Terms & Conditions of Business

1. Background

These Terms and Conditions shall apply to the provision of Services by the Agency to the Client. In the event of conflict between these Terms and Conditions and any other terms and conditions, whether of the Client or otherwise, these Terms and Conditions shall prevail unless expressly agreed otherwise in writing by a Director of the Agency.

2. Definitions and Interpretation

In these Terms and Conditions:

“Agency”

means RecOps (Leeds) Limited (Company No. 13112760), whose registered office is at 21 York Place, Leeds LS1 2EX.

“Candidate”

means any person introduced by the Agency to the Client for an Engagement.

“Client”

means any person, firm, or company, including associates, subsidiaries, or parent companies, to whom a Candidate is introduced.

“Confidential Information”

means any business, financial, or strategic information disclosed by one Party to the other, including Candidate details.

“Engagement”

means any employment, contract, consultancy, or use of a Candidate by the Client, whether directly or indirectly.

“Introduction”

means the provision of Candidate information by the Agency, or any Client interview or meeting following the Agency’s submission of Candidate details.

“Introduction Fee”

means the fee payable by the Client in accordance with Clause 6.

“Remuneration”

means the total financial package offered to the Candidate, including base salary, guaranteed bonuses, including sign-on bonuses and any bonus guaranteed in the first year, all allowances, including any car allowance, for which a fixed uplift of £1,000 shall be added to the fee base where a car allowance forms part of the package, and any other financial benefit payable or promised to the Candidate. Where a salary increase is agreed or implemented within 12 months of the Candidate’s start date, the higher figure shall be used for the purposes of calculating the Introduction Fee.

“Services”

means recruitment and related services provided by the Agency.

Unless the context otherwise requires:

• Words in the singular include the plural and vice versa.
• References to statutes include amendments or re-enactments.
• Clause headings are for convenience only.

3. The Contract

• All business undertaken by the Agency is subject to these Terms.
• Any modification must be agreed in writing by both Parties.
• If any part of these Terms is held invalid, the remainder shall remain enforceable.
• Interviewing or engaging a Candidate constitutes deemed acceptance of these Terms.
• These Terms supersede all previous agreements.
• Any variation to agreed remuneration, fee structure, commission arrangement, rebate terms, or other commercial terms must be expressly agreed in writing by authorised representatives of both Parties, including by email correspondence or executed electronic signature platform (including DocuSign), in order to be valid and enforceable.

4. Vacancies and Advertisements

• The Agency may decline or remove advertisements at its discretion.
• Advertisements must comply with discrimination and employment law.
• The Agency may report illegal vacancies to relevant authorities.
• Advertisements remain live for 8 weeks unless otherwise agreed.
• Each advertisement covers one vacancy unless agreed otherwise.

5. The Agency’s Obligations

• Use reasonable endeavours to source suitable Candidates.
• Publish advertisements within agreed timeframes.
• Check identity, qualifications, and eligibility to work, where possible.
• Inform the Client of known material facts about Candidates.
• Make Clients and Candidates aware of legal and professional requirements.
• No guarantee of Candidate suitability is given.

6. Fees and Payment

6.1 Permanent Engagements

• Introduction Fee: 25% of Candidate’s first-year Remuneration, as defined in Clause 2, exclusive of VAT.
• Fixed-term contracts under 12 months are charged pro-rata based on the proportion of 12 months served.
• Extensions beyond the initial term: additional fees are payable calculated on the same pro-rata basis, subject to a cumulative maximum charge equivalent to 25% of 12 months’ Remuneration in total.

6.2 Ownership of Introduction

If the Agency introduces a Candidate, any subsequent introduction of that Candidate by another party shall not override the Agency’s entitlement. The Fee is payable if the Client engages the Candidate within 12 months of the Agency’s Introduction.

6.3 Rebates (Permanent)

• Week 1, 100%
• Week 2, 75%
• Week 3, 50%
• Week 4, 25%
• No rebate after week 4.

Rebates only apply where invoices are paid in full and on time. No rebate applies if the Candidate leaves due to redundancy, relocation, or material and unreasonable role changes made by the Client. For the avoidance of doubt, minor or routine adjustments to a role shall not constitute a material and unreasonable role change.

