Hirer Terms

This is the commercial contract between Bontra and a hiring company ("Hirer"). It contains the fee and placement terms that govern our recruitment services. It is a separate document from, and should be read alongside, the Bontra Platform Terms and the Bontra Privacy Policy. These Hirer Commercial Terms are accepted via a dedicated clickwrap step during company onboarding, before the company user can proceed with the rest of onboarding or use any commercial feature of the Bontra platform. The full document is also available for public reading at /hirer-terms. The accepting person warrants that they have authority to bind the Hirer.

Key terms summary

Before the full terms below, here is a plain-language summary of the most commercially material clauses. The summary does not replace the full terms. It is provided to draw your attention to the onerous provisions before you accept.

• Fee: Bontra charges 10% of the candidate's Fee Basis when you hire a candidate Bontra introduced to you.
• Placement trigger: A "placement" happens when an introduced candidate accepts a written offer from you.
• Anti-circumvention: If Bontra introduced a candidate to you, and within 12 months of that introduction you hire that candidate in any capacity (including via a different recruiter, or for a different role), the full fee is payable.
• Rebate: If an introduced candidate leaves within 90 calendar days of their start date, you are entitled to a 100% rebate against the fee, subject to the exclusions in §4.
• Authority: By accepting these terms, you warrant that you have authority to bind the Hirer.
• Bontra is a regulated employment agency under Employment Agencies Act 1973, section 13(2), and subject to the Conduct of Employment Agencies and Employment Businesses Regulations 2003.

1. Parties and definitions

1.1 Parties

• Bontra: Bontra Limited, a company registered in England and Wales (company number 17046966), with its registered office at 24D Lupus Street, Pimlico, London, SW1V 3DZ ("Bontra", "we", "us", "our").
• Hirer: the hiring company on whose behalf these Hirer Commercial Terms are accepted, as identified by the company name entered during company onboarding and subsequently recorded in Bontra's records ("the Hirer", "you", "your").

1.2 Definitions

In these Hirer Commercial Terms:

• "Candidate" means a work-seeker who has a Bontra candidate account, has granted the data-sharing consent under the Privacy Policy, and has been or is proposed to be introduced to the Hirer.
• "Introduction" means the event at which Bontra shares identifying information about a Candidate with the Hirer. Introductions are recorded in Bontra's disclosure audit records, which are the authoritative record of the fact, date, and recipient of each Introduction.
• "Candidate Data" means the Candidate information Bontra makes available to the Hirer after an Introduction, including the Candidate's profile, introduction history, generated CV preview copy, extracted-text fallback where Bontra provides full-profile-stage CV access, and contact details where Bontra shows them at the full-profile review stage for that Introduction.
• "Placement" means the engagement of a Candidate by the Hirer (or any of the Hirer's affiliates, group companies, subsidiaries, clients, or agents) in any capacity, including but not limited to: permanent employment, fixed-term employment, part-time employment, consultancy, contractor arrangements via a personal service company or umbrella company, interim roles, secondments, and non-executive positions. "Placement" includes engagements arranged through a different recruiter, arranged by the Hirer directly, or arising from any contact or process initiated after the Introduction.
• "Fee Basis" means the figure used to calculate Bontra's fee. For permanent, fixed-term, part-time, secondment, interim, and non-executive Placements, it means the contractually agreed gross annual base salary payable to the Candidate for the first 12 months of the Placement, excluding bonuses, commission, equity, benefit-in-kind, car allowance, pension contributions above the statutory minimum, and reimbursable expenses. For part-time Placements, the full-time equivalent is used. For contractor or consultancy Placements, the Fee Basis is: [agreed day rate] × [number of contracted working days in the initial engagement term].
• "Acceptance Date" means the date on which these Hirer Commercial Terms are accepted by an authorised representative of the Hirer via the dedicated clickwrap step during company onboarding.
• "Conduct Regulations" means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (SI 2003/3319), as amended.
• "UK GDPR" means the United Kingdom General Data Protection Regulation as it forms part of retained EU law under the European Union (Withdrawal) Act 2018, together with the Data Protection Act 2018.

