Official Terms of Business
Rec2Rec Search – Standard Terms of Business
Client terms for the introduction of candidates for direct employment or engagement by the Client
Version 2026.9 – effective from 10th November 2026
1. DEFINITIONS AND INTERPRETATION
1.1 In these Terms the following definitions apply:
“Agency” means Permanent Personnel Limited, trading as Rec2Rec Search, registered in England and Wales under company number 05010137, whose registered office is at 288 Oxford Road, Gomersal, BD19 4PY.
“Applicant” means any person Introduced by the Agency to the Client, including where that person provides services through a limited company or other intermediary, in which case it includes that company or intermediary and its officers and employees.
“Business Day” means any day other than a Saturday, Sunday or bank holiday in England.
“Client” means the person, firm or company to which the Agency Introduces an Applicant, together with each of its Group Companies.
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“Confidential Information” means all information about Applicants (including CVs and personal data), about the Agency’s business, and about the Fees and other terms agreed under these Terms, other than information that is or becomes public through no breach of these Terms.
“Discounted Fee” means the Fee reduced by the prompt payment discount, as set out in clause 4.2.
“Engagement” means the employment, engagement or use of an Applicant by the Client, or by any third party to whom the Client has passed information about the Applicant, on a permanent or fixed-term basis, whether under a contract of employment or for services, and whether directly or through a company or other intermediary. “Engage” and “Engaged” are to be read accordingly.
“Fee” means the fee calculated under clauses 4.1 and 4.3. Where the Discounted Fee has been invoiced, references to a Fee or Fees being paid or overpaid are to the amount actually invoiced and paid.
“Group Company” means, in relation to a company, any subsidiary or holding company of it and any subsidiary of such a holding company, as defined in section 1159 of the Companies Act 2006.
“Guarantee Period” means the period of 10 weeks (70 days) starting on and including the Start Date.
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“Introduction” means either (a) the Client’s interview of an Applicant, in person, by telephone or by video, or (b) the passing to the Client of a CV or any information that identifies the Applicant. “Introduce” and “Introduced” are to be read accordingly.
“Remuneration” means the annual rate of gross remuneration payable to the Applicant at the Start Date, including base salary or fees, guaranteed bonus and commission, the on-target value of any bonus or commission stated in the offer, and allowances, together with any sign-on or other inducement payment. Where a company car is provided, £3,000 is added. Where the Applicant is engaged under a contract for services, the annual rate is the daily rate multiplied by 220 or, if fees are not charged by the day, the fees that would be payable for 12 months at the agreed rate.
“Replacement Period” means the period of 120 days starting on the date the Agency receives the Client’s written notice under clause 5.1(b).
“Start Date” means the first day of the Engagement.
“Termination Date” means the date on which the Applicant’s employment or engagement with the Client actually ends. Where the Applicant is placed on garden leave, or is paid in lieu of notice, it is the date on which the notice period would have ended had it been worked.
1.2 In these Terms: the singular includes the plural and vice versa; headings do not affect interpretation; “including” means including without limitation; “in writing” includes email; “days” means calendar days; and a reference to legislation includes that legislation as amended or replaced.
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2. THE CONTRACT
2.1 These Terms apply to every Introduction and every service the Agency provides to the Client. The Client accepts these Terms on the earliest of: signing them; instructing the Agency; interviewing an Applicant; Engaging an Applicant; or passing information about an Applicant to a third party.
2.2 These Terms are the entire agreement between the Agency and the Client and prevail over any terms the Client puts forward.
2.3 No variation of these Terms is valid unless it is in writing, confirmed by a director of the Agency, and states the date from which it applies.
2.4 Any discount, credit, refund, extension or other arrangement offered by the Agency that these Terms do not require is offered as a goodwill gesture only. It is offered without admission, does not vary these Terms, and creates no continuing obligation, unless a director of the Agency confirms in writing that it is a variation under clause 2.3. Where a goodwill arrangement offers a choice of options, the Client’s choice is final once made, and the options not chosen lapse.
2.5 The Agency acts as an employment agency, introducing Applicants for direct employment or engagement by the Client. Unless otherwise agreed in writing, the Agency is instructed on a non-exclusive basis, and the Client is free to recruit by other means. The Agency will use reasonable endeavours to Introduce suitable Applicants but does not guarantee that it will find a suitable Applicant, or that it will do so within any particular time. Where an Engagement ends early, the Agency’s obligations are those set out in clause 5, which prevails over this clause.
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3. THE CLIENT’S OBLIGATIONS
3.1 Before the Agency Introduces any Applicant, the Client will give the Agency sufficient information, which may be given orally, to enable the Agency to select a suitable Applicant for the position. The Client will confirm that information in writing, or provide a full job description, within 7 days of the first Introduction. The information must cover:
(a) the Client’s identity and the nature of its business;
(b) the date the Client requires the Applicant to start, and the likely duration of the work;
(c) the position, including the type of work, its location (and whether it is office-based, hybrid or remote) and the hours of work;
(d) any known risks to health and safety, and the steps the Client has taken to prevent or control them;
(e) the experience, training, qualifications and authorisations the Client considers necessary, or that the law or any professional body requires;
(f) any expenses payable by or to the Applicant;
(g) the minimum remuneration and other benefits offered, and the intervals at which remuneration will be paid; and
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(h) the notice the Applicant would be required to give and entitled to receive to end the employment.
