Terms of Business

These Terms of Business govern the provision of recruitment process support services by Talent Direct, a sole trader business operated by Laura Cirillo and trading as Talent Direct, to its clients. By engaging Talent Direct, the client agrees to be bound by these Terms. These Terms apply to all assignments unless expressly varied in writing by both parties.

An assignment means a specific recruitment process support engagement agreed between Talent Direct and the client, the scope of which is confirmed in writing. A candidate means any individual who applies for a role advertised or managed by Talent Direct on behalf of the client. Services means recruitment process support services, including advertising roles, managing applications, assessing candidates, coordinating interviews and providing recruitment administration and reporting.

Talent Direct provides recruitment process support services tailored to the client's requirements. Services may include distribution of job advertisements, management and organisation of candidate applications, CV screening, preparation of candidate shortlists and summaries, candidate communication, interview scheduling and recruitment administration.

The precise scope of services for each assignment will be confirmed in writing before commencement. Talent Direct provides recruitment process support services only, does not act as an employment agency introducing candidates for a placement fee, does not charge placement or success fees and does not guarantee any recruitment outcome. All hiring decisions remain the sole responsibility of the client.

Talent Direct is not a regulated employment agency or employment business for the purposes of the Employment Agencies Act 1973 or the Conduct of Employment Agencies and Employment Businesses Regulations 2003. Talent Direct does not introduce candidates to clients for a fee and does not operate under those Regulations.

The client acknowledges that services are provided on a process management basis only, no placement fee, introduction fee or success fee is payable, and Talent Direct's obligations are limited to those set out in these Terms and any applicable assignment confirmation.

Any material change to the agreed scope of services for an assignment must be agreed in writing by both parties before implementation and may result in a revision to the applicable fees. No oral variation to the scope of an assignment shall be binding on Talent Direct.

Fees are charged for the provision of services only and not for the introduction or placement of candidates. Fees may be structured as a fixed project fee, monthly service fee or per-assignment fee, as agreed in writing before commencement. All fees are exclusive of VAT, which will be charged at the applicable rate.

Advertising costs are not included within service fees unless expressly agreed in writing. Where Talent Direct arranges advertising on behalf of the client, advertising costs must be paid in advance, advertising will be charged at cost unless otherwise agreed, and advertising fees are non-refundable once advertisements have been placed.

Invoices are payable within 14 days of the invoice date unless otherwise agreed in writing. Talent Direct may charge statutory interest on overdue invoices, recover reasonable collection costs and suspend services where invoices remain unpaid beyond agreed payment terms.

The client agrees to provide accurate, complete and up-to-date job descriptions, role requirements and candidate criteria; provide feedback on shortlisted candidates within 3 to 5 working days; make all final hiring decisions; comply with applicable employment and right-to-work legislation; and notify Talent Direct of recruitment outcomes where relevant.

The client is solely responsible for ensuring recruitment decisions comply with applicable employment law, including the Equality Act 2010 and the Immigration, Asylum and Nationality Act 2006. Talent Direct does not provide immigration or legal advice.

Talent Direct will exercise reasonable care when screening candidate applications, but gives no warranty as to the accuracy or completeness of information provided by or in respect of a candidate.

The client remains solely responsible for verifying references, qualifications, background checks, right-to-work status and overall suitability before making any hiring decision. Talent Direct does not charge any introduction or finder's fee in respect of candidates processed through the services.

All materials, templates, reports, systems and processes created by Talent Direct in connection with the services remain the intellectual property of Talent Direct. The client is granted a non-exclusive, non-transferable licence to use such materials solely for its internal recruitment purposes during the relevant assignment.

Each party agrees to keep confidential all confidential information of the other party obtained in connection with the services and not to disclose such information to any third party without prior written consent, except where required by law, regulation or court order. Candidate information must be used solely for the relevant recruitment process.

Both parties shall comply with applicable data protection legislation, including UK GDPR and the Data Protection Act 2018. For the purposes of applicable data protection legislation, the client acts as Data Controller and Talent Direct acts as Data Processor, unless otherwise agreed in writing.