1.3 Interpretation

• Headings are for convenience only and do not affect interpretation
• "Including" and "in particular" are not words of limitation
• References to a statute include any subsequent amendment or re-enactment
• The singular includes the plural and vice versa
• Any obligation to do something includes an obligation not to allow it to be done by others

2. Nature of the service

2.1 Employment agency status

Bontra acts as an employment agency within the meaning of section 13(2) of the Employment Agencies Act 1973. Bontra finds work-seekers for hiring employers; when a Candidate is hired, they become the employee (or contractor, as applicable) of the Hirer, not of Bontra.

Bontra is not an employment business. Bontra does not employ Candidates, does not supply Candidates on contract, does not pay wages, and is not party to the employment or engagement contract between the Hirer and the Candidate.

2.2 Services provided

Bontra provides the following services to the Hirer:

• Sourcing: identifying Candidates whose profiles and preferences appear to match the Hirer's stated role requirements
• Screening: collecting and structuring Candidate information, including CV and question responses (see Privacy Policy §5)
• Matching: comparing Candidate profiles and preferences with the Hirer's stated role requirements
• Introduction facilitation: initiating the Introduction of Candidates identified as potentially relevant to the Hirer, with appropriate PII disclosure controls and verified recipient validation
• Coordination: assisting with interview scheduling and follow-up, and collecting feedback from both Candidate and Hirer on Introduction outcomes

2.3 Direct hire model

All Candidates are hired directly by the Hirer. The employment, contractor, or other engagement contract is exclusively between the Hirer and the Candidate. Bontra is not a party to that contract and does not represent either side in negotiations about its terms.

2.4 No guarantee of outcomes

Bontra does not warrant or guarantee that any particular Candidate will be Introduced, that any particular Introduction will result in a Placement, or that the Hirer will find a suitable Candidate for any particular role. Bontra's obligation is to provide the services listed in §2.2 with reasonable care and skill.

3. Fees

This section is the central Regulation 17 fee clause. It is deliberately set out in full detail because the fee is a material and onerous provision and we want no ambiguity about it.

3.1 Fee amount

On each Placement, the Hirer will pay Bontra a fee calculated as:

10% of the Candidate's Fee Basis, exclusive of VAT.

VAT will be added to each invoice at the prevailing rate if Bontra is VAT-registered at the time of invoicing. If Bontra becomes VAT-registered after the Acceptance Date, the Hirer will be notified and VAT will apply to subsequent invoices only.

The fee is payable in British pounds sterling (GBP) unless otherwise agreed in writing.

3.2 Fee trigger - what counts as a Placement

A Placement occurs when the Candidate accepts a written offer from the Hirer, whether that offer is for:

• Permanent employment (full-time or part-time)
• Fixed-term employment
• Contractor or consultancy engagement
• Secondment or interim arrangement
• Non-executive position
• Any other form of paid engagement whether or not a formal employment contract is executed

A Placement occurs whether the Candidate was:

• Introduced by Bontra and progressed directly through Bontra's workflow
• Introduced by Bontra and progressed through a different channel (see §5 anti-circumvention)
• Engaged for the specific role for which they were Introduced, or for a different role at the Hirer

Withdrawal of a Candidate before offer acceptance does not constitute a Placement.

3.3 Offer and Placement notification obligation

The Hirer will notify Bontra in writing (by email to [email protected]) of:

• Any written offer made to a Candidate, within seven (7) calendar days of the offer date
• The outcome of that offer (accepted, rejected, withdrawn, or still pending), within seven (7) calendar days of the Hirer becoming aware of the outcome
• Any Placement, within seven (7) calendar days of the Candidate's written offer acceptance

Notification must include:

• The Candidate's name (or pseudonymised identifier if Bontra already holds it)
• The offer date, outcome, and start date where known
• First-year gross base salary, or day rate and number of contracted working days for contractor Placements
• The nature of the engagement (permanent, fixed-term, contractor, part-time, etc.)
• The role title and reporting line

Failure to notify does not extinguish the fee. If Bontra discovers a Placement through its own records, publicly available information, a follow-up from the Candidate, or any other means, Bontra may invoice the Hirer for the fee with effect from the actual Placement start date, and the notification obligation is deemed breached.

