Covering the Supply of Temporary Workers (Part 1) and the Introduction of Permanent & Fixed Term Staff (Part 2). One agreement, one signature.
Issued for signature16 July 2026Strictly Confidential
§ Parties
(1)MorganMatch Limited: registered company no. 17329702, of Standon House, 21 Mansell Street, London, E1 8AA ("MorganMatch", "we" or "us"), operating the MorganMatch.ai platform and Matching Technology for the purposes of sourcing, matching and managing Temporary Resources and Candidates; and
(2)The person, firm, or corporate body registered to access and use the MorganMatch.ai platform, together with any subsidiary or associated person, firm, or corporate body to whom a Temporary Resource or Candidate is Introduced ("the Client").
References in this Agreement to "Morgan Hunt" mean Morgan Hunt UK Limited (company no. 04349535), of Standon House, 21 Mansell Street, London, E1 8AA — an associated company of MorganMatch which provides recruitment consultant support, payroll and other back-office services under an intercompany services agreement. Morgan Hunt is not a party to this Agreement.
§ Recitals
(A)MorganMatch.ai is an AI-first, human-backed talent platform operated by MorganMatch, combining automated candidate sourcing, matching and pre-screening technology with the expertise of Morgan Hunt's recruitment consultants, made available to MorganMatch under the Intercompany Services Agreement.
(B)MorganMatch carries on the business of sourcing and supplying temporary workers, and sourcing and Introducing permanent and fixed term staff, to provide services to its clients, including via the Platform's automated matching and speculative introduction functionality. Temporary workers may be engaged directly by MorganMatch or through Intermediaries.
(C)This Agreement is in two Parts: Part 1 governs the supply of Temporary Workers ("Assignments"); Part 2 governs the Introduction of permanent and fixed term Candidates for direct Engagement by the Client.
(D)MorganMatch will Introduce Temporary Resources and Candidates to the Client under the terms of this Agreement, whether that Introduction is made by a Morgan Hunt consultant or generated by the Platform's Matching Technology. No Temporary Resource or Candidate will be Introduced by name to the Client without that individual's prior consent, in accordance with clause 4.4 of Part 1 and clause 4.6 of Part 2.
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Part 1 — Supply of Temporary Workers
Applies whenever the Client instructs MorganMatch to supply a Temporary Resource for an Assignment. AWR, IR35, Timesheets and Charges apply only to Part 1.
1. Definitions and Interpretation
1.1 In this Part 1 the following definitions apply:
"Agency Worker"A Temporary Resource who meets the definition of Agency Worker as set out in Regulation 3 of the AWR.
"Apprenticeship Levy"The apprenticeship levy due in accordance with the Finance Act 2017 and the Income Tax (PAYE) (Amendment) Regulations 2017.
"Assignment"The period during which a Temporary Resource is supplied by MorganMatch to the Client.
"Charges"The charges notified to the Client before an Assignment starts, calculated as shown in Schedule 1.
"Conduct Regulations"The Conduct of Employment Agencies and Employment Businesses Regulations 2003.
"Data Protection Laws"The Data Protection Act 2018, UK GDPR, and any applicable statutory or regulatory provisions, in each case as amended from time to time including by the Data (Use and Access) Act 2025.
"Engagement"The engagement, employment or use of a Temporary Resource by the Client or any third party to whom the Temporary Resource has been introduced, whether directly or indirectly, on a permanent or temporary basis.
"Matching Technology"The automated systems, models and algorithms used by the Platform to identify, rank, filter, pre-screen and surface Temporary Resources and Candidates to the Client, whether in response to a specific Client instruction or proactively.
"Period of Extended Hire"Any additional period that the Client wishes a Temporary Resource to be supplied beyond the duration of the original Assignment instead of paying a Transfer Fee (Conduct Regulations).
"Platform"The MorganMatch.ai website, web application, and any associated APIs or integrations, through which Temporary Resources and Candidates are sourced, matched, pre-screened, surfaced or Introduced to the Client.
"Platform Protection Fee"Has the meaning given in clause 8.9.
"Platform Session"Any period during which the Client, or any person accessing the Platform on the Client's behalf, is logged into, browses, searches, views, messages through, or otherwise interacts with the Platform.
