STAFFSCANNER TERMS AND CONDITIONS
17 July 2020
By accessing or using any part of the content, properties or Services available to you on or through our website or App you acknowledge that you have read, understood, and agree to be bound by our Terms and Conditions. You further acknowledge that these terms are a contract between you and Staffscanner Limited (SC566169) ("Staffscanner"), even though they are electronic and are not physically signed by either party your use of our platform deems your acceptance and continued acceptance of our Terms of Conditions which are subject to change. If you are entering into this agreement on behalf of a company, business or other legal entity (“Client Entity”), you represent that you have the authority to contractually bind such Client Entity to this agreement in which case the terms “you” or “your” or “Client” will refer to such Client Entity. IF YOU DO NOT HAVE SUCH AUTHORITY TO CONTRACTUALLY BIND SUCH CLIENT ENTITY TO THESE TERMS AND CONDITIONS, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS YOU MAY NOT ACCESS OR USE THE STAFFSCANNER WEBSITE OR APP.
Staffscanner reserves the right, at its sole discretion, to change or modify our Terms and Conditions at any time and without actual notice to you. Staffscanner will post any changes to these terms and conditions on the website or app and will indicate at the top of this page the date these terms were last revised. It is your responsibility to check our terms and conditions any time you login to our platform for any changes, as they are binding on you. Your continued use of Staffscanner after the date any such changes become effective constitutes your acceptance of the new or revised terms and conditions
Staffscanner is an online and mobile platform that matches and connects self-employed
Registered Nurses, Senior Healthcare Workers and Healthcare Workers (referred to as “Professionals” or “Users”) directly with Employers (“Clients”) that require to fill temporary shifts or assignments.
All self-employed “Professionals” or “Users” are solely responsible for their own self-assessment tax return. They shall not be eligible for any holiday entitlement, pension contributions, PAYE, National Insurance or any other employee benefits from any Clients or Staffscanner (or any subsidiary thereof).
The “Platform” includes (a) our website located at www.staffscanner.co.uk (the “Site”) and mobile app (our “App") (b) Staffscanner technology platform designed to match and connect care professionals to care providers needing to fill temporary shifts and (c) all data, reports, text, images, sounds, video and content made available through any of the foregoing (collectively the “Content”).
Our “Matching Services” (“Services”) involve using any and all features, functions and content of our Service to identify (with reference to price point, location and availability) suitable professionals for clients to engage.
STAFFSCANNER IS NOT AN EMPLOYER, AND OUR SERVICES DO NOT INCLUDE OR COMPRISE ANY WORK PERFORMED BY A PROFESSIONAL ONCE THEY HAVE BEEN ENGAGED BY A CLIENT.
For ease of reference, the Site, Network, Matching Service, User profiles, our proprietary information and any other Staffscanner products or services are collectively referred to in these terms and conditions as “Staffscanner Properties.”
“Staffscanner Properties” include all such elements as a whole, as well as individual elements and portions thereof. Nothing in these terms and conditions obligates;
(a) a Client to engage any particular Professional for any work
(b) Staffscanner to provide you with Matching Services or
(c) Staffscanner to identify Professionals for a Client's particular needs.
Professional: any self-employed registered nurse, senior carer, carer, registered manager, or any other healthcare professional.
Care Provider or Client: a company that engages and pays for the services of a Professional.
Shift: any period of time during the day or night of 12 hours or less.
Assignment: a period of employment greater than a single shift.
Engage: the engagement of a Professional by a Client.
Active user: a Professional or Client who engages with Staffscanner to either services as or engage a Professional.
Day: a period or shift within the hours of 0800 - 2000hrs
Night: a period or shift within the hours of 2000 - 0800hrs
Weekday: Monday to Thursday (excluding Bank Holidays)
Weekend: Friday to Sunday
Base Hours: is the duration of a shift or assignment specified by the Care Provider when the shift or assignment was advertised through the Matching Service and accepted by a Professional
Account Registration and Compliance
You acknowledge and agree to provide true, accurate, current and complete information about yourself as prompted by the registration form. If any information provided by you is or becomes untrue, inaccurate, not current or incomplete, you agree to inform Staffscanner immediately. Failure to do so may result in your account being suspended or terminated without notice and future use of our site thereafter being refused.
