1. DEFINITIONS AND INTERPRETATION
1.1 In these Terms, unless the context otherwise requires:
“Agency” means any recruitment business that supplies Candidate data to the Platform, whether via API integration or otherwise.
“Candidate” means any individual whose profile, whether anonymised or otherwise, is made available on the Platform.
“Company” means Direct Hiring Solutions Limited, a company incorporated in England and Wales.
“Confidential Information” includes all Candidate data, Platform data, and any information derived from the Platform which is not publicly available.
“Engagement” means any employment, contract, consultancy, interim, freelance, or other commercial relationship between an Employer and a Candidate, whether direct or indirect.
“Employer” means any individual or entity accessing or using the Platform for the purpose of identifying or engaging Candidates.
“Introduction” means any process by which a Candidate’s identity is disclosed or through which an Employer is put in a position to engage a Candidate.
“Platform” means the Talent 2U Direct website, systems, and associated services.
“Profile View” means any instance where an Employer accesses or views a Candidate profile on the Platform, whether in full or in part.
1.2 References to “including” shall be construed without limitation. References to “directly or indirectly” include actions taken via third parties, affiliates, or intermediaries. Clause headings are for convenience only and shall not affect interpretation.

2. ACCEPTANCE OF TERMS
2.1 By accessing or using the Platform, the Employer agrees to be legally bound by these Terms.
2.2 The individual accepting these Terms warrants that they have authority to bind the Employer.
2.3 If the Employer does not agree, it must immediately cease use of the Platform.

3. NATURE OF THE PLATFORM
3.1 The Platform operates as a confidential recruitment marketplace enabling Employers to identify potential Candidates through anonymised profiles.
3.2 The Company is not an employer of any Candidate, is not a recruitment agency (unless expressly stated), and does not act as agent for any party.
3.3 The Company does not guarantee Candidate availability, suitability, hiring outcomes, or the accuracy or completeness of Candidate data.

4. CANDIDATE CONFIDENTIALITY AND DATA USE
4.1 Candidate profiles are presented in anonymised form and may exclude identifying information.
4.2 The Employer shall not attempt to identify any Candidate, combine Platform data with external data to identify a Candidate, or contact any Candidate outside the Platform or Agency process.
4.3 All Candidate information constitutes Confidential Information and must be treated accordingly.

5. INTRODUCTION MECHANICS 5.1 Where a Candidate is registered directly, identity is disclosed only upon Candidate consent.
5.2 Where a Candidate is represented by an Agency, the Agency retains control of the relationship and the Employer must engage via the Agency.
5.3 Employers shall not bypass the Platform or any Agency.

6. NON-CIRCUMVENTION AND INTRODUCTION FEES
6.1 The Employer shall not, directly or indirectly, identify, approach, or engage any Candidate outside the Platform or Agency introduction process.
6.2 Where an Employer undertakes a Profile View and subsequently Engages that Candidate within 12 months, the Employer shall be deemed to have been introduced to the Candidate via the Platform.
6.3 In such circumstances, the Employer shall pay an introduction fee equal to 20% of the Candidate’s first year gross remuneration.
6.4 This clause applies to Engagement directly with the Candidate, via a third party, via another agency, or through any affiliate or associated entity.
6.5 Platform records (including Profile Views, activity logs, and timestamps) shall constitute evidence of introduction.
6.6 The Employer shall not restructure engagements, delay hiring, or route engagement through third parties to avoid fees.
6.7 The Employer shall provide information reasonably requested and cooperate with compliance checks.

7. CONTACT CREDITS AND PAYMENTS
7.1 Where applicable, Employers may purchase contact credits.
7.2 Credits are non-refundable, non-transferable, and valid for 12 months unless otherwise agreed.
7.3 The Company may amend pricing and functionality at its discretion.

8. EMPLOYER OBLIGATIONS
8.1 The Employer shall use the Platform lawfully, provide accurate information, not misuse Candidate data, and comply with applicable laws.

9. INTELLECTUAL PROPERTY
9.1 All rights in the Platform are owned by or licensed to the Company. No rights are granted except as expressly set out.

10. PLATFORM AVAILABILITY
10.1 The Company does not guarantee uninterrupted access, error-free operation, or continuous availability.

11. WARRANTIES AND DISCLAIMERS
11.1 To the fullest extent permitted by law, all warranties are excluded and services are provided “as is” with no representation as to outcomes.

12. LIMITATION OF LIABILITY
12.1 The Company shall not be liable for loss of profit, revenue, opportunity, or any indirect or consequential loss.
12.2 Total liability shall not exceed fees paid in the preceding 12 months.

13. SUSPENSION AND TERMINATION
13.1 The Company may suspend access immediately, terminate accounts without notice, and restrict access during investigation.
13.2 Clauses relating to fees, liability, and confidentiality survive termination.

14. DATA PROTECTION
14.1 Personal data is processed in accordance with the Privacy Policy.

15. VARIATION 15.1 The Company may update these Terms at any time. Continued use constitutes acceptance.

16. GOVERNING LAW AND JURISDICTION
16.1 These Terms are governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.

17. CONTACT
17.1 Direct Hiring Solutions Limited – support@talent2udirect.com