TERMS OF BUSINESS FOR THE INTRODUCTION OF STAFF

TERMS OF BUSINESS FOR THE INTRODUCTION OF STAFF

BACKGROUND

    1. Identifi Global is one of the UK’s leading experts in personalised career management and talent acquisition for both permanent and contract roles
    2.  You wish to engage us to render the Services. We will refer to you as “you/your/the Client”. 

 

WHO ARE WE?

    1. We are Identifi Global Limited, a company with limited liability registered in England and Wales with Registration Number 09652112, with offices at First Floor Unit 18, Bradbourne Drive, Milton Keynes, MK7 8BE  (“we/our/us/Agency”)

 

ACCEPTANCE

  1. You agree to these Terms, which supersede any terms, orders, your documents or our internal documents to the extent that there is a conflict between them. These terms will be deemed accepted, when any of the following happen:
    1. you request us to Introduce a Candidate for any position; or
    2. you, or a third party acting on your behalf, interviews a Candidate; or
    3. you Engage a Candidate in any capacity; or
    4. a Candidate begins work for you in any capacity; or
    5. we provide any of the Services to you; or 
    6. you request us to supply a Temporary Resource for any Assignment; or
    7. we supply a Temporary Resource to you; or
    8. a Temporary Resource begins an Assignment for you.
  2. Any changes to these terms will only be valid if they're agreed in writing between a director of ours and you, and a copy of the updated terms is provided stating the effective date of the change.

 

DEFINITIONS

In these Terms the following definitions apply, unless specifically stated otherwise:

  1. 2010 Regulations means the Agency Workers Regulations 2010, as amended (and/or the Agency Workers (Northern Ireland) Regulations 2011).
  2. Affiliate means in relation to a party, any person that Controls, is Controlled by, or is under common Control with that party.
  3. Agency means Identifi Global Limited, acting as an employment agency or employment business as defined under the Conduct of Employment Agencies and Employment Businesses Regulations 2003, and any of its successors or permitted assigns. For the purposes of these Terms, 'Agency' refers solely to Identifi Global Limited as the provider of recruitment and related services under this Agreement.
  4. Additional Services means additional services such as onboarding support, compliance checks, talent mapping, executive search, project-based recruitment, training, consultancy, and other ancillary services as detailed in this Agreement or any accompanying Schedule or proposal agreed in writing between the parties.
  5. Agency Worker means an individual who is supplied by us to work temporarily for and under your supervision and direction in a specific role, but who is not directly employed by you.
  6. Apprenticeship levy means a UK government tax, introduced under the Finance Act 2017, which is payable by large employers to fund apprenticeship training.
  7. Assignment refers to the duration during which a Temporary Resource provides services or performs work for the Client. It starts when the Temporary Resource first reports to the Client to begin duties (or, if earlier, when such work or services commence) and ends when the Temporary Resource stops all such work or services.
  8. Assignment Details form refers to the attached form that outlines the specifics of an Assignment.
  9. Assignment Services refers to the tasks, duties, and responsibilities undertaken by a Temporary Worker during an Assignment;
  10. AWR means the Agency Workers Regulations 2010 (or the Agency Workers (Northern Ireland) Regulations 2011, where applicable), in each case as amended from time to time,which is a set of UK regulations designed to provide agency workers with certain rights and protections, ensuring that they are treated fairly and receive equal treatment compared to directly employed workers after a specified period;
  11. AWR Claim means any claim, complaint, action, or legal proceeding made or brought by or on behalf of an agency worker under or in connection with the, including any claim relating to equal treatment, pay, working conditions, access to facilities, or any breach of statutory rights arising under the AWR Regulations;
  12. Candidate means any individual (or, where relevant, a legal entity) who is Introduced by us to you for the purpose of potential Engagement in any capacity, including permanent, fixed-term, temporary, or contract roles. For the avoidance of doubt, 'Candidate' does not include members of our own staff; unless expressly stated.
  13. Charges means the fees, costs, and expenses payable by you to us for the supply of Temporary Resources, the provision of Additional Services, or any other services rendered under this Agreement.
  14. Client means the person, firm, or corporate body (including any subsidiary, holding company, or associated company as defined by the Companies Act 2006) and/or the Client’s Group to who the Agency provides services under this Agreement.
  15. Client’s Group refers to the Client, any subsidiary or holding company of the Client, any subsidiary of such holding company, or any entity directly or indirectly controlled by, or under common control with, the Client, as defined in section 1159 of the Companies Act 2006, including any Affiliate or associated undertaking under common control with the Client.
  16. Comparable Employee refers to an employee employed by you (or any member of the Client Group) who works under your supervision and direction, and performs the same or broadly similar tasks as the Agency Worker, considering their qualifications, skills, and experience. This employee must be based at the same establishment or, if no such person exists at that establishment, at another of the Client’s establishments.
  17. Conduct Regulations means The Conduct of Employment Agencies and Employment Businesses Regulations 2003, which are a set of UK laws that regulate how employment agencies and employment businesses operate.
  18. Confidential Information means all information or data of a confidential or proprietary nature (in whatever form that may take, including written form, electronically stored information, drawings, specifications, code, samples, prototypes) disclosed to or received by a party and/or the Individual (whether in writing, orally or by any other means) or to which a party and/or the Individual has access and whether or not labelled or marked as confidential and includes (but is not limited to):
    1. information relating to our products, services, business, proposed business, finances, transactions, workforce, and affairs for the time being confidential to us;
    2. our Intellectual Property Rights;
    3. trade secrets (including price and cost information, discount structures, sales statistics, business plans and programs, business opportunities, expansion plans, marketing surveys, research and development projects, formulae, inventions, designs, discoveries, know-how, methods, processes, techniques, other technical data, operating procedures, policies, and practices relating to our business, and which are for the time being confidential to us;
    4. information relating to the business, finances, dealings, transactions, and affairs of any of our clients, customers, or suppliers;
    5. information in respect of which we are bound by an obligation of confidentiality to a third party, and
    6. any other information which is designated as confidential which because of its character or the circumstances or manner of its disclosure is evidently confidential.
  19. Control means in relation to a party, direct or indirect beneficial ownership of more than 50% of the share capital, stock or other participating interest carrying the right to vote or to distribution of profits of that party, as the case may be.
  20. Data Protection Laws means the Data Protection Act 2018, UK GDPR and any applicable statutory or regulatory provisions in force from time to time relating to the protection and transfer of personal data.
  21. Engagement/Engage means the employment, hire, or other use, directly or indirectly, of a Candidate by you or any third party to who you have disclosed the Candidate’s details, on a permanent, fixed-term, temporary, contract, consultancy, agency, license, franchise, partnership, or any other basis, whether as an employee, worker, self-employed individual, or through a company or other entity in which the Candidate has a material interest. Re-engagement refers to any repeat/follow-on arrangement of a similar nature.
  22. Exclusivity requires you to designate us as the sole recruitment partner for the positions or services outlined in this Agreement. Throughout the exclusivity period, you agree not to solicit, engage, or accept candidate introductions for the same positions from other recruitment agencies, third parties, or through direct recruitment efforts unless formally agreed on in writing. Candidates introduced by us during this period will be deemed under our representation, and placement fees will be applicable according to the terms of this agreement, irrespective of the final hiring decision.
  23. Exempt organisation means an organisation that is not required to comply with the Off-Payroll Working Rules (IR35) as set out in Part 2, Chapter 10 of the Income Tax (Earnings and Pensions) Act 2003 (“ITEPA 2003”) because it meets the criteria for exemption.
  24. Fixed-Term Employee means a Candidate that has been Engaged for a specific period or contract term (as required by you).
  25. Inside IR35 indicates that the engagement of a Temporary Resource through their own Personal Service Company (PSC) or another Intermediary falls within the scope of the Off-Payroll Working Rules (IR35), as outlined under Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA). Consequently, the Temporary Resource is considered an employee for tax purposes.
  26. Intermediary refers to any third party within the supply chain between the Candidate or Temporary Resource and the Client, excluding the Agency, that participates in the engagement, supply, payment, or management of the Candidate or Temporary Resource. This encompasses entities such as umbrella companies, personal service companies (PSCs), managed service providers (MSPs), recruitment process outsourcing (RPO) providers, payroll providers, or other recruitment businesses. An Intermediary may assume responsibilities for payroll, tax withholding, employment rights, or compliance obligations concerning the Temporary Resource.
  27. Intermediary fee means the total amount payable by the Agency (or fee-payer) to an Intermediary in respect of the services of a Temporary Resource, including but not limited to any assignment rate, statutory costs (such as employer’s National Insurance contributions and holiday pay), and the Intermediary’s margin or administration fee, but excluding any VAT chargeable on it.
  28. Intermediary staff refers to anyone provided by an Intermediary to perform services, including employees, workers, contractors, consultants, and any Temporary Resource supplied to the Client.
  29. Introduction means either (a) us providing you with a Candidate’s CV, or any information (written or oral, which identifies a Candidate, or (ii) your interviewing a Candidate (in person, by telephone, video, or any other means), after requesting us to find a Candidate for you, regardless of whether you were already aware of the Candidate.
  30. Introduction Fee means the fee payable by you to us for every Introduction resulting in an Engagement.
  31. ITEPA  means the Income Tax (Earnings and Pensions) Act 2003, including any regulations, updates or interpretations in force from time to time, which governs income tax treatment of employment and self-employment relationships, including the Off-Payroll Working Rules (IR35) (Off-Payroll Working Rules).
  32. NICs Legislation means the statutory provisions governing the calculation, deduction, and payment of National Insurance Contributions (NICs) in the United Kingdom, including the Social Security Contributions and Benefits Act 1992, the Social Security Administration Act 1992, the National Insurance Contributions Act 2014, the National Insurance Contributions Act 2015, and all related regulations and statutory instruments, as amended from time to time.
  33. Off-payroll rules/Off-payroll Working Rules means the statutory provisions set out in Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003), and any related regulations or statutory instruments, as amended from time to time, which require that individuals who provide their services through an Intermediary (such as a PSC) to a client are assessed to determine whether, for tax purposes, they should be treated as employees, and if so, require the client or fee-payer to deduct income tax and National Insurance Contributions at source.
  34. Outside IR35 refers to the determination that the engagement of a Temporary Resource through their Personal Service Company (PSC) or other Intermediary is not within the scope of the Off-Payroll Working Rules (IR35), according to Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003). This means the Temporary Resource is considered self-employed for tax purposes, and the client or fee-payer is not required to deduct income tax or National Insurance Contributions at source.
  35. Parties means us and you collectively.
  36. Period of Extended Hire means a specified period during which a Temporary Resource continues to be supplied to you by us following the end of their initial Assignment, as an alternative to payment of a Transfer Fee. All terms and conditions applicable to the original Assignment will continue to apply during the Period of Extended Hire. If the Temporary Resource is not retained for the full Period of Extended Hire, the Transfer Fee will become payable.
  37. Permanent Employee means a Candidate Engaged by you under an employment agreement with no pre-determined end date. This employment, whether full-time or part-time, is intended to be ongoing and can be terminated by either party.
  38. PSC (Personal Service Company) means a limited company through which a Candidate or Temporary Resource offers their services, where the individual has a material interest or control in the company and is the main service provider. A PSC is typically assessed for IR35 purposes under ITEPA 2003.
  39. Qualifying Period means the period of 12 continuous calendar weeks during which a Temporary Resource is supplied to you by us (the Agency) to work temporarily for and under your supervision and direction, in the same role.
  40. Regulations means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 and the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002, the Agency Workers Regulations 2010 as amended.
  41. Relevant Period means the period as defined in Regulation 10(5) of the Conduct of Employment Agencies and Employment Businesses Regulations 2003, being either (a) 14 weeks from the first day on which the Temporary Resource was first supplied to you, or (b) 8 weeks from the day after the Temporary Resource was last supplied to you, whichever ends later. For the purposes of calculating the Relevant Period, any break of less than 6 weeks during which the Temporary Resource is not supplied to you will not be deemed to break the continuity of the period.
  42. Remuneration includes gross salary or fees, guaranteed bonuses, commissions, allowances, inducements, company car benefits, and all other payments and taxable emoluments for services provided to the Client or a third party. If you provide a company car, a notional amount will be added to the salary to calculate our fee. Equity, share options, or retention bonuses are included where applicable.
  43. Replacement Candidate refers to any Candidate presented by us to you to fulfil the engagement after another Candidate's Engagement either did not begin or was terminated within the first twelve weeks of the Engagement.
  44. Services means the recruitment and talent acquisition services provided by us to you under this Agreement, including but not limited to the sourcing, advertising, shortlisting, screening, introduction, and placement of Candidates for permanent, fixed-term, or contract roles;
  45. Status Determination Statement means a written statement which meets the requirements of Section 61NA ITEPA and in which the Client confirms its decision, and the reasons for its decision, on the application of the Off-Payroll Rules to an Assignment;
  46. Temporary Resource means any temporary worker Introduced or supplied by the us to provide the Assignment Services to you, including an Agency Worker and unless otherwise expressly stated, any officer, employee, worker or representative of an Intermediary;
  47. Terms means this agreement between us, including any schedules, and written variations or amendments, which together form the entire agreement governing the relationship between us in respect of the Services. We may update these Terms from time to time. If we do, the new version will be published at _______________________[insert link], and the updated version will apply to new Assignments or services agreed after the date the new Terms are posted. The version of the Terms that applied at the time of your most recent Assignment confirmation will continue to apply to that Assignment, unless we agree otherwise in writing.
  48. Transfer Fee means the fee payable by you to us where a Temporary Resource is Engaged by you (or any third party to who you have introduced the Temporary Resource), whether directly or indirectly, in a permanent, fixed-term, or other non-temporary capacity. The Transfer Fee will be calculated in accordance with the terms of this Agreement and is intended to compensate us for the Introduction and facilitation of the Worker’s Engagement beyond the scope of the original temporary arrangement;
  49. Umbrella Company means a third-party Intermediary that employs the Temporary Resource and contracts with us to supply that Temporary Resource to you. The Umbrella Company is the employer of record for the Temporary Resource, responsible for all statutory obligations including income tax, national insurance, pension contributions, and statutory employment rights;
  50. Vulnerable Person means any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention and includes any person under the age of eighteen;
  51. Work Time Regulations means the Working Time Regulations 1998.
  52. Unless the context requires otherwise, references to the singular include the plural and the masculine includes the feminine and vice versa.

