Terms and Conditions

1. Definitions

In these Terms, the following words have the following meanings unless the context requires otherwise:

• “Affiliate” means, in relation to a company, any parent, subsidiary, or sister company of that company, or any other entity that directly or indirectly controls, is controlled by, or is under common control with that company.
• “Agency Commission” means the placement fee payable in respect of a Candidate's placement, calculated at the introducing Agency's own applicable rate as set out on the Platform or otherwise agreed with TalentUnlocked. The Agency Commission is separate from, and payable in addition to, the Employer Success Fee.
• “Agency” means a recruitment agency or recruitment business registered as a User to source and introduce Candidates to Employers via the Platform.
• “Agreement” means these Terms together with any order form, registration information, and policies referred to in them.
• “Business Day” means a day other than a Saturday, Sunday, or public holiday in England.
• “Candidate” means an individual put forward by an Agency, or who otherwise applies, for a Role.
• “Candidate's Salary” means, in respect of a placed Candidate engaged on a permanent basis, the first-year gross basic salary agreed between the Employer and the Candidate, together with the cash value of any guaranteed bonus, car allowance, or other guaranteed cash benefit forming part of the offer, but excluding discretionary or performance-related bonuses, commission, pension contributions, and non-cash benefits. In respect of a Candidate engaged on a Fixed-Term Contract of 12 months or more, “Candidate's Salary” means the gross salary for the first 12 months of that contract calculated on the same basis; in respect of a Fixed-Term Contract of less than 12 months, it means the gross salary for the full term of the contract.
• “Charges” means, together, the Fees and the Agency Commission, and any other amount payable under these Terms, such as interest or administration fees.
• “Employer” means an organisation registered as a User to advertise Roles and engage Agencies via the Platform.
• “Fees” means the Success Fee.
• “Fixed-Term Contract” means a contract of employment for a specified term or purpose, as opposed to a permanent, indefinite contract of employment.
• “Introduction” means the point at which a Candidate's details are first shared with an Employer through the Platform in connection with a Role, however that sharing occurs.
• “Platform” means the TalentUnlocked online marketplace, accessible via the Website, and all related services.
• “Right to Represent” means the Candidate's informed consent for an Agency to put that Candidate forward for a specific Role and to share their details with the relevant Employer.
• “Role” means a permanent or Fixed-Term Contract vacancy, based in the United Kingdom, posted by an Employer on the Platform.
• “Seat” means a licensed user login allocated to an Agency for use of the Platform.
• “Success Fee” means the fee described in these Terms, calculated as a percentage of a placed Candidate's Salary.
• “TalentUnlocked”, “we”, “us” or “our” means Talent Unlocked Ltd, a company registered in England and Wales with company number 16817793, whose registered office is at The Beacon, Pilgrims Lane, Caterham, United Kingdom, CR3 5BH.
• “User” means any Employer or Agency registered to use the Platform, and “Users” means both together. Candidates are not Users and do not have access to the Platform.
• “Website” means www.talentunlocked.ai and any associated subdomains or apps.

2. Interpretation

• Headings are for convenience only and do not affect interpretation.
• Words importing the singular include the plural and vice versa, and words importing one gender include every gender.
• “Including” and “in particular” are illustrative and do not limit the general words that precede them.
• A reference to a statute or statutory provision includes that statute or provision as amended, re-enacted, or replaced from time to time, and any subordinate legislation made under it.
• A reference to a person includes a natural person, corporate or unincorporated body, and that person's successors and permitted assigns.

3. About Us

TalentUnlocked operates an online marketplace that connects Employers looking to fill Roles with specialist recruitment Agencies, allowing Employers to reach vetted agency talent through a single platform and a single set of commercial terms, and allowing Agencies to access a consistent flow of live Roles.

Any question about these Terms or the Platform can be directed to Simon Smith at Simon.Smith@talentunlocked.ai.

4. Acceptance of These Terms

By creating an account, accessing, or using the Platform, a User agrees to be bound by these Terms. If a User does not agree to these Terms, that User must not use the Platform.