6.4 Replacement Hire Option

As an alternative to a rebate under Clause 6.3, the Agency reserves the right, at its sole election, to offer the Client a replacement Candidate in lieu of a cash rebate. Where the Agency elects to offer a replacement:

• The replacement must be offered within 60 days of the original Candidate’s departure.
• No Introduction Fee shall be payable for the replacement Candidate, provided the replacement Engagement commences within 30 days of the replacement being offered.
• The replacement option shall not be available where the original Candidate’s departure was caused or materially contributed to by the Client’s conduct, including but not limited to unreasonable role changes, redundancy, or breach of the original terms of Engagement.
• If a suitable replacement cannot be identified within the 60-day window, the applicable rebate under Clause 6.3 shall apply instead.

6.5 Contractor / Interim Engagements

6.5.1 Charges

20% of Contractor’s agreed rate, subject to a minimum of £50 per head per day, plus VAT.

6.5.2 Timesheets

Timesheets submitted via the Agency’s Portal. The Client must approve or reject within 48 business hours of submission, otherwise deemed approved.

6.5.3 Invoicing

Monthly in arrears via Portal, covering the preceding calendar month.

6.5.4 Payment terms

14 days from invoice. Interest and recovery costs apply under the Late Payment of Commercial Debts (Interest) Act 1998.

6.5.5 Disputes

The Client must raise disputes within 5 business days of invoice. Undisputed amounts remain payable.

6.5.6 Contractor Status

Contractors introduced by the Agency are not, and shall not be deemed to be, employees, workers, or agents of the Agency. The Client assumes full supervision, direction, and control of Contractors during any Assignment. The Agency accepts no liability for the acts, omissions, negligence, or misconduct of any Contractor whilst engaged by the Client.

6.5.7 Contractor Indemnity

The Client shall indemnify and hold harmless the Agency against any and all claims, losses, liabilities, costs, and expenses, including reasonable legal fees, arising from or connected with: (a) the performance or non-performance of a Contractor during an Assignment; (b) any employment status claim brought by or on behalf of a Contractor against the Agency arising from the Client’s direction or control of that Contractor; or (c) any breach by the Client of applicable health and safety, employment, or regulatory obligations in connection with the Contractor’s Assignment.

6.5.8 IR35 / AWR

The Client is responsible for IR35 determinations and AWR compliance and indemnifies the Agency against related liabilities.

6.5.9 Transfer / direct hire

If the Client, or affiliate, engages a Contractor directly within 12 months of an Assignment ending, the Client must pay either: (a) 20% of annualised Remuneration; (b) contract charges for 12 weeks; or (c) such extended engagement period as agreed in writing between the Parties, in each case at the Agency’s discretion.

6.5.10 Portal unavailability

If the Portal is unavailable, timesheets may be submitted via email template.

6.6 Confidentiality of Candidate Information

All Candidate details provided by the Agency are confidential and may not be disclosed to third parties. If disclosed and the Candidate is engaged by such third party, the Fee remains payable.

6.7 Limitation of Liability

The Agency’s maximum liability in relation to any Candidate introduction shall not exceed the Introduction Fee actually paid for that Candidate. The Client’s aggregate liability to the Agency under or in connection with these Terms shall not exceed the total fees paid or payable by the Client in the 12 months preceding the event giving rise to the claim. Nothing in these Terms shall limit liability for fraud, fraudulent misrepresentation, or wilful misconduct.

7. Confidentiality

Each Party undertakes to keep the other Party’s Confidential Information secure and not to disclose it except where required by law or necessary for performance of these Terms.

8. Data Protection

8.1

For the purposes of this Clause, “Data Protection Legislation” means all applicable data protection and privacy laws in force in the United Kingdom, including the UK GDPR, as incorporated by the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003, and any successor legislation.

8.2

Each Party is a separate and independent controller of any personal data it processes under these Terms, unless otherwise agreed in writing. Neither Party shall process personal data as a processor on behalf of the other unless a written data processing agreement is entered into.

