1. DEFINITIONS

1.1 In these Terms, the following definitions apply:

“Agency” means Panda Early Years Recruitment.

“Candidate” means the person introduced by the Agency to the Client for an Engagement.

“Client” means the person, organisation or corporate body together with any subsidiary or associated person or corporate body (as the case may be) to which the Candidate is introduced;

“Cancellation Fee” means the fee payable by the Client to the Agency when the Client withdraws an offer of Engagement made to the Candidate before the Candidate has accepted the offer, and which is calculated under clause 3.6.

“Engagement” means the engagement (including the Candidate’s acceptance of the Client’s offer), employment or use of the Candidate by the Client or by any third party to whom the Candidate has been introduced by the Client, on a permanent or temporary basis, whether under a contract of service or for services; under an agency, licence, franchise or partnership agreement; or any other engagement; or through a limited company of which the Candidate is an officer, employee or other representative; and “Engage”, “Engages” and “Engaged” shall be
construed accordingly;

“Introduction” means (i) the passing to the Client of a curriculum vitæ or information which identifies the Candidate or (ii) the Client’s interview of a Candidate (in person, by telephone or by any other means), following the Client’s instruction to the Agency to search for a Candidate; and, in either case, which leads to an Engagement of the Candidate; and “Introduces” and “Introduced” shall be construed accordingly;

“Introduction Fee” means the fee payable by the Client to the Agency for an Introduction resulting in an Engagement;

“Remuneration” means the Candidate’s gross base annual salary;

“Replacement Candidate” means any Candidate introduced by the Agency to the Client to fill the Engagement following the Introduction of another Candidate whose Engagement either did not commence or was terminated during the first 100 days of the Engagement;

“Vulnerable Person” means any person who by reason of age, infirmity, illness, disability, or any other circumstance, is in need of care or attention, and includes any person under the age of eighteen.

1.2 Unless the context requires otherwise, references to the singular include the plural.
1.3 The headings contained in these Terms of Business are for convenience only and do not affect their interpretation.

2. THE CONTRACT

2.1. These terms of business and the attached Schedule(s) (“the Terms”) constitute the contract between the Agency and the Client for the Introduction of permanent or contract staff (to be engaged directly by the Client) and are deemed to be accepted by the Client by virtue of an Introduction or the Engagement of a Candidate, or the passing by the Client of any information about a Candidate to any third party following an Introduction.

2.2. These Terms constitute the entire agreement between the parties. Unless otherwise agreed in writing by a Director of the Agency, these Terms prevail over any other terms of business or purchase conditions (or similar) put forward by the Client.

2.3. No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between a Director of the Agency and the Client and are set out in writing and a copy of the varied terms is given to the Client stating the date on or after which such varied terms shall apply.

3. THE AGENCY’S OBLIGATIONS

3.1 The Agency shall use its best and reasonable endeavors to find suitable and willing Candidates to fill such vacancies as are notified to the Agency by the Client or to notify the Client if the Agency believes it is unable to assist with the Client’s requirements.

3.2 The Agency shall use its best and reasonable endeavors to ensure that all vacancy advertisements are published on the date agreed with the Client or, where no date is agreed, within 3 working days of receiving details of the vacancy.

3.3 The Agency shall take all reasonable steps to ensure that Candidates introduced to the Client are suitable for the role and meet the required standards of safety and compliance. This includes, but is not limited to, conducting enhanced Disclosure and Barring Service (DBS) checks, verifying the Candidate’s identity and right to work in the UK, and confirming relevant qualifications, training (including Paediatric First Aid and Safeguarding training), and previous employment history. The Agency shall obtain and verify references covering at least the last two years of employment, or as required by statutory or industry standards in the early years sector. All checks will be carried out in accordance with applicable safeguarding regulations and best practices to protect children and vulnerable individuals.

3.4. Unless otherwise agreed in writing, the Agency shall provide the following recruitment services to the Client as part of its standard offering:

• Candidate sourcing and initial screening interviews

• Writing and posting job advertisements on relevant platforms

• Candidate profiling based on suitability and role requirements

• Timely submission of qualified and suitable CVs to the Client

• Verification of enhanced DBS checks, required qualifications, and relevant training certifications

• Provision of a shortlisting report containing full details of suitable Candidates

• Coordination and arrangement of first interviews

• Management of job offers, salary negotiations, and employment-related communications between the Client and Candidate

• Confirmation of agreed salary, start date, and entitlements

• Collect and Verify proof of right to work, P45 or P46, copies of the Candidate’s DBS certificate or Update Service check code, evidence of relevant qualifications, and two written references from the Candidate’s most recent professional experience, and provide a complete compliance pack to the client.

