TERMS OF SERVICE

Last Updated: 20 July 2026

These Terms of Service constitute a legally binding contract. Please read these Terms of Service carefully before accessing, registering with, or using the Platform or Services. By accessing, registering on, or using http://talent-nest.com/ (the "Website") or the related mobile applications and digital services, you agree to be bound by these Terms, all applicable laws, and all additional policies and guidelines incorporated by reference. If you do not agree to these Terms in their entirety, you must immediately cease all access to and use of the Website and Services.

1. SECTION 1: DEFINITIONS AND INTERPRETATION
   1. Definitions

In these Terms of Service (unless the context otherwise requires), the following words and expressions shall have the following meanings:

• "Account" means the personalized digital profile, member page, and administrative workspace established, maintained, and secured by a User or a Freelancer on the Platform, which serves as the primary interface enabling access to, communication on, and transaction through the Platform's digital tools, infrastructure, and services.
• "Account Balance" means the nominal credit balance of prepaid funds held within a User’s Account, representing prepaid credits purchased by the User from the Company and solely intended to be utilized, drawn down, or allocated to purchase Freelancer Services or settle Platform Fees within the Platform.
• "Affiliate" means, in relation to any entity, any other entity that directly or indirectly Controls, is Controlled by, or is under common Control with that entity from time to time (where "Control" means the beneficial ownership of more than 50% of the issued share capital or the legal power to direct or cause the direction of the general management and policies of that entity, whether through the ownership of voting capital, by contract, or otherwise).
• "Business Day" means any day other than a Saturday, Sunday, or an official bank or public holiday in London, England, on which clearing banks are open for general retail banking business.
• "Chargeback" means the formal disputation, reversal, cancellation, or clawback of a payment transaction initiated by a User or their card issuer, bank, or payment processor, resulting in the return of funds to the payer outside the Platform’s designated settlement channels.
• "Company" means ADVIRAT LTD, a private limited company incorporated and registered under the laws of England and Wales with company number 17327895, whose registered office is at 167 - 169 Great Portland Street, 5th Floor, London, England, W1W 5PF.
• "Complaint" means a formal, written statement of grievance, dispute, or non-compliance submitted by a User to the Company in accordance with the informal dispute resolution procedures set forth herein.
• "Confidential Information" means all information of a confidential nature (whether written, oral, electronic, or in any other form) disclosed by or on behalf of one party to another party, or otherwise obtained by a party in connection with these Terms, including but not limited to business plans, customer lists, financial data, software, source code, trade secrets, proprietary algorithms, and negotiations between the parties.
• "Deliverables" means any and all tangible or intangible work product, files, software, code, designs, text, reports, graphics, video, audio, or other materials created, developed, or delivered by a Freelancer to a User in the performance of, or as part of, the Freelancer Services under a Service Contract.
• "Dispute" means a formal commercial disagreement between a User and a Freelancer concerning the quality, completeness, delivery, timeliness, or conformity of the Freelancer Services, or the release or retention of Project Funds, which is submitted to the Platform's dispute resolution mechanism.
• "Eligibility Criteria" means the age, geographical, legal, and regulatory requirements that must be met and maintained by any person wishing to access or use the Website, Platform, or Services as defined in these Terms.
• "Exclusivity Period" means the period of six (6) calendar months commencing on the exact date on which a User and a Freelancer first make contact, identify, or communicate with each other through or via the Platform.
• "Force Majeure Event" means any event or circumstance beyond a party's reasonable control, including but not limited to acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, extreme weather, plague, pandemic, epidemic, widespread power outage, or telecommunication failure.
• "Freelancer" means any individual, sole trader, partnership, or corporate entity registered on the Platform who offers, advertises, sells, performs, or delivers professional services, tasks, or Projects to Users through the Platform's infrastructure.
• "Freelancer Services" means the professional services, intellectual tasks, software development, consulting, creative work, and associated Deliverables performed, rendered, or provided by a Freelancer to a User pursuant to a Service Contract.
• "Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, moral rights, trademarks, service marks, trade names, business names, domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
• "KYC" means Know Your Customer, referencing the identity verification, screening, and regulatory due diligence procedures carried out by the Company.
• "Platform" means the Website, the mobile applications, the application programming interfaces (APIs), the digital tools, and the online marketplace system operated and managed by the Company.
• "Platform Fees" means the service charges, administrative fees, commission percentages, transaction fees, and other charges levied by the Company for the provision, maintenance, and facilitation of the Platform and Services.
• "Project" means a specific, discrete, and defined assignment, professional task, or engagement posted by a User on the Platform, or mutually formulated between a User and a Freelancer, to be executed by the Freelancer using the Platform's systems.
• "Project Funds" means the specific sum of money allocated by a User from their Account Balance for a particular Project or milestone, which is temporarily withheld by the Company pending completion, review, and acceptance of the Freelancer Services.
• "Review Period" means the period of three (3) Business Days commencing immediately upon the formal digital submission of Deliverables or a completed milestone by a Freelancer to a User via the Platform's interface.
• "Service Contract" means the direct, legally binding bilateral agreement entered into between a User and a Freelancer governing the scope, pricing, timelines, milestones, deliverables, and specific terms of the Freelancer Services, as formed in accordance with these Terms.
• "Services" means the digital services, hosting, communication systems, billing facilities, payment routing, and marketplace administration provided by the Company to Users and Freelancers via the Platform.
• "User" means any individual, partnership, corporate body, or institution registered on the Platform who browses, searches for, purchases, or commissions Freelancer Services from Freelancers through the Platform.
• "User Content" means all text, files, images, graphics, videos, communications, project briefs, profiles, feedback, reviews, and other materials submitted, uploaded, published, or displayed by a User or Freelancer on or through the Platform.
• "Website" means http://talent-nest.com/, including all subdomains, directories, localized versions, and associated web pages.
  2. Interpretation

In these Terms of Service, unless the context otherwise requires:

1. Singular and Plural: Words in the singular include the plural and vice versa, and words importing one gender include all genders.

2. Statutory References: A reference to a statute or statutory provision is a reference to it as amended, extended, consolidated, replaced, or re-enacted from time to time, and shall include any subordinate legislation made under it.

3. Including: Any words following the terms including, include, in particular, for example, such as, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.

4. Headings: Headings and subheadings are inserted for convenience of reference only and shall not affect the interpretation, construction, or validity of these Terms.

5. Writing: References to writing or written include email and communication through the Platform's automated messaging systems, but exclude SMS, WhatsApp, and other external consumer messaging channels unless expressly specified.

6. Persons: A reference to a person includes a natural person, corporate or unincorporated body, association, partnership, trust, state, government agency, or local authority (whether or not having separate legal personality).

2. SECTION 2: INTRODUCTION, CONTRACT FORMATION, AND REJECTION
   1. The Contractual Binding

These Terms govern the contract between you and the Company. By accessing the Website, registering an Account, downloading any mobile application associated with the Platform, or using any of our Services, you warrant that you have read, understood, and agreed to be bound by these Terms of Service, our Privacy Notice, our Cookie Notice, and any other policies published on the Platform. This constitutes a legally binding commercial contract between you and the Company. If you are entering into these Terms on behalf of a company, partnership, or other corporate entity, you represent and warrant that you possess the requisite legal authority to bind that entity to these Terms.