3.4 Invoicing

• Bontra may issue an invoice for the fee once the Candidate accepts the offer
• The invoice will include: the fee amount, VAT (if applicable), the Candidate's name and start date, the Fee Basis used in the calculation, a reference to the original Introduction, the rebate cut-off date, and payment instructions
• Invoices are payable within 14 calendar days of the Candidate's start date (or, if the invoice is issued after the start date, within 14 calendar days of the invoice date)

3.5 Late payment

Late payments attract interest at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998 from the date payment was due until the date of actual payment. Bontra is also entitled to recover the statutory fixed sum under that Act and any reasonable costs of recovery.

3.6 No deduction or set-off

The Hirer will pay the fee in full without any deduction, set-off, or withholding, except as required by law. If the Hirer believes it is entitled to a rebate under §4, it must pay the invoice in full and the rebate will be applied as a credit note against future fees (or, if no future fees are anticipated, as a direct refund).

4. Rebate and notice

This section covers the rebate arrangement and constitutes the Regulation 17 "notice period requirements" under the Conduct Regulations.

4.1 90-day full rebate

If a Candidate who was the subject of a Placement leaves the Placement (whether by resignation, dismissal for cause, or mutual agreement) within the first 90 calendar days from their start date, the Hirer is entitled to a 100% rebate against the original fee, subject to the exclusions in §4.3.

The 90-day cut-off date will be shown on the invoice for clarity. If it is not shown on the invoice, the 90-day period is still calculated from the Candidate's actual start date.

4.2 Rebate application

• The Hirer must notify Bontra of the Candidate's departure in writing within 7 calendar days of the departure date, including the departure date, evidence that the employment or engagement ended within the 90-day period, and a brief factual description of the reason
• Bontra will verify the departure (by direct confirmation from the Candidate where possible) and issue a credit note or refund within 30 days of the departure notification
• The rebate applies once per Candidate per Placement - if the Candidate is re-hired (including for a different role, a different department, or after a break) the full fee applies again under §3 and §5

4.3 Rebate exclusions

No rebate is due where the Candidate's departure is caused by:

• The Hirer's material breach of the employment or engagement contract (including but not limited to: failure to pay agreed wages, unlawful discrimination, harassment, unsafe working conditions, unilateral material change to the role without the Candidate's consent)
• Redundancy or restructuring initiated by the Hirer
• Closure of the Hirer's business or insolvency of the Hirer
• The Hirer's failure to provide the working conditions, remuneration, or job responsibilities represented to the Candidate during recruitment

In each of these cases, the full fee remains payable and no rebate is due.

4.4 Notice period (Regulation 17 requirement)

• Either party may give 30 calendar days' written notice to terminate the ongoing relationship under these Hirer Commercial Terms. This notice does not affect fee obligations for Introductions already made or for Placements within the anti-circumvention window (§5)
• The notice requirement satisfies Regulation 17 of the Conduct Regulations as regards notice periods

5. Anti-circumvention and transfer

This section implements the Regulation 17 "transfer fee arrangements" requirement and protects Bontra against circumvention of the fee model.

5.1 Anti-circumvention window

For 12 calendar months from the date of Introduction, if the Hirer or any person connected to the Hirer (including group companies, subsidiaries, parents, affiliates, joint-venture partners, contracting clients, and service recipients) engages the Candidate in any capacity listed in §3.2, the full fee under §3.1 is payable to Bontra.

This applies:

• Whether or not the Hirer initially rejected, declined, or did not progress the Candidate at the time of the original Introduction
• Whether the Candidate was subsequently identified through a different recruiter, a different job board, the Candidate's own direct application, or any other channel
• Whether the Placement is for the original role, a different role, a more senior role, a more junior role, or a different department
• Whether the Candidate approached the Hirer or the Hirer approached the Candidate

The 12-month window is measured from the most recent Introduction of the Candidate to the Hirer. If the Candidate is Introduced multiple times (e.g., for different roles), each Introduction resets the clock.

5.2 Transfer to third parties

If the Hirer transfers a Candidate to a third party within the 12-month window - for example, by introducing them to another employer, a group company, a client of the Hirer, or any other organisation - the transfer is deemed a Placement for the purposes of §3.1 and the full fee is payable.

The Hirer cannot avoid the fee by routing a Placement through another entity.

