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 Experts Circle platform ("Expert", "you").
1.2 Experts Circle operates as a technology platform through which independent verified professionals (Experts) introduce Candidates to Employers on their own initiative. Experts Circle 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 the Expert.
Placement – the employment or engagement of a Candidate by an Employer following introduction via the Platform.
Success Fee – the contingency fee payable by the Employer to Experts Circle upon a Placement.
Expert Share – the percentage of the Success Fee payable to the Expert, currently 75 %.
Invitation Reward – £100 payable under clause 5.
Verification Reward – £250 payable under clause 5.
Platform – the website, mobile applications and related services provided by Experts Circle.

3 Platform Services

3.1 Experts Circle provides proprietary matching technology, workflow tools and dashboards to enable introductions between Candidates and Employers (the “Services”).
3.2 Experts Circle 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 – £100 is payable when an expert you invite is accepted onto the Platform and the related Success Fee invoice is paid in full by the Employer.

5.2 Verification Reward – £250 is payable on the same conditions where you act as verifier (i.e., when a Success Fee invoice is paid in full by the Employer).

5.3 Rewards are discretionary and baseline amounts may be varied on 14 days' notice.

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

6 Fees & Payment

6.1 For each Placement, Experts Circle will pay you the Expert Share of the Success Fee within 14 days after receipt in cleared funds of the Success Fee from the Employer, subject to clause 6.2 dispute resolution.

6.2 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. Experts Circle will withhold your Expert Share pending resolution. If the dispute is upheld, no Success Fee is earned and no payment is due to you.

6.3 Experts Circle may vary the Expert Share or Success Fee structure by giving 14 days' notice via your dashboard; continued use constitutes acceptance.

6.4 You are responsible for all taxes and consent to Experts Circle issuing self-billed invoices and retaining records for six years.

7 Non-Circumvention & Non-Solicitation

7.1 For 12 months after an introduction, you shall not provide recruitment services to that Employer or Candidate outside the Platform. Breach incurs liquidated damages equal to the Success Fee plus interest.

8 Confidentiality & Data Protection

8.1 Each party shall keep the other’s Confidential Information secret. Platform algorithms and scoring methodologies are Experts Circle 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 Experts Circle retains all IP rights in the Platform, its algorithms and documentation.
9.2 You grant Experts Circle a perpetual, royalty-free licence to use any materials you upload solely for operating the Platform.

10 Performance Score & Reviews

10.1 Experts Circle may display performance metrics on your profile and adjust visibility accordingly.
10.2 The scoring methodology is 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 Experts Circle 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 Experts Circle’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. Experts Circle is not liable for indirect or consequential loss.

14 Suspension & Termination

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

15 Variation

15.1 Experts Circle may amend this Agreement by posting an updated version or notifying you. Changes take effect 14 days after notice unless required sooner by law.

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 (Private)

• Expert Share: 75 % of Success Fee
• Invitation Reward: £100
• Verification Reward: £250
  (Experts Circle may amend these figures with notice.)