• 2. Mechanism of Contract Formation

The contractual relationship between the User (or Freelancer) and the Company is formally established at the moment the registration process is completed on the Website. Registration is completed when you fill out the online registration form, accept these Terms via the check-box mechanism, and your Account is activated by the Company. Registration and browsing access to the Platform are provided free of charge, subject always to the Company's right to modify access structures in accordance with these Terms.

• 3. Profile Setup and Account Restriction

Upon completing the registration, a digital database profile is established for you. You are permitted to register and operate only one (1) active Account on the Platform. The creation of duplicate accounts, accounts under false aliases, or accounts designed to circumvent prior suspensions, terminations, or negative feedback is strictly prohibited. If you wish to register a new Account, any prior active Account registered to your identity or entity must be formally closed, deactivated, and deleted in coordination with the Company’s support team.

• 4. Right of Rejection and Non-Admission

The Company reserves the absolute, unilateral, and unqualified right to reject any application for registration or to suspend or terminate an existing Account immediately and without liability, upon valid and objective grounds. Such grounds shall include, but are not limited to:

1. Any actual, suspected, or attempted violation of these Terms of Service or any associated policies;

2. Reasonable suspicion of fraudulent, collusive, or deceptive behavior;

3. The implementation of proactive fraud prevention, anti-money laundering, or cyber-security measures;

4. Inability to verify the user’s legal identity, representation authority, or beneficial ownership;

5. Suspicion of spamming, automated scraping, or data harvesting activities;

6. Failure to satisfy the age or territorial Eligibility Criteria;

7. Attempts to access the Platform from restricted markets, sanctioned territories, or jurisdictions where the Company is not legally permitted to operate; or

8. A prior history of contractual breaches, non-payment, or abusive behavior toward other users or Company staff.
   1. Security Measures and Fraud Prevention

To protect the integrity of the Platform, the Company may require additional verification steps during or after the registration process. This may include CAPTCHA verification, multi-factor authentication, SMS verification, telephone interviews, video verification, or the submission of corporate constitutional documents. Failure to cooperate fully with these security and fraud prevention measures will result in immediate rejection of the registration or permanent deactivation of the Account.

3. SECTION 3: LEGAL INFORMATION AND REGISTERED OFFICE
   1. Operator Details

This Website, the Platform, and all associated Services are operated, moderated, and administered by ADVIRAT LTD, a company registered in England and Wales.

• 2. Statutory Registrations
• Company Registration Number: 17327895
• Registered Office Address: 167 - 169 Great Portland Street, 5th Floor, London, England, W1W 5PF
• Primary Communications Email: support@talent-nest.com
  3. Official Communications

All formal legal notices, claims, and correspondence intended for the Company must be delivered in writing to the registered office address listed above, with an electronic copy sent to the primary communications email address. All communication must be conducted in the English language.

4. SECTION 4: ELIGIBILITY AND GEOGRAPHICAL RESTRICTIONS
   1. Minimum Age Requirements

The Platform and Services are intended solely for users who are at least eighteen (18) years of age and possess the legal capacity to enter into binding, enforceable contracts under the laws of England and Wales and their local jurisdiction. If you are under eighteen (18) years of age, you are strictly prohibited from registering an Account, attempting to access the Services, or contracting through the Platform. The Company does not knowingly collect data from or market to individuals under the age of eighteen (18).

• 2. Prohibited and Sanctioned Jurisdictions

Access to and use of the Platform and Services may be restricted, limited, or prohibited in certain countries, regions, or territories due to local legal regulations, financial licensing frameworks, or international sanctions regimes. You are strictly prohibited from registering, accessing, or using the Platform if you are a citizen of, resident in, or accessing the Website from any of the following restricted territories: Afghanistan, Albania, Algeria, Angola, Belarus, Bosnia and Herzegovina, Bulgaria, Burkina Faso, Burundi, Cameroon, Central African Republic, Chad, China, Croatia, Cuba, Democratic Republic of the Congo, Democratic People's Republic of Korea (North Korea), Ethiopia, Gabon, Guatemala, Guinea, Guinea-Bissau, Haiti, Iran, Iraq, Kenya, Kosovo, Laos, Lebanon, Liberia, Libya, Madagascar, Mali, Moldova, Monaco, Montenegro, Mozambique, Myanmar (Burma), Namibia, Nicaragua, Niger, Nigeria, Northern Cyprus, North Macedonia, Philippines, Republic of Congo, Russia, Senegal, Serbia, Sierra Leone, Somalia, South Africa, South Sudan, Sri Lanka, Sudan, Suriname, Syria, Tanzania, Tunisia, Venezuela, Vietnam, Yemen, Zimbabwe as well as all disputed/occupied territories (e.g., Northern Cyprus, Crimea, Donetsk, Kherson, Luhansk and Zaporizhzhia territories etc.) and any other jurisdiction where it would be illegal under applicable laws and regulations with regard to the Company. Please note that this list may change as necessary to maintain strict adherence to all applicable legal requirements.

• 3. Dynamic Nature of Restrictive Lists

The lists of restricted territories set forth in Clause 4.2 are non-exhaustive and subject to change by the Company without prior notice to ensure compliance with shifting international trade sanctions, export control regulations, and financial system regulations. It is your sole responsibility to ensure that your access and use of the Platform is legal in your location.

• 4. Representations and Warranties of Compliance

By registering an Account, accessing, or using the Platform, you represent, warrant, and covenant to the Company on an ongoing basis that:

1. You are not a citizen of, resident in, or physically located within any of the restricted territories listed in Clauses 4.2;

2. You are not subject to any UK, EU, US, or UN asset freezes, financial sanctions, or restrictive trade lists (including the UK Consolidated List of Financial Sanctions Targets, the EU Consolidated List of Persons, Groups and Entities, or the US Specially Designated Nationals and Blocked Persons List);

3. You will not access the Platform using any virtual private network (VPN), proxy server, Tor routing, IP-spoofing mechanism, or other technical workaround designed to conceal your physical location or bypass geographical restrictions; and

4. Your use of the Platform and Services does not violate any local laws, financial regulations, data export rules, or professional licensing requirements applicable to you.

1. SECTION 5: IDENTITY VERIFICATION AND KNOW-YOUR-CUSTOMER (KYC) COMPLIANCE

1. Regulatory and Security Framework

The Company is committed to maintaining a safe, transparent, and compliant marketplace. To comply with applicable anti-money laundering (AML), counter-terrorist financing (CTF), tax, and economic sanctions regulations, and to prevent digital fraud, identity theft, and corporate malfeasance, the Company reserves the absolute right to require you to undergo a comprehensive identity verification and KYC compliance process. This process may be initiated at the sole discretion of the Company at registration, during the course of account activity, prior to the execution of any transaction, or as a condition for the release of any funds.

2. Mandatory Documentation

When requested by the Company or its authorized third-party verification providers, you agree to promptly provide accurate, complete, legible, and current documents. This documentation may include:

1. For Natural Persons:
   • Your full legal name, date of birth, place of birth, nationality, and physical residential address;

1. A high-resolution color copy of a valid, government-issued photo identification document (such as a passport, national identity card, or driver's license); and
2. Proof of residential address, which must be dated within the last three (3) calendar months (such as a utility bill, bank statement, or council tax demand).