3.5. While the Agency will use its best efforts to source and recommend suitable Candidates for each vacancy, it cannot guarantee to find a suitable candidate for each vacancy. In such cases, the Agency shall inform the Client promptly and will continue to keep the Client informed of the progress and status of the recruitment process.

3.6. The Agency shall provide the Client with a shortlist of the most suitable Candidates based on the Client’s stated requirements. Each shortlisted Candidate shall be accompanied by a curriculum vitae (CV) and any other relevant information to assist the Client in the selection process.

3.7. Candidate Pre-Vetting. The Agency shall conduct an in-depth interview with each Candidate and shall undertake verbal pre-vetting to confirm the Candidate’s suitability. This shall include confirmation of the Candidate’s right to work in the United Kingdom, current Disclosure and Barring Service (DBS) status, relevant qualifications and training, and a review of the Candidate’s employment history, in accordance with safeguarding and regulatory standards.

3.8. Post-Offer Compliance and Documentation. Unless otherwise agreed in writing, following acceptance of an offer of employment by a Candidate, the Agency shall collect and verify all required documentation. This shall include, but is not limited to, proof of right to work, P45 or P46, copies of the Candidate’s DBS certificate or Update Service check code, evidence of relevant qualifications, and two written references from the Candidate’s most recent professional experience. A complete compliance pack shall be compiled and provided to the Client to ensure full safeguarding compliance and due diligence.

4. THE CLIENT’S OBLIGATIONS

4.1. The Client agrees to:
4.1.1. notify the Agency immediately of the terms of any offer of an Engagement which it makes to the Candidate;
4.1.2. notify the Agency immediately that its offer of an Engagement to the Candidate has been accepted and to provide details to the Agency of the Remuneration agreed with the Candidate, together with any documentary evidence as requested by the Agency;

4.1.3. pay the Agency’s fee within 7 days of the date of the invoice, which shall be rendered once the Candidate accepts the offer of the Engagement, whether such offer is conditional or not.

4.1.4. Provide to the Agency details of the position which the Client seeks to fill, including the following:

• The type of work that the Candidate would be required to do.
• the location and hours of work;
• the experience, training, qualifications, and any authorisation which the Client considers necessary or which are required by law or any professional body for the Candidate to possess in order to work in the position;
• any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks;
• The date the Client requires the Candidate to commence the Engagement;
• The duration or likely duration of the Engagement;
• The minimum rate of Remuneration, expenses, and any other benefits, holiday entitlement, and flexibility to work that would be offered.
• The intervals of payment of Remuneration;
• The length of notice that the Candidate would be entitled to give and receive to terminate their employment with the Client

4.1.5. The Client shall use its best and reasonable endeavors to ensure that such information is complete, accurate, and up-to-date.

4.1.6. The Client shall inform the Agency immediately if any relevant information changes following the submission of that information to the Agency.

4.1.7. It shall be the sole responsibility of the Client to obtain any required permits (including, but not limited to, work permits).

4.1.8. It shall be the sole responsibility of the Client to arrange for any required medical examinations or investigations.

4.1.9. The Client shall be responsible for applying for an enhanced Disclosure and Barring Service (DBS) check in cases where the Candidate does not hold a current, valid DBS certificate.

5. FEES AND CANCELLATION

5.1. The fee payable to the Agency by the Client for any Introduction that results in an Engagement shall be calculated in accordance with the Fee Structure Schedule. For permanent placements, the Introduction Fee is equal to 9% of the Candidate’s total gross annual Remuneration applicable during the first 12 months of the Engagement. For contract nursery staff, a one-off recruitment fee shall apply, as outlined in the Fee Structure Schedule:

1-2 months: £800

3-6 months: £1,200

7-12 months: £1,600

5.2. Where the actual Remuneration is not known, the Agency will charge an Introduction Fee calculated in accordance with clause 3.3 based on its determination of the remuneration taking into account the market rate level of remuneration applicable for the position in which the Candidate has been Engaged and with regard to any information supplied to the Agency by the Client and/or comparable positions in the market generally.

5.3. Where prior to the commencement of the Engagement, the Agency and the Client agree that the Engagement will be on the basis of a fixed term of less than 12 months, the Introduction Fee will apply pro rata. If the Client (a) extends the Engagement beyond the initial fixed term or (b) re-Engages the Candidate within 12 calendar months from the date of termination of the agreed period of the fixed term Engagement, then the Client shall be liable to pay a further Introduction Fee based on the additional Remuneration applicable for (a) the extended period of Engagement or (b) the period of the second and any subsequent Engagement, subject to the Client not being liable to pay a greater sum in Introduction Fees than the Client would have been liable for under clause 3.3 had the Candidate first been Engaged for 12 months or more.