"Remuneration"Gross base salary or fees, fixed contractual benefits, allowances (including any car or travel allowance) and inducement payments, and all other fixed payments (taxable and non-taxable) payable to or receivable by a Temporary Resource. Discretionary bonuses and non-guaranteed commission are excluded. Where a company car is provided (rather than a car allowance), a notional amount will be added for the purposes of calculating the Transfer Fee.
"Speculative Introduction"An Introduction generated proactively by the Matching Technology or a Morgan Hunt consultant without a specific Client instruction, and made only after the relevant Temporary Resource or Candidate has confirmed their interest in being put forward.
"Temporary Resource"Any temporary worker Introduced or supplied by MorganMatch to provide Assignment Services to a Client, including an Agency Worker and any officer, employee, worker or representative of an Intermediary.
"Transfer Fee"The fee set out in Schedule 2 and payable in accordance with clause 8.
1.2–1.4 References to the singular include the plural and to the masculine include the feminine. Headings are for convenience only. Enactment references include any amendment, re-enactment or replacement.
2. The Agreement
2.1This Part 1, together with the Schedule(s) and any applicable Assignment Details Form, is the agreement between MorganMatch and the Client for the supply of Temporary Resources. It is deemed accepted by the Client by whichever is the earlier of: signature, the Client's request for or Engagement of a Temporary Resource, registration for or first log-in to the Platform, or the Client's "I Agree" action within the Platform.
2.2Unless otherwise agreed in writing by a director of MorganMatch, this Agreement shall prevail over any terms of business or purchase conditions put forward by the Client.
2.3No variation is valid unless agreed between a director of MorganMatch and the Client in writing.
2.5MorganMatch shall act as an employment business (Employment Agencies Act 1973, s.13(3)) when Introducing Temporary Resources for Assignments with the Client.
3. The Client's Obligations
Off-Payroll Rules
3.1–3.3Where the Client is an Exempt Organisation it will confirm this by Exempt Organisation Declaration within 7 days of request and review status annually. Where not exempt, the Client will provide a valid Status Determination Statement (SDS) to both the Temporary Resource and MorganMatch before each Assignment starts, review it every 12 months, and respond to SDS queries within 7 days.
CIS Scheme
3.4MorganMatch may supply CIS Operatives. The Client must determine and confirm in writing the supervision, direction or control (SDC) position before the Assignment starts. The Client will indemnify MorganMatch for any losses arising from an incorrect SDC determination.
Conduct Regulations
3.5–3.6Where the Conduct Regulations apply, the Client will provide full details of the role to be filled (type of work, location, hours, qualifications, health & safety risks, start date, duration) and confirms it knows of no reason why filling the Assignment would be detrimental to a Temporary Resource.
AWR
3.7–3.14The AWR apply where a Temporary Resource is an Agency Worker. The Client will comply with Regulations 12 and 13; provide details of prior Calendar Weeks worked in the same or similar role; provide Relevant Terms and Conditions details once the Qualifying Period is approaching; include Agency Workers in appraisal systems; and make appropriate adjustments for pregnant Agency Workers. All information supplied must be complete, accurate and up-to-date.
4. Information to be Provided by MorganMatch
4.1–4.3When Introducing a Temporary Resource, MorganMatch will inform the Client of: the Temporary Resource's identity; their experience, training and qualifications; their willingness to work in the Assignment; and the Charges. MorganMatch does not warrant that any AI-generated match, ranking or Speculative Introduction will be accurate, complete or suitable — a Morgan Hunt consultant will step in where needed.
4.4Before any Introduction which identifies a Temporary Resource is made to the Client — including a Speculative Introduction — MorganMatch will have contacted the Temporary Resource and obtained their consent to be put forward. The Matching Technology may surface anonymised or partial profiles ahead of that consent, but no identifying details will be shared until the Temporary Resource has confirmed their interest.
4.5No Temporary Resource will be removed or excluded from a live matching process solely by automated means. A trained reviewer within MorganMatch's compliance function will review and approve the Matching Technology's reasoning before Introductions are made, and before a shortlisted Temporary Resource is not progressed. See also clause 12.18.
5. Confirmation of Delivery / Timesheets
5.1–5.7Where Charges are based on time worked, the Client shall authorise MorganMatch's Timesheet at the end of each week confirming hours/days worked. By authorising, the Client confirms services have been provided satisfactorily. The Client must still pay the Charges even if it does not sign a Timesheet. Timesheets should be received by 14:00 on the Tuesday following the week to which they relate. The Client is responsible for preventing unauthorised use of the Timesheet service.
