Terms of Business

Flat Fee Recruiter – Terms of Business.

1. Definitions.

In these Terms of Business:

1.1. “Applicant” or “Candidate” means an individual who applies for, is considered for, is approached about or otherwise participates in a recruitment process relating to a Client vacancy.

1.2. “Applicant Communication” means emails, telephone calls, text messages, video calls or other communications with an Applicant or Candidate in connection with a recruitment process.

1.3. “Campaign” means the recruitment advertising or recruitment activity undertaken by FFR for an agreed vacancy and, where relevant, the period during which an Advert will appear on Job Boards.

1.4. “Client” means the person, firm, company, corporate body, subsidiary or associated organisation to which FFR provides the Services.

1.5. “Client Data” means information supplied by or collected on behalf of a Client in connection with the Services.

1.6. “Fees” means the charges payable by the Client as confirmed by FFR in an Order Confirmation, invoice, proposal, email, draft advert or other agreed communication.

1.7. “FFR”, “we”, “us” or “our” means Flat Fee Recruiter of 1 Aire Street, Leeds, LS1 4DT.

1.8. “FFATS” means the Flat Fee Applicant Tracking System owned and operated by or on behalf of FFR.

1.9. “Job Board” means a website, recruitment platform, social media platform or other advertising medium used by FFR to advertise a Client vacancy.

1.10. “Order” or “Order Confirmation” means an instruction or approval from the Client for FFR to provide Services, including approval given verbally, by email, through an order form, through FFR systems or by another agreed method.

1.11. “PPC/PPA” means Pay Per Click or Pay Per Application advertising, where advertising expenditure is incurred according to clicks, applications or similar activity.

1.12. “Services” means any recruitment advertising, managed recruitment support, recruitment process outsourcing, FFATS access, Candidate sourcing, proactive outreach, talent mapping, market intelligence or other recruitment-related service supplied by FFR.

1.13. “Third-Party Platform” means any Job Board, CV database, recruitment platform, research platform, technology provider or other third-party service used in connection with the Services.

1.14. “Vacancy” means a role or employment opportunity described or instructed by the Client.

2. The contract.

2.1. These Terms apply to all Services provided by FFR unless expressly agreed otherwise in writing.

2.2. By placing an Order, approving a Campaign, approving an Advert, instructing FFR to commence work or continuing to use the Services, the Client agrees to these Terms.

2.3. The person placing an Order or giving instructions on behalf of the Client confirms that they are authorised to:

(a) instruct FFR.

(b) bind the Client to these Terms.

2.4. FFR is entitled to rely upon the apparent authority of a person placing an Order on behalf of the Client unless FFR has previously been informed otherwise.

2.5. These Terms, together with the applicable Order Confirmation and any expressly incorporated documents, constitute the agreement between FFR and the Client.

2.6. Unless otherwise agreed in writing by an authorised representative of FFR, these Terms prevail over any purchasing terms or other terms proposed by the Client.

2.7. No variation of the agreement will be effective unless agreed in writing, including by email, by an authorised representative of FFR and an authorised representative of the Client.

2.8. Nothing in this agreement creates a partnership, joint venture, employment relationship or agency relationship between FFR and the Client other than FFR’s regulatory status when carrying out applicable work-finding activities.

2.9. FFR may amend these Terms from time to time. The Terms applicable to an Order will normally be those in force when the Order is placed unless a change is required by law or agreed between the parties.

3. Nature of FFR’s services.

3.1. FFR provides recruitment advertising, recruitment process outsourcing and associated recruitment support services.

3.2. Depending upon the Services purchased, FFR may operate as an employment agency for the purposes of applicable recruitment legislation when undertaking work-finding activities.

3.3. FFR does not operate as an employment business and does not employ or supply temporary workers to Clients.

3.4. FFR’s commercial model is not necessarily based on a placement fee or percentage of Candidate remuneration. Fees are charged for the Services supplied.

3.5. Services may include:

(a) recruitment advertising and Job Board distribution.