3.2 The Client will notify the Agency in writing within 5 Business Days if any of that information changes, or if the vacancy is put on hold, filled by other means, or withdrawn. Until notified, the Agency may rely on the information already given.
3.3 The Agency may ask the Client in writing to confirm that a vacancy remains open. If the Client does not confirm within 14 days, the Agency may treat the vacancy as closed, and any obligation to search for an Applicant, including under clause 5, ends.
3.4 The Client will notify the Agency in writing of any offer made to an Applicant and of its acceptance, giving the Remuneration and the Start Date, as soon as possible and in any event before the Start Date.
3.5 Before Introducing an Applicant, the Agency will take such steps as are reasonably practicable to confirm the Applicant’s identity; that the Applicant has the experience, training, qualifications and authorisations the Client considers necessary, or that the law or any professional body requires; and that the Applicant is willing to work in the position. The Agency will tell the Client that it has done so. The Agency will also take such steps as are reasonably practicable to ensure that the Client and the Applicant are aware of any legal or professional requirements for the Applicant to work in the position, and that it would not be detrimental to either of them for the Applicant to do so. Notwithstanding this, the Client is responsible for satisfying itself as to the suitability of the Applicant, including taking up references, carrying out right-to-work checks, and verifying any qualifications, medical or other requirements before the Engagement begins.
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4. FEES AND PAYMENT
4.1 The Fee for an Introduction that results in an Engagement is 25% of the Remuneration, plus VAT at the applicable rate.
4.2 Except where clause 4.7 applies, the Fee is earned on the Start Date, when the Agency will invoice the Client. The Agency will automatically apply a prompt payment discount and invoice the Discounted Fee, calculated at 20% of the Remuneration instead of 25%, plus VAT. Invoices are payable within 7 days of the invoice date. The prompt payment discount is conditional on both: (a) the Client paying the invoice for the Discounted Fee in full by its due date; and (b) the Client having notified the Agency in writing of the offer, its acceptance, the Remuneration and the Start Date before the Start Date, as required by clause 3.4.
4.3 If the Engagement is for a fixed term of less than 12 months, the Fee and the Discounted Fee are calculated on the Remuneration multiplied by the length of the fixed term in months (rounded up to the next whole month) and divided by 12. If the fixed term is extended, or the Client re-Engages the Applicant within 12 months of the original Start Date, a further Fee is payable, calculated in the same way for the additional period, until Fees have been charged on a total of 12 months’ Remuneration for that Applicant.
4.4 If the Client does not disclose the Remuneration before the Start Date, the Fee is calculated on the salary details the Agency gave the Client when it submitted the Applicant or, if the Agency gave none, on a reasonable estimate based on the market rate for comparable positions. If the Client later provides written evidence of the actual Remuneration, the Agency will recalculate the Fee and invoice any additional amount or refund any overpayment.
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4.5 If either condition in clause 4.2 is not met, the prompt payment discount, and any other discount agreed on the Fee, is revoked and the full Fee calculated under clauses 4.1 and 4.3, plus VAT, is payable. The Agency will invoice the difference between the amount already invoiced and the full Fee without further notice, and that invoice is payable immediately. Payment of that invoice does not reinstate the discount.
4.6 If an invoice is not paid by the due date, the Agency may claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, including interest at 8% a year above the Bank of England base rate, the fixed sum under section 5A of that Act, and the Agency’s reasonable costs of recovering the debt.
4.7 If the Client withdraws an offer after it has been accepted, for any reason other than the Applicant failing to meet a condition of a conditional offer, a cancellation fee is payable equal to 75% of the Discounted Fee that would have been invoiced had the Engagement started, calculated on the Remuneration in the accepted offer, plus VAT. The Agency will invoice the cancellation fee on the date of withdrawal, and it is payable within 7 days of the invoice date. Clause 4.5 does not apply to the cancellation fee; if it is paid late, clause 4.6 applies.
4.8 A Fee is payable if, within 12 months of an Introduction, the Applicant is Engaged by the Client, or by any third party to whom the Client has passed information about the Applicant. Where the Engagement is by a third party, the Client is liable for the Fee and there is no entitlement to any replacement. Where a Fee has already been paid for an Engagement of the same Applicant by the Client, no further Fee is payable under this clause if the Client re-Engages that Applicant within 12 months of the earlier Start Date; instead, clause 4.3 applies to fixed-term Engagements and clause 5 applies to any replacement.
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4.9 An Introduction is treated as the effective cause of an Engagement, and the Fee is payable, unless within 7 days of the Introduction the Client notifies the Agency in writing that the Applicant is already known to it, and provides satisfactory evidence that it was in contact with the Applicant about a relevant vacancy within the 3 months before the Introduction.