5.3 Extension of temporary arrangements

If a Placement begins as a temporary arrangement (e.g., a 6-month contractor engagement) and is later extended beyond its original term, no additional fee is payable - the original fee under §3.1 covers the entire Placement, however extended. The fee model is one-off, not recurring.

5.4 Evidence of Introduction

Bontra's disclosure audit records are the authoritative record of when and to whom each Introduction was made. The Hirer accepts that:

• Entries in this log, together with the corresponding Introduction email timestamps, constitute sufficient evidence of the fact and date of each Introduction
• The Hirer has access to its own Introduction emails and can verify the log entries against them
• Disputes about whether a Candidate was in fact Introduced by Bontra will be resolved by reference to these logs, subject to §10 (dispute resolution)

5.5 Exclusions

The anti-circumvention provision does not apply where:

• The Candidate was demonstrably in the Hirer's active recruitment pipeline (with documented prior contact) before Bontra's Introduction, and the Hirer notifies Bontra of that prior active process within 7 calendar days of the Introduction, with written evidence of the prior contact and current process status
• More than 12 months have elapsed since the most recent Introduction

6. Authority warranty

This is the critical authority warranty. It is surfaced explicitly in the clickwrap checkbox label during company onboarding and reproduced here for contractual completeness.

6.1 Authority to bind

The individual accepting these Hirer Commercial Terms on behalf of the Hirer warrants and represents that:

• They are an officer, employee, or other duly authorised representative of the Hirer
• They have the necessary authority to bind the Hirer to these Hirer Commercial Terms
• Their acceptance creates a legally binding contract between Bontra and the Hirer under English law

6.2 Informed acceptance

The accepting individual further warrants that:

• They have read these Hirer Commercial Terms in full before accepting them
• They understand the fee, placement trigger, rebate, and anti-circumvention provisions
• They accept these terms with knowledge of their commercial implications

6.3 Personal liability for false warranty

If the warranty in §6.1 or §6.2 is untrue in any material respect - for example, if the accepting individual did not in fact have authority to bind the Hirer, or if they accepted without reading - the accepting individual may, in addition to any claim Bontra has against the Hirer, be personally liable to Bontra for any loss, cost, damages, or legal fees arising from the false warranty.

This provision is intended to deter unauthorised acceptances and to ensure that the person clicking "I accept and have authority" takes the warranty seriously.

6.4 Deemed acceptance by the Hirer

Where the Hirer subsequently uses Bontra's services (receives Introductions, hires Candidates, etc.) after the clickwrap acceptance, the Hirer is deemed to have ratified the acceptance regardless of whether the accepting individual had actual authority at the moment of clickwrap. In such cases the Hirer is bound by these Terms even if the original acceptance was unauthorised at the time it was made.

7. Candidate data and confidentiality

7.1 Independent controller status

Once Bontra Introduces a Candidate to the Hirer, the Hirer becomes an independent data controller (not a joint controller with Bontra) for the copy of Candidate data it holds. This means the Hirer has its own obligations under the UK GDPR in respect of that data.

7.2 Permitted use of Candidate data

Candidate data received through an Introduction is confidential and may be used only for the purpose of:

• Evaluating the specific Candidate for the specific role for which they were Introduced (or, within the anti-circumvention window, any other role the Hirer is considering them for)
• Conducting interviews, reference checks, and other recruitment steps with the Candidate's cooperation
• Making a hiring decision
• Retaining a record of the decision for internal HR and audit purposes

Where Bontra makes a generated CV preview copy or extracted-text fallback available in the portal, that copy or fallback is Candidate Data under these Terms. It may be accessed only after the Hirer chooses to view the full profile for that specific Introduction through Bontra, and only by authorised company users with current Hirer Terms. Candidate contact details may also be available at that full-profile stage. The candidate's original uploaded CV is not provided to companies through the portal. CV preview copies, extracted-text fallbacks, and contact details must not be requested, stored, or forwarded for speculative roles outside the Introduction or for any purpose unrelated to evaluating that Candidate.

