Terms of Business

In these Terms, unless the context requires otherwise:

“Candidate” means any individual introduced, referred, identified, contacted, recommended or supplied by The Recruitment Studio for employment, engagement, assignment or other work.

“Client” means the company, organisation, partnership, individual or other entity to whom The Recruitment Studio provides Services.

“Introduction” means the provision to the Client of information identifying a Candidate, including but not limited to a CV, profile, name, contact details, interview arrangement, verbal or written recommendation, candidate summary, portfolio, professional profile or other information from which the Candidate may reasonably be identified. An Introduction occurs whether the Candidate is introduced directly or indirectly and whether the Client subsequently obtains further information about the Candidate from another source.

“Engagement” means the employment, appointment, engagement, assignment, consultancy, contract, secondment or other arrangement under which a Candidate provides services to the Client or to any third party introduced by the Client.

“Permanent Placement” means an Engagement under which the Candidate is employed or engaged directly by the Client or another relevant end-user.

“Temporary Worker” means a work-seeker supplied by The Recruitment Studio to work temporarily for and under the supervision and direction of the Client or another hirer.

“Services” means any recruitment, introduction, permanent placement, temporary staffing, contract staffing, executive search, headhunting, recruitment consultancy or related services provided by The Recruitment Studio.

“First-Year Gross Remuneration” means the Candidate’s anticipated gross remuneration for the first twelve months of the Engagement, including basic salary and, where applicable, guaranteed bonuses, guaranteed commission, allowances, car allowance, sign-on payments, taxable benefits and other guaranteed remuneration. Where remuneration varies, the reasonable annualised value shall be used.

“Fee” means the recruitment or introduction fee payable by the Client under these Terms or an agreed written fee schedule.

“Rebate” means any credit against a Permanent Placement Fee payable in accordance with clause 7.

“Third Party” means any person or organisation other than The Recruitment Studio, the Client and the Candidate.

References to the singular include the plural and vice versa.

References to legislation include that legislation as amended, extended, re-enacted or replaced from time to time.

Headings are for convenience only and do not affect interpretation.

These Terms apply to all Services provided by The Recruitment Studio unless expressly replaced by a written agreement signed by an authorised representative of both parties.

The Client’s instruction to The Recruitment Studio to commence work on a vacancy, search assignment or staffing requirement constitutes acceptance of these Terms.

Without limitation, the Client shall also be deemed to have accepted these Terms if it:

1. interviews or arranges an interview with a Candidate;
2. requests further information about a Candidate;
3. engages, employs, appoints or otherwise contracts with a Candidate;
4. permits a Candidate to commence work;
5. refers a Candidate to a Third Party;
6. continues to use the Services following receipt of these Terms; or
7. otherwise acts upon an Introduction.

No variation to these Terms shall be binding unless agreed in writing by The Recruitment Studio and the Client.

Unless otherwise agreed in writing, the standard Permanent Placement Fee shall be 20% of the Candidate’s First-Year Gross Remuneration.

The Fee becomes due where, following an Introduction, the Candidate is employed or engaged by:

1. the Client;
2. any company within the Client’s group;
3. any associated company or connected undertaking of the Client; or
4. any Third Party to whom the Client has introduced or referred the Candidate.

The Fee is payable regardless of whether the Engagement is permanent, fixed-term, temporary-to-permanent, consultancy or otherwise, unless a different arrangement has been expressly agreed in writing before the Candidate is introduced.

Where a Candidate is appointed to a role other than the vacancy for which they were originally introduced, the Fee shall remain payable where the Engagement results directly or indirectly from the Introduction.

Where remuneration is increased, reduced or otherwise amended before the commencement of employment, the Fee shall be calculated using the actual agreed remuneration.

Where a bonus, commission or other variable payment is not guaranteed, it shall not ordinarily form part of First-Year Gross Remuneration unless otherwise agreed in writing.

Unless otherwise agreed in writing, invoices are payable within 30 calendar days of the invoice date.

The Recruitment Studio may agree alternative payment terms, including 14-day payment terms, for particular Clients or assignments.

The Client shall not withhold or set off payment against an invoice except where required by law or expressly agreed in writing.

All Fees are exclusive of VAT, which shall be payable where applicable.

If an invoice is not paid by its due date, The Recruitment Studio reserves the right to charge statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, where applicable.

Where a Rebate is conditional upon payment having been made by the due date, no Rebate shall be available while any relevant invoice remains overdue.

The Client shall notify The Recruitment Studio promptly of any genuine dispute concerning an invoice and shall pay any undisputed amount by the due date.

Where the same Candidate is introduced to the Client by more than one recruitment source, the Client shall notify The Recruitment Studio promptly.

Where The Recruitment Studio can reasonably demonstrate that its Introduction materially contributed to the Candidate’s Engagement, the Fee shall remain payable unless the parties agree otherwise in writing.

The Client shall not deliberately circumvent The Recruitment Studio’s Introduction by delaying, disguising or restructuring an Engagement in order to avoid payment of the applicable Fee.

Executive search assignments may be subject to an agreed retained, staged or contingent fee structure.

