RecXperts Legal Framework

1. Introduction

These Platform Terms govern the use of the RecXperts platform by Clients and Experts.

RecXperts operates a digital expert network and talent marketplace connecting organisations seeking professional expertise with independent professionals who have relevant experience.

By creating an account, submitting a RecBrief, accepting an engagement or otherwise participating on the platform, users agree to be bound by these Platform Terms.

If a user does not agree to these Terms, they must not use the platform.

2. Platform Role

RecXperts acts solely as an introducer platform facilitating introductions and engagements between Clients and Experts.

RecXperts:

• does not provide consulting services unless contracted to do so
• does not employ Experts
• does not supervise delivery of expert services
• does not guarantee the outcome or quality of advice provided
• does not determine the contractual working relationship between Clients and Experts

Experts participate as independent professionals and provide insights based on their own experience.

Any advice, opinions or information shared during engagements are provided solely by the Expert.

3. Definitions

4. Platform Membership Fees

Access to the RecXperts platform may require payment of a platform membership fee. Membership fees support the operation of the network and access to platform services. Membership fees may apply to both Clients and Experts.

Client Membership

Clients accessing the RecXperts platform may be required to pay a membership fee. Client membership fees may vary depending on factors including:

• size of the organisation
• type of organisation
• recruitment agency or professional services firm category
• platform access level

Membership provides access to the RecXperts platform but does not guarantee the availability of Experts, engagements or outcomes.

Expert Membership

Experts may access the RecXperts platform through different service tiers. Expert membership tiers may include varying levels of platform visibility, support services, or access to opportunities. Expert membership fees may vary depending on the service level selected.

Fee Changes

RecXperts may update membership fees from time to time. Written notice of at least 60 days will be provided before any fee change applies. RecXperts reserves the right to apply an annual increase in line with inflation or published rate cards.
Failure to pay membership fees may result in suspension of platform access.

5. Platform Conduct and Ethical Behaviour

All users must act professionally and ethically when using the platform.

Users must:

• provide accurate information
• maintain professional conduct
• respect confidentiality
• avoid conflicts of interest

Users must not:

• submit false information
• misuse confidential information
• harass or abuse other users
• attempt to circumvent the platform

RecXperts may suspend or terminate accounts where users breach these standards.

6. Introduced Expert Protection

Where RecXperts introduces an Expert to a Client, that Expert shall be deemed an Introduced Expert for the purposes of these Terms.

For a period of 24 months from the date of introduction, any engagement between the Client and the Introduced Expert relating to the same or substantially similar services shall be deemed to have arisen from the RecXperts introduction.

Where such engagements occur, the Client agrees that the applicable platform fees or engagement fees will apply as if the engagement had been arranged through the RecXperts platform.

This provision applies regardless of whether the engagement occurs:

• through the RecXperts platform
• directly between the Client and Expert
• through a third party acting on behalf of either party

7. Non-Circumvention

Clients and Experts introduced through the platform must not bypass RecXperts to engage directly. This restriction applies for 24 months from the date of introduction.

If a Client and Expert engage directly during this period without RecXperts involvement, the following fees apply.

These fees reflect the value of introductions facilitated by the platform. These figures represent a genuine pre-estimate of the loss sustained by RecXperts, having regard to the platform fees, operational costs and future revenue that RecXperts would reasonably have earned over the expected lifetime of the relationship had it been conducted through the platform.

8. Independent Contractor Status

Experts participating in the RecXperts network operate as independent professionals. Nothing in these Terms creates:

• an employment relationship
• a partnership
• an agency relationship

Experts are responsible for their own:

• tax obligations
• insurance
• professional compliance

RecXperts does not control how Experts perform their work.

8a. Intellectual Property

All intellectual property created by an Expert in the course of their professional experience and knowledge belongs to the Expert.

Where an Expert creates specific deliverables, outputs or materials during an engagement that is paid for by a Client, ownership of those specific deliverables shall vest in the Client upon full payment of the applicable engagement fees.

RecXperts does not claim ownership of any intellectual property created by Clients or Experts. RecXperts retains ownership solely of its own platform, brand, technology and associated intellectual property.

9. IR35 Position

RecXperts operates solely as an introducer platform connecting Clients and Experts.

RecXperts:

• does not determine working arrangements
• does not supervise services delivered by Experts
• does not control working conditions

Responsibility for determining employment status and compliance with IR35 rests with the Client and the Expert.

10. Insurance Requirements

Experts participating in the network must maintain appropriate professional insurance where required for their services. This may include:

• Professional Indemnity Insurance
• Public Liability Insurance

Experts remain responsible for ensuring adequate insurance coverage.

11. Concierge Services

RecXperts may offer Concierge Services including:

• engagement coordination
• contract facilitation
• advisory programme management
• administrative support

Such services may be subject to separate commercial agreements and pricing.

