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What has to be in your terms of business with a client

8 minute read · Updated 2026-09-09

This is one of the two documents worth paying a solicitor to draw. What follows is not a draft: it is the list of what must be in it, so that when you pay somebody to write it you know whether you got what you paid for.

The money

  • The fee. A percentage of the first year's remuneration, or a fixed sum. Say which, and define what counts: basic salary only, or salary plus car allowance, bonus and guaranteed overtime. Most disputes about fees are disputes about that definition.
  • When the invoice is raised and when it is due. Fourteen days for a new client, thirty for an established one.
  • Interest and recovery costs on late payment. The Late Payment of Commercial Debts (Interest) Act 1998 gives you these automatically, but they are far easier to enforce when they are written down.

The rebate, for when it goes wrong

Do not promise to "be reasonable". Publish a scale. A common one:

  • Leaves within 4 weeks: 100 per cent
  • Within 8 weeks: 50 per cent
  • Within 12 weeks: 25 per cent
  • After that: nothing

Attach conditions: the invoice must have been paid on time, and the reason for leaving must not be redundancy, a change to the role by the client, or the client's own failure to pay the person what was agreed. Say whether it is a refund or a credit against the next placement. A credit protects your cash flow and most clients accept it without argument.

What counts as an introduction

Define it: a CV sent, a name given, or an interview arranged, whichever comes first. Then say how long an introduction lasts, usually twelve months, and what happens if the client hires that person for a different role, or a company in the same group hires them. Without those two sentences, a client can interview your candidate, wait, and hire them directly.

Temporary to permanent, and regulation 10

This one is law, not preference. Regulation 10 of the Conduct Regulations allows you to charge a transfer fee when a client takes on your temporary worker permanently, but only if your terms also give the client the choice of an extended period of hire instead, at the end of which the worker transfers with no fee at all.

If your terms do not offer that choice, the transfer fee is unenforceable. Agencies lose this argument regularly because they copied terms that never had the clause. There are also time limits on when a fee can be charged at all: broadly, within fourteen weeks of the start of the assignment or eight weeks of its end, whichever ends later.

The candidate's data

Both of you are independent controllers once a CV reaches the client. Neither is the other's processor, and neither can bind the other. Say so, and add:

  • used only for the role the person was introduced for
  • not passed outside the client's organisation, including to group companies and to their own clients
  • deleted within a stated period, three months is normal, if there is no placement
  • the client tells you within 48 hours of any breach involving candidate data you supplied, so that you can meet your own duties

The dull clauses that matter later

  • Liability, capped, and expressly excluding responsibility for the client's own decision to hire.
  • The client's duties: their own right to work check once they employ, site induction, health and safety, and telling you promptly when somebody starts, because that is when your fee becomes due.
  • Governing law: England and Wales.
  • How either side ends the arrangement.

When to send them

Signed before the first CV goes out. Not with the first invoice, and not "when we get a minute". A client holding your candidate with no signed terms has all the leverage there is, and the conversation you will be having is about goodwill rather than contract.

Before you rely on this

This is a guide, not legal advice, and it is free because the law behind it is free. Every source we used is linked in the text so you can read it yourself rather than take our word for it. Where a decision turns on your own circumstances, and two of them below do, pay a solicitor once. It is cheaper than the alternative.

We are a UK job board and we are building a recruitment arm of our own, so we are working through this list ourselves. If you spot something out of date, tell us and we will fix it and say when.