Terms of service.
Terms and Conditions of Business for Permanent & Fixed-Term Placements
1. Scope of Agreement
1.1 These Terms and Conditions apply to:
a. Any business or recruitment services undertaken by the Agency for the Client.
b. The Client's employment, engagement, or use of any Candidate introduced by the Agency.
1.2 Acceptance of these terms occurs when the Client uses any CV provided by the Agency or employs/engages a Candidate introduced by the Agency, with or without a written agreement.
1.3 These Terms and Conditions constitute the entire agreement between the Agency and the Client regarding recruitment services and exclude any other agreements or terms the Client may attempt to impose.
2. Placement Process
2.1 The Agency will use reasonable skill in sourcing and introducing Candidates to the Client.
2.2 The Client shall provide all necessary details about the Placement, including job description, anticipated salary, and other relevant information.
2.3 The Agency makes no warranty on the accuracy of information provided by Candidates or third parties and is not liable for any loss or costs arising from inaccurate or misleading information.
2.4 If the Client instructs the Agency to approach a specific Candidate, the Client will indemnify the Agency against any claims resulting from this action.
2.5 The Agency does not guarantee that any Candidate will accept a Placement.
2.6 The Agency is not liable for any losses, costs, or regulatory fines incurred by the Client due to the Candidate's acts or omissions.
2.7 The Client acknowledges that it is solely responsible for the final hiring decision.
2.8 The Client shall notify the Agency of any security or health requirements applicable to the Candidate.
2.9 The Agency is not responsible for arranging work permits, insurance, or other employment-related requirements for the Candidate.
3. Fees
3.1 Placement Fees are calculated as a percentage of the Candidate’s Salary Package, as agreed between the Parties. If no agreement is made, standard fees apply based on the Fee Schedule. Placement Fees are due even if the offer is not finalised through no fault of the Candidate.
3.2 For Fixed-Term Placements, fees are calculated on an annualised Salary Package pro-rated to the term.
3.3 Part-Time Placement fees are based on the full-time equivalent Salary Package.
3.4 Fees are exclusive of VAT, which is charged at the prevailing rate.
4. Additional Costs
4.1 Additional Costs require the Client’s prior approval and will be charged at agreed rates. These costs are payable even if the Placement is not completed.
5. Payment Terms
5.1 All invoices are due within seven (7) days, with no right of set-off.
5.2 Placement Fees are invoiced upon the Candidate’s acceptance of the Client’s offer.
5.3 The Client is deemed to have accepted an invoice if no dispute is raised within seven (7) days. Disputes will not allow the Client to withhold payment of future invoices.
5.4 The Client shall pay any costs incurred by the Agency in recovering overdue payments.
6. Retained Searches
6.1 Retained Search Fees are calculated on the Salary Package and invoiced in three stages:
a. 33% upon the Agency’s acceptance of the assignment;
b. 33% upon presenting a shortlist or after 30 days;
c. The final balance upon the Candidate’s acceptance of an offer.
6.2 Retained Search Fees are non-refundable, and if the Client withdraws the offer, all fees are immediately payable.
7. Fixed-Term Extensions & Conversions
7.1 If a Fixed-Term Placement is renewed, extended, or converted to permanent within twelve (12) months, further fees are due as specified in clause 3.
7.2 The Client shall notify the Agency in writing of any such extension or conversion.
8. Circumstances Where Fees Are Due
8.1 Placement Fees are due if:
a. The Candidate accepts an offer within twelve (12) months of the final communication with the Agency.
b. The Candidate is employed via another recruitment agency or introduced to a third party within twelve (12) months of the Agency’s Introduction.
8.2 The Client must notify the Agency within seven (7) days of the Candidate’s start date and agreed Salary Package.
9. Replacement Candidates
9.1 If a Candidate leaves within nine (9) weeks of starting, the Agency may provide a replacement, subject to:
a. The Candidate leaving voluntarily (not due to redundancy or role changes);
b. All invoices being settled;
c. The Client’s compliance with legal obligations;
d. Exclusive replacement request to the Agency;
e. The replacement role being identical; and
f. Notice within fourteen (14) days of termination.
9.2 No replacement is offered beyond the initial Candidate.
9.3 Any salary changes in the replacement role will increase the invoiced amount.
9.4 Replacement offers are valid for two (2) months post-termination.
9.5 This clause only applies to Permanent Placements
10. Confidentiality and Data Protection
10.1 Each Party will hold information of the other that can be reasonably regarded as being confidential or is notified as being so by the disclosing Party, in confidence and will not disclose such information without the consent of the other Party unless required by law or a court of competent jurisdiction, or it has already been made available to the public other than through a breach of this clause. Any CVs or details of the Candidate provided to the Client by The Agency shall remain the confidential information of The Agency.
10.2 Each Party shall comply with its data protection obligations as more particularly set out in the Data Protection Legislation that applies to that Party. The Parties agree that they will be classified under the Data Protection Legislation as independent Data Controllers and have agreed to both comply with the Data Sharing Protocol relating to the data sharing referred to in these Terms and Conditions. The Client shall indemnify The Agency against all liabilities, costs, expenses, damages and direct losses and all interest, penalties and reasonable legal and professional costs and expenses suffered or incurred by The Agency arising out of or in connection with any third-party claims (including those of Candidates) caused by the misuse of a Candidate’s personal data by the Client or its Subsidiaries, any company within its group of companies or the employees, directors, agents, or contractors of each.
