Terms & Conditions

In these Terms & Conditions, the following definitions apply:

Talent Connect SA Ltd is a company registered in England and Wales. Our registered address is [Registered address]. Our company registration number is [Company number].

We trade as Talent Connect SA and Talent Connect Global. References to either trading name in any Engagement Letter or correspondence are references to Talent Connect SA Ltd.

You can contact us at:

• Email: info@talentconnectsa.co.uk
• Phone: +44 01202 138001
• Website: www.talentconnectsa.co.uk

Talent Connect SA provides specialist operational support services to early years and childcare providers across England. Our current service lines are:

The precise scope of services for any individual engagement is set out in the relevant Engagement Letter. These Terms apply to all service lines unless a specific service line's Engagement Letter expressly states otherwise.

A binding contract between you and Talent Connect SA is formed when one of the following occurs:

• You sign or provide written acceptance of an Engagement Letter or statement of work issued by us.
• You make a payment (including a deposit) in respect of our services.
• You confirm acceptance of a proposal by email or other written communication.
• You begin receiving services from us following an agreed commencement date.

These Terms & Conditions are incorporated into every engagement and apply alongside the Engagement Letter. In the event of any conflict between these Terms and an Engagement Letter, the Engagement Letter takes precedence in respect of the specific matter in question.

4.1 Variations

Any changes to the agreed scope of services must be agreed in writing by both parties before the change takes effect. We reserve the right to adjust fees where a scope change results in materially increased work, and we will notify you in advance of any such adjustment.

4.2 Subcontracting

We may subcontract or delegate elements of the Services to qualified third parties, including our partner immigration lawyers for regulated immigration matters. We remain responsible for the overall delivery of the Services and for ensuring that any subcontractors meet appropriate standards.

To enable us to deliver the Services effectively, you agree to:

• Provide us with accurate, complete, and up-to-date information, access, and documentation reasonably required to perform the Services.
• Designate a named point of contact who has authority to give instructions and make decisions on your behalf in a timely manner.
• Grant us the system access, user permissions, and credentials necessary to perform agreed tasks within your platforms.
• Inform us promptly of any changes to your business, regulatory status, or circumstances that may affect the Services or our ability to deliver them.
• Ensure that any information or data you provide to us does not infringe any third-party rights and that you have the authority to share it.
• Retain legal and operational responsibility for decisions that are yours to make — including safeguarding decisions, employment decisions, signing statutory declarations, and all decisions reserved to you in the Engagement Letter.
• Keep your contact and billing information current and notify us of any changes promptly.

6.1 Fees

Fees for the Services are as set out in the relevant Engagement Letter. Unless otherwise specified, fees are quoted exclusive of VAT, which will be added at the prevailing rate where applicable.

6.2 Invoicing

• Subscription and retainer fees are invoiced monthly in advance, on or around the first day of each service month.
• Project-based fees are invoiced in line with the payment schedule in the Engagement Letter. Where no schedule is specified, invoices are issued on completion of the relevant milestone or deliverable.
• Recruitment fees are invoiced in stages aligned to agreed milestones (e.g. candidate acceptance, visa issue, start date) as set out in the relevant Engagement Letter.
• Ad-hoc and hourly work is invoiced monthly in arrears based on time recorded.

6.3 Payment terms

Payment is due within 14 days of the invoice date unless otherwise agreed in writing. Payment must be made by bank transfer, direct debit, or any other method we agree in writing. We do not accept payment by cash.

6.4 Late payment

If payment is not received by the due date, we reserve the right to:

• Charge statutory interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998.
• Suspend delivery of the Services (with notice) until the overdue amount and any applicable interest is paid in full.
• Terminate the engagement in accordance with Clause 12 if payment remains outstanding for more than 30 days after the due date.

6.5 Expenses

We will not incur expenses on your behalf without prior written approval. Where approved expenses are incurred, they will be invoiced at cost with supporting receipts.

6.6 Fee reviews

We reserve the right to review subscription and retainer fees annually. We will give you no less than 30 days' written notice of any fee increase. Continued use of the Services after the notice period constitutes acceptance of the revised fees.

7.1 Our intellectual property

All intellectual property rights in our methodologies, tools, templates, know-how, training materials, software, and any pre-existing materials we use in the delivery of the Services remain the property of Talent Connect SA Ltd. Nothing in these Terms transfers ownership of our intellectual property to you.