Without limiting the paragraph above, an Employer is also deemed to accept these Terms by requesting an Introduction, interviewing a Candidate, or engaging a Candidate introduced through the Platform, and an Agency is deemed to accept these Terms by submitting a Candidate for a Role, in each case whether or not that party has completed registration.

A person accepting these Terms on behalf of an organisation confirms that they have the authority to bind that organisation, and “Employer” or “Agency” in these Terms refers to that organisation.

These Terms take precedence over any terms of business, purchase order conditions, or other standard terms put forward by a User, whether presented before or after these Terms, unless TalentUnlocked expressly agrees otherwise in writing. No variation or alteration to these Terms is valid unless agreed by TalentUnlocked in writing.

5. Eligibility and Registration

• Users must be validly constituted organisations, or individuals with authority to act for one, and must be able to form legally binding contracts.
• Registration information provided to TalentUnlocked must be accurate, complete and kept up to date.
• Each organisation may hold one active account, save where TalentUnlocked agrees otherwise in writing.
• Users are responsible for all activity that takes place under their account and must keep login credentials confidential. TalentUnlocked must be notified immediately of any suspected unauthorised use.
• TalentUnlocked may decline to register, or may suspend, any User at its reasonable discretion, including where registration information appears inaccurate or where a User's business does not fit the Platform's intended use.

6. How the Platform Works

Employers post Roles on the Platform. Registered Agencies may view live Roles and submit Candidates against them. Employers review Candidates put forward and may progress, reject, or request further information, outside the Platform where necessary for the recruitment process.

TalentUnlocked provides the marketplace through which Employers and Agencies connect. TalentUnlocked is not a party to, and does not guarantee the outcome of, any recruitment process, offer of employment, or contract of employment between an Employer and a Candidate.

7. Single Contract Model

Without the Platform, an Employer wishing to work with multiple recruitment agencies would ordinarily need to hold multiple agency contracts, a separate contract with each agency, on different terms, fee structures, and payment arrangements. TalentUnlocked removes this by acting as the single contracting party for both Employers and Agencies, so that an Employer needs only one contract, with TalentUnlocked, to access many specialist Agencies, instead of multiple agency contracts.

An Employer's contract in respect of a Role is therefore with TalentUnlocked, not directly with any Agency that introduces a Candidate for that Role, however many different Agencies work on that Employer's Roles. Equally, an Agency's contract for use of the Platform, and for the Agency Commission earned on any placement, is with TalentUnlocked, not directly with the Employer. TalentUnlocked collects both its own Success Fee and the Agency Commission from the Employer, and pays the Agency its share of the Agency Commission in turn.

TalentUnlocked runs procurement on the Employer's behalf, onboarding and vetting Agencies, setting the commercial terms they operate under, and handling invoicing and collection of Fees on both sides, so that the Employer deals with a single point of contact and a single set of terms, regardless of how many Agencies are actually sourcing Candidates for its Roles.

This clause does not prevent an Employer and an Agency from communicating directly about a Candidate or Role where reasonably necessary for the recruitment process (for example, arranging an interview). It means only that the contractual and payment relationship in respect of Fees, and the terms governing use of the Platform, sit between each of them and TalentUnlocked, and not between each other.

8. Posting and Managing Roles (Employers)

• The Platform is for permanent and Fixed-Term Contract vacancies based in the United Kingdom only. Employers must not post Roles based outside the United Kingdom, or Roles for temporary, day-rate, or umbrella-company engagements.
• Employers are responsible for the accuracy of Role information posted on the Platform, including salary, location, and requirements, and for ensuring Roles comply with applicable law, including equality and anti-discrimination legislation.
• Employers must review Candidates put forward by Agencies and provide reasonably timely feedback through the Platform to support the shortlisting process.
• Employers must not post Roles for any purpose other than genuine, current recruitment, and must remove or mark a Role as filled once it is no longer live.