11. Anti-bribery
Neither Party shall make or receive any bribe or other improper payment. Each Party shall comply with applicable Bribery Laws, including ensuring that it has in place adequate procedures to ensure compliance with the Bribery Laws and each shall ensure that all of that Party’s personnel so comply.
12. Tax Evasion
The Client shall not engage in any activity which would constitute either a UK tax evasion facilitation offence under section 45(1) of the UK Criminal Finances Act 2017 (the “Act”), or a foreign tax evasion facilitation offence under section 46(1) of the Act. The Client shall promptly report to The Agency any request or demand from a third party to facilitate the evasion of tax in connection with the performance of these Terms and Conditions.
13. Modern Slavery
Both Parties undertake that neither Party nor any of its officers, employees, agents, or subcontractors has committed an offence under the Modern Slavery Act (a “MSA Offence”) or is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act. Each Party shall notify the other immediately in writing if it becomes aware or has reason to believe that it has potentially breached its obligations under this clause 13.
14. Termination
14.1 These Terms and Conditions will remain in place until terminated in accordance with this clause.
14.2 Either Party may terminate these Terms and Conditions for convenience by giving thirty (30) days written notice to the other Party.
14.3 Without affecting any other right or remedy available to it, either Party can immediately terminate these Terms and Conditions if:
a. the other Party commits a breach of Clause 10, 11, 12, and 13 and if such breach is remediable fails to remedy the breach within a period of thirty (30) days after being notified to do so; and
b. the other Party takes or has taken against it any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this.
14.4 Notwithstanding any other provision of these Terms and Conditions, any fees accrued at the date of termination, including due to the operation of clause 6.2, will remain due and payable.
15. Law and Jurisdiction
15.1 Any dispute arising out of or in connection with these Terms and Conditions, including any question regarding their existence, validity, or termination, shall be subject to the exclusive jurisdiction of the Courts of England and Wales.
15.2 These Terms and Conditions shall be governed by and construed in accordance with the laws of England.
16. General
16.1 Neither Party shall be liable to the other under or in connection with these Terms and Conditions or any contract made upon them for any indirect or consequential loss, loss of profits, loss of business, loss of revenue, loss of anticipated savings, loss of reputation, or regulatory fines. Nothing in these Terms and Conditions (i) any warranty, exclusion or limitation of liability or right imposed by statute or regulation to the extent that it cannot lawfully be excluded or limited (ii) death or personal injury arising from either Party’s negligence or (iii) fraud or fraudulent misrepresentation.
16.2 Subject to the extent that a liability cannot be lawfully excluded or limited, the maximum liability of each Party to the other in respect of any Placement shall be limited to one hundred and twenty percent (120%) of the Placement Fees which are payable.
16.3 The Client will not during the course of The Agency’s engagement under these Terms and Conditions and for a period of twelve (12) months thereafter (either on its own account or for any other individual or organisation), directly or indirectly induce, entice, or solicit away or try to induce, entice, or solicit away from The Agency any individual who is an employee, director, or consultant of The Agency and who has worked in respect of the Business at any time during the period of The Agency’s engagement. If the Client employs or engages any person in breach of this provision, the Client shall pay to The Agency on demand the sum equivalent to fifty percent (50%) of the Salary Package of such person. The Parties agree that this is a genuine pre-estimate of loss.
16.4 If any clause is held by a court of competent jurisdiction to be illegal or unenforceable, that part will be severed from all other terms without affecting the validity or enforceability of all other provisions of these Terms and Conditions.
16.5 If a Party is prevented in the performance of its obligations under these Terms and Conditions by circumstances that are beyond the control of that Party (acting reasonably) such as acts of God, fire, floods, lightning, war, revolutions, acts of terrorism, laws or actions taken by governmental or public authorities and riots or civil commotion then that Party will not be liable for what would otherwise have been a breach of its obligations under these Terms and Conditions, save for the Client’s obligation to pay the Fees in accordance with these Terms and Conditions.
16.6 No failure or delay by either Party in exercising any right or remedy available to it will constitute a waiver of that or any other right or remedy. No waiver or amendment of any clause will be effective unless confirmed in writing to the other Party and in the case of The Agency, by a director of The Agency.
16.7 Those clauses which, by their nature, are intended to continue to have effect following termination or expiry of these Terms and Conditions shall survive and continue to bind the Parties.
16.8 A person who is not a Party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to benefit from or enforce any term of these Terms and Conditions.
16.9 Any variation to these Terms and Conditions, including the attempted introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by an authorised signatory of The Agency (unless these Terms and Conditions expressly provide to the contrary).
Fee Schedule
Placement Fees
The table below sets out The Agency’s standard % fees for permanent and fixed-term recruitment, which are subject to and incorporated into the Terms and Conditions of Business for Permanent and Fixed Term Placements of The Agency.
Salary Package
Fee as Percentage of Salary Package
£0 to £39,999
25%
£40,000 to £64,999
26%
£65,000 +
27.5%
For retained searches, fees will be payable in three (3) equal instalments in accordance with clause 6 of the Terms. The Agency may propose an increased % in certain circumstances, for example, where the role is likely to require additional time and resources or the nature of the services is more complex.
Any such increase or any other variation to the fees is subject to written agreement (which may include by email) between The Agency and the Client, and will be incorporated into the Terms.