Staffscanner has a robust compliance and account registration process which is mandatory and includes meeting a member of the compliance team. Staffscanner at its sole discretion (without giving reason or explanation) can refuse Professionals or Clients access to the Staffscanner Properties prior to signing up, during the signing up process or at anytime thereafter. It is our policy not to divulge any reason for doing so. Furthermore, if a Professional has five or more ratings of two stars or below they will be removed from the system without explanation or notice, this is to ensure quality assurance and good care delivery.
During the registration process you will be asked to provide referee details for both your current/most recent and previous employers, in order that we may obtain references to establish your suitability for the role for which you have applied. Due to the current pandemic we may also accept alternative forms of care employment evidence such as pay slips/P45.
Prior to signing up to the service, during our vetting process, or any time thereafter as well as in our performance of periodic checks, if information is inaccurate or raises any concerns (at our sole discretion) then you may be removed from the platform without consultation.
Where applicable we reserve the right to reject any documents submitted as part of our User registration of which we are under no obligation to test the accuracy or authenticity.
As part of the registration process, you will need to provide an account user name and password of which you are solely responsible for maintaining the confidentiality and security. You agree to (a) notify Staffscanner immediately of any unauthorised use of your account or if you know or suspect that anyone other than you knows your user name or password (b) accept responsibility for all activities that occur on your account including liability resulting through unauthorised usage unless such use is due to the negligent act or omission of Staffscanner. Professionals acknowledge that Staffscanner will perform relevant checks as it sees fit in its sole discretion which include but are not limited to PVG Disclosure checks (the cost of which will be deducted from their first successfully completed shift or which Professionals may be requested to pay in advance), NMC, SSSC, SVQ, educational, right to work and all other relevant information to verify that the Professional is permitted to work with the relevant client group. We reserve the right at our sole discretion to remove or prevent any Professional or Client from signing up or remove them either on a temporary or permanent basis – if we do so no correspondence or notice will be given to the Professional or Client.
When a Client submits, or asks Staffscanner to submit on its behalf a shift, assignment or job opportunity on our platform, they warrant and represent that (a) the shift, assignment or job opportunity is true, accurate, current and refers to a genuine opportunity (b)they will cancel the shift, assignment or job opportunity if the shift, assignment or job opportunity posted by Client is withdrawn, becomes inaccurate or non-current.
Clients acknowledge and accept that we cannot guarantee any shift, assignment or job opportunities posted via our Services will result in the position being filled.
Without limitation Clients acknowledge and agree not to use our Services to submit (whether directly or by requesting Staffscanner to submit on their behalf) shift, assignments or job opportunities that (a) might reasonably be regarded by Staffscanner as “spam” or may otherwise tend to cause annoyance or inconvenience to other users of our Services (b) breaches any applicable law or regulation, (c) impersonates any person, or misrepresents the Client's identity or suggests affiliation with any person.
Once a Shift (“shift,” “assignment,” or “engagement opportunity”) has been accepted by the Client, Staffscanner will send a copy of the Professional's Profile to the Care Provider confirming their identity, a summary of completed third party checks including but not limited to (identity, right to work, disclosure checks, Nursing PIN Number, SSSC registration number), their employment history, training, any relevant qualifications and any other information uploaded by the Professional.
The Care Provider acknowledges and accepts their responsibility to provide a safe working environment along with safe and appropriate equipment for the tasks to be completed by the Professional. The Care Provider commits to orientating the Professional at the start of the shift with regards to any relevant risk assessments, including fire procedures, applicable rules and policies including but not limited to health and safety, security, and any local regulations.
The Care Provider will ensure during the course of the Professional's engagement they are not subject to discrimination by any of the Care Provider's employees, service users or any other third party. The Care Provider shall ensure the Professional is able to take the same refreshment breaks, meals and facilities as the Care Provider's own staff which for the purpose of the Shift are not deductible and must be paid at the Professional's hourly rate.