 

SERVICES 

These terms, along with any attached schedules, outline the agreement between us for hiring Permanent, Fixed-Term, Temporary or Contract staff, including those engaged on and insider IR35, PAYE or Umbrella basis. You agree to these terms by hiring a Candidate we introduce or by sharing their information with a third party after we make the Introduction.

  1. When supplying a Temporary Resource to you (including PAYE, Umbrella, or PSC/Outside IR35 contractors) to you for an Assignment:
    1. we act as an employment business as defined in the 2003 Regulations;
    2. you will comply with your obligations under the 2010 Regulations;
    3. we will as far as possible and enabled by information provided by the Temporary Resource: 
      1. provide details of the Temporary Resource’s identity;
      2. confirm that the Temporary Resource has the necessary or required experience, training, qualifications and any authorisations required by law or a professional body to work on the Assignment (including, where relevant, information provided by a Disclosure and Barring Service);
      3. confirm that the Temporary Resource is willing to work on the Assignment.
    4. Where such information has not been given in writing before the commencement of the Assignment, it will be confirmed in writing by the end of the third business day after the commencement of the Assignment.
  1. When supplying a Fixed-Term Employee to you for your employment, you acknowledge your obligations under the Fixed-Term Employees Regulations 2002 and agree to comply with the following:
    1. Equal Treatment: Fixed-term Employees will receive the same terms and conditions of employment as Comparable Permanent Employees, unless there is an objective justification for different treatment. (We recommend you document any objective justification for differing benefits or conditions for Fixed-Term Employees to mitigate risk of claims).
    2. Conversion to Permanent Status: A Fixed-Term Employee with over four years of continuous service may become a Permanent employee, unless there is an objective justification for continuing the fixed-term arrangement.
    3. Statutory Rights: Fixed-Term Employees are entitled to the same rights and protections under employment law as permanent employees, including but not limited to holiday entitlement, sick pay, pension access, and protection from unfair dismissal
  1. When supplying a Contractor (including those determined as Outside IR35), the engagement will be subject to the relevant status determination and compliance with the Off-Payroll Working Rules (IR35) as set out in Clause 9. Where a Contractor is determined as Outside IR35, you acknowledge that the Contractor may operate through their own Personal Service Company (PSC) or other Intermediary, and you agree to comply with all relevant legal and tax obligations.
  2. We will provide Permanent Recruitment Services in exchange for the applicable Introduction Fee, subject to these Terms.
  3. We will use reasonable endeavours to Introduce to you a Candidate suitable to carry out work of such nature as you notify to us. We do not represent, warrant or undertake to find a suitable or any Candidate for each vacancy you notify us of.
  4. When Introducing a Candidate to you for employment, we are acting as an employment agency as defined in the Regulations.
  5. We will:
    1. ensure that any Candidate has given consent for their details to be submitted for any vacancy for which they are submitted; and
    2. at your request, supply to you copies of any relevant qualifications or authorisations in our possession, except where we are not permitted to obtain, verify or disclose them.
  6. If more than one agency submits details of the same Candidate to you, the agency which first submitted the details will be deemed to have Introduced the Candidate to you. No subsequent submission of the same Candidate’s details will be deemed as a valid Introduction, and, if you Engage that Candidate in any capacity, no fees or charges of any kind will be payable to any agency other than the first to submit the Candidate’s details. You will provide credible proof of this earlier introduction to us in writing on our request.
  7. By requesting us to Introduce Candidates for a vacancy, you authorise the Agency to advertise such a vacancy, but we are not authorised to use your name or any of your logos or trademarks without your prior express written permission. You are not responsible for any advertising, promotional or marketing costs incurred by us, unless agreed otherwise upfront.

 

  1. Agency Workers and AWR compliance: You acknowledge and agree that:
    1. After an Agency Worker has completed the Qualifying Period (12 calendar weeks in the same role), they will be entitled to the same basic working and employment conditions as if they had been directly recruited by you, including pay and working conditions equivalent to those of a Comparable Employee;
    2. You must provide us with accurate and complete information regarding:
      1. the basic working and employment conditions that apply to your employees performing the same or similar work;
      2. any changes to these conditions during the Assignment;
      3. any collective facilities and amenities available to your workers.
    3. You will provide all necessary information within 7 days of our request to enable us to comply with our obligations under the 2010 Regulations.
  2. You will inform us in writing of any:
    1. previous assignments the Agency Worker has completed with you in the past 6 calendar months;
    2. breaks in assignments that may affect the Qualifying Period calculation.
  3. You will indemnify and keep us indemnified against any losses, costs, damages or expenses incurred by us as a result of your failure to comply with clause 5.10

 

ADDITIONAL SERVICES

    1. We offer extra services beyond recruiting, as listed in Schedule 2.
    2. You can purchase these additional services without needing a new contract, provided both parties agree on the scope and pricing in writing.
    3. Delivery, timelines, and payment for these services will follow the rules of this Agreement and the attached Schedule, unless we agree otherwise in writing.

 

OUR RIGHTS AND OBLIGATIONS

    1. We will make reasonable efforts to identify and introduce suitable and interested Candidates for the vacancies notified by you or to advise you where we are unable to assist.
    2. We will aim to publish vacancy advertisements on the agreed date, or within 1 business day of receiving the relevant vacancy details where no date has been specified.
    3. On proposing a Candidate, we will disclose to you all information obtained.
    4. We will take reasonable steps to ensure that both you and Candidates are aware of legal and professional requirements applicable to the role(s) in question.
    5. We will act with due care to avoid recommending any Candidate or role that would likely result in detriment to either party.
    6. We do not guarantee the placement of a suitable Candidate for every vacancy and make no warranties as to any Candidate’s suitability.
    7. Where a role involves working with minors, vulnerable adults, or persons requiring special care, we will take practical steps to verify relevant qualifications, obtain two references from non-relatives, and ensure that the Candidate is fit for such work.
    8. We have the right to refuse, withdraw, or remove any job listing received from you at any time without prior notice or obligation.
    9. Ads will stay live and accessible to potential candidates for 10 business days unless otherwise agreed in writing. Each ad will relate to one job vacancy unless agreed otherwise.

 