Where a separate written proposal or assignment agreement has been issued for an executive search assignment, that document shall take precedence over these Terms to the extent of any inconsistency.

Search fees may include an initial engagement fee, shortlist fee, appointment fee or other agreed stage payment.

Unless expressly agreed otherwise, executive search and retained fees are non-refundable once the relevant search work has commenced.

Where a Candidate leaves the Client’s employment within the first twelve weeks following commencement, The Recruitment Studio shall provide a credit against the original Permanent Placement Fee according to the following scale:

The Rebate shall apply only where:

1. the Candidate leaves the Client voluntarily or is dismissed for reasons unrelated to redundancy, restructuring or material change to the role;
2. the Client has paid the relevant invoice in full and by the due date;
3. the Client notifies The Recruitment Studio in writing within five working days of the Candidate leaving;
4. the Client is not in material breach of these Terms; and
5. the Client has not materially changed the Candidate’s role, remuneration, location, reporting arrangements or principal duties without the Candidate’s agreement.

No Rebate shall apply where a Candidate leaves due to redundancy, insolvency, restructuring, relocation imposed by the Client, a material change to the role, discrimination, harassment, breach of contract or other circumstances substantially attributable to the Client.

The Rebate is a credit against future or outstanding fees and is not automatically a cash refund unless The Recruitment Studio agrees otherwise in writing.

The Rebate does not apply to temporary staffing, contract staffing, executive search or other assignments unless expressly agreed in writing.

The Recruitment Studio shall take reasonable care in identifying and presenting Candidates who appear suitable for the relevant vacancy based upon information reasonably available to us.

The Client remains responsible for determining the Candidate’s ultimate suitability.

The Client shall undertake such checks as are appropriate to the role and required by law, regulation, professional standards or the Client’s own policies, including, where applicable:

1. identity checks;
2. Right to Work checks;
3. employment references;
4. qualification and professional membership checks;
5. criminal record checks where lawful and appropriate;
6. driving licence checks;
7. medical or occupational health assessments;
8. security clearance;
9. professional authorisation or registration; and
10. technical competence and experience.

The Recruitment Studio shall not be responsible for inaccuracies in information supplied by a Candidate or Third Party where The Recruitment Studio could not reasonably have identified the inaccuracy.

The Client shall promptly notify The Recruitment Studio of any material information concerning a Candidate’s suitability or any circumstance that may affect the safety or legality of an Engagement.

Where The Recruitment Studio supplies Temporary Workers, the Client shall pay the agreed hourly, daily or other applicable charge rate.

The applicable charge rate shall be confirmed in writing before the commencement of the assignment.

Charge rates may be reviewed where there is a change in statutory costs, employment costs, National Minimum Wage or National Living Wage requirements, holiday pay, pension obligations, employer National Insurance contributions, Agency Workers Regulations requirements or other mandatory employment costs.

The Client shall provide accurate information concerning:

1. the identity and nature of the Client’s business;
2. the duties to be performed;
3. location;
4. proposed start date;
5. expected duration;
6. hours of work;
7. required experience, training and qualifications;
8. health and safety risks;
9. required authorisations;
10. rate of pay and relevant benefits; and
11. any other information reasonably required to assess suitability and compliance.

The Client shall provide appropriate supervision, instructions, equipment, training and safe working conditions to Temporary Workers.

The Client shall promptly notify The Recruitment Studio of any accident, incident, absence, performance concern, disciplinary issue or other material matter involving a Temporary Worker.

The Client shall ensure that Temporary Workers’ hours are accurately recorded and authorised through the agreed timesheet process.

Failure by the Client to approve a timesheet shall not, of itself, relieve The Recruitment Studio of any obligation to pay a Temporary Worker for work actually performed where payment is required by applicable law.

The Client shall not instruct or permit a Temporary Worker to work hours that have not been agreed or which would cause the Client or The Recruitment Studio to breach applicable working-time, health and safety or employment legislation.

Any dispute concerning hours worked must be raised promptly and supported by reasonable evidence.

Where applicable, The Recruitment Studio and the Client shall comply with the Agency Workers Regulations 2010 (“AWR”) and other applicable employment legislation.

The Client shall provide The Recruitment Studio with accurate information necessary to determine the Temporary Worker’s rights under the AWR, including relevant information concerning comparable employees, pay, working conditions and access to facilities.

The Client shall notify The Recruitment Studio promptly of any change that may affect a Temporary Worker’s entitlement under the AWR.

The Client shall not deliberately structure an assignment or provide inaccurate information for the purpose of avoiding an entitlement arising under the AWR.

Where a Candidate introduced by The Recruitment Studio is subsequently engaged directly by the Client, or by another person or organisation introduced by the Client, the applicable Fee shall remain payable.

The Client shall not introduce a Candidate to a Third Party for the purpose of avoiding the payment of a Fee.

For Temporary Workers, any transfer fee or alternative-to-hire arrangement shall be governed by the applicable provisions of the Conduct of Employment Agencies and Employment Businesses Regulations 2003, including Regulation 10 where applicable.