The Care Provider acknowledges and accepts any contract or agreement for the supply of the Professional's services is between the Professional and themselves and that Staffscanner has no responsibility or liability for (a) the quality of services performed by the Professional (b) resolving, mediating or otherwise any disputes between the parties (however at its sole discretion Staffscanner may opt to undertake an investigation) (c) any losses arising from the negligent, wrongful, dishonest or fraudulent acts, omissions or misrepresentations of any Professional (d) any losses arising from the theft, destruction, deletion or damage of or to any data, computer systems, possessions or materials by any Professional (e) any loss of profit, business, revenue, goodwill, anticipated savings and/or any claims made under third party contracts, arising out of any failure by Staffscanner to perform any obligations under this Agreement.
Shifts or assignments can be cancelled by either the Care Provider or Professional up to 24 hours prior to the Shift starting free of any fees or charges.
Care Providers that cancel a shift or assignment within 24 hours of the shift or assignment starting will be charged 50% of the assignment value up to a maximum charge to the Client of £250 and the full charge which would be payable to Staffscanner had it proceeded.
Professionals that cancel a shift or assignment within 24 hours of the shift or assignment starting or during a shift will lose 1 star from their average star rating and forfeit £50.00 from their next shift or anything outstanding to them as an administration fee in Staffscanner trying to fulfil this shift. If the Professional cancels two shifts within a 24 hour period then they will be removed from the platform without notice.
Professionals that fail to turn up for a shift or assignment will have their account suspended and possibly terminated pending an investigation.
Professionals that go absent (for any reason) during a shift or assignment that has started (unless expressly agreed between the Professional and Care Provider in writing) will result in the Professional's account being suspended and may be prohibited from using the platform pending an investigation.
As soon as Staffscanner becomes aware of a Professional cancelling their “Shift”, Staffscanner will notify the Care Provider immediately and use its reasonable endeavours to source a replacement using the platform. The Care Provider should also “reassign” the shift in order other Professionals can see the shift and apply to this shift.
If either a Care Provider or Professional cancels a shift or assignment less than 24 hours before the shift or assignment starting, Staffscanner reserves the right at its sole discretion to suspend or terminate the Care Provider's or Professional's account without notice and refuse future use of our site thereafter.
If a Care Provider, acting reasonably and in a non-discriminatory fashion believes a Professional is unsuitable to perform the “Shift” once they have arrived at the relevant premises and / or the provision of services by the Professional has commenced, the Care Provider shall terminate the “Shift” on the platform and notify Staffscanner immediately in writing, giving the grounds for its dissatisfaction. The Care Provider will be charged for any completed services (rounded up to the next hour) plus a cancellation charge of 50% of the remaining Shift or Assignment value up to a maximum charge of £250.
In any event, the Care Provider acknowledges and agrees that Staffscanner shall have no liability to the Employer whether in contract, delict (including negligence), breach of statutory duty, or otherwise, for any loss, expenses, damage or delay arising from the Professional cancelling, failing to turn up for or going absent from a “shift” that has commenced.
Professional fees the hourly rate (£/hr) offered on behalf of the Care Provider by Staffscanner when the shift or assignment was accepted by the Professional multiplied by the number of hours worked.
Staffscanner fees Staffscanner will charge the Care Provider a fee of £2.00/hr for the use of any Professional.
The Care Provider will be charged the Professional's hourly rate for the hours / time specified when the Shift was accepted by the Professional (these are known as the “base hours”). Any time worked over and above the “base hours” by the Professional will be rounded up to the nearest 30mins and charged at their hourly rate.
Unless the shift is cancelled by the Care Provider (see cancellation policy) the Professional will not be paid any less than the base hours.
Staffscanner's fees will be charged for the base hours when the Shift was assigned.
When a Professional works more than the base hours, Staffscanner's fees will be calculated by reference to the actual period worked rounded up to the next full hour.
Unless the shift is cancelled by the Employer (see cancellation policy) Staffscanner will not be paid any less than the base hours.
Upon completion of the Shift, Staffscanner will issue our Invoice and the Professional's invoice which will be calculated according to the amount of time worked by the Professional, payment for which must be paid in full within 14 days of the date of the invoice using one of the payment methods specified on the invoice. If the Care Provider fails to pay by the due date, we may (a) charge the Care Provider interest on amounts outstanding at a rate of 10% per annum above the Bank of England base rate which shall accrue daily from the due date until payment of the overdue amount, (b) remove any Shift or job advertisement placed by the Care Provider via the Services and suspend your account.
