Website Notice

Recruitment Agencies

Peter Hodgson & Co. Ltd works with selected recruitment agencies where appropriate.

Before submitting any Candidate Information, recruitment agencies must read these Recruitment Agency Terms of Business.

By submitting a Candidate to Peter Hodgson & Co. Ltd, the Agency confirms that:

• it has read and accepted these Terms;
• it has authority to represent the Candidate;
• the Candidate has authorised the introduction;
• it agrees that these Terms govern the recruitment relationship;
• it accepts that its own standard terms of business shall not apply unless expressly agreed in writing by a Director before the Candidate is introduced.

Peter Hodgson & Co. Ltd does not accept unsolicited CVs or speculative Candidate Introductions.

No Recruitment Fee shall become payable unless all of the conditions contained within these Terms have been satisfied, including prior agreement of the Recruitment Fee and the Candidate's successful completion of three continuous calendar months of Employment.

Any Candidate Information submitted contrary to these Terms shall be treated as unsolicited and shall not give rise to any entitlement to payment.

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RECRUITMENT AGENCY TERMS OF BUSINESS

Peter Hodgson & Co. Ltd

Effective Date: 1 April 2026

1. Introduction

1.1 Purpose

These Recruitment Agency Terms of Business ("Terms") govern every introduction of a candidate by any recruitment agency, employment business, executive search firm, recruitment consultant or other recruitment service provider ("Agency") to Peter Hodgson & Co. Ltd ("Company").

These Terms are intended to establish a clear, transparent and commercially reasonable framework governing all recruitment services supplied to the Company, including but not limited to:

• candidate introductions;
• recruitment assignments;
• recruitment fees;
• invoicing and payment;
• candidate eligibility;
• confidentiality;
• data protection;
• legal compliance; and
• the respective rights and obligations of the Company and the Agency.

These Terms are published on the Company's website to ensure that Agencies have a reasonable opportunity to review them before introducing Candidates.

1.2 Exclusive Terms

Unless otherwise agreed in writing by a Director of the Company before a Candidate is introduced, these Terms shall apply exclusively to every recruitment service provided to the Company.

The Company expressly rejects any alternative terms proposed by an Agency, including terms contained in:

• standard terms of business;
• engagement letters;
• invoices;
• quotations;
• purchase orders;
• email footers;
• websites;
• online portals;
• candidate submissions; or
• any other communication.

No act by the Company, including acknowledging receipt of a CV, reviewing candidate information, arranging interviews, corresponding with an Agency or employing a Candidate, shall constitute acceptance of any Agency terms.

1.3 Website Publication

These Terms are published on the Company's website for the purpose of governing all recruitment introductions made to the Company.

Every Agency is responsible for ensuring that it has reviewed these Terms before introducing any Candidate.

Where an Agency introduces a Candidate after these Terms have been made publicly available, the Agency shall be deemed to have accepted these Terms in full.

1.4 Entire Recruitment Relationship

These Terms govern every recruitment assignment unless the Company expressly agrees otherwise in writing.

Nothing contained in correspondence, negotiations or previous dealings shall amend these Terms unless agreed in writing by a Director.

2. Definitions

For the purposes of these Terms:

Agency

means any recruitment agency, employment business, executive search firm, recruitment consultant or other organisation introducing Candidates to the Company.

Business Day

means any day other than a Saturday, Sunday or public holiday in England.

Candidate

means any individual introduced or proposed by an Agency for any form of engagement with the Company.

Candidate Information

includes any information capable of identifying a Candidate including:

• CV;
• résumé;
• LinkedIn profile;
• employment history;
• contact details;
• professional profile;
• interview notes;
• references;
• portfolio;
• photograph;
• salary expectations;
• verbal identification;
• or any other identifying information.

Candidate Introduction

means the first occasion on which an Agency provides sufficient information enabling the Company to identify a Candidate.

A Candidate Introduction may occur by any means including:

• email;
• online portal;
• recruitment software;
• telephone;
• LinkedIn;
• messaging applications;
• face-to-face meetings;
• video meetings;
• or any other method.