The Hirer will not:

• Share Candidate data with any third party outside the Hirer without the Candidate's prior written consent (exceptions: legitimate internal service providers subject to appropriate data processing agreements; regulators and courts as required by law)
• Use Candidate data for any purpose other than evaluating the Candidate for a specific role
• Retain Candidate data longer than necessary - once the Hirer has decided not to progress the Candidate, the Hirer will delete its copy within a reasonable period. A 60-day default deletion period is recommended for declined candidates

7.3 UK GDPR compliance by the Hirer

The Hirer acknowledges that it is an independent data controller for the Candidate data it receives and agrees to:

• Comply with the UK GDPR in its handling of Candidate data
• Provide appropriate information to the Candidate about the Hirer's processing (typically via the Hirer's own privacy notice for prospective employees)
• Respond to any Candidate data subject rights request made to the Hirer directly

7.4 Erasure requests

If Bontra receives an erasure request from a Candidate, Bontra will send a candidate-data deletion request email to the Hirer under Article 19 of the UK GDPR. On receipt of such an email, the Hirer will delete its copy of the Candidate's data promptly, subject to any legal retention obligations of its own (for example, employment records for an actually-hired Candidate).

Bontra does not ask for a reply confirming deletion, and does not monitor or verify whether the Hirer has deleted its copy. Because the Hirer holds the Candidate's data as an independent controller (§7.1), the erasure obligation runs from the Hirer to the Candidate, not from the Hirer to Bontra. Bontra's own Article 19 obligation is discharged by sending the notice. Nothing in this §7.4 limits the Candidate's right to make an erasure request to the Hirer directly.

7.5 Confidentiality obligation survives termination

The obligations of confidentiality and lawful handling in this §7 survive termination of these Hirer Commercial Terms. They apply indefinitely in respect of data received before termination.

8. Mutual obligations

8.1 Hirer obligations

The Hirer will:

• Provide accurate role information (Regulation 18A Conduct Regulations): when posting or confirming a job description, provide accurate and complete information about the role, including nature of the position, location, duties, hours, experience requirements, qualifications, remuneration, benefits, start date, and any health and safety risks
• Notify Bontra promptly of any material change to an open role (salary range, location, job title, requirements), and of any decision to close or cancel the role
• Notify Bontra of Placements in writing within 7 days of offer acceptance, and notify Bontra of offers and offer outcomes, per §3.3
• Cooperate with interview coordination - respond to scheduling requests, provide feedback on interviews, and communicate hiring decisions to Candidates and Bontra in a timely manner
• Treat Candidates lawfully and non-discriminatorily under the Equality Act 2010 and other applicable anti-discrimination law
• Pay invoices on time per §3.4
• Comply with anti-circumvention obligations under §5
• Handle Candidate data lawfully per §7
• Authorise permitted brand use for company names, trading names, logos, job descriptions, and other brand materials that the Hirer provides, approves, or publicly uses to identify its business: Bontra may use those materials for candidate-facing role summaries, introductions, job advertising, customer-reference statements, and Bontra marketing connected with the service. Bontra will not imply a wider endorsement, partnership, or sponsorship unless the Hirer has approved that wording. If the Hirer asks Bontra to stop using a particular logo or to use updated brand materials, Bontra will make reasonable updates prospectively

8.2 Bontra obligations

Bontra will:

• Screen and match Candidates using reasonable care and skill, via the service described in §2.2
• Only Introduce Candidates who have granted the data-sharing consent purpose and whose profile appears relevant to the Hirer's stated requirements
• Provide role-relevance information derived from Candidate-provided data and the Hirer's stated requirements. Candidate-provided information (qualifications, experience, right to work, FCA regulatory status) is not independently verified by Bontra beyond reviewing supplied information. The Hirer retains responsibility for its own pre-employment checks and fit-and-proper assessments (e.g. SM&CR F&P, right-to-work verification)
• Maintain records as required by Regulation 29 of the Conduct Regulations and the Privacy Policy
• Provide reasonable cooperation with the Hirer's recruitment processes
• Handle the Hirer's confidential job information (unposted requisitions, internal reasons for rejection, salary bands) with reasonable care
• Comply with the UK GDPR as the data controller for Candidate data on the Bontra platform

8.3 No hire quotas

Bontra does not commit to delivering any specific number of Candidates, Introductions, or Placements. Bontra's obligation is to provide the services listed in §2.2 with reasonable care and skill.

