Terms and Conditions

1. Introduction and Definitions

Welcome to our Terms and Conditions (“Terms”). These Terms form a legally binding agreement between Pro Contract Direct Limited (referred to as “the Company”, “we”, “us” or “our”) and you (the individual or business using our website or services). By accessing our website or engaging our recruitment, contractor workforce, and talent solutions services (“Services”), you agree to be bound by these Terms. If you do not agree, you must not use our website or Services.

About Us: Pro Contract Direct Limited is a contractor specialist agency focused on seasoned contractors.

Definitions: In these Terms,

“Client” or “you” means any person, company, or other entity that uses our website or purchases/receives any of our Services. This includes both business clients and individual consumers.

“Consumer” means an individual Client who is acting wholly or mainly outside of their business, trade, or profession (as defined under UK consumer protection laws). “Business Client” means any Client that is not a Consumer.

“Services” means all services provided by the Company, including recruitment, contractor workforce and talent solutions, and consultancy, as further described in Section 3.

“Website” means our website and online platforms through which we provide information or interact with Clients.

Other capitalised terms may be defined elsewhere in these Terms. Headings are for convenience and do not affect interpretation. These Terms apply in the absence of a separate written contract. If a separate written agreement is signed with the Company, these Terms will apply so far as they are not inconsistent with that agreement. We may update these Terms from time to time – the latest version will be posted on our Website with an updated effective date.

2. Scope of Agreement

Unified Terms: These Terms are a single unified agreement that apply to all users of our Website and all Clients of our Services, whether you are an individual or a business and regardless of which category of service you use. Specific provisions of these Terms that are stated to apply only to Consumers or only to business Clients will apply as appropriate. All other provisions apply to all Clients. By using our Website or any Service, you indicate acceptance of these Terms and our related policies referenced herein.

Related Documents: Additional policies and statements are incorporated by reference into these Terms, including our Privacy Policy, Cookie Policy, Whistleblowing Policy, Modern Slavery Statement, Equity, Diversity & Inclusion (EDI) Statement, and Environmental Policy Statement (see Section 13). These documents set out important obligations and commitments and should be read together with these Terms. In the event of any conflict between these Terms and any service-specific order or contract (such as a work order, Service Level Agreement, or proposal accepted by both parties), the specific terms of that order or contract will prevail for that particular Service.

Legal Compliance: We conduct our Services in accordance with applicable UK laws and industry best practices. For example, our recruitment services comply with the Employment Agencies Act 1973 and the Conduct of Employment Agencies and Employment Businesses Regulations 2003. Our policies and these Terms are designed to ensure compliance with UK GDPR, the Data Protection Act 2018, the Consumer Rights Act 2015, and other relevant legislation. Nothing in these Terms is intended to exclude or limit any mandatory rights you have under UK law.

3. Description of Services

We offer three main categories of Services. This Section describes the scope of each service and any specific terms or obligations related to each:

3.1 Contractor Workforce Solutions

Our Contractor Workforce Solutions include the provision, management, and support of contractor workforce programmes and related solutions. This may involve sourcing, onboarding, compliance support, vendor coordination, and ongoing support. Key terms for these solutions:

Service Delivery: We will deliver solutions in accordance with any agreed specifications or project plan. We shall use reasonable care and skill in all delivery, coordination, and support work (as required by law, every service contract includes an implied term that the service will be performed with reasonable care and skill). We may employ industry standard practices and protocols to ensure a stable and secure service environment.

Client Obligations: You (the Client) agree to provide timely access to your premises, personnel, systems, and relevant information as needed for us to perform the services. You are responsible for ensuring that your existing processes and systems (outside the scope of our supply) meet any minimum requirements communicated by us. You will also designate a point of contact to liaise with our team during the project or support term.

Third Party Tools/Services: If delivery involves third party platforms or services (for example, background checking providers, payroll platforms, or collaboration tools), those may be subject to the third party’s license terms or warranties. We will pass through to you the benefit of any supplier warranties or support to the extent permitted. We do not independently warrant third party products or services, but we will provide reasonable assistance in coordinating support if such components fail.

