Terms and Conditions

1              The Recruitment Services

1.1          The Agency sources and introduces Candidates to Clients to match that Client’s requirement to hire an employee either on a permanent or a fixed-term basis (Recruitment Services).

1.2          In providing the Recruitment Services under this Agreement, the Agency acts at all material times as an employment agency pursuant to the Conduct of Employment Agencies and Employment Business Regulations 2003.

1.3          The Recruitment Services are provided to the Client in consideration of the Introduction Fee and on the Terms and Conditions set out in this Agreement, which will be deemed to be accepted when the Client provides a request to the Agency (in writing or otherwise) to source a Candidate; and they prevail over any other terms put forward by the Client at any time.

2              Definitions

In these Terms and Conditions:

Affiliate

means, in relation to a Party, any person that Controls, is Controlled by, or is under common Control with that Party;

Agency

means [insert name of Agency], a company registered in England and Wales under company registration number [insert company number], and whose registered office is at [insert address];

Agreement

means the Agreement containing these Terms and Conditions;

Applicant

means an individual who applies to the Agency seeking employment with a Client, or seeking an introduction to a Client, or whom the Agency considers for Introduction to the Client;

Candidate

means a person Introduced by the Agency to the Client to be considered for employment;

Claims

has the meaning given in clause 10.7;

Client

means any person, firm or company who approaches the Agency with a view to employing a Candidate; or any person, firm or company to whom a Candidate is Introduced by the Agency;

Commencement Date

means [insert date on which the Agency is to commence performing the recruitment services];

Completion Date

means [insert date on which the Agency is to cease performing the Recruitment Services];

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;

Engage(s) (or Engagement or Engaged)

means the employment, hire or other use, directly or indirectly and whether under a contract of service or contract for services or otherwise, and/or whether on a permanent, temporary or other basis, of a Candidate by or on behalf of the Client, and ‘Re-engages’ is to be interpreted accordingly;

Introduce (or Introduction)

means the provision to the Client of a curriculum vitae or any other details, whether written or oral, of a Candidate[, whether or not the Client had knowledge of that Candidate before the Introduction];

Introduction Fee

means fee payable by the Client to the Agency for each Candidate Engaged, as calculated and set out in Schedule 1;

Losses

has the meaning given in clause 10.7;

Other Party

has the meaning given in clause 11.3;

Party (or Parties)

means the Agency and the Client, and ‘Party’ will mean either one of them;

Personal Data

means any information relating to an Applicant who can be identified, directly or indirectly, in particular by reference to:

(a)           an identifier such as a name, an identification number, location data or an online identifier, or

(b)           one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of the individual;

Receiving Party

has the meaning given in clause 8;

Recruitment Services

means conducting searches for Candidates for vacancies that the Client has notified to the Agency and Introduction of them to the Client by the Agency; and

Supplying Party

has the meaning given in clause 8.

Vacancy

means a Client’s requirement to employ a person with relevant skills and experience to fulfil a particular job specification, the details of which are provided to the Agency in the form of Schedule 2 attached.

3              The Agency’s obligations

3.1          The Agency will search for suitable Candidates to Introduce to the Client for a Vacancy. The Client acknowledges that it may not always be possible for the Agency to find and propose a suitable Candidate for each Vacancy.

3.2          The Agency will not Introduce any Candidate to a Client or provide any Personal Data of any Candidate to a Client until that Candidate has given permission for the Introduction.

3.3          Once a Candidate has been Introduced, the Agency will provide the Client with the Candidate’s contact details and the Client may contact the Candidate directly but will notify the Agency of so doing.

3.4          At the Client's request, the Agency will endeavour to supply the Client with a copy of the Candidate’s qualifications or authorisations where these are relevant to the Vacancy and can be obtained from the Candidate.

3.5          The Agency will not withhold any information in relation to a Candidate that could reasonably be considered to be material to the Candidate’s suitability for employment with the Client.

4              Fees and payment

4.1          The Client will pay an Introduction Fee to the Agency in respect of each Candidate employed by the Client, The Introduction Fee will be calculated as set out in Schedule 1.