9. Fees Payable by Employers

Where an Employer, or any Affiliate of the Employer, engages or employs a Candidate introduced through the Platform, whether for the Role originally advertised or a different role, and whether on a permanent basis or a Fixed-Term Contract, the Employer shall pay:

• TalentUnlocked's own Success Fee of 2% of that Candidate's Salary, which TalentUnlocked retains in full; and
• the Agency Commission payable to the introducing Agency in respect of that placement, calculated at that Agency's own applicable rate.

These two amounts are together referred to in these Terms as the “Charges”. Consistent with the Single Contract Model described above, the Employer pays both amounts to TalentUnlocked, and TalentUnlocked collects the Agency Commission on the introducing Agency's behalf and remits the applicable balance to that Agency, after deducting TalentUnlocked's own fee for arranging and collecting the Agency Commission. The Employer has no separate payment obligation to the Agency directly.

Both amounts become payable on the Candidate's start date in the Role (or equivalent commencement of engagement), and TalentUnlocked will issue an invoice accordingly. Invoices are payable within 30 days of the invoice date, in pounds sterling, and are exclusive of VAT, which is payable in addition where applicable.

Where an Employer makes a counter-offer to retain a Candidate who was introduced through the Platform for a different role or on different terms than originally advertised, and that Candidate is engaged by the Employer as a result, the Charges remain payable in full as though the Candidate had been placed in the originally advertised Role.

10. Notification of Offers and Engagements

• An Employer shall notify TalentUnlocked promptly, and in any event within 2 Business Days, of any offer of engagement it makes to a Candidate introduced through the Platform.
• An Employer shall notify TalentUnlocked promptly, and in any event within 2 Business Days, once a Candidate introduced through the Platform starts in the Role, and shall provide TalentUnlocked with the information reasonably needed to calculate the Success Fee, including the Candidate's start date and Candidate's Salary.
• An Employer's failure to notify TalentUnlocked under this clause does not relieve the Employer of its obligation to pay the Success Fee once it falls due, and TalentUnlocked may calculate the Success Fee using the best information reasonably available to it if the Employer does not provide the information requested within a reasonable time.

11. Replacement and Rebate Scheme

If a placed Candidate's employment with the Employer ends, whether by resignation or dismissal, within the rebate period set out below, calculated from the Candidate's start date, TalentUnlocked will apply a partial rebate of the Charges paid in respect of that placement, provided the Employer notifies TalentUnlocked in writing within 5 Business Days of becoming aware that the Candidate has left or is leaving.

• Within the first 4 weeks: 100% rebate.
• Within weeks 5 to 8: 50% rebate.
• Within weeks 9 to 12: 25% rebate.
• After week 12: no rebate.

No rebate is payable where the Candidate's departure results from redundancy, a material change to the role or its terms made by the Employer after placement, or any act or omission of the Employer that a reasonable person would consider a breach of the Employer's obligations to the Candidate.

• A rebate is only available where the original invoice for that placement has been paid in full by its due date. No rebate is payable in respect of an invoice that was overdue at the time the Candidate left.
• If the Employer re-engages the same Candidate, whether directly or via any other route, within 6 months of receiving a rebate, the rebate must be repaid to TalentUnlocked in full, and no further rebate applies to that re-engagement.
• Only one rebate or replacement is available per Role. If a replacement Candidate placed under this clause also leaves, no further rebate applies to that Role.

TalentUnlocked will pay the Employer's rebate within 30 days of it falling due, without waiting to first recover the corresponding amount from the Agency.

12. Non-Circumvention (Employers)

For a period of 12 months following an Introduction, an Employer, and any Affiliate of the Employer, shall not engage a Candidate introduced through the Platform, whether directly, via a different agency, or via any other route, without paying the Charges that would otherwise have applied, save where the Employer can demonstrate a pre-existing relationship with that Candidate predating the Introduction.

Separately, and on an ongoing basis with no fixed time limit, an Employer must not work directly with an Agency it has engaged with through the Platform to fill Roles outside the Platform, whether by agreeing fees privately with that Agency, or otherwise circumventing the Platform.

If TalentUnlocked reasonably determines that an Employer has breached this clause, whether by engaging a Candidate outside the Platform or by working directly with an Agency to fill Roles outside the Platform, TalentUnlocked may immediately remove both the Employer and the relevant Agency from the Platform, in addition to recovering the Charges that would otherwise have applied.