Acceptance: Where applicable (for example, after a defined delivery milestone), we may perform or assist in acceptance activities to confirm the solution operates as intended. You agree to participate in such activities in good faith. Minor defects that do not substantially affect functionality will not be grounds for rejection but will be remedied as part of aftercare. A project shall be deemed accepted when it materially conforms to the agreed specifications.

3.2 Professional Consultancy Services

Our Professional Consultancy services involve providing expert advice, analysis, project/programme management, business analysis, or other professional services related to workforce, talent, and operations. Key terms for Consultancy:

Service Scope: The scope of work for consultancy engagements will be agreed in writing (e.g., in a proposal or statement of work) describing the tasks, deliverables (such as reports or recommendations), timeline, and fees. We will perform the consultancy services with due diligence, in a competent and professional manner, and with reasonable skill in accordance with recognized industry practices. Any timelines or deadlines for deliverables will be adhered to as closely as possible; however, time shall not be of the essence unless expressly agreed.

Client Cooperation: You agree to cooperate fully by providing access to information, personnel, documentation, and systems as reasonably required for us to complete the consulting work. You confirm that all information you provide to us is accurate and complete to the best of your knowledge. We shall not be liable for any delay or deficiency in our advice arising from inaccurate or incomplete information supplied by you.

Deliverables and Use: Upon completion, we may provide you with deliverables such as written reports, analyses, recommendations, or other materials as agreed. Subject to full payment of any fees due, you will have the right to use any such deliverables for your internal business purposes (or personal use if you are a consumer). Intellectual Property rights in deliverables are addressed in Section 6 below. Our consultancy deliverables are advisory in nature – you are responsible for assessing our advice and making your own decisions based on it. We do not guarantee any particular outcome or business result from our consultancy, beyond providing the agreed deliverables and advice with reasonable skill and care.

No Legal/Financial Advice: Unless explicitly agreed, our consulting does not constitute legal, accounting, or financial advice. You should obtain independent professional advice in those areas if needed. Any estimates of cost savings, ROI, or other financial implications provided as part of our consultancy are for guidance only and not guaranteed.

3.3 Recruitment Services

We offer recruitment and talent acquisition services connecting employers (“hiring Clients”) with potential candidates for permanent or contract roles. Our recruitment services are provided in compliance with all applicable employment and data protection laws. Key terms for Recruitment:

For Hiring Clients (Employers): We act as an intermediary to identify and introduce qualified job candidates to you based on your requirements. You must provide us with accurate job descriptions, candidate requirements, and any necessary information about the role, compensation, and work conditions. We will use our expertise to source, screen, and shortlist candidates who meet your criteria and may arrange interviews as needed. Suitability Checks: We will take reasonable steps to verify candidate qualifications, experience, and suitability for the role. However, we do not guarantee that a candidate will ultimately be suitable or will remain with you for any minimum period. Final hiring decisions are always yours.

Introduction and Fees: An “Introduction” of a candidate to you is deemed to occur when we provide you with a candidate’s details or arrange for you to interview a candidate (whether in person or by phone/video). If you engage (hire) a candidate we introduce within 12 months of our Introduction, you agree to pay our recruitment fee as per the agreed schedule or fee structure. This obligation applies even if the candidate is hired in a different role than initially intended or through another channel, as long as our initial Introduction was the effective cause of the hire. You also agree not to forward candidate details we provide to any third party; if a third party (e.g., an affiliate or partner of yours) hires a candidate we introduced to you, our fee will be payable as if you hired the candidate.

No Hire, No Fee (Permanent Placement): Unless otherwise agreed in writing, our recruitment service operates on a “no hire, no fee” basis for permanent placements – meaning we only charge a fee if you hire a candidate we present. The fee (and any rebate guarantee for early employee departure) will be as specified in a separate agreement or our standard recruitment fee schedule provided to you. For contract or temporary placements, different fee arrangements (such as hourly or daily rates and Agency Worker Regulations compliance) may apply as will be agreed separately.