Talent Direct will process candidate personal data only for the purpose of providing services and in accordance with the client's reasonable written instructions. Where required, the parties shall enter into a separate data processing agreement reflecting Article 28 UK GDPR requirements.

Talent Direct shall maintain appropriate professional indemnity insurance throughout the term of each assignment in such amount as is reasonable and customary for a business providing services of this nature. Evidence of cover can be provided upon reasonable written request.

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

Talent Direct shall not be liable for hiring decisions made by the client, the performance, conduct or suitability of any candidate, indirect or consequential loss, or loss of profit, revenue, business, goodwill or anticipated savings. Talent Direct provides services with reasonable skill and care but does not guarantee any recruitment outcome.

Subject to the exclusions above, Talent Direct's total aggregate liability to the client arising out of or in connection with any assignment shall not exceed the total fees paid by the client for that assignment.

The client shall indemnify Talent Direct from claims, losses, damages, liabilities, costs and expenses arising from hiring decisions made by the client, inaccurate or misleading information provided by the client, or any breach of applicable employment, equality or data protection legislation by the client.

Talent Direct will perform the services with reasonable skill and care and in accordance with good industry practice. The services are administrative and advisory in nature and do not constitute employment, legal, immigration or financial advice. Talent Direct operates as an independent service provider.

Neither party shall be in breach of these Terms nor liable for delay or failure to perform obligations where caused by circumstances beyond reasonable control, including natural disasters, epidemic or pandemic, industrial disputes, technical failures or governmental restrictions.

Either party may terminate a specific assignment or these Terms immediately by written notice if the other party commits a material breach and fails to remedy it within 10 working days, or if an insolvency event occurs.

Talent Direct may also terminate where any invoice remains unpaid for more than 30 days beyond its due date, or where the client acts in a way that may bring Talent Direct into disrepute or expose it to material legal or regulatory risk. On termination, outstanding invoices and accrued fees remain payable.

Provisions relating to intellectual property, confidentiality, data protection, limitation of liability, indemnity, non-solicitation and non-circumvention, limitation period, governing law and jurisdiction, and any other provision intended to survive termination, shall continue after termination or expiry.

Standard service packages include management of up to 150 applications per role. Where application volumes materially exceed this level, Talent Direct may revise the scope of services or applicable fees, subject to prior written agreement. Talent Direct reserves the right to pause application processing until revised terms are agreed.

The client should provide feedback on candidates and recruitment decisions within 3 to 5 working days. Talent Direct shall not be responsible for candidate withdrawal or recruitment delays resulting from late or incomplete responses by the client.

The client shall not, during the term of any assignment and for 12 months following completion or termination, directly or indirectly solicit, engage, employ or seek to employ personnel of Talent Direct involved in service delivery without prior written consent.

The client shall not directly contact, approach or seek to engage candidates introduced or presented through the services with the intention of circumventing Talent Direct, replicate Talent Direct's recruitment processes or methodologies for a similar campaign without engaging Talent Direct, or refer candidates introduced by Talent Direct to a third party without consent.

If either party has a complaint or dispute, that party shall notify the other in writing, setting out the nature of the issue in reasonable detail. The parties shall seek to resolve the matter through good faith discussion before pursuing legal remedies.

Notices to Talent Direct should be sent to Talent Direct, Springfield, Alderholt Road, Fordingbridge, SP6 1PR or info@talent-direct.co.uk. Notices shall be deemed received when delivered by hand, on the second working day after first class post, or at the time of email transmission provided no delivery failure notification is received.

These Terms do not create third-party rights. No waiver shall be effective unless clearly given. Each party shall comply with applicable anti-bribery and anti-corruption laws. These Terms, together with any written assignment confirmation, constitute the entire agreement between the parties in respect of the services.

No claim arising out of or in connection with an assignment may be brought more than 12 months after completion or termination of that assignment. If any provision is found invalid or unenforceable, the remaining provisions shall continue in full force.

The client agrees that Talent Direct may reference the client's name and, where applicable, logo in marketing materials and on the website as an example of client engagement, unless the client objects in writing within 14 days of commencement. The client may not assign or transfer rights or obligations without prior written consent.

These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales. Each party submits to the exclusive jurisdiction of the courts of England and Wales.