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.
We have to make sure our terms are being signed, and timing matters legally, not just administratively.
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.
The two are separate concepts. We make the Introduction; if the candidate is subsequently Engaged within the applicable terms, a fee may become payable. The fact that the client doesn't tell us about the engagement doesn't change the contractual position if the engagement falls within the TOBs.
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.
The Replacement Period is how long the client has to terminate the candidate and qualify for a free replacement or a refund. Our standard is that you work the role, following the termination, for 6 weeks. We generally don't extend this, but it's ultimately up to you how long you're willing to work the role for free.
Our standard schedule is up to 10 weeks. Only mention the 12-week maximum if the client is the one asking to extend it. If they don't choose a replacement within the 6-week window, they're entitled to a rebate instead. 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. Any discussion of amendments here has to go through Contracts.
Why it appears throughout: the definition isn't limited to the fee clause. Third Party provisions can also affect candidate ownership/protection period, fees, replacements, and confidentiality. For example, where the TOBs provide for a replacement, the client may lose that entitlement if the candidate is instead engaged by a Third Party.
The contractual protection period following our introduction, i.e. how long a candidate technically "belongs" to us. It doesn't mean we literally own a candidate. 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.
This can remain relevant even where the client initially rejected the candidate, didn't have a suitable role at the time of introduction, the candidate later applies directly, or is ultimately engaged through another route entirely.
Prior knowledge and duplicate introductions are common areas of dispute. A client may say "we've already spoken to them," "they're already in our database," "they applied directly," "another agency sent them," or "we already knew about them."
Don't negotiate or concede the point yourself. Refer the matter to Contracts and check the applicable TOBs. What we establish is when and how we introduced the candidate, our records are critical here.
This is up to you, but we can't agree to more than 4 tranches, and fee triggers must be within reason and subject to approval. Standard structure:
Examples of amended triggers: a fixed amount upon agreement to source, with the remainder payable on candidate acceptance or on the candidate's start date. Anything contingent on passing probation is rejected outright unless a Director approves it, that kind of structure delays your payment significantly (e.g. 2/3 payable on completion of probation), and some clients even have clauses letting them extend probation "if necessary," which delays it further still.
A speculative introduction is still an introduction. You may contact a client about a candidate even where they haven't given us a live vacancy. If the client is interested and requests the candidate's CV, the CV should be sent with our TOBs, to make clear the contractual terms on which we're providing the candidate.
Don't assume that sending the TOBs automatically means the client has accepted them. Our TOBs contain provisions dealing with acceptance, but don't rely on implied or deemed acceptance where we can obtain clear written acceptance instead. A client replying to an email, opening or reviewing a CV, speaking to us about the candidate, or progressing the candidate does not mean we can tell the client they've "accepted the TOBs."
This is the strongest protection available to you.
Contracts should be able to review the correspondence and determine whether there's sufficient evidence of acceptance.
The key question isn't simply "did we send the CV?" We need to demonstrate that we introduced the candidate to the client, and that the introduction falls within the scope of our TOBs.
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.