Company

means Peter Hodgson & Co. Ltd together with any subsidiary undertaking, associated company or successor business.

Director

means a director of Peter Hodgson & Co. Ltd or another individual expressly authorised in writing by a Director for the relevant purpose.

Employment

means any arrangement under which a Candidate provides services to the Company including:

• permanent employment;
• fixed-term employment;
• consultancy;
• contractor engagement;
• temporary employment;
• agency worker engagement;
• self-employment;
• engagement through a personal service company;
• engagement through another business;
• apprenticeship;
• or any other arrangement under which services are provided.

Fee

means the recruitment fee expressly agreed in writing between the Company and the Agency.

Introduction Date

means the date upon which the Candidate Introduction first occurs.

Recruitment Assignment

means a recruitment requirement specifically authorised by the Company.

3. Acceptance of these Terms

3.1 Acceptance

An Agency shall be deemed to have accepted these Terms where it:

• submits Candidate Information;
• introduces a Candidate;
• discusses recruitment services;
• requests to work with the Company;
• arranges interviews;
• participates in recruitment discussions;
• or otherwise seeks to provide recruitment services.

3.2 No Acceptance of Agency Terms

The Company shall not be bound by any Agency terms unless a Director expressly accepts those terms in writing before the relevant Candidate Introduction.

In particular, none of the following shall constitute acceptance of Agency terms:

• opening an email;
• downloading or viewing a CV;
• acknowledging receipt of Candidate Information;
• corresponding with the Agency;
• interviewing a Candidate;
• making an offer of employment;
• employing a Candidate;
• paying any invoice;
• previous dealings between the parties.

3.3 Priority of Documents

Where any inconsistency exists between documents, the following order of precedence shall apply:

1. a written agreement signed by a Director;

2. these Terms;

3. any other communication.

Agency terms shall not apply unless expressly incorporated under paragraph (1).

4. Authority to Engage Recruitment Agencies

Only a Director (or another individual expressly authorised in writing by a Director) may:

• appoint an Agency;
• authorise a Recruitment Assignment;
• agree recruitment fees;
• vary these Terms;
• approve exceptions to these Terms;
• settle recruitment fee disputes.

No employee, manager, consultant or representative has authority to bind the Company unless specifically authorised.

An Agency acts entirely at its own risk if it relies upon instructions from any individual lacking such authority.

5. Recruitment Assignments

The Company may engage one or more Agencies in relation to any Recruitment Assignment.

Nothing in these Terms shall create:

• exclusivity;
• preferred supplier status;
• minimum levels of work;
• continuing instructions;
• or any obligation upon the Company to engage an Agency.

The Company reserves the right to recruit through any lawful means including:

• direct advertising;
• employee referrals;
• LinkedIn;
• online recruitment platforms;
• professional networks;
• universities;
• apprenticeships;
• internal recruitment;
• or any other source.

The Company may withdraw or suspend any Recruitment Assignment at any time without liability.

6. Candidate Introductions

Candidate Information shall only be submitted following an authorised Recruitment Assignment.

Every Candidate submission must include, where reasonably available:

• Candidate name;
• CV;
• current position;
• relevant experience;
• salary expectations;
• notice period;
• location;
• right-to-work status;
• and any restrictions affecting the Candidate's availability.

The Agency warrants that it has obtained all necessary authority from the Candidate before making the introduction.

The Agency further warrants that Candidate Information has been collected lawfully and may lawfully be disclosed to the Company.

7. Unsolicited Candidate Introductions

The Company does not accept speculative or unsolicited Candidate Introductions.

Where an Agency submits Candidate Information without first receiving an authorised Recruitment Assignment:

• no contract shall arise;
• no Recruitment Fee shall become payable;
• no entitlement to claim a Recruitment Fee shall arise;
• the Company shall be free to recruit the Candidate through any other source;
• the Company may retain the Candidate Information for legitimate recruitment purposes in accordance with applicable data protection legislation.

The submission of an unsolicited CV is entirely at the Agency's own commercial risk.

For the avoidance of doubt, merely sending Candidate Information to the Company shall not create any contractual relationship or any entitlement to payment.