6. Charges
6.1The Charges are calculated as shown in Schedule 1. VAT is payable at the applicable rate on the entirety of the Charges.
6.2MorganMatch reserves the right to vary the Charges to comply with additional statutory liabilities (including Apprenticeship Levy, AWR, ITEPA, NICs Legislation, Pensions Act 2008) or where there is any variation in the Relevant Terms and Conditions.
6.3MorganMatch will invoice the Client on a weekly basis. The Client will pay the Charges within 14 days of the date of the invoice.
6.6Interest under the Late Payment of Commercial Debts (Interest) Act 1998 may be charged on unpaid amounts at 8% per annum above the Bank of England base rate.
6.7The Client will pay the Charges due under this clause 6 and has no right to set-off, deduct or withhold any sums due.
6.8MorganMatch will not refund any of the Charges.
7. Paying a Temporary Resource
7.1MorganMatch is responsible for ensuring that all Temporary Resources are paid. MorganMatch does not itself operate payroll: payroll services (including the deduction and payment of national insurance contributions and PAYE income tax under the NICs Legislation and ITEPA, where required) are performed by Morgan Hunt UK Limited, or by a SafeRec-approved umbrella company on Morgan Hunt's Preferred Supplier List, on MorganMatch's behalf. This arrangement does not affect the Client's obligations, which are owed to and discharged by payment to MorganMatch, nor MorganMatch's responsibility to the Client and the Temporary Resource under this Agreement.
7.2Where the Temporary Resource is engaged through an Intermediary, MorganMatch will pay the Intermediary Fees to the Intermediary, which will be responsible for paying the Temporary Resource subject to the relevant deductions.
8. Transfer Fees, Conversion Fee & Platform Protection
8.1The Client shall pay MorganMatch a Transfer Fee where MorganMatch Introduces a Temporary Resource and the Client either (a) Engages the Temporary Resource directly or through another employment business, or (b) introduces them to a third party who then Engages them — during the Assignment or within the Relevant Period.
8.2–8.7The Transfer Fee is calculated per Schedule 2. Where the Conduct Regulations apply, the Client may elect instead to extend the hire period (Period of Extended Hire). For short fixed-term direct engagements, MorganMatch may at its discretion reduce the Transfer Fee, but a minimum of 6 months or £3,000 applies. VAT is payable on Transfer Fees.
8.8 — Temporary-to-Permanent Conversion Fee
Where a Temporary Resource has been Introduced by MorganMatch to the Client via the Platform and, during the Assignment or within the Relevant Period, the Client wishes to Engage that Temporary Resource on a permanent basis directly, the Client shall notify MorganMatch in writing and shall pay a Temporary-to-Permanent Conversion Fee calculated as:
7.5% of the Temporary Resource's annual Remuneration in the permanent role
Payable in lieu of, and not in addition to, the Transfer Fee (clause 8.1). VAT applicable. Minimum fee: £1,000. Where Remuneration is not known at conversion, the fee is calculated on the annualised equivalent of the temp rate, adjusted once confirmed. Applies whether conversion is initiated by the Client, the Temporary Resource, or by mutual agreement.
8.9 Platform Protection Fee
Where a Temporary Resource is identified, discovered, surfaced or otherwise made known to the Client through a Platform Session — and the Client, or any third party to whom the Client discloses that Temporary Resource's details, subsequently Engages that Temporary Resource other than by way of an Assignment charged under clause 6, a Transfer Fee under clause 8.1, or a Temporary-to-Permanent Conversion Fee under clause 8.8 — the Client shall pay MorganMatch a fee of 25% of the Temporary Resource's Remuneration payable during the first 12 months of the Engagement, calculated on a minimum of 12 months' equivalent Remuneration regardless of the intended duration of the Engagement ("the Platform Protection Fee").
8.9.1The Platform Protection Fee survives termination of the Client's Platform access or this Agreement for 12 months following the relevant Platform Session.
8.9.2The Platform Protection Fee is payable in addition to, and is not a substitute for, MorganMatch's rights under clause 8.1 (Transfer Fee), clause 8.8 (Conversion Fee) and clause 19 (Non-Solicitation).