5.4. If, after an offer of Engagement has been made to the Candidate, the Client decides for any reason to withdraw it prior to the Candidate accepting the Engagement, the Client shall be liable to pay the Agency a Cancellation Fee of £150.

5.5. The Agency reserves the right to charge interest on invoiced amounts unpaid for more than 14 days at the rate of 8% per annum above the base rate from time to time of the Bank of England from the due date until the date of payment.

6. REFUNDS AND REPLACEMENTS

The Client may request either a refund or a replacement Candidate; in both cases, the conditions outlined below shall apply.

6.1 To qualify for a refund or candidate replacement, the Client must comply with the provisions of clause 3.1 and must notify the Agency in writing of the termination of the Engagement or the non-commencement of the Engagement within 7 days of its termination or non-commencement.
A refund may not be payable, and a replacement may not be provided, when:

• 6.1.1 The candidate is being made redundant. 
• 6.1.2 The client has made any unreasonable demands of the candidate.
• 6.1.3 The position has been terminated due to a change in role, hours, duties, or workplace location.
• 6.1.4 The Candidate is no longer employed due to discrimination, harassment, unsafe working conditions, or other breaches of employment law or good practice by the Client;

6.2. If, subsequent to the Client receiving a refund, the Candidate is re-engaged within a period of 12 calendar months from the date of termination, then the refund shall be repaid to the Agency. The Client shall not be entitled to any further refunds in relation to the re-engagement of this Candidate.

The fee will be refunded in accordance with the accompanying Scale of Refund set out below:

Period of Employment:

• 0-1 week: 100%
• 2-4 weeks: 70%
• 5-7 weeks: 50%
• 8-11 weeks: 25%
• 12-14 weeks: 10%

6.3. A full refund will be given if the Candidate fails to commence employment.

6.3.1. There will be no refund where the Applicant leaves during or after the 14th week of the Engagement.

6.3.2. In the event of a successful replacement, the 100-day guarantee period shall restart once, from the date the replacement Candidate commences employment. In the unlikely event the Client requests a further replacement, only a refund may be offered, provided the request falls within the original 100-day guarantee period.

7. DISCOUNTS

7.1. Multiple Hire Discount. Where the Client submits a single recruitment request to fill multiple positions—whether for permanent or contract staff—the Client shall be entitled to a discount of 10% off the standard Introduction Fee (calculated at 8% of the Candidate’s gross annual Remuneration) or the applicable flat fee, starting from the second placement. The first placement, or the placement with the highest applicable fee, shall be charged at the full rate. A maximum of three placements may receive the 10% discount under this offer; from the fourth placement onward, the full standard fee shall apply.

7.1.2. Returning Client Discount. Clients who have previously engaged the services of Panda Recruitment and return with a new recruitment request shall be entitled to a 10% discount on the applicable Introduction Fee or flat fee for a single placement. In cases where the returning Client requests multiple hires, the first placement, or the one with the highest fee, shall be charged at the full rate. The 10% discount will be applied to up to three additional placements; from the fourth placement onward, the full fee shall apply.

7.1.3. Only one discount may be applied per recruitment request. Discounts may not be combined or used concurrently.

8. AGREEMENT AND ACCEPTANCE

These Terms & Conditions shall be provided to the Client prior to the commencement of any recruitment services and shall form part of the contractual agreement, together with all specified and agreed terms, including the applicable fees and any other conditions. This agreement must be signed by both parties. Any subsequent amendments or new conditions shall be issued in writing by the Agency and must be signed by both parties to be valid.

9. CONFIDENTIALITY AND DATA PROTECTION
All information relating to a Candidate is confidential and subject to the Data Protection Act 1998 (“DPA”) and is provided solely for the purpose of providing work-finding
services to the Client. Such information must not be used for any other purpose nor divulged to any third party, and the Client undertakes to abide by the provisions of
the DPA in receiving and processing the data at all times. In addition, information relating to the Agency’s business that is capable of being confidential must be kept
confidential and not divulged to any third party, except for information that is in the public domain.

10. LIABILITY
The Agency 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 the Agency seeking a Candidate for the Client or from the Introduction to or
Engagement of any Candidate by the Client or from the failure of the Agency to introduce any Candidate. For the avoidance of doubt, the Agency does not exclude liability
for death or personal injury arising from its own negligence or for any other loss which it is not permitted to exclude under law.

11. GOVERNING LAW AND JURISDICTION
These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.