If any Care Provider wants to use the Professional without using the platform at any time up to 6 months after the Care Provider last used Staffscanner platform, then a resourcing and finder’s fee shall apply as detailed below:
- £750.00 – carer
- £1500.00 – senior carer
- £1950.00 – nurse
These fees shall be payable immediately. Failure to adhere to this will result in the Client being removed from the platform altogether.
All fees are stated exclusive of VAT which is also payable if applicable.
Professionals acknowledge and accept responsibility for (a) checking the nature of the Care Provider's business, the details of the engagement, hours and location before accepting a proposed engagement (b) for negotiating and agreeing any specific terms and conditions relating to the shift with the Care Provider.
Staffscanner accepts no responsibility for any terms of engagement agreed between the Professional and the Care Provider once the Shift has been assigned (with the exception of the resourcing and finder's fee that shall be applicable for the designated 6 month period).
You acknowledge and accept that payment for services completed by you (or any cancellation charge) will be paid directly by the Care Provider and that Staffscanner has no liability for late or non-payment of your fees.
Before you can start using our Services, you will need to register (see account registration).
To continue using our Service, you acknowledge and agree to maintain your information provided at registration making sure it remains current, true, accurate and complete. Failure to do so will result in your account being suspended or terminated without notice and future use of our site thereafter being refused.
All Professionals acknowledge their “primary” duty of care is to the patients to which they are charged. Safeguarding of patients and the effective reporting of adverse incidents is an integral part of patient care. The Professional’s duty to safeguard patients is required by professional regulators, service regulators and supported in law. If a Professional has cause to raise a safeguarding concern during or following a shift the primary point of contact should be the Manager at the Care Provider's premises. If this is not feasible for any reason, or the Manager is the perpetrator of a Safeguarding allegation, the Professional should contact Staffscanner's Safeguarding and Whistleblowing Officer as soon as possible on [email protected]
Our primary purpose is to ensure the Professionals deliver the best care possible and remain accountable to those they care for. As a result, any Professional with an average rating of 2* or less over their last five shifts will have their accounts suspended. Care Providers are required to rate the performance of any Professional engaged by them at the end of the Shift or Assignment as follows (a) Reliability & Punctuality (b) Professionalism (c) Clinical Ability and Knowledge (relevant to position) (d) Communication & Kindness.
If a Care Provider fails to rate the performance of the Professional within 48hrs of the Shift ending, the Professional may default to a five star rating. Care Providers that fail to provide performance feedback more than five times in a row will have their account suspended.
Staffscanner and any Care Provider that receives and/or processes “User's” (Professional's) personal data shall comply at all times with the General Data Protection Regulations 2018, Data Protection Act 2018 and any other applicable data protection laws (together "Data Protection Law") and shall not perform its obligations under these Terms in such a way as to cause the other to breach any of its obligations under data protection law.
The Professionals acknowledge that the data supplied to Staffscanner will be shared with the Clients when the Professional applies for a shift.
In the context of these Terms, a Client will act as “processor” to Staffscanner who will be a
“controller” with respect to a Professional's personal data.
Where any person processes personal data shared by Staffscanner, with respect to such processing, they shall:
1) process the personal data only in accordance with these Terms and not otherwise make any use of the personal data for their own purposes;
2) only permit the personal data to be processed by persons directly employed by the Care Provider who are bound by enforceable obligations of confidentiality and take steps to ensure such persons only act on your instructions in relation to the processing;
3) protect the personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure;
4) promptly alert and inform Staffscanner of any personal data breach;
5) provide all necessary co-operation and assistance to enable Staffscanner to comply with our obligations under Data Protection Law and to reduce the impact of the incident on our business operations and reputation;
6) on our reasonable request, assist Staffscanner to respond to requests from data subjects who are exercising their rights under Data Protection Law; and
7) on our reasonable request, assist Staffscanner to comply with our obligations under Data Protection Law in relation to (a) notifying a supervisory authority that We have suffered a personal data breach; (b) communicating a personal data breach to an affected individual; (c) carrying out an impact assessment; and (d) where required under an impact assessment, engaging in prior consultation with a supervisory authority unless applicable law requires otherwise, upon termination of these Terms at our option, and unless you have a valid and lawful basis under Data Protection Law for continuing to hold and process personal data provided by Staffscanner you shall:
(1) delete all such personal data permanently, safely and securely and provide Staffscanner with a certificate of destruction; and/or
(2) return to Staffscanner all such personal data and any other information provided by Staffscanner to You; and
(3) cease to process the personal data.