8.3

Each Party shall comply with the Data Protection Legislation when collecting, using, disclosing, transferring, or otherwise processing personal data received from the other Party, including Candidate data.

8.4

The Client acknowledges that the Agency will process Candidate personal data, including CVs, work history, contact details, and references, in the course of providing the Services. The Client shall only use such data for the purposes of considering Candidates for Engagement and shall keep it secure and confidential at all times.

8.5

Each Party shall provide reasonable assistance to the other to enable compliance with Data Protection Legislation, including in relation to the exercise of data subject rights, security, and data breach notification.

8.6

The Client agrees not to retain Candidate personal data for longer than is necessary for the purposes for which it was received. Where the Agency makes a written request for the deletion or return of Candidate personal data, the Client shall comply within 30 days, save where retention is required by applicable law or regulation, in which case the Client shall notify the Agency of the basis for continued retention.

8.7

In the event of a personal data breach affecting Candidate data held by the Client, the Client shall notify the Agency in writing as soon as reasonably practicable and in any event within 72 hours of becoming aware of the breach, providing sufficient detail to enable the Agency to meet its own obligations under Data Protection Legislation, including any notification obligations to the Information Commissioner’s Office.

9. Non-Solicitation

9.1

The Client shall not, during the term of any Engagement and for a period of 12 months following the termination or expiry of these Terms or any relevant Engagement, whichever is later, directly or indirectly solicit, entice, or endeavour to solicit or entice away from the Agency any employee, consultant, or contractor of the Agency who has been involved in the provision of the Services to the Client.

9.2

For the avoidance of doubt, this Clause shall apply whether the solicitation is direct or indirect, and whether the individual approaches the Client voluntarily or at the Client’s instigation.

9.3

In the event of a breach of this Clause, the Client shall pay to the Agency by way of liquidated damages a sum equivalent to 25% of the annual Remuneration package offered to the relevant individual, which the Parties acknowledge represents a genuine pre-estimate of the Agency’s loss arising from such breach.

9.4

Nothing in this Clause shall prevent the Client from engaging an individual who responds to a general public advertisement not specifically targeted at Agency personnel.

10. Indemnity

The Client indemnifies the Agency against any loss, liability, damages, or claims arising from its breach of these Terms or misuse of the Services, subject to the limitation of liability set out in Clause 6.7.

11. Entire Agreement

These Terms, together with any engagement letter, schedule, or written agreement signed by both Parties, constitute the entire agreement between the Parties in relation to the Services and supersede all prior representations, negotiations, understandings, and agreements, whether written or oral, relating to the same subject matter. Each Party acknowledges that it has not relied upon any representation or warranty not expressly set out in these Terms.

12. Notices

12.1

Any notice or other formal communication given under or in connection with these Terms shall be in writing and delivered by: (a) hand; (b) first-class pre-paid post; or (c) email with read receipt or delivery confirmation requested.

12.2

Notices shall be addressed to the registered office of the receiving Party, or such other address as that Party has notified in writing, or to the email address last provided in writing by that Party for formal correspondence.

12.3

A notice shall be deemed received: (a) if delivered by hand, at the time of delivery; (b) if sent by first-class post, at 9:00 am on the second business day after posting; or (c) if sent by email, at the time of transmission, provided no bounce-back or delivery failure is received by the sender within 24 hours.

12.4

This Clause does not apply to the service of any proceedings or other documents in any legal action.

13. Assignment

13.1

Neither Party may assign, transfer, sub-contract, or otherwise deal with any of its rights or obligations under these Terms without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.

13.2

The Agency may, without the Client’s consent, assign or transfer its rights under these Terms to any affiliate, successor entity, purchaser of the whole or substantially the whole of its business, or as part of any intra-group restructuring, provided that the Agency gives the Client written notice of such assignment within 14 days.

14. Force Majeure

Neither Party shall be liable for failure or delay in performing its obligations caused by circumstances beyond its reasonable control, including strikes, power failure, or government action.

15. Law and Jurisdiction

These Terms are governed by the laws of England & Wales, and the Parties submit to the exclusive jurisdiction of its courts.