8. Duplicate Introductions and Existing Candidates

8.1 Effective Introduction

A Recruitment Fee shall only be payable where the Agency has made the effective introduction of the Candidate.

For the purposes of these Terms, an effective introduction means that the Agency's introduction was the primary and effective cause of the Company's decision to engage the Candidate.

The burden of proving an effective introduction shall rest with the Agency.

8.2 Existing Candidates

No Recruitment Fee shall be payable where, before the Introduction Date, the Candidate was already known to the Company.

A Candidate shall be regarded as already known where, prior to the Agency's introduction, the Company had, whether directly or indirectly:

• received an application from the Candidate;
• held the Candidate's details within its recruitment records;
• retained the Candidate's details in an applicant tracking system;
• previously interviewed the Candidate;
• corresponded with the Candidate;
• identified the Candidate through LinkedIn or another professional networking platform;
• identified the Candidate through online recruitment websites;
• identified the Candidate through social media;
• received the Candidate's details from another Agency;
• received the Candidate through an employee referral;
• been introduced by a client, supplier, business contact or other third party;
• previously employed or engaged the Candidate;
• or otherwise become aware of the Candidate as a potential recruit.

The Company shall determine, acting reasonably and in good faith, whether a Candidate was already known, based upon contemporaneous records including emails, CRM records, recruitment software, interview notes, correspondence or other documentary evidence.

8.3 Duplicate Introductions

Where more than one Agency introduces the same Candidate, the Company shall only be liable to pay one Recruitment Fee.

The Company shall determine, acting reasonably and in good faith, which Agency made the effective introduction.

In making that determination the Company may consider:

• the chronology of introductions;
• whether the Candidate had already expressed an interest in the role;
• previous dealings with the Candidate;
• whether the Agency materially influenced the Company's decision to engage the Candidate;
• whether the Agency merely duplicated information already known to the Company.

The mere fact that an Agency introduced a Candidate first shall not, of itself, entitle that Agency to a Recruitment Fee.

8.4 Disputes

If the Agency disputes the Company's conclusion that a Candidate was already known or that another Agency made the effective introduction, the Agency must notify the Company in writing within ten (10) Business Days of being informed.

Failure to do so shall constitute acceptance of the Company's determination unless the Company agrees otherwise in writing.

9. Candidate Introduction Period

A valid Candidate Introduction shall remain effective for a period of six (6) months from the Introduction Date.

If the Candidate is engaged after the expiry of that six-month period, no Recruitment Fee shall be payable unless otherwise agreed in writing by a Director before the engagement takes place.

The introduction period shall not be extended merely because:

• interviews took place;
• discussions continued;
• the Candidate remained in contact with the Company;
• negotiations continued;
• the Agency maintained contact with the Candidate.

Any extension must be agreed expressly in writing by a Director.

10. Recruitment Fees

10.1 When a Fee becomes payable

An Agency shall only become entitled to a Recruitment Fee where all of the following conditions have been satisfied:

a. the Recruitment Assignment was authorised by the Company;

b. the Candidate was validly introduced under these Terms;

c. the Candidate was not already known to the Company;

d. the Agency's introduction was the effective cause of the engagement;

e. the Recruitment Fee was agreed in writing before the earlier of:

• the Candidate's introduction; or
• the Candidate's first interview;

f. the Candidate commences Employment; and

g. the Candidate completes the qualifying period specified in Clause 12.

Failure to satisfy any one of these conditions shall mean that no Recruitment Fee becomes payable.

10.2 No implied entitlement

A Recruitment Fee shall not become payable merely because:

• a CV was submitted;
• Candidate Information was provided;
• interviews took place;
• an offer was made;
• an offer was accepted;
• an employment contract was signed;
• a Candidate commenced employment.

The Fee accrues only in accordance with these Terms.

10.3 No agreed Fee

If no Recruitment Fee has been agreed in writing before the Candidate's introduction or first interview (whichever occurs first), the Company shall have no obligation to pay any Recruitment Fee.