2. For Corporate Entities:
   • Full corporate name, registration number, country of incorporation, date of incorporation, and registered business address;

1. Constitutional documents (such as Articles of Association, Certificate of Incorporation, Memorandum of Association, or Partnership Agreement);
2. Proof of business operational address (if different from the registered office);
3. A comprehensive list of all beneficial owners, directors, and shareholders holding directly or indirectly more than 25% of the voting rights or equity capital, along with their associated identity documents; and
4. An official letter of authorization, power of attorney, or board resolution confirming that the individual registering and operating the Account has been legally authorized to represent and bind the corporate entity.

3. Source of Funds: Evidence regarding the source of funds deposited or used on the Platform (such as bank statements, corporate tax returns, or audited accounts) if requested to satisfy regulatory AML inquiries.

3. Authorization for Background Checks and Third-Party Screening

By accepting these Terms, you grant the Company (and its third-party identity verification service providers) a perpetual, irrevocable, worldwide authorization to perform any background inquiries, credit checks, corporate register searches, and screening processes that the Company deems necessary to validate your identity and information. This authorization includes:

1. Comparing your details against international government sanctions lists, law enforcement watchlists, Interpol databases, and Politically Exposed Persons (PEP) registers;

2. Verifying the validity and authenticity of your identification documents using specialized database tools;

3. Checking credit reference agencies or consumer reporting agencies to the extent legally permissible; and

4. Requesting supplementary information from corporate registries, commercial databases, or financial institutions.

4. Data Protection and GDPR Compliance in KYC

All personal data, biometric templates, and sensitive identity documentation collected during the identity verification and KYC process will be stored, handled, and processed in strict accordance with our Privacy Policy, the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and any other applicable data protection laws. Data will be retained only for as long as is necessary to fulfill our legal, regulatory, and corporate compliance obligations.

5. Ongoing Verification Obligations

Identity verification is not a one-time process. The Company reserves the right to conduct periodic reviews of your Account status and documentation to ensure that your data remains accurate, complete, and up to date. You are under a strict contractual obligation to notify the Company immediately in writing of any change in your personal or corporate details, residential or business address, ownership structure, or tax status, and to provide updated documentation within five (5) Business Days of any such change.

6. Consequences of Verification Failure

If you fail or refuse to provide the requested identity verification or KYC documentation within the timeframe specified by the Company, provide false, inaccurate, forged, or misleading documentation, or if the Company is unable to verify your identity to its absolute satisfaction, the Company reserves the absolute right, without liability and without prior notice, to:

1. Reject your application for registration or refuse to activate your Account;

2. Decline, cancel, suspend, or reverse any payment transaction, Account top-up, or allocation of Project Funds;

3. Freeze, restrict, or suspend your access to your Account, the Website, the Platform, or any associated Services;

4. Withhold, confiscate, or lock any Account Balance or Project Funds pending resolution of the identity dispute or direction from regulatory authorities; and

5. Permanently terminate your Account and your contractual relationship with the Company.

7. Exclusion of Company Liability for KYC Actions

To the maximum extent permitted by applicable law, the Company, its Affiliates, directors, employees, and agents shall not be liable to you or any third party for any direct, indirect, special, incidental, or consequential losses, damages, lost profits, delays, or lost business opportunities resulting from any suspension, freeze, restriction, or termination of your Account or the holding of any funds in connection with your failure to complete, pass, or maintain the KYC and identity verification requirements.

6. SECTION 6: DESCRIPTION OF SERVICES AND SCOPE OF THE PLATFORM

1. Purpose of the Platform

Through the Platform, The Company operates as an online marketplace where Users and Freelancers can identify each other and buy and sell Freelancer Services. Subject to these Terms, the Company provides the Services to Users, including hosting and maintaining the Website and Platform, and facilitating the formation of Service Contracts. When a User enters into a Service Contract, the User agrees to use the Services exclusively to invoice, receive, and pay any amounts owed under that Service Contract.

2. Exclusive Use of Payment and Invoicing Tools

When a User and a Freelancer enter into a Service Contract, both parties agree, as an essential condition of using the Platform, to use the Platform's billing, invoicing, and payment routing infrastructure exclusively to manage, process, and pay all sums, fees, and expenses arising out of or in connection with that Service Contract, subject always to the Non-Circumvention provisions set forth in Section 13 of these Terms.

3. Disclaimer of Employment, Agency, and Partnership

The Company is not an employer, employment agency, labor provider, or joint venture partner. The Company does not perform Freelancer Services, does not employ individuals to perform Freelancer Services, and does not act as a subcontractor or prime contractor for any Project. You acknowledge and agree that:

1. Freelancers are independent contractors operating in their own capacity, as independent commercial enterprises, and are not employees, workers, agents, or partners of the Company;

2. Nothing in these Terms, or any interaction on the Platform, shall be construed as creating an employer-employee, master-servant, agency, joint venture, partnership, or trust relationship between the Company and any Freelancer or between the Company and any User;

3. The Company does not direct, supervise, control, manage, or monitor Freelancers in the performance of their Freelancer Services, nor does it dictate their working hours, location of work, methods of performance, equipment usage, or pricing structures; and

4. The Company has no authority to bind, represent, or make commitments on behalf of any Freelancer, nor does any Freelancer have the authority to bind, represent, or make commitments on behalf of the Company.z

4. Content Accuracy

The Company does not pre-screen, systematically vet, or assume responsibility for the accuracy, legality, completeness, or truthfulness of any job postings, project briefs, profiles, portfolios, resumes, credentials, reviews, or other content posted by Users or Freelancers on the Platform. You acknowledge that your reliance on any such content is at your own sole risk. The Company makes no representations, warranties, or guarantees concerning:

1. The quality, safety, legality, suitability, or fitness for purpose of any Freelancer Services;

2. The professional capability, experience, credentials, or reliability of any Freelancer;

3. The creditworthiness, financial solvency, or good faith of any User; or

4. The truth or accuracy of any rating, review, or feedback system displayed on the Platform.

5. User Responsibilities in Project Engagement

Users are solely responsible for conducting their own due diligence, evaluations, and risk assessments prior to engaging a Freelancer or commissioning a Project. Users acknowledge and agree that they are solely responsible for:

1. Evaluating and determining the feasibility, scope, and parameters of any Project or Freelancer Services;

2. Vetting and verifying the identity, qualifications, portfolios, and references of any Freelancer with whom they communicate;

3. Determining whether to enter into a Service Contract, and negotiating, formulating, and executing the terms and conditions of such Service Contract; and

4. Monitoring the progress, quality, and performance of the Freelancer Services under any Service Contract.

6. Freedom of Business and Non-Exclusivity

Subject always to the Non-Circumvention provisions set forth in Section 13 of these Terms, nothing in these Terms shall prevent, restrict, or discourage any User or Freelancer from engaging in any other business activities, offering services through other channels, or utilizing other digital platform structures.

7. SECTION 7: CONTRACTUAL RELATIONSHIP BETWEEN USER AND FREELANCER

1. Direct Contract Formation

When a User commissions a Project or accepts a proposal from a Freelancer, and the Freelancer accepts the commission or proposal through the Platform, the User and the Freelancer are entering into a direct, legally binding bilateral agreement with each other (the "Service Contract"). The Company is not a party to any Service Contract, is not an agent for either party, and does not assume any liability, duties, or obligations under any Service Contract.

