Legal Terms of Service

Terms of Service

Version: 6.6
Effective: 10 October 2026
Governing law: England and Wales

On this page · 22 sections+

Each section below opens with a short summary in plain English. The summary is there to help you find your way. The section itself is what you are agreeing to, so please read it.

1Agreement and your account

These Terms cover how you use the platform. Your engagement is covered by a separate contract. You need one account, in your own name, with accurate details.

1.1 Acceptance. By creating an account with VERTX Talent ("the Platform"), or by using the Platform, you agree to these Terms. The Platform is operated by VERTX Talent Ltd (Company No. 16902446), registered in England and Wales, 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ.

1.2 What these Terms cover. These Terms govern your use of the Platform. The commercial terms of any engagement are set out in the Master Services Agreement and the order for each engineer (for Clients) and the VERTX Engineer Terms (for Talent), which are entered into separately and govern the engagement. An engineer who signed the earlier VERTX Independent Contractor Agreement keeps it for the engagement it covers. Where those agreements and these Terms conflict, those agreements govern the engagement.

1.3 Eligibility. By accepting these Terms you represent that: (a) you are at least 18 years old; (b) you have the authority to enter into these Terms and, where you act for a company or other entity, to bind that entity; (c) you are not resident in, or a national of, a jurisdiction subject to comprehensive sanctions, and you are not listed on any applicable sanctions list; and (d) where you act for a Client, the Client is a business registered in the United Kingdom and you use the Platform for its business, not as a consumer.

1.4 One account, in your own name. You may hold one account. You must register it in your own name and give accurate and complete information, and you must keep that information current. You must not create an account for someone else to use, register more than one account, or apply or register using a different identity, email address, telephone number or device in order to get around a decision VERTX has made about you.

1.5 Your account is yours to protect. Keep your password confidential and do not share your login with anyone. You are responsible for everything done under your account. Tell us immediately at hello@vertxtalent.io if you believe someone else has used it.

1.6 Verification. VERTX may verify your identity, your location and, where you act for a business, your authority to act for it, both when you register and at intervals afterwards. You agree to provide the documents and information reasonably needed for that, and you authorise VERTX to make the necessary enquiries directly or through a verification provider. Some features may be limited while verification is in progress. VERTX verifies each Client business, and the authority of the person acting for it, before it introduces engineers to that Client, and may decline to make introductions until that verification is complete.

1.7 Accurate information. Providing false, misleading or incomplete information about your identity, your location, your business, your experience, your skills or your qualifications is a breach of these Terms and may result in removal from the Platform.

2The Service, a managed development platform

VERTX vets engineers, matches them to companies, and runs the engagement. VERTX is not an employer and does not employ the engineers.

VERTX connects companies ("Clients") with pre-vetted engineers ("Talent") under a managed development service. VERTX matches Talent to Client requirements through a multi-stage vetting process, manages the delivery relationship and the billing, and delivers accepted work to the Client.

VERTX does not employ Talent and is not an employer of record. VERTX contracts as principal with each Client and, separately, with each engineer. Talent are independent professionals. No employment, worker, joint venture, partnership, franchise or agency relationship is created by use of the Platform.

3Client use of the Platform

The money side of an engagement lives in your Master Services Agreement. You pay ahead for the days you plan, at one day rate per engineer. Before the agreement is signed, you agree not to take an engineer we introduced you to outside VERTX.

3.1Commercial terms are in the MSA and the Order. The fees, billing cadence, notice, non-circumvention and all other commercial terms of an engagement are in the VERTX Master Services Agreement and the Order for that engineer, which the Client accepts before an engagement begins. These Terms govern the Client's use of the Platform, not the commercial deal.

