Terms of Service

Top Virtual Assistance Ltd t/a Top Recruitment Research (“the Service Provider”) offers a pay-per-placement recruitment support service designed to help clients (“the Client”) fill open roles efficiently through targeted candidate sourcing, outreach, and introduction. The Service Provider identifies and engages qualified candidates through professional networks such as LinkedIn and job boards, introducing them to the Client or the Client’s end client on a success-only basis.

1. Scope of Services

The Service Provider will:

  • Source candidate profiles that meet the Client’s specified job criteria using LinkedIn and other professional platforms.
  • Optionally conduct outreach to candidates on the Client’s behalf using approved communication channels, including LinkedIn and email.
  • Deliver sourced or engaged candidates for review and consideration by the Client.
  • Maintain accurate records of all outreach activity and candidate introductions.
  • The Service Provider does not perform screening calls, interviews, reference checks, or suitability assessments beyond the agreed sourcing and outreach process.
  • When submitting a new role, the Client agrees to provide the following:
    • Clear job details, including position title, responsibilities, and required experience.
    • The expected candidate salary or pay range.
    • The placement fee or commission amount that the Client will receive from their end-client upon successful placement.
    • This information ensures that both parties are aligned on expectations and payment calculations.
  • While the Service Provider will perform sourcing and outreach activities with reasonable care, skill, and effort, it does not guarantee that any candidate introduced will be interviewed, offered employment, or hired by the Client or its end-clients. The success of the recruitment process depends on factors outside the Service Provider’s control, including market demand, candidate interest, and the Client’s own selection decisions.

2. Fee Structure and Payment Terms

  • Success Fee: The Service Provider operates on a success-based fee model, which will depend on the level of support provided. The applicable success fee will be confirmed in writing (by email) between the parties before the commencement of any sourcing assignment. For reference:
    • 15% of the Client’s total placement commission applies if the Service Provider only sources candidate profiles.
    • 20% of the Client’s total placement commission applies if the Service Provider also performs candidate outreach on behalf of the Client.
    • The agreed percentage will apply to all placements arising from that specific engagement or project.
  • Commitment Deposit: A refundable commitment deposit of £150 / $200 (or equivalent in USD) is payable upon signing the Agreement to confirm the Client’s intent to proceed. This is not a setup fee and does not represent an additional charge for services. Its sole purpose is to help the Service Provider prioritise serious Clients and allocate dedicated resources efficiently.
    • The deposit will be collected via PayPal and will be credited in full against the first invoice once a placement is delivered. Alternatively, it will be refunded if the Agreement is terminated by either party before or after the campaign has commenced, provided no placement has been delivered.
    • Please note that any PayPal transaction fees will be deducted at the time of refund, as these are non-recoverable processing charges.
  • Payment Trigger: The Service Provider’s fee becomes payable when:
    • A candidate introduced by the Service Provider is successfully placed by the Client with one of its clients, and
    • The Client has received payment from their end-client.
  • Payment Timeline: Payment must be made within 14 days of the Client receiving payment from their end-client and no later than 90 days from the candidate’s start date.
  • Late Payment: If payment is not received within the agreed timeframe, the Service Provider reserves the right to charge a statutory late payment fee in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. The Service Provider also reserves the right to recover any reasonable additional costs and legal or collection expenses incurred in enforcing payment.

3. Candidate Submission and Outreach Process

  • To ensure optimal results, the Client agrees to provide clear and detailed job briefs for each role, including role descriptions, key requirements, compensation details, and any specific preferences. The Client also agrees to provide timely feedback on submitted candidate profiles to enable the Service Provider to refine searches and maintain the quality and relevance of future submissions.
  • The Service Provider will source candidate profiles that match the Client’s specified requirements and share them in a structured format, typically via email, including the candidate’s name, location, relevant experience summary, and a link to their LinkedIn profile or CV.
  • Each candidate introduction will be recorded by the Service Provider, including the date and method of submission, to confirm ownership and provide a full audit trail of introductions made under these Terms.
  • Candidate profiles will normally be submitted to the Client via email. However, if agreed in writing, the Service Provider may alternatively upload candidate details directly into the Client’s CRM, Applicant Tracking System (ATS), or other designated platform. When granted such access, the Service Provider will use the Client’s systems solely for performing agreed sourcing tasks and in full compliance with all confidentiality and data protection obligations.
  • The outreach process will be conducted on behalf of the Client using the Client’s LinkedIn account for direct messaging and/or email accounts set up under the Client’s domain. The Client will provide access to their LinkedIn account.
  • The Service Provider will draft the initial outreach copy for both LinkedIn and email campaigns and submit it to the Client for review and written approval prior to launch. No outreach messages will be sent without Client approval.
  • Once approved, outreach messages will be executed through the Service Provider’s systems in a structured and GDPR-compliant manner. All replies, opt-outs, and candidate communication will be handled transparently, with the Client retaining full visibility of correspondence.
  • The Client shall acknowledge receipt of candidate submissions within a reasonable timeframe (normally two business days) and confirm whether to proceed with the candidate.
  • For clarity, an “introduction” is deemed to have occurred when identifiable candidate information (e.g. name, LinkedIn profile, or CV) is shared with the Client, regardless of whether the profile was sent via email or uploaded to a Client system.