11. Calculation of Recruitment Fees

Unless otherwise agreed in writing by a Director, any Recruitment Fee shall be calculated solely by reference to the Candidate's guaranteed first-year basic salary.

The following shall not be included unless expressly agreed:

• bonuses;
• commission;
• overtime;
• allowances;
• pension contributions;
• share options;
• equity awards;
• benefits in kind;
• car allowance;
• health insurance;
• life assurance;
• relocation payments;
• signing bonuses;
• retention bonuses;
• discretionary payments;
• expenses.

The Company shall determine the Candidate's remuneration package acting reasonably and in good faith.

The Agency shall not rely upon discussions with the Candidate regarding salary expectations as evidence of agreed remuneration.

12. Three-Month Qualifying Period

The parties expressly agree that the Recruitment Fee:

• does not accrue;
• is not earned;
• does not become payable; and
• may not be invoiced,

until the Candidate has completed three (3) continuous calendar months of Employment with the Company.

This provision defines when the Recruitment Fee becomes due and payable and is not intended to operate as a refund provision.

The qualifying period begins on the Candidate's first day of Employment.

12.2 Candidate leaves before three months

Where the Candidate's Employment ends before completing three continuous calendar months for any reason whatsoever, including:

• resignation;
• dismissal;
• probation failure;
• redundancy;
• misconduct;
• capability;
• mutual agreement;
• failure to commence employment;
• withdrawal of acceptance;
• abandonment of employment;
• death;
• long-term incapacity;

no Recruitment Fee shall become payable.

12.3 Early invoices

Any invoice issued before the Recruitment Fee has accrued shall be invalid.

The Company may reject such invoice without affecting any other rights under these Terms.

13. Replacement Candidates

Where a Candidate leaves after the qualifying period but within any replacement guarantee expressly agreed in writing, the Company may, at its sole discretion:

• request a suitable replacement Candidate;
• request a partial refund;
• negotiate another commercial solution.

Unless otherwise agreed in writing, no replacement guarantee contained within the Agency's own standard terms shall apply.

The Company shall not be obliged to accept any replacement Candidate proposed by the Agency.

14. Invoices

No invoice shall be valid unless:

• the Recruitment Fee has accrued;
• all conditions under these Terms have been satisfied;
• the invoice accurately reflects the agreed commercial terms.

Invoices shall include:

• Agency legal name;
• registered office;
• company registration number;
• VAT registration number (where applicable);
• Candidate's name;
• position recruited;
• agreed Recruitment Fee;
• calculation of the Recruitment Fee;
• Candidate's employment commencement date;
• date on which the qualifying period completed;
• purchase order number (where applicable).

The Company reserves the right to reject any invoice that:

• is inaccurate;
• is incomplete;
• relates to a disputed introduction;
• has been submitted prematurely;
• does not comply with these Terms.

Receipt or processing of an invoice shall not constitute acceptance of liability.

15. Payment Terms

Subject to receipt of a valid invoice, the Company shall pay undisputed Recruitment Fees within thirty (30) days.

The payment period shall commence only once:

• the Recruitment Fee has accrued;
• a valid invoice has been received;
• all supporting information reasonably requested by the Company has been provided.

Where any part of an invoice is genuinely disputed, the Company may withhold payment of the disputed amount pending resolution of the dispute.

The Company may pay any undisputed balance without prejudicing its rights regarding the disputed element.

16. VAT

VAT shall only be payable where the Agency is legally entitled to charge VAT and supplies a valid VAT invoice complying with applicable legislation.

The Company shall not be liable for any tax, interest, penalties or other liabilities arising from the Agency's failure to comply with its own taxation obligations.

17. Set-Off

The Company may, at any time, set off against any amount payable to the Agency any amount owed by the Agency to the Company, including amounts arising from:

• overpayments;
• indemnity claims;
• damages;
• disputed Recruitment Fees;
• contractual breaches;
• court judgments;
• settlement agreements.

Exercise of this right shall not constitute a breach of these Terms.