9. Term and termination

9.1 Term

These Hirer Commercial Terms take effect from the Acceptance Date and continue in force until terminated in accordance with this §9.

9.2 Termination for convenience

Either party may terminate these Hirer Commercial Terms by giving the other 30 calendar days' written notice. Notice from Bontra is sent to the email address of the linked company user; notice from the Hirer is sent to [email protected].

9.3 Termination for material breach

Either party may terminate these Hirer Commercial Terms immediately by written notice if the other party:

• Commits a material breach of these Terms that is not remedied within 14 days of written notice specifying the breach and requiring its remedy
• Commits a material breach that is not capable of remedy
• Becomes insolvent, enters administration, has a receiver appointed, passes a resolution for winding-up, has a winding-up petition presented, or suffers any equivalent insolvency event

9.4 Survival

The following provisions survive termination of these Hirer Commercial Terms and continue to bind the parties:

• §3 (Fees): for any Introductions made before termination, including any Placements that occur after termination but within the 12-month anti-circumvention window starting from the Introduction date
• §4 (Rebate and notice): for any Placement that occurred before termination
• §5 (Anti-circumvention and transfer): for the full 12 months from the latest Introduction, regardless of when termination occurred. Termination does not release the Hirer from anti-circumvention obligations
• §6 (Authority warranty): continues in respect of past acceptances
• §7 (Candidate data and confidentiality): applies indefinitely in respect of Candidate data received before termination
• §10 (Dispute resolution and governing law): applies to any dispute arising before or after termination
• §12 (Limitation of liability): applies to any claim arising before or after termination

9.5 Effect of termination

Except as stated in §9.4, termination ends the parties' ongoing obligations. Bontra will stop creating new Introductions for the Hirer after the termination effective date. Any pending Introductions may, at Bontra's discretion, be completed or cancelled.

10. Dispute resolution and governing law

10.1 Good-faith discussion

If a dispute arises between the parties under these Hirer Commercial Terms - for example, a disagreement about whether a fee is payable, whether a rebate applies, or whether the anti-circumvention provision has been triggered - the parties will first attempt to resolve the dispute by good-faith discussion for a period of 30 calendar days from the date the dispute is first raised in writing.

10.2 Mediation (optional)

If the dispute cannot be resolved by discussion, the parties may, by mutual written agreement, submit the dispute to mediation under a recognised UK mediation scheme (such as CEDR). Mediation is optional and non-binding; neither party is obliged to mediate, and either party may proceed to court proceedings under §10.3 without mediating first.

10.3 Jurisdiction

Subject to §10.1 (good-faith discussion period), any dispute arising from or in connection with these Hirer Commercial Terms is subject to the exclusive jurisdiction of the courts of England and Wales.

10.4 Governing law

These Hirer Commercial Terms, and any non-contractual obligations arising out of or in connection with them, are governed by and construed in accordance with the laws of England and Wales.

10.5 Interaction with Conduct Regulations

Nothing in this §10 limits or excludes:

• The statutory powers of the Employment Agency Standards Inspectorate (EAS) under section 9 of the Employment Agencies Act 1973 to inspect records and investigate complaints
• The Hirer's statutory rights under the Late Payment of Commercial Debts (Interest) Act 1998
• Any other mandatory statutory right that cannot be excluded by agreement

11. Conduct Regulations 2003 compliance

This section is not strictly required to be in the contract but is included to give the Hirer and any inspector clear visibility of Bontra's regulatory posture.

11.1 Statutory status

Bontra is an employment agency within the meaning of section 13(2) of the Employment Agencies Act 1973. The licensing requirement of that Act was repealed in Great Britain by the Deregulation and Contracting Out Act 1994, so Bontra does not hold (and does not need to hold) an agency licence.

Bontra is subject to the Conduct of Employment Agencies and Employment Businesses Regulations 2003, which impose operational obligations on employment agencies. Bontra complies with those obligations.