Guarantee Period: If a candidate placed in a permanent role leaves your employment within 12 weeks of their start date (other than due to role redundancy or company restructuring), we will, at our discretion, either provide a free replacement search for a new candidate for the same role or issue a partial refund of the placement fee, provided that you paid our fee within the payment terms and notified us promptly of the candidate’s departure. Details of any such guarantee (including the applicable period and refund percentage) will be outlined in your specific recruitment agreement or order.

For Candidates (Job Seekers): Our recruitment services are free of charge to candidates. It is illegal in the UK for employment agencies to charge fees to candidates for finding them work, and we comply with this law fully. If you are a job seeker using our services or Website (for example, by submitting your CV or applying for a job through us), you will not be charged any recruitment or placement fee by us. You agree to provide truthful and accurate information about your qualifications, experience, and identity. Any personal data you provide to us will be processed in accordance with our Privacy Policy and Data Protection laws (see Section 7). We will never share your CV or personal details with a potential employer without your consent. While we strive to match you with suitable opportunities, we do not guarantee employment or placement. You have the right to cease using our recruitment services at any time, and you may request we delete your data as described in our Privacy Policy.

Compliance and Conduct: Both clients and candidates agree to act in good faith and adhere to all applicable laws during the recruitment process. As an employer, you confirm that you will not unlawfully discriminate against candidates on any protected grounds (see our EDI Statement in Section 13.5) and that any offer of employment will comply with applicable employment laws (e.g., providing a written statement of particulars, paying at least minimum wage, etc.). As a candidate, you confirm that you have the right to work in the UK (or relevant jurisdiction of the job) and that you will not knowingly misrepresent your qualifications or identity. We reserve the right to decline to work on a role or with a candidate if we have reason to believe doing so would violate law or our ethical policies.

4. Service Level Agreement (SLA) Standards

For certain managed services, we commit to the following Service Level Agreement (SLA) standards, reflecting UK industry norms for service providers. These SLA terms outline the performance standards you can expect, such as response times and availability, as well as remedies if we do not meet these standards. (Note: SLA commitments apply only to those Services for which we explicitly agree to provide support and availability guarantees, typically under a support contract. Consultancy and recruitment services, which are advisory or facilitation in nature, do not have “uptime” commitments.) The SLA includes:

Service Availability (Uptime): We will use commercially reasonable efforts to ensure that any hosted or managed systems we maintain for you are available at least 99.9% of the time, measured monthly, excluding scheduled maintenance windows and events outside our control. Uptime is calculated as the total minutes the system is available divided by total minutes in the month, excluding excused downtime. If we anticipate any scheduled downtime (for maintenance or upgrades), we will provide you with at least 24/48 hours’ advance notice and schedule it during low usage periods whenever feasible.

Support Response Times: We offer support for covered Services during the support hours specified in your service agreement (standard support hours are e.g., 8:00am–6:00pm UK business days, with emergency 24/7 support for critical issues by arrangement). Upon receipt of a support request or incident report, we will assign a priority level based on severity. Our target initial response times are: Priority 1 (Critical) – response within 1 hour; Priority 2 (High) – within 4 hours; Priority 3 (Normal) – within 1 business day. “Response” means we have acknowledged the issue and assigned a specialist to work on it. We will then work to resolve the issue or provide a workaround as soon as practicable. While resolution times may vary by complexity, we will provide frequent updates for any critical issue until it is resolved or a temporary fix is in place.

Resolution and Escalation: Our support team will aim to resolve issues in a timely manner. If a problem cannot be resolved at the first level of support within the target resolution time (for example, Priority 1 issues targeted to be resolved or mitigated within 4 hours where possible), we will escalate the issue to higher tier support or management. We will also escalate to vendor support (for third party products/services) if the issue appears to originate from those products/services. You will be informed of the escalation and any interim steps you should take.