18. Agency Standards and Professional Obligations

The Agency shall perform all recruitment services:

• with reasonable skill, care and diligence;
• in accordance with good industry practice;
• honestly, fairly and professionally;
• in good faith;
• in accordance with these Terms; and
• in compliance with all applicable laws and regulatory requirements.

The Agency acknowledges that the Company relies upon the Agency's expertise when identifying, assessing and recommending Candidates.

The Agency shall ensure that its employees, consultants and subcontractors possess the appropriate knowledge, experience and competence necessary to provide recruitment services of a professional standard.

19. Compliance with Recruitment Legislation

The Agency warrants that it complies with all legislation applicable to recruitment services in the United Kingdom, including (without limitation):

• the Employment Agencies Act 1973;
• the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended);
• the Employment Rights Act 1996;
• the Equality Act 2010;
• the Immigration, Asylum and Nationality Act 2006;
• the Modern Slavery Act 2015;
• the Bribery Act 2010;
• the Data Protection Act 2018;
• the UK General Data Protection Regulation (UK GDPR);
• and all applicable statutory instruments, guidance and codes of practice.

The Agency shall promptly notify the Company if it becomes aware of any investigation, enforcement action, regulatory sanction or legal proceedings which may materially affect its ability to provide recruitment services.

20. Candidate Verification

Before introducing a Candidate, the Agency shall take reasonable steps to verify:

• the Candidate's identity;
• employment history;
• qualifications;
• professional memberships;
• licences and certifications;
• skills and experience;
• current employment status;
• salary expectations;
• notice period;
• availability;
• references where reasonably obtainable.

The Agency warrants that all Candidate Information supplied to the Company is, to the best of its knowledge after reasonable enquiries:

• accurate;
• complete;
• current;
• not misleading; and
• capable of being substantiated upon reasonable request.

If the Agency becomes aware that any Candidate Information is inaccurate or materially incomplete, it shall notify the Company without undue delay.

21. Candidate Authority and Consent

Before introducing a Candidate, the Agency warrants that it has obtained the Candidate's express authority:

• to represent the Candidate;
• to submit the Candidate for the relevant Recruitment Assignment;
• to disclose the Candidate's personal information to the Company;
• to discuss employment opportunities with the Company on the Candidate's behalf.

The Agency shall maintain appropriate records demonstrating such authority and shall provide reasonable evidence upon request.

The Agency shall not knowingly submit any Candidate who:

• has not authorised the introduction;
• has withdrawn consent;
• is unaware that their information has been shared;
• has requested that their details not be disclosed to the Company.

22. Right to Work and Immigration Compliance

The Agency shall take reasonable steps to verify that each Candidate has the legal right to work in the United Kingdom before making an introduction.

Where requested by the Company, the Agency shall provide reasonable evidence supporting its verification.

The Agency shall immediately notify the Company if it becomes aware that:

• a Candidate does not possess a valid right to work;
• sponsorship is required;
• immigration permission has expired;
• immigration documentation appears fraudulent or inaccurate.

Nothing in these Terms removes the Company's own obligation to conduct statutory right-to-work checks before employment commences.

23. Professional Qualifications and Regulatory Status

Where a Recruitment Assignment requires professional qualifications, licences, registrations or memberships, the Agency shall take reasonable steps to verify that such requirements are satisfied.

This includes, where applicable:

• ACCA;
• ICAEW;
• CIMA;
• ACA;
• CTA;
• Solicitors Regulation Authority;
• Financial Conduct Authority;
• DBS requirements;
• security clearances;
• practising certificates;
• and any other regulatory approvals relevant to the role.

If verification cannot reasonably be completed before introduction, the Agency shall inform the Company accordingly.

24. Artificial Intelligence and Candidate Information

The Agency acknowledges that artificial intelligence technologies are increasingly used during recruitment.

Accordingly, the Agency warrants that it has taken reasonable steps to ensure that Candidate Information has not been materially fabricated, altered or misrepresented through the use of artificial intelligence or automated content generation tools.

Where artificial intelligence has been used to prepare a Candidate's CV, application materials or supporting documentation, the Agency shall take reasonable steps to verify the factual accuracy of the information before introducing the Candidate.