Introductions of Candidates are confidential. If an Employer discloses a Candidate's details to a third party, and that disclosure leads to the Candidate's engagement by that third party within 12 months of the Introduction, the Employer remains liable to pay the Charges as though it had engaged the Candidate itself, with no entitlement to any rebate under the Replacement and Rebate Scheme.

13. Status of TalentUnlocked and Candidate Suitability

TalentUnlocked is not an employment business or employer of any Candidate, is not a party to any contract of employment or engagement between an Employer and a Candidate, and gives no warranty as to a Candidate's suitability, qualifications, right to work, or conduct.

While Agencies are required under these Terms to carry out reasonable checks on Candidates they submit, the Employer remains responsible for satisfying itself as to a Candidate's suitability before engaging them, and is recommended to take up references independently. The Employer is responsible for obtaining any work permits or right-to-work checks required, for arranging any medical examinations required for the role, and for satisfying any other legal, regulatory, or qualification requirements applicable to the Candidate's engagement.

14. Agency Accounts, Seats and Access

• There is no subscription or licence fee for Agency use of the Platform.
• Each Agency account includes three (3) Seats at no cost. Each Seat may be used to manage up to three (3) active Roles and five (5) active Candidate submissions (bids) at any one time.
• Additional Seats beyond the first three are available on request and pricing will be confirmed separately.
• TalentUnlocked may adjust Seat allowances and usage limits from time to time on reasonable notice.

15. Agency Commission and TalentUnlocked's Deduction

For every Candidate placed in a Role filled through the Platform, whether with the Employer or any Affiliate of the Employer, and whether for the Role originally advertised or a different role, the introducing Agency earns the Agency Commission for that placement, calculated at the Agency's own applicable rate, which must not be less than 8% of the Candidate's Salary.

The Employer pays the Agency Commission to TalentUnlocked, and TalentUnlocked collects it on the introducing Agency's behalf. Before paying the Agency Commission on to the Agency, TalentUnlocked deducts a fee of 2% of the Candidate's Salary, which TalentUnlocked retains as its own charge for facilitating the introduction, collection, and payment of the Agency Commission.

Payment to the Agency is made on a pay-when-paid basis: TalentUnlocked will pay the Agency's share of the Agency Commission promptly once TalentUnlocked has actually received the corresponding payment from the Employer, by bank transfer or such other method as TalentUnlocked and the Agency agree.

If, for any placement, the Agency Commission is less than the amount TalentUnlocked would otherwise deduct under this clause, the Agency shall pay TalentUnlocked the shortfall directly.

Where an Agency has been formally introduced to the Platform under a separate referral or partnership arrangement between TalentUnlocked and a third party, a portion of TalentUnlocked's deduction under this clause may be payable by TalentUnlocked to that third party. This does not reduce the amount payable to the Agency.

16. Rebate Repayment (Agencies)

Under TalentUnlocked's Replacement and Rebate Scheme, an Employer may become entitled to a rebate of some or all of the Charges paid for a placement, if the Candidate's employment ends within 12 weeks of their start date. The rebate is calculated on a sliding scale: 100% within the first 4 weeks, 50% within weeks 5 to 8, and 25% within weeks 9 to 12, subject to the conditions set out in TalentUnlocked's terms for Employers. TalentUnlocked pays the Employer's rebate within 30 days of it falling due, without waiting to first recover any amount from the Agency.

Where TalentUnlocked has already paid an Agency its share of the Agency Commission for a placement, and a rebate subsequently becomes due to the Employer under the Replacement and Rebate Scheme, the Agency shall repay to TalentUnlocked, within 14 days of demand, an amount equal to the Agency's proportionate share of that rebate. TalentUnlocked may instead deduct that amount from any sums otherwise payable to the Agency, whether in respect of the same placement or any other.

This obligation applies regardless of whether the Agency was at fault for the Candidate's departure, reflecting that the Agency Commission was paid on the basis of a placement that, under the Replacement and Rebate Scheme, is treated as not having been fully earned.