11.2 Regulation 17 - terms with hirers

These Hirer Commercial Terms, accepted via a dedicated clickwrap step during company onboarding, are Bontra's written terms with the Hirer under Regulation 17. They cover:

• Details of fees and commissions payable (§3)
• Whether the worker is employed by the Hirer or the agency (§2 - direct hire only; not an employment business)
• The minimum period of engagement and transfer fee arrangements (§5)
• Notice period requirements (§4.4)

11.3 Regulation 18 - terms with work-seekers

Bontra's terms with work-seeking Candidates are set out in the Bontra Platform Terms §A Candidate Terms. Candidates are not charged fees (section 6(1) Employment Agencies Act 1973) and are informed of Bontra's employment agency status before they use the service.

11.4 Regulation 18A - information from hirers

The Hirer agrees under §8.1 to provide accurate information about the role, including the matters required by Regulation 18A: identity of the hirer, nature of the position, location, duties, hours, experience and qualification requirements, remuneration and benefits, start date, and any health and safety risks.

11.5 Regulation 29 - record-keeping

Bontra retains records of requests from hirers for workers, details of Introductions and Placements, copies of these written terms, and fee records, in compliance with Regulation 29. These records are retained for a minimum of 1 year from creation, and may be retained longer for contractual limitation purposes (typically 6 years for fee records).

11.6 Inspection

The Employment Agency Standards Inspectorate (EAS) may inspect Bontra's records under section 9 of the Employment Agencies Act 1973. Bontra will cooperate fully with any lawful inspection. The Hirer acknowledges that records of the Hirer's Introductions and Placements may be subject to such inspection.

12. Limitation of liability

12.1 Cap on Bontra's liability

To the fullest extent permitted by law, Bontra's total aggregate liability to the Hirer under or in connection with these Hirer Commercial Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the fees paid by the Hirer to Bontra for the Placement, Introduction, or disputed matter giving rise to the claim.

If the claim is not tied to a specific Placement, Introduction, or disputed matter, Bontra's liability is limited to the amount of fees paid by the Hirer to Bontra in the 12 months preceding the first event giving rise to the claim. If no fees have been paid in relation to the matter giving rise to the claim, Bontra's liability is limited to £100 (one hundred pounds sterling).

12.2 Excluded losses

Neither party is liable to the other for:

• Indirect, consequential, special, incidental, or exemplary losses or damages
• Loss of profit
• Loss of business, revenue, or anticipated savings
• Loss of goodwill or reputation
• Loss of opportunity
• Loss of data (other than the obligation to handle data lawfully under §7 and the Privacy Policy)

12.3 Exclusions that cannot be limited

Nothing in this §12 excludes or limits:

• Liability for death or personal injury caused by negligence
• Liability for fraud or fraudulent misrepresentation
• Any other liability that cannot be excluded or limited as a matter of English law
• The Hirer's obligation to pay fees under §3 and §5

12.4 Hirer's liability to Bontra

The Hirer's liability to Bontra for unpaid fees, breach of anti-circumvention, or breach of the confidentiality obligations in §7 is not subject to the cap in §12.1. Fee liabilities and anti-circumvention liabilities are direct contractual obligations and are recoverable in full.

12.5 Insurance

Each party is responsible for maintaining its own insurance cover appropriate to its activities. Neither party is obliged to name the other on its insurance policies.

13. General provisions

13.1 Entire agreement

These Hirer Commercial Terms, together with:

• The Bontra Platform Terms (which govern platform use)
• The Bontra Privacy Policy (which governs data handling)

constitute the entire agreement between Bontra and the Hirer in relation to the subject matter of these Terms. They supersede any previous agreement, representation, understanding, or arrangement between the parties relating to the subject matter, whether written or oral.

Neither party has relied on any statement, representation, or warranty that is not expressly set out in these Terms, the Platform Terms, or the Privacy Policy.

13.2 No partnership or joint venture

Nothing in these Hirer Commercial Terms creates a partnership, joint venture, agency (other than the specific employment agency function defined in §2.1), or employment relationship between Bontra and the Hirer. Neither party has authority to bind the other.

13.3 Assignment

• The Hirer may not assign, transfer, charge, or otherwise dispose of its rights or obligations under these Hirer Commercial Terms without Bontra's prior written consent
• Bontra may assign these Terms to a successor in interest (for example, an acquirer in a share or asset sale) without the Hirer's consent, provided the successor assumes all of Bontra's obligations

13.4 Subcontracting

Bontra may use third-party processors in the categories described in the Privacy Policy §8 to provide its services. Bontra remains responsible for the acts and omissions of its processors.

