Recruitment terms of business

Document text

[AGENCY NAME] · [website] · [phone] · [email] Terms of business

Terms of Business — Permanent Recruitment

Between [AGENCY LEGAL NAME], [company number], [registered address] (“the Agency”) and [CLIENT LEGAL NAME], [company number], [registered address] (“the Client”).

Effective date: [dd Month yyyy]

1. Definitions

1.1 Candidate — a person introduced by the Agency to the Client.

1.2 Introduction — the Agency giving the Client a Candidate’s CV, profile or any information that identifies the Candidate, or arranging an interview, by any means.

1.3 Engagement — the Client or an Associated Company employing or using the services of a Candidate in any capacity (permanent, fixed-term, contract, consultancy, freelance or through a third party). “Engages” has the same meaning.

1.4 Associated Company — any company or business that controls, is controlled by or is under common control with the Client.

1.5 Remuneration — the Candidate’s guaranteed gross annual base salary for the first 12 months of the Engagement, [plus guaranteed bonuses, sign-on payments and fixed allowances]. For a part-time or fixed-term Engagement, the full-time annual equivalent.

1.6 Start Date — the first day the Candidate starts work for the Client.

2. Application of these terms

2.1 These terms apply to every Introduction and form the whole agreement between the Agency and the Client about it.

2.2 The Client accepts these terms by signing them or by asking for, interviewing or Engaging a Candidate after receiving them. [Check whether acceptance by conduct is effective in your jurisdiction.]

2.3 Any change must be agreed in writing and signed by a director of the Agency.

3. Fee

3.1 If the Client Engages a Candidate, the Client will pay the Agency a fee of [20]% of the Remuneration, with a minimum fee of [amount] [currency].

3.2 If the Client does not tell the Agency the Remuneration, the fee will be calculated on [the Agency’s reasonable estimate of the market rate for the role].

3.3 Fees are exclusive of [VAT / GST / sales tax], which the Client will pay at the applicable rate.

3.4 [Retained / exclusive searches: [one third] of the estimated fee is payable on signing, [one third] on shortlist and the balance on the Start Date. Retainer stages are not refundable.]

4. Invoicing and payment

4.1 The Agency will invoice the fee on [the Start Date / the date the Candidate accepts the offer].

4.2 The Client will pay each invoice within [14] days of the invoice date.

4.3 The Agency may charge interest on late payments at [rate]% per year above [reference rate], or at the rate set by law, whichever is higher. [Check the statutory late-payment rules where the Client is based.]

5. Introductions — how long they count

5.1 The fee is payable if the Client or an Associated Company Engages a Candidate within [12] months of the Introduction, for the role introduced or for any other role.

5.2 If the Client passes a Candidate’s details to a third party who then Engages the Candidate within that period, the Client will pay the fee as if it had Engaged the Candidate itself.

5.3 If the Client already knew the Candidate was available before the Introduction, it must tell the Agency in writing within [5] working days of the Introduction, with evidence; otherwise the Introduction counts.

6. Withdrawn offers

6.1 If the Client withdraws an offer after the Candidate has accepted it, the Client will pay a cancellation fee of [50]% of the fee that would have been payable.

7. Rebate (or replacement)

7.1 If the Engagement ends within [12] weeks of the Start Date for any reason other than redundancy or a change in the role made by the Client, the Agency will [refund / credit] part of the fee:

Engagement ends Refund or credit

within 4 weeks of the Start Date [80]% of the fee

after 4 and within 8 weeks [50]% of the fee

after 8 and within 12 weeks [25]% of the fee

after 12 weeks none

7.2 [Alternative: instead of a refund, the Agency will search for a replacement Candidate free of charge for [3] months.]

7.3 The rebate applies only if the Client paid the fee within the payment terms and tells the Agency in writing within [7] days after the Engagement ends.

7.4 No rebate is due if the Client Engages the Candidate again within [6] months.

8. The Client’s responsibilities

8.1 The Client is responsible for deciding whether a Candidate is suitable, and for the terms of any Engagement.

8.2 Unless agreed in writing, the Client will check the Candidate’s right to work, references, qualifications, and any licence or permit the role needs.

8.3 The Agency is not the employer of a Candidate the Client Engages.

9. Confidentiality and personal data

9.1 Introductions and Candidate information are confidential. The Client will use them only to recruit for the role and will not pass them to anyone else without the Agency’s written consent.

9.2 Each party will handle Candidates’ personal data in line with the data protection law that applies to it, and only for recruitment. The Client will delete the data of Candidates it does not Engage in line with its retention policy.

10. Liability

10.1 The Agency will make reasonable efforts to introduce suitable Candidates but does not guarantee their suitability, conduct or performance.

10.2 The Agency’s total liability under these terms is limited to the fee paid for the Engagement concerned. Nothing in these terms limits liability that cannot be limited by law.

11. General

11.1 If any part of these terms is found invalid, the rest continues to apply.

11.2 These terms are governed by the law of [country / state], and the courts of [place] have [exclusive] jurisdiction.

Signed for and on behalf of the parties:

______________________________ [AGENCY LEGAL NAME] [Name, job title] Date: [dd Month yyyy]

______________________________ [CLIENT LEGAL NAME] [Name, job title] Date: [dd Month yyyy]

Before you use these terms (delete this box) • Send the terms to the client before or with the first CV — introductions made before the client has the terms are harder to charge for. • Some countries regulate recruitment agencies (licences, fee rules, conduct rules). Check the rules where the agency and the client are based; have the final text reviewed by a lawyer. • Choose either a rebate or a replacement in clause 7, not both.