Standard Terms of Business

Parties

Capacity. AIR acts as an employment agency (s.13(2) Employment Agencies Act 1973) when making permanent Introductions under Schedule 1, and as an employment business (s.13(3) Employment Agencies Act 1973) when supplying Temporary Workers under Schedule 2.

Recitals

(A) AIR carries on the business of providing recruitment services, including the permanent introduction of candidates for direct engagement and the supply of professional temporary workers to perform services for clients.

(B) AIR uses AI-assisted tools to source and score candidates. A human reviews the scoring and reads the CVs before any outreach; the human decides who to contact and makes contact. There is no automated rejection and no automated decision-making. (See the Candidate Privacy Notice for the data-protection treatment.)

(C) These Terms apply to all dealings between AIR and the Client unless varied in writing signed by a director of AIR.

Definitions

Key terms are set out below. Schedule 2's regulated definitions (Agency Worker, AWR, Conduct Regulations, Transfer Fee, etc.) are carried into Schedule 2.

The agreement and acceptance

2.1 These Terms are the entire agreement between AIR and the Client for the supply of recruitment services and are deemed accepted by the Client's request for, interview/meeting with, or Engagement of a Candidate or Temporary Worker, or by passing their information to a third party after an Introduction.

2.2 These Terms prevail over any terms or purchase conditions put forward by the Client, unless otherwise agreed in writing by a director of AIR.

2.3 No variation is valid unless agreed in writing and signed by a director of AIR. Client-specific preferred/commercial terms (e.g. a preferred-supplier fee or rebate variation) may be agreed by a Special Terms Schedule that sits on top of these Terms; in conflict, the Special Terms Schedule prevails only on the points it expressly varies.

Client obligations (both permanent and contract)

3.1 The Client must satisfy itself as to the suitability of any Candidate or Temporary Worker. AIR uses reasonable endeavours to verify information but accepts no responsibility for matters outside its knowledge.

3.2 The Client must provide the details required for AIR to comply with its obligations (the role, location, hours, required experience/qualifications/authorisations, known health & safety risks, start date and likely duration).

3.3 The Client must notify AIR within 7 days of any offer of Engagement made to a Candidate/Temporary Worker and immediately on acceptance, with details of the Remuneration.

3.4 The Client must not unlawfully discriminate and must not pass Candidate/Temporary Worker information to any third party without AIR's prior written consent; the Client indemnifies AIR against losses arising from such unauthorised disclosure.

Charges, invoicing and late payment

4.1 VAT is payable on all charges at the applicable rate.

4.2 Invoices are payable within 14 days of the invoice date. The Client has no right of set-off.

4.3 AIR may charge interest on overdue amounts at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998.

4.4 Invoice disputes must be raised in writing within 5 days; the undisputed balance remains payable on time.

Confidentiality

5.1 Each party keeps the other's confidential information confidential. Introductions of Candidates/Temporary Workers are confidential to the Client and may not be disclosed to third parties save as permitted in clause 3.4.

Data protection

6.1 In respect of Candidate/Temporary Worker personal data, AIR is a controller. Where the Client receives that personal data to assess or Engage the individual, the Client is a separate (independent) controller, not a joint controller, unless the parties expressly agree otherwise in writing.

6.2 Each party complies with the Data Protection Laws, applies appropriate technical and organisational measures, and uses Candidate/Temporary Worker data only for the purpose of the relevant Engagement.

6.3 Personal-data-breach cooperation: the affected party notifies the other without undue delay and provides reasonable assistance.

Liability

7.1 AIR does not accept liability for losses arising from the provision of, or failure to provide, a Candidate/Temporary Worker, or from their acts, errors, omissions, negligence or misconduct, except as set out in the relevant Schedule.

7.2 Nothing excludes or limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot lawfully be excluded.

7.3 Subject to clause 7.2, AIR's total aggregate liability to the Client arising out of or in connection with these Terms (whether in contract, tort (including negligence), breach of statutory duty or otherwise) is limited to the total fees paid by the Client to AIR in respect of the Engagement to which the claim relates. Where the claim does not relate to a specific Engagement, AIR's total aggregate liability is limited to the total fees paid by the Client to AIR in the 12 months immediately preceding the date on which the claim arose.

Intellectual property (contract engagements)

8.1 The parties intend that intellectual property created by a Temporary Worker in the course of an Assignment vests in the Client, save for rights expressly retained as set out in the Assignment Details Form. The Client acknowledges that, because a Temporary Worker is engaged on a PAYE or umbrella basis and not through AIR's ownership of any such intellectual property, AIR does not own or warrant title to it. The Client is responsible for putting in place, directly with the Temporary Worker (and, where engaged through an umbrella company, that company), any assignment, waiver of moral rights or licence it requires to secure that intellectual property. AIR will use reasonable endeavours to assist by procuring the Temporary Worker's signature to a reasonable form of assignment provided by the Client, but gives no warranty as to the effectiveness of any such assignment.

Termination

9.1 Either party may terminate on insolvency of the other or where AIR reasonably believes the Client will not pay within terms. Schedule-specific termination rights are set out in each Schedule. Accrued fees survive termination.

Notices

10.1 Notices under these Terms must be in writing and given by hand, by first-class pre-paid post or by email, to the recipient's registered office or last notified address or email address.

10.2 A notice is deemed served: (a) if delivered by hand, on delivery (or, if delivered outside the recipient’s normal business hours, at 9.00 am on the next business day); (b) if sent by first-class post, at 9.00 am on the second business day after posting; and (c) if sent by email, at the time of transmission (or, if sent outside normal business hours, at 9.00 am on the next business day), provided that no automated bounce-back or non-delivery message is received.