12. Right to Refuse, Suspend, Reject or Remove

RecXperts reserves the right, at its sole discretion, to refuse an application from, reject, suspend, or permanently remove any Expert or Client from the platform at any time, with or without prior notice, where RecXperts reasonably considers it appropriate to do so.

This right applies at any stage, including during onboarding, during an active engagement, or following the conclusion of an engagement.

Grounds Applicable to All Users

(a) Breach of Terms: RecXperts may suspend or remove any user who has breached, or who RecXperts has reasonable grounds to believe has breached, any provision of these Terms and Conditions, the Community Guidelines, or any other policy published by RecXperts from time to time.

(b) Conduct and Behaviour: RecXperts may suspend or remove any user whose conduct, whether on or off the platform, is reasonably considered to be harmful, offensive, threatening, discriminatory, dishonest, or otherwise inconsistent with the standards expected of those participating in the marketplace. This includes conduct directed at other users, RecXperts staff, or third parties in connection with use of the platform.

(c) Legal or Regulatory Concerns: RecXperts may refuse, suspend, or remove any user where their continued presence on the platform would, in RecXperts’ reasonable opinion, expose RecXperts or its users to legal, regulatory, reputational, or financial risk. This includes situations involving fraud, misrepresentation, identity theft, or criminal conduct.

(d) Content and Uploads: RecXperts may remove, reject, or refuse to publish any content, materials, or information submitted by any user that RecXperts considers to be inaccurate, misleading, inappropriate, infringing of third-party rights, or otherwise in violation of its content policies.

(e) Business Reasons: RecXperts reserves the right to refuse access to, or remove, any user for legitimate business reasons, including where that user’s participation conflicts with the interests, integrity, or operation of the platform or its community.

Grounds Specific to Experts

(f) Eligibility and Verification: RecXperts may refuse or reject an Expert application where the applicant does not meet eligibility criteria, fails to provide satisfactory verification documentation, or where RecXperts is unable to verify the accuracy of information submitted, including qualifications, experience, or professional status.

(g) Quality and Performance: RecXperts may suspend or remove an Expert where their work or services fall materially below the standard reasonably expected on the platform. This includes consistent negative client feedback, repeated failure to fulfil engagements, or conduct that undermines client confidence without reasonable cause.

(h) Misrepresentation of Credentials: RecXperts may immediately remove an Expert where RecXperts has reasonable grounds to believe that qualifications, experience, accreditations, or other professional claims made on their profile are false, exaggerated, or misleading.

Grounds Specific to Clients

(i) Non-Payment or Payment Disputes: RecXperts may suspend or remove a Client who repeatedly fails to fulfil payment obligations, initiates payment disputes in bad faith, or seeks to circumvent the payment processes.

(j) Misuse of the Platform: RecXperts may suspend or remove a Client who uses the platform to solicit Experts outside of agreed terms, makes unreasonable or abusive demands, or engages in conduct designed to undermine the fair operation of the marketplace.

(k) Failure to Engage in Good Faith: RecXperts may suspend or remove a Client who persistently cancels engagements without reasonable cause, provides false briefs or project descriptions, or otherwise demonstrates a pattern of conduct not consistent with good faith participation on the platform.

Consequences of Suspension or Removal

Upon suspension or removal, the user’s access to the platform, including their profile, active listings, ongoing engagements, and communications, may be immediately restricted or terminated.
RecXperts will endeavour to provide reasonable notice where it is practicable and safe to do so. RecXperts is not obligated to provide advance notice in cases of serious, urgent, or ongoing concern.
Any obligations already entered into between Experts and Clients at the time of suspension or removal will be handled in accordance with the Dispute and Cancellation Policy.

RecXperts reserves the right to withhold or delay any outstanding payments where RecXperts has reasonable grounds to suspect fraud, misrepresentation, or breach of these Terms pending the outcome of any investigation.

Appeals

Any user who believes a decision has been made in error may submit an appeal to complaints@recxperts.com within 14 days of receiving notice of the decision. RecXperts will review all appeals in good faith and respond within 10 working days.

Submitting an appeal does not automatically reinstate access to the platform. RecXperts’ decision following appeal shall be final.

13. Limitation of Liability

RecXperts provides a platform facilitating introductions between Clients and Experts.

RecXperts shall not be liable for:

• decisions made based on expert advice
• commercial outcomes arising from engagements
• indirect or consequential losses

RecXperts’ total liability shall not exceed the total platform fees paid to RecXperts during the preceding twelve months.

14. Suspension and Termination

RecXperts may suspend or terminate platform access where:

• these Terms are breached
• payment obligations are not met
• platform misuse occurs

Users may terminate their accounts at any time.