4.2          The Introduction Fee will become due immediately [on the commencement of an Engagement OR when a Candidate accepts an offer of employment OR where the Client makes an offer of employment].

4.3          Payment of the Introduction Fee will be made by the Client to the Agency [within [30] days of the date of the Agency's invoice OR on the date the Agency introduces a Candidate OR on the date that the Client has employed a Candidate OR as set out in Schedule 1].

Clause 4.3—Payment date:

Consider where payments are designed to be in stages, for example: a percentage on presentation of a shortlist; a percentage on interview; and a percentage on offer of employment. This might be better set out in Schedule 1.

4.4          A separate Introduction Fee will be charged and payable for each Candidate hired by the Client within a [nine] month period from the Introduction. This applies whether or not a Candidate was hired into the Vacancy for which the Introduction was originally made, or for any other position with the Client or an Affiliate of the Client, and regardless of the terms of employment or engagement.

4.5          The Introduction Fee is exclusive of any expenses incurred by the Agency. Where the Agency’s expenses are to be paid by the Client, these will be set out in the Schedule or agreed in writing in advance with the Client.

4.6          The Introduction Fee is exclusive of VAT and any other applicable taxes, which will be charged at the prevailing rate.

4.7          Timing of payment of the Introduction Fee is of the essence. Late payment will be subject to interest charges of 8% above the Bank of England base rate at the date the invoice is due, and entitle the Agency to terminate this Agreement.

4.8          If, after an offer of employment has been accepted by a Candidate, the Client withdraws the offer, the Client [will be liable for a cancellation fee of 50% of the Introduction Fee OR will not be liable to the Agency for any Introduction Fee or cancellation fee].

4.9          Should a Candidate leave the Client's employment for any reason apart from redundancy, provided that the Client informs the Agency in writing of the termination of employment, the Agency will provide the Client with: a) 100% of the Introduction Fee paid by the Client if the termination occurs in week [one to six] of employment; or b) 50% of the Introduction Fee if the termination occurs in week [seven to 12] of employment. Alternatively, the Agency will Introduce a free replacement Candidate if so requested by the Client. Should the Client re-engage the Candidate within 12 months of the termination, the Introduction Fee will be payable again in full with no rebate provision applicable.

5              Duplicate Introductions

5.1          If more than one employment agency submits details of the same Candidate to the Client, the employment agency which first submitted the details will be deemed to have Introduced the Candidate to the Client. No subsequent submission of the same Candidate's details will be deemed as a valid Introduction, and, if the Client employs that Candidate in any capacity, no fees or charges of any kind will be payable to any employment agency other than the first to submit the Candidate’s details.

Clause 5.1—Exclusive or non-exclusive instruction:

Consideration should be given to whether a particular vacancy/search is accepted on an exclusive or non-exclusive basis. If it is exclusive, this should be specified in Schedule 2.

6              The Client’s obligations and acknowledgments

6.1          The Client acknowledges and agrees that, in providing a Vacancy to the Agency, it authorises the Agency to act on the Client's behalf for the purpose of sourcing and Introducing Candidates to the Client. Once a Vacancy is provided, the Agency may disclose the identity of the Client to the Candidate unless the Client expressly notifies it that the Vacancy is confidential and may only be disclosed to Candidates once they are vetted by the Agency.

6.2          For each Vacancy, the Client will provide to the Agency all the information that it might reasonably need to identify and select suitable Candidates, including but not limited to:

6.2.1      the Client's full corporate name, address and registered number, or (if it is not incorporated) its full business and trading name and address, and the nature of its business;

6.2.2      the nature of the Vacancy, including the type of work involved, its location, the hours of work, the commencement date and the likely duration;

6.2.3      any risks to health and safety known to the Client and the steps taken by the Client to prevent or control such risks;

6.2.4      the experience, training, qualifications and any authorisations which are required by the Client, including any qualifications or authorisations required by law or any applicable professional body;

6.2.5      any expenses payable to the Candidate;

6.2.6      the minimum rate of remuneration, the intervals of payment and any other benefits;

6.2.7      the length of notice to which the Candidate would be entitled to receive or be required to give for termination of employment;

6.2.8      whether the vacancy entails caring for or attending one or more vulnerable persons, including persons under the age of 18 and/or any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention.