Severability

11.1 If any provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid; if such modification is not possible, the relevant provision shall be severed and the remaining provisions shall continue in full force.

Third-party rights

12.1 The Contracts (Rights of Third Parties) Act 1999 is excluded; no person other than AIR and the Client has any right to enforce these Terms.

Governing law and jurisdiction

13.1 These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, are governed by the law of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

AI-assisted services

14.1 AIR uses AI-assisted tools to source and score candidates, with human review before any outreach and no automated decision-making (recital B).

14.2 Where an Engagement involves a Candidate/Temporary Worker located in the EEA, the parties acknowledge that automated CV-screening systems may be high-risk AI systems under Annex III of the EU AI Act, with deployer obligations applying from 2 August 2026 (a Digital Omnibus deferral of those obligations to 2 December 2027 was provisionally agreed on 7 May 2026 but is not yet formally adopted; until that amendment is published in the Official Journal, 2 August 2026 remains the operative date). The parties will cooperate in good faith on transparency and human-oversight information reasonably required to meet those obligations.

Fee

15.1 The Client shall pay AIR a fee, calculated as a percentage of the Candidate's first-year Remuneration as set out in clause 15.2, where the Client Engages (directly or indirectly, on a permanent or fixed-term basis) any Candidate Introduced by AIR within 6 months from the date of the Introduction. Introductions of Candidates are confidential: where the Client discloses to a Third Party any details of a Candidate Introduced by AIR, and that Third Party Engages the Candidate within 6 months from the date of the Introduction, the Client shall pay AIR's fee under clause 15.2, with no entitlement to any rebate or refund to the Client or the Third Party.

15.2 The fee shall be calculated as a percentage of the Candidate's Remuneration applicable during the first 12 months of the Engagement (as set out in the table above). AIR will charge VAT on the fee where applicable.

15.3 Where the amount of the actual Remuneration is not known or disclosed, AIR will charge a fee calculated in accordance with clause 15.2 on the maximum level of remuneration applicable for the position or type of position the Candidate had been originally submitted to the Client for and/or comparable position in the general marketplace.

15.4 Fixed-term Engagements under 12 months: fee applies pro rata; re-engagement or extension within 6 months triggers a balancing fee up to the 12-month equivalent.

15.5 Third-party Engagement: if the Client discloses a Candidate to a third party who Engages them within 6 months, the full fee is due and no rebate applies.

Rebate

Where the Client qualifies for a rebate in accordance with clause 16.2, and the Engagement of the Candidate is terminated by the Client or the Candidate within the time periods specified below, the Client shall be entitled to a rebate of the introduction fee as follows:

16.1 The rebate applies only if all of the following are met: (a) the Client notifies AIR that the Engagement has ended within 7 days of it ending (or of notice being given, if earlier); (b) AIR's fee was paid within the payment terms; (c) the Engagement did not end by reason of redundancy, restructure or change in the Client's strategy; (d) the Candidate did not leave because the role was materially different from what the Client described, or because of discrimination/acts against them; and (e) the Candidate was not employed or engaged by the Client (permanent or contract) in the 12 months before the Engagement started.

16.2 No re-hire rebate / clawback: if the Client re-Engages the same Candidate (directly or indirectly), any rebate already paid is immediately repayable to AIR.

Permanent: liability

17.1 AIR shall not be liable under any circumstances for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Client arising from or in any way connected with AIR seeking a Candidate for the Client or from the Introduction or Engagement of any Candidate by the Client or from the failure of AIR to introduce any Candidate or from the Client’s disclosure to a Third Party of any details regarding a Candidate.

17.2 Notwithstanding clause 17.1 above, nothing in these Terms shall be deemed to exclude or restrict any liability of AIR to the Client for personal injury or death. AIR shall not be liable for failure to perform its obligations under these Terms if such failure results by reason of any cause beyond its reasonable control.

Schedule 2 definitions

In this Schedule 2 the following definitions apply; the definitions in clause 1 also apply:

Conduct Regulations 2003

18.1 The Conduct Regulations apply in full to every Assignment. PAYE and umbrella Temporary Workers cannot opt out of them.

18.2 AIR will, on introduction, confirm the Temporary Worker's identity, suitability, willingness and the Charges, in the manner required by the Conduct Regulations where they apply (Assignment Details Form).

Agency Workers Regulations 2010

19.1 Where a Temporary Worker is an Agency Worker under the AWR, the Client provides the information AIR needs to comply (qualifying-period tracking, Relevant Terms and Conditions of a comparable employee or hypothetical direct hire, appraisal/bonus information), and notifies AIR of any AWR complaint within 7 days.

Charges (contract)

20.1 The Charges for each Assignment are set out in the Assignment Details Form and calculated on the basis set out in clause 20.2 below.

20.2 Contract Charges. Each Assignment is charged as:

Transfer fee (contract-to-permanent)

21.1 The Client pays a Transfer Fee where it (or a third party to whom it introduces the Temporary Worker) Engages a supplied Temporary Worker permanently, or continues to engage them other than through AIR, within the Relevant Period.

21.2 Transfer Fee = 25% of the Temporary Worker's first-year Remuneration (or Charges × 25% if Remuneration unknown). Where the Conduct Regulations apply, the Client may instead opt for an extended hire period of 12 weeks in lieu of the Transfer Fee.

Contract: liability, paying the Temporary Worker, indemnities

22.1 AIR is responsible for paying PAYE/umbrella Temporary Workers and operating PAYE/NICs where applicable.

22.2 The Client is responsible for the Temporary Worker's supervision, direction, health & safety, and adequate employer's/public liability insurance during the Assignment, and indemnifies AIR against losses (including HMRC claims under ITEPA/NICs legislation) arising from the Client's breach.

What the form records