deemed to have accepted that change.

 

In these Terms the following definitions apply:

• 1. Definitions
  • 1.1 “Background IP” shall mean IP Rights that are the property of Scalewise or the Scale Coach as appropriate and that were conceived, created or developed prior to, or independent of, these Terms.
  • 1.2 “Client” means a client that has registered on the Platform and contracted with Scalewise to receive services from Scalewise over the Platform, including access to Scale Coaches.
  • 1.3 ”Coach Payment” shall have the meaning given to it at clause 6.1.
  • 1.4 ”Commencement Date” means the date of acceptance of these Terms by the Scale Coach.
  • 1.5 “Competitor” a company providing or procuring business coaching and/or mentoring services remotely.
  • 1.6 “Data Protection Legislation” means all applicable privacy and data protection laws, including the EU General Data Protection Regulation (Regulation 2016/679) (the “GDPR”), the Data Protection Act 2018, the UK GDPR and any applicable national implementing laws, regulations and secondary legislation relating to the processing of personal data pursuant to these Terms, as amended, replaced or updated from time to time.
  • 1.7 “Experience Required” means the Scalewise vetting requirements and standards set out in Part 1 of Schedule 1.
  • 1.8 “Information Reports” shall mean a report by the Scale Coach of the Sessions they have with a Client, to be completed in the form set out in Schedule 3.
  • 1.9 “IP Rights” shall mean any and all registered, registrable and unregistered commercial intellectual property rights that subsist anywhere in the world including, but not limited to, patents, trademarks, designs, copyright and rights to sue for passing off, as well as applications of intellectual property rights, licenses to intellectual property rights, proprietary usage, rights to pursue infringement proceedings, and copy and exploitation rights.
  • 1.10 “Platform” means the Scalewise platform through which Clients can access the services provided by Scalewise including the ability to select, connect and communicate with Scale Coaches and to receive the Services, as such platform is updated from time to time by Scalewise.
  • 1.11 “Profile” means brief details of the Scale Coach including name, [photograph], experience and relevant expertise as provided by the Scale Coach and approved by Scalewise for the purposes of promoting the Services to Clients on the Platform.
  • 1.12 “Services” means the business coaching and mentoring services provided by the Scale Coach to Clients through the Platform in accordance with these Terms.
  • 1.13 “Session” means a coaching session provided to a Client by the Scale Coach through the Platform and in accordance with these Terms.
  • 1.14 “Term” shall have the meaning given to it in clause 7.
  • 1.15 “UK GDPR”means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27th April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018
  • 1.16 Works ” shall have the meaning given to it at clause 11.2.

• 2. What experience does a Scale Coach need to have?
  • 2.1 The Scale Coach will complete and submit, via the Platform, to Scalewise an application form which shall contain an honest representation of the Scale Coach’s expertise and experience, and such other information as Scale Wise may require from time to time.
  • 2.2 The Scale Coach acknowledges Scalewise requires the Scale Coach to have a minimum level of experience as evaluated by Scalewise in accordance with the Experience Required and that the Profile and other information it has provided to Scalewise about their past experience in relation to the Experience Required is (and will remain during the Term) accurate and entirely true. The Scale Coach will ensure that all such information is kept up to date during the Term. The Scale Coach acknowledges that a breach of this clause 2.1 is a material breach of these Terms.
  • 2.3 The Scale Coach may elect to receive ongoing training from Scalewise during the Term to develop their skills.

• 3. What responsibilities does a Scale Coach have?
  • 3.1 During the Term, the Scale Coach will:
    • 3.1.1 provide the Services to Clients through the Platform only in accordance with best industry practice, using all reasonable skill and care;
    • 3.1.2 provide Scalewise with Information Reports on their work with the Clients, on such frequency as requested by Scalewise from time to time, but no less once per calendar quarter;
    • 3.1.3 reply promptly to any reasonable request from Scalewise for further information in connection with the Services including, but not limited to, Sessions that have been arranged with Clients;
    • 3.1.4 keep proper time records and file notes in relation to the provision of the Services;
    • 3.1.5 inform Scalewise as soon as reasonably possible if they are unable to provide the Services because of illness or injury or for any other reason; and
    • 3.1.6 not incur any expense on Scalewise’s behalf, or give the impression they are allowed to do so, unless Scalewise specifically instructs them to do so in writing.

