Template — not yet legally reviewed. Fee percentages, notice periods and liability caps are placeholders marked […]. A commercial solicitor must review and complete this before it governs a real engagement.
1. Scope of service
Staffing Viro LLC (“Staffing Viro”, “we”) provides recruitment intermediary services: we source, screen, technically assess and shortlist candidates on behalf of a client company (“you”).
We do not employ the candidates and we do not make offers of employment. The decision to interview, to offer and to hire is yours alone, as is the resulting employment or contractor relationship. We act as an employment agency within the meaning of the Employment Agencies Act 1973.
2. Engaging us
An engagement begins when you sign a role brief or written engagement letter that identifies the role, the model (per-hire, retained or embedded) and the applicable fee. These terms apply to every engagement unless expressly varied in writing.
3. Your obligations
- Provide accurate information about the role, the team, the compensation band and the interview process
- Give feedback on shortlisted candidates within 5 business days — delays here are the single largest cause of lost candidates
- Tell us promptly if the role is paused, cancelled or filled by another route
- Conduct your own right-to-work checks, referencing and any regulated background screening required for the role
4. Fees
- Per-hire (contingency) —
[…]% of the candidate's gross first-year base salary, invoiced on the candidate's start date. Nothing is payable if no hire is made. - Retained search — a retainer of
[…]payable in three instalments (engagement, shortlist delivery, placement), offset in full against the total fee of[…]% of gross first-year base salary. - Embedded recruiter — a monthly retainer of
[…]with a three-month minimum term. No per-placement fee applies.
“Base salary” excludes bonuses, equity, benefits and employer contributions unless stated otherwise. Fees are exclusive of VAT. For contract placements, fees are charged as an agreed margin on the contractor day rate.
5. Payment terms
Invoices are payable within […] days of the invoice date. Late payments accrue statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998. Fees are not contingent on the candidate remaining in role except as set out in section 6.
6. Replacement guarantee
If a placed candidate leaves or is dismissed for performance reasons within 90 calendar days of their start date, we will run the search again at no additional fee.
The guarantee applies where:
- All invoices for the placement have been paid in full
- You notify us in writing within 14 days of the departure becoming known
- The role has not materially changed from the signed brief
- The departure is not due to redundancy, restructure, a change in the role, or your failure to meet the agreed terms of the offer
The guarantee entitles you to a replacement search, not a cash refund, and may be exercised once per placement.
7. Candidate introductions
An introduction is the first occasion on which we send you a candidate's details. If you engage a candidate we introduced — in any role, directly or through another agency — within […] months of the introduction, the applicable fee is payable.
No fee is payable if you can show in writing that you were already in an active hiring process with that candidate before our introduction. Tell us as soon as you spot a duplicate and we will withdraw the candidate.
8. Non-solicitation
For the duration of an engagement and for 12 months afterwards, we will not approach any engineer we have placed with you, nor any member of your engineering team, in relation to a role at another company. This restriction is on us, not on you.
9. Confidentiality
Each party will keep the other's confidential information confidential and use it only for the engagement. This includes your unannounced products, compensation data and hiring plans, and our assessment rubrics, candidate data and fee arrangements. It does not apply to information that is public through no fault of the receiving party, or that must be disclosed by law.
We will not name you as a client, publish a case study, or use your logo without your prior written consent.
10. Data protection
Each party acts as an independent data controller for the personal data it holds and will comply with applicable data protection law. Our handling of personal data is described in the privacy policy. You agree to process candidate data we share with you only for the purpose of assessing that candidate for the role in question.
11. Limitation of liability
Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited.
Subject to that, our total aggregate liability arising out of an engagement is limited to the fees paid by you for that engagement in the […] months preceding the claim. Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings.
We screen candidates carefully and report our findings honestly, but we do not warrant a candidate's future performance, and the hiring decision remains yours.
12. Termination
Either party may terminate a contingency engagement at any time on written notice. Retained and embedded engagements may be terminated on […] days' written notice; retainer instalments already invoiced remain payable, and any unearned portion is refunded on a pro-rata basis. Fees for candidates already introduced survive termination under section 7.
13. Governing law
These terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction. We may update these terms; the version in force is the one published on the date your engagement letter is signed.
Questions: reach us through the Contact page.