9. Unsuitability of a Temporary Resource
9.1–9.3The Client undertakes to satisfy itself about a Temporary Resource's suitability. If unsatisfactory, the Client must notify MorganMatch in writing immediately and may terminate the Assignment. MorganMatch may in its discretion reduce or cancel the Charges where notification is within 48 hours and the Assignment terminates within 4 hours of commencement (or 2 hours for Assignments of 7 hours or less). The Client shall notify MorganMatch within 4 hours if a Temporary Resource does not provide Assignment Services. MorganMatch shall notify the Client immediately if it has grounds to believe a Temporary Resource is unsuitable and may terminate the Assignment without prior notice.
10. Information to be Provided in Special Situations
10.1–10.4The Client shall advise MorganMatch if a Temporary Resource will be required to work with Vulnerable Persons or in a position covered by the Safeguarding Legislation, and shall provide any information needed to comply with statutory obligations. The Platform's matching activity constitutes pre-screening only — safeguarding, right-to-work, and other compliance checks will be completed to the same standard as for a consultant-sourced Temporary Resource, regardless of how the Temporary Resource was Introduced.
11. Termination of an Assignment
11.1–11.3Any party may terminate an Assignment at any time without prior notice and without liability, except where the Assignment Details Form provides a specified notice period. MorganMatch may terminate immediately where the Client is in wilful or persistent breach, fails to pay sums due, becomes insolvent, fails to comply with Off-Payroll Rules or IR35 obligations, or breaches Data Protection Laws. The Platform Protection Fee at clause 8.9 continues to apply for 12 months following any Platform Session occurring prior to termination.
12. Confidentiality and Data Protection
12.1–12.17All information relating to a Temporary Resource is confidential and provided solely for Assignment purposes. Both parties are Data Controllers (not Joint Controllers). Both parties warrant Personal Data will be Processed in accordance with Data Protection Laws and will take appropriate technical and organisational measures. The Client must notify MorganMatch immediately of any actual or suspected Personal Data breach, must not release any public communication concerning a breach without prior written approval, and must only Process Temporary Resource Personal Data for the agreed purpose.
12.18The Client acknowledges that Temporary Resource Personal Data may be Processed by the Matching Technology, including automated profiling and algorithmic ranking. Where such Processing constitutes a decision based solely on automated processing within the meaning of Article 22 UK GDPR as amended by the Data (Use and Access) Act 2025 (Articles 22A–22D), MorganMatch will ensure appropriate safeguards are in place, including: no autonomous removal or exclusion of a Temporary Resource from a live process — a trained compliance reviewer approves the Matching Technology's reasoning before Introductions are made or a shortlisted Temporary Resource is not progressed; and Temporary Resources matched but not progressed will be notified, with the reasoning available on request.
13. Intellectual Property Rights
13.1–13.2All copyright, trademarks, patents and other intellectual property rights resulting from the provision of Assignment Services shall belong to the Client, except rights expressly owned or retained by the Temporary Resource as set out in the Assignment Details Form. MorganMatch will use reasonable endeavours to ensure Temporary Resources execute all necessary documents to give effect to this clause.
14. Liability
14.1–14.9MorganMatch does not accept liability for Losses arising from failure to provide a Temporary Resource, negligence, dishonesty, misconduct or lack of skill of a Temporary Resource, or from any failure, error, unavailability, or output of the Matching Technology. Temporary Resources are not employees of MorganMatch; the Client is responsible for their acts from the time they report to take up duties. The Client will comply with all statutory provisions and provide adequate Employer's and Public Liability Insurance. The Client shall indemnify MorganMatch against all Losses arising from proceedings by any third party (including HMRC) arising out of any Assignment or breach of this Agreement, and against any AWR Claims.
15–20. Notices, Severability, Third Party Rights, No Assignment, Non-Solicitation, Platform Use
15.Notices shall be in writing and may be delivered personally, by first class post, by email, or via the Platform.
16.Unenforceable provisions are severed; the remaining terms continue in full force.
17.No third-party rights under the Contracts (Rights of Third Parties) Act 1999.
18.The Client may not assign or sub-contract any rights or obligations under this Part 1.
19.The Client will not Engage or endeavour to entice away any employee of MorganMatch or Morgan Hunt with whom the Client has had dealings. If any such employee accepts an Engagement with the Client within 6 months of leaving, the Client will be liable to pay an Introduction Fee as set out in Schedule 2.