YOUR OBLIGATIONS

    1. You will provide all necessary and accurate information reasonably required by us to deliver our services effectively and will ensure such information remains current.
    2. To enable us to comply with our obligations, you undertake to provide us with details of the position which you seek to fill, including the following:
      1. the type of work that the Candidate would be required to do;
      2. the location and hours of work;
      3. the experience, training, qualifications and any authorisation which you consider necessary, or which are required by law or any professional body for the Candidate to possess in order to work in the position;
      4. any risks to health or safety known to you and what steps you have taken to prevent or control such risks;
      5. the date you require the Candidate to commence the Engagement;
      6. the duration or likely duration of the Engagement;
      7. the minimum rate of Remuneration, expenses and any other benefits that would be offered;
      8. where a Temporary Resource is required, do nothing to cause us to be in breach of our obligations under the Working Time Regulations;
      9. the intervals of payment of Remuneration (for permanent and fixed-term roles, this refers to payroll frequency; for Temporary Resources or Contractors, this refers to the payment schedule agreed for the Assignment, as set out in the Assignment Details Form or Schedule 1)
      10. the length of notice that the Candidate would be entitled to give and receive to terminate their employment with you (for permanent and fixed-term roles) or the notice period applicable to the Assignment or contract (for Temporary Resources or Contractors, as set out in the Assignment Details Form or Schedule 1)
    3. Where the Candidate is introduced for a position which involves working with, caring for or attending a Vulnerable Person we will, in addition to the obligations in clause 8.2, take reasonably practicable steps to:
      1. obtain confirmation of the Candidate’s identity;
      2. obtain confirmation that the Candidate has the experience, training, qualifications and any authorisation which you consider necessary, or which may be required by law or by any professional body; and
      3. obtain and offer to provide copies to you of two references from persons who are not relatives of the Candidate and who have agreed that the references they provide may be disclosed to you; and any relevant qualifications or authorisations of the Candidate. If we have taken all reasonably practicable steps to obtain such information and have been unable to do so fully, we will inform you of the steps we have taken to obtain this information in any event.
    4. All materials submitted by you must not contain offensive, inappropriate, defamatory, misleading, or discriminatory content, or anything otherwise unlawful.
    5. You will ensure that content supplied does not infringe on the intellectual property or other legal rights of third parties.
    6. You will furnish full details of any vacancy you wish to fill, including the nature of the work, start date, duration, working hours, remuneration, location, and required qualifications or certifications.
    7. You must disclose any known health and safety risks associated with a vacancy and detail the mitigation measures taken.
    8. You will not solicit employment from any of our staff. In the event that a member of our team is hired by you, an Introduction Fee will be payable.
    9. If you are aware of a Candidate's identity independently of our introduction, you must notify us within 24 hours of receiving such information; failure to do so will constitute acceptance that the Candidate was introduced solely through us.
    10. We will have no obligation to proceed with services until all required information is received from you, as referenced in Clause 8.1.
    11. You must promptly notify us of any changes to previously supplied information. We may charge £500.00 to update advertisements or records accordingly.
    12. Except as outlined in Clauses 7.3 and 7.8, we do not verify the details or credentials of Candidates. The responsibility for such verification and ensuring the Candidate is suitable for your requirements lies solely with you.
    13. You bear sole responsibility for securing any necessary permits (e.g., work visas).
    14. You are responsible for arranging any medical assessments or screenings required for the role.
    15. You must immediately notify us of any offer of engagement made to a Candidate.
    16. On a Candidate’s acceptance of an offer, you must inform us and disclose the agreed remuneration package.
    17. If the Candidate’s compensation increases within the first 12 months of engagement, you must notify us, and the Introduction Fee may be adjusted in line with Clause 10 (Notification and Fees).
    18. Notwithstanding Clauses 7.3 and 7.8, it remains your duty to assess the Candidate’s suitability and to conduct reference checks and confirm the validity of any qualifications or certifications.
    19. You are solely responsible for the payment of any and all remuneration to the Candidate.
    20. You agree to act in good faith and in a spirit of partnership. Any misuse of Candidate introductions, such as speculative sharing, reverse sourcing, or internal reassignment to bypass fees, will be deemed a material breach.
    21. If you wish to assign a Candidate to a different department, group company, or associated entity within 12 months of introduction, this will still be deemed an Engagement for the purposes of fee calculation.
    22. We may withdraw services, benefits, or discounts at our discretion if we reasonably believe you are acting in bad faith.
    23. You confirm that, to the best of your knowledge, there is no reason why it would be detrimental to the interests of a Temporary Resource to undertake the Assignment.
    24. Where you engage a Temporary Resource through a Personal Service Company (PSC) or other Intermediary, you acknowledge and agree to comply with your obligations under the Off-Payroll Working Rules (IR35) as set out in Clause 9, including but not limited to making a status determination, issuing a Status Determination Statement (SDS), and deducting tax and NICs where required.
    25. In addition to the obligations set out in this clause, you must comply with your obligations under Clause 5.10 (Agency Workers Regulations) and Clause 9 (IR35/Off-Payroll Working Rules), where applicable.

 

TEMPORARY RESOURCES 

IR35, Status Determination, and Payment Structures

  1. Status Determination for Temporary Resources
    1. In accordance with the Off-Payroll Working Rules (IR35) under ITEPA 2003, where you are a medium or large client, you will:
      1. Determine IR35 Status: You will determine the IR35 status of any Assignment where the Temporary Resource provides services through their own limited company (PSC). If the Assignment is determined to be Outside IR35, the worker may operate through their own PSC. If Inside IR35, the worker must operate through an Umbrella Company.
      2. Issue Status Determination Statement (SDS): You will provide a valid SDS to us and the Temporary Resource before the Assignment begins, clearly confirming the IR35 status and your reasons for the determination.
      3. Review and Maintain SDS: You will review the SDS and the working arrangements at least once every 6 months to ensure they remain accurate. Where changes occur, you must issue a new SDS immediately, with the effective date of the revised assessment, and notify us.
      4. Dispute Handling: You will respond to any disputes or challenges to the SDS within 45 days of receiving them, maintaining accurate records of your decisions and justifications.
      5. Record-Keeping: Both parties will maintain accurate records of SDS assessments for a minimum of 6 years.
      6. Notification of Changes: You will immediately notify us if there are any changes to the working arrangements that may affect the SDS.
      7. Liability Under IR35 (Inside IR35 Assignments): If IR35 is determined to apply (Inside IR35), and you are the fee-payer, you are responsible for:
        1. Deducting and paying income tax and employee National Insurance Contributions (NICs).
        2. Paying employer NICs and Apprenticeship Levy where applicable.
        3. Providing payslips or equivalent statements to the Temporary Resource.
      8. Umbrella Company Engagements: Where a Temporary Resource is supplied through an Umbrella Company:
        1. The Umbrella Company will be the employer of record, responsible for PAYE deductions, NICs, statutory holiday pay, and pension contributions.
        2. The Off-Payroll Working Rules (IR35) do not apply to Umbrella Workers, as they are employees of the Umbrella Company.
        3. We will ensure that any Umbrella Company we supply through is compliant with UK tax and employment law. If we become aware than an Umbrella Company is not compliant, we will promptly notify you and, where possible, offer an alternative compliant Umbrella Company.
      9. Conflict Between SDS and Actual Working Conditions: If we determine that actual working conditions conflict with the SDS, including any supervision, direction, or control that is inconsistent with an Outside IR35 determination, we may:
        1. Require you to revise the SDS, or
        2. Terminate the Assignment or this Agreement with immediate effect.
      10. Indemnity for IR35 Compliance: You agree to indemnify and hold us harmless against any liabilities, claims, penalties, costs, or expenses (including those from HMRC) arising from your failure to comply with IR35, ITEPA, or any related legislation where you are the responsible party for status determination or tax deductions. This indemnity is without prejudice to any other indemnity or remedy available to us under this Agreement.
  2. Where a Temporary Resource is supplied via an Intermediary (including but not limited to an umbrella company, PSC, or MSP), you acknowledge and agree that the Intermediary is responsible for the employment, payment, and statutory compliance of the Intermediary staff. The Intermediary fee forms part of the Charges payable by you, as detailed in Schedule 1. You agree to indemnify us against any claim, liability, or cost arising from the acts or omissions of any Intermediary or Intermediary staff supplied to you, except where such claim arises from our own negligence or breach of this Agreement.