Performance Metrics and Reporting: On request, we can provide you with reports of availability and incident response performance. We maintain internal monitoring systems to track service availability and will use these to verify any claims of downtime.

SLA Exclusions: The SLA commitments above will not apply to service interruptions or deficiencies caused by: (a) scheduled maintenance outages announced in advance; (b) your own acts or omissions or those of your other service providers; (c) factors outside our reasonable control (force majeure events, see Section 14.2); or (d) your breach of these Terms or the service contract. Additionally, if a supported system must be taken offline urgently due to a security threat (e.g., to contain a cyberattack), such downtime will be excluded from availability calculations (but we will make best efforts to mitigate and restore service).

Remedies for SLA Breach: If we fail to meet the availability target or miss a critical response time commitment in a given calendar month, you may be eligible for a service credit or other remedy as set out in your service agreement. Any service credits must be requested by you within a specified time (e.g., within 30 days of the end of the affected month) and will be applied against future service fees. Service credits are your sole and exclusive remedy for failure to meet SLA commitments. In cases of significant or repeated SLA failures, you may also have the right to terminate the affected service for material breach (as described in Section 11).

5. Fees, Invoicing and Payment Terms

This section sets out the commercial terms for payment, including how we charge for Services, invoicing procedures, and consequences of late payment. All fees are quoted and payable in Pounds Sterling (GBP) unless stated otherwise.

5.1 Fees and Quotations

We will inform you of the fees or rates for our Services in advance, either through our website (for standard offerings), a written quotation, or a specific contract/proposal.

Contractor Workforce & Consultancy Fees: These may be charged on a fixed project fee basis, on a time and materials basis (hourly/daily rates), or a combination (e.g., a fixed fee with a cap on hours), as detailed in our quote or agreement. If work is performed on a time and materials basis, we will provide an estimate of the total cost and will not exceed any agreed cap without your approval. Any expenses (such as travel, accommodation, or special tool costs) will either be built into the fee or charged additionally at cost – this will be made clear in the quotation. We will seek your prior approval for any significant expenses.

Recruitment Fees: For permanent placements, our fee is typically calculated as a percentage of the candidate’s first year gross remuneration (including base salary and certain anticipated bonuses/allowances). The specific percentage or fee structure will be provided in writing (for example, 25% of annual salary for a successful placement, subject to a minimum fee of £5,000.00). For contract placements, fees may be in the form of an hourly or daily charge rate for the contractor’s services, which includes our margin. All recruitment fees and terms (including any volume discounts, exclusivity arrangements, or replacement guarantees) will be confirmed in our terms of business provided to you prior to engagement.

Website Usage: Access to and use of our website is generally free. If we offer any premium features or subscription services on our website in the future, any applicable fees and terms will be clearly posted and subject to your agreement.

All quotations or proposals are valid for a period of 30 days from their date, unless otherwise stated, after which we reserve the right to revise the proposed fees. We will not commence billable work without your explicit instruction or acceptance of the quote/proposal.

5.2 Invoicing

We will invoice you for Services as follows:

Project or Fixed Fees: If a fixed fee or project fee is agreed, invoices may be issued according to a schedule (e.g., 50% upfront, 50% on completion; or monthly milestones) as specified in the agreement or invoice. Typically, for larger projects, we will require a deposit or initial payment before commencing work, with the remaining amounts invoiced upon completion of agreed milestones or deliverables.

Time & Materials Fees: If billed on time spent, we may invoice monthly in arrears (or at the end of the engagement if shorter) for the hours/days actually expended, detailing the work performed. For long term consultancy arrangements, invoices may be issued at the end of each month for that month’s services.

Recruitment Fees: For recruitment placements, the fee becomes due once a candidate has accepted your job offer (or on the candidate’s start date, depending on what is agreed). We will issue an invoice at that point. If a candidate is offered a job through us but does not commence employment (e.g., they withdraw or you withdraw the offer prior to start), no fee will be charged (except in cases of misconduct or breach by the Client causing the collapse of the hire). For contractor placements where we payroll the contractor, we will invoice weekly or monthly for the contractor’s time as per timesheets, or you will pay the contractor’s invoices via us, according to the agreed arrangement.