20.1–20.3The Client is responsible for all activity conducted under its Platform account. MorganMatch will use reasonable endeavours to keep the Platform available. The Client will not use automated tools to scrape data, use Platform outputs to build or train a competing product or AI model, share or publish Platform outputs or match scores publicly, or create fake, duplicate or misleading profiles. Any such breach triggers the Platform Protection Fee.
20.4All interviews and calls between the Client and a Temporary Resource prior to Engagement must be conducted through Platform-hosted tools (including video sessions). Sessions are recorded and transcribed; recording is disclosed to all participants at session start. The Client must not solicit or exchange direct contact details with a Temporary Resource prior to an Engagement invoiced through MorganMatch.
20.5For the purpose of detecting circumvention, MorganMatch may review Platform Session transcripts by automated means, and monitor Platform-managed communication channels for 6 months following an Introduction. Voice recordings are transcribed and then deleted; the transcript is retained.
Sch 1 Charges (Part 1)
Basis of Engagement
Charges include
Engaged directly by MorganMatch, or through an umbrella company
Hourly rate of pay · Holiday pay accrual (WTR / AWR) · Any other AWR entitlements · Employer's NICs · Auto-enrolment pension · Agreed travel/hotel expenses · MorganMatch's commission, calculated as a percentage of the total payroll costs of the Temporary Resource · Apprenticeship Levy
Providing services through a PSC, Inside IR35
Hourly rate of pay · Employer's NICs · Agreed expenses · MorganMatch's commission, calculated as a percentage of the total payroll costs of the Temporary Resource · Apprenticeship Levy
Providing services through a PSC, Outside IR35
Charges to be agreed on an Assignment by Assignment basis.
Notional amount added to Remuneration for Transfer Fee purposes (company car provided — a cash car allowance is included in Remuneration directly)
£5,000
Sch 2 Transfer Fees & Introduction Fees (Part 1)
1. Transfer Fees
Remuneration
Transfer Fee
Any level of Remuneration
9%
The Period of Extended Hire shall be: the equivalent of the length of the Assignment or 120 days, whichever is the greater.
Part 2 — Introduction of Permanent & Fixed Term Staff
Applies whenever the Client instructs MorganMatch to Introduce a Candidate for direct Engagement by the Client. Has its own definitions and clauses.
1. Definitions
"Candidate"The person Introduced by MorganMatch or the Platform to the Client for an Engagement, including MorganMatch's or Morgan Hunt's own employees.
"Data Protection Legislation"All applicable UK data protection laws, including the Data Protection Act 2018, UK GDPR, the Data (Use and Access) Act 2025, and the Privacy and Electronic Communications Regulations 2003.
"Introduction"The passing to the Client of a CV or information which identifies the Candidate (whether by consultant or via the Platform, including a Speculative Introduction, or the Client viewing, opening, saving or downloading a Candidate profile), the passing of the Client's details to the Candidate, or the Client's interview of a Candidate; which leads to the Engagement of the Candidate.
"Introduction Fee"The fee payable by the Client to MorganMatch for the Engagement of a Candidate following an Introduction, calculated in accordance with clause 6.4.
"Remuneration"Gross base annual salary or fees, fixed contractual benefits, allowances (including any car or travel allowance), inducement payments and all other fixed emoluments payable to or receivable by the Candidate. Discretionary bonuses and non-guaranteed commission are excluded. Where the Client provides a company car (rather than a car allowance), a notional amount of £5,000 will be added.
"Termination Date"The last day of the Candidate's employment with the Client.
1.2 Terms used in this Part 2 but defined in Part 1 (Platform, Matching Technology, Speculative Introduction, Platform Session) carry the same meaning here.
2. The Contract
2.1–2.5This Part 2 is the agreement between MorganMatch and the Client for Introduction Services and is deemed accepted by the Client by virtue of: an interview with or request for an interview with the Candidate; Engagement of the Candidate; signature (electronic or otherwise); passing of Candidate information to a third party; any course of dealings; or registration for / first log-in to the Platform. MorganMatch acts as an employment agency (Conduct Regulations).