(b) access to FFATS.

(d) Candidate screening and initial interviews.

(e) Candidate communications.

(f) interview scheduling and administration.

(g) proactive Candidate sourcing and outreach.

(h) talent mapping.

(i) salary and market benchmarking.

(j) recruitment intelligence and market insight.

(k) other agreed recruitment support.

3.6. The Client purchases only the Services expressly included within its Order.

3.7. Purchasing one Service does not imply that FFR has agreed to perform another Service.

4. Fees, invoicing and payment.

4.1. All Fees will be agreed in advance and may be confirmed by Order Confirmation, invoice, email, proposal, draft Advert or other agreed communication.

4.2. VAT will be charged at the prevailing rate where applicable.

4.3. For recruitment advertising Campaigns, invoices will normally be issued when the Vacancy goes live on the Job Boards.

4.4. Unless otherwise agreed, invoices are payable within 7 days of the invoice date.

4.5. Credit facilities are subject to FFR’s approval. Where the Client does not meet FFR’s credit criteria, FFR may require full payment, including VAT, before commencing any Service, including Advert drafting.

4.6. Where other recruitment support Services are purchased, FFR may invoice:

(a) in advance.

(b) when work commences.

(d) periodically.

(e) on completion.

as specified in the applicable Order.

4.7. FFR reserves the right to pursue all overdue amounts.

4.8. Any invoice remaining unpaid 45 days after the invoice date may result in suspension of the Services until cleared funds are received by FFR.

4.9. FFR reserves the right, where legally permitted, to charge interest on overdue commercial debts and to recover applicable statutory compensation and reasonable debt recovery costs.

4.10. Where FFR elects to apply contractual interest rather than statutory interest, interest may be charged at 4% per annum above the Bank of England base rate from the due date until payment.

4.11. The Client may not avoid payment because the person placing an Order lacked internal approval where that person represented themselves as authorised and FFR reasonably relied upon that authority.

4.12. Suspension or termination does not affect the Client’s liability for amounts already due.

5. Job credits and payment plans.

5.1. Job Credits and Payment Plans represent monies committed towards future recruitment advertising or agreed FFR Services.

5.2. Job Credits may be used against Vacancies submitted by the Client in accordance with the package purchased.

5.3. Unless expressly agreed otherwise, Job Credits and balances held under Payment Plans are non-refundable once purchased.

5.4. Unless otherwise stated at the time of purchase, Job Credits are valid for 12 months from the date of purchase.

5.5. Any unused balance remaining after the applicable validity period may expire.

5.6. In the event of termination of the agreement, all sums owing to FFR become immediately due.

5.7. The Client may not set off amounts paid in advance or held as Job Credits against unrelated debts owed to FFR except where FFR agrees otherwise in writing or where required by law.

6. Cancellation and changes.

6.1. Recruitment Services may involve immediate staff time, Job Board expenditure and third-party costs.

6.2. Where the Client cancels a recruitment advertising Service after FFR has commenced the Online Recruitment Service, a cancellation charge of £150 may be payable within 5 days of the cancellation instruction.

6.3. Where FFR has already incurred Job Board charges, third-party expenditure or additional costs exceeding the cancellation charge, the Client may remain responsible for those costs where they were properly incurred under the Order.

6.4. For managed recruitment, outreach, talent mapping or other additional Services, cancellation charges may reflect work already undertaken, committed staff time and third-party expenditure.

6.5. Once advertising or another third-party Service has been purchased, FFR cannot guarantee that the relevant cost can be refunded.

6.6. Cancellation does not automatically entitle the Client to a refund for Services already performed.

6.7. Where the Client changes the Vacancy, Campaign, selection criteria or scope after work has commenced, additional work or expenditure may be chargeable.

7. Client control of recruitment.

7.1. The Client remains responsible for and retains control of all recruitment processing and employment decisions across all Services.

7.2. FFR supports the recruitment process but does not make the Client’s hiring decisions.

7.3. The Client remains responsible for determining:

(a) the role and its requirements.