2. Customization of Contract Terms

Users and Freelancers are free to formulate and agree upon custom terms, conditions, specifications, milestones, and delivery parameters for their Service Contract, provided always that:

1. Such custom terms do not contradict, limit, or conflict with these Terms of Service or any associated policies of the Company;

2. Such custom terms do not attempt to bypass, reduce, or modify the Platform Fees, payment structures, security mechanisms, or dispute resolution processes operated by the Company; and

3. In the event of any conflict or inconsistency between the terms of a Service Contract and these Terms of Service, these Terms of Service shall prevail, govern, and control in all respects.

3. Enforcement and Liability under Service Contracts

The performance, execution, delivery, and enforcement of a Service Contract are the sole responsibility of the contracting User and Freelancer. The Company shall have no liability for:

1. The failure of a Freelancer to deliver the agreed Deliverables on time, to the required standard, or at all;

2. The failure of a User to pay the agreed fees, provide necessary information, or cooperate in the performance of the services;

3. Any breaches of contract, warranty, or statutory duty committed by either a User or a Freelancer; or

4. Any property damage, intellectual property infringement, loss of data, or operational disruption caused by a party in the performance of a Service Contract.

8. SECTION 8: DELIVERABLES: SUBMISSION, REVIEW, AND ACCEPTANCE

1. Method of Submission

Upon completing the Freelancer Services (or a designated milestone within a Project), the Freelancer must formally submit the completed Deliverables to the User through the Platform's designated submission interface. Submissions made outside the Platform (such as via direct email, external cloud storage links, or messaging applications) shall not be recognized as a valid submission and shall not initiate the Review Period.

2. The Review Period

The User shall have a period of exactly three (3) Business Days commencing immediately upon the date of the formal submission of the Deliverables through the Platform (the "Review Period") to examine, test, and review the Deliverables to ensure they conform to the specifications, quality standards, and milestones agreed upon in the Service Contract.

3. Formal Acceptance and Fund Release

If the Deliverables are satisfactory and conform to the Service Contract, the User must formally accept the Deliverables through the Platform interface within the Review Period. Upon the User's formal acceptance:

1. The corresponding Project Funds held in respect of that milestone or Project (less applicable Platform Fees) shall be released and transferred to the Freelancer's Account; and

2. The User shall be deemed to have fully and unconditionally accepted the Deliverables, and the Company shall have no authority or liability to claw back, reverse, or dispute the released funds.

4. Rejection of Deliverables and Rectification

If the Deliverables are satisfactory, the User must formally accept them through the Platform's interface. Upon the User’s acceptance, the withheld Project Funds (less applicable Platform Fees) will be released and transferred to the Freelancer’s account.

If the deliverables do not meet the agreed specifications, the User must reject them within the Review Period by providing a clear, written explanation of the deficiencies to the Freelancer through the Platform. If the parties cannot resolve the deficiency, either party may initiate the Platform's dispute resolution process.

5. Deemed Acceptance

If the User fails to formally accept the Deliverables, formally reject the Deliverables, or initiate a Dispute through the Platform's dispute portal within the three (3) Business Day Review Period, the Deliverables shall be deemed automatically, fully, and unconditionally accepted by the User. Upon the expiration of the Review Period and the occurrence of Deemed Acceptance:

1. The Company is automatically authorized by the User to release, and will release, the withheld Project Funds (less applicable Platform Fees) to the Freelancer; and

2. The User waives any right to assert non-performance, delay, or deficiency against the Company or the Freelancer in respect of those specific Deliverables under the Platform's rules.

9. SECTION 9: PLATFORM FEES, BILLING, AND PAYMENT TERMS

1. Commercial Agency and Fee Authority

In consideration for the provision, maintenance, security, and facilitation of the Platform and Services, the Company charges Platform Fees to Users and Freelancers. You hereby authorize the Company, acting as a commercial agent, to automatically deduct, withhold, and retain all applicable Platform Fees from your Account Balance, Project Funds, or incoming transactions at the time of deposit, transaction execution, or fund release.

2. Transparency of Fees

All Platform Fees are clearly displayed, calculated, and presented to the User and Freelancer prior to the finalization of any Project, Account top-up, or contract formation. Platform Fees may consist of service fees, administrative fees, payment processing surcharges, or transaction commissions. The Company reserves the right to modify, adjust, or restructure its Platform Fees at any time. Any changes to the fee structure shall take effect immediately upon being updated and published on the Website or Platform.

3. Billing Information Accuracy

To facilitate payment processing, account top-ups, and statutory reporting, you must provide the Company and its authorized third-party payment processors with complete, accurate, and up-to-date billing information. This information may include:

1. Your full legal name or registered corporate name;

2. Your registered billing address, phone number, and email address;

3. Your corporate tax registration number, VAT number, or corporate identification; and

4. Valid payment card details, bank account credentials, or digital wallet identifiers. You represent and warrant that you have the legal right to use any payment instrument provided to the Platform.

4. Authorized Use of Payment Instruments

The use of unauthorized, stolen, cloned, or fraudulent payment instruments (such as debit cards, credit cards, or bank accounts) is strictly prohibited. If the Company, in its sole discretion, suspects that a payment instrument is being used without the express authorization of the cardholder, account holder, or in a fraudulent manner, the Company reserves the immediate right to block the transaction, freeze the associated Account, reverse any credited funds, and report the activity to law enforcement and financial regulatory authorities.

5. Third-Party Payment Processors

All payment processing, credit card routing, merchant services, bank transfers, and financial transactions initiated on the Platform are processed by regulated, licensed third-party payment service providers. Your use of these third-party payment processing services is subject to the terms of service, privacy policies, and regulatory compliance rules of those respective processors. The Company shall not be liable for any errors, processing delays, network failures, or unauthorized access to data occurring within the systems of such third-party payment processors.

6. Operating Currency

Our Platform operates primarily in Euro (EUR). In addition, the Website may support and display other currencies as made available from time to time. Users are responsible for understanding any currency implications and for any fees or charges resulting from currency conversion, particularly when withdrawing funds to their personal accounts.

7. Prohibited Methods of Payment

The Company does not accept cash, personal checks, postal orders, money orders, or physical banknotes. Cryptocurrency payments are not accepted unless specifically integrated into the Platform's official payment interface by the Company.

10. SECTION 10: ACCOUNT BALANCES AND TOP-UPS

1. Mechanism of the Account Balance

To purchase Freelancer Services or commission a Project through the Platform, the User must first purchase prepaid credits by topping up their Account Balance. All transactions for Freelancer Services must be funded from this Account Balance. The Platform will prevent a User from initiating a Project, contracting with a Freelancer, or requesting Freelancer Services if their Account Balance is insufficient to cover the full contracted price of the services plus all associated Platform Fees.

2. Legal Nature of Prepaid Credits

You acknowledge and agree that:

1. The Account Balance is not a banking deposit, does not constitute electronic money unless specifically regulated as such, and does not represent a savings account or financial investment;

2. No interest, yields, dividends, or financial returns of any kind shall accrue, be payable, or be credited to your Account Balance;

3. The Account Balance is not protected, insured, or guaranteed by any governmental deposit protection scheme; and

4. The Account Balance represents prepaid marketplace credits solely intended for use within the Platform to purchase Freelancer Services and settle Platform Fees.

3. Inactivity and Unclaimed Balances

If an Account remains inactive, unaccessed, or unused for a continuous period of twelve (12) calendar months, the Company reserves the right, to the extent permitted by law, to charge a reasonable monthly administrative inactivity fee. This fee will be deducted directly from any remaining Account Balance until the balance is exhausted or the Account is reactivated by the User.