6.3          The Client will satisfy itself as to the suitability of any Candidate for a Vacancy. The Client acknowledges and agrees that it is the Client's responsibility to:

6.3.1      take up and verify references relating to the Candidate’s qualifications, skills, character and experience;

6.3.2      check the validity of the Candidate’s qualifications;

6.3.3      ensure, where appropriate, that the Candidate is capable of operating any equipment or machinery to the necessary level;

6.3.4      obtain any certificate of sponsorship or permit needed to enable the Candidate to work in the United Kingdom; and

6.3.5      ensure that the Candidate satisfies any medical requirements or other qualifications that may be appropriate or required by law.

6.4          The Client will keep the Agency updated on the progress of its hiring process for each Vacancy and will provide the Agency with timely feedback on each Candidate Introduced, including why that Candidate is being accepted or rejected at each stage. The Agency will also notify the Agency immediately it makes an offer of employment to a Candidate, or of a Vacancy being filled other than by a Candidate from the Agency, or of a Vacancy being withdrawn.

6.5          The Client will immediately notify the Agency should it, directly, indirectly, or inadvertently, introduce any Candidate to any third party, including any Affiliate of the Client, and that Introduction results in the employment of the Candidate by that third party in any capacity and on any terms. and will pay the Agency the Introduction Fee as if it had employed the Candidate.

6.6          The Client undertakes not to solicit, entice away, employ or seek to employ any member of the Agency's staff. If any member of the Agency's staff nevertheless accepts an engagement with the Client within [three months] of leaving the Agency's employment, the Client will pay a fee to the Agency as if that member of staff had been Introduced to the Client by the Agency, such fee[ to be calculated as [20]% of the gross annual base salary that the member of staff was receiving at the time of termination of employment with the Agency].

Clause 6.6—Fee payable on engaging client’s staff:

This clause provides that the client is liable for a fee if it engages a member of the agency’s staff within three months of them leaving the agency’s employment. As drafted, the fee is based on the salary paid by the agency rather than the new salary paid by the client, as the former is a known quantity, and also represents the agency's losses better (so represents the fee the agency might pay to recruit a replacement).

6.7          The Client confirms that it is not aware of anything which will cause a detriment to the interests of the Candidate or the Client if it employs that Candidate to fill a Vacancy; and will inform the Agency immediately if it becomes aware of any circumstances which would or might reasonably be liable to render such employment detrimental to the interests of the Candidate or the Client.

6.8          Should the Client provide money to the Candidate in order to meet travel or other expenses, the Client will notify the Agency and will not require the Candidate to repay these sums.

7              Advertising

7.1          The Agency may advertise a Vacancy at any time and at its own discretion and cost, provided it does so without naming the Client or using the Client’s logo, or using information which might reasonably allow the Client being identified.

7.2          The Agency will not use the Client's name or any of its logos or trademarks without the Client's prior express written permission.

7.3          Where the Agency undertakes to run an advertising campaign on behalf of the Client for any particular Vacancy, the costs will be agreed separately in writing before the advertisement is placed and will be payable by the Client irrespective of whether a Candidate is sourced or Introduced.

8              Confidentiality

8.1          All Introductions are confidential. All work undertaken by the Agency for the Client in respect of the Introduction of a Candidate to the Client will be for the private and confidential use of the Client only and should not be reproduced in whole or in part or relied upon by third parties for any use whatsoever, without the express written consent of the Agency.

8.2          Each Party (Receiving Party) will keep the confidential information of the other Party (Supplying Party) confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party will only use the confidential information of the Supplying Party for the purpose and for performing the Receiving Party’s obligations under this Agreement. The Receiving Party will inform its officers, employees and agents of the Receiving Party’s obligations under the provisions of this clause 8.2, and ensure that the Receiving Party’s officers, employees and agents meet those obligations.