• 4. How is a Scale Coach matched with a Client?
  • 4.1 Once Scalewise is satisfied that the Scale Coach satisfies the requirements set out in clause 2 above, Scalewise will publish the Scale Coach’s Profile on the Platform..
  • 4.2 If the client selects the Coach, the Scale Coach will then arrange and attend an initial 30 minute call with the relevant Client through the Platform (a “Chemistry Call”). The Client shall not be charged and the Scale Coach shall not receive payment for a Chemistry Call.
  • 4.3 After the Chemistry Call, if the Client selects the Scale Coach, the Scale Coach will be notified through the Platform. Where the proposed Session is not suitable for the Scale Coach, the Scale Coach will promptly propose an alternate time for a Session directly with the Client.

• 5. What is the cancellation policy with clients? 
  • 5.1 The Scale Coach shall meet all reasonable deadlines and use best efforts to attend Sessions that have been arranged with Clients.
  • 5.2 If the client cancels a session within 24 hours of the start time they will lose a session credit and you will get paid. Your discretion can be used to reschedule the session off the platform if you choose to.

• 6. What will a Scale Coach earn with Scalewise?
  • 6.1 Scalewise agrees to pay the Scale Coach a fixed hourly rate according to the fee scale current at the time of the relevant Session for each completed Session (the “Coach Payment”).
  • 6.2 The Scale Coach will be paid the Coach Payment for each completed Session based on the information provided by the Scale Coach on the Platform.  Payments will be made to the Scale Coach for each Session recorded on the Platform as being completed by the relevant Client. Payments will be made to the account specified by the Scale Coach when registering with Scalewise within 24 hours of the earlier of (a) the time when the Session has been marked as completed; or (b) seven days after the date of the end of the relevant Session.
  • 6.3 If the Scale Coach has confirmed to Scalewise through the Platform that it is VAT registered then Scalewise will add VAT to the relevant Coach Payment.
  • 6.4 Payments will be made to the account nominated by the Scale Coach.

• 7. How long will these Terms last?
  • 7.1 The contract between Scalewise and the Scale Coach as set out in these Terms will start on the Commencement Date and will continue unless and until terminated in accordance with clause 13 (the “Term”).

• 8. What expenses can be reimbursed?
  • 8.1 Scalewise will reimburse the Scale Coach for all reasonable expenses that have been approved in writing in advance by Scalewise via the [email protected] email address  and incurred by the Scale Coach in the course of providing the Services subject to the Scale Coach providing valid written evidence of payment.
  • 8.2 Payment of such approved expenses will be made to the Scale Coach within 30 days of the end of the month in which the relevant claim has been submitted by the Scale Coach (together with any VAT due).

• 9. Can the Scale Coach do similar work outside these Terms?
  • 9.1 The Scale Coach will not:
    • 9.1.1 access all or any part of the Services or use any material provided by Scalewise in order to build a product or service which competes with Scalewise and the Services;
    • 9.1.2 provide any services of any kind, including the Services, directly or indirectly to Clients other than via the Platform, unless agreed in writing by Scalewise,  during the Term or for a period of 12 months after the end of the Term;
    • 9.1.3 provide during the Term services that are the same or similar to the Services to or via a Competitor of Scalewise;
    • 9.1.4 take on any referrals from any  Clients with which the Scale Coach has had any contact through the Platform directly and/or independently of the Platform during the Term or for a period of 12 months after the end of the Term; or
    • 9.1.5 charge or attempt to collect any fees, expenses or other sums directly or indirectly from Scalewise’s clients. Where the Scale Coach receives any such payment directly from any such clients, the Scale Coach shall immediately inform Scalewise and all such payments shall be due and payable to Scalewise (subject to payment by Scalewise of the relevant Coach Payment in accordance with clause 6).
  • 9.2 If in the course of providing the Services a Client or other third party that the Scale Coach is working with has additional coaching or consultancy requirements that are reasonably comparable to the services offered by Scalewise, the Scale Coach shall refer the client or third party to Scalewise.