The Agency shall promptly notify the Company if it subsequently becomes aware that Candidate Information materially relied upon was inaccurate or misleading.

25. References and Background Checks

The Company may request references, employment verification, educational verification, professional membership confirmation, criminal record checks or other background screening before or after making an offer of Employment.

The Agency shall provide reasonable assistance with such checks.

The Agency does not warrant a Candidate's future performance but warrants that it has exercised reasonable care in verifying the information supplied.

26. Data Protection

Each party shall comply with all applicable data protection legislation, including:

• the UK General Data Protection Regulation;
• the Data Protection Act 2018;
• applicable guidance issued by the Information Commissioner's Office.

The Agency warrants that:

• Candidate Information has been collected lawfully;
• an appropriate lawful basis exists for processing the information;
• all required privacy information has been provided to the Candidate;
• disclosure of Candidate Information to the Company is lawful.

The Agency shall only disclose personal information reasonably necessary for the relevant Recruitment Assignment.

Both parties shall implement appropriate technical and organisational measures to protect personal information against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or unauthorised access in accordance with Article 32 UK GDPR.

27. Personal Data Breaches

The Agency shall notify the Company without undue delay after becoming aware of any personal data breach affecting Candidate Information supplied to the Company.

The notification shall include, where reasonably available:

• the nature of the breach;
• categories of personal data affected;
• likely consequences;
• measures taken to mitigate the breach.

The Agency shall cooperate fully with the Company in responding to any regulatory investigation or data subject request relating to such breach.

28. Confidentiality

The Agency shall keep confidential all Confidential Information belonging to the Company.

Confidential Information includes, without limitation:

• recruitment plans;
• salary information;
• organisational structures;
• commercial information;
• financial information;
• client information;
• employee information;
• internal procedures;
• business strategies;
• technology;
• software;
• intellectual property.

The Agency shall use Confidential Information solely for the purposes of providing recruitment services to the Company.

Confidential Information shall not be disclosed except:

• with the Company's prior written consent;
• where required by law;
• where required by a court or regulatory authority.

These obligations shall survive termination of these Terms for a period of six (6) years.

29. Intellectual Property

Nothing contained in these Terms transfers ownership of any intellectual property belonging to either party.

The Agency grants the Company a non-exclusive, royalty-free licence to retain and use Candidate Information solely for legitimate recruitment and employment purposes.

The Agency shall not reproduce, publish or use the Company's trademarks, branding or marketing material without prior written consent.

30. Cyber Security

The Agency shall maintain appropriate technical and organisational security measures designed to protect systems and information used in connection with recruitment services.

Such measures shall include, where appropriate:

• multi-factor authentication;
• endpoint protection;
• secure storage of Candidate Information;
• access controls;
• malware protection;
• encryption of sensitive information during transmission where reasonably practicable.

Where the Agency becomes aware of any cyber incident likely to affect the Company or Candidate Information, it shall notify the Company promptly.

31. Equality, Diversity and Inclusion

The Agency shall comply with the Equality Act 2010.

The Agency shall not unlawfully discriminate against any individual on the grounds of any protected characteristic.

Candidate recommendations shall be based solely upon:

• skills;
• qualifications;
• experience;
• competence;
• suitability for the role;
• legitimate business requirements.

The Agency shall not encourage the Company to engage in any discriminatory recruitment practice.

32. Modern Slavery and Ethical Recruitment

The Agency warrants that it complies with:

• the Modern Slavery Act 2015;
• all applicable anti-trafficking legislation;
• recognised principles of ethical recruitment.

The Agency shall not:

• charge unlawful recruitment fees to Candidates;
• participate in forced labour;
• knowingly facilitate exploitation;
• retain identity documents unlawfully;
• engage in deceptive recruitment practices.

The Company may terminate its relationship with the Agency immediately where it reasonably believes that this clause has been materially breached.

33. Anti-Bribery, Tax Evasion and Sanctions Compliance

The Agency shall comply with:

• the Bribery Act 2010;
• the Criminal Finances Act 2017;
• all applicable UK sanctions legislation;
• all applicable anti-money laundering legislation relevant to its business.