15. Force Majeure

RecXperts shall not be liable for failure to perform obligations where such failure results from events beyond reasonable control including:

• internet outages
• infrastructure failures
• government restrictions
• natural disasters

16. Governing Law

These Terms are governed by the laws of England and Wales.

Any dispute arising from these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

17. Complaints Handling

TRecXperts is committed to resolving complaints fairly and promptly. To raise a complaint, contact RecXperts at complaints@recxperts.com. RecXperts will acknowledge all complaints within 2 working days and aim to resolve them within 10 working days.

Where a complaint cannot be resolved within 10 working days, RecXperts will provide an update and an estimated resolution date.

If a user is not satisfied with the outcome, they may refer the matter to an independent dispute resolution process as set out in the Dispute and Cancellation Policy.

1. Engagement Confirmation

An engagement begins when a Client confirms a RecBrief and an Expert agrees to participate. The engagement may include:

• advisory calls
• consultations
• interviews
• mentoring sessions
• project-based support

2. Payment Model

Clients must pay engagement fees before the service begins.

For on-demand expert sessions:

• payment will be collected in advance
• funds will be held by RecXperts until the session has been confirmed as completed
• once completion is confirmed, payment will be released

For ongoing or project engagements:

• RecXperts may invoice the Client for services used in accordance with agreed commercial terms.

3. Expert Payment

Where RecXperts facilitates payment between the Client and the Expert: Experts will be paid within 14 days of RecXperts receiving payment from the Client.

4. Engagement Conduct

Experts must provide insights based on professional experience and must not disclose:

• confidential employer information
• restricted commercial information
• proprietary or protected information belonging to third parties

Clients must not request such information.

5. Completion Confirmation

An engagement is considered complete once the agreed advisory session or service has been delivered and confirmed by the Client or platform system. Following confirmation, RecXperts will release payment to the Expert where applicable.

6. Cancellation and Short Notice Fees

Where a Client confirms an Engagement with an Expert through the RecXperts platform and subsequently cancels that Engagement, the following cancellation terms shall apply.

If a Client cancels an Engagement with five or more working days’ notice, no cancellation fee shall apply.

If a Client cancels an Engagement with less than five working days’ notice, the Client shall be liable to pay a cancellation fee equivalent to 50% of the applicable engagement fee, unless a higher amount is specified in the relevant RecBrief or engagement agreement.

The cancellation fee reflects the time reserved by the Expert and the operational costs incurred by the RecXperts platform in arranging the Engagement. RecXperts reserves the right to invoice the Client for the applicable cancellation fee and may release any applicable portion of such fee to the Expert where appropriate.

7. No-Show Fees

If a Client fails to attend or participate in a scheduled Engagement at the agreed time without providing prior notice, the Engagement shall be treated as completed for billing purposes.

In such circumstances, the Client shall remain liable for the full value of the scheduled Engagement. RecXperts may release the applicable payment to the Expert to compensate for the time reserved for the Engagement.

Where an Expert fails to attend a scheduled Engagement without reasonable notice, RecXperts may:

• cancel the Engagement
• arrange a replacement Expert where possible
• take appropriate action under the platform conduct provisions

8. Rescheduling

Clients may request to reschedule an Engagement, subject to the availability of the Expert.

Where a rescheduling request is made with five (5) or more working days’ notice, RecXperts will make reasonable efforts to arrange an alternative time with the Expert.

Where a rescheduling request is made with less than five (5) working days’ notice, RecXperts may treat the request as a cancellation, and the cancellation terms outlined in Section 6 may apply.

Experts may request to reschedule an Engagement where reasonable notice is provided and subject to agreement with the Client.

9. Minimum Billing Period

Where an Engagement involves a scheduled advisory call, consultation, or session with an Expert, the Engagement shall be subject to a minimum billing period as specified in the applicable RecBrief or engagement confirmation.

Unless otherwise agreed in writing, the minimum billable duration for an Engagement shall be sixty (60) minutes.

If a Client chooses to end an Engagement before the minimum billing period has elapsed, the full minimum billing period shall remain payable. Where an Engagement extends beyond the minimum billing period, additional time may be billed in accordance with the agreed engagement terms or hourly rate.

This provision reflects the time reserved by the Expert and the operational arrangements made by RecXperts in coordinating the Engagement.

10. Expert Substitution

RecXperts may, where reasonably necessary, substitute the originally proposed Expert with another Expert possessing comparable experience or expertise.

Where an Expert becomes unavailable prior to the scheduled Engagement, RecXperts may offer the Client an alternative Expert or reschedule the Engagement.

RecXperts shall not be liable for the unavailability of any specific Expert.

1. Overview

RecXperts is committed to protecting the privacy of all users of the platform. This policy sets out how RecXperts collects, uses, stores and protects personal data in compliance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

Critical Talent Solutions Ltd trading as RecXperts is the data controller for personal data processed through the platform.