8.3          The obligations set out in this clause will not apply to any information that:

8.3.1      was known to or in the possession of the Receiving Party before it was provided to the Receiving Party by the Supplying Party;

8.3.2      is, or becomes, publicly available through no fault of the Receiving Party;

8.3.3      is provided to the Receiving Party without restriction on disclosure by a third party who did not breach any confidentiality obligations by making such a disclosure;

8.3.4      was developed by the Receiving Party, or on its behalf by a third party who had no direct access to, or use or knowledge of the confidential information supplied by the Supplying Party; or

8.3.5      is required to be disclosed by order of a court of competent jurisdiction.

8.4          The obligations in this clause 8 will survive termination of this Agreement[ for a period of [six] years].

9              Data protection

The parties will comply with their respective obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, or other applicable data protection legislation. In particular, the Agency will:

9.1          identify itself in any advertisement for a vacancy;

9.2          provide Applicants with information about how their Personal Data will be processed, including:

9.2.1      the purpose of, and the legal basis for, the processing;

9.2.2      if the basis for the processing is the legitimate interests of the Agency or the Client, what those legitimate interests are;

9.2.3      any recipients of the Personal Data (including the Client); and

9.2.4      the period for which the Personal Data are retained (or the criteria used to determine that period);

9.3          co-operate fully with the Client in order to enable the Client to comply with its obligations under applicable data protection legislation;

9.4          implement and maintain appropriate technical and organisational measures against unauthorised and unlawful processing of Personal Data and against accidental loss and destruction of or damage to Personal Data;

9.5          immediately upon notification by the Client, take all appropriate action to enable the Client to properly comply with any request from a data subject in relation to access to and/or rectification or erasure of Personal Data;

9.6          immediately notify the Client of any data breach relating to Personal Data about which the Agency becomes aware;

9.7          not process and/or transfer, or otherwise directly or indirectly disclose, any Personal Data in or to countries outside the United Kingdom;

9.8          immediately provide such evidence of its compliance with the obligations under this clause 9 as the Client may from time to time reasonably request;

9.9          not transfer any Personal Data outside the United Kingdom;

9.10        if before an Introduction is made the Client so requests, provide the Client with anonymised details of Candidates, and before providing full details of the Candidates to the Client, will inform the Candidate of the Client’s name and provide the Candidate with a copy of the Client’s data protection privacy notice; and

9.11        if no request as set out in clause 9.10 is made, before providing the Client with full details of the Candidates, inform the Candidate of the Client’s name and provide the Candidate with a copy of the Client’s data protection privacy notice.

10           Warranties, liability and indemnities

10.1        The Client accepts and agrees that the Agency gives no warranty as to the suitability of any Candidate for any Vacancy.

10.2        Each Party undertakes, warrants and represents that it will comply with the Modern Slavery Act 2015 (MSA 2015): and neither Party nor any of its officers, employees, agents, Affiliates or Subcontractors has committed an offence under the MSA 2015 or is aware of any circumstances for itself or within its supply chain that could give rise to an investigation relating to an alleged MSA 2015 offence or prosecution. Any breach of this clause by the Client will be deemed a material breach of this Agreement and will entitle the Agency to terminate the Agreement and demand full payment under it.

10.3        Each Party warrants that, in connection with the performance of this Agreement, it will not make or receive any bribe (which term will be construed in accordance with the Bribery Act 2010) or other improper payment or advantage or allow any such bribe or improper payment or advantage to be made or received on its behalf, either in the United Kingdom or elsewhere. Any breach of this clause by the Client will be deemed a material breach of this Agreement that is not remediable and will entitle the Agency to immediately terminate this Agreement and demand full payment under it.

Clause 10.3—Anti-bribery:

While the Bribery Act 2010 may not apply to the parties (depending on their size), it may be prudent to include this clause in any event.

