Terms and Conditions of Business.

During the subscription period, the Client uses the Company as its primary recruitment partner for the roles covered. Full subscription terms are set out in clause 11 below, and all other provisions of these Terms continue to apply to hires made under a subscription.

1. Definitions and Interpretation

In these Terms and Conditions the following definitions apply:

References to the singular include the plural and vice versa. Headings are for convenience only. References to a statute include amendments and subordinate legislation made under it.

2. The Contract

These Terms, with any applicable Schedule(s) or Assignment Details Form, constitute the entire contract between the Company and the Client for the introduction and/or supply of Candidates.

These Terms are deemed accepted upon the earliest of: the Client receiving and using an Introduction; interviewing any Candidate introduced; engaging any Candidate; or passing Candidate information to a third party following an Introduction.

These Terms prevail over any other terms put forward by the Client unless a Director of the Company agrees otherwise in writing. No variation is valid unless agreed in writing by a Director.

For the purposes of the Conduct Regulations 2003, the Company acts as an employment agency when introducing Candidates for direct engagement, and as an employment business when supplying Temporary Workers.

3. Client Obligations and Information

Before the Company commences a search or supply, the Client undertakes to provide:

• The type of work required and the location and hours of work
• The experience, training, qualifications and any authorisation required by law or a professional body
• Any known health and safety risks and the steps taken to control them
• The required start date and the likely duration of the Engagement
• The minimum remuneration, expenses and benefits on offer
• The notice periods involved, and whether the role involves Vulnerable Persons

The Client shall notify the Company immediately of any offer of Engagement, its acceptance (including agreed remuneration and start date), and any change to information previously provided. The Company is not liable for loss arising from incomplete or inaccurate information.

4. Introductions and Suitability

An Introduction occurs on the earlier of the Company passing identifying Candidate details to the Client, or arranging an interview. The Introduction period is 12 months from the date of Introduction.

The Company takes reasonably practicable steps to confirm a Candidate is willing and suitably qualified. Notwithstanding this, the Client remains solely responsible for:

• Taking up and verifying references before engaging any Candidate
• Verifying the Candidate’s right to work in the UK and obtaining any required permissions
• Any medical checks required for the role
• Satisfying itself as to the Candidate’s suitability and complying with all legal requirements

All Introductions are confidential and proprietary to the Company. The Client shall not disclose any Candidate’s details to a third party without the Company’s prior written consent. Candidates remain associated with the Company for 12 months from Introduction for the purposes of fee liability.

5. Non-Circumvention

The Client shall not, directly or indirectly, attempt to engage any Candidate introduced by the Company other than through the Company, without prior written consent and payment of any applicable fee.

If the Client engages a Candidate (directly or indirectly, through any third party or associated entity) within 12 months of the Introduction without notifying the Company or paying the applicable fee, the full fee under Schedule 1 becomes immediately due. The same applies where the Client introduces a Candidate to a third party who then engages them within that period.

6. Fees — Permanent and Fixed-Term Placements

Permanent placements

Unless otherwise agreed in writing, the Introduction Fee is a percentage of the Candidate’s first-year gross annual remuneration, payable within 14 days of the start date:

Fixed-term, contract and consultancy

Fixed-term engagements of under 12 months are charged pro rata. Contract and consultancy engagements are charged at 20% of total contract value (or as agreed in writing in advance), invoiced monthly on actual compensation.

Conversions, cancellations and staff engagement

A temp-to-perm conversion within 12 months attracts a permanent fee, less temporary fees already paid. Withdrawing an offer before acceptance attracts a cancellation fee of 50% of the Introduction Fee. Engaging a Company employee the Client has dealt with attracts a fee equivalent to the Introduction Fee.

7. Payment Terms and Invoicing

Unless otherwise specified, invoices are payable within 14 days. Permanent fees are invoiced on the start date; contract and consultancy fees monthly; temporary supply weekly. Temporary supply invoices are payable within 7 days by pre-authorised Direct Debit via GoCardless.

VAT is charged at the applicable rate. All amounts are payable in pounds sterling without set-off or deduction. Overdue invoices may attract interest at 8% per annum above the Bank of England base rate, and the Company may suspend Services until payment is made in full.

8. Refunds, Rebates and Replacement Policy

Permanent placements — rebate scale

If a Candidate ceases employment within 12 weeks of the start date (other than by redundancy or client-initiated restructure), a rebate applies, subject to conditions:

To qualify, the Client must have complied with clauses 3 and 7, notify the Company in writing within 7 days, and grant a 4-week exclusive period to source a replacement before any cash refund is processed.

Replacement — short-term departures

If a Candidate leaves within 30 days due to unsatisfactory performance or resignation, the Company will, at its discretion, offer one free replacement for the same or similar role, or a partial rebate per the scale above. No rebate is payable for redundancy, restructure, unpaid fees, or the staff engagement fee.