Expenses: Any pre approved expenses or disbursements incurred on your behalf (e.g., travel costs for on site visits) will either be invoiced separately or added to the relevant service invoice with supporting detail.

Taxes: All fees are exclusive of VAT (Value Added Tax) and any other applicable taxes or governmental charges, unless expressly stated otherwise. If VAT is chargeable, it will be added at the appropriate rate and shown on the invoice.

Each invoice will set out the charges, the applicable tax, and the payment due date. Invoices will be sent to the billing contact you provide, either by email (our default method) or postal mail if requested.

5.3 Payment Terms

You agree to pay all invoices in full, in cleared funds, by the due date stated on the invoice. Our standard payment term is 30 days from the invoice date for business Clients, and immediate payment or within 14 days for Consumers (as services to Consumers may often be one

You agree to pay all invoices in full, in cleared funds, by the due date stated on the invoice. Our standard payment term is 30 days from the invoice date for business Clients, and immediate payment or within 14 days for Consumers (as services to Consumers may often be one\u001off or paid upfront). The payment term will be stated on your invoice or contract. Payment should be made via the method specified (we accept bank transfers (BACS/CHAPS), and may accept credit/debit card or direct debit for certain services). All payments must be made in the currency shown on the invoice (normally GBP).

If you have any bona fide dispute about an invoice (for example, you believe a charge is incorrect), you must notify us in writing before the payment due date, providing details of the dispute. We will investigate promptly. You are still obligated to pay any undisputed portion of the invoice by the due date.

For ongoing or subscription services, we may require you to set up a direct debit or automatic payment arrangement. By providing payment details, you confirm you are authorized to use that payment method and authorize us to charge the fees as agreed.

5.4 Late Payment and Consequences

Timely payment is essential. If any invoice remains unpaid past its due date and you have not notified us of a valid dispute:

Late Payment Interest (Business Clients): We reserve the right to charge interest on overdue amounts for business to to business transactions at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998. We also may claim compensation for debt recovery costs as allowed by that Act.

Late Payment (Consumers): If you are a Consumer, we may charge a reasonable amount of interest on overdue payments to compensate for the delay, as permitted by law. We also reserve the right to recover from you any direct costs we incur due to your late payment, where lawful.

Suspension of Services: If payment is excessively late, we may suspend any ongoing Services until all overdue payments (including any interest) are made. We will notify you before suspension, providing a final opportunity to cure the non payment (typically 7 days’ notice).

Collection and Legal Action: In the event an invoice remains unpaid beyond a significantly extended period, we may refer the matter to a collections agency or pursue legal action to recover the debt. You will be responsible for any reasonable legal fees or collection costs we incur in pursuing the debt, to the extent allowed by law.

No Set off (Business Clients): Business Clients are not entitled to withhold or set off any portion of fees due to us against any amounts we might owe you, without our prior written agreement.

We value our client relationships and will attempt to work with you if you are having difficulty with payments, but we do expect prompt payment as a condition of providing the Services.

6. Intellectual Property Rights

This section addresses ownership and licensing of intellectual property (IP) in our Services, deliverables, and on our website.

Company Background IP: We retain all intellectual property rights in our pre existing materials, methodologies, tools, software, know how, and any generic or non client specific materials used or developed in the course of providing Services (“Company IP”). Except for any license expressly granted to you, nothing in these Terms transfers any ownership of Company IP to you. We may use and reuse our general know how and expertise gained over the course of performing the Services for you, subject to our confidentiality obligations.

Client Materials: You may provide us with materials, data, documentation, branding (e.g., logos), or other content to be used during the project or to incorporate into a solution (“Client Materials”). You retain all ownership of your Client Materials. You grant us a non exclusive, royalty free license to use, reproduce, modify, and, if necessary, sub license to our sub contractors, the Client Materials solely for the purpose of delivering the Services to you. You warrant that you have the necessary rights in any Client Materials you provide, and that our use of them as permitted by you will not infringe any third party rights. Any Client confidential information in such materials will be protected as described in Section 8 (Confidentiality).