(4) You shall indemnify and hold Staffscanner harmless on demand for any loss, damage, liabilities, penalties, expenses or fines incurred (whether foreseeable or unforeseeable or direct or indirect) as a result of you breaching your obligations under this clause. Personal data may also, when deemed appropriate, be shared with third parties including, but not limited to, the police, governing bodies (including but not limited to the Care Inspectorate, SSSC, NMC, NHS and Public Health Scotland.
In line with Government Guidance and to ensure the safety of those using the platform we shall be sharing your name and telephone number via the NHS Portal to ensure that everyone can access testing on a weekly basis.
As Staffscanner will process information that relates to an identified or identifiable individual, Health Care Professionals registered on the App, we will ensure compliance with the GDPR and the Data Protection Act 2018. Any personal data that relates to health is classed as ‘special category data’.
The law does not prevent Staffscanner from taking steps to keep those working on the platform and the wider public safety during the coronavirus crisis.
Lawful basis for testing employees
The lawful basis of ‘legitimate interests’, provided there is a good reason for taking this action, Staffscanner can process health data that concerns Covid-19 testing.
It is important to be clear open and honest with all the health care professional who work on the Platform and clearly communicate why Staffscanner wishes to use their personal data. Should anyone wish not to have their data shared then they should contact Staffscanner and make them aware otherwise this data will be shared.
Disclosing test results to third parties
Staff will be informed of negative or positive test results directly via a text/Email from NHS Covid-19, in providing your consent you allow Staffscanner to share your test result with Clients in the interests of public health.
Data protection law does not prevent Staffscanner from ensuring the health and safety of those on the platform and staff should consider routes available to share data as outlined in the law. It should also be considered that there may be risks to the wider public by not sharing test information.
In providing your consent you agree to book and attend weekly Covid-19 testing, that you will confirm your test results and furthermore that in the interests of public health you agree that Staffscanner have your permission to share, where necessary, your results with Clients
You acknowledge and agree not to harvest, collect or store user information or use such information for any purpose inconsistent with the purpose of the Services or for the purpose of transmitting or facilitating the transmission of unsolicited bulk electronic mail or communications. Illegal and/or unauthorized use of the Services, including aggregating usernames and other contact information for the purpose of sending unsolicited communications is prohibited
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services or any related services (or any parts thereof) with or without notice. You agree that Staffscanner shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services or any related services.
All business, technical or financial information disclosed by Staffscanner via the Staffscanner Properties, including without limitation, the Site, Platform, or Matching Service, is the
“Proprietary Information” of Staffscanner which You will hold in confidence and not disclose to others. You agree not to use any of our Proprietary Information (in whole or in part) for any purposes other than evaluation of Staffscanner and our Matching Services. When you have completed your use of our Platform or Matching Service, or if you have not used our Platform or Matching Service in 12 months, you will destroy all items and copies containing or embodying Proprietary Information.
Subject to you complying with our Terms and Conditions and the provisions hereof, you may access or use the Staffscanner platform solely for the purpose of your evaluation of our products and services. You will not: (a) allow any competitor of Staffscanner to use or access the Staffscanner Platform, (b) use or access our Properties to develop or enhance any product or service, or (c) copy any ideas, features, functions or graphics of the Staffscanner Properties. You are not permitted to copy, modify, frame, repost, publicly perform or display, sell, reproduce, distribute, or create derivative works of the Staffscanner Properties. You agree not to access the Site, Platform, or Matching Service by any means other than through the interface that is provided by Staffscanner to access the same.