An amount not repaid within 14 days of demand is treated as an overdue amount for the purposes of the Payment Terms clause, including as to interest and administration fees. If the Agency fails to repay that amount in full within a further 14 days, TalentUnlocked may remove the Agency from the Platform until the amount is paid in full, in addition to any other rights or remedies available to TalentUnlocked.

17. Submitting Candidates

• Agencies may submit Candidates against live Roles up to their Seat limits described above.
• Agencies must hold a Right to Represent the Candidate before submission (see Competing Introductions and Right to Represent below), and must hold a genuine, good-faith belief that the Candidate is suitable for and interested in the Role.
• Agencies must not submit the same Candidate for the same Role more than once, and must not submit Candidates already represented by another Agency on the Platform for that Role, where known.

18. Competing Introductions and Right to Represent

Before submitting a Candidate for any Role, an Agency must hold a genuine Right to Represent that Candidate for that specific Role. An Agency must not submit a Candidate it does not have a Right to Represent, and must be able to evidence that Right to Represent on request.

If TalentUnlocked determines that an Agency has submitted a Candidate without a genuine Right to Represent, TalentUnlocked may immediately remove that Agency from the Platform, in addition to any other rights or remedies available to TalentUnlocked, and that Agency forfeits any claim to the Agency Commission in respect of that Candidate.

Where two or more Agencies submit the same Candidate for the same Role, each holding a genuine Right to Represent, the Agency Commission for that placement is payable to whichever Agency's Introduction the Platform recorded first in time. TalentUnlocked's records of the timing of an Introduction are conclusive for this purpose, absent manifest error.

19. Agency Warranties and Conduct

• Each Agency warrants that it is validly operating as a recruitment business, holds all licences and registrations required to carry out its activities, and complies with applicable recruitment legislation, including the Employment Agencies Act 1973 and the Conduct of Employment Agencies and Employment Businesses Regulations 2003.
• Each Agency warrants that it carries out reasonable and appropriate checks on Candidates it submits (including identity, right to work, and relevant references or qualifications, where applicable to the Role) consistent with good recruitment practice and applicable law.
• Agencies must not discriminate against Candidates or Employers on any unlawful ground and must comply with equality legislation in their dealings on the Platform.
• TalentUnlocked may suspend or remove an Agency's access to the Platform for breach of this section, for conduct that damages the reputation of the Platform, or for repeated failure to meet reasonable service standards.

20. Agency Insurance and Compliance Evidence

• Each Agency shall maintain, for the duration of its use of the Platform, professional indemnity insurance and public liability insurance with a reputable insurer, in amounts consistent with good practice for its size and the nature of its business.
• TalentUnlocked may, on reasonable written notice and no more than once in any 12-month period (or at any time if TalentUnlocked reasonably suspects a breach of these Terms), request evidence of an Agency's insurance cover, right-to-work check procedures, or other compliance matters referred to in these Terms, and the Agency shall provide that evidence within a reasonable time.
• Failure to maintain adequate insurance or to provide evidence reasonably requested under this clause is grounds for suspension of the Agency's access to the Platform until the position is remedied.

21. Non-Circumvention (Agencies)

An Agency must not, while it uses the Platform and for 12 months following the date it ceases to use the Platform, work directly with an Employer with which the Agency has engaged through the Platform, at any stage from first pitching a Candidate for one of that Employer's Roles through to placing a Candidate with that Employer, to fill Roles outside the Platform, whether by agreeing fees privately with that Employer, using contacts or information obtained through the Platform, or otherwise circumventing the Platform. This restriction does not apply to an Employer the Agency has never engaged with through the Platform.

If TalentUnlocked reasonably determines that an Agency has gone directly to an Employer to fill Roles outside the Platform in breach of this clause, TalentUnlocked may immediately remove that Agency from the Platform, in addition to any other rights or remedies available to TalentUnlocked, including recovery of any Charges that would otherwise have been payable. TalentUnlocked may also remove the Employer, unless the Employer did not engage with the Agency's approach and promptly reported it to TalentUnlocked, in which case the Employer will not be removed under this clause.

