Terms and Conditions of Business

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TERMS AND CONDITIONS OF BUSINESS FOR PERMANENT & FIXED TERM PLACEMENTS 

Between

Pro Class Recruitment Ltd, a company registered in England and Wales with Company No. 14824097, having its registered address at 3 The Limes, Chalford Grange, Fareham, Hampshire, PO15 5SG, United Kingdom (hereinafter referred to as "Pro Class”);  

And  

The Client

1. ENGAGEMENT AND ACCEPTANCE

1.1 Acceptance of Terms: The Client is considered to have accepted these Terms when any of the following occurs:

⁃ 1.1.1 The Client receipt of a Candidate’s CV.

⁃ 1.1.2 The Client instructs Pro Class to begin recruitment services.

⁃ 1.1.3 The Client conducts an interview or requests additional information regarding

Candidate.

⁃ 1.1.4 The Client engages a Candidate for any role.

1.2 Supremacy of Terms: These Terms shall take precedence over any conflicting terms proposed by the Client unless there is a specific written agreement to the contrary signed by the Director of Pro Class.

2. DEFINITIONS

2.1 Contract: These Terms and Conditions constitute the entire agreement between Pro Class and the Client regarding recruitment services.  

2.2 Candidate: Any individual that Pro Class presents to the Client for the purpose of potential engagement.  

2.3 Client: The individual, company or organization that engages the services of Pro Class.  

2.4 Engagement: Any form of employment, contract, or work arrangement that arises from the introduction of a Candidate, whether directly or indirectly.  

2.5 Introduction: The process of presenting a Candidate to the Client, which may include sharing CVs, conducting interviews, or providing other relevant information.  

2.6 Services: The recruitment services offered by Pro Class, which encompass candidate sourcing, vetting, introductions, and related advisory functions.  

2.7 Terms: These Terms and Conditions of Business, along with any amendments or additional annexes provided by the Director of Pro Class.

3. INTRODUCTIONS AND CONFIDENTIALITY

3.1 Recruitment Fee Eligibility: Pro Class will be entitled to the Recruitment Fee if:

⁃ 3.1.1 The Client does not notify Pro Class in writing within 3 days that the Candidate was already known or introduced by another agency, and fails to provide satisfactory evidence that the Candidate agreed to this prior introduction.

⁃ 3.1.2 The Client notifies Pro Class within 3 days that the Candidate is known, but does not provide evidence of contact with the Candidate regarding relevant vacancies in the 3 months prior to the introduction.

3.2 Notification Requirements: The Client must notify Pro Class in writing within 3 working days:

⁃ 3.2.1 Of any offer of Engagement made to a Candidate.

⁃ 3.2.2 When an Engagement offer is accepted by a Candidate or the Engagement commences, providing details of the Annual salary.

3.3 Client Responsibilities:

⁃ 3.3.1 The Client must assess the suitability of any Candidate for the role.

⁃ 3.3.2 The Client has sole responsibility for selecting a Candidate for Engagement.

⁃ 3.3.3 The Client should make Engagement offers subject to satisfactory references and verify all Candidate statements.

3.4 Confidentiality: Candidate introductions and CVs provided by Pro Class are confidential and must not be disclosed without prior written consent.

3.5 Use of CVs: The Client may only use CVs to select Candidates for interview and decide whether to engage them. If the Client decides not to engage a Candidate, they must return all copies of the CV and destroy any related records.

4. CLIENT OBLIGATIONS

4.1 The Client is responsible for the following, but not limited to:

⁃ 4.1.1 Providing clear and comprehensive job descriptions that accurately reflect the requirements of the position. What type of work they expect from a Candidate and date on which the Client requires a Candidate to commence work.

⁃ 4.1.2 Ensuring that all recruitment practices are conducted in accordance with applicable laws and ethical standards.

⁃ 4.1.3 Performing necessary checks and assessments on Candidates to verify their qualifications and suitability for the role, unless an alternative agreement is reached in writing.

⁃ 4.1.4 where applicable, the length of notice which the candidate in such a position would be required to give and entitled to receive, to terminate the engagement with the Client.

⁃ 4.1.5 The Client shall pay the Fees set out in clause 6, 7 and 8

4.2 Client Feedback: Clients must respond to submissions in a reasonable timeframe. Excessive delays may result in disengagement and an administration fee.