All rights, title and interest in and to the Staffscanner Properties will remain with and belong exclusively to Staffscanner. You will not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Staffscanner Properties available to any third party, (b) use the Staffscanner Properties in any unlawful manner (including without limitation in violation of any Data Protection Law or in any manner that interferes with or disrupts the integrity or performance of the Staffscanner Properties or their related components, or (c) modify, adapt or hack the Staffscanner Properties to, or try to, gain unauthorized access to the Staffscanner Properties or related systems or networks (i.e., circumvent any encryption or other security measures, gain access to any source code or any other underlying form of technology or information, and gain access to any part of the Staffscanner Properties, or any other products or services of Staffscanner that are not readily made available to the general public or to you using your own account name and password as instructed by Staffscanner).
You may be able to connect with third parties' sites ('Linked Sites') from the Services. Linked Sites are not, however, reviewed, controlled, or examined by Us in any way and we are not responsible for the content, availability, advertising, products or other materials of any such Linked Sites, or any additional links contained therein. In no event shall Staffscanner be liable directly or indirectly, to anyone for any loss or damage caused by or in connection with use of the Linked Sites or the information or material accessed-through these Linked Sites. We reserve the exclusive right, at our sole discretion, to add, change, decline or remove, without notice, any feature or link to any of the Linked Sites from the Services and /or to introduce different features or links to different users of the Services.
In the event that you have any right, claim or action against any User arising from their use of Staffscanner, you agree to pursue such right, claim or action independently of and without recourse to Staffscanner, and you release Staffscanner (including its affiliates, officers, directors, agents and employees) from all claims, liability, damages, losses, costs and expenses, including legal fees, known and unknown, arising from or in any way connected with such right, claim or action.
We (including our
, affiliates, officers, directors, agents and employees) will not be liable for any claims, actions, proceedings, losses, liabilities, costs, expenses (including reasonable legal costs and expenses) or damages, including for any indirect or consequential loss, of revenues, profits, contracts, business or anticipated savings, any loss of goodwill or reputation, or any special, indirect or consequential damages (however arising, including negligence) arising out of or in connection with these Terms and Conditions.
You (as a Client or Professional) agree to indemnify and hold Staffscanner, harmless from any claim or demand (including all reasonable legal costs and expenses) howsoever incurred arising out of your use of our “Site,” or “Services” or as a result of the breach by you of these Terms & Conditions, including any claim brought by any third party against Staffscanner arising out of your use of our “Site,” or “Services”.
Staffscanner owns and retains its rights to all logos, trademarks, copyrights, trade secrets, knowhow, patents and patent applications that are used or embodied in or otherwise related to the Staffscanner Properties. Staffscanner grants no other rights or licences (implied, or otherwise) whatsoever to you under our Terms and Conditions.
By using Staffscanner Property or any of the Services, you agree to us collecting and using technical information about the devices you use the Site or App on and related software, hardware and peripherals to improve our products and to provide any services to you.
Staffscanner may make use of location and notification data sent from your devices. You can turn off this functionality at any time by turning off the location services settings or notification services settings for the Site or App on the device. If you use the Services, you consent to our transmission, collection, retention, maintenance, processing and use of your location data and queries to provide and improve location-based and road traffic-based products and services. You may stop Staffscanner collecting such data at any time by turning off the location and notification settings for the Site or App on your device.
All intellectual property rights in the App, the Site and the Services throughout the world belong to Staffscanner and the rights in the App and the Services are licensed. You have no intellectual property rights in, or to, the App, the Site or the Service other than the right to use them in accordance with these terms.
We do not guarantee, represent or warrant that your use of the App, the Site or the Service will be uninterrupted, timely, secure or error-free. We do not warrant that the results that may be obtained from the use of the App, the Site or the Service will be accurate or reliable. In no event will we be liable under these User Terms or in connection with its subject matter for any incidental, special, indirect, or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption, or any other commercial damages or losses, arising out of or related to your use of or inability to use the App or Site, however caused, regardless of legal theory, whether in delict, negligence, contract or otherwise. Regardless of whether a claim for such damages is based in contract, delict and/or any other legal theory, in no event shall Staffscanner's aggregate liability to you for all damages (other than as may be required by applicable law) exceed the amount of total fees paid or payable by you for the Site or App giving rise to the claim. Nothing in these User Terms shall limit or exclude our liability for death or personal injury resulting from our negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be excluded or limited by the law of Scotland.
These User Terms, their subject matter and formation, are governed by the Law of Scotland and all Users submit to the sole jurisdiction of the courts of Scotland.