7.2 Deliverables

Upon receipt of full payment of all fees due, we grant you a non-exclusive, non-transferable licence to use Deliverables produced specifically for you under an engagement, for your own internal business purposes. This licence does not permit you to resell, sublicence, or distribute Deliverables to third parties without our prior written consent.

7.3 Your intellectual property

You retain ownership of all data, documents, systems, and materials that you provide to us. You grant us a limited licence to access and use such materials solely to the extent necessary to deliver the Services.

7.4 Website content

All content on this Website — including text, graphics, logos, icons, and software — is the property of Talent Connect SA Ltd or our licensors and is protected by applicable copyright and intellectual property laws. You may not reproduce, distribute, or create derivative works from any Website content without our express written permission.

Both parties agree to keep Confidential Information received from the other party strictly confidential, and not to disclose it to any third party except:

• With the prior written consent of the disclosing party.
• To employees, contractors, or professional advisers who have a need to know and are bound by equivalent confidentiality obligations.
• Where required by law, court order, or a regulatory authority with appropriate jurisdiction.

This obligation of confidentiality survives the termination of any engagement for a period of five years, except in relation to trade secrets, which are protected indefinitely.

Both parties agree to comply with their respective obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 in connection with any personal data processed in the course of the Services.

9.1 Data controller and processor roles

Where we process personal data on your behalf as part of an outsourced administration or staffing service, we act as a data processor and you are the data controller. In such cases, a Data Processing Agreement (DPA) must be in place before processing begins. We will provide a standard DPA template on request.

Where we collect and process personal data about your employees, directors, or contacts for the purpose of managing the commercial relationship (e.g. billing, account management), we act as an independent data controller. Our Privacy Policy applies in this context.

9.2 Security

We maintain appropriate technical and organisational measures to protect personal data against unauthorised access, loss, or disclosure. You agree to implement equivalent security standards for any personal data you share with us.

9.3 Data breaches

Each party agrees to notify the other without undue delay (and in any event within 24 hours of becoming aware) of any personal data breach that may affect the other party's data or obligations.

10.1 Our warranties

We warrant that:

• We will deliver the Services with reasonable care, skill, and diligence.
• We have the authority and capability to enter into and perform our obligations under these Terms.
• Our staff and subcontractors engaged in delivering the Services have appropriate training and competence for the tasks assigned to them.

10.2 Excluded liabilities

To the maximum extent permitted by law, we exclude liability for the following categories of loss:

10.3 Liability cap

Subject to Clause 10.2, our total aggregate liability to you in connection with any engagement — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the total fees paid by you to us under the relevant Engagement Letter in the 12 months immediately preceding the event giving rise to the claim.

Certain regulated activities fall outside the scope of services we provide directly. You should be aware of the following boundaries:

11.1 Legal and immigration advice

Talent Connect SA does not provide regulated legal services or regulated immigration advice. Our Employment Law & HR Advisory service provides practical guidance and documentation support within permitted scopes. Regulated legal services — including settlement agreements, Employment Tribunal advocacy, and solicitor-client advice — are referred to qualified legal practitioners.

Regulated immigration advice in connection with our International Recruitment service is provided by our partner immigration lawyers (Talent Connect Global). Talent Connect SA coordinates the process but does not provide regulated immigration legal advice.

11.2 Financial and tax advice

Our Business Consultancy service includes financial modelling and business planning support. This does not constitute regulated financial advice, tax advice, investment advice, or accountancy services. Clients should seek advice from an authorised financial adviser or accountant where regulated advice is required.

11.3 Health & Safety

Our Health & Safety Advisory service is delivered remotely. We do not carry out physical site inspections or on-site assessments. All advice is based on information provided by the client. Our service does not replace the client's own statutory responsibilities as an employer under the Health and Safety at Work etc. Act 1974.

11.4 Safeguarding decisions

We provide administrative and process support in connection with safeguarding-related HR matters. Safeguarding decisions — including the identification, escalation, and reporting of child protection concerns — remain the sole responsibility of the client's designated safeguarding lead and the setting as a whole. We never direct safeguarding decisions.

12.1 Termination by either party

Either party may terminate a service engagement by giving the notice period set out in the relevant Engagement Letter. Where no notice period is specified, the following defaults apply:

• Subscription and retainer services: 30 days' written notice.
• Project-based engagements: 14 days' written notice, subject to payment for work completed to the date of termination.
• Recruitment engagements: termination terms are specific to the recruitment Engagement Letter and staged payment schedule.