10.4        Neither the Agency nor any of its staff will be liable to the Client for any loss, injury, damage, expense or delay incurred or suffered by the Client arising directly or indirectly from or in any way connected with the Introduction to or the Engagement by the Client of a Candidate, unless such loss, damage, costs or expenses are the direct result of the negligent acts or omissions of the Agency. The Agency will especially not be liable for any loss, injury, damage, expense or delay arising from or in any way connected with:

10.4.1    any failure of the Candidate to meet the Client's requirements for all or any of the purposes for which the Candidate is required by the Client;

10.4.2    any act or omission of a Candidate, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise; or

10.4.3    any loss, injury, damage, expense or delay suffered by a Candidate.

10.5        Except in the case of death or personal injury caused by the Agency's negligence, the liability of the Agency under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever will not exceed the Introduction Fee(s) paid or due to be paid by the Client to the Agency under this Agreement. The provisions of this clause 10.5 will not apply to clause 10.7.

10.6        Neither Party will be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill. The provisions of this clause 10.6 will not apply to clause 10.7.

10.7        The Client will indemnify and hold harmless the Agency from and against all claims and losses arising from loss, damage, liability, injury to the Agency, its employees and third parties, by reason of or arising out of:

10.7.1    any loss, injury, expense or delay suffered or incurred by a Candidate, however caused, and/or

10.7.2    any loss, injury, damage, expense or delay suffered or incurred by anyone arising directly or indirectly from or in any way connected with the acts and omissions of a Candidate, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise,

that arises directly or indirectly out of or in any way connected with arising out of or in any way connected with the Introduction, Engagement or use of a Candidate, the withdrawal by the Client of a Vacancy, any information supplied by the Client to the Agency or the Client's breach of these Terms and Conditions. Claims will mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise), and Losses will mean all losses including, without limitation, financial losses, damages, legal costs and other expenses of any nature whatsoever.

10.8        Each of the Parties acknowledges that, in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law. Nothing in this Agreement excludes liability for fraud.

11           Termination

11.1        This Agreement will continue indefinitely until terminated by either party giving the other [90] days’ notice. Nothing in this Agreement provides exclusivity to either Party in the provision of Recruitment Services unless expressly agreed in writing for a particular Vacancy. Nothing in this Agreement obliges the Client to provide any request for Recruitment Services to the Agency, or for the Agency to fulfil any request to supply a Candidate for any particular Vacancy.

11.2        Where a Vacancy is accepted by the Agency on an exclusive basis, the Client may:

11.2.1    where the Vacancy has been withdrawn from the market, terminate the Recruitment Services for that Vacancy with immediate effect; or

11.2.2    in all other situations, terminate the Recruitment Services for that Vacancy on [14] days’ written notice to the Agency.

11.3        Either Party may terminate this Agreement, at any time, on written notice (that will take effect as specified in the notice) to the other Party (‘Other Party’):

11.3.1    if the Other Party is in material breach of its obligations under this Agreement which is not remediable; or

Clause 11.3.1—Material breach:

To avoid arguments as to whether a breach is material, the parties should consider including wording specifying that breaches of particular clauses will always be material. This is typically done in relation to key provisions such as anti-bribery, confidentiality and data protection.

11.3.2    if the Other Party passes a resolution for its winding up or for the appointment of an administrator, a liquidator or administrator is appointed or a winding up order is made in relation to the Other Party (other than in circumstances of a solvent amalgamation or reconstruction), a receiver or administrative receiver is appointed in relation to the Other Party or its assets, the Other Party has a freezing order made against it or becomes insolvent, or becomes subject to a moratorium or a company voluntary arrangement under the Insolvency Act 1986 or a restructuring plan under Part 26A of the Companies Act 2006 or the Other Party makes any arrangement or composition with or for the benefit of its creditors or takes or suffers any similar or analogous action in consequence of debt, or one Party reasonably believes that the Other Party will not be able to pay its debts when they fall due.

Clause 11.3.2—Insolvency:

The Insolvency Act 1986 renders ineffective certain terms (including those permitting termination) where a customer has entered into an insolvency procedure.

11.4        On termination of this Agreement, the Client will pay for all Recruitment Services provided up to the date of termination, and for all expenditure falling due for payment under this Agreement and including after the date of termination and from commitments reasonably and necessarily incurred by the Agency for the performance of the Recruitment Services prior to the date of termination.