 

Important Legal Information – Please Read

• 10. How do we both protect Confidential Information?
  • 10.1 The Scale Coach agrees that it may not disclose to anyone, any Confidential Information about Scalewise’s business to which it has access in carrying out the Services, unless;
    • 10.1.1 it is necessary to disclose such information to a Client in order for the Scale Coach to provide the Services;
    • 10.1.2 Scalewise approves its disclosure in advance;
    • 10.1.3 the law requires it be disclosed; or
    • 10.1.4 the information is already public and known by others (but not because Scalewise told them).
  • 10.2 On termination, the Scale Coach will, within ten (10) working days of a written request by Scalewise, return to Scalewise all Confidential Information and anything else Scalewise owns, such as Information Reports, paperwork, data and documents created by the Scale Coach or Scalewise, or any other work created by the Scale Coach during the Term as part of the provision of the Services.

• 11. How do we deal with IP Rights in the Services? 
  • 11.1 The Scale Coach will not attempt to copy, modify, create works based on, republish, download, transmit, or distribute or commercially exploit all or any part of the coaching methods or training provided to the Scale Coach, in any form or media;
  • 11.2 The Scale Coach grants Scalewise a royalty free, exclusive, worldwide, perpetual licence to use the IP Rights created in the course of providing the Services including the Information Report (the “Works”) or arising directly from the Works to ensure the Clients and Scalewise receive the full benefit of the Services from the Scale Coach. Scalewise may sub-license the IP Rights in the Works to Clients and to investors of Scalewise (if reasonably requested) subject to appropriate confidentiality provisions being in place with such investors.
  • 11.3 The Scale Coach grants Scalewise a royalty free, exclusive, worldwide, limited licence to use the Scale Coach’s Background IP for the Term solely to the extent it is included in the Works and is needed to give full effect to clause 11.2 to enable the Clients to receive the benefit of the Services. For the avoidance of doubt, Scalewise will not use or authorise the use of the Scale Coach’s Background IP other than for the purposes specified in clause 11.2 and will not use such materials in the provision of services in competition with the Scale Coach.
    
  • 11.4 The Scale Coach warrants that the content of the Works is original and does not infringe a third party’s IP Rights.
  • 11.5 The Scale Coach shall indemnify Scalewise for all losses, costs, expenses, damages and reasonable professional costs suffered or incurred by Scalewise arising out of or relating to any claim, proceeding or complaint brought or threatened against Scalewise:
    • 11.5.1 that the Works infringe any third party IP Rights; and/or
    • 11.5.2 by a Client of Scalewise, to the extent it relates to the Services provided by the Scale Coach.

• 12. What liabilities do we have under these Terms?
  • 12.1 Nothing in these Terms excludes either party’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation or for any liabilities that cannot be excluded under applicable law.
  • 12.2 Subject to clause 12.1 , Scalewise’s liability under these Terms shall be limited to the total of any  Coach Payments paid to the Scale Coach for the Services in the 12 months immediately preceding the date on which the claim arose.

• 13. How can either party terminate these Terms?
  • 13.1 Scalewise may end these Terms immediately, by sending the Scale Coach written notice, without having to pay anything more than the undisputed amounts that have fallen due before the date of termination, if at any time the Scale Coach:
    • 13.1.1 fails to comply with Scalewise’s reasonable and lawful directions;
    • 13.1.2 is convicted of any criminal offence (other than a minor traffic offence);
    • 13.1.3 is, in Scalewise’s reasonable opinion, careless or ineffective in the performance of the Services;
    • 13.1.4 is declared bankrupt or makes any arrangement with people they owe money to, to defer or delay the debt;
    • 13.1.5 fails to meet deadlines or attend appointments with Clients on a persistent basis in the reasonable opinion of Scalewise;  or
    • 13.1.6 is guilty of any fraud or dishonesty, or acts in any way which Scalewise believes damages its reputation, or which might seriously damage its business.
  • 13.2 Either party may end the Term immediately by sending the other a written notice, if either of them commits any serious or repeated breach of any of its obligations under these Terms), and (assuming that the breach can be put right) whoever is committing the breach does not put it right within 14 days of receiving a written notice from the other, which requires them to do so.
  • 13.3 Subject to clause 13.4, either party may terminate these Terms at any point by sending the other 30 days’ written notice of their wish to end these Terms.
  • 13.4 Where the Scale Coach provides notice to terminate these Terms, its 30 days’ notice period shall only start once the Scale Coach has completed the Sessions that had already been arranged with Clients at the time the written notice was provided to Scalewise.