3.2Pre-contract non-circumvention. From acceptance of these Terms, and for twelve (12) months after the Client last accesses an engineer's details through the Platform, the Client must not, directly or indirectly, engage, employ, solicit or contract with any engineer introduced or shown to the Client through the Platform, outside VERTX, or otherwise circumvent VERTX. The identities, profiles and rates of engineers are VERTX Confidential Information. This clause protects VERTX in the period before a Master Services Agreement is signed. Once the Client accepts an MSA, the non-circumvention and permitted-buyout terms in the MSA govern and this clause yields to them. A breach entitles VERTX to the direct-engagement fee set out in the Master Services Agreement, which the Client accepts before any engagement begins, as a genuine pre-estimate of VERTX's loss.

3.3Payment. A Client pays VERTX in advance for the engineer days it plans, as set out in the Order for each engineer and the MSA, using the payment methods offered on the Platform. Payments are processed by our payment providers. Each payment is a payment to VERTX for VERTX's services: VERTX does not hold it for anyone else, and it is not an escrow, a wallet or client money. VERTX pays Talent from its own funds under the Engineer Terms.

3.4Prices and VAT. Each engineer has one all-in day rate, shown to the Client before an offer is made. Prices are exclusive of VAT. VERTX is not currently registered for VAT and does not charge it; if VERTX registers, VAT is added at the applicable rate to supplies made after the date of registration.

3.5Business use only. The Platform is offered to businesses for business purposes. A Client is not a consumer, and consumer protection legislation does not apply to its use of the Platform or to an engagement.

4Talent use of the Platform

You are vetted before you are matched, you engage under your own contract with VERTX, and while you are with us you deal with our clients through us rather than around us. You stay free to do other work.

4.1All Talent complete VERTX's multi-stage vetting process before being matched.

4.2Talent maintain professional standards during engagements and comply with the Acceptable Use Policy.

4.3Talent engage under the separate VERTX Engineer Terms, accepted on the Platform, which govern the commercial and legal terms of their engagements (or, for an engineer who signed it, the earlier Independent Contractor Agreement, for the engagement it covers).

4.4Talent are independent contractors, not employees of the Client or of VERTX.

4.5Capacity. Talent commit to a stated weekly Capacity (Full-Time Capacity is approximately 40 hours per week of engineering capacity; Part-Time Capacity is approximately 20 hours per week). Capacity refers to engineering output, not mandated employment-style hours.

4.6Non-circumvention. From acceptance of these Terms, and for twelve (12) months after you last have access through the Platform to a Client or to a Client opportunity, you must not, directly or indirectly, contract with, invoice, accept payment from, or solicit work from that Client outside VERTX, and you must not otherwise circumvent VERTX in respect of that Client. You must not request or accept payment for VERTX work other than through VERTX, and you must not provide or request means of direct contact for the purpose of taking a VERTX introduction off the Platform. If a Client asks you to work with them directly, tell VERTX promptly rather than agreeing. Once you accept the Engineer Terms, their non-circumvention terms govern and this clause yields to them.

4.7You remain free to work elsewhere. Clause 4.6 applies only to Clients and opportunities you reach through VERTX. Nothing in these Terms restricts you from doing any other work, for any other company, on any other platform, or from continuing a relationship you already had with a company before VERTX introduced you to it. VERTX does not ask for exclusivity. You must, however, be free to take the work: the Engineer Terms ask you to confirm that no other contract stops you doing it or gives anyone else rights in it.

4.8A decision on your application. Acceptance into the network is at VERTX's discretion. Completing an assessment does not entitle you to be matched, and being matched does not guarantee an engagement.

5Vetting integrity and anti-cheating

Assessments are monitored, and cheating means permanent removal. A single odd moment is not cheating, and we look at the whole picture before deciding.

5.1Monitoring. VERTX assessments are monitored for integrity. Monitoring includes recording your screen and your activity during the assessment, automated analysis of how the work was produced, and human review. We do not set out the individual checks we run, because how our assessment works is confidential to us. What each assessment records is described to you before you begin it.

5.2What counts as cheating. The following result in immediate failure and permanent removal with no right to reapply: (a) having another person complete or assist with an assessment; (b) using unauthorised AI tools, second devices or external resources during a proctored assessment; (c) submitting work not genuinely produced by the applicant; (d) misrepresenting identity; or (e) any other deliberate attempt to circumvent the integrity of the process.