4. Transparency, Communication & Candidate Tracking

  • Ongoing Updates: The Client agrees to keep the Service Provider fully informed about the status of all candidates introduced by the Service Provider.
  • Candidate Progress Reporting: The Client will provide updates on which candidates have been submitted to end clients, shortlisted, interviewed, offered, or placed.
  • Shared Tracking Sheet: To facilitate this, the Service Provider will provide an online tracking sheet (shared document or dashboard) showing all candidates introduced. The Client agrees to update this regularly as candidates progress through the recruitment process.
  • Alternative Reporting Option: If the Client prefers, they may share access to their own hiring dashboard or pipeline to maintain transparency and provide a clear overview of candidate status.
  • Importance of Transparency: This transparency is critical to ensure the Service Provider does not need to follow up repeatedly and can accurately monitor placements and outcomes.
  • Non-Cooperation: If the Client fails to provide timely updates or does not cooperate in maintaining visibility of candidate progress, the Service Provider reserves the right to pause sourcing and outreach activity until communication and updates resume. Continued non-cooperation beyond fourteen (14) days may result in termination of the Agreement without liability to the Service Provider.
  • Good Faith Obligation: Both parties agree to act in good faith and maintain open, transparent communication throughout the Agreement, ensuring that all candidate activities and placements arising from the Service Provider’s work are reported accurately and without delay.
  • Placement Verification: In the event of a dispute regarding whether a candidate introduced by the Service Provider has been placed, the Client agrees to provide reasonable evidence (such as anonymised payment confirmation or contract extract) to verify the outcome, sufficient for the Service Provider to confirm entitlement to payment.

5. Use of Branding, Communication and Outreach

  • All outreach and communication performed by the Service Provider will be conducted under the Client’s brand, ensuring that candidates perceive communication as originating directly from the Client.
  • The Service Provider may conduct outreach and communication via LinkedIn and email, using the Client’s LinkedIn account and/or email accounts under the Client’s domain, managed through the Service Provider’s systems for delivery, replies, opt-outs, and GDPR compliance.
  • If the Client does not provide an email account under their own domain for outreach, the Service Provider may, with the Client’s written approval, set up a subdomain under the Service Provider’s infrastructure that includes the Client’s brand name (for example, clientname.trgvs.com). This subdomain will be configured to forward or redirect to the Client’s main website, ensuring all communication appears legitimate and brand-consistent.
  • All LinkedIn and email activity will be conducted in a transparent, brand-aligned, and GDPR-compliant manner, with message content and tone consistent with the Client’s communication standards.

6. Use of Tools and Systems

  • The Service Provider will use its own tools, systems, and platforms to perform sourcing and outreach activities under these Terms. These may include, but are not limited to, LinkedIn, professional databases, and job boards.
  • The Service Provider does not guarantee the use of any specific tools, job boards, or platforms, and reserves the right to determine the most appropriate methods and resources for each assignment. For UK-based sourcing, the Service Provider may utilise LinkedIn together with a premium job board; for international roles, sourcing may be conducted primarily through LinkedIn.
  • If the Client has access to its own in-house tools, platforms, or job boards, the Client may provide the Service Provider with temporary access for the duration of the sourcing assignment to help extend and diversify the candidate pool. In such cases, the Service Provider agrees to use the Client’s systems responsibly and solely for the purpose of performing the agreed services.
  • All tools, systems, and accounts owned or operated by the Service Provider remain its exclusive property, and the Client shall have no right of access to or ownership of such systems or data beyond what is delivered as part of the agreed services.