• 14. What are the Coach’s responsibilities on termination? 
  • 14.1 On termination of these Terms the Scale Coach must:
    • 14.1.1 immediately return to Scalewise all of its property in their possession or to which it has access, and any materials that they have been working on as part of the Services including the Works; and
    • 14.1.2 immediately delete all information about Scalewise and Scalewise’s business which is stored electronically in the Scale Coach’s possession or to which they have access.
  • 14.2 Since the Scale Coach is likely to obtain, in the course of providing the Services, Confidential Information of Scalewise and personal knowledge of and influence over Clients, the Scale Coach agrees that it shall not, during the Term and for twelve months after its termination directly or indirectly:
    • 14.2.1 interfere or seek to interfere in any contract between Scalewise and its Clients and/or third party; or
    • 14.2.2 solicit or seek to solicit any person, firm or company to terminate or alter any contractual relationship between them and Scalewise.
    • 14.2.3 Each of Scalewise and the Scale Coach agree, where during or after the Term, not to discourage any person, firm or company from entering into contractual relations with the other party or to make any disparaging remarks about the other party, its business, clients or staff.

• 15. What is the Scale Coach’s employment status?
  • 15.1 The relationship of the Scale Coach to Scalewise is that of independent consultant and nothing in these Terms shall render them an employee, worker, agent or partner of Scalewise and the Scale Coach shall not hold itself out as such.
  • 15.2 These Terms constitute a contract for the provision of services and not a contract of employment and accordingly the Scale Coach shall be fully responsible for and shall indemnify Scalewise for and in respect of:
    • 15.2.1 any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where such recovery is not prohibited by law. The Scale Coach shall further indemnify Scalewise against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by Scalewise in connection with or in consequence of any such liability, deduction, contribution, assessment or claim; and
    • 15.2.2 any liability for any employment related claim or any claim based on worker status brought by a Client arising out of/in connection with the provision of the Services.
  • 15.3 Scalewise may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Scale Coach.
  • 15.4 The Scale Coach is responsible for the quality of the Services provided and shall rectify any issues relating to the Services provided. If a Client notifies Scalewise they are not satisfied with the Scale Coach’s provision of the Services, the Scale Coach shall have 10 days to rectify the issues. If the Client is still not satisfied at the end of this period Scalewise reserves the right to allocate the Client to another one of Scalewise’s coaches.

• 16. How does either party validly serve a notice on the other party?
  • 16.1 Any notice sent under these Terms must be in writing and must either be delivered by email, hand or by pre-paid first-class post or recorded delivery to the address of the receiving party as provided by each party to the other in writing.
  • 16.2 If a notice is properly sent by post, it will be assumed to have been received on the second business day after it was posted. If a notice is properly sent by email, it will be assumed to have been received at the time of transmission.

• 17. General Provisions
  • 17.1 No one other than the parties have any rights under these Terms under the Contracts (Rights of Third Parties) Act 1999.
  • 17.2 The Scale Coach may not assign its rights or obligations under these Terms or any of their rights or obligations under these Terms. Scalewise may assign these Terms or any of their individual rights and obligations respectively to any company owned by, or which is an affiliate or subsidiary of Scalewise, or to anybody acquiring Scalewise, or all or most of its assets.
  • 17.3 Scalewise will collect and process information relating to the Scale Coach in accordance with the Scalewise Privacy Notice which can be accessed here www.scalewise.com/privacy-policy/.
  • 17.4Both parties shall comply with their respective obligations under the Data Protection Legislation. Both parties shall comply with the Data Processing Schedule at Schedule 2.

• 18. What happens in the event of a dispute?
  • 18.1 These Terms, and any non-contractual obligation arising hereunder, shall be governed and construed in accordance with English law, and the parties agree that English courts are the only place where disputes can be resolved.

 

PART 1 – EXPERIENCE REQUIRED

The Scale Coach’s suitability to provide the Services is assessed in relation to the following criteria:

• No. of years’ experience at VP/C-Level
• No. of years at VP/C-Level within one company
• No. of years’ experience within SaaS businesses
• No. of coachees/mentees in the past

In addition to the above criteria, Scalewise will also take account of any other relevant experiences and factors that Scalewise reasonably considers important in the circumstances.