 

Payment Structures and Compliance

  1. Tax Deductions for PSC Workers (Outside IR35):
    1. Where the Temporary Resource is engaged through a PSC and determined as Outside IR35, the PSC is responsible for all tax and NICs compliance.
  2. Tax Deductions for Umbrella Workers (Inside IR35):
    1. Where the Temporary Resource is supplied through an Umbrella Company, the Umbrella is responsible for PAYE, NICs, statutory holiday pay, and pension contributions under auto-enrolment.
  3. Fee Adjustments:
    1. We reserve the right to adjust our fees in the event of:
      1. A change in status determination (Inside/Outside IR35).
      2. Changes in legislation affecting the taxation of Temporary Resources.
    2. You Acknowledge:
      1. Different payment structures (PSC, Umbrella, PAYE) may affect the rates charged for Temporary Resources, and any changes to a Temporary Resource’s payment structure during an Assignment must be agreed in writing between us.

Time Sheets and Approval

  1. Submission of Time Sheets:
    1. At the end of each week or month of an Assignment (as agreed), or at the end of the Assignment if shorter, you will approve the Temporary Resource’s time sheet, verifying the number of hours or days worked.
  2. Approval Confirmation:
    1. Your online approval of the time sheet will confirm:
      1. The number of hours/days worked.
      2. That you are satisfied with the work performed by the Temporary Resource.
      3. Your acceptance of these Terms and Conditions.
  3. Disputed Hours:
    1. If you dispute the time sheet, you will notify us immediately and cooperate with us to verify the hours/days worked. Your failure to approve a time sheet does not release your obligation to pay for hours worked.
  4. Payment to Temporary Resources:
    1. We will pay the Temporary Resource in line with our payment schedule upon receipt of an approved time sheet.
  5. Client Indemnities for AWR, IR35 & Intermediaries
    1. You agree to indemnify and hold us harmless against any liabilities, claims, penalties, costs, or expenses (including from HMRC) arising from your failure to comply with IR35, ITEPA, or any related legislation where you are the responsible party for status determination or tax deductions. This is without prejudice to any other indemnity or remedy available to us under this Agreement.
    2. Where a Temporary Resource qualifies for equal treatment under the Agency Workers Regulations 2010 (AWR), you will ensure that the worker has access to relevant pay, benefits, working conditions, and facilities in line with AWR.
    3. You will promptly notify us of any disputes, complaints, or claims made by the Temporary Resource under AWR, and provide us with all necessary information and cooperation to investigate, mitigate, or defend such claims.
    4. If you become aware of any actual or potential non-compliance with AWR or IR35 obligations, you will notify us immediately and cooperate in good faith to remedy such non-compliance.
    5. You agree to indemnify us against any claim, liability, or cost arising from the acts or omissions of any Intermediary or Intermediary staff supplied to you, except where such claim arises from our own negligence or breach of this Agreement.

 

NOTIFICATION AND FEES

  1. You agree to pay the Introduction Fee, calculated as set out below, within the payment terms specified in the table. The Introduction Fee is payable if you Engage the Candidate within 6 months of the Introduction, withdrawal of offer, or rejection of offer (whichever is later).
  2. The Introduction Fee is calculated as a percentage of Remuneration (see table), with pro-rata adjustments for fixed-term placements and additional fees for extensions or re-engagements.
  3. If, prior to the commencement of the Engagement, we agree that the Engagement will be for a fixed term of less than 12 months, the Introduction Fee will apply on a pro-rata basis. Should you (a) extend the Engagement beyond the initial fixed term, or (b) re-engage the Candidate within 6 calendar months from the termination date of the agreed fixed term, you will be liable to pay an additional Introduction Fee based on the remuneration applicable to either (i) the extended period of Engagement; or (ii) the period of the second and any subsequent Engagement.
  4. However, your liability for Introduction Fees will not exceed the amount that would have been payable had the Candidate initially been engaged for a period of 12 months or more.
  5. All Introduction Fees are subject to VAT at the prevailing rate.
  6. If payment is not received by the due date, we reserve the right to charge interest at 8% per annum above the Bank of England Base Rate from the due date until payment is received in full, suspend services, revoke discounts, and recover all reasonable legal and collection costs.
  7. No set-off, deduction, or withholding is permitted.
    1. All payments must be made in GBP by electronic bank transfer.
Salary Band (£) Exclusive fee (% of the Remuneration) Non - Exclusive fee (% of the Remuneration)
Up to 50,000 16.5% 20%
50,001 – 75,000 17.5% 22.5%
75,001 + 20% 25%
  1. If the actual remuneration is unknown, we will calculate the Introduction Fee as specified in this clause, based on our assessment of the market rate for the position in which the candidate has been engaged. This calculation will take into account any information provided by you and comparable positions in the market.
  2. If, prior to the commencement of the Engagement, we agree that the Engagement will be for a fixed term of less than 12 months, the Introduction Fee will apply on a pro-rata basis. Should you (a) extend the Engagement beyond the initial fixed term, or (b) re-engage the Candidate within 6 calendar months from the termination date of the agreed fixed term, you will be liable to pay an additional Introduction Fee based on the remuneration applicable to either:
    1. the extended period of Engagement; or
    2. the period of the second and any subsequent Engagement.
  3. Your liability for Introduction Fees will not exceed the amount that would have been payable had the Candidate initially been engaged for a period of 12 months or more. Your obligations under this clause will be performed without any right of you to invoke set-off, deductions, withholdings or other similar rights.
  4. All Introduction Fees are subject to VAT at the prevailing rate.
  5. Your obligations under this clause must be performed without any right to set-off, deduction, withholding, or similar rights.
  6. In the event that any of our staff with who you have had personal dealings accepts an Engagement with you while employed by us or within 6 months of leaving us, you will be liable to pay us a fee equivalent to the Introduction Fee calculated in accordance with this clause. No refund will be due under this clause in any circumstances.

 

  1. Temporary Resource Charges
    1. Charges for Temporary Resources are calculated as set out in Schedule 1 and invoiced monthly. You agree to pay all Charges in full within 30 days of invoice date.
    2. We reserve the right to adjust Charges for statutory changes or variations in the Terms, including but not limited to the Apprenticeship Levy, AWR, ITEPA, NICs legislation, and the Pensions Act 2008.
    3. VAT is payable at the prevailing rate.
    4. All payments must be made in GBP by electronic bank transfer.

 

  1. Payment Method
    1. All payments must be made in full in pounds sterling by electronic bank transfer to the account details specified on our invoice, unless otherwise agreed in writing. We do not accept cash or cheque payments. If you require alternative payment arrangements, these must be agreed in advance and confirmed in writing by both parties.
    2. Your obligations under this clause will be performed without any right of you to invoke set-off, deductions, withholdings or other similar rights.

 

Temporary to permanent transfer fees 

    1. If you engage a Temporary Resource we have introduced to you directly as your employee or through another employment business within the Relevant Period, you will be liable to pay us the Transfer Fee.
    2. The Transfer fee will be calculated as 20% of the Remuneration payable to the Temporary Resource during the first 12 months of the Engagement and is not subject to refund under any circumstances, including where the Engagement is subsequently terminated before or during the agreed fixed term.
    3.  The Transfer Fee in clause11.1 may be reduced or waived at our discretion if you agree to: 
      1. extend the Temporary Resource's Assignment for a period of at least 13 weeks; and 
      2. continue to pay us for that period at the same hourly rate. 
    4. Alternatively, and where the Conduct Regulations apply, you engage a Temporary Resource within the Relevant Period, you may elect to hire the Temporary Resource as specified in this Agreement), during which we will continue to supply the Temporary Resource, and you will continue to pay the applicable hourly charges. If you exercise this option and retain the Temporary Resource for the full Period of Extended Hire, no Transfer Fee will be payable. If you do not retain the Temporary Resource for the full Period of Extended Hire, the full Transfer Fee will become payable.