7. Resource Allocation and Capacity Management

  • The Service Provider will allocate sourcing and outreach resources to the Client based on operational capacity, the number of active roles, and the Client’s level of engagement, responsiveness, and cooperation.
  • Priority will be given to active Clients with live roles, up-to-date communication, and a valid commitment deposit. Clients who fail to provide timely feedback, detailed briefs, or role updates may experience reduced priority or temporary pauses in service delivery.
  • The Service Provider may allocate a dedicated Resourcer to the Client, who will act as an extension of the Client’s team and work closely to gather role details, understand hiring requirements, and optimise candidate quality and speed of delivery.
  • The Service Provider reserves the right to manage workload across multiple Clients to ensure fairness and quality in service delivery. Resource allocation does not constitute a guaranteed level of output or exclusive service capacity unless otherwise agreed in writing.
  • Both parties acknowledge that successful outcomes depend on effective collaboration. The Client agrees to provide timely feedback on submitted candidates and maintain clear communication to enable the Service Provider to prioritise resources efficiently.

8. Invoice Issuing

  • Once a candidate introduced by the Service Provider is confirmed as placed by the Client with one of its end-clients, the Service Provider will issue an invoice for the agreed success fee.
    • The invoice will specify:
    • The candidate’s name
    • The role title
    • The start date
    • The Client’s placement fee amount
    • The calculated Service Provider fee (15% or 20%)
  • The invoice will be sent electronically via email to the Client’s designated billing contact or accounts department. If no specific billing contact has been provided, the invoice will be sent directly to the Client’s primary business email address used for correspondence under these Terms.
  • The Client agrees to settle the invoice within 14 days of receiving payment from their end-client. Where payment from the end-client is unreasonably delayed beyond 90 days from the candidate’s start date, the Client shall notify the Service Provider in writing, and both parties will agree on a fair revised payment timeline in good faith.
  • Once the Client has received payment from their end-client, the Service Provider’s invoice becomes due in full. If payment is not received by the Service Provider within the agreed timeframe following the Client’s receipt of such payment, the Service Provider reserves the right to charge a statutory late payment fee in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, and may recover any reasonable administrative or legal costs incurred in pursuing overdue amounts.

9. Ownership Period

Any candidate introduced by the Service Provider will be considered owned by the Service Provider for a period of 12 months from the date of introduction. If such a candidate is placed by the Client (or their client) within that period, the success fee applies, regardless of whether the Agreement is still active.

10. Confidentiality

Both parties agree to maintain confidentiality of all shared data, contacts, client details, and candidate information. The Service Provider agrees not to approach or contact the Client’s end clients directly for any reason.

11. Data Protection & UK GDPR Compliance

  • Both parties shall comply with all applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
  • The Service Provider shall act as a data controller for candidate data it sources and shall only share such data with the Client for the purpose of recruitment and placement.
  • The Client agrees to handle all candidate data provided by the Service Provider in strict accordance with UK GDPR, ensuring that:
    • Candidate data is stored securely and only accessible to authorised personnel.
    • Data is used solely for recruitment purposes related to the agreed roles.
    • Candidate information is not shared with any third party without the candidate’s consent or legal basis.
    • Any data subject rights requests (e.g. access or deletion) are communicated promptly to the Service Provider.
  • The Client must not retain or process candidate data beyond 12 months from receipt unless a lawful basis for retention exists under UK GDPR.
  • The Client indemnifies the Service Provider against any loss, damage, or penalty arising from a breach of UK GDPR obligations by the Client or its representatives.
  • The Service Provider may process data using compliant third-party systems for sourcing, outreach, communication, and storage, ensuring all such systems meet UK GDPR standards.
  • Both parties agree to promptly report any data breach involving candidate information to the other party and, where required, to the Information Commissioner’s Office (ICO).

12. Term and Termination

  • The Agreement will commence on the Effective Date and will continue on a rolling basis unless terminated by either party at any time by written notice.
  • Either party may also terminate the Agreement with immediate effect by written notice if the other party commits a material breach of the Agreement, fails to cooperate, provide necessary information, or respond to reasonable communications within a reasonable timeframe, acts in a manner that obstructs or delays the proper performance of services, or if continuing the engagement becomes commercially, operationally, or ethically unfeasible.
  • Termination does not affect the Service Provider’s right to payment for any candidates introduced prior to termination.
  • Any placements made within twelve (12) months of a candidate’s initial introduction by the Service Provider will remain subject to the agreed success fee, regardless of whether the Agreement is active or has been terminated.
  • Termination or expiry of the Agreement will not affect the continuation in force of any provisions which, by their nature, are intended to survive termination, including those relating to payment, confidentiality, data protection, and ownership of candidate introductions.

13. Notices

Any written notices under the Agreement shall be sent by email to the parties’ main business email addresses used for correspondence, unless otherwise specified in writing. Notices shall be deemed received on the date of sending, provided no delivery failure notification is received.

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