(b) the job description.

(d) remuneration and benefits.

(e) working arrangements.

(f) which Candidates progress.

(g) which Candidates are interviewed.

(h) whether a Candidate is suitable.

(i) whether an offer is made.

(j) the terms of any offer.

(k) whether a Candidate is ultimately employed.

7.4. Where FFR sifts applications, screens or interviews Candidates or identifies Candidates through outreach, it does so using criteria and instructions agreed with or supplied by the Client.

7.5. FFR may provide factual information, observations, Candidate responses, analysis and recommendations.

7.6. Such information supports, but does not replace, the Client’s own assessment and decision-making.

7.7. The Client remains responsible for ensuring its recruitment processes, criteria and decisions comply with applicable employment, equality, immigration and other legislation.

8. Client information and recruitment instructions.

8.1. The Client must provide accurate and complete information reasonably required by FFR.

8.2. This may include:

(a) Client identity and business information.

(b) job title and duties.

(d) working arrangements.

(e) expected start date and duration.

(f) working days and hours.

(g) salary and benefits.

(h) notice requirements.

(i) required skills, experience and qualifications.

(j) licences, professional registrations or authorisations.

(k) known health and safety risks and control measures.

(l) Candidate selection criteria.

(m) other legal or regulatory requirements.

8.3. FFR is entitled to rely upon Client information unless FFR knows or reasonably believes it to be incorrect.

8.4. The Client must promptly notify FFR of changes affecting a Vacancy, Candidate or Campaign.

8.5. FFR may refuse an instruction that it reasonably believes is unlawful, discriminatory, misleading, unsafe or inappropriate.

9. Client engagement.

9.1. The Client acknowledges that recruitment requires timely communication and engagement.

9.2. The Client agrees to:

(a) respond to reasonable communications.

(b) provide timely Candidate feedback.

(d) make appropriate personnel available.

(e) promptly communicate changes.

9.3. FFR is not responsible for Candidate withdrawal, Candidate loss, reduced engagement, delay or other adverse outcomes caused by the Client’s failure or delay in responding.

9.4. Where Client disengagement makes delivery impracticable, FFR may suspend or conclude the relevant Service.

10. Recruitment advertising.

10.1. Authorised Client personnel may instruct FFR verbally, by email, through an order form or through an approved FFR system.

10.2. The Client will provide sufficient Vacancy information to enable FFR to prepare the Campaign.

10.3. FFR may prepare a draft recruitment Advert for Client approval.

10.4. FFR will use reasonable care to ensure Advert copy complies with applicable advertising and recruitment requirements based upon the information supplied by the Client.

10.5. Draft Advert copy created by FFR remains FFR intellectual property, subject to the Client’s right to use approved materials for its own recruitment purposes.

10.6. Before publication, the Client will normally have the opportunity to check and approve the Advert.

10.7. The Client is responsible for checking that approved Advert information is complete and accurate.

10.8. Following publication, FFR will normally notify the Client that the Advert is live.

10.9. The Client should check the live Campaign and promptly notify FFR of any error.

10.10. Where FFR has published information incorrectly compared with the approved Advert, FFR will correct the error without an administration charge where reasonably possible.

10.11. Changes requested by the Client after an Advert is live cannot be guaranteed across all Job Boards.

10.12. FFR may charge an administration fee of £50 per requested live-advert change unless the change is required to correct an error made by FFR.

11. Job Boards and advertising distribution.

11.1. Once the Client approves the Advert and Order, FFR may distribute the Vacancy electronically to Job Boards that FFR considers suitable for the Campaign.

11.2. Unless a particular Job Board is expressly guaranteed in the Order, FFR may change the Job Boards used without prior notice where FFR reasonably considers this appropriate.

11.3. Job Boards operate independently of FFR and may change their:

(a) functionality.

(b) algorithms.

(d) partnerships.

(e) distribution arrangements.

(f) policies.

(g) pricing.