Where a Temporary Worker is introduced or supplied and is subsequently engaged directly by the Client or another relevant hirer, the applicable transfer arrangements and any associated fee shall be those notified to the Client in writing.

For permanent Candidates and executive-search Candidates, an Introduction shall be protected for a period of 12 months from the date of the Introduction. Any Engagement during that period resulting from the Introduction shall attract the applicable Fee.

The 12-month protection period does not override any statutory limitation or requirement applicable to transfer fees for Temporary Workers.

The Client shall treat Candidate information supplied by The Recruitment Studio as confidential and shall use it solely for the purpose of assessing the Candidate for a genuine recruitment or staffing requirement.

The Client shall not disclose Candidate information to any Third Party except where necessary for legitimate recruitment purposes and where such disclosure is lawful.

The Client shall maintain appropriate confidentiality and security measures to protect Candidate information.

Confidential information shall not include information which:

1. is already lawfully in the public domain;
2. was lawfully known to the recipient before disclosure;
3. is independently developed without reference to the confidential information; or
4. must be disclosed by law or regulatory authority.

Each party shall comply with applicable data protection legislation, including the UK General Data Protection Regulation (“UK GDPR”), the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 (“PECR”) and applicable amendments or replacement legislation.

The Recruitment Studio may process Candidate and Client personal data for recruitment, staffing, administration, compliance, communication, business development and related purposes in accordance with our Privacy Policy.

The Client shall process Candidate personal data only where it has an appropriate lawful basis and shall comply with its own obligations as data controller or processor, as applicable.

The Client shall implement appropriate technical and organisational measures to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access.

Each party shall notify the other without undue delay where it becomes aware of a personal data breach materially affecting the other party’s data or requiring cooperation under applicable data protection legislation.

The Recruitment Studio shall operate its recruitment services in accordance with applicable requirements of the Employment Agencies Act 1973 and the Conduct of Employment Agencies and Employment Businesses Regulations 2003, as amended.

Where applicable, The Recruitment Studio shall provide work-seekers with the information and documentation required by law, including appropriate terms of engagement and Key Information Documents for agency workers.

The Client shall provide accurate and complete vacancy and assignment information reasonably required for The Recruitment Studio to comply with its statutory obligations.

Nothing in these Terms shall require either party to act contrary to mandatory employment, recruitment, immigration, equality, health and safety or data protection legislation.

Nothing in these Terms excludes or limits liability for:

1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation;
3. fraudulent concealment;
4. any liability that cannot lawfully be excluded or limited.

Subject to clause 16.1, The Recruitment Studio shall not be liable for indirect, consequential or special loss, loss of profit, loss of revenue, loss of anticipated savings, loss of opportunity, loss of goodwill or business interruption.

Subject to clause 16.1, The Recruitment Studio’s total aggregate liability arising out of or in connection with a particular recruitment assignment shall not exceed the total Fee paid or payable by the Client in respect of that assignment.

The Recruitment Studio does not warrant that a Candidate will accept an offer, remain in employment for any particular period, perform to a particular standard or satisfy all requirements of the Client.

The Client remains responsible for all employment, immigration, regulatory, health and safety, professional qualification and other checks required for the Engagement.

The Client shall indemnify The Recruitment Studio against reasonable losses, claims, liabilities, costs and expenses arising from:

1. the Client’s breach of these Terms;
2. unlawful treatment of a Candidate or Temporary Worker by the Client;
3. inaccurate or incomplete information supplied by the Client concerning a vacancy or assignment;
4. unsafe working conditions provided by the Client;
5. the Client’s failure to comply with applicable employment, equality, immigration, health and safety or data protection legislation; or
6. the Client’s unauthorised disclosure or misuse of Candidate information.

The Client shall comply with the Equality Act 2010 and all other applicable anti-discrimination legislation.

The Client shall not request or apply discriminatory selection criteria unless a lawful occupational requirement or other statutory exception applies.

The Recruitment Studio reserves the right to decline instructions which it reasonably believes would require unlawful discrimination or other unlawful conduct.

Either party may terminate an ongoing recruitment assignment by written notice unless a separate agreement provides otherwise.

Termination shall not affect:

1. Fees already accrued;
2. payment obligations;
3. confidentiality obligations;
4. data protection obligations;
5. Introduction protection provisions; or
6. any other provision intended to survive termination.

Neither party shall be liable for delay or failure to perform its obligations where caused by circumstances beyond its reasonable control, provided that the affected party takes reasonable steps to mitigate the effects.

The Client may not assign or transfer its rights or obligations under these Terms without The Recruitment Studio’s prior written consent.

No waiver shall be effective unless given in writing.

If any provision is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary and the remaining provisions shall continue in force.

Nothing in these Terms creates a partnership, joint venture or agency relationship between the parties.

A person who is not a party to these Terms shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision.

These Terms and any dispute or claim arising from or in connection with them shall be governed by the law of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction to determine any dispute or claim arising from or in connection with these Terms, subject to any mandatory statutory rights or alternative dispute resolution arrangements agreed between the parties.