 

 

• 1. Definitions
  • 1.1 Capitalised terms set out in this Schedule and not defined elsewhere in the Terms shall have the meaning given to them in the Data Protection Legislation.

• 2. General Processing Obligations
  • 2.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Schedule is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
  • 2.2 The parties record their belief that for the purposes of these Terms, Scalewise is the Controller and Scale Coach is the Processor.
  • 2.3 Paragraph 5 of this Schedule sets out the scope, nature and purpose of processing by Coach, the duration of the processing, the types of Personal Data and categories of Data Subject.
  • 2.4 Without prejudice to the generality of paragraph 2.1 of this Schedule, Scalewise will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Scale Coach for the duration and purposes of these Terms, in particular in connection with Coach’s use of the Personal Data as set out at paragraph 5 of this Schedule.
  • 2.5 Without prejudice to the generality of paragraph 2.1 of this Schedule, Scale Coach shall, in relation to any Personal Data processed on Scalewise’s behalf in connection with the performance by Scale Coach of its obligations under these Terms:
    • 2.5.1 Process that Personal Data only on Scalewise’s written instructions, unless required by the applicable laws of any member of the European Union or by the applicable laws of the European Union to process Personal Data (“Applicable
      Laws”). Where Scale Coach is relying on Applicable Laws as the basis for processing Personal Data, Scale Coach shall promptly notify Scalewise of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Scale Coach from making the relevant notification;
    • 2.5.2 ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data;
    • 2.5.3 ensure that all personnel who have access to and/or Process Personal Data are obliged to keep the Personal Data confidential;
    • 2.5.4 assist Scalewise, at Scalewise’s cost, in responding to any request from a Data Subject and in ensuring compliance with Scalewise’s obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with Supervisory Authorities or regulators;
    • 2.5.5 notify Scalewise without undue delay on becoming aware of a Personal Data breach;
    • 2.5.6 immediately notify Scalewise where Scale Coach is aware that Scalewise’s Processing instructions infringe the Data Protection Legislation or any other applicable law (unless prevented from doing so by applicable law) and not carry out the relevant Processing;
    • 2.5.7 at Scalewise’s written direction, delete or return Personal Data and copies thereof to Scalewise on termination of these Terms unless required otherwise by Applicable Laws to store the Personal Data; and
    • 2.5.8 maintain complete and accurate records and information to demonstrate its compliance with this Schedule and allow for reasonable audits by Scalewise or Scalewise’s designated auditor.

• 3. Subprocessing
  • 3.1 Scale Coach shall not subcontract any processing of the Personal Data to a third party subprocessor without the prior written approval of Scalewise.  In the event Scalewise approves Scale Coach engaging third party subprocessors to process the Personal Data Scale Coach shall ensure that it:
    • 3.1.1 imposes data protection terms on any subprocessor it appoints that protect the Personal Data to the same standard provided for by these Terms and which complies with the Data Protection Legislation; and
    • 3.1.2 remains fully liable for any breach of this Schedule that is caused by an act, error or omission of its subprocessor.
  • 3.2 A list of approved subprocessors as at the date of these Terms is set out at paragraph 5.7, and Scale Coach shall maintain and provide updated copies of this list to Scalewise when it adds or removes subprocessors in accordance with this Schedule.

• 4. International Transfers
  • 4.1 The Scale Coach shall not transfer the Personal Data (nor permit the Data to be transferred) outside of the European Economic Area (“EEA”).

• 5. Processing Particulars
  • 5.1 Scope: as part of the provision of the Services.
  • 5.2 Nature: for the provision of the Services to Clients.
  • 5.3 Purpose of Processing: In order to fulfil its obligations under these Terms and to provide the Services.
  • 5.4 Duration of Processing: the Term.
  • 5.5 Types of Personal Data: names, email addresses and phone numbers.
  • 5.6 Categories of Data Subject: Clients.
  • 5.7 Approved Subprocessors: Salesforce, Hubspot, Xero

 

 

Key topics covered with client in sessions

Stated goals of client and any progress towards achieving these goals

Possible further opportunities for Scalewise to provide support / services to client

Client’s satisfaction levels with the support provided by you (either perceived or actual)