Deliverables and Project IP: For any custom deliverables we create specifically for you as part of the Services (e.g., reports or other work products), we will grant you a license to use, or assign ownership, depending on what is agreed in the service contract or below:

By default (in the absence of a different agreement), business Clients are granted a perpetual, worldwide, non exclusive license to use, copy, and modify the deliverables for their internal business purposes. This license becomes effective upon full payment of all fees for the applicable deliverables. We retain ownership of the underlying intellectual property, but you have broad rights to use it internally. Consumers are granted an equivalent license for personal use of any deliverables.

If the deliverables are specifically commissioned works (for example, a bespoke framework developed uniquely for you and explicitly paid for in full), we can on request assign ownership of the intellectual property in those deliverables to you. Any such assignment must be agreed in writing (e.g., in the project contract). Even after assignment, we reserve the right to use any general know how or skills gained (but not your confidential information) and to use any generic components that are not unique to you, in future work for others.

Some deliverables may include or rely on our Company IP or third party components that are not feasible to assign. In such cases, we will instead provide you a license to use those components as needed to use the deliverable, but ownership of those components remains with us or the respective third party.

Recruitment Information: Our candidate database and related information we compile (such as candidate profiles, recommendations, and shortlists) are our confidential intellectual property. If you are a recruitment Client (employer), you receive certain information about candidates for the sole purpose of evaluating them for potential employment. You must not use candidate CVs or personal data for any other purpose, and you must not share candidate details with any other party (except internally as needed for evaluation) without our consent. If you hire a candidate, you may retain their information as needed for your employment purposes (subject to data protection law), but if a candidate is not hired, you should delete or return any personally identifying information, in line with data protection requirements and our instructions.

Website Content and License: The content on our Website, including text, images, graphics, logos, software, and layout, is owned by us or our licensors and is protected by copyright, database rights, trademark, and other intellectual property laws. We grant website users a limited, revocable, non transferable license to access and view the content on our Website for personal or internal business use only, and not for any commercial re use (except with our express permission).

Feedback: If you provide us with suggestions, feedback, or ideas on improving our Services or Website, you agree that we may use and implement such feedback without obligation to you.

7. Data Protection and Privacy

Both parties agree to comply with all applicable data protection and privacy laws in relation to the Services. In this Section, “Data Protection Law” means the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, and any other applicable laws and regulations relating to the processing of personal data and privacy in any jurisdiction. Key points include:

Roles of Parties: For the personal data that we collect directly from individuals (such as contact details of clients, or candidate information for recruitment, etc.), we are an independent data controller and will process such data in accordance with our Privacy Policy. When we process personal data provided by or on behalf of a Client solely for the purpose of performing Services for that Client, then in respect of that data, you are the data controller and we are your data processor. In such cases, we will only process the data on your documented instructions and in compliance with Article 28 UK GDPR requirements.

Our Privacy Policy: Our detailed Privacy Policy/Privacy Statement (available on our Website) explains what personal data we collect in the course of our business, how we use it, and the rights individuals have. By using our Services or website, you acknowledge that personal data will be processed in accordance with our Privacy Policy.

Processor Obligations: When we act as a data processor for a Client, we commit to the Article 28 requirements: process only on documented instructions; maintain confidentiality; implement appropriate technical and organisational measures; engage sub processors only with authorization and equivalent obligations; assist with data subject rights and UK GDPR obligations; and delete/return personal data at end of engagement (subject to legal retention).

Data Security: We maintain administrative, physical, and technical safeguards intended to protect personal data and other sensitive information in our custody against unauthorized access, loss, or alteration. However, no system is 100% secure; if we become aware of a data breach affecting your personal data, we will notify you without undue delay and provide information and cooperation as required by law. You are responsible for ensuring that any login credentials or secure access methods we provide to you are kept confidential and not shared.

