INDUSTRIES / RECRUITMENT

You placed the candidate. Do you keep the fee?

That answer lives in the client's Terms of Business, and it's usually decided by four clauses nobody read before the consultant signed. Rebate windows, a deleted transfer fee, introduction validity that expires, and an indemnity for someone you don't employ. Vern scores each against positions written from the ToBs you've already signed.

Meridian, Client Terms of Business
Round 1 · 18 clauses · 5 flagged
54 NEGOTIATE
CLAUSE PLAYBOOK DRAFTING
9.2 Rebate
Full refund to 12 weeks · breaches R-01
14 Adequate
9.5 Transfer fee
Deleted from their version entirely
22 Weak
12.3 Indemnity
Uncapped, for candidate conduct
18 Weak
7.4 Introduction validity
Three months, then the hire is fee-free
40 Adequate
4.1 Payment
60 days from month-end of invoice
44 Strong
TWO SCORES, NEVER AVERAGED 1.0 CREDIT
A CLAUSE CAN BE WELL DRAFTED AND STILL COST YOU THE FEE
THE PAPER
Client ToB and PSL
WHAT BITES
Rebates and transfers
PLAYBOOKS
Perm and contract
WHO RUNS IT
Ops or compliance
The six that decide whether you get paid

Where a placed fee quietly stops being yours.

These are the positions we'd draft first. Yours will differ by desk, perm and contract don't argue about the same things.

R-01

Rebate and refund

THEY ASK FOR

A full refund if the candidate leaves within twelve weeks, for any reason, including redundancy.

YOU'D ACCEPT

A sliding scale to eight weeks, replacement before refund, and nothing where the role is withdrawn.

A full refund at week twelve makes the fee an interest-free loan, and the consultant has already been paid commission on it.

R-02

Transfer and onward hire

THEY ASK FOR

Silence, or the clause deleted, so your candidate can move to a group company for nothing.

YOU'D ACCEPT

A transfer fee at the original rate if they move within the group inside twelve months.

The value you created follows the person, not the vacancy. A deletion here is the cheapest thing a client ever does to you.

R-03

Introduction validity

THEY ASK FOR

Three or six months, after which a hire from your CV is theirs for free.

YOU'D ACCEPT

Twelve months from introduction, evidenced by your submission record rather than their memory.

This is the clause behind every "he was already known to us" conversation you've ever lost.

P-02

Payment and set-off

THEY ASK FOR

Sixty days from month-end, a right of set-off, and payment conditional on the candidate starting.

YOU'D ACCEPT

Thirty days from invoice, 45 at real volume, no set-off, and weekly terms on contract placements.

Contractors are paid on Friday regardless of what the client's terms say. Sixty days from month-end is nearly ninety in practice.

L-04

Liability and vetting warranties

THEY ASK FOR

An uncapped indemnity for the candidate's acts, plus warranties on suitability you can't verify.

YOU'D ACCEPT

A cap at the fee for that placement, liability for your own negligence, and vetting to a stated standard.

Right to work, references and qualifications as declared, that you can stand behind. "Fit for the role" is not a warranty anyone can give.

X-01

Exclusivity and PSL terms

THEY ASK FOR

Exclusivity with no volume commitment, tiered rates set by them, and the right to pass your submissions to an MSP.

YOU'D ACCEPT

Exclusivity only against committed volume or a retainer, and no onward sharing of candidates you introduced.

Being on the list is not the same as getting the roles. Exclusivity without commitment is a discount you gave away for a promise.

One negotiation · click a round

Three rounds, two credits, one signed ToB.

The interesting part isn't the first review. It's what appeared in the version they sent back at the end.

Their Terms of Business, as received 54 NEGOTIATE 18 clauses · 5 flagged · 2 escalations
WHAT VERN FLAGGED
Full refund to twelve weeks, breaches R-01
Transfer fee clause deleted altogether
Uncapped indemnity for candidate conduct
Introduction valid for three months only
HOW YOU'D PLAY IT

Two escalations, so the order writes itself: the rebate first, the deleted transfer fee second, and the payment ask goes in as the thing you'll trade away. Suggested wording for each is in the review, so the consultant sends the redline the same afternoon instead of forwarding it to you.

One client, start to signature, three reviews 2.0 credits
PLAYBOOK ONE
Perm, the fee, and keeping it

Rebates, transfer fees, introduction validity, indemnities and exclusivity. Argued once per client, then reused on every role they send you.

R-01 rebateR-02 transferR-03 validityL-04 indemnityX-01 exclusivity
PLAYBOOK TWO
Contract, cash flow, and who carries the risk

A different argument entirely: timesheet approval, payment cycles, status determinations, substitution, conversion fees and insurance levels.

T-01 timesheetsW-04 weekly payS-03 substitutionC-05 conversionINS-02 cover

Splitting them matters because a contract ToB scored against perm positions tells you nothing useful. Both are set up in the same week, from agreements you've already signed.


Other sectors

The method is the same, whatever it is you sell.

What agencies ask us

The fair objections.

Our clients send their ToB and won't change a word.

The largest ones rarely move on rebate. They move on transfer fees and introduction validity far more often than agencies expect, because those clauses were never a policy, they were a template. Knowing which is which is worth as much as winning.

Can consultants do this themselves?

That's the design. Give seats to the people who negotiate, and let everyone else forward the ToB from an approved address, no seat, no licence, the review comes back to them.

Do you handle contractor and umbrella paper?

Yes, on its own playbook, timesheet approval, payment cycles, substitution, conversion fees. It's the desk where cash flow rather than the fee is the thing at risk.

What about IR35 and status determinations?

We review what the contract says against the position you've agreed, who determines status, who carries the liability, what happens on a challenge. What we don't do is give tax advice; that stays with your advisers.

We've already signed hundreds of these.

Good, that's what the playbook gets built from. Then run the accounts coming up for renewal first, since those are the ones you can still change.

We're six consultants. Too small?

No. Six consultants signing client ToBs with nobody in-house to check them is exactly the shape this was built for, and the package is sized to your volume rather than a tier you'd grow into.

Watch it score a client ToB like yours.

We'll write your six positions live on the call, run an anonymised client ToB through them, and show you which ones you've been giving away.