 

REFUNDS 

    1. If the engagement ends within 12 weeks due to the Candidate withdrawing their acceptance or termination by either party (excluding redundancy), we will refund the Introduction Fee as per the Scale of Refunds in the attached Schedule, subject to clause 12.2.
    2. In order to qualify for the refund, set out in clause 12.1, you must comply with all of the following conditions:
    3. You must comply with clause 12.1 and notify us in writing of termination or non-commencement of the Engagement within 3 days. The Candidate’s Engagement must comply with all employment laws, regulations, and best practices, including contracts, rights, and health and safety requirements. You must onboard the Candidate according to company policies and provide necessary tools and support for the role. Job description, role expectations, and terms must match the initial briefing.
    4. In order to qualify for the refund set out in clause 12.1 you must comply with the provisions of clause 12.3 and must notify us in writing of the termination of the Engagement or the non-commencement of the Engagement within 10 working days of its termination or non-commencement.
    5. You grant us an exclusive right to find a Replacement Candidate within 4 weeks of notice. We handle recruitment solely during this period without other agencies involved. If no Replacement Candidate is found within 4 weeks or if their Engagement ends within 8 weeks, you are eligible for a refund as set out in this clause.
    6. For the purposes of this clause, the date of termination of the Engagement is the date on which the Candidate stops working for you, except for any period of garden leave or payment in lieu of notice, whichever is later.
    7. In circumstances where clause 10.10 applies, the full Introduction Fee is payable without any entitlement to a refund.
    8. If the Candidate is re-engaged by you within the Relevant Period from the date of termination of the initial Engagement, following receipt of a refund, you will repay the refunded amount to us in full. You will not be eligible for further refunds concerning the re-engagement of this Candidate.
    9. If you fail to meet any obligations outlined in this clause, including compliance with employment law, company policies, or payment terms, we reserve the right to withhold any refund and may pursue legal remedies as necessary. Any breach by you will result in forfeiture of eligibility for a refund.

 

EXCLUSIVITY

    1. The exclusivity period for each role is 3 months from the date you confirm the role.
    2. If multiple hires are required for the same role, a bespoke timeline will be agreed on between you and us, in writing.
    3. During the exclusivity period, you will not:
      1. engage any other recruitment agency or third party to source candidates for the same role(s); and
      2. solicit, accept, or consider applications from any candidates introduced by other sources, including direct applications, employee referrals, or internal recruitment efforts, unless explicitly agreed on in writing by us.
    4. During the exclusivity period, any candidate introduced by us is represented by us, and placement fees apply according to this agreement. You must notify us of any direct applications or introductions from other sources during this period, allowing us to manage the candidates.
    5. The exclusivity period starts on your confirmation of the role and remains effective as written. If no suitable candidate is placed within this time, both parties may agree to extend or amend the engagement terms.
    6. For exclusivity, we may offer preferential terms at our discretion. All fees are payable as agreed, even if you make a direct hire during or after the exclusivity period for candidates initially introduced by us.
    7. If you breach exclusivity by engaging another agency or making a direct hire without informing us, you will owe the full placement fee at the non-exclusive rate plus 3% administration costs. We can terminate the agreement or seek legal remedies for material breaches.

 

  • INTRODUCTIONS TO THIRD PARTIES

      1. Introductions of Candidates are confidential. If you disclose a Candidate’s details to a third party, that will be deemed to be a “Third Party Introduction”. If that Third Party Introduction results in an Engagement of the Candidate by the third party within the Relevant Period, following our Introduction of the Candidate to you, then you will be liable to us for payment of an Introduction Fee calculated in accordance with clause 10.3. Neither you nor the third party will be entitled to a refund of the Introduction Fee under clause 12 in any circumstances.
      2. Third Party Introductions include:
        1. candidates re-engaged after withdrawal or rejection;
        2. candidates referred internally or to subsidiaries;
        3. candidates sourced via job boards, social media, or “referrals” after our Introduction
      3. Where you fail to disclose such an Engagement and it is later discovered by us, you will be liable for:
        1. the full fee plus interest;
        2. a 15% penalty charge to cover loss of opportunity; and
        3. reimbursement of reasonable enforcement costs, including legal fees.

 

TERMINATION OF ASSIGNMENTS AND AGREEMENT

    1. Permanent and Fixed-Term Placements:
      1. If the Candidate rejects your offer of Engagement or fails to start work after accepting an offer, you will notify us within 48 hours; 
      2. If you withdraw an offer of Engagement, you will pay us a cancellation fee of 50 % of the Introduction Fee, unless the withdrawal is due to the Candidate's misrepresentation or fraudulent conduct.
    2. Temporary Assignments:
      1. You may terminate a Temporary Assignment immediately if:
        1. The Temporary Resource has committed gross misconduct; 
        2. The Temporary Resource has breached health and safety regulations; 
        3. The Temporary Resource has disclosed confidential information without authorization; 
      2. In all other cases, the notice provisions in clause 10 (Notification and Fees), will apply. 
    3. Fixed-Term Engagements: 
      1. For Fixed-Term Engagements, early termination by you (except for gross misconduct) will result in the remaining balance of the Introduction Fee becoming immediately payable, unless the termination is during the first 12 weeks and qualifies for a refund under clause 12; 
      2. Any extension of a Fixed-Term Engagement will be notified to us immediately, and additional Transfer Fees may be payable in accordance with clause  10.10
    4. Either party may terminate this Agreement: 
      1. immediately in case of material breach of any term of this Agreement by the other party, provided that, where the breach is capable of remedy, the breaching party has failed to remedy such breach within 14 days of written notice; 
      2. on 30 days' written notice to the other party for any reason; 
      3. immediately if the other party becomes insolvent, enters into administration, or is unable to pay its debts as they fall due. 
    5. Termination of this Agreement will not affect accrued rights, remedies, obligations, or liabilities of the parties. Any provision of this Agreement which expressly or by implication is intended to survive termination shall remain in full force and effect, including but not limited to confidentiality, indemnity, limitation of liability, and payment obligations.

 

INFORMATION TO BE PROVIDED

When we introduce a candidate to you, we will notify you that we have obtained confirmation of the matters detailed in clause 8.2, and for positions involving work with vulnerable persons, the matters outlined in clause 8.3 If this information is not provided in paper form or electronically, it will be confirmed through these means by the end of the third business day (excluding Saturdays, Sundays, and any public or bank holidays). This exception applies only if the candidate is being introduced for an engagement identical to one in which the candidate has worked within the previous five business days and the information has already been provided to you.

 

CONFIDENTIALITY AND DATA PROTECTION

All information related to a Candidate is confidential, subject to Data Protection Laws, and provided solely for the purpose of offering work-finding services to you. This information must not be used for any other purposes or disclosed to any third parties. You agree to comply with the provisions of Data Protection Laws when receiving and processing this data at all times. Additionally, any information pertaining to our business that is considered confidential must remain so and not be disclosed to any third party, except for information that is already in the public domain.