12.2 Termination for cause

Either party may terminate an engagement immediately by written notice if the other party:

• Commits a material breach of these Terms or the Engagement Letter and (where the breach is capable of remedy) fails to remedy it within 14 days of written notice requiring it to do so.
• Becomes insolvent, enters administration, receivership, or liquidation, or makes any arrangement with its creditors.
• Engages in conduct that, in our reasonable opinion, damages or is likely to damage our reputation or that of our staff.

12.3 Consequences of termination

• You remain liable to pay all fees for services delivered up to and including the termination date.
• Fees paid in advance for services not yet delivered will be refunded on a pro-rata basis, except where termination is for cause attributable to you.
• Each party will promptly return or destroy the other's Confidential Information on request, subject to any legal retention obligations.
• Clauses relating to intellectual property, confidentiality, data protection, liability, and governing law survive termination.

By accessing and using our Website, you agree to the following conditions of use:

• You will use the Website only for lawful purposes and in a way that does not infringe the rights of others or restrict or inhibit their use and enjoyment of the Website.
• You will not attempt to gain unauthorised access to any part of the Website, its hosting infrastructure, or any connected systems.
• You will not upload, post, or transmit any material that is unlawful, harmful, defamatory, offensive, or in breach of any third-party rights.
• You will not use any automated tools (including bots, scrapers, or crawlers) to extract data from this Website without our express written consent.

13.1 Website availability

We aim to keep the Website available at all times but do not guarantee uninterrupted access. We may take the Website offline for maintenance, updates, or reasons beyond our reasonable control. We are not liable for any loss arising from Website downtime.

13.2 Accuracy of Website content

Website content is provided for general information only. While we take reasonable care to keep it accurate and up to date, we make no warranty as to its completeness or accuracy. Nothing on this Website constitutes professional advice and should not be relied on as such without engaging our services directly.

Our Website may contain links to third-party websites, tools, and platforms. These links are provided for your convenience only. We have no control over the content or availability of third-party sites and do not endorse, warrant, or accept any responsibility for them.

Similarly, we may reference or recommend third-party software platforms (such as nursery management systems, HR tools, or Microsoft 365) as part of our service delivery. We are not responsible for the availability, performance, or data handling practices of such third-party platforms.

Neither party will be liable for any failure or delay in performing its obligations under these Terms or an Engagement Letter where that failure or delay is caused by circumstances beyond its reasonable control, including but not limited to:

• Natural disasters, flood, fire, or extreme weather events.
• Pandemic, epidemic, or public health emergency.
• Acts of government, regulatory action, or change in applicable law.
• Failure of third-party networks, infrastructure, or internet connectivity.
• Industrial action by a third party.

The affected party must notify the other as soon as reasonably practicable and take all reasonable steps to mitigate the impact of the force majeure event. If the event continues for more than 60 consecutive days, either party may terminate the affected engagement on 14 days' written notice without liability, subject to payment for services already delivered.

These Terms & Conditions and any engagement governed by them are subject to the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms or any engagement.

16.1 Dispute resolution

Before commencing formal legal proceedings, both parties agree to attempt to resolve any dispute informally. Either party may escalate a dispute by written notice, following which both parties will make a good-faith effort to resolve the matter through discussion within 20 business days. If unresolved, either party may refer the matter to mediation before pursuing litigation.

We may update these Terms & Conditions from time to time to reflect changes in our services, legal requirements, or business practices. When we make material changes, we will:

• Update the "Last updated" date at the top of this page.
• Notify active clients by email at least 30 days before the changes take effect.
• Post a notice on our website where appropriate.

For new visitors and prospective clients, the version of these Terms published on the Website at the time of engagement governs the relationship. Continued use of our services after notification of changes constitutes acceptance of the updated Terms. If you do not accept the updated Terms, you may terminate your engagement in accordance with Clause 12.

If you have any questions about these Terms & Conditions, or wish to raise a concern about an engagement, please contact us:

• Email: info@talentconnectsa.co.uk
• Phone: +44 01202 138001
• Managing Director: Micah Faure — micah.faure@talentconnectsa.co.uk
• Post: Talent Connect SA Ltd, [Registered address]