13.5 Notices

• To Bontra: notices must be in writing and sent by email to [email protected], or by post to 24D Lupus Street, Pimlico, London, SW1V 3DZ
• To the Hirer: notices will be sent by email to the email address on the linked company user's Bontra account, or to any other email address notified to Bontra in writing
• A notice sent by email is deemed received at the time of successful transmission (subject to any automated delivery failure notification)
• A notice sent by post is deemed received two business days after posting by first-class mail

13.6 Severability

If any provision of these Hirer Commercial Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision is severed from the Terms and the remaining provisions remain in full force and effect. The parties will negotiate in good faith to replace any severed provision with an enforceable provision that achieves, as closely as possible, the original commercial intent.

13.7 No waiver

No failure or delay by either party to exercise any right or remedy under these Terms is a waiver of that right or remedy. A waiver of any breach does not waive any subsequent breach.

13.8 Amendment by Bontra

Bontra may update these Hirer Commercial Terms from time to time. The mechanism for updates is:

• Patch updates (typos, formatting, clarifications that do not change substantive obligations) may be published without prior notice
• Minor updates trigger a mandatory legal notice but do not block product access or require a fresh clickwrap
• Major updates (material changes including any change to the fee rate, rebate schedule, or anti-circumvention window) trigger a re-consent flow: the next time the Hirer's linked user logs in, they are presented with the updated Terms and must accept the new version before continuing. Existing fee obligations and anti-circumvention windows from Introductions made under the previous version are unaffected

13.9 Force majeure

Neither party is liable for failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, government action, power failure, internet or telecommunications failure, or third-party service provider failure. Each party will notify the other promptly of any force majeure event and will use reasonable efforts to minimise its effect.

13.10 Third-party rights

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

14. Acceptance mechanism and evidential record

These Hirer Commercial Terms are accepted by the Hirer through the following mechanism:

14.1 Clickwrap during company onboarding

An authorised representative of the Hirer:

1. Creates a Bontra company user account using a verified work email or supported sign-in method
2. Is presented with these Hirer Commercial Terms before using commercial company features
3. Reads the prominent key terms summary, which highlights the fee percentage, the 12-month anti-circumvention window, and the authority warranty, and is given a prominent link to the full Hirer Commercial Terms
4. Ticks the required checkbox labelled: *"I have read the Hirer Commercial Terms and I confirm I have authority to bind the company I am registering to them."*
5. Clicks "Accept and continue"

This summary-plus-link presentation satisfies the *Interfoto v Stiletto* red-hand rule: the onerous clauses (fee, anti-circumvention, authority) are brought specifically and prominently to the accepting person's attention via the 3-bullet callout adjacent to the checkbox, with a prominent link to the full document for review before acceptance.

14.2 Evidential record

On acceptance, Bontra records the following audit data against the accepting user's account:

• Version of these Hirer Commercial Terms that was accepted
• Timestamp of acceptance
• IP address at the time of acceptance
• User agent (browser identifier) at the time of acceptance

This audit data is retained for the lifetime of the Hirer's account plus 6 years after termination (contract limitation period), as disclosed in the Privacy Policy §9.

14.3 No alternative acceptance mechanism

These Hirer Commercial Terms cannot be accepted by:

• Verbal agreement with a Bontra representative
• Email exchange
• Implied acceptance by using the service

The company-onboarding clickwrap is the sole acceptance mechanism. This ensures that every acceptance creates a verifiable audit record.

14.4 Notice and re-acceptance on version updates

Bontra classifies each update as a patch, minor, or major update, as described in §13.8.

• Patch updates are corrections or clarifications and do not trigger a prompt or legal-update notice.
• Minor updates are material enough to notify affected users, but do not block product access or require fresh clickwrap unless Bontra explicitly classifies the change as major.
• Major updates, including any materially broader commercial obligation, fee trigger, rebate period, anti-circumvention window, or new acceptance surface, require affected company users to accept the updated Hirer Terms before they continue using company features.

Where re-acceptance is required, it creates a new audit record and overwrites the previous stored version with the new version, timestamp, IP address, and user agent.