(h) technical systems.

11.4. FFR is not responsible for such changes where they are outside FFR’s reasonable control.

11.5. FFR is not responsible for the content, formatting or branding displayed on a third-party Job Board, partner site or distribution website where this is controlled by the third party.

11.6. Individual Job Boards may experience temporary service interruption.

11.7. Where a material Job Board is unavailable for a continuous period exceeding 24 hours and this materially affects the Campaign, FFR may, where reasonably practicable, extend the Campaign or provide an alternative advertising solution.

12. PPC and PPA advertising.

12.1. FFR may allocate agreed PPC/PPA advertising budgets on platforms including Indeed, LinkedIn, Facebook, Google or other appropriate platforms.

12.2. PPC/PPA advertising expenditure is influenced by third-party bidding systems, algorithms, Candidate behaviour and market demand.

12.3. FFR cannot guarantee:

(a) how quickly a PPC/PPA budget will be consumed.

(b) the number of clicks generated.

(d) Candidate quality.

(e) platform algorithms or functionality.

12.4. Where an agreed PPC/PPA budget has been exhausted, the Vacancy may cease to display on the relevant platform even though other elements of the Campaign remain live.

13. Campaign duration and re-advertising.

13.1. Recruitment advertising will run for the period or budget agreed in the Order.

13.2. Where advertising is purchased for a fixed duration, the Advert will normally remain available for that agreed Campaign period, subject to Job Board rules and availability.

13.3. Where PPC/PPA advertising applies, the Advert may only remain promoted or visible while the allocated budget remains available.

13.4. If no suitable Candidate is identified during the Campaign period, any subsequent re-advertising requested by the Client will constitute:

(a) use of another available Job Credit.

(b) a new Order.

13.5. FFR does not guarantee that re-advertising will result in a successful appointment.

14. Applications through FFATS.

14.1. Where applicable, applications generated through FFR advertising will be directed into FFATS.

14.2. Authorised Client users will be given access to review relevant applications and communicate with Candidates.

14.3. Where a Client purchases advertising-only Services, the Client remains responsible for reviewing and managing its Applicants unless additional support is expressly purchased.

14.4. FFR may provide sifting, screening and additional recruitment support where requested and agreed.

15. Managed recruitment support and RPO Services.

15.1. FFR may operate as an extension of the Client’s recruitment function.

15.2. Services may include:

(a) application management.

(b) CV sifting.

(d) initial interviewing.

(e) Candidate communication.

(f) interview scheduling.

(g) recruitment administration.

(h) other agreed recruitment process support.

15.3. FFR will work to agreed Client processes and selection criteria so far as reasonably practicable.

15.4. FFR may confirm instructions and processes through email or other recorded communication.

15.5. FFR will report Candidate information factually and does not undertake to persuade the Client to hire a Candidate.

15.6. FFR may provide Candidates with factual information concerning the Vacancy and recruitment process.

15.7. The Client retains all hiring and recruitment decision-making authority.

16. Proactive Candidate sourcing and outreach.

16.1. FFR may use Job Boards, CV databases, LinkedIn and other appropriate sources to identify individuals who appear potentially relevant to a Client Vacancy.

16.2. FFR may establish sourcing projects, searches, talent pools or equivalent activities.

16.3. FFR may contact prospective Candidates on the Client’s behalf.

16.4. FFR may discuss factual information about the role with an individual to enable them to understand the opportunity.

16.5. Wherever appropriate, prospective Candidates will be encouraged to apply through the relevant Advert or agreed application process.

16.6. Identification of an individual does not constitute a guarantee or representation that the individual is suitable for employment.

16.7. FFR does not guarantee that a sourced person will:

(a) respond.

(b) apply.

(d) accept an offer.

(e) commence employment.

(f) remain employed.

16.8. FFR will undertake relevant work-finding activity in accordance with applicable recruitment legislation.

16.9. FFR will not charge Candidates for finding or seeking to find them employment where prohibited by law.

17. Candidate information and suitability.

17.1. Candidates are responsible for the accuracy of information they provide.

17.2. FFR cannot guarantee the accuracy or completeness of Candidate CVs, applications, interview responses or other statements.

