Terms of Business Hardhatheads Recruitment Ltd – Standard Terms of Business For the Introduction of Permanent, Fixed-Term Contract, and Temporary Staff Last updated: January 2026
PART A: DEFINITIONS AND INTERPRETATION
1. Definitions In these Terms, the following definitions apply:
"Agency" means Hardhatheads Recruitment Ltd (registered company no. [XXXXXX]) of [Registered Address].
"Candidate" means the person Introduced by the Agency to the Client for an Engagement, including any officer, employee, or other representative of the Candidate if the Candidate is a corporate body, and members of the Agency's own staff.
"Client" means the person, firm, or corporate body to whom the Agency Introduces a Candidate. For the avoidance of doubt, the Client includes any subsidiary or associated company to whom the Candidate is Introduced.
"Conduct Regulations" means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended).
"Data Protection Laws" means the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and any applicable statutory or regulatory provisions relating to the protection and transfer of personal data.
"Engagement" means the engagement, employment, or use of the Candidate by the Client or by any Third Party to whom the Candidate has been Introduced by the Client, on a permanent or temporary basis, whether under a contract of service or for services; under an agency, licence, franchise, or partnership agreement; or any other engagement; or through a limited company of which the Candidate is an officer, employee, or other representative.
"Introduction" means (i) the passing to the Client of a curriculum vitae or information which identifies the Candidate, or (ii) the Client's interview of a Candidate (in person, by telephone, video, or any other means), following the Client's instruction to the Agency to search for a Candidate, and which leads to an Engagement of the Candidate.
"Introduction Fee" means the fee payable by the Client to the Agency for an Introduction resulting in an Engagement, calculated in accordance with Clause 3.
"Remuneration" includes gross base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, shift allowances, location weighting, the benefit of a company car (valued at £5,000 for fee calculation purposes), and all other payments and taxable emoluments payable to or receivable by the Candidate for services rendered.
"Transfer Fee" means the fee payable when a Temporary Worker is Engaged on a permanent or fixed-term basis by the Client.
"Temporary Worker" means a Candidate supplied by the Agency to provide services to the Client on a temporary basis under a contract for services.
2. The Contract 2.1 These Terms constitute the contract between the Agency and the Client for recruitment services and are deemed to be accepted by the Client by virtue of an Introduction, the Engagement of a Candidate, or the passing by the Client of any information about a Candidate to any Third Party following an Introduction. 2.2 These Terms contain the entire agreement between the parties. Unless otherwise agreed in writing by a director of the Agency, these Terms prevail over any other terms of business or purchase conditions put forward by the Client. 2.3 No variation to these Terms shall be valid unless agreed in writing between a director of the Agency and the Client.
PART B: PERMANENT AND FIXED-TERM RECRUITMENT
3. Introduction Fees 3.1 The Introduction Fee is payable if the Client Engages the Candidate within 12 calendar months from the date of Introduction. 3.2 The Introduction Fee shall be calculated as a percentage of the Remuneration applicable during the first 12 months of the Engagement, as follows:
Retained Search: 12.5%
Exclusive Search (3-week minimum): 15%
Contingent (Non-Exclusive): 20%
3.3 The minimum Introduction Fee is £3,000. 3.4 For Retained Search:
30% of estimated fee payable on instruction (non-refundable)
30% payable on shortlist presentation
40% payable on candidate start date 3.5 For Exclusive and Contingent Search:
100% payable on candidate start date
Payment due within 30 days of invoice date 3.6 VAT shall be charged at the prevailing rate on all fees. 3.7 The Agency reserves the right to charge interest on overdue amounts at 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
4. Rebate and Replacement Policy 4.1 Retained and Exclusive Engagements (12-Month Protection) The following rebate or replacement policy applies to Retained and Exclusive engagements where the Candidate's employment terminates (other than by reason of redundancy) within 12 months of commencement:
Non-commencement or termination within 12 weeks: 100% refund or free replacement (Client's choice)
Termination after 12 weeks but before 6 months: Free replacement candidate
Termination after 6 months but before 12 months (voluntary resignation only): Replacement recruitment at 50% of standard fee
4.2 Contingent Engagements (8-Week Protection) The following rebate scale applies to Contingent (non-exclusive) engagements where the Candidate's employment terminates (other than by reason of redundancy) within 8 weeks of commencement:
Week 1-2: 70% Rebate
Week 3-4: 60% Rebate
Week 5-6: 50% Rebate
Week 7-8: 40% Rebate
4.3 Conditions for Rebate or Replacement To qualify for a rebate or replacement: (a) The Client must notify the Agency in writing within 7 days of termination or non-commencement; (b) All invoices must be paid in full within the agreed payment terms; (c) The termination must not be due to redundancy, restructuring, or factors outside the Candidate's control; (d) The Client must have provided accurate information about the role, working conditions, and expectations at the time of instruction; (e) Rebate or replacement is available once per placement only. 4.4 After 12 months (for Retained/Exclusive) or 8 weeks (for Contingent), no rebate or replacement shall be due.
5. Fixed-Term Engagements 5.1 Where the Engagement is on a fixed-term basis of less than 12 months, the Introduction Fee shall be calculated pro-rata based on the agreed fixed-term duration. 5.2 If the Client extends the fixed-term Engagement or re-Engages the Candidate within 12 months of the original Engagement ending, the Client shall pay an additional fee based on the extended or additional Remuneration, subject to the total fee not exceeding the fee that would have been payable for a 12-month Engagement.
