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RFS company setup & fee agreement flowchart

Company name
Company registration number
Registered address
Postal address
Main contact number
Main email address
VAT number
Industry sector
Where did you hear about RFS?

Personnel details

Director 1 name		Director 2 name
Contact number		Contact number
Contact email		Contact email

Upload documents

Please upload the following proof documents. This step can be skipped in order to complete this form, but please note that the company set up cannot be completed until we have these proofs so it's best to submit these via this form, or as soon after as possible.

Director 1 proofs

Director 1 passport

Director 1 proof of residence

Director 2 proofs

Director 2 passport

Director 2 proof of residence

Business proofs

Proof of business bank account

VAT certificate (if applicable)

Proof of PI & PL

Company logo

Incorporation certificate

Company bank details

Bank
Bank account name
Bank account number
Bank sort code

GDPR

Following the new GDPR legislation that came into effect in May 2018, we now need to have explicit consent from you in order to process your personal information and to contact you. So please complete the form, agree to the Terms and Conditions and hopefully, opt-in to receiving marketing information from us.

In order to provide you with recruitment, payroll and related services we need to acquire and retain certain information about you as an individual. We will keep this information securely, only using it for the purposes outlined in our Terms and Conditions, and in full compliance with the prevailing data protection legislation. Where necessary, in order for us to complete our service to you - such as ensuring you’re paid for the work you do - we will securely pass your personal information to approved third-party service providers, such as payroll agencies. We only work with other businesses that are GDPR compliant, so you can rest assured your personal information is safe and secure.

From time to time, we’d like to contact you to let you know more about the services we offer, share our latest career-related blog articles or news, or let you know about exclusive offers and promotions. We’d like to do this via email, post, SMS, phone and other electronic means. We’ll always treat your personal information with the utmost care and will never sell them to other companies for marketing purposes. We will not SPAM you or bombard you with marketing communications.

Data processing

I agree to the Terms and Conditions

Yes

I agree to receive relevant marketing communications

Yes

Fee agreement

Please read through the following fee agreement, taking note of the fees that are referenced in this document.

BETWEEN

(1) Recruitment Funding Solutions Limited (registered company no. 10821704) whose registered office is at Unit A Telford Court, Chester Gates Business Park, Chester, CH1 6LT (the Employment Business); and (registered company number: ) whose registered office is at:
(Agency). (together the Parties and each a Party).

WHEREAS

(A) This deed is supplemental to such supply agreements as are entered into on, around or after the date of this deed and entered into between (1) the Employment Business (2) the Agency and such other counter- parties (each such other counter-party being a Customer and together the Customers) (together the Agreements).

(B) Capitalised words used in this deed shall, unless otherwise deﬁned, have the meaning given to them in the Agreements.

IT IS AGREED:

1. Deﬁnitions

In this deed, unless the context otherwise requires:

Fees means such aggregate fee payable by the Agency to the Employment Business as determined in accordance with the table set out below:

Aggregate invoiced turnover for each Assignment Period pursuant to the Agreements (less VAT)	Employment Business Fee





Additional Fees
Payment Terms extension		%
Excesses chargeable

Words and phrases which are generally deﬁned for the purposes of the Companies Act 2006 (as amended) shall bear the meanings attributed to them by that Act.

2. The Agreements

2.1 In consideration of the obligations and liabilities undertaken and/or assumed by the Employment Business under the terms of each of the Agreements, the Agency