17.3. The Client remains responsible for satisfying itself as to Candidate suitability before employment.

17.4. Unless expressly purchased as a Service, FFR does not undertake to independently verify:

(a) employment history.

(b) qualifications.

(d) identity.

(e) Right to Work.

(f) professional registration.

(g) licences.

(h) criminal record status.

(i) medical suitability.

(j) other Candidate credentials.

17.5. Where FFR expressly agrees to undertake a particular verification or check, FFR will perform the agreed Service with reasonable care and skill.

17.6. The Client remains responsible for determining which checks are legally or operationally required before employing a Candidate.

17.7. The Client must inform FFR where a role involves vulnerable people, regulated activities or particular statutory requirements.

17.8. Nothing in these Terms removes any statutory obligation upon FFR to communicate relevant information to the Client.

18. Candidate behaviour and recruitment outcome.

18.1. Candidates may withdraw, change their minds, fail to attend, accept another position, reject an offer or provide inaccurate information.

18.2. FFR is not responsible for Candidate actions or omissions outside FFR’s reasonable control.

18.3. Regardless of how many Applicants the Client employs from a standard flat-fee Campaign, no additional percentage placement fee will be payable unless a different fee arrangement has expressly been agreed.

19. FFATS.

19.1. FFATS is FFR’s Applicant Tracking System and is provided to facilitate recruitment Campaigns.

19.2. FFATS is hosted using secure remote infrastructure.

19.3. FFR will take appropriate technical and organisational measures to protect Candidate data.

19.4. Authorised personnel at the Client may be provided with FFATS user access.

19.5. The Client is responsible for:

(a) deciding who is authorised to access Candidate data.

(b) ensuring users have appropriate authority.

(d) preventing unauthorised access.

(e) notifying FFR when access should be removed.

(f) ensuring Client users handle Candidate data lawfully.

19.6. FFATS, internet services and supporting technology may occasionally become unavailable due to:

(a) maintenance.

(b) software or hardware updates.

(d) mechanical or technical failure.

(e) third-party hosting issues.

(f) circumstances beyond FFR’s reasonable control.

19.7. FFR does not guarantee continuous, uninterrupted or error-free system availability.

19.8. FFR will take reasonable security precautions but the Client is responsible for maintaining appropriate protection of its own computers, devices and systems against malware and other cyber threats.

19.9. Historic job and Campaign information may remain available after Campaign completion.

19.10. Candidate personal data may subsequently be deleted, anonymised, restricted or otherwise become unavailable due to data protection, Candidate rights or applicable retention requirements.

19.11. Access to FFATS does not transfer ownership of FFATS or its underlying technology.

20. Data protection.

20.1. Each party will comply with applicable data protection legislation, including UK GDPR and the Data Protection Act 2018.

20.2. Where FFR processes Candidate personal data on the Client’s behalf and under the Client’s instructions, the Client acts as controller and FFR acts as processor.

20.3. FFR may separately act as controller where it processes personal data for its own lawful business, legal, regulatory or compliance purposes.

20.4. Candidate information collected for one Client is segregated from other Client accounts and is not made available to other Clients by FFR.

20.5. The Client is responsible for ensuring that it has an appropriate lawful basis for recruitment processing it instructs FFR to undertake.

20.6. Where FFR acts as processor, FFR will:

(a) process personal data on documented Client instructions unless otherwise required by law.

(b) ensure authorised personnel are subject to confidentiality obligations.

(d) use appropriate sub-processors in accordance with applicable requirements.

(e) impose appropriate data protection obligations on relevant sub-processors.

(f) provide reasonable assistance concerning Candidate rights where required.

(g) provide reasonable assistance concerning security and breach obligations.

(h) notify the Client without undue delay after becoming aware of a relevant personal data breach.

