Off-Limits Clause Template for UK Recruiters
Recruitment agencies face a persistent commercial risk when clients approach their placed candidates directly, bypassing fee agreements entirely. An off-limits clause — sometimes called a non-solicitation or hands-off clause — legally protects your agency's candidate relationships and fee income by restricting clients from hiring or approaching those candidates outside of your agreed terms. Without this protection, agencies lose significant revenue with little legal recourse. While there is no single statute governing off-limits clauses, they are enforceable under general UK contract law principles, including restraint of trade doctrine refined through case law such as Cavendish Square v Makdessi [2015] UKSC 67, which clarified how courts assess legitimate business interests in restrictive covenants. A well-drafted clause must be proportionate in scope and duration to remain enforceable. Generate a professionally structured off-limits clause template tailored to your agency's needs today.
Generate your Recruiter Terms of Business free →Key clauses in a Recruiter Terms of Business
Candidate Restriction Period
This clause specifies the duration during which the client is prohibited from directly engaging or employing any candidate introduced by the agency, typically ranging from 12 to 24 months from the date of introduction. Under UK restraint of trade principles established in case law, the restriction must be no wider than reasonably necessary to protect a legitimate business interest, so a clearly defined and proportionate time period is essential to enforceability.
Introduction Definition and Scope
This clause precisely defines what constitutes a candidate 'introduction,' clarifying whether it covers CVs submitted, interviews arranged, or any communication facilitated by the agency that brought the candidate to the client's attention. Without a precise definition, disputes frequently arise over whether an introduction actually occurred, undermining the agency's ability to claim fees or enforce the off-limits restriction through UK civil proceedings.
Engagement Fee Trigger
This clause establishes the financial remedy owed to the agency if a client breaches the off-limits restriction by directly engaging an introduced candidate, typically calculated as a percentage of the candidate's first-year remuneration. This acts as a liquidated damages provision and, following the Supreme Court's guidance in Cavendish Square v Makdessi [2015], must represent a genuine pre-estimate of loss or reflect a legitimate business interest rather than an excessive penalty to remain enforceable in UK courts.
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Generate free →Frequently asked questions
How long can an off-limits clause legally last in a UK recruitment contract?
UK courts assess off-limits clause durations under restraint of trade principles, requiring the restriction to be no longer than reasonably necessary to protect the agency's legitimate commercial interest. In practice, periods of 12 to 24 months from the date of candidate introduction are most commonly upheld, provided the clause is clearly worded and proportionate to the seniority of the role and the nature of the client relationship. Periods significantly exceeding 24 months are at greater risk of being declared unenforceable by a UK court.
Can a client void an off-limits clause by claiming they found the candidate independently?
A client may argue they identified the candidate through their own means if the agency's introduction definition is vague or poorly drafted, which is why a precise contractual definition of 'introduction' is critical. If the agency can demonstrate through email records, CV submissions, or interview correspondence that they first brought the candidate to the client's attention, UK courts will generally uphold the clause. Agencies should retain clear documentary evidence of every introduction to support any future fee recovery claim.
Does an off-limits clause apply if the candidate approaches the client directly after placement?
Yes, in most well-drafted UK recruitment contracts the off-limits restriction applies regardless of which party initiates the subsequent engagement, meaning it covers situations where the candidate proactively contacts the client directly. The clause protects the agency's commercial interest in the introduction relationship itself, not merely the conduct of the client. Agencies should ensure their terms explicitly state that the restriction applies irrespective of who initiates contact to avoid ambiguity if the matter proceeds to dispute resolution.
The information on this page is for general informational purposes only and does not constitute legal advice. Contracto generates AI-assisted contract templates — they are not a substitute for advice from a qualified solicitor. For high-value or complex engagements, always seek independent legal review.