PART C: TEMPORARY AND CONTRACT RECRUITMENT
6. Supply of Temporary Workers 6.1 The Agency shall act as an employment business (as defined in Section 13(3) of the Employment Agencies Act 1973) when supplying Temporary Workers to the Client. 6.2 Temporary Workers are engaged by the Agency (or an approved payroll partner) and supplied to render services to the Client. The Client shall have no employment relationship with the Temporary Worker. 6.3 The Client shall pay the Agency for all hours worked by the Temporary Worker at the agreed hourly or daily rate, plus VAT. 6.4 Charge rates will be agreed in writing before each assignment commences and will specify:
Hourly or daily rate
Whether the engagement is inside or outside IR35
Applicable margin structure
7. IR35 and Off-Payroll Working 7.1 For engagements falling within the scope of the off-payroll working rules (Chapter 10 of the Income Tax (Earnings and Pensions) Act 2003), the Client is responsible for making a Status Determination Statement (SDS) and providing this to the Agency and the Temporary Worker. 7.2 The Agency will operate PAYE deductions where required by the off-payroll working rules. 7.3 The Client indemnifies the Agency against any tax, National Insurance, penalties, or interest arising from an incorrect Status Determination Statement provided by the Client.
8. Temporary to Permanent (Transfer Fees) 8.1 If the Client wishes to Engage a Temporary Worker on a permanent or fixed-term basis (or through a third party), a Transfer Fee shall be payable. 8.2 The Transfer Fee shall be calculated as follows:
0-4 weeks: 20%
5-8 weeks: 17.5%
9-12 weeks: 15%
13-16 weeks: 12.5%
17-20 weeks: 10%
21-26 weeks: 7.5%
Over 26 weeks: Nil
8.3 Alternatively, the Agency may offer an extended temporary period in lieu of the Transfer Fee. The Client must notify the Agency of their preferred option before Engaging the Temporary Worker on a permanent basis.
PART D: GENERAL PROVISIONS
9. Client Responsibilities 9.1 The Client shall: (a) Provide accurate and complete information about the role, including duties, location, hours, qualifications required, remuneration, and any health and safety risks; (b) Notify the Agency immediately of any offer made to a Candidate and the terms of any Engagement; (c) Comply with all applicable employment, health and safety, and immigration legislation; (d) Verify the Candidate's right to work in the UK before the Engagement commences; (e) Maintain appropriate employer's liability insurance and provide a safe working environment; (f) Not pass Candidate details to any Third Party without the Agency's prior written consent.
10. Confidentiality and Data Protection 10.1 All information relating to Candidates is confidential and subject to Data Protection Laws. The Client shall use such information solely for the purpose of evaluating Candidates for Engagement and shall comply with all applicable Data Protection Laws. 10.2 The Client shall indemnify the Agency against any losses arising from the Client's breach of Data Protection Laws or misuse of Candidate information. 10.3 The Agency's Privacy Policy, available at [website], sets out how personal data is collected, used, and protected.
11. Introductions to Third Parties 11.1 If the Client discloses a Candidate's details to a Third Party, and that Third Party Engages the Candidate within 12 months of the Introduction, the Client shall be liable to pay the Agency a full Introduction Fee calculated in accordance with Clause 3. 11.2 No rebate or replacement shall be due in respect of Third Party Introductions.
12. Limitation of Liability 12.1 The Agency endeavours to ensure the suitability of Candidates by taking reasonably practicable steps to verify identity, qualifications, competencies, and references. However, the Agency gives no warranty as to the suitability of any Candidate, and the Client remains responsible for satisfying itself as to Candidate suitability. 12.2 The Agency shall not be liable for any loss, damage, expense, or delay arising from or connected with:
The Introduction or Engagement of any Candidate;
Any act or omission of a Candidate;
The failure to Introduce a suitable Candidate;
Any information provided by a Candidate that is subsequently found to be inaccurate. 12.3 The Agency's total liability under or in connection with these Terms (whether in contract, tort, or otherwise) shall not exceed the Introduction Fee or fees paid or payable in respect of the relevant Candidate. 12.4 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot lawfully be excluded.
13. Agency Workers Regulations 2010 13.1 For Temporary Workers, the Client shall comply with its obligations under the Agency Workers Regulations 2010, including providing information about basic working and employment conditions. 13.2 The Client shall notify the Agency of any comparable permanent employees' terms and conditions that are relevant to determining the Temporary Worker's entitlements.
14. Notices 14.1 All notices shall be in writing and may be delivered personally, by first-class post, or by email to the addresses set out in these Terms or as otherwise notified. Notices shall be deemed received: if delivered personally, on delivery; if by first-class post, 48 hours after posting; if by email, on transmission (provided no error message is received).
15. Governing Law and Jurisdiction 15.1 These Terms are governed by the law of England and Wales. 15.2 The parties submit to the exclusive jurisdiction of the Courts of England and Wales.
16. Severability 16.1 If any provision of these Terms is found to be unenforceable, it shall be severed, and the remaining provisions shall continue in full force and effect.
CONTACT DETAILS Hardhatheads Ltd [Registered Address] Company Registration No: [XXXXXX] For contract queries: contracts@hardhatheads.co.uk General enquiries: info@hardhatheads.co.uk