Data Protection by Client: If you as a Client provide us with personal data, you warrant that you have a lawful basis to do so and that you have complied with necessary transparency obligations. You will indemnify us for any loss we suffer as a result of processing personal data provided by you in violation of applicable law.

International Data Transfers: We primarily store and process data within the UK. If we (or any sub processor we use) need to transfer personal data outside of the UK to a country not deemed adequate, we will ensure appropriate safeguards are in place (such as standard contractual clauses or other approved transfer mechanisms).

Data Retention: We will not retain personal data longer than necessary for the purposes for which we process it. The retention periods are detailed in our Privacy Policy.

Confidentiality of Personal Data: Personal data is considered Confidential Information. We will treat all personal data we handle as confidential and will ensure that only personnel who need to access the data to perform the Services are able to access it.

Monitoring (if applicable): If, as part of our services, we implement or operate any monitoring tools (e.g., background checks platforms, usage logs, etc.) on your behalf, you are responsible for ensuring individuals are aware of such processing and for compliance with privacy laws in relation to that processing.

For further details, please review our Privacy Statement. If you have any questions or requests regarding your personal data or need a data processing agreement in a specific form, you can contact us as provided in Section 15.

8. Confidentiality

During the course of our relationship, both you and we may receive confidential information from each other. “Confidential Information” means any information (in any form) that is not publicly available and is disclosed by or on behalf of one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or which by its nature should reasonably be understood to be confidential. The following terms apply:

Obligation of Confidentiality: The Receiving Party shall keep all Confidential Information of the Disclosing Party strictly confidential and shall not disclose it to any third party except as permitted by these Terms. The Receiving Party shall use the Confidential Information solely for the purpose of fulfilling its obligations or exercising its rights under these Terms.

Permitted Disclosures: Disclosure is permitted to employees, officers, or professional advisors (or subcontractors) on a need to know basis, provided they are bound by confidentiality obligations at least as protective as these Terms. The Receiving Party remains responsible for any breach by such persons.

Exceptions: Information is not confidential if it: (a) is or becomes public through no fault; (b) was known without obligation of confidence; (c) is lawfully obtained from a third party with the right to disclose; or (d) is independently developed without use of the Confidential Information.

Required Disclosure by Law: If required by law to disclose, the Receiving Party may do so after providing prompt notice (where lawful) and disclosing only what is legally required.

Duration: Obligations begin on disclosure and continue for five years after termination, save that trade secrets, highly sensitive information, and personal data remain confidential as required by law.

Return/Destruction: On request or termination, the Receiving Party shall return or destroy the Disclosing Party’s Confidential Information, subject to lawful retention.

No Publicity: Neither party will use the other’s name, logo, or trademarks in publicity without prior written consent, subject to reasonable portfolio listing for business clients unless requested otherwise.

Remedies: Unauthorized disclosure may cause substantial harm; injunctive relief may be sought in addition to other remedies.

9. Warranties and Disclaimers

We want you to have confidence in our Services, but we must also set reasonable expectations.

9.1 Our Warranties

Service Quality: We warrant that we will provide the Services with reasonable care and skill, in a timely manner, and in accordance with these Terms and any specific agreements. If we fail to meet this standard and you inform us promptly, we will at our option re perform the deficient Services or issue an appropriate refund for that portion of the Services.

Conformity to Description: We warrant that our Services will conform in all material respects to any descriptions or specifications we provide.

Personnel: We warrant that our personnel assigned to perform the Services are qualified and have appropriate skills and experience.

No Infringement (IP): To the best of our knowledge, and except for any Client Materials or third party materials used, the deliverables or Services we provide will not knowingly infringe any third party’s intellectual property rights. If a claim arises, we will seek to secure continued use, modify/replace, or refund as appropriate.

9.2 Your Warranties

Authority and Accuracy: You have authority to enter into this agreement and the information you provide is accurate. Consumers warrant they are at least 18 (or 16–17 with any required consent).

Use of Deliverables: You will use deliverables and advice lawfully and for intended purposes.