3–4. Obligations
3.1–3.6The Client will provide full and accurate role details (type of work, location, hours, qualifications required, health & safety risks). An Introduction Fee is payable whenever a Candidate is Engaged (unless the Engagement occurs more than 12 months after the Introduction). The Client must notify MorganMatch within 7 days of Introduction if it believes the Candidate is already known to it, and warrant compliance with the Conduct Regulations in dealing with other agencies.
4.1–4.5MorganMatch will use reasonable endeavours to ensure suitability of Candidates, take practicable steps to confirm identity, qualifications and authorisation, and offer the Client two references. MorganMatch does not warrant that any AI-generated match, ranking or Speculative Introduction will be accurate or suitable — a Morgan Hunt consultant will assist where needed.
4.6Before any Introduction which identifies a Candidate is made to the Client — including a Speculative Introduction — MorganMatch will have contacted the Candidate and obtained their consent to be put forward for the relevant role. The Matching Technology identifies matched Candidates; MorganMatch contacts them; only those who confirm their interest are Introduced. Anonymised or partial profiles may surface to the Client ahead of that consent, but no identifying details will be shared until the Candidate has confirmed interest.
4.7No Candidate will be removed or excluded from a live matching process solely by automated means. A trained reviewer within MorganMatch's compliance function will review and approve the Matching Technology's reasoning before Introductions are made, and before a shortlisted Candidate is not progressed. See also clause 11.13.
5. Suitability of the Candidates
5.1The Client is obliged to satisfy itself as to the suitability of the Candidate for the position. MorganMatch accepts no liability should the Candidate be unsuitable. The Client is responsible for: taking up references; checking right to work and obtaining necessary permits; arranging medical examinations; and satisfying any other legal requirements. The Platform's matching activity constitutes pre-screening only and does not discharge any of the Client's obligations under this clause.
6. Notification of Offer, Introduction Fees & Platform Protection
6.1The Client agrees to notify MorganMatch immediately of any offer terms, and of any accepted offer; and to pay MorganMatch's fees within 14 days of the date of invoice. Invoices are issued on the day the Candidate starts work.
6.2–6.3The Client will pay all amounts in full without set-off or withholding. Interest at 8% per annum above the Bank of England base rate applies to overdue amounts.
6.4The Introduction Fee payable for an Introduction resulting in an Engagement is 9% of the Remuneration payable during the first 12 months of the Engagement, regardless of the level of Remuneration.
Remuneration
Fee Percentage
Any level of Remuneration
9%
6.5For a Fixed Term Contract of less than 12 months, the Introduction Fee is prorated but a minimum fee applies: the equivalent of 6 calendar months or £1,000 whichever is the greater. For a part-time position (less than 5 full working days per week), the Introduction Fee is pro-rated in proportion to the number of full working days per week, subject to the same minimum of 6 months' equivalent fee or £1,000 whichever is the greater.
6.6–6.9If the Client or any third party subsequently Engages the Candidate within 6 calendar months of the Introduction, Termination, withdrawal or rejection of an offer, the full Introduction Fee is payable. Where Remuneration is not known, MorganMatch will calculate the fee on the minimum applicable market rate. Third-party disclosure within 9 months of Introduction triggers the Introduction Fee. VAT applies.
6.10 Platform Protection Fee
Where a Candidate is identified, discovered, surfaced or made known to the Client through a Platform Session, and the Client, or any third party to whom the Client discloses the Candidate's details, subsequently Engages that Candidate other than by way of an Engagement invoiced under clause 6.4, the Client shall pay MorganMatch a fee of 25% of the Candidate's Remuneration payable during the first 12 months of the Engagement, calculated on a minimum of 12 months' equivalent Remuneration regardless of intended duration ("the Platform Protection Fee").
6.10.1–6.10.4The Platform Protection Fee survives termination of the Client's Platform access or this Agreement for 12 months following the relevant Platform Session. It is payable in addition to MorganMatch's rights under clauses 6.8 (disclosure to third parties) and 10 (Non-Solicitation). Platform activity records (including transcripts retained under clause 19.5) are treated as evidence of a Platform Session in the absence of manifest error. VAT applies.
7. Refunds and Cancellation Fees
7.1MorganMatch does not offer refunds, rebates or replacement guarantees in respect of Introduction Fees, whether in whole or in part, including where an Engagement terminates early for any reason. This includes Fixed Term Contracts, irrespective of their duration.