Agencies must not use information or contacts obtained through the Platform to solicit any Employer with which the Agency has had contact through the Platform, or that Employer's Roles, for placement services outside the Platform.

22. Payment Terms

Because TalentUnlocked is the single contracting party for both sides of the Platform, TalentUnlocked invoices the Employer for both its own Success Fee and the Agency Commission, and separately pays the introducing Agency its share of the Agency Commission (after TalentUnlocked's deduction) once that payment has been received. There is no direct payment obligation between an Employer and an Agency in respect of a placement made through the Platform.

• All Charges are stated in pounds sterling (GBP) and are exclusive of VAT, which is payable in addition where applicable.
• TalentUnlocked will issue an invoice to the Employer once amounts become payable under these Terms. Invoices are payable within 30 days of the invoice date, by bank transfer to the account TalentUnlocked notifies to the Employer, unless another payment method or period is agreed in writing.
• TalentUnlocked pays the Agency's share of the Agency Commission on a pay-when-paid basis: it becomes due once TalentUnlocked has actually received the corresponding payment from the Employer, at which point TalentUnlocked will pay the Agency promptly, after deducting TalentUnlocked's own fee for arranging and collecting the Agency Commission.
• Charges must be paid in full, without any deduction, set-off, or counterclaim, save as required by law or expressly agreed by TalentUnlocked in writing.
• Any dispute about an invoice must be raised in writing within 14 days of the invoice date, with reasons. The undisputed portion of an invoice remains payable by its due date regardless of any dispute over the remainder.
• Interest accrues on overdue amounts at 8% per annum above the Bank of England base rate from time to time, consistent with the Late Payment of Commercial Debts (Interest) Act 1998, unless otherwise agreed in writing. TalentUnlocked may also charge a fixed administration fee of £50 for each overdue-payment reminder or interest invoice it issues.
• TalentUnlocked may suspend a User's access to the Platform where amounts remain overdue and unpaid following reasonable written notice, without affecting TalentUnlocked's right to recover the amount owed.
• Charges are non-refundable except as expressly stated in these Terms or as required by law.
• TalentUnlocked may carry out reasonable credit or due diligence checks on an Employer before or during its use of the Platform, and may set, refuse, or vary credit terms (including requiring payment in advance or a deposit) based on the outcome.
• TalentUnlocked may at any time set off any amount a User owes TalentUnlocked under these Terms, including under the Rebate Repayment (Agencies) clause, against any amount TalentUnlocked otherwise owes that User, whether arising from the same placement or any other.

23. Anti-Avoidance

The specific prohibitions in the Non-Circumvention clauses of these Terms do not limit the general principle in this clause. No User, whether acting alone or in combination with another User or any third party, may structure, disguise, or route an arrangement with the intention or effect of avoiding TalentUnlocked's Charges or these Terms, regardless of whether the specific method used is expressly described elsewhere in these Terms.

Where TalentUnlocked reasonably determines that an arrangement between an Employer and an Agency has that intention or effect, TalentUnlocked may treat it as a breach of the relevant Non-Circumvention clause, with the consequences set out in that clause, whether or not the arrangement falls within one of the specific scenarios described there.

In addition to recovering the Charges that would otherwise have applied, TalentUnlocked may charge the party or parties responsible for a proven breach of a Non-Circumvention clause a further sum equal to 50% of those Charges, representing a genuine pre-estimate of TalentUnlocked's loss of the ongoing commercial relationship and platform fees that breach causes.

24. Content Standards and Removal

TalentUnlocked may remove or suspend any Role, Candidate submission, or other content on the Platform that it reasonably considers unlawful, discriminatory, fraudulent, materially inaccurate, or in breach of these Terms, without liability to the User who posted it.

25. Intellectual Property

The Platform, Website, and all software, design, trade marks and content used to provide them (excluding content submitted by Users) belong to TalentUnlocked or its licensors. Users are granted a limited, non-exclusive, non-transferable right to access and use the Platform for its intended purpose during the term of their account.

