Terms of Business set the limits of liability, the obligations on both sides, any SLAs, and the payment structure, before a dispute ever has the chance to happen. Getting the basics right protects your fee and shows clients we're professional, reliable, and easy to work with.
Our standard is OTE. This can flex to reflect what you've actually agreed with the client, i.e. base and bonus, base salary only, and so on.
Defined by whichever happens first: passing over the candidate's CV/details, or an interview by phone, video, or in person. In practice, that's usually the CV.
The client or a Third Party engaging, employing, or using a candidate we supplied. It doesn't matter whether they tell us, if they engage a candidate we provided, we're owed a fee.
Covered within our Permanent TOBs. Under 12 months, the fee table applies pro-rata. If the engagement extends, or the client re-engages the candidate within 6 months of the planned end date, a further fee is owed. This is based on remuneration for the period from the initial engagement through to the new end date.
Typically a blanket clause: the client gives us exclusive rights to fill the role, meaning they can't engage other agencies and can't advertise it themselves. Breaching it by hiring elsewhere means they owe the table fee.
Can be scoped more narrowly (e.g. excluding their internal talent team). Don't lead with this — only raise it once the client's half-sold.
The fee table changes to state a fixed amount rather than a percentage, and clause 5.4 is removed to match.
No refunds, this is industry standard. The Replacement Period is how long the client has to terminate the candidate and qualify for a free replacement: up to 12 weeks, or up to 6 months for C-suite mandates with Director approval.
Further introductions run for 6 weeks and aren't negotiable — you'd already be working the role for free for that period. Succeed on the first replacement, and no further replacements are owed.
Keep discussion on these topics with the client to a minimum. Amendments are possible in rare, heavily-negotiated cases, but they have to meet the commercial standards we hold for you and for the business. Anything raised here goes to Contracts, not into a conversation you have alone.
A replacement is only owed where all of the following hold. Some clients push back on a couple of these, that's exactly why Contracts needs to review before anything changes.
Removing this clause isn't up for discussion. A Third Party is any company or individual that isn't the client, including subsidiaries and associated companies. If one of them hires your candidate within 12 months of introduction, a fee is owed. It shows up across confidentiality, ownership, fees, and replacement clauses (e.g. a client loses their right to a replacement if a Third Party hires your candidate instead).
How long a candidate technically "belongs" to us. If a client rejects your candidate but hires them later, e.g. 10 months after you have introduced them, they still owe a fee. Standard ownership is 12 months; in rare cases this can come down to no less than 6 months, but bear in mind that directly affects your fee.
Terms are deemed accepted through several triggers, including any written expression of acceptance. Despite this, without a signature, we're often left digging through email correspondence, which wastes your time and might not even hold up as explicit acceptance. If you're sending terms to a client for review before signature, you must cc Contracts so we can step in if needed and keep track of where the client has agreed.
No more than 4 tranches, with fee triggers that are reasonable and subject to approval. Standard structure:
Anything contingent on passing probation is rejected outright unless a Director approves it — that kind of structure delays your payment significantly, and some clients even have clauses letting them extend probation "if necessary," which delays it further still.
Whatever comes up in conversation with a client, these always go to Contracts:
We're making Fixed-Term Contract clauses more explicit about what a client owes. If a client runs a 3-month FTC already knowing they want to keep the candidate permanently, that intent triggers a further fee on top of the FTC fee already paid, no credit or deduction, since the role could arguably have been permanent from the start.
Expect some pushback asking for the FTC fee to count as credit. Contracts is reviewing whether the remaining annual remuneration becomes payable on the day the candidate accepts the permanent offer, treating the original fixed-term start date as their commencement date. Where the Replacement Period from the FTC has already ended, the permanent engagement won't reopen or extend it.