(i) delete or return personal data as required at the end of processing, subject to applicable legal retention requirements.

(j) make information reasonably necessary to demonstrate processor compliance available where required.

20.7. The Client must keep Candidate information confidential and ensure that only properly authorised personnel access it.

20.8. Candidate data is subject to legal retention and deletion requirements and is not treated as property owned by either FFR or the Client.

20.9. FFR may retain records where required by applicable recruitment, data protection, taxation or other legislation.

21. Confidential recruitment and NDAs.

21.1. FFR may operate confidential or non-branded recruitment Campaigns where agreed.

21.2. FFR may enter into or operate under an agreed confidentiality arrangement or NDA.

21.3. FFR will take reasonable steps to protect the Client’s identity where instructed.

21.4. Absolute confidentiality cannot be guaranteed where disclosure is required:

(a) by law.

(b) by regulation.

(d) as legally required as part of the recruitment process.

22. Talent mapping, recruitment intelligence and market insight.

22.1. FFR may provide recruitment research, market intelligence and decision-support information.

22.2. This may include:

(a) talent availability.

(b) talent mapping.

(d) competitor information.

(e) salary benchmarking.

(f) LinkedIn talent insights.

(g) Indeed, Adzuna and other market information.

(h) FFR Candidate survey findings.

(i) SurveyMonkey research.

(j) historic Campaign performance.

(k) application volumes and trends.

(l) Job Board performance.

(m) job title and keyword analysis.

(n) Advert optimisation.

(o) Candidate behaviour and preferences.

(p) other recruitment-market information.

22.3. FFR may use anonymised or aggregated information derived from historic recruitment activity to improve its Services, conduct research and provide recruitment insights.

22.4. FFR will not disclose identifiable Candidate information from one Client account to another Client.

22.5. FFR will not disclose another Client’s confidential information through its research services.

22.6. Third-party market information is dependent upon the methodology and accuracy of the original provider.

22.7. Market conditions change and information represents the position reasonably available at the relevant time.

22.8. Past Campaign performance does not guarantee future performance.

22.9. Salary benchmarking does not guarantee Candidate salary expectations or acceptance.

22.10. Talent mapping does not guarantee Candidate availability, interest or suitability.

22.11. FFR’s insights, observations and recommendations are provided to support the Client’s own decisions.

22.12. The Client remains responsible for deciding whether and how to act upon them.

23. Technology, automation and AI.

23.1. FFR may use technology, automation and artificial intelligence to support recruitment Services.

23.2. Uses may include:

(a) recruitment advertising.

(b) administration.

(d) Candidate management.

(e) search.

(f) scoring.

(g) ranking.

(h) decision support.

23.3. Technology outputs are intended to assist rather than replace recruitment decision-making.

23.4. A score, ranking, analysis or recommendation does not constitute a guarantee of Candidate suitability.

23.5. The Client remains responsible for appropriate human consideration and all final recruitment decisions.

24. Intellectual property and Client branding.

24.1. FFR retains all intellectual property rights in FFATS, its technology, methods, processes, templates, research methods, know-how and pre-existing materials.

24.2. Recruitment Advert copy created by FFR remains FFR intellectual property unless otherwise agreed.

24.3. The Client may use materials specifically supplied to it by FFR for its own recruitment purposes.

24.4. The Client grants FFR the right and licence during the relationship to use Client names, branding and trademarks as reasonably required to deliver agreed recruitment advertising and Services.

24.5. Confidential/non-branded Campaigns are excluded from public branding use where the Client has instructed FFR accordingly.

24.6. The Client warrants that materials it supplies to FFR may lawfully be used for the instructed purpose.

25. No guarantee of recruitment outcome.

25.1. FFR will provide the Services with reasonable care and skill.

25.2. Recruitment outcomes depend upon factors including:

(a) job type.

(b) salary.

(d) working arrangements.

(e) labour-market conditions.

(f) Candidate behaviour.

(g) Client reputation.

(h) Client responsiveness.

(i) competing opportunities.