Users retain ownership of content they submit (such as Role descriptions or Candidate materials) but grant TalentUnlocked a licence to use, host, and display that content as needed to operate the Platform and match Employers with Agencies.

26. Confidentiality

Each User must keep confidential any non-public information obtained about another User, a Role, or a Candidate through the Platform, and use it only for the purpose of participating in the recruitment process, save where disclosure is required by law.

27. Data Protection

TalentUnlocked and Users will each comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018, in respect of personal data processed through the Platform, including Candidate personal data.

In respect of Candidate personal data submitted to or processed through the Platform (such as a CV or other application details), TalentUnlocked acts as an independent data controller, not merely as a processor acting on an Agency's or Employer's instructions, because TalentUnlocked determines its own purposes and means of processing that data in order to operate the Platform. TalentUnlocked's processing of Candidate personal data is described in its Candidate Privacy Notice, available on the Website.

Employers and Agencies each act as an independent data controller in respect of Candidate personal data they process outside the Platform, and are responsible for having a lawful basis for that processing and for their own privacy notices where required.

Before submitting a Candidate's details to the Platform, an Agency shall inform that Candidate, in a manner consistent with the Agency's own data protection obligations, that their details will be processed through the Platform operated by TalentUnlocked, and shall direct the Candidate to TalentUnlocked's Candidate Privacy Notice. This is in addition to, and does not replace, the Right to Represent otherwise required of Agencies under these Terms.

If a User becomes aware of a personal data breach affecting personal data processed through the Platform, it shall notify TalentUnlocked without undue delay, and each party shall provide reasonable cooperation to the other in investigating and mitigating the breach and meeting any regulatory notification obligations.

28. Platform Availability and Disclaimers

TalentUnlocked will use reasonable endeavours to keep the Platform available but does not guarantee uninterrupted or error-free operation, and may suspend access for maintenance or upgrades on reasonable notice where practicable.

TalentUnlocked does not guarantee that any Role will be filled, that any Candidate will accept or remain in a Role, or any particular volume or quality of Candidates or Roles. The Platform is provided on an “as is” and “as available” basis, and, to the extent permitted by law, all implied warranties and conditions are excluded.

29. Limitation of Liability

Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded.

Subject to the first paragraph above, TalentUnlocked shall not be liable to any User for any loss, expense, damage, delay, cost, or compensation arising from or connected with TalentUnlocked, an Employer, or an Agency seeking, introducing, or failing to introduce or engage any Candidate, or from the outcome of any Introduction or Engagement.

Subject to the paragraph above, TalentUnlocked shall not be liable to any User for loss of profits, loss of business, loss of anticipated placements or Charges, or any indirect or consequential loss, however arising.

Subject to the paragraph above, TalentUnlocked's total liability to a User arising out of or in connection with these Terms in any 12-month period shall not exceed the total Charges paid, payable, or collected by TalentUnlocked in respect of that User in that period.

30. Indemnity

Each User shall indemnify TalentUnlocked against losses, costs, and claims arising from that User's breach of these Terms, breach of applicable law, or any inaccurate or misleading information that User provides through the Platform. TalentUnlocked shall indemnify a User against losses, costs, and claims arising from TalentUnlocked's breach of the Confidentiality or Data Protection clauses of these Terms. Each party's liability under this Indemnity clause is subject to the Limitation of Liability clause above.

31. Non-Solicitation of TalentUnlocked Personnel

A User shall not solicit or engage any employee or contractor of TalentUnlocked who has been involved in providing the Platform or services to that User, for a period of 12 months following the date that User ceases to use the Platform, without TalentUnlocked's prior written consent, save where that individual responds to a genuine, general recruitment advertisement not specifically targeted at TalentUnlocked staff.

32. Suspension and Termination

• Either party may terminate a User's account on [30] days' written notice.
• TalentUnlocked may suspend or terminate an account immediately for material breach of these Terms, non-payment of Charges, unlawful conduct, or conduct that risks harm to other Users or to TalentUnlocked's reputation.
• Termination does not affect Charges that have already become payable, or any rights and obligations intended to survive termination (including confidentiality, non-circumvention, intellectual property, and limitation of liability provisions).