7.2If the Client withdraws an offer of Engagement after it has been made to the Candidate (whether or not the Candidate has accepted), the Client will be liable to pay a Cancellation Fee of whichever is the greater of £2,000 or 50% of the Introduction Fee applicable under clause 6.4.
7.3VAT will be charged on the Cancellation Fee if applicable.
8–11. Third Parties, Platform Data, Liability & Data Protection
8.1Introductions of Candidates are confidential. The Client will not pass any Candidate information to a third party, save where using screening services provided by that third party.
8.2The Client will not use automated tools to extract Candidate data from the Platform, use Platform data to build a competing database, use Matching Technology outputs to train a competing AI model, share or publish Platform outputs or match scores publicly, or create fake or misleading profiles or accounts. Any such breach triggers the Platform Protection Fee.
9.1–9.7MorganMatch will not be liable for indirect, additional, special or consequential loss, expense, damage or delay in connection with the Candidate's or its own performance, including any failure, error, unavailability, or output of the Matching Technology. MorganMatch will not be liable for Candidate negligence, dishonesty, fraud or misconduct. Aggregate liability is limited to £10,000 or the applicable fee, whichever is lower. The Client will indemnify MorganMatch against losses arising from breach of this Part 2, applicable statutory provisions, unauthorised disclosure of Candidate details, or unauthorised use of the Platform.
10.The Client will not Engage or endeavour to entice away any employee of MorganMatch or Morgan Hunt with whom the Client has had dealings within 6 months of that person leaving. An Introduction Fee under clause 6.4 is payable if they are Engaged.
11.1–11.12Both parties are Data Controllers (not Joint Controllers). Both warrant that Personal Data will be Processed in accordance with Data Protection Legislation and will take appropriate technical and organisational measures. The Client must notify MorganMatch immediately of any suspected Personal Data breach, cooperate in investigation and remediation, and not release any public communication about a breach without prior written approval of MorganMatch.
11.13The Client acknowledges that Candidate Personal Data may be Processed by the Matching Technology, including automated profiling. Where such Processing constitutes a significant automated decision within the meaning of Article 22 UK GDPR as amended by the Data (Use and Access) Act 2025 (Articles 22A–22D), MorganMatch will ensure appropriate safeguards are in place: no autonomous removal or exclusion of a Candidate; compliance-reviewer approval of the Matching Technology's reasoning; notification to matched-but-not-progressed Candidates with reasoning available on request.
12–19. Termination, Equal Opportunities, Misc & Platform Use
12.1–12.3Either Party may terminate this Part 2 without cause on 30 days' written notice. Existing Introductions continue. Immediate termination on notice is permitted for material uncured breach, or insolvency. The Platform Protection Fee at clause 6.10 survives termination for 12 months following any prior Platform Session.
13.MorganMatch is committed to equal opportunities and expects the Client to comply with all anti-discrimination legislation. MorganMatch has taken reasonable steps to ensure the Matching Technology does not use protected characteristics (Equality Act 2010) as matching or ranking criteria and keeps it under periodic review for bias.
14–18.No third-party rights (Contracts (Rights of Third Parties) Act 1999). Severability. Notices by hand, first class post, email or via the Platform. Both parties comply with Bribery Act 2010 and Modern Slavery Act 2015. Governed by the laws of England and Wales; exclusive jurisdiction of the courts of England and Wales.
19.1–19.3The Client is responsible for all activity conducted under its Platform account. The Client will not use the Platform to build or train a competing product or AI model, share Platform outputs or match scores publicly, or create fake or misleading profiles.
19.4All interviews and calls between the Client and a Candidate prior to Engagement must be conducted through Platform-hosted tools (including video sessions). Sessions are recorded and transcribed; recording is disclosed to all participants at session start. The Client must not solicit or exchange direct contact details with a Candidate prior to an Engagement invoiced through MorganMatch.
19.5For the purpose of detecting circumvention of clauses 6.8 and 6.10, MorganMatch may review Platform Session transcripts by automated means, and monitor Platform-managed communication channels for 6 months following an Introduction. Voice recordings are transcribed and then deleted; the transcript is retained.
Signature
This signature applies to this Agreement as a whole, comprising Part 1 (Supply of Temporary Workers) and Part 2 (Introduction of Permanent and Fixed Term Staff) as applicable to the services the Client instructs from time to time.
I confirm I am authorised to sign this Agreement for and on behalf of the Client.