Experts Services Agreement

1 Introduction

1.1 This Experts Services Agreement (the "Agreement") is entered into between Experts Circle Ltd, a company incorporated in England & Wales, and the individual or entity registering as an expert on the ExpertsCircle platform ("Expert", "you").
1.2 ExpertsCircle operates as a technology platform through which independent verified professionals (Experts) introduce Candidates to Employers on their own initiative. ExpertsCircle does not itself introduce Candidates to Employers, find workers employment, or find Employers workers.
1.3 By ticking the acceptance box or continuing to use the Platform you agree to be bound by this Agreement.

2 Definitions & Interpretation

Candidate – an individual whose details are submitted by an Expert.
Placement – the employment or engagement of a Candidate by an Employer following introduction via the Platform.
Start Date – the first day on which the Candidate starts work for the Employer.
Introduction Date – the day the Employer agrees to view the Candidate on the Platform.
Success Fee – the contingency fee payable by the Employer to ExpertsCircle upon a Placement, excluding VAT.
Hiring Manager – an individual who uses the Platform to hire on behalf of an Employer.
Voucher – the Expert who vouched for the Candidate who is hired.
Manager Introducer – for a Hiring Manager, the Expert whose introduction that Hiring Manager accepted first (by agreeing to view the Candidate, or by accepting the Expert's request to connect), where the introduction was sent before the Hiring Manager signed up to the Platform and was accepted within 30 days of being sent. It is recorded once and does not change. Introductions made by ExpertsCircle do not count. A Hiring Manager who signs up on their own has no Manager Introducer. A Hiring Manager reached through an email ExpertsCircle sent for you because you could not reach them ("I can't reach them") does not make you their Manager Introducer, even though the email goes in your name. It earns no Manager Share and no head start. You still earn the Voucher's share if your Candidate is hired.
Voucher Share – the percentage of the Success Fee payable to the Voucher, set in Schedule 1.
Manager Share – the percentage of the Success Fee payable to the Manager Introducer, set in Schedule 1.
Counted Placement – a Placement whose invoice is not cancelled under clause 6.5.
Manager Share Period – for a Hiring Manager, their first Counted Placement through the Platform (whenever it happens) and every Placement whose Start Date is within 12 months after that first Counted Placement's Start Date.
Invitation Reward – the amount in Schedule 1, payable under clause 5.
Verification Reward – the amount in Schedule 1, payable under clause 5.
Platform – the website, mobile applications and related services provided by ExpertsCircle.

3 Platform Services

3.1 ExpertsCircle provides proprietary matching technology, workflow tools and dashboards to enable introductions between Candidates and Employers (the “Services”).
3.2 ExpertsCircle may modify the Services provided the core functionality is not materially diminished.

4 Expert Obligations

4.1 You must exercise reasonable skill and care when identifying and recommending Candidates.
4.2 You shall not misrepresent Candidate qualifications or right-to-work status and must flag any doubts.
4.3 You will comply with all applicable law, including the Equality Act 2010, Bribery Act 2010 and UK GDPR.
4.4 Deliberate misrepresentation or verifying an unqualified expert constitutes a material breach.

5 Invitation & Verification Rewards

5.1 Invitation Reward – if you invite an expert who is accepted onto the Platform, you earn the Invitation Reward once, when that expert has their first paid Placement: the first Placement on which they are paid a Voucher Share or a Manager Share under clause 6.

5.2 Verification Reward – if your approval is the one that accepts a new expert onto the Platform, you earn the Verification Reward once, when that expert has their first paid Placement (as in clause 5.1). Where several Experts are asked to verify, only the Expert whose approval counts earns it.

5.3 No Verification Reward is paid when ExpertsCircle verified the expert, or when the expert who invited them also verified them.

5.4 Rewards are one level only: you earn nothing for experts invited or verified by an expert you invited or verified.

5.5 Rewards are paid at the same time as the Voucher Share for that first paid Placement (clause 6.4).

5.6 Mis-verification or collusion forfeits rewards and may trigger claw-back, rating downgrade and termination.

6 Fees & Payment

6.1 Voucher Share. For each Placement, ExpertsCircle will pay the Voucher the Voucher Share of the Success Fee.

6.2 Manager Share. For each Placement made by a Hiring Manager within their Manager Share Period, ExpertsCircle will pay the Manager Introducer the Manager Share of the Success Fee, on any role and whichever Expert's Candidate is hired. Where you are both the Voucher and the Manager Introducer, you receive both shares.

6.3 Head start. When a Hiring Manager for whom you are the Manager Introducer puts a role live while you can still earn the Manager Share on their Placements (before their first Counted Placement, or within 12 months after its Start Date), you get a head start of up to 7 days on that role. While it lasts, other Experts cannot introduce Candidates to that Hiring Manager. The head start ends at the earliest of (a) the end of the response time shown on the role, if you have not responded by then (by introducing a Candidate to the role or confirming that you are working on it), (b) 7 days after the role goes live, and (c) you opening the role to other Experts. There is no head start if your account is inactive or blocked when the role goes live.

6.4 Payment. ExpertsCircle pays each share by self-billed invoice within 14 days after the latest of (a) the day ExpertsCircle receives the Success Fee from the Employer in cleared funds, (b) the day you have added to your profile the bank details and address needed for the self-billed invoice and payment, and (c) the 31st day after the Start Date, subject to clauses 6.5 and 6.6.

6.5 Early leavers. If the Employer's invoice for a Placement is cancelled because the Candidate leaves within 30 days of the Start Date (under the Employer's terms), no Success Fee is earned and nothing is due to you for that Placement. A Placement cancelled in this way is not a Counted Placement: it does not start the Manager Share Period. If the Success Fee later falls due again because the Employer re-engages the Candidate, your share is due on that fee.