2. Data We Collect

RecXperts may collect and process the following categories of personal data:

• Identity data: name, professional title, employment history, qualifications
• Contact data: email address, phone number, location
• Profile data: areas of expertise, experience, availability, profile content
• Usage data: platform activity, engagement history, communication records
• Technical data: IP address, browser type, device information.

3. How We Use Personal Data

RecXperts uses personal data for the following purposes:

• operating and managing the platform
• facilitating introductions and engagements between Clients and Experts
• processing payments and maintaining financial records
• communicating with users about their account and engagements
• complying with legal and regulatory obligations.

The lawful bases relied upon include performance of a contract, legitimate interests, and compliance with a legal obligation.

4. Data Sharing

RecXperts will share personal data only as necessary to operate the platform. This may include:

• sharing Expert profile information with Clients for the purpose of matching and engagement
• sharing data with payment processors to facilitate transactions
• proprietary or protected information belonging to third parties
• sharing data with third-party service providers acting as data processors on behalf of RecXperts
• disclosing data where required by law or regulatory authority.

RecXperts does not sell personal data to third parties.

5. Data Retention

RecXperts retains personal data for as long as necessary to fulfil the purposes for which it was collected, including for the purposes of satisfying any legal, accounting, or reporting requirements.

Account data is retained for the duration of the user’s active membership and for a period of six years following termination of membership, unless a shorter period is required by law.

6. User Rights

Users have the following rights in respect of their personal data:

• the right to access personal data held about them
• the right to rectify inaccurate personal data
• the right to erasure in certain circumstances
• the right to restrict processing in certain circumstances
• the right to data portability
• the right to object to processing based on legitimate interests

To exercise any of these rights, users should contact RecXperts at complaints@recxperts.com.

7. Cookies

The RecXperts platform uses cookies and similar technologies to support platform functionality and improve user experience. Users may manage their cookie preferences through the platform’s cookie settings. Further information is set out in the Cookie Policy.

8. Data Security

RecXperts implements appropriate technical and organisational measures to protect personal data against unauthorised access, loss, or disclosure. These measures are reviewed and updated regularly.

9. International Transfers

Where personal data is transferred outside the United Kingdom, RecXperts will ensure that appropriate safeguards are in place in accordance with UK GDPR requirements, including the use of standard contractual clauses or equivalent mechanisms.

10. Changes to This Policy

RecXperts may update this privacy policy from time to time. Users will be notified of material changes. The current version is always available on the RecXperts platform.

11. Contact

For any data protection queries, users may contact RecXperts at complaints@recxperts.com.

1. Definitions

In this agreement, the following terms apply. Terms not defined here have the meanings given in the Platform Terms or the UK GDPR.

• Controller: the Client, who determines the purposes and means of processing personal data
• Processor: RecXperts, acting on the documented instructions of the Controller.
• Data Subject: any identified or identifiable natural person whose personal data is processed under this agreement.
• Personal Data: any information relating to a Data Subject as defined in the UK GDPR.
• Processing: any operation performed on personal data.
• Sub-processor: any third party engaged by RecXperts to carry out processing activities on behalf of the Controller.

2. Processing Details

3. Processor Obligations

RecXperts, acting as Processor, shall:

• process personal data only on documented instructions from the Controller, unless required to do so by law
• ensure that all personnel authorised to process personal data are subject to appropriate confidentiality obligations
• implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk
• not engage sub-processors without the prior written authorisation of the Controller, and impose equivalent obligations on any sub-processor engaged
• assist the Controller in responding to requests from Data Subjects exercising their rights under the UK GDPR
• assist the Controller in ensuring compliance with obligations relating to security, breach notification, data protection impact assessments and prior consultation
• at the choice of the Controller, delete or return all personal data following the end of the provision of services, and delete existing copies unless required by law to retain them
• make available to the Controller all information necessary to demonstrate compliance with this agreement and allow for and contribute to audits conducted by the Controller or its appointed auditor.

4. Sub-processors

RecXperts will maintain a list of sub-processors and will notify the Controller of any intended changes concerning the addition or replacement of sub-processors. The Controller may object to such changes on reasonable grounds within 14 days of notification.

5. International Transfers

RecXperts shall not transfer personal data outside the United Kingdom without ensuring that appropriate safeguards are in place in accordance with UK GDPR requirements. Where transfers are necessary, RecXperts will use standard contractual clauses approved by the Information Commissioner’s Office or another recognised transfer mechanism.

6. Data Breach Notification

RecXperts shall notify the Controller without undue delay, and in any event within 48 hours, upon becoming aware of a personal data breach affecting data processed under this agreement. Notification will include all information reasonably available to RecXperts to allow the Controller to comply with its own breach notification obligations.

7. Governing Law

This agreement is governed by the laws of England and Wales. Any dispute arising from this agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.