12           General

12.1        Force majeure

Neither Party will have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances will promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than six months, either Party may terminate this Agreement by written notice to the other Party.

12.2        Amendments

No amendment or variation of this Agreement will be valid unless confirmed as agreed, in writing, by an authorised signatory of each Party.

12.3        Assignment

Neither Party may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the other Party, save where a Party transfers all of its business and the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under this Agreement.

12.4        Entire agreement

This Agreement contains the whole agreement between the Parties in respect of the Recruitment Services and supersedes and replaces any prior written or oral agreements, representations or understandings between them[ relating to such subject matter]. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.

12.5        Waiver

No failure or delay by the Agency in exercising any right, power or privilege under this Agreement will impair the same or operate as a waiver of the same nor will any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

12.6        Agency, partnership, etc

This Agreement will not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Neither Party will have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.

12.7        Severance

If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and will not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

12.8        Announcements

No Party will issue or make any public announcement or disclose any information regarding this Agreement without the prior approval of the Other Party, unless disclosing such information is necessary to comply with any applicable law or the regulations of a recognised stock exchange.

12.9        Interpretation

12.9.1    In this Agreement unless the context otherwise requires:

(a)           words importing any gender include every gender;

(b)           words importing the singular number include the plural number and vice versa;

(c)           words importing persons include firms, companies and corporations and vice versa;

(d)           references to numbered clauses and schedules are references to the relevant clause in or schedule to this Agreement;

(e)           reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;

(f)            any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;

(g)           the headings to the clauses paragraphs of and schedules to this Agreement are not to affect the interpretation;

(h)           any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment; and

(i)            where the word ‘including’ is used in this Agreement, it will be understood as meaning ‘including without limitation’.

13           Notices

Any notice to be given under this Agreement must be in writing, signed by or on behalf of the party giving it and must be sent to:

13.1        in the case of the Agency, [name], [address], [email address], with a copy to [name], [address], [email address]; and

13.2        in the case of the Client, the last postal and/or email address to which the Agency has sent correspondence to the Client.

13.3        Any notice given in accordance with this clause will be deemed to have been received[ on the business day after it was sent].

14           Applicable law and jurisdiction

14.1        The validity, construction and performance of this Agreement is be governed by English law and will be subject to the [non-]exclusive jurisdiction of the English courts to which the Parties submit.

Clause 14.1—Applicable law and jurisdiction:

For further information of the operation of governing (applicable) law and jurisdiction clauses in the employment context, see Practice Notes: Applicable law—which system of law applies to the contract or employment relationship and International jurisdiction—allocating employment cases between national courts and tribunals.

15           Third parties

15.1        For the purposes of the Contracts (Rights of Third Parties) Act 1999[ and notwithstanding any other provision of this Agreement] this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.

Schedule 1
The Introduction Fee

1              The Introduction Fee for each Engagement is calculated by applying the appropriate percentage shown below to the Candidate's total first year’s [salary. All other benefits, regardless of whether they form part of the Candidate's gross taxable income, will not be included within the calculation OR remuneration. The total first year’s remuneration means all emoluments together with all benefits that are to form part of the Candidate's annual gross taxable pay (ie the gross emoluments and benefits to be paid over 12 months before applying any exemptions, allowances or deductions for income tax purposes, excluding any performance-related or other bonuses)[, including, where a car or car allowance is provided, the sum of £[insert amount] or the car allowance, whichever is the greater]].

Schedule 1—Introduction Fee:

This paragraph provides for the Introduction Fee to be based on either the first year’s salary or the first year’s remuneration. Select the first or second drafting option, depending on which of these is appropriate.

2              If the Candidate’s total first year’s [remuneration OR salary] is less than £[insert amount], the Introduction Fee payable will be [insert percentage]% of the total first year’s [remuneration OR salary]. If the total first year’s [remuneration OR salary] is £[insert amount] or more, the Introduction Fee payable will be [insert percentage]% of the total first year’s [remuneration OR salary].

