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. Reasonable notice will be provided before changes apply. 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. Acceptable Use

Users must not:

• misuse the platform
• attempt to extract platform data
• misuse confidential information
• disrupt the operation of the platform

RecXperts reserves the right to suspend or terminate accounts where misuse occurs.

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.

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.

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.