Client Terms of Business
(Recruitment Services – Structured Building LTD)

1. Definitions
In these Terms of Business:

“Agency” means Structured Building LTD.
“Client” means the person, firm or company to whom the Agency introduces Candidates.
“Candidate” means any person introduced by the Agency to the Client.
“Engagement” means the employment, hire or use of a Candidate by the Client or any third party connected to the Client, whether under a contract of service, contract for services, agency, licence, franchise or partnership agreement, or any other engagement.
“Introduction” means the provision by the Agency to the Client of any information which identifies a Candidate, whether verbally or in writing.
“Remuneration” means the gross annual salary or fees payable to the Candidate, including any guaranteed bonuses, allowances, shift premia, car or car allowance and any other taxable emoluments.
“Temporary Assignment” means an assignment where the Candidate is supplied on a temporary or contract basis.
These Terms apply to all Introductions and Engagements unless otherwise agreed in writing.

2. Scope of Services
2.1 The Agency provides recruitment services to the Client, including sourcing, screening and introducing Candidates for permanent, fixed‑term and temporary roles.

2.2 The Agency does not employ Candidates engaged by the Client on a permanent basis. For Temporary Assignments, the Agency will confirm in writing whether the Candidate is engaged by the Agency or supplied via another arrangement.

3. Acceptance of Terms
3.1 By requesting an Introduction, interviewing a Candidate introduced by the Agency, or engaging a Candidate, the Client is deemed to have accepted these Terms of Business.

3.2 Any terms proposed by the Client shall not apply unless expressly agreed in writing and signed by an authorised representative of the Agency.

4. Introductions and Ownership of Candidates
4.1 All Introductions are confidential and made solely for the Client’s internal use.

4.2 If the Client Engages a Candidate within 12 months of an Introduction, a fee will be payable in accordance with clause 5, whether or not the Candidate is engaged in the original role.

4.3 If the Client passes a Candidate’s details to a third party and that third party Engages the Candidate within 12 months of the Introduction, the Client will be liable for the applicable fee as if it had Engaged the Candidate directly.

5. Fees and Payment Terms – Permanent & Fixed‑Term
5.1 For permanent and fixed‑term Engagements, the fee is calculated as a percentage of the Candidate’s first year Remuneration. The applicable percentage will be confirmed in writing prior to Introduction.

5.2 Fees become payable on the Candidate’s start date. The Agency will issue an invoice on or shortly after that date.

5.3 All invoices are payable within [X] days of the invoice date.

5.4 All fees are exclusive of VAT, which will be charged at the prevailing rate.

5.5 The Agency reserves the right to charge interest on overdue invoices at the rate permitted by applicable law and to suspend further services until payment is received.

6. Fees – Temporary Assignments
6.1 For Temporary Assignments, the Client will be charged an hourly or daily rate which includes the Candidate’s pay, statutory costs, and the Agency’s margin.

6.2 The applicable rate, overtime rates and any enhancements (e.g. nights, weekends, bank holidays) will be confirmed in the Assignment details.

6.3 The Client shall approve timesheets (or equivalent records) to verify hours worked. Approved timesheets are conclusive evidence of the hours worked and the Client’s obligation to pay the corresponding charges.

6.4 The Client shall pay all invoices for Temporary Assignments within [X] days of the invoice date.

7. Rebate / Replacement Guarantee (Permanent)
7.1 If a Candidate placed in a permanent role leaves or is lawfully dismissed within the first [X] weeks of employment, the Agency may, at its discretion:

Provide a free replacement Candidate, or
Apply a rebate to the fee in accordance with a sliding scale agreed in writing.
7.2 Any rebate or replacement is conditional upon:

The Client having paid the original invoice in full and on time.
The Candidate not leaving due to redundancy, significant change in role, or unlawful treatment by the Client.
The Client notifying the Agency in writing within [X] days of the Candidate’s departure.
7.3 No rebate or replacement will be provided where the Client does not give the Agency a reasonable opportunity to find a replacement.

8. Client Obligations
8.1 The Client shall:

Provide accurate and complete information about the role, working conditions, and required qualifications.
Be responsible for the supervision, direction and control of any Candidate during an Engagement.
Comply with all applicable employment, health and safety, and equality laws.
Notify the Agency immediately when it makes an offer to a Candidate and when an offer is accepted, including details of Remuneration.
8.2 The Client is responsible for any necessary medical examinations, background checks, or additional vetting beyond what the Agency has expressly agreed to carry out.

9. Compliance, Vetting and References
9.1 The Agency will take reasonable steps, as agreed with the Client, to ensure that Candidates are suitable for the position, which may include checking identity, right to work, qualifications and references.

9.2 The Client acknowledges that the Agency relies on information provided by Candidates and third parties and does not guarantee its accuracy.

9.3 The Client must satisfy itself as to the Candidate’s suitability for the role and remains responsible for final hiring decisions.

10. Confidentiality and Data Protection
10.1 Both parties shall keep confidential all information relating to the other party’s business, Candidates and clients, except where disclosure is required by law.

10.2 The Agency will process personal data in accordance with applicable data protection laws and its privacy notice.

10.3 The Client shall handle any Candidate personal data provided by the Agency in compliance with applicable data protection laws and use it only for recruitment purposes.

11. Non‑Solicitation
11.1 The Client shall not, without the Agency’s prior written consent, directly employ or engage any employee of the Agency with whom the Client has had material dealings in connection with these services during the previous 12 months.

11.2 If the Client breaches this clause, the Agency may charge a fee equivalent to [X]% of the individual’s annual Remuneration.

12. Liability
12.1 The Agency shall not be liable for any loss, damage, cost or expense suffered by the Client arising from the acts or omissions of any Candidate, or from the failure of a Candidate to accept an offer or to attend work.

12.2 The Agency’s total liability in connection with any Introduction or Engagement shall be limited to the amount of the fee paid or payable for the relevant Candidate, except where liability cannot be limited by law.

12.3 The Agency shall not be liable for any indirect or consequential loss, including loss of profit, revenue, or business opportunity.

13. Term and Termination
13.1 These Terms apply from the date the Client first requests services from the Agency and continue until terminated in writing by either party.

13.2 Termination shall not affect any rights or obligations that have already arisen, including the Client’s obligation to pay fees for any Candidate Engaged as a result of an Introduction prior to termination.

14. General
14.1 These Terms constitute the entire agreement between the parties in relation to the subject matter and supersede any previous terms.

14.2 Any variation to these Terms must be in writing and signed by both parties.

14.3 If any provision is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.4 These Terms are governed by the laws of [England and Wales] and the parties submit to the exclusive jurisdiction of the courts of [England and Wales].