  1. Both parties will comply with all applicable requirements of the Data Protection Laws. This clause is in addition to, and does not relieve, remove, or replace, either party's obligations or rights under the Data Protection Laws. 
  2. The parties acknowledge that for the purposes of the Data Protection Laws, you are the Controller, and we are the Processor of Candidate and Temporary Resource personal data processed for the purposes of this Agreement. 
  3. Without prejudice to the generality of clause 17.1, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to us for the duration and purposes of this Agreement.
  4. Without prejudice to the generality of clause 17.1, we will, in relation to any Personal Data processed in connection with the performance of our obligations under this Agreement: 
    1. Process that Personal Data only on your written instructions unless required by law to otherwise process that Personal Data; 
    2. Ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data; 
    3. Ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; 
    4. Not transfer any Personal Data outside of the United Kingdom unless your prior written consent has been obtained, and appropriate safeguards are in place; 
    5. Notify you without undue delay on becoming aware of a Personal Data breach;
    6. At your written direction, delete or return Personal Data and copies thereof to you on termination of the Agreement unless required by law to store the Personal Data; 
    7. Maintain complete and accurate records and information to demonstrate our compliance with this clause. 
  5. For Temporary Resources, we will: 
    1. Collect only such Personal Data as is necessary for payroll and Assignment management;
    2. Share only such Personal Data with you as is necessary for you to manage the Assignment; 
    3. Retain Personal Data for only as long as necessary to fulfil the purposes for which it was collected or as required by applicable law. 
  6. For Permanent and Fixed-Term Candidates, you will:
    1. Use Personal Data only for the purposes of evaluating the Candidate's suitability for Engagement; 
    2. Delete or return Personal Data relating to unsuccessful Candidates within a reasonable time after the recruitment process concludes; 
    3. Notify us immediately if a Candidate makes a data subject access request to you.

 

LIABILITY & INDEMNITY

    1. Each party warrants that it has full power and authority to enter into this Agreement. We warrant that we will perform our services with reasonable skill, care, and professionalism. You warrant that you have the authority to enter into this Agreement and to provide all necessary information and cooperation. We are not liable for any loss, expense, damage, delay, costs, or compensation related to seeking a candidate for you, introducing or engaging a candidate, or failing to introduce a candidate. However, we do not exclude liability for death or personal injury from our negligence or any other loss that cannot be excluded by law.
    2. Irrespective of anything else to the contrary in this Agreement, you agree to indemnify us in full for any losses or liabilities incurred as a result of your breach of Data Protection Laws in connection with your obligations under this Agreement.
    3. Temporary Resource Specific Indemnities: 
      1. we will indemnify you against any claim brought by a Temporary Resource arising from their Assignment with you, except where such claim arises from your negligence, breach of statutory duty, or breach of this Agreement; 
      2. you will indemnify us against any claim, liability, cost, or expense incurred by us arising from your breach of health and safety legislation, any other legislation/regulations or your failure to provide a safe working environment for Temporary Resources; and
      3. you will be responsible for all acts, errors, or omissions of the Temporary Resource during the Assignment, whether wilful, negligent, or otherwise, and will indemnify us accordingly. 
    4. Permanent and Fixed-Term Specific Indemnities: 
      1. you will indemnify us against any claim brought by a Permanent or Fixed-Term Employee after their Engagement commences, except where such claim relates to our negligence or breach of the Conduct Regulations during the Introduction process; and
      2. we will indemnify you against any claim arising from our failure to obtain necessary consents from Candidates for the processing of their Personal Data. 
    5. Insurance: 
      1. we warrant that we maintain appropriate insurance coverage, including professional indemnity insurance with a reputable insurer with minimum coverage of £5,000,000.00 per claim; 
      2. you warrant that you maintain appropriate employer's liability insurance and public liability insurance that covers Temporary Resources during their Assignment with you; and
      3. on request, either party will provide evidence of the insurance coverage required by this clause. 
    6. Limitations: 
      1. Neither party's liability under this Agreement will be limited in respect of:
        1. death or personal injury caused by negligence; 
        2. fraud or fraudulent misrepresentation;
        3. any other liability which cannot be limited or excluded by applicable law. 
      2. Subject to the exceptions above, our total liability to you in respect of all breaches of duty will be limited in connection with this Agreement (whether in contract, tort, or otherwise) shall not exceed an amount equal to the total fees paid or payable under this Agreement in the 12 months preceding the event giving rise to the claim.

 

  • DISPUTE RESOLUTION

      1. In the event of a dispute, both parties will notify each other in writing. Representatives from each party will meet within 3 business days to attempt to resolve the matter, either at the offices of one of the parties or via an agreed online platform. 
      2. If the dispute remains unresolved after 3 days, a neutral third party may be engaged to mediate within 14 days. 
      3. Should mediation fail to resolve the dispute within the stipulated 14-day period, the parties will proceed to arbitration. 
      4. The arbitration will be conducted in England and Wales in accordance with the rules of the LCIA (London Court of International Arbitration), to which both parties agree by signing this clause. There will be one arbitrator if the claim is worth £250,000 or less, and three arbitrators if the claim exceeds £250,000.00.
      5. Nothing in this clause shall prevent either party from seeking urgent injunctive relief or pursuing undisputed debt claims in the courts of England and Wales.

 

Confidentiality

    1.  Each party (the 'Receiving Party') undertakes that it shall not at any time during the term of this Agreement, and for a period of three (3) years after its termination or expiry for any reason, disclose to any person any confidential or proprietary information concerning the business, affairs, customers, clients, candidates, suppliers, or operations of the other party (the 'Disclosing Party'), except as permitted by this clause. This obligation applies to all information, whether disclosed orally, in writing, or by any other means, and whether or not marked as confidential. The Receiving Party may disclose the Disclosing Party’s confidential information: (a) to its employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out the Receiving Party’s obligations under this Agreement, provided that they are bound by confidentiality obligations no less stringent than those set out herein; and 
    2. as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority. The Receiving Party shall not use the Disclosing Party’s confidential information for any purpose other than to perform its obligations under this Agreement. Upon termination or expiry of this Agreement, or upon written request, each party shall promptly return or destroy all confidential information of the other party in its possession, except as required by law. This clause shall survive termination or expiry of this Agreement for a period of three (3) years. 

 

NOTICES

All required notices according to these Terms must be in writing and may be delivered personally, by first class prepaid post to the registered office of the respective party, or any other address notified in writing, by email, or facsimile transmission. Any notice will be deemed served: when delivered by hand, 48 hours after posting by first class post, and when sent by email or facsimile transmission.