Client Materials: You warrant you have rights to any materials you provide and that our permitted use will not infringe third party rights.

Recruitment specific: Hiring Clients warrant compliance with employment/equality laws and will inform us of hires and relevant details; candidates warrant that their information is truthful and they have the right to work.

9.3 Disclaimers

Except as expressly set out in these Terms or required by law, we do not make other warranties or guarantees about the Services.

Managed/Hosted Services: We do not warrant that any managed or hosted services will be totally error free or uninterrupted, or that all security threats can be entirely eliminated.

Consultancy: Our advice is advisory in nature; outcomes are not guaranteed.

Recruitment: We cannot guarantee the performance, conduct, or retention of any candidate you hire, nor can we guarantee particular opportunities for candidates.

Website: The Website is provided on an “as is” and “as available” basis for general information and use.

Third Party Services: Where third party services or products are recommended or used, you will be subject to those third parties’ terms; we are not responsible for their performance.

10. Limitation of Liability

10.1 Non Excludable Liability

Nothing in these Terms shall limit or exclude liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; breach of terms regarding title to goods (if applicable); or other liability that cannot be limited/excluded by law. Consumer statutory rights are not affected.

10.2 Exclusion of Certain Damages

Subject to 10.1, neither party shall be liable for indirect or consequential loss, including (for business Clients) loss of profit, revenue, anticipated savings, business opportunity or goodwill, or loss of/damage to data (except where we are a Data Processor and separate obligations apply). Punitive or exemplary damages are excluded to the fullest extent permitted.

10.3 Liability Cap (Businesses)

Subject to 10.1 and 10.2, our total aggregate liability to a Business Client for all claims arising under or in connection with this agreement or any Service shall be limited to the total amount of fees paid or payable by you for the Services in the 12 months preceding the event giving rise to the claim (or £100 if no fees were paid for the relevant service/use).

10.4 Liability Cap (Consumers)

Subject to 10.1, for other losses where lawful, our liability to a Consumer is limited to a reasonable amount and, to the extent permitted by law, no more than £10,000 in aggregate for all claims by you.

10.5 Application of Limitations

The limitations and exclusions apply to liability arising under any legal theory except as expressly overridden. If any part of this Section is found invalid, the rest shall still apply to the fullest extent allowed.

10.6 Your Liability to Us

Business Clients agree to indemnify us against losses arising from third party claims due to your misuse of the Services/Website, infringement by materials you provide, or your breach of these Terms/law. Consumers may be responsible where they have breached these Terms or used the Services unlawfully causing us loss, to the extent permitted by law.

11. Termination and Cancellation

11.1 Termination for Breach or Cause

Either party may terminate for material breach not remedied within 30 days of notice, for insolvency events, or where continuing would violate law.

11.2 Termination for Convenience

By Client (Business): As specified in the service agreement (e.g., 30 days’ notice after any minimum term). If not specified, fixed term contracts cannot be terminated for convenience during the term; open nded services can be terminated on 30 days’ notice.

By Client (Consumer): Statutory cooling off rights apply to distance contracts (generally 14 days). If you ask us to begin within the cooling off period, you may be charged for work performed and may lose the right to cancel once fully performed.

By Company: We may terminate on notice for legitimate reasons (e.g., discontinuation of a service offering). We will refund prepaid fees for services not yet rendered.

Effect on Fees: You pay for Services rendered up to the effective termination date. Prepaid amounts for unrendered Services are refunded where appropriate.

11.3 Consequences of Termination

Cessation of Services; return or destruction of materials; payment of amounts due; survival of appropriate clauses; and reasonable transition assistance (if agreed and chargeable at standard rates). Recruitment introductions already made remain subject to fee terms if you later hire within the agreed period.

12. Website Use and Acceptable Use Policy

12.1 Acceptable Use

Use the Website and any online systems only for lawful purposes. Do not interfere with, disrupt, or attempt unauthorized access. Do not upload prohibited content or infringing materials. Do not use automated scraping tools without permission. Do not overload the site.