RECRUITMENT AGENCY AGREEMENT
Important legal, jurisdiction and formality warning
This fictional agreement is a worked example, not legal advice. Recruitment activity can be regulated and the correct terms depend on whether the Agency supplies introductions, temporary workers, permanent employees, contractors or managed services. The parties must check the Employment Agencies Act 1973, the Conduct of Employment Agencies and Employment Businesses Regulations 2003 where applicable, agency-worker rights, employment status, right-to-work checks, tax and National Insurance, equality law, safeguarding, immigration, data protection, modern slavery and sector licensing. A fee or rebate does not transfer responsibility for lawful hiring. Obtain specialist advice before using this document for a live vacancy.
1. Parties and services
This agreement is made on 20 April 2026 between Cedarline Digital Health Limited, company number 12864017, of 48 Queensway, Oxford OX2 6LJ, the Client, and Kestrel Search Partners Limited, company number 10193602, of 3 Minster Court, Winchester SO23 8GN, the Agency. The Client develops administrative software for clinics. The Agency provides recruitment and candidate-introduction services. The Agency is appointed on a non-exclusive basis for permanent and fixed-term staff introductions described in an agreed Vacancy Brief.
The Agency is an independent contractor and has no authority to bind the Client, offer employment, set a candidate's terms, guarantee an appointment, collect a fee from a candidate or represent that it is the Client's employment department. The Client decides whether to interview, offer, employ, contract with or reject a candidate. No term makes the Agency an employment business supplying temporary workers unless the parties sign a separate written schedule complying with applicable law.
2. Definitions
Candidate means an individual whose details the Agency lawfully submits for a Vacancy. Candidate Introduction means the first complete written submission of a Candidate's details and relevant experience to the Client for a Vacancy. Engagement means the Candidate becoming employed by the Client or a Group Company in a permanent or fixed-term employment role. Gross Annual Remuneration means the first 12 months' basic salary plus guaranteed cash allowances and guaranteed first-year bonus, excluding VAT, reimbursed expenses, discretionary bonus, benefits in kind and equity unless the Vacancy Brief states otherwise. Group Company means a company controlling, controlled by or under common control with the Client. Introduction Period means twelve months after a Candidate Introduction. Contract Year means each period of 12 months beginning on 20 April 2026 and each successive anniversary of that date. Vacancy means a role confirmed by the Client in writing.
3. Vacancy instructions and candidate submissions
The Client will provide a Vacancy Brief stating title, duties, location, working pattern, expected remuneration, engagement type, essential checks, interview process and any genuine occupational requirement. The Agency will use reasonable skill and care to source candidates, describe the role accurately and explain that the Client makes the final decision. The Agency must not discriminate unlawfully, mislead a Candidate about pay or prospects, charge a Candidate a fee, or place a Candidate without the permissions and checks required by law.
A Candidate submission must be sent to introductions@kestrel.example.test and talent@cedarline.example.test with the Candidate's name, professional contact details, CV or profile, the Vacancy, date of consent to submission, current notice period, work authorisation status as confirmed by the Candidate, and any material limitation the Client needs to know. The Agency must not send health data, criminal-record information, passport copies or other special-category data unless lawfully necessary, requested and transmitted securely.
The Client will acknowledge a submission within five Business Days and state whether the Candidate is new, already known, under consideration or rejected. A submission is not chargeable if the Client can show that the Candidate was already in an active recruitment process, applied directly in the preceding six months, was introduced by another agency earlier, or was an existing employee or contractor. The parties will resolve competing introduction claims by reviewing dated records and acting reasonably; the Client will not deliberately route an accepted Candidate through another entity to avoid an applicable fee.
4. Recruitment process and compliance
The Agency will obtain the Candidate's informed permission before sending personal data and will tell the Candidate the identity of the Client, purpose of processing, categories of recipients and retention approach. It will maintain records of submissions, consent, qualifications and checks. The Client will provide its own privacy information, use the data only for recruitment and related workforce planning, restrict access, and delete or anonymise it when no longer needed unless law requires retention.
The Agency will not state that a Candidate has a qualification, licence, right to work, reference or security clearance unless it has taken and recorded a reasonable verification step. The Client remains responsible for verifying original or approved right-to-work evidence, references, safeguarding, professional registration, fitness, tax status and any role-specific check before Engagement. The Agency will cooperate with a reasonable request for evidence and promptly correct an inaccurate submission.
The parties will comply with the Equality Act 2010, Data Protection Act 2018, UK GDPR, applicable employment-agency rules, Bribery Act 2010, Modern Slavery Act 2015, immigration law, sanctions and health-and-safety requirements. They will not ask for or use protected characteristics except where lawful and genuinely necessary. The Agency will notify the Client of a complaint, regulator contact, suspected fraud, data incident or right-to-work concern connected with a Candidate within 24 hours of becoming aware.
5. Permanent and fixed-term introduction fees
For a Candidate introduced by the Agency who enters an Engagement during the Introduction Period, the Client will pay a fee equal to 18 percent of Gross Annual Remuneration for a permanent Engagement, or 12 percent of the aggregate remuneration payable for the first 12 months of a fixed-term Engagement. If the fixed term is shorter than 12 months, the fee is 12 percent of the remuneration stated for the actual fixed term, annualised only where the Candidate is entitled to renew and the Vacancy Brief says so. The fee is consideration for the introduction, not a guarantee of performance.
For a worked permanent calculation, if the Candidate's annual basic salary is £62,000 and the offer includes a guaranteed first-year cash bonus of £3,000, Gross Annual Remuneration is £65,000. The fee is 18 percent of £65,000, namely £11,700, plus VAT if properly chargeable. A discretionary bonus of £5,000 and a laptop benefit are excluded. If a fixed-term Engagement pays £4,500 per month for eight months, the fee is 12 percent of £36,000, namely £4,320, plus VAT.
If the Client offers a salary range, the fee is calculated on the accepted offer. If remuneration increases within the first three months before the fee invoice is issued, the increased guaranteed amount is included. If the Client engages a Candidate through a Group Company, the Client must ensure the Group Company pays the fee or will pay it itself. A fee is not payable for a Candidate whom the Client does not engage.
6. Fee invoicing and payment
The Agency may invoice the permanent or fixed-term fee on the Candidate's first day of Engagement. The invoice must identify the Candidate by the reference used in the submission, Vacancy, start date, remuneration calculation, fee percentage, VAT and bank details. The Client will pay a valid undisputed invoice within 30 days. The Client must notify a dispute with reasons within 15 Business Days and pay any undisputed amount. The Agency may not charge a Candidate or deduct a fee from Candidate pay.
If the Client changes the Engagement after the start date in a way that materially increases guaranteed remuneration, the Agency may issue a supplemental invoice for 18 percent of the increase for a permanent role, or 12 percent for the fixed-term role, within 60 days. A later renewal or extension after the first term is not chargeable unless the parties agree a new Vacancy or the Agency makes a further introduction leading to that Engagement.
7. Rebate and replacement mechanics
If a permanently or fixed-term engaged Candidate leaves the Engagement for any reason other than redundancy, a material reduction in remuneration imposed by the Client, a substantial role relocation not agreed by the Candidate, or the Client's breach, the Agency will provide a rebate against the fee according to this schedule, provided the Client has paid the invoice and not materially breached this agreement:
• departure within 4 weeks after the start date: 100 percent rebate; • departure after 4 weeks and within 8 weeks: 75 percent rebate; • departure after 8 weeks and within 12 weeks: 50 percent rebate; • departure after 12 weeks and within 16 weeks: 25 percent rebate; • departure after 16 weeks: no rebate.
For a £11,700 fee, departure on day 20 produces a £11,700 credit; departure on day 45 produces an £8,775 credit; departure on day 70 produces a £5,850 credit; and departure on day 100 produces a £2,925 credit. The date of departure is the last day on which the Candidate performs or remains employed, not the date notice is given. The Client must notify the Agency within five Business Days, explain the reason without disclosing unnecessary personal data and provide the end date. The Agency will issue a credit note within 15 Business Days, which the Client may set off against the next invoice. If no invoice is due within 60 days, the Agency will refund the credit within 15 Business Days.
Instead of a rebate, the Client may request one replacement introduction for the same Vacancy at no additional fee. A replacement must be a new Candidate and does not extend the rebate period. The Client may use only one remedy for the same departure. No rebate is available if the Client has not paid the undisputed fee, hires the Candidate again within six months, or terminates because of a serious misconduct finding supported by a fair process where the Agency's false representation did not cause the Engagement.
8. Temporary workers and contractors excluded
This agreement does not authorise the Agency to supply temporary workers, contractors under the Agency's supervision, payroll services or an umbrella arrangement. If the parties wish to do so, they must sign a separate schedule setting out status, rates, supervision, working time, holiday, pension, insurance, tax, substitution, client responsibilities, agency-worker rights and applicable regulations. Until that schedule is signed, a temporary or contractor placement is outside scope and the Client may reject it without a fee.
The parties will not label an individual a contractor merely to avoid employment, tax or agency-worker rights. The actual working arrangements and applicable law determine status. The Client is responsible for day-to-day direction of an employed Candidate after Engagement, and the Agency is not the employer unless a separate lawful arrangement expressly says so.
9. Confidentiality and intellectual property
Each party will keep confidential the other's non-public Vacancy details, salary budgets, candidate information, customer information, methods, pricing, security information and business plans. It may disclose such information only to staff and advisers who need it and are bound by confidentiality, and may use it only for this agreement. Exclusions apply to information public without breach, already known, independently developed or required by law after notice where lawful. The duty lasts five years after disclosure, while trade secrets and Candidate personal data remain protected as required by law.
The Agency retains its pre-existing search methods, software and general know-how. The Client owns its Vacancy Briefs, internal documents and marks. The Agency grants the Client a limited licence to retain and use a Candidate CV and profile for recruitment, onboarding, compliance and workforce records during the lawful retention period. Neither party may publish a Candidate's identity or the other's name in publicity without consent.
10. Insurance, liability and indemnities
Each party will maintain appropriate insurance. The Agency will maintain professional indemnity and cyber liability cover of at least £1,000,000 per claim and employers' liability cover as required for its staff. The Client will maintain employers' liability and public liability insurance as required for its operations.
Nothing limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, deliberate misuse of personal data, or any liability that cannot lawfully be limited. Subject to that, each party's aggregate liability in a Contract Year is capped at £250,000. The Agency's cap does not apply to its failure to obtain lawful Candidate consent, deliberate submission of false credentials, bribery or infringement of the Client's intellectual property. The Client's cap does not apply to unpaid fees or deliberate misuse of Agency confidential information. Neither party is liable for indirect loss or loss of profit to the extent permitted by law.
The Agency indemnifies the Client for reasonable direct losses and third-party claims caused by the Agency's unlawful marketing, failure to obtain a required Candidate permission, deliberate misrepresentation or breach of data protection obligations. The Client indemnifies the Agency for claims caused by unlawful discrimination in the Client's recruitment decision, unsafe Client instructions or a breach of the Client's data and confidentiality duties. The indemnified party must give prompt notice, reasonable cooperation and control of defence, and no settlement may admit its liability without consent.
11. Term and termination
The Term begins on 20 April 2026 and continues for two years, renewing annually unless either party gives 60 days' notice. Either party may terminate for material breach not remedied within 20 Business Days, insolvency, loss of a required authorisation, serious data incident, bribery or repeated failure to pay. The Client may end a Vacancy at any time by written notice; no fee is due unless an Engagement follows a prior Candidate Introduction within its Introduction Period.
Termination does not affect a fee for an Engagement made before termination or after termination during the Introduction Period from a Candidate Introduction made before termination. The rebate schedule applies to an eligible departure after termination. The parties must return or securely delete information when requested, subject to lawful retention. Clauses on fees, rebates, confidentiality, data, liability and disputes survive.
12. Audit, notices and disputes
The Client may, on ten Business Days' notice and no more than once each year, review records reasonably necessary to verify fees, rebate dates, consent and compliance. The Agency may redact unrelated Candidate data and must protect third-party confidentiality. Each party will keep relevant records for seven years or longer where required by law.
Notices must be in writing and may be served by hand at, or by pre-paid first-class post to, the registered office of the recipient stated in clause 1, or by email to peopleops@cedarline.example.test for the Client or compliance@kestrel.example.test for the Agency. A notice is deemed received if delivered by hand, when it is left at the relevant office; if sent by pre-paid first-class post, at 09:00 on the second Business Day after posting; or if sent by email, at the time of transmission when sent before 17:00 on a Business Day and otherwise at 09:00 on the next Business Day, provided the sender receives no automated failure message. If the deemed time falls outside the recipient's normal business hours, it is treated as received at 09:00 on the next Business Day. Operational submissions and ordinary approvals may be by email, but an amendment, termination or waiver must be signed by an authorised representative.
The parties will first refer a dispute to Amelia Grant, Cedarline's People Director, and Jonas Field, Kestrel's Managing Director, who will meet within ten Business Days. They may use mediation through CEDR in Oxford, sharing the mediator's fee equally. This does not prevent urgent relief or recovery of an undisputed invoice. This agreement and any non-contractual obligation are governed by the law of England and Wales and the courts of England and Wales have exclusive jurisdiction.
13. General and signatures
This agreement is the entire agreement about the Agency's permanent and fixed-term introduction services and replaces prior discussions. A signed Vacancy Brief forms part of it. Neither party may assign without consent except to a successor to substantially all relevant business that assumes the obligations. No partnership, agency or employment relationship is created. No third party may enforce a term under the Contracts (Rights of Third Parties) Act 1999. If any provision is invalid, the remainder continues and the provision will be adjusted only as necessary. Counterparts and electronic signatures are permitted where legally effective.
Signed for Cedarline Digital Health Limited by Amelia Grant, People Director Signature: ____________________ Date: 20 April 2026
Signed for Kestrel Search Partners Limited by Jonas Field, Managing Director Signature: ____________________ Date: 20 April 2026