Standard Terms and Conditions for the introduction of candidates for permanent, and fixed term employment.

Effective June 2025

1. DEFINITIONS

Client: means the person, firm or corporate body to whom Cordless Introduces a Candidate, including any holding company, subsidiary, associated company, group company, or any other entity directly or indirectly connected to the Client.

Candidate: means the person Introduced by Cordless to Client including, but not limited to, any officer or employee of the Candidate if the Candidate is a limited company, any member or employee of the Candidate if the Candidate is a limited liability partnership, and members of Cordless’ own staff;

Data Protection Legislation: means all applicable data protection and privacy legislation in force from time to time in the United Kingdom, including without limitation:

(a) the Data Protection Act 2018;

(b) the UK General Data Protection Regulation (as defined in section 3(10) of the Data Protection Act 2018 and supplemented by section 205(4));

(c) the EU General Data Protection Regulation (Regulation (EU) 2016/679) where applicable;

(d) the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as amended); and

(e) any other legislation that replaces, amends, or supplements any of the foregoing.

Engagement: The engagement of the Candidate by the Client or any third party to whom the Candidate has been introduced by the Client, including any subsidiary, holding company, or associated entity of the Client. Engagement includes, without limitation, the Candidate’s acceptance of the Client’s offer,  employment, or use on any basis (whether under a contract for services, employment contract, agency agreement, licence, franchise, partnership, or otherwise). The terms ‘Engage’, ‘Engages’, and ‘Engaged’ shall be construed accordingly.

Introduction: an introduction is deemed to have taken place upon Cordless providing the Client with sufficient information enabling identification of the Candidate. ‘Introduce’ and ‘Introduced’ shall be construed accordingly.

Introduction Fee: the fee payable by the client to Cordless on the introduction of a Candidate to a client which results in the engagement of the Candidate.

Services: the services to be provided by Cordless to the Client under this Agreement.

2. THE CONTRACT

2.1. This Agreement contains the entire agreements between the parties unless otherwise agreed in writing by a director of Cordless. This Agreement prevails over any other terms of business or purchase conditions (or similar) put forward by the Client.

2.2. No variation or alternation to these Terms shall be valid unless the details of such variation are agreed between a partner of Cordless and the Client and are set out in writing.

2.3. For the purposes of the Conduct Regulations 2003, Cordless acts as an employment agency in relation to the Introduction of Candidates pursuant to this Agreement.

3. CORDLESS’ OBLIGATIONS

3.1. Cordless agrees to search for Candidates that meet the Client’s minimum criteria for vacancies specified by the Client from time to time (Services).

3.2. Cordless shall provide the Services on dates to be mutually agreed by the parties.

3.3. Cordless shall obtain confirmation of a worker’s identity (passport, driving licence or birth certificate) and verify that the worker has the experience, training, qualifications and authorisations necessary to work in the vacant position. Cordless shall also ensure they have assurance from the Candidate that they wish to work in the vacant position offered by the Client.

3.4. Cordless shall inform the Client if Cordless becomes aware of information indicating that a Candidate is unsuitable within three months of Introducing the Candidate to the Client.

4. CLIENT’S OBLIGATIONS

4.1. The Client shall ensure that all information provided to Cordless is up to date, accurate and complete.

4.2. The Client shall provide Cordless with sufficient information to enable Cordless to carry out the Services, including, the type of work the work-seeker is required to perform, the location of the work, the hours that will be worked, details of any expenses paid by or to the work-seeker, the rate of pay and benefits, any experience, training, qualifications or authorisation the hirer thinks is necessary or are required by law or any professional body for the work-seeker to possess to fill the position and the length of notice the work-seeker would be required to give.

4.3. It shall be the sole responsibility of the Client to obtain any necessary work permits for a Candidate and arranging any necessary medical assessments or examinations of a Candidate.

4.4. Whilst all reasonable endeavours shall be made by Cordless to ensure the suitability of a Candidate, the Client shall take all reasonable steps to satisfy themselves as to the suitability of a Candidate.

4.5. The Client shall notify Cordless immediately:

4.5.1.  of the terms of any offer of an Engagement it makes to the Candidate;

4.5.2.  that its offer of an Engagement to the Candidate has been accepted and to provide details to Cordless of the salary agreed with the Candidate.

4.6.  The Client shall pay the Introduction Fee in accordance with the provisions of Clause 5.

5. FEES AND PAYMENT

5.1. The Introduction Fee payable to Cordless by the Client shall be 20% of the gross annual salary upon Engagement of the Candidate by the Client.

5.2. The Introduction Fee is payable if the Client Engages the Candidate within the period of 12 months from the date of the introduction, the Client’s withdrawal of an offer of Engagement or the Candidate’s rejection of an offer of an Engagement (whichever is later).

5.3. Where a Candidate is Engaged for a fixed term of less than 12 months, the Introduction Fee shall be calculated pro rata as in 5.1.

5.4.  Where an Engagement for a fixed term of less than 12 months is extended or the Client to engage the Candidate permanently, the Client shall be liable to pay a further Introduction Fee based on the Candidate’s Remuneration applicable for the extended period of Engagement or permanent Engagement, subject to the Client not being liable to pay a greater sum in Introduction Fees that the Client would have been liable for under clause 5.1 had the Candidate first been Engaged for 12 months or more.

5.5. Where the Client re-engages the Candidate within 6 months from the date of termination of the agreed period of the fixed term Engagement the Client shall be liable to pay a further introduction fee based on the additional salary applicable for the period of the second and any subsequent Engagement, subject to the Client not being liable to pay a greater sum in Introduction Fees that the Client would have been liable for under clause 5.1 had the Candidate first been Engaged for 12 months or more.

5.6. VAT will be charged on all Fees.

5.7. Cordless will invoice the Client upon Engagement of the Candidate by the Client. The Client shall pay the invoice within 14 days of the invoice date.

5.8. Without prejudice to any other right or remedy it may have, if the Client fails to pay Cordless the invoice amount by the due date, Cordless may:

5.8.1. Charge interest on such sum from the due date at the annual rate of 4% above the base rate from time to time of the Bank of England, accruing on a daily basis and being compounded quarterly until payment is made and the Client shall pay the interest immediately on demand

5.8.2.  Suspend the Services until payment is made in full.

5.9. Introductions are confidential. The passing of an Introduction to a third party, which results in an Engagement within 12 months of Cordless’ Introduction of the Candidate to the Client, renders the Client liable to payment of Cordless’ Fee as set out in clause 5. Neither the Client nor the third party shall be entitled to a refund of the Introduction fee under any circumstances.

6. REBATES

6.1. Should the Engagement terminate before the expiry of 4 weeks, a rebate of 100% will be applicable thereafter 50% up to 8 weeks and 25% up to 12 weeks, provided that the Client notifies Cordless in writing within 7 days of termination of employment together with the reason for the premature ending.

6.2. Should the Client or any subsidiary or associated company of the Client subsequently re-engage the Candidate within the period of 6 months from the date of termination, a full Introduction Fee becomes payable by the Client and the refund shall be repaid to Cordless.

6.3. If after the offer of Engagement has been accepted by the Candidate, the Client decides for any reason not to proceed with the appointment, the Client shall be liable to pay the Company the full Introduction Fee in accordance with clause 5.

6.4 The following conditions must also be met for a client to qualify for a rebate or free replacement:

6.4.1. Cordless’ invoice for the fee must have been paid within the payment terms in accordance with clause 5.7;

6.4.2. The Candidate’s employment is not terminated by reason of redundancy or re-organisation or change in Client’s strategy;

6.4.3.  The Candidate’s employment is not terminated by reason of poor performance prior to the completion of any induction or training;

6.4.4.  If the Candidate’s employment is terminated by reason of misconduct, rebate is only due where such misconduct was reasonably foreseeable by Cordless;

6.4.5. the Candidate did not leave the employment because he/she reasonably believed that the nature of the actual work was substantially different from the information Client provided prior to the Candidate’s acceptance of the employment;

     6.4.6. the Candidate did not leave the employment as a result of discrimination or other acts against the Candidate; and

     6.4.7. the Candidate was not at any time in the 12 months prior to the start of the employment employed or hired (whether on a permanent or contract basis, directly or indirectly) by Client.

7. NON SOLICITATION

7.1 Neither party shall during or within 6 months of this Agreement termination, howsoever caused, directly or indirectly solicit or entice away or endeavour to entice away from the other party any employee of the other party.

7.2 In the event that a party is found to be in breach of clause 7.1 then that party shall pay the other party by way of liquidated damages an amount equal to the gross annual salary, as at the time of the breach, of the party concerned. This provision shall be without the other party’s right to seek injunctive relief.

8. LIABILITY

8.1 Nothing in this Agreement limits of excludes the liability of Cordless:

8.1.1. for death or personal injury resulting from its negligence; or

8.1.2.fraud or fraudulent misrepresentation.

8.2. Subject to clause 8.1, Cordless shall not under any circumstances whatever be liable for loss of profits, business, goodwill, anticipated savings, contracts, data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

8.3. Subject to clause 8.1, Cordless’ total aggregate liability under or in connection with this Agreement shall not exceed the total amount of Fees paid by the Client in the 12 months preceding the event giving rise to the claim.

9. CONFIDENTIALITY

9.1. Each party shall keep in strict confidence during and following the termination of this Agreement all information concerning the other party’s business or its products which are of a confidential nature and have been disclosed by the other party.

9.2. The obligation contained in Clause 9.1 shall not apply to any information where either party consents to communication or disclosure or information which may subsequently come into the public domain other than as a result of the disclosing party or information required to be disclosed by law.

10. DATA PROTECTION

10.1  For the purposes of this clause 10  “Data Subject” means as set out in, and will be interpreted in accordance with Data Protection Legislation.  For the avoidance of doubt, Data Subject includes Candidate.

10.2  The parties hereto acknowledge that Cordless is a Data Controller in respect of the Personal Data of Candidate and provides such Personal Data to Client in accordance with the Data Protection Legislation for the purposes anticipated by these Terms.

10.3  The parties hereto acknowledge that Client is a Data Controller but the parties hereto are not Joint Controllers (as defined within Data Protection Legislation) save where a specific agreement is made to that effect between the parties hereto.

10.4  The parties hereto warrant to each other that any Personal Data relating to a Data Subject, whether provided by Client, Cordless or by Candidate, will be used, Processed and recorded by the receiving party in accordance with Data Protection Legislation.

10.5  The parties hereto will take appropriate technical and organisational measures to adequately protect all Personal Data against accidental loss, destruction or damage, alteration or disclosure.

10.6 Client will:

               10.6.1. comply with the instruction of the Cordless as regards the transfer/sharing of data between the parties hereto. If Client requires Personal Data not already in its control to be provided by Cordless, Client will set out their legal basis for the request of such data and accept that Cordless may refuse to share/transfer such Personal Data where, in the reasonable opinion of Cordless, it does not comply with its obligations in accordance with Data Protection Legislation;

               10.6.2. not cause Cordless to breach any of their obligations under the UK GDPR, the Data Protection Act 2018 and any other UK data protection laws in force from time to time2018.

10.7 In the event Client becomes aware of an actual or any reasonably suspected Personal Data Breach, it will immediately notify Cordless and will provide Cordless with a description of the Personal Data Breach, the categories of data that was the subject of the Personal Data Breach and the identity of each Data Subject affected and any other information the Cordless reasonably requests relating to the Personal Data Breach.

10.8 In the event of a Personal Data Breach, Client will promptly (at its own expense) provide such information, assistance and cooperation and do such things as Cordless may request to:

10.8.1. investigate and defend any claim or regulatory investigation;

  10.8.2. mitigate, remedy and/or rectify such breach; and

  10.8.3. prevent future breaches.

  10.8.4. and will provide Cordless with details in writing of all such steps taken.

10.9. Client will not release or publish any filing, communication, notice, press release or report concerning any Personal Data Breach without the prior written approval of Cordless.

10.10. Client agrees it will only Process Personal Data of Candidate for the agreed purpose that is introduction for a Vacancy pursuant to these Terms.

10.11. Client will provide evidence of compliance with clause 10 upon request from Cordless.

10.12. Client will indemnify and keep indemnified Cordless against any costs, claims or liabilities incurred directly or indirectly by Cordless arising out of or in connection with any failure to comply with clause 10

11. MISCELLANEOUS

11.1.No variation of this Agreement shall be valid unless made in writing and signed by the duly authorised representatives from both parties.

  11.2. Neither party may assign its rights under this Agreement without the prior written consent of the other party.

  11.3. This Agreement constitutes the entire Agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. Neither party shall have any remedies in respect of any representation or warranty not set out in this Agreement.

   11.4. If any part of any provision of this Agreement is found to be invalid, illegal or unenforceable, then that part shall be deemed to be deleted and the remainder of such provision and all other provisions of this Agreement shall remain valid and enforceable.

12. GOVERNING LAW AND JURISDICTION

12.1   This Agreement is governed by and construed in accordance with English law, and the Parties irrevocably submit to the exclusive jurisdiction of the English courts.

 

 

If you have received a candidate from Cordless Resourcing Ltd and wish to review these terms in another format, please contact resourcing@cordless.co.uk