Fixed-term and contract refunds

Refunds are pro rata to the duration completed: 75% within 0–20% of the term, 50% within 21–40%, 25% within 41–50%, and none after 50%. No refund applies for redundancy or client-initiated restructure.

9. Supply of Temporary Workers

Where the Company supplies Temporary Workers it acts as an employment business. The Client pays the agreed hourly or daily charge rate, which comprises the worker’s pay, holiday pay, employer’s NIC, agreed expenses and the Company’s margin, plus VAT. Charges are invoiced weekly and payable within 7 days by Direct Debit via GoCardless.

The Client signs timesheets verifying hours worked; signature confirms hours. Temporary Workers are under the Client’s direction and control from the time they report for duty, and the Client is responsible for their acts and omissions and for appropriate insurance cover.

The Company assumes responsibility for paying Temporary Workers and for PAYE and NIC where applicable. Where a worker completes the 12-week qualifying period, the Client must provide details of comparable terms to enable compliance with the Agency Workers Regulations 2010, and indemnifies the Company against claims arising from the Client’s non-compliance.

Transfer fees

A Transfer Fee of 20% of the worker’s first 12 months’ remuneration applies if the Client engages a Temporary Worker other than through the Company during the supply period or the relevant period after it. The Client may instead extend hire through the Company, or elect a 26-week extended hire period, in line with the full terms.

10. Confidentiality and Data Protection

Each party keeps the other’s confidential information confidential, disclosing only to those who need it (under equivalent obligations) or as required by law. All Candidate information is confidential and must not be shared with any third party without the Company’s prior written consent.

Each party complies with Data Protection Legislation. The Client warrants it has a lawful basis to process personal data received from the Company, uses it only to evaluate and engage Candidates, protects it appropriately, and notifies the Company without undue delay of any breach. The Company warrants it has obtained the consents required to share Candidate data for recruitment purposes.

11. Subscription Services

The Company offers a subscription-based recruitment service to Clients making multiple hires within a 12-month period on preferential terms, subject to a separate written agreement or agreed commercial terms.

• Payment: subscription fees are paid monthly in advance by Direct Debit via GoCardless; an active mandate must be maintained.
• Term: a minimum of 12 months, reviewed at the end of the period. The Client may terminate after 6 months if no hire has been made and no suitable Candidate introduced, by written notice; outstanding amounts must be paid first.
• Included hires: up to four (4) successful hires within the 12-month period.
• Additional hires: charged at a reduced Introduction Fee of 7.5% of first-year gross annual remuneration.
• Exclusivity: during the subscription, the Company is the Client’s primary recruitment partner for the roles covered; communications about Candidates discovered through the Company go through the Company.

All other provisions of these Terms — including non-circumvention, suitability, data protection and payment — continue to apply to hires made under a subscription.

12. Liability

Nothing limits liability for death or personal injury caused by negligence, fraud, or anything that cannot lawfully be excluded. Subject to that, the Company is not liable for loss of profit, business, savings, goodwill or any indirect or consequential loss, and its total aggregate liability shall not exceed the greater of £1,000 or the total fees paid by the Client in the preceding 12 months.

The Company gives no guarantee that an Introduction will result in an Engagement or that any Candidate will be suitable; the Client makes its own assessment. The Client indemnifies the Company against costs and claims arising from the Client’s breach, its engagement of any Candidate or Temporary Worker, or its non-compliance with applicable legislation.

13. Intellectual Property

Unless otherwise agreed in writing, intellectual property created by a Temporary Worker during an Assignment vests in the Client, and the Company will use reasonable endeavours to secure the necessary documents. All intellectual property in the Company’s own systems, processes, databases and materials remains the Company’s exclusive property.

14. Termination

Either party may terminate immediately by written notice if the other commits an unremedied material breach, becomes insolvent, or ceases to carry on business. Termination does not affect accrued rights, including the right to recover fees for Introductions made before termination. On termination the Client pays all outstanding invoices and, for a subscription, all remaining monthly fees for the unexpired minimum term. Clauses 5, 6, 7, 8, 10, 12 and 15 survive termination.

15. General

Notices must be in writing. Neither party is liable for delays caused by events beyond its reasonable control. If any provision is held invalid it is severed and the rest continues in effect. No failure to exercise a right is a waiver. These Terms confer no third-party rights.

These Terms are governed by the law of England and Wales, with the exclusive jurisdiction of its courts. The Client shall comply with all applicable laws including the Bribery Act 2010, the Modern Slavery Act 2015, the Equality Act 2010, and applicable employment and immigration legislation. These Terms, with any Schedule(s), constitute the entire agreement between the parties.

Schedule 1 — Fee Structure

Permanent placements

Other engagements

• Contract / consultancy: 20% of total contract value, or as separately agreed in writing.
• Transfer fees (temporary workers): 20% of the first 12 months’ remuneration.
• Subscription — additional hires: 7.5% of first-year gross annual remuneration per hire beyond the included four.
• Late payment interest: 8% per annum above the Bank of England base rate.