5.3Reasonable judgement on edge cases. Where monitoring flags activity that does not clearly constitute cheating (for example a single tab switch or a brief interruption), VERTX reviews the full recording and context before deciding. A single anomaly is not, by itself, a basis for removal.

5.4Determinations are final, made by VERTX at its sole discretion, subject to applicable data-protection rights.

5.5No reapplication. Applicants removed for cheating are not eligible to reapply; attempts to reapply under a different identity, email, phone number or device are a further breach.

5.6Monitoring is a condition of assessment, not a consent. Monitoring is how a remote assessment can be reviewed, kept consistent between reviewers, and relied on. It is a condition of sitting one rather than a choice, so we do not ask you to consent to it: consent that cannot be refused without losing the assessment would not be freely given, and asking for it would be misleading. We rely on our legitimate interests, which the Applicant Privacy Notice sets out in full, together with your right to object. If you do not want to be monitored, tell us before you book. We cannot assess you without it, so in practice that means we cannot take the application further. Nothing is held against you.

5.7Permitted AI use. AI tools are permitted in any assessment designated as AI-augmented, where demonstrating effective collaboration with AI is part of the assessment. The prohibition in 5.2(b) applies only to proctored assessments where AI assistance is expressly prohibited.

5.8Assessment material. Assessment briefs, tasks, questions and test data are VERTX Confidential Information. You must not copy, publish, share or distribute them, during the assessment or afterwards.

6Rate confidentiality

Talk to VERTX about money, not to each other.

Neither Talent nor Clients may discuss, disclose or communicate compensation, rates or fee structures with each other or with other users. All rate and fee discussion goes exclusively through VERTX. Breach is a material breach of these Terms.

7AI-augmented development

Our engineers use AI tools as part of normal practice, and the client reviews and accepts the work.

VERTX engineers use AI-assisted development tools as a standard part of their practice. By engaging a VERTX engineer, the Client consents to this use unless the Order states specific restrictions. The Client is responsible for reviewing and accepting deliverables; VERTX does not warrant that AI-assisted output is free of third-party rights or fit for the Client's particular purpose (see the MSA).

More generally, VERTX sources, vets, matches and manages Talent but does not itself perform the technical work. VERTX does not warrant the quality of Talent work-product, and is not liable for the acts or omissions of Talent, or for any infringement of third-party intellectual property rights by Talent, save as expressly set out in the MSA (for Clients) and the Engineer Terms (for Talent).

8Intellectual property

Work the client has paid for belongs to the client, week by week. Work they have not paid for does not. The network itself is ours, and it is protected as a database.

8.1Intellectual property in work produced by Talent passes to the Client as each week in which it was produced is paid for, as set out in the MSA and the Engineer Terms. VERTX retains no rights in paid-for Client deliverables.

8.2Talent keep the rights in anything they created before an engagement or outside it, as set out in the Engineer Terms.

8.3IP on non-payment. Where a Client has not paid, IP in the unpaid work does not transfer to the Client, and VERTX may withhold transfer of code or deliverables pending payment.

8.4VERTX intellectual property. The Platform, its software, its assessment material and the VERTX name and marks belong to VERTX. Using the Platform gives you no right to use them beyond what is needed to use the Platform itself.

8.5Reporting infringement. If you believe material on the Platform infringes your intellectual property, write to hello@vertxtalent.io identifying the material, where it appears, the right you hold and your contact details. VERTX will review and, where appropriate, remove it.

8.6Database rights. The databases behind the Platform, including the compilation of Talent profiles, assessment records, Client records and engagement data, are databases in which VERTX owns the database right under the Copyright and Rights in Databases Regulations 1997, together with the copyright in their selection and arrangement. You must not extract or re-utilise all or a substantial part of the contents of any of them. You must not repeatedly or systematically extract or re-utilise insubstantial parts in a way that conflicts with VERTX's normal exploitation of the database or unreasonably prejudices VERTX's legitimate interests. You must not create, publish or otherwise make available any database, directory, index, listing or trained model derived in whole or in part from those contents. This clause applies however the extraction is carried out, by hand or by any automated means, and the rights it asserts exist independently of your agreement to Clause 11.3.