The Agency shall not:

• offer or accept bribes;
• provide improper financial or other inducements;
• facilitate tax evasion;
• knowingly engage with sanctioned persons or organisations where prohibited by law.

The Agency shall maintain policies and procedures reasonably designed to prevent bribery and the criminal facilitation of tax evasion.

34. Insurance

Throughout the provision of recruitment services, the Agency shall maintain appropriate insurance with reputable insurers, including where applicable:

• Professional Indemnity Insurance with a minimum indemnity limit of £1,000,000 for any one claim;
• Public Liability Insurance with a minimum indemnity limit of £5,000,000;
• Employers' Liability Insurance as required by law;
• Cyber Liability Insurance with a minimum indemnity limit of £500,000, where the Agency processes Candidate Information electronically.

The Agency shall provide reasonable evidence of such insurance upon request.

Failure to maintain appropriate insurance may constitute a material breach of these Terms.

35. Agency Indemnity

The Agency shall indemnify and keep indemnified the Company, its directors, officers, employees and representatives against all losses, liabilities, damages, claims, costs and expenses (including reasonable legal and professional costs) arising directly from:

a. any breach of these Terms by the Agency;

b. any breach of applicable law or regulation;

c. any negligent, fraudulent or dishonest act or omission by the Agency or its personnel;

d. inaccurate, incomplete or misleading Candidate Information supplied by the Agency where the Agency has failed to exercise reasonable skill and care;

e. any failure to obtain the Candidate's authority or lawful consent to the disclosure of Candidate Information;

f. any breach of data protection legislation attributable to the Agency;

g. any failure to comply with applicable right-to-work or immigration requirements attributable to the Agency;

h. any claim brought against the Company by a Candidate arising from the Agency's actions or omissions;

i. any breach of confidentiality by the Agency.

This indemnity shall survive termination of these Terms.

36. Limitation of the Company's Liability

Nothing in these Terms shall exclude or limit liability which cannot lawfully be excluded or limited under the laws of England and Wales, including liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• any other liability that cannot legally be excluded.

Subject to the above, the Company's aggregate liability arising out of or in connection with these Terms shall not exceed the total Recruitment Fee actually paid to the Agency in respect of the relevant Candidate.

To the fullest extent permitted by law, the Company shall not be liable for:

• loss of profit;
• loss of business;
• loss of revenue;
• loss of anticipated savings;
• loss of opportunity;
• loss of goodwill;
• indirect loss;
• consequential loss.

The Company shall not be liable for any decision not to employ, retain, promote or continue employing any Candidate.

37. Agency Liability

Nothing in these Terms shall limit the Agency's liability for:

• fraud or fraudulent misrepresentation;
• wilful misconduct;
• breach of confidentiality;
• breach of data protection legislation;
• infringement of intellectual property rights;
• liabilities covered by the indemnity in Clause 35;
• any liability that cannot legally be limited.

38. Audit and Verification Rights

The Company may request reasonable documentary evidence supporting any Recruitment Fee claim, including evidence relating to:

• Candidate authority;
• Candidate consent;
• date of introduction;
• effective introduction;
• fee calculation;
• right-to-work verification;
• qualifications;
• professional registrations;
• compliance with applicable legislation.

The Agency shall provide such information within ten (10) Business Days of a reasonable request.

Failure to provide reasonably requested information may result in the Company withholding payment until the matter has been satisfactorily resolved.

39. Suspension

The Company may immediately suspend an Agency from participating in Recruitment Assignments where it reasonably believes that:

• these Terms have been materially breached;
• inaccurate or misleading Candidate Information has been supplied;
• fraudulent or improper invoices have been submitted;
• the Agency has acted unprofessionally;
• there are material legal or regulatory concerns;
• continuing the relationship could expose the Company to legal, financial or reputational risk.

Suspension shall not affect any accrued rights or obligations.

40. Termination

Either party may terminate the recruitment relationship by giving written notice at any time.