25.3. FFR does not guarantee:

(a) any particular response rate.

(b) any particular application volume.

(d) that a Vacancy will be filled.

(e) that a Candidate will attend interview.

(f) that an offer will be accepted.

(g) that an appointed Candidate will commence.

(h) that an appointed Candidate will remain employed.

(i) Candidate performance or conduct after appointment.

26. Liability.

26.1. Nothing in these Terms excludes or limits liability where it would be unlawful to do so, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

26.2. FFR will provide purchased Services with reasonable care and skill.

26.3. The Client remains responsible for its recruitment and employment decisions.

26.4. Subject to clause 26.1, FFR will not be responsible for loss arising solely from:

(a) Candidate acts, omissions or statements.

(b) Client hiring decisions.

(d) inaccurate Client information.

(e) Client delay or disengagement.

(f) Client decisions made after considering market information or recommendations.

(g) Third-Party Platform events outside FFR’s reasonable control.

26.5. Subject to clause 26.1, FFR will not be liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of opportunity or loss of goodwill to the extent permitted by law.

26.6. Subject to clause 26.1, FFR’s total aggregate liability arising from a particular Campaign or Order will not exceed the total Fees paid or payable to FFR for the Services directly giving rise to the claim, unless a different limitation is expressly agreed.

26.7. FFR cannot guarantee information supplied independently by Candidates, Clients or Third-Party Platforms.

26.8. The Client will indemnify FFR against third-party claims arising directly from inaccurate, unlawful or infringing material supplied by the Client and used by FFR in accordance with the Client’s instructions, except to the extent caused by FFR’s own wrongful act.

27. Suspension and termination.

27.1. FFR may suspend or terminate Services where:

(a) invoices remain unpaid.

(b) the Client materially breaches these Terms.

(d) FFATS or Candidate information is misused.

(e) continued provision creates a material legal, security or regulatory risk.

(f) Client conduct towards FFR staff or Candidates is abusive, threatening or unacceptable.

(g) Client disengagement makes continued delivery impracticable.

27.2. Where reasonably practicable, FFR will give the Client an opportunity to remedy a remediable breach.

27.3. Termination does not affect outstanding payments or accrued rights.

28. Confidentiality.

28.1. Each party will keep confidential information received from the other confidential and use it only for the purpose for which it was supplied.

28.2. This does not apply to information that:

(a) is lawfully public.

(b) was lawfully known before disclosure.

(d) must be disclosed by law or competent authority.

28.3. Confidentiality obligations continue after Services end.

29. Force majeure.

29.1. Neither party will be liable for delay or failure caused by circumstances beyond its reasonable control.

29.2. These may include widespread telecommunications failure, hosting failure, cyber incidents affecting third-party infrastructure, industrial disputes, natural disasters, government action and failure of essential third-party services.

29.3. This clause does not remove the Client’s obligation to pay for Services already supplied or costs properly incurred.

30. Complaints and disputes.

30.1. The Client should notify FFR promptly where it believes a Service has not been provided as agreed.

30.2. FFR must be given a reasonable opportunity to investigate and, where appropriate, remedy the issue.

30.3. The parties will use reasonable efforts to resolve disputes commercially before commencing legal proceedings.

31. General provisions.

31.1. Headings are for convenience and do not affect interpretation.

31.2. If any provision is invalid or unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will continue.

31.3. Failure or delay in exercising a right does not waive that right.

31.4. The Client may not assign this agreement without FFR’s prior written consent.

31.5. FFR may use employees, contractors, Job Boards, technology providers and sub-processors to deliver the Services subject to applicable obligations.

31.6. These Terms and the relevant Order constitute the entire agreement concerning the Services except where the parties have expressly entered into another written agreement.

32. Governing law and jurisdiction.

32.1. These Terms and any dispute or claim arising from them are governed by the laws of England and Wales.

32.2. The courts of England and Wales will have exclusive jurisdiction, subject to any mandatory legal rights which provide otherwise.