4.10 If the Client employs or engages any employee of the Agency with whom it has had dealings, within 12 months of those dealings, a Fee is payable calculated as if that person were an Applicant.
5. EARLY TERMINATION: REPLACEMENT
5.1 This clause 5 applies only if all of the following conditions are met. If any is not met, no replacement is due:
(a) the invoice for the Discounted Fee has been paid in full by its due date;
(b) the Agency receives the Client’s written notice within 7 days of the Client giving or receiving notice of termination or, where no notice is given, within 7 days of the Termination Date. The notice must state whether the Applicant resigned or the Client terminated the Engagement, the reason for termination, the date any notice was given, and the Termination Date (including any garden leave or payment in lieu of notice);
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(c) the Termination Date falls within the Guarantee Period;
(d) no discount on the Fee has been agreed, other than the prompt payment discount under clause 4.2, unless the written discount agreement expressly states that this clause 5 applies;
(e) the termination is not due to redundancy, restructuring, a breach by the Client of the Applicant’s contract, or a material change made by the Client to the position, its location, hours or remuneration; and
(f) the Client has not re-Engaged the Applicant.
5.2 If the Agency asks, the Client will provide a copy of the resignation or termination letter, or other written evidence of how and why the Engagement ended, within 7 days of the request. If it does not, no replacement is due.
5.3 Replacement. Where the conditions in clause 5.1 are met, whether the Applicant resigned or the Client terminated the Engagement, the Agency will use reasonable endeavours during the Replacement Period to Introduce suitable replacement Applicants for the same position on substantially the same terms. This is an obligation to use reasonable endeavours only. It is not a guarantee that a replacement will be found or Engaged within the Replacement Period, and no credit, rebate or refund is payable if one is not.
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5.4 The Agency’s obligation under clause 5.3 ends on the earliest of: the end of the Replacement Period; the Client Engaging a replacement Applicant Introduced by the Agency; the Client filling the position by any other means; the Client withdrawing, pausing or materially changing the position, unless the Agency agrees in writing to continue; or the vacancy being treated as closed under clause 3.3.
5.5 Only one replacement Engagement is available for each original Engagement. No Fee is payable for the replacement Engagement, except that if the replacement Applicant’s Remuneration is higher than the original Applicant’s, a further Fee is payable on the difference in Remuneration, invoiced and discounted on the same basis as clause 4.2. If it is lower, no adjustment is made and no refund or credit is due. A replacement Engagement does not carry any further right to a replacement.
5.6 If the Client re-Engages the original Applicant within 12 months of the Termination Date after a replacement Applicant has been Engaged under this clause, a Fee becomes payable for the replacement Engagement as if it were a new Engagement under clause 4.
5.7 The replacement under this clause 5 is the Client’s only remedy on early termination. No credit, rebate or cash refund is payable on early termination. This does not affect any repayment due where a Fee has been overpaid or invoiced in error, including an adjustment under clause 4.4.
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6. CONFIDENTIALITY
6.1 Introductions are confidential. The Client will not pass information about an Applicant to any third party without the Agency’s written consent.
6.2 Each party will keep the other’s Confidential Information confidential, use it only for the purposes of these Terms, and disclose it only to those of its employees and professional advisers who need to know it and who are bound by equivalent duties of confidence, or where required by law.
7. DATA PROTECTION
7.1 Each party will comply with the UK General Data Protection Regulation, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 in relation to personal data shared under these Terms. Each party is an independent controller of the Applicant personal data it holds.
7.2 The Client will use Applicant personal data only to assess the Applicant for the relevant vacancy, keep it secure, delete it when no longer needed for that purpose, and notify the Agency without undue delay of any personal data breach affecting data the Agency supplied. The Client will pay any data protection fee it is required to pay to the Information Commissioner’s Office.
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7.3 The Agency may contact the Client and its staff by email and telephone about its recruitment services. The Client may opt out at any time by notifying the Agency.
8. LIABILITY
8.1 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud, or for any other liability that cannot lawfully be limited or excluded.
8.2 The Agency is not liable for any loss arising from the acts or omissions of an Applicant (except to the extent caused by the Agency’s breach of clause 3.5), from the Client’s failure to carry out the checks in clause 3.5, or from any failure to Introduce an Applicant.
8.3 The Agency is not liable for any loss of profit, revenue, business or goodwill, or for any indirect or consequential loss.
8.4 Subject to clause 8.1, the Agency’s total aggregate liability under or in connection with these Terms is limited to the total Fees paid by the Client to the Agency in the 12 months before the event giving rise to the claim.
9. GENERAL
9.1 No failure or delay by the Agency in exercising a right is a waiver of it, and no waiver of one breach is a waiver of any other.
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9.2 Notices must be in writing and sent by email or post to the other party’s last notified address. An email sent before 5pm (UK time) on a Business Day is treated as received on that day; otherwise it is treated as received on the next Business Day.
9.3 If any provision of these Terms is found invalid or unenforceable, the rest of these Terms continues in force.
9.4 No person other than the Agency and the Client has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce these Terms.
9.5 These Terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.