11. SECTION 11: TAXES AND STATUTORY RESPONSIBILITIES

1. Platform Fees Exclusive of Taxes

All Platform Fees, commission rates, and service charges levied by the Company are exclusive of VAT and any other applicable local sales, service, consumption, or turnover taxes. If the Company is required by applicable law to collect, withhold, or remit VAT, GST, or sales taxes in connection with the Platform Fees or your transaction, such taxes shall be calculated and added to the Platform Fees at the checkout or transaction interface and shall be paid in full by the User.

2. Freelancer Tax Independence

The Freelancer acknowledges, warrants, and agrees that they are operating as an independent, self-employed individual or corporate entity and are solely responsible for:

1. All national, local, state, or federal income taxes, self-employment taxes, national insurance contributions, social security payments, corporation taxes, and other levies associated with payments, fees, and Project Funds received through the Platform;

2. Fulfilling all regulatory, licensing, invoicing, and reporting obligations required by the tax authorities in their jurisdiction of residence, including registering for VAT or sales tax where statutory thresholds are exceeded;

3. Correctly declaring, reporting, collecting, and remitting any applicable taxes, VAT, or levies due on the Freelancer Services rendered to Users; and

4. Determining whether the Company is required under any applicable law to withhold any portion of the Freelancer’s fees for tax purposes, notifying the Company in writing of any such statutory requirement, and providing all necessary tax forms or certificates.

3. Tax Indemnity

The Freelancer hereby indemnifies, defends, and holds harmless the Company, its Affiliates, directors, officers, and employees from and against any and all claims, assessments, demands, liabilities, penalties, interest, and costs (including legal fees) asserted by any tax authority, government agency, or revenue service arising out of or in connection with:

1. Any failure by the Freelancer to report, declare, or pay taxes on income derived from the Platform;

2. Any determination that the Freelancer is an employee or worker of the Company or the User for tax or employment law purposes; and

3. Any requirement for the Company to pay withholding tax, national insurance, or social security contributions on behalf of the Freelancer.

4. Statutory Reporting and Cooperation

The Company may be required by applicable law to collect, report, and transmit details of your transactions, income, and identity to relevant tax authorities. You agree to cooperate fully with the Company, provide all requested tax identification numbers, self-certifications, and corporate records, and permit the Company to share such information with tax authorities as legally required. In the event of an audit, the Freelancer agrees to provide the Company with copies of tax returns and registration documents to prove their independent business status.

12. SECTION 12: NO REFUNDS, PAYMENT REVERSALS, AND CHARGEBACKS

1. Finality of Transactions

Except as explicitly provided under applicable mandatory consumer protection laws (including, where applicable, the statutory cancellation rights of Consumers), all Account top-ups, purchases of prepaid credits, allocations of Project Funds, and payments for Freelancer Services are final, non-refundable, and non-reversible. Once funds are deposited into the Account Balance, they represent prepaid credits and cannot be withdrawn or redeemed for cash unless the Company, in its sole and absolute discretion, decides to issue a discretionary refund.

2. Explicit Ban on Chargebacks

The User represents, warrants, and covenants that they will not initiate, request, attempt, or coordinate a Chargeback, credit card dispute, bank payment reversal, or payment processor dispute with their card issuer, bank, or payment processor in respect of any Account top-up, prepaid credit purchase, or transaction completed on the Platform.

3. Consequences of Chargeback Initiation

If a User initiates, attempts, or participates in a Chargeback, the Company reserves the immediate, absolute, and unilateral right, without prejudice to any other remedies under these Terms or applicable law, to:

1. Immediately and without prior notice suspend, freeze, restrict, or permanently terminate the User's Account, profile, and access to the Website, Platform, and Services;

2. Withhold, freeze, or lock any pending payouts, Project Funds, or Account Balances associated with the User;

3. Deduct an amount equivalent to the Chargeback sum plus an administrative chargeback processing fee of £100 (or the local currency equivalent) from the User’s Account Balance or future deposits to cover the administrative costs, bank fees, and legal expenses incurred by the Company in contesting the Chargeback; and

4. Utilize any lawful collection methods, debt recovery agencies, or legal proceedings to recover the amount of the Chargeback, associated administrative fees, interest, and legal costs.

13. SECTION 13: NON-CIRCUMVENTION OBLIGATIONS
    1. The Exclusivity Obligation

To protect the Company's substantial commercial investment in marketing, providing, and maintaining the Platform, and to ensure the integrity of our marketplace, both the User and the Freelancer agree to use the Platform as their exclusive channel to communicate, negotiate, contract, request, deliver, receive, and pay for any services, projects, or work between them, directly or indirectly, during the Exclusivity Period.

• 2. Definition of the Exclusivity Period

The Exclusivity Period is defined as a period of six (6) calendar months commencing on the exact date on which a User and a Freelancer first make contact, identify, or communicate with each other through or via the Platform's digital tools, messaging systems, or job postings.

• 3. Prohibited Circumvention Activities

During the Exclusivity Period, both the User and the Freelancer are strictly prohibited from attempting to circumvent, bypass, or avoid the Platform, its transactional structures, or its Platform Fees. Prohibited activities include, but are not limited to:

1. Offering, soliciting, accepting, or processing payments for any services, projects, or Deliverables outside of the Platform’s payment routing systems;

2. Sharing, requesting, or exchanging direct contact information (such as personal or corporate email addresses, telephone numbers, Telegram handles, WhatsApp details, LinkedIn profiles, or external websites) with the intent or effect of moving communications, negotiations, or transactions off the Platform;

3. Invoicing, billing, or receiving payments for any work initiated, discussed, or contracted on the Platform through any direct billing, bank transfer, external invoicing software, or third-party payment channel other than the Platform's billing systems; and

4. Formulating, entering into, or executing any employment, independent contractor, consulting, or corporate relationship outside of the Platform where the initial contact was facilitated by the Platform.

4. Liquidated Damages for Circumvention Breach

The User and the Freelancer acknowledge and agree that a breach of this Section 13 (Non-Circumvention Obligations) will cause substantial, irreparable, and difficult-to-calculate financial damage to the Company. Accordingly, in the event of any verified or suspected breach of this Section, the breaching party (or parties, jointly and severally) shall pay to the Company, as liquidated damages, an amount equal to £5,000 (five thousand pounds sterling) or 25% of the total estimated value of the services to be performed under the circumvented relationship, whichever is greater. The parties agree that this sum represents a genuine pre-estimate of the loss and administrative cost to be suffered by the Company and is not a penalty.

5. Termination for Circumvention

Any attempt, successful or otherwise, to circumvent the Platform or its Fees during the Exclusivity Period shall result in the immediate, permanent termination of the Accounts of both the User and the Freelancer involved, and the forfeiture of any remaining Account Balances or Project Funds, without prejudice to the Company’s right to pursue legal remedies for the recovery of liquidated damages.

13. SECTION 14: PLATFORM DISPUTE RESOLUTION PROCESS (USER VS. FREELANCER)
    1. Scope of the Platform Dispute Resolution Process

If a User and a Freelancer cannot agree on the quality, completeness, delivery, or acceptance of the Freelancer Services under a Service Contract, or if a User rejects the Deliverables and the Freelancer disagrees with the rejection, either party may formally initiate a dispute through the Platform (the "Dispute").