3              [The Client will inform the Agency if it increases the hours worked by the Candidate within the first 12 months. The Agency will regard the increased hours as those on which to base the calculation of the Introduction Fee and will submit a further invoice for the additional fee payable by the Client.]

4              [If the Candidate is Engaged on a fixed-term contract of six months or less, the Introduction Fee payable will be 50% of what it would have been if the Candidate had been Engaged for 12 months and remunerated accordingly. If the Candidate is Engaged on a fixed-term contract of between six and 11 months, the Introduction Fee payable will be calculated on a pro-rata basis of what it would have been if the Candidate had been Engaged for 12 months and remunerated accordingly.]

Schedule 2
Vacancy details (template)

Date of Vacancy notification:

Desired start date:

Employer:

Title:

Job Description:

Necessary skills:

Desired skills:

Necessary experience:

Necessary qualifications:

Salary:

Bonus:

Benefits:

Details of company:

Location:

Hours:

Level:

Flexibility:

Size of team:

Management responsibilities:

Potential for progression:

Training available:

Other information and agreement for this Vacancy:

Special terms, eg exclusivity:

Paid advertising? Time limit:

Need to know:

Schedule 2—Special terms:

Consider whether any special terms need to be dealt with in Schedule 2, eg:

(a)           is the agency retained on an exclusive basis?

(b)           are there any arrangements for advertising not covered by clause 7?

(c)           is payment to be made in tranches? If so, what are they?

(d)           is the vacancy/assignment subject to any time limits?

This Precedent is an agreement for the provision of services by a recruitment agency, namely for the supply of permanent or fixed-term employees. It is drafted on the basis that the employees will be employed by the client and paid by the client via pay as you earn (PAYE). Where temporary workers are required, see Precedent: Terms and conditions for supply of temporary staff by an employment business.

The Precedent is drafted from a pro-agency perspective. It may be used as a master services agreement with each vacancy having its own job description and corresponding schedule setting out the agreed Introduction Fee and any specific agreements, such as paid for advertising or exclusivity. Alternatively, it can easily be adapted to be an all-encompassing agreement where fees are fixed and new vacancies can be emailed as and when available.

General drafting considerations

The recruitment agency is required to obtain the consent of candidates for disclosure of information regarding themselves and to provide the client with certain information regarding the candidates (clause 3.2). On obtaining instructions, the recruitment agency is permitted to advertise the vacancy, but use of the name of the client is possible only if expressly permitted (clause 3.5). Whether the client will bear the cost of advertising must be expressly agreed (clause 4.5).

Conduct of Employment Agencies and Employment Businesses Regulations 2003, SI 2003/3319

For further information on the Conduct of Employment Agencies and Employment Businesses Regulations 2003, SI 2003/3319 generally, see Practice Note: Employment agencies and employment businesses.

The status of agency workers

Note that individuals who find direct employment with an employer through a recruitment agency in the way envisaged by this agreement will not generally fall within the ambit of the Agency Workers Regulations 2010 (AWR 2010). For further information on AWR 2010 generally, see Practice Note: Rights under the Agency Workers Regulations 2010.

See also Practice Note: Employment status of agency workers, which considers whether an individual working through an agency may be employed by the agency, the end user, or neither (ie is self-employed) and, in particular, examines the test for implying a contract of employment with the end user.

Conduct of Employment Agencies and Employment Businesses Regulations 2003, SI 2003/3319, regs 2, 22(1)–22(3)

This Precedent assumes that the agency is not involved in the business of introducing workers with a view to their taking up a position involving working with, caring for or attending vulnerable persons (as defined in the Conduct of Employment Agencies and Employment Businesses Regulations 2003, SI 2003/3319, reg 2) and that there is therefore no need to comply with the special notice requirements of those regulations (see regs 22(1)–22(3)). For further information, see Practice Note: Employment agencies and employment businesses—Requirements before work-seeker introduced: Additional information requirements: qualifications, authorisations, vulnerable persons. Note, however, that clause 6.2.8 requires the client to notify the agency if a vacancy entails working with vulnerable persons.