The Company may terminate immediately where the Agency:

• commits a material breach of these Terms;
• repeatedly submits unsuitable Candidates;
• repeatedly submits speculative Candidate Introductions;
• submits invoices without contractual entitlement;
• breaches confidentiality;
• breaches applicable legislation;
• becomes insolvent;
• ceases trading;
• damages or is reasonably likely to damage the Company's reputation.

Termination shall not affect:

• accrued rights;
• accrued liabilities;
• confidentiality obligations;
• indemnities;
• payment obligations properly due;
• provisions intended to survive termination.

41. Consequences of Termination

Following termination the Agency shall:

• immediately cease representing itself as acting for the Company;
• cease using the Company's confidential information;
• return or securely destroy confidential information upon reasonable request, unless retention is required by law;
• cease using the Company's name, logo or branding.

Termination shall not create any entitlement to future Recruitment Fees unless all conditions giving rise to payment had already been satisfied before termination.

42. Dispute Resolution

The parties shall seek to resolve disputes promptly and in good faith through negotiation.

A party commencing a dispute shall provide written notice including:

• the nature of the dispute;
• relevant facts;
• supporting documents;
• the remedy sought.

Senior representatives of both parties shall meet (in person or remotely) within twenty (20) Business Days where reasonably practicable to attempt resolution.

Nothing in this clause prevents either party from seeking urgent interim or injunctive relief through the courts.

43. Notices

Any notice under these Terms shall be in writing.

Notices may be served by:

• email;
• recognised courier;
• recorded delivery post.

A notice shall be deemed received:

• immediately upon successful email transmission where no delivery failure is received;
• two (2) Business Days after posting by recorded delivery;
• upon delivery where sent by courier.

The Company may update its contact details on its website without requiring a formal variation of these Terms.

44. Assignment

The Agency may not assign, transfer, subcontract or otherwise dispose of any rights or obligations under these Terms without the Company's prior written consent.

The Company may assign or transfer these Terms to:

• a group company;
• a successor business;
• a purchaser of all or substantially all of its business;
• any entity resulting from a merger or corporate reorganisation.

45. Force Majeure

Neither party shall be liable for any delay or failure in performing its obligations where such delay results from events beyond its reasonable control, including:

• acts of God;
• natural disasters;
• war;
• terrorism;
• civil unrest;
• epidemic or pandemic;
• industrial action (excluding the affected party's own workforce where reasonably avoidable);
• failure of public utilities;
• governmental restrictions.

The affected party shall notify the other party as soon as reasonably practicable.

This clause shall not excuse any obligation to pay sums already properly due.

46. No Waiver

Failure or delay by either party in exercising any right under these Terms shall not constitute a waiver of that right.

Any waiver shall only be effective if made expressly in writing and signed by a Director of the Company.

A waiver of one breach shall not constitute a waiver of any subsequent breach.

47. Severability

If any provision of these Terms is found to be unlawful, invalid or unenforceable:

• that provision shall be deemed modified only to the minimum extent necessary to make it enforceable; and
• the remaining provisions shall remain in full force and effect.

48. Entire Agreement

These Terms constitute the entire agreement between the Company and the Agency concerning recruitment services.

They supersede all previous discussions, negotiations, correspondence, representations and understandings relating to the subject matter.

The Agency acknowledges that it has not relied upon any representation not expressly contained within these Terms.

Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.

49. Variations

The Company may amend these Terms from time to time.

Updated Terms shall apply only to Candidate Introductions made after the revised version has been published on the Company's website.

No amendment proposed by an Agency shall have effect unless agreed in writing by a Director.

50. Third Party Rights

A person who is not a party to these Terms shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms.

This clause does not affect any right or remedy available independently of that Act.

51. Electronic Communications and Electronic Signatures

The parties agree that communications conducted electronically, including emails and electronic signatures, may be relied upon as evidence of agreements made under these Terms where permitted by law.

The Company may publish updated versions of these Terms electronically on its website, and such publication shall constitute notice of future amendments for the purposes of Clause 49.

52. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising under or in connection with these Terms.

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End of Recruitment Agency Terms of Business

Peter Hodgson & Co. Ltd