• 2. Deadline for Raising a Dispute

A Dispute must be raised within seven (7) calendar days of the formal rejection of the Deliverables or the expiration of the Review Period. Disputes raised after this timeframe will not be accepted or reviewed, and the Company shall be authorized to release the Project Funds in accordance with the Deemed Acceptance provisions.

• 3. Mandatory Good Faith Negotiation Period

Upon the formal initiation of a Dispute, the User and the Freelancer shall enter into a mandatory forty-eight (48) hour negotiation period (the "Good Faith Negotiation Period"). During this time, both parties must communicate in good faith through the Platform's messaging system to resolve the issue mutually (e.g., by agreeing to a partial refund, a price adjustment, additional revisions, or a split of the Project Funds). If an agreement is reached, the parties must submit the terms of their settlement through the Platform interface, and the Company will distribute the Project Funds accordingly.

• 4. Escalation to the Company

If the parties fail to resolve the Dispute mutually within the Good Faith Negotiation Period, either party may escalate the Dispute to the Company's internal dispute resolution team for final review. Upon escalation:

1. Both the User and the Freelancer must submit all relevant evidence (including project briefs, message logs on the Platform, deliverable files, test results, and revision history) to the Company within five (5) Business Days; and

2. Neither party may alter, delete, or modify any evidence, profiles, or project details on the Platform.
   1. Review and Determination by the Company

The Company’s internal dispute resolution team will review all submitted evidence in an objective and impartial manner. The Company, in its sole and absolute discretion, will make a final determination regarding the allocation and distribution of the disputed Project Funds held on the Platform. The Company's determination may include:

1. Releasing the full Project Funds to the Freelancer;

2. Refunding the full Project Funds to the User (subject always to the deduction of non-refundable Platform Fees, card processing fees, and administrative charges); or

3. Splitting the Project Funds between the User and the Freelancer in a specific proportion determined by the Company based on the percentage of work completed and its conformity with the Service Contract.
   1. Binding Nature and External Remedies

The parties acknowledge and agree that the Company’s determination is final and binding only with respect to the distribution of the disputed Project Funds held on the Platform. The Company's decision does not prevent either party from pursuing external legal remedies (such as court action, mediation, or arbitration) regarding their underlying contractual obligations under their direct Service Contract, provided that the Company is not named as a party to, or involved in, any such external proceedings.

• 7. Release of Company Liability for Dispute Decisions

The Company acts as a neutral marketplace facilitator and does not provide legal advice, arbitration, or legal representation. The User and the Freelancer hereby irrevocably release the Company, its Affiliates, directors, officers, employees, and agents from any and all liability, claims, demands, damages, or losses arising out of or in connection with the Company's investigation, handling, evaluation, and final determination of any Dispute, or the distribution of Project Funds in accordance with such determination.

14. SECTION 15: INTELLECTUAL PROPERTY RIGHTS
    1. Ownership of Platform IP

The Website, the Platform, the Services, and all content, materials, software, code, databases, interface designs, graphics, audio, video, logos, and trademarks contained therein (collectively, the "Platform IP") are the exclusive property of the Company, its Affiliates, or its licensors, and are protected by UK and international copyright, trademark, patent, and database laws. You are strictly prohibited from:

1. Copying, reproducing, distributing, publishing, displaying, performing, modifying, or creating derivative works from any part of the Platform IP;

2. Decompiling, reverse engineering, disassembling, or attempting to derive the source code of the Platform or its software; and

3. Using any automated system, robot, spider, scraper, or AI training tool to extract data, text, or code from the Platform.
   1. Brand Protection and Trademarks

The trademarks, logos, service marks, and trade names of the Company are the exclusive property of the Company. You are granted no license or right to use any such marks or logos without the prior, express, and written consent of the Company.

• 3. Reporting Intellectual Property Infringement

The Company respects the intellectual property rights of others and expects its users to do the same. If you believe in good faith that any content on the Platform infringes your Intellectual Property Rights, you must submit a formal infringement notice to the Company's copyright agent at support@talent-nest.com. The notice must contain:

1. A detailed description of the intellectual property right that you claim has been infringed, including registration details if applicable;

2. The exact URL, location, or electronic identifier of the infringing material on the Platform;

3. Your full contact details, including your legal name, physical address, telephone number, and email address;

4. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or trademark owner, its agent, or the law; and

5. A statement, made under penalty of perjury, that the information in your notice is accurate and that you are the owner of the intellectual property or authorized to act on the owner's behalf.
   1. Takedown and Rectification

Upon receipt of a valid infringement notice that complies with Clause 15.3, the Company will promptly investigate the claim and reserves the right to remove, disable, or restrict access to the allegedly infringing material without liability and without prior notice.

15. SECTION 16: USER CONTENT AND LICENSING
    1. Responsibility for User Content

You are solely responsible for all User Content that you upload, submit, post, display, or transmit through the Platform. You represent and warrant that you own or possess all necessary licenses, rights, consents, and permissions to use and authorize the Company to use your User Content in the manner contemplated by these Terms.

• 2. Grant of License to the Company

By submitting, uploading, or posting User Content on or through the Platform, you hereby grant to the Company and its Affiliates a non-exclusive, transferable, perpetual, irrevocable, worldwide, royalty-free, fully paid-up, and sublicensable (through multiple tiers) license to host, store, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content for the purposes of:

1. Operating, maintaining, securing, and improving the Platform and Services;

2. Marketing, promoting, and advertising the Platform and Services in any media formats; and

3. Complying with legal, regulatory, or administrative requirements.
   1. Waiver of Moral Rights

To the maximum extent permitted by applicable law, you hereby irrevocably and unconditionally waive any and all moral rights (including the right of attribution and the right of integrity) that you may possess in your User Content under the Copyright, Designs and Patents Act 1988 or any equivalent legislation anywhere in the world.

• 4. Accuracy and Proscription of Misleading Content

You warrant that all User Content, profile information, credentials, portfolios, and reviews submitted by you are accurate, truthful, up to date, and not misleading. You are strictly prohibited from posting feedback or reviews that are collusive, paid for, coerced, or designed to artificially manipulate the rating or standing of any user on the Platform.

16. SECTION 17: PROHIBITED BEHAVIOR AND ACCEPTABLE USE POLICY
    1. General Standard of Conduct

When accessing or using the Website, Platform, or Services, you must behave in a professional, respectful, lawful, and ethical manner. You must comply with all applicable local, national, and international laws, regulations, and codes of conduct.

• 2. Specific Prohibitions

You are strictly prohibited from engaging in, attempting, or facilitating any of the following activities on or through the Platform:

1. Unlawful Goods and Services: Advertising, promoting, offering, or selling any illegal goods, prohibited services, weapons, explosives, controlled substances, illicit drugs, prescription-only medicines, or escort services.

2. Exploitation and Pornography: Uploading, posting, or sharing any content that promotes, depicts, or facilitates sexual exploitation, pornography, adult entertainment, child abuse, or any other illegal activity.

3. Abuse and Harassment: Engaging in any conduct designed to harass, abuse, stalk, threaten, defame, slander, disparage, humiliate, or intimidate any other user or Company representative.

4. Hate Speech and Discrimination: Posting or promoting content that incites hatred, violence, or discrimination against any individual or group of individuals based on their race, ethnic origin, religion, disability, gender, age, veteran status, sexual orientation, or gender identity.

5. Data Harvesting and Scraping: Utilizing any automated scripts, bots, spiders, crawlers, scrapers, indexers, or data mining tools to extract, copy, harvest, or accumulate information, user profiles, emails, or data from the Platform.