 

GENERAL

    1. These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales. 
    2. We will always act as an independent contractor to you.
    3. This agreement isn't meant to, and doesn't give, any rights to anyone who isn't a party to it under the Contracts (Rights of Third Parties) Act 1999. No one other than you and us has any right to enforce any term of this Agreement. 
    4. Each party will cover their own legal and other costs related to the preparation/review and performance of this agreement. 
    5. Any term that by its nature should survive termination of this Agreement, will do so. 
    6. No party can assign, subcontract, or encumber any right or obligation under this agreement without the other party’s written consent, unless expressly allowed in this agreement. 
    7. Any reference to this Agreement includes all Schedules and Annexures, which will be considered to have been incorporated into this document and will form an integral part of it. Expressions defined in the main Agreement will also apply to a Schedule unless it states differently. 
    8. In the event of any conflict between the provisions of this Agreement and the Schedule, this Agreement will prevail. 
    9. A reference to a Party will include a reference to that Party’s successors and assigns. This Agreement will be binding on and enforceable by the heirs, trustees, estates, executors, administrators, liquidators, and/or assigns of the Parties as fully and effectively as if they had signed this Agreement in the first place, and reference to any Party will also be to them, as the case may be. 
    10. Any reference to legislation or subordinate legislation or to any other agreement is to such legislation or subordinate legislation or any other agreement at the execution date of this Agreement and as amended and/or re-enacted from time to time. 
    11. When any number of days is agreed in this Agreement, they will be calculated exclusively of the first and inclusively of the last day, unless the last day falls on a non-Business Day, in which case the last day will be the next day that is a Business Day. 
    12. A reference to a document will include an amendment, supplement to, replacement, or novation of that document. 
    13. If any provision in any definition set out in any clause in this Agreement is a substantive provision giving rights or imposing obligations on any Party, effect will be given to it as if it were a substantive provision set out in the body of this Agreement. 
    14. No remedy granted by this Agreement will exclude any other remedy available at law. 
    15. Earlier drafts of this Agreement will not be admissible in any proceedings as evidence of any matter relating to any negotiations preceding the signature of this Agreement. 
    16. The use of any expression in this Agreement covering a process available under English law, such as winding up, will, if any of the Parties to this Agreement are subject to the law of any other jurisdiction, be interpreted as including any equivalent or similar proceedings under the law of such defined jurisdiction. 
    17. This agreement contains the entire agreement between the parties regarding its subject matter and replaces any prior agreements, representations, or understandings, unless expressly included in this agreement. Each party acknowledges that it hasn't relied on, and won't have any remedy for, any representation (innocent or negligent) not expressly included in this agreement. This clause doesn't limit or exclude liability for fraud or fraudulent misrepresentation. 
    18. Any changes to this agreement must be agreed on in writing by an authorised signatory of each party. A mere email communication will not be sufficient if it does not stipulate the amendment specifically as such. 
    19. If any clause (or part of a clause) becomes illegal, invalid, or unenforceable under applicable law, but would be legal, valid, and enforceable if modified or shortened, the relevant clause (or part of it) will apply with such changes as needed to make it legal, valid, and enforceable. The parties will promptly and in good faith negotiate a replacement provision consistent with the original intent of this agreement. 
    20. No delay, act, or omission by either party in exercising any right or remedy will be a waiver of that or any other right or remedy. 
    21. This agreement may be signed in multiple copies, each of which will be an original, and together they will form one agreement. This agreement won't be effective until each party has signed one counterpart. 
    22. All other warranties, terms, and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

 

SCHEDULE 1: SCALE OF REFUND

The following refund scale applies only if you adhere to the provisions of clauses 10.1, 12.1, and 12.2 of these terms. 

If the candidate stops working for you within the first 12 weeks of the engagement (unless the candidate is made redundant) or does not start an engagement, except in the circumstances outlined in clause 10.10, a refund of the introduction fee will be paid to you according to the scale below, subject to the conditions in clauses 12.1 and 12.2 option 1 or 2 will be agreed on prior to the commencement of the search/introduction of candidates.

 

Option Non-commencement 1 - 2 weeks 3 - 4 weeks 5 - 8 weeks 9 - 12 weeks
Option 1 Free replacement N/A N/A N/A N/A
Option 2 100% 100% 75% 50% 25%

 

There will be no refund where the candidate’s engagement is terminated (or the engagement would have terminated but for any period of garden leave or payment in lieu of notice) during or after the 13th week of the engagement. 

Where Temporary Resources are supplied via an Intermediary, the Charges include the Intermediary fee, which covers the Intermediary’s margin, statutory costs, and administration fee (excluding VAT)

 

SCHEDULE 2: ADDITIONAL CHARGEABLE SERVICES

We offer the following additional chargeable services to support and enhance the recruitment process. Each service is available as a standalone option or as part of a bespoke package. Fees for these services will be agreed on separately and confirmed in writing before commencement.

 

SECTION SERVICES DESCRIPTION
ATTRACT
Talent Mapping & Market Intelligence In-depth market analysis and competitor benchmarking. Identification of key talent pools for strategic hiring decisions.
Executive Search & Head-Hunting Targeted search for senior or hard-to-find candidates. Confidential outreach to top industry professionals.
Project-Based Recruitment Short-term or long-term staffing solutions for specific projects. Volume hiring support for large-scale recruitment campaigns.
DEVELOP
Onboarding & Employee Integration Assistance with compliance checks, orientation, and training. Support for a smooth transition into your business.
Training & Development Access to 400+ industry-recognised training courses. Custom learning programs to upskill employees.
Autism in the Workplace Training & Development Specialist training for managers and teams on autism inclusion. Practical strategies to create an inclusive and supportive workplace.
MEASURE
Pre-Employment Screening & Background Checks Right-to-work verification, DBS, BPSS, and reference checks. Bespoke screening packages tailored to your requirements.
Technical & Psychometric Testing Candidate assessments using industry-leading tools. Reports on cognitive ability, personality traits, and job fit.
Salary Benchmarking Services Industry-specific salary insights to ensure competitive offers. Custom benchmarking reports based on market data.
RETAIN
Recruitment Process Outsourcing (RPO) Full management of recruitment, including sourcing, screening, interviewing, and hiring. Scalable solutions tailored to your needs.
Consultancy & Advisory Services Workforce planning and organisational design. Strategic advice on improving talent acquisition processes.
ADVERTISING VACANCIES
Ads will stay live and accessible to potential candidates for 30 days unless otherwise agreed in writing. Each ad will relate to one job vacancy unless agreed otherwise.
CONTRACT COMPLETE
Compliance with HMRC IR35 regulations Ensuring full compliance with HMRC IR35 regulations. Assisting with the correct contract classification (inside/outside IR35). Providing guidance on the best working solutions for contractors.
PAYMENT & TERMS
Payment for additional services Fees for additional services are payable as per agreed terms before service commencement. Failure to make payment may result in service suspension. Any changes to service scope must be agreed on in writing.
CUSTOM OR AD-HOC SERVICES
Bespoke proposal Where you require services that are not specified, we will provide a bespoke proposal detailing the scope, timeline, and costs involved. You must approve the proposal in writing before any work commences.
SERVICE DELIVERY AND TIMELINES
Delivery timelines We will endeavour to deliver all additional services within the timelines agreed on. However, you acknowledge that delays caused by unforeseen circumstances, or factors outside of our control, may affect delivery schedules.
PAYMENT FOR ADDITIONAL SERVICES
Payment terms All fees for additional services are due as per the terms outlined or as mutually agreed in any bespoke proposal. Failure to pay for additional services in accordance with these terms may result in a delay or suspension of service delivery.
CHANGES TO SERVICES
Scope changes Any changes to the scope of the services as outlined must be agreed in writing by both parties. Any additional services outside of those described will be subject to a new agreement or amendment of this agreement.