33. Force Majeure

Neither party is liable for delay or failure to perform its obligations under these Terms (other than payment obligations) caused by events beyond its reasonable control. A party affected by such an event shall notify the other as soon as reasonably practicable, giving an estimate of the likely duration, and shall use reasonable endeavours to mitigate its effect.

If a force majeure event prevents a party from performing a material obligation for a continuous period of more than 60 days, either party may terminate the affected User's account on written notice, without liability for that termination, but without affecting any Charges already accrued.

34. Anti-Bribery, Anti-Slavery and Compliance

• Each User shall comply with the Bribery Act 2010, and shall not offer, give, request, or accept any bribe or improper payment or benefit in connection with the Platform.
• Each User shall not engage in, and shall have reasonable procedures in place to prevent, the facilitation of tax evasion under the Criminal Finances Act 2017.
• Each User warrants that it complies with the Modern Slavery Act 2015, does not use forced, bonded, or child labour, and will notify TalentUnlocked promptly if it becomes aware of any actual or suspected breach of this clause connected to its use of the Platform.
• Each User warrants that neither it, nor any of its officers or directors, is subject to any applicable trade or financial sanctions, and that its use of the Platform will not breach any applicable sanctions or export control law.

35. Complaints

Any complaint about the Platform, another User, or these Terms should be raised with TalentUnlocked at Simon.Smith@talentunlocked.ai, and will be acknowledged and investigated within a reasonable time.

36. Changes to These Terms

TalentUnlocked may update these Terms from time to time, for example to reflect changes to the Platform, Fees, or applicable law. Material changes will be notified to Users by email or via the Platform with reasonable notice before they take effect. Continued use of the Platform after changes take effect constitutes acceptance of the updated Terms.

37. General

• Assignment: a User may not assign or transfer its rights or obligations under these Terms without TalentUnlocked's prior written consent. TalentUnlocked may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Notices: notices under these Terms must be in writing and sent by email to the contact details provided on registration, or, for TalentUnlocked, to Simon.Smith@talentunlocked.ai. A notice sent by email is deemed received at the time of sending if sent before 5.00pm on a Business Day, and otherwise at 9.00am on the next Business Day.
• Waiver: a failure or delay by TalentUnlocked in exercising any right under these Terms does not operate as a waiver of that right, and a waiver of any breach does not operate as a waiver of any later breach.
• Survival: clauses which by their nature are intended to continue after these Terms end, including Confidentiality, Non-Circumvention, Anti-Avoidance, Intellectual Property, Data Protection, Payment Terms, Agency Commission and TalentUnlocked's Deduction, the Replacement and Rebate Scheme, Rebate Repayment (Agencies), Limitation of Liability, Indemnity, Non-Solicitation of TalentUnlocked Personnel, and Governing Law and Jurisdiction, remain in force after termination or expiry of a User's account, along with any Charges or rebate repayment obligations accrued but unpaid at that point.
• Severability: if any provision of these Terms is found unenforceable, the remaining provisions continue in full force and effect.
• Entire agreement: these Terms (together with any order form and policies referred to in them) constitute the entire agreement between the parties regarding the Platform, superseding prior discussions or agreements on that subject.
• Third party rights: a person who is not a party to these Terms has no right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

38. Dispute Resolution

If a dispute arises out of or in connection with these Terms, senior representatives of the parties with authority to resolve it shall use reasonable endeavours to resolve that dispute in good faith within 30 days of either party notifying the other of it, before either party commences court proceedings. This clause does not prevent either party applying for urgent injunctive relief at any time.

39. Governing Law and Jurisdiction

These Terms, and any dispute or claim arising out of or in connection with them, are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

40. Contact Us

Talent Unlocked Ltd, The Beacon, Pilgrims Lane, Caterham, United Kingdom, CR3 5BH. Company number: 16817793. Email: Simon.Smith@talentunlocked.ai. Website: www.talentunlocked.ai.