6. Cyber Security Violations: Uploading, transmitting, or distributing any viruses, Trojan horses, worms, logic bombs, ransomware, or other malicious, destructive, or technologically harmful code.

7. System Interference: Attempting to interfere with, disrupt, disable, overburden, or compromise the security, infrastructure, performance, or proper working of the Website, Platform, or Services (including initiating denial-of-service or distributed denial-of-service attacks).

8. Unauthorized Access: Gaining or attempting to gain unauthorized access to any user Account, restricted areas of the Platform, Company servers, networks, or databases connected to the Services.

9. Spam and Deceptive Links: Posting, sending, or distributing unsolicited promotional materials, mass marketing communications, "spam," chain letters, or deceptive links (phishing links).

10. Impersonation: Impersonating any other person or entity, or falsely stating or otherwise misrepresenting your affiliation with any person, corporate entity, or organization.

11. Intellectual Property Infringement: Uploading or transmitting any content that infringes upon the copyrights, patents, trademarks, design rights, or trade secrets of any other party.

12. AI Model Training: Using any content, data, portfolios, text, or files displayed on the Platform for the purpose of training, developing, testing, or refining any artificial intelligence, machine learning, or automated decision-making models or tools without the express written consent of the Company.
    1. Sanctions for Policy Violations

If the Company determines, in its sole and absolute discretion, that you have violated any provision of this Section 17, the Company reserves the right, without liability and without prior notice, to take any or all of the following actions:

1. Issue a formal written warning;

2. Remove, delete, or modify any infringing or prohibited User Content;

3. Suspend, restrict, or freeze your access to your Account and the Platform;

4. Permanently deactivate and terminate your Account;

5. Withhold, forfeit, or deduct any Account Balances or Project Funds; and

6. Report your conduct, identity, and data to law enforcement, judicial, or regulatory authorities.

17. SECTION 18: CONTENT MODERATION, REPORTING, AND APPEAL PROCEDURES
    1. Right of Moderation

The Company reserves the right, but does not assume the obligation, to monitor, review, pre-screen, moderate, flag, filter, or delete any User Content published on the Platform. The Company may utilize automated algorithms, artificial intelligence tools, and human review systems to assess compliance with these Terms.

• 2. Mechanism for Reporting Illegal or Violating Content

If you encounter any content, profile, or activity on the Platform that you believe is illegal, violates these Terms, or infringes any third-party rights, you must report it immediately to the Company by sending an email to support@talent-nest.com. Your report must include:

1. A detailed explanation of the reasons why you believe the content is illegal or in violation of these Terms;

2. The exact electronic location of the content (such as the specific URL, screenshot, or user profile identifier);

3. Your full legal name and email address; and

4. A statement confirming your bona fide belief that the allegations in your report are accurate, complete, and made in good faith.
   1. Moderation Decisions and Appeals

Upon receiving a valid report, the Company will investigate and take such action as it deems appropriate, which may include the temporary suspension or permanent removal of the reported content. If your content is moderated or removed, or if your Account is suspended due to moderation, the Company will provide you with a statement of reasons. You have the right to appeal any such moderation decision within fourteen (14) days by submitting a formal appeal email to support@talent-nest.com. The final decision-making power regarding policy violations rests solely and exclusively with the Company.

18. SECTION 19: DATA PROTECTION, PRIVACY, AND COOKIES
    1. Data Controller Status

The Company acts as the Data Controller (as defined in the UK GDPR and the Data Protection Act 2018) in respect of the personal data collected from you during the registration, verification, KYC, and operation of the Platform.

• 2. Privacy Policy Incorporation

The collection, processing, storage, transmission, and protection of your personal data are governed by our Privacy Policy, which is fully incorporated into these Terms by reference. By using the Platform, you acknowledge that you have read, understood, and agreed to the practices described in the Privacy Policy.

• 3. Cookies

The Platform utilizes cookies and similar tracking technologies to improve user experience, secure accounts, and analyze website traffic. For detailed information, please consult our Cookie Policy, which is available on the Website.

19. SECTION 20: VARIATION AND CHANGES TO TERMS AND SERVICES
    1. Right of Amendment

The Company reserves the right, in its sole and absolute discretion, to amend, modify, vary, or replace these Terms of Service, or any part of the Services, at any time. Amendments may be made to reflect changes in applicable laws, regulatory requirements, market practices, payment structures, or Platform functionality.

• 2. Notice of Material Changes

In the event of any material or significant change to these Terms, the Company will provide you with at least fifteen (15) days' prior notice by sending an email to the address associated with your Account or by publishing a prominent notification on the Platform interface.

• 3. Acceptance of Amended Terms

Your continued use of or access to the Website, Platform, or Services following the implementation of any amendments or modifications to these Terms shall constitute your full, unconditional, and irrevocable acceptance of the revised Terms. If you object to any modified term or condition, your sole and exclusive remedy is to immediately cease all use of the Platform and request the deletion of your Account.

20. SECTION 21: FORCE MAJEURE
    1. Relief from Performance

Neither the Company, its Affiliates, nor any User or Freelancer shall be deemed to be in breach of these Terms, or otherwise liable to the other, by reason of any delay in performance, or non-performance, of any of its obligations hereunder to the extent that such delay or non-performance is caused by a Force Majeure Event.

• 2. Notification and Duty to Mitigate

The party affected by a Force Majeure Event shall:

1. Promptly notify the other party (and the Company) in writing of the nature, extent, and expected duration of the Force Majeure Event; and

2. Use all reasonable endeavors to mitigate the effects of the Force Majeure Event on the performance of its contractual obligations.

21. SECTION 22: DISCLAIMER OF WARRANTIES
    1. "As Is" and "As Available" Basis

THE WEBSITE, THE PLATFORM, THE SERVICES, AND ALL PLATFORM IP AND DELIVERABLES ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

• 2. Exclusion of Implied Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY HEREBY DISCLAIMS AND EXCLUDES ALL IMPLIED WARRANTIES, CONDITIONS, AND TERMS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND TITLE.

• 3. Specific Disclaimer of Platform Quality

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT:

1. THE SERVICES OR PLATFORM WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS;

2. THE PLATFORM WILL OPERATE UNINTERRUPTED, TIMELY, SECURELY, OR FREE OF ERRORS, BUGS, VIRUSES, OR HARMFUL COMPONENTS;

3. THE RESULTS, DATA, OR INFORMATION OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, OR COMPLETELY TRUTHFUL; OR

4. ANY ERRORS OR DEFECTS IN THE SOFTWARE, CODE, OR PLATFORM WILL BE CORRECTED.

22. SECTION 23: LIMITATION OF LIABILITY
    1. Unlimited Liabilities

NOTHING IN THESE TERMS OF SERVICE SHALL LIMIT OR EXCLUDE THE LIABILITY OF THE COMPANY OR ITS AFFILIATES FOR:

1. DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, OR THE NEGLIGENCE OF ITS EMPLOYEES, AGENTS, OR SUBCONTRACTORS;

2. FRAUD OR FRAUDULENT MISREPRESENTATION; OR

3. ANY OTHER LIABILITY WHICH CANNOT BE CONTRACTUALLY LIMITED OR EXCLUDED UNDER THE APPLICABLE LAWS OF ENGLAND AND WALES.
   1. Exclusion of Indirect and Consequential Damages

SUBJECT ALWAYS TO CLAUSE 23.1, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE PLATFORM, OR THE SERVICES FOR:

1. LOSS OF PROFITS, SALES, REVENUE, OR ACTUAL OR ANTICIPATED BUSINESS;

2. LOSS OF AGREEMENTS, CONTRACTS, OR BUSINESS OPPORTUNITIES;

3. LOSS OF ANTICIPATED SAVINGS;

4. LOSS OF USE, CORRUPTION, THEFT, OR DAMAGE TO SOFTWARE, DATA, OR INFORMATION;

5. LOSS OF OR DAMAGE TO REPUTATION, CREDIT STANDING, OR GOODWILL; AND

6. ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SECUNDARY, OR EXEMPLARY DAMAGES, FEES, OR COSTS OF ANY NATURE WHATSOEVER, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   1. Maximum Financial Cap on Liability

SUBJECT ALWAYS TO CLAUSE 23.1 AND CLAUSE 23.2, THE TOTAL AGGREGATE LIABILITY OF THE COMPANY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, RESTITUTION, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, THE PLATFORM, THE SERVICES, OR THESE TERMS OF SERVICE, SHALL IN NO CIRCUMSTANCES EXCEED THE GREATER OF:

1. THE TOTAL AMOUNT OF PLATFORM FEES PAID BY YOU TO THE COMPANY IN THE SIX (6) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR

2. £100 (ONE HUNDRED POUNDS STERLING).
   1. Allocation of Risk

The provisions of this Section 23 allocate the financial risks of using the Platform between you and the Company. You acknowledge that the pricing of the Services and the availability of the Platform reflect this allocation of risk and the limitations of liability set forth herein.

23. SECTION 24: INDEMNIFICATION
    1. Scope of Your Indemnity
24. You agree to indemnify, defend, and hold harmless the Company, its Affiliates, and their respective directors, officers, employees, agents, representatives, and licensors from and against any and all claims, demands, liabilities, damages, losses, costs, expenses, penalties, and legal fees (including reasonable attorneys' fees and court costs) arising out of or in connection with:
25. Your access to and use of the Website, Platform, or Services;
26. Any User Content uploaded, submitted, posted, or transmitted by you;
27. Any breach or alleged breach by you of these Terms of Service or any associated Company policies;
28. Your performance, non-performance, or breach of any Service Contract entered into with another user of the Platform;
29. Your violation of any applicable laws, regulations, codes of conduct, or tax liabilities; and
30. Your infringement, violation, or misappropriation of any Intellectual Property Rights, privacy rights, or personal rights of any third party.
31. SECTION 25: GOVERNING LAW AND JURISDICTION
    1. Governing Law of the Contract

These Terms of Service, their subject matter, their formation, and any non-contractual disputes, controversies, or claims arising out of or in connection with them (including negotiations, agreements, and relationships) shall be governed by, and construed in accordance with, the laws of England and Wales.

• 2. Consumer Rights Preservation

Nothing in these Terms, including this Section 25, shall limit or exclude the statutory rights of Consumers residing in the United Kingdom or other jurisdictions to benefit from mandatory consumer protection provisions of their local national laws.

• 3. Exclusive Jurisdiction

Subject always to the Informal Dispute Resolution provisions set forth in Section 26, both the Company and you irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle and resolve any dispute, controversy, claim, or lawsuit arising out of or in connection with these Terms, their subject matter, or their formation (including non-contractual disputes or claims).

25. SECTION 26: INFORMAL DISPUTE RESOLUTION (USER VS. COMPANY)
    1. Mandatory Pre-Litigation Negotiations

Before initiating any formal legal proceedings, lawsuits, or arbitration against the Company, you agree to first submit any dispute, controversy, or claim arising out of or relating to these Terms, the Platform, or the Services to the Company by sending a written Complaint to support@talent-nest.com.

• 2. Mandatory Content of a Complaint

A Complaint must contain:

1. Your full legal name, business entity name (if applicable), and the primary email address and telephone number associated with your Account;

2. A highly detailed, factual, and chronological description of the events, actions, or omissions giving rise to the dispute;

3. Copies of any relevant documentation, screenshots, transactions, or communications supporting your claims; and

4. The specific legal and financial remedy or relief you are seeking from the Company.
   1. Response and Good Faith Consultation Period

Upon receipt of a complete Complaint, the Company will acknowledge receipt in writing within five (5) Business Days. The parties shall then make a good faith, commercially reasonable effort to resolve the dispute through informal negotiations, telephone conferences, or video consultations for a period of thirty (30) days following the date of the Company's acknowledgment.

• 4. Exclusion for Urgent Injunctive Relief

The requirement to undergo informal dispute resolution under this Section 26 shall not apply to any disputes, actions, or claims where either party seeks urgent, immediate injunctive or equitable relief to protect its Intellectual Property Rights, trade secrets, or Confidential Information.

26. SECTION 27: MISCELLANEOUS AND GENERAL LEGAL PROVISIONS
    1. Entire Agreement

These Terms of Service, together with the Privacy Notice, the Cookie Notice, and any other official policies published by the Company, constitute the entire, complete, and exclusive agreement and understanding between you and the Company regarding your use of the Website, Platform, and Services. This agreement supersedes and extinguishes all prior or contemporaneous agreements, understandings, promises, proposals, representations, negotiations, and communications, whether oral or written, between the parties (including any prior versions of these Terms).

• 2. No Waiver

No failure or delay by the Company in exercising any right, power, or remedy under these Terms shall operate as a waiver of that or any other right, power, or remedy, nor shall any single or partial exercise of any right, power, or remedy preclude any further or other exercise of it or the exercise of any other right, power, or remedy. Any waiver of a breach of these Terms must be in writing and signed by an authorized representative of the Company.

• 3. Severability

If any provision or part-provision of these Terms of Service is or becomes invalid, illegal, or unenforceable under the laws of any jurisdiction, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed severed and deleted. Any modification or deletion of a provision or part-provision under this Clause shall not affect the validity, legality, and enforceability of the remaining provisions of these Terms, which shall continue in full force and effect.

• 4. Third-Party Rights (Contracts Act 1999)

Save for any Affiliates, directors, officers, employees, or agents of the Company who may benefit from the limitations of liability and indemnities set forth herein, a person who is not a party to these Terms of Service has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce, benefit from, or rely upon any term of these Terms.

• 5. Assignment and Subcontracting

1. By the Company: The Company may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over, or deal in any other manner with all or any of its rights and obligations under these Terms of Service without your consent and without prior notice.

2. By the User: You shall not assign, transfer, mortgage, charge, subcontract, delegate, or deal in any other manner with any of your rights or obligations under these Terms of Service without the prior, express, and written consent of the Company. Any attempted assignment in breach of this Clause shall be null, void, and of no legal effect.
   1. Survival of Clauses

All provisions of these Terms of Service which by their nature should survive the termination or expiration of your Account or contract shall survive, including but not limited to: Section 1 (Definitions and Interpretation), Section 11 (Taxes and Statutory Responsibilities), Section 12 (No Refunds, Payment Reversals, and Chargebacks), Section 13 (Non-Circumvention Obligations), Section 14 (Platform Dispute Resolution), Section 15 (Intellectual Property Rights), Section 22 (Disclaimer of Warranties), Section 23 (Limitation of Liability), Section 24 (Indemnification), Section 25 (Governing Law and Jurisdiction), and Section 27 (Miscellaneous and General Legal Provisions).