6.6 Disputes. If an Employer disputes the Placement or claims the Candidate did not meet the agreed qualifications, the parties agree to resolve the dispute in good faith. ExpertsCircle will withhold your share pending resolution. If the dispute is upheld, no Success Fee is earned and no payment is due to you.

6.7 Employees of the hiring company. If you are employed by the Employer that makes the Placement, no Manager Share is paid to you for that Placement unless the Employer has agreed in writing that you may receive it. ExpertsCircle records that consent against the Placement before paying. You may still vouch for Candidates and earn the Voucher Share as normal.

6.8 Figures. The shares and rewards are set in Schedule 1. They change only by a new version of this Agreement, which you are asked to accept. Each Placement keeps the figures of the version in force on its Introduction Date; a later version never changes what is due on an existing Placement.

6.9 You are responsible for all taxes and consent to ExpertsCircle issuing self-billed invoices and retaining records for six years.

7 Non-Circumvention & Non-Solicitation

7.1 Platform-matched jobs. (a) Jobs posted by an Employer. If the Platform lists an Employer's posted job for you or tells you about it, you will not provide recruitment services to that Employer outside the Platform for 12 months from that day. (b) Jobs we find. If the Platform shows you a job found in a public source, you will not provide recruitment services to that Employer outside the Platform for 12 months from the day you first act on it. You act on a job when you create a role from it, make a share link for it, or send an introduction for it. Seeing a job, opening it or receiving a message about it is not acting on it. (c) This clause does not cover a job you add to the Platform yourself. Clause 7.2 applies to those.

7.2 Employers you bring. If you bring an Employer to the Platform yourself, for 12 months after you recommend a Candidate to that Employer you will not place that Candidate with that Employer outside the Platform.

7.3 Breach. If you breach clause 7.1 or 7.2, you owe ExpertsCircle the Success Fee it would have earned on that Placement, plus statutory interest from the day the Candidate starts work.

7.4 A vouch is an opinion. A vouch is your honest opinion of what you examined. It is not a guarantee of the Candidate's performance, and neither you nor ExpertsCircle is liable if a hire does not work out.

8 Confidentiality & Data Protection

8.1 Each party shall keep the other’s Confidential Information secret. Platform algorithms and scoring methodologies are ExpertsCircle IP and Confidential Information.
8.2 The parties are independent data controllers and shall comply with UK GDPR. Candidate data may be used only for recruitment via the Platform.

9 Intellectual Property

9.1 ExpertsCircle retains all IP rights in the Platform, its algorithms and documentation.
9.2 You grant ExpertsCircle a perpetual, royalty-free licence to use any materials you upload solely for operating the Platform.

10 Performance Score & Reviews

10.1 ExpertsCircle may show performance information on your profile, such as your points and your track record.
10.2 ExpertsCircle decides which Experts are offered jobs and verification requests using its own criteria, which may include track record, skills, recent activity and how fairly work is spread between Experts.
10.3 The scoring and selection methods are proprietary and subject to change.

11 Independent Contractor Status

11.1 Nothing in this Agreement creates an employment, partnership or agency relationship. You act as an independent contractor and are responsible for your own insurance.

12 Warranties & Indemnities

12.1 You warrant that all information supplied is accurate and lawful.
12.2 You indemnify ExpertsCircle for losses arising from your breach, negligence or unlawful conduct.

13 Limitation of Liability

13.1 Nothing limits liability for death, personal injury or fraud.
13.2 ExpertsCircle’s aggregate liability in any 12-month period is capped at the greater of £1,000 or 25 % of the last Success Fee paid to you. ExpertsCircle is not liable for indirect or consequential loss.

14 Suspension & Termination

14.1 Either party may terminate on 30 days’ notice.
14.2 ExpertsCircle may suspend or terminate immediately for breach or risk to the Platform.
14.3 Clauses 6, 7, 8, 9, 12, 13 and 16 survive termination.

15 Variation

15.1 ExpertsCircle may amend this Agreement by posting an updated version or notifying you. Changes take effect 14 days after notice unless required sooner by law. A change to the figures in Schedule 1 is made only as set out in clause 6.8.

16 Governing Law & Dispute Resolution

16.1 This Agreement is governed by the law of England & Wales and the courts of England & Wales have exclusive jurisdiction.

17 Force Majeure

17.1 Neither party is liable for failure caused by events beyond reasonable control.

18 General

18.1 This Agreement constitutes the entire agreement between the parties.
18.2 If any provision is held invalid, it shall be modified to achieve its intent; the remainder continues in force.
18.3 Failure to enforce any provision is not a waiver.

Schedule 1 – Commercial Terms

• Voucher Share: 50 % of the Success Fee
• Manager Share: 15 % of the Success Fee (65 % in total when you are both Voucher and Manager Introducer)
• Manager Share Period: the Hiring Manager's first Counted Placement (one whose invoice is not cancelled), and every Placement with a Start Date within 12 months after its Start Date
• Head start on each role from a Hiring Manager you introduced: up to 7 days from the day it goes live; it ends sooner if you have not responded within the time shown on the role, or if you open the role to other Experts
• Invitation Reward: £100, once, on the invited expert's first paid Placement
• Verification Reward: £250, once, on the verified expert's first paid Placement
• Early-leaver period: 30 days from the Start Date; payout from day 31
• Example: a £60,000 first-year base salary gives a Success Fee of £9,000. The Voucher receives £4,500 and the Manager Introducer £1,350; one Expert doing both receives £5,850.

(These figures change only by a new version of this Agreement; see clause 6.8.)