9Content licence

We can use what you upload in order to run the platform. Using an engineer's photograph or video in marketing needs their separate consent, which they can withdraw.

9.1Platform content licence. You grant VERTX a royalty-free, non-exclusive, worldwide licence to use, reproduce, display and distribute content you submit, and to make the technical modifications (such as formatting or resizing) needed to display it, solely to operate and provide the Platform (including matching Talent to Client requirements and running the engagement). This licence does not extend to the general marketing exploitation of a Talent's name, image, photograph or video: those are governed solely by the Talent's separate, withdrawable opt-in consent, given in writing, and not by this licence, and the modify and distribute rights in this section do not reach a Talent's images or video. You may request removal of content by emailing hello@vertxtalent.io; removal takes effect within 30 days, except where we are required to keep the content by law, where we need it to evidence a prior engagement, or where we need it to establish, exercise or defend a legal claim. If you believe content on the Platform infringes your copyright or another of your rights, or is unlawful, report it as set out in Report content or copyright (vertxtalent.io/legal/report-content), and we will remove or restrict it expeditiously where the report shows it is unlawful.

9.2Client identification. Separately from the Platform content licence in Clause 9.1, VERTX may use the Client's business name and logo to identify the Client as a customer of VERTX in VERTX's marketing materials and on its website. This permission is limited to the Client's business name and logo only, and does not extend to any Talent's name, image, photograph or video (which remain governed solely by that Talent's separate, withdrawable consent). The Client may opt out at any time on written request to hello@vertxtalent.io, and VERTX will remove the Client's name and logo from its then-current marketing materials and website within 30 days.

9.3We do not train public AI models on your content. VERTX does not use content you submit, or work produced during an engagement, to train publicly available artificial intelligence models. Where AI is used inside the Platform, it is described in the Privacy Policy.

10Confidentiality

Keep what you learn through VERTX to yourself.

Each party keeps engagement details, pricing and proprietary information confidential. This survives for three (3) years; trade-secret and reverse-engineering restrictions survive indefinitely. The confidentiality terms of the MSA, the Engineer Terms and any signed Independent Contractor Agreement take precedence over this section.

11Acceptable use

Use the platform for real work, honestly, and do not attack it or scrape it.

11.1Business use. The Platform is provided for business purposes. Use it to find, offer, manage and pay for engineering work, and for nothing else.

11.2Prohibited conduct. You must not: (a) misrepresent your identity, experience, skills or qualifications, or those of anyone else; (b) let another person use your account, or present another person's work, profile or identity as your own; (c) post or transmit content that is unlawful, defamatory, discriminatory, harassing or infringing; (d) express an unlawful preference, or unlawfully discriminate against anyone, in a role description, a proposal or a decision; (e) post another person's personal data without a lawful basis to do so; (f) request or accept payment for work not performed, or misreport work performed; (g) recruit users of the Platform to another agency, platform or company; or (h) use the Platform to build or benchmark a competing service.

11.3Anti-scraping and automated access. You must not use manual or automated means (including scripts, robots, AI agents, LLM-based tools or automated decision systems) to: (a) access, scrape, crawl or spider the Platform; (b) extract data including talent profiles, pricing or engagement data; (c) monitor the Platform for competitive purposes; (d) run bots for any Platform activity; (e) frame, mirror or simulate the Platform; or (f) access the Platform other than through VERTX-provided interfaces.

11.4Platform integrity. You must not attempt to bypass any security or access control, interfere with or compromise the Platform or its infrastructure, introduce malicious code, place unreasonable load on the Platform, or reverse engineer any part of it.

11.5Malicious code, unauthorised access and criminal liability. You must not knowingly introduce a virus, trojan, worm, logic bomb, ransomware or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Platform, to the server on which it is stored, or to any server, computer or database connected to it, and you must not attack the Platform by denial-of-service or distributed denial-of-service. Conduct of that kind is a criminal offence under the Computer Misuse Act 1990. VERTX reports any such breach to the relevant law enforcement authorities and co-operates with them, including by disclosing your identity, and your right to use the Platform ends immediately.

12Enforcement, suspension and removal

We investigate breaches and can suspend or remove an account. Not acting on one breach does not mean we have given up the right to act on another.

12.1Investigation. VERTX may investigate any suspected breach of these Terms and may suspend access, withhold a match, or remove content while it does so.

12.2Suspension and removal. VERTX may suspend or remove any user, with or without cause, effective on notice. Following suspension: (a) Talent are paid for every day worked up to that point, under the Engineer Terms; (b) confidentiality, non-circumvention, non-solicitation and IP provisions survive; and (c) these Terms remain enforceable.

12.3No waiver. VERTX is not obliged to act on every breach. Not acting on one breach does not waive the right to act on that breach later, or on any other breach.

12.4Reporting a breach. If you believe someone is breaching these Terms, tell us at hello@vertxtalent.io. If we investigate, you agree to help us reasonably with the investigation.

12.5Closing your account. You may close your account at any time by writing to hello@vertxtalent.io. Closing your account does not end an engagement already under way, or discharge any amount already owed, and the provisions listed in Clause 21.4 continue to apply.

13Indemnification

If something you do lands VERTX with a claim, you cover it.

You agree to defend, indemnify and hold VERTX harmless from claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) content you submit; (c) misuse of the Platform; (d) your violation of applicable law; (e) any claim that VERTX was an employer or joint employer of you or any Talent introduced to you; (f) misclassification resulting from your own actions; or (g) use of the Platform by others using your account.

14Force majeure

Neither of us is liable for what neither of us can control.

Neither party is liable for any failure or delay resulting from circumstances beyond reasonable control, including natural disasters, pandemics, acts of war, government actions, power or internet failures, third-party outages or strikes. The affected party notifies the other promptly and uses reasonable efforts to mitigate.

15Disclaimers and limitation of liability

The software is provided as it is. That disclaimer covers the software only, not the standard of our vetting and matching service. Links in and out are covered here too.

15.1 The Platform software is provided "as is". The VERTX Platform (its website, dashboard and software) is provided on an "as is" and "as available" basis. VERTX does not warrant that the Platform software will be available, uninterrupted, error-free or free of defects, or that it will operate without delay. This disclaimer is limited to the Platform software only. It does not disclaim, reduce or vary the standard of VERTX's managed vetting and matching service, which is performed with reasonable skill and care and is governed by the MSA (for Clients) and the Engineer Terms (for Talent).

15.2 Limitation of liability. For use of the Platform, VERTX is not liable for indirect, incidental, consequential, special, punitive or exemplary damages, and VERTX's aggregate liability arising from these Terms is capped at the total fees paid by you in the one (1) month preceding the claim. The liability terms of the MSA and the Engineer Terms govern the commercial engagement. Nothing excludes liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded by law.

15.3 Links to other sites. Where the Platform links to a site or resource operated by somebody else, the link is provided for information only. VERTX has no control over the content of those sites, does not endorse them by linking to them, and is not liable for any loss or damage arising from your use of them.

15.4 Linking to the Platform. You may link to the Platform's home page, provided you do so fairly and lawfully and in a way that does not damage VERTX's reputation or take advantage of it. You must not establish a link in a way that suggests any association, approval or endorsement by VERTX where none exists, and you must not frame or mirror the Platform within another site. VERTX may withdraw linking permission at any time on notice.

16Dispute resolution

Raise it with us first. Nothing stops you going to court after that.

Disputes about the commercial engagement are handled under the MSA or the Engineer Terms, as applicable. Disputes about use of the Platform are first raised with VERTX in good faith; nothing prevents either party from pursuing legal remedies.

17Data protection

Our Privacy Policy explains what we do with your data, including where AI is involved.

VERTX complies with UK GDPR and the Data Protection Act 2018. The full Privacy Policy, published alongside these Terms at /legal/privacy, sets out our processing, including where we use artificial intelligence and the position under Article 22 UK GDPR. Applicants to the network are also given the Applicant Privacy Notice at /legal/applicant-privacy at the point they apply. If you have a concern about how we use your personal data, you can raise it with us at privacy@vertxtalent.io, as the Privacy Policy explains.

18Governing law

England and Wales, and the courts here.

These Terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute arising from these Terms.

19Changes

We will give you 14 days' notice of a change.

We may update these Terms with 14 days' notice by email or on the Platform. Continued use after notice is acceptance of the updated Terms. The version number and effective date at the top of this document tell you which version applies.

20Contact

Here is how to reach us.

VERTX Talent Ltd, Company No. 16902446, 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ.

Talent and applicants: talent@vertxtalent.io Clients: hello@vertxtalent.io Data protection: privacy@vertxtalent.io

Where a clause in these Terms says to write to hello@vertxtalent.io, Talent and applicants should use talent@vertxtalent.io instead. Both reach us; the right one reaches the people who handle it.

21General

The usual closing provisions.

21.1 Entire agreement. These Terms, together with the Privacy Policy and the Acceptable Use Policy referenced in them, are the entire agreement between you and VERTX for your use of the Platform, and supersede any prior understanding on that subject. The MSA and each order under it (for Clients) and the Engineer Terms (for Talent) govern the commercial engagement and prevail over these Terms to the extent of any conflict about the engagement.

21.2 Severance. If any provision of these Terms is held invalid or unenforceable, it is modified to the minimum extent necessary to make it enforceable or, if that is not possible, severed, and the remaining provisions continue in full force.

21.3 Assignment. VERTX may assign or transfer these Terms, in whole or in part, to an affiliate or to a successor in connection with a corporate transaction. You may not assign or transfer these Terms without VERTX's prior written consent.

21.4 Survival. Any provision that by its nature should survive termination or your ceasing to use the Platform survives, including the provisions on non-circumvention, confidentiality, intellectual property, rate confidentiality, indemnification, disclaimers and limitation of liability, and governing law.

21.5 Third-party rights. Only you and VERTX may enforce these Terms. A person who is not a party to them has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of their provisions, except that any member of the VERTX group of companies may enforce them.

22Definitions

What the capitalised words mean.

Client means a business registered in the United Kingdom that uses the Platform to engage engineering talent through VERTX.

Talent means an engineer who is assessed by VERTX and, once accepted, offered to Clients through the Platform. An applicant is someone who has applied and has not yet been accepted.

Platform means the VERTX website, dashboards, assessment environment and related software, on every domain VERTX operates them.

Means of direct contact means any information that would let another user contact you away from the Platform, or find the information to do so. Telephone numbers, email addresses, postal addresses, messaging handles and links to a personal site carrying contact details are all means of direct contact.

Assessment material means the briefs, tasks, questions, test data and scoring criteria used in VERTX vetting.

MSA means the VERTX Master Services Agreement, which a Client accepts before an engagement begins. Order means the record of a specific engagement under an MSA, accepted on the Platform when the Client offers the role (an Order Form where one was signed under an earlier version of the MSA). Engineer Terms means the VERTX Engineer Terms between VERTX and a member of the Talent network. ICA means the earlier VERTX Independent Contractor Agreement, which continues only for engineers who signed it, for the engagement it covers.

Confidential Information means information disclosed by one party to the other that is not public and that a reasonable person would understand to be confidential, including engineer identities and profiles, Client engagement details, pricing, and Assessment material.

VERTX Talent Ltd · Terms of Service version 6.6, effective 10 October 2026, England and Wales.

Questions about this document? Write to privacy@vertxtalent.io.