4.3 Inability to adhere to these obligations may result in the suspension or cessation of services provided by Pro Class.   

5. OBLIGATIONS OF PRO CLASS RECRUITMENT

5.1 Pro Class will make reasonable efforts to introduce qualified individuals to the Client for the position outlined in the Job Description provided by the Client. This process will be in accordance with Clause 3, which describe the type of work expected from the Candidate.

While Pro Class strives to deliver high-quality service and maintain integrity, we do not guarantee the suitability of any Candidate. It is understood that the Client has the primary responsibility for evaluating the qualifications and fit of any Candidate introduced.

6. RECRUITMENT FEES & PAYMENT

6.1 Placement Fees: Pro Class will charge a Placement Fee whenever the Client engages an individual introduced under these Terms.

6.2 Fee Percentage: The Placement Fee for non-Fixed Term Placements will be a percentage of the Candidate’s Salary Package. This percentage will be agreed upon by both parties and confirmed in writing by Pro Class. If no agreement is reached, Pro Class will apply its standard rates.

6.3 Fixed Term Placements: For Fixed Term Placements, the Placement Fee will be calculated based on the annual Salary Package, pro-rated according to the length of the placement.

6.4 VAT: All fees are exclusive of VAT, which will be added to invoices.

6.5 Invoice Payment: The Client must pay all invoices from Pro Class, including additional costs, in full within 14 days of the invoice date.

6.6 Invoice Acceptance: The Client accepts an invoice if no dispute is raised within 3 days. Any disputes must be addressed promptly, and the Client cannot withhold payment on other invoices due to a dispute.

6.7 Late Payment: Pro Class reserves the right to charge interest on overdue payments at a rate of 4% calculated weekly after 14 days. The Client is responsible for any costs incurred by Pro Class in recovering overdue amounts.

6.8 Engagement Extensions: If the Client extends or renews an engagement of less than one year, they must pay the pro-rata remainder of the Placement Fee for the extension.

7. ADDITIONAL PAYMENT TERMS

7.1 Consequences of Late Payment: Interest of 4% above the Bank of England base rate will be charged on any overdue payments, calculated weekly.

7.2 Non-Payment Consequences: Continued failure to pay may lead to the suspension of services, and Pro Class may initiate legal proceedings to recover all costs and any interest owed by the Client.

7.3 Recovery Costs: Any third-party costs and expenses (including legal fees) incurred by Pro Class in recovering overdue amounts will be charged to the Client.

7.4 Client Engagement of Candidates Without Agency Consent: If the Client engages with a Candidate without the prior consent of Pro Class, this will be considered a breach of these Terms. In such cases, the Client shall be liable to pay a fee equivalent to 30% of the Candidate’s first-year salary as compensation for the unauthorized engagement. The Client must reimburse Pro Class for any costs, expenses or losses incurred as a result of unauthorised engagement of a candidate.

8. CANCELLATION AND ADMINISTRATION FEES

8.1 Cancellation Fee: If the Client withdraws an offer of Engagement after it has been made to the Candidate and a start date has been agreed by all parties, Pro Class reserves the right to charge a cancellation fee. This fee will cover administrative and out-of-pocket costs incurred by Pro Class as a result of the withdrawal. VAT will be added to the total cost.

8.2 Admin Fee for Non-Start: If all parties have accepted the offer but the Client subsequently decides not to allow the Candidate to start work for any reason, the Client will incur an administration fee. This fee will also cover the costs associated with the recruitment process and will be communicated in writing by Pro Class. Again, VAT will be added to the total cost.

9. REBATES AND REPLACEMENTS

If a Candidate leaves or their Engagement ends within 6 weeks:

9.1 A replacement may be offered at no additional charge only if full payment was made within 14 calendar days of invoice, as outlined in Clause 6.5

9.2 Rebate will be issue only if fully payment was made within 14 calendar days of invoice, as outlined in Clause 6.5 If this is not met, no rebate will be paid.

9.3 No rebates will be granted where the engagement ends due to the client side factors e.g (but not limit too): 

• Redundancy

• Budget cuts

• Restructuring

• Not giving candidate training for the role (if agreed)

9.4 The termination must not be due to redundancy, reorganization, injury, ill health, or any unlawful discrimination under the Equality Act 2010, including discrimination based on age, disability, gender reassignment, marital status, pregnancy, race, religion, sex, or sexual orientation.

9.5 The termination must not result from automatic unfair dismissal as defined by the Employment Rights Act 1996, such as dismissals related to pregnancy, health and safety, or making a protected disclosure.

9.6 The termination must not occur because the Client intended to terminate the Candidate's services unfairly or with the intent to obtain a Rebate or replacement.

9.7 The Client must provide written notice of termination to Pro Class within 3 days of the Engagement ending

9.8 The Candidate must not have been engaged by a Third Party

9.9 If Pro Class has issued a Rebate and the Client (or any Third Party) re-engages the same Candidate within 12 months of the original Engagement's termination, the Client must repay the full original placement fee. The Client will not be entitled to any Rebate for this re-engagement if it is later terminated.

9.10 Clients must respond to any CV’s sent to them for the search of the replacement Candidate in a reasonable timeframe. If Client fail to give feedback to Pro Class on the CV’s sent to them, then the replacement Candidate offer will be withdraw along with the rebate, should there be one. Excessive delays may result in disengagement and an administration fee.

9.11 Any rebate, or replacement is at Pro Class’s discretion. 

9.12 If all conditions are met, Pro Class will issue a Rebate calculated as outlined in Clause 10 or a replacement.

10. REBATES CALCULATION

10.1 Rebate Calculation: The Rebate will be calculated based on the last day of employment of the candidate. The Client must provide a notice period of termination to the candidate. Any rebates will be calculated as follows: 

6 weeks 10%

5 Weeks 20%

4 weeks 30%

3 weeks 40%

2 weeks 50%

1 weeks 80%

All Rebate will include an Administration Fee.

11. DATA HANDLING, RETENTION, AND COMPLIANCE

11.1 Both parties must comply with data protection laws and securely handle Candidate information. Personal data will be retained only as necessary for recruitment or as legally required and will be securely destroyed afterward.

11.2 Pro Class adheres to relevant UK laws, including GDPR and the Data Protection Act 2018. Candidate information cannot be shared without written consent; violations incur a 30% penalty fee.

12. CANDIDATE ENGAGEMENT RESTRICTION AND NON-CIRCUMVENTION

12.1 Clients may not engage Pro Class employees or Candidates for 12 months after introduction without written consent. Breach incurs a fee of 30% of the Candidate’s expected annual salary. 

12.2 Clients cannot introduce Candidates to third parties without consent; violations also incur a 30% fee of the Candidate’s first-year salary.

13. LIABILITY, INDEMNITY, AND DISPUTE RESOLUTION

13.1 Pro Class's liability is limited to fees paid and excludes indirect or consequential losses. The Client indemnifies Pro Class against claims from breaches of these Terms or Candidate actions. 

13.2 Disputes will be resolved through negotiation, mediation, and if unresolved, through the courts of England and Wales.

14. DISCRETIONARY REMEDIES, AMENDMENTS AND ENTIRE AGREEMENT

14.1 Any remedies, such as discounts or replacements, are at Pro Class’s discretion unless confirmed in writing. 

14.2 Only Pro Class can amend these Terms in writing.

14.3 This Agreement represents the complete understanding between the Client and Pro Class.

15. INTRODUCTION VALIDITY, EXCLUSIVITY, AND RE-HIRES

15.1 Introductions are valid for 12 months, incurring full fee liability for any Engagement during this time. Clients will not engage other agencies for specified roles; breaches incur a pre-agreed penalty. If a Candidate is re-engaged within 12 months of leaving, the full original fee will apply.

16. TERMINATION FOR NON-PAYMENT AND EMAIL CONFIRMATION OVERRIDE

16.1 Pro Class reserves the right to terminate this Agreement immediately if payment terms are not met (set out in clause 6, 7 and 8). Any third-party costs and expenses (including legal fees) incurred by Pro Class in recovering overdue amounts will be charged to the Client, as stated in clause 7.3 

16.2 Only written changes confirmed by Pro Class are valid; verbal or informal variations are not binding.

If you have any questions or require further clarification regarding our Terms and Conditions of Business, please don't hesitate to reach out to us:

•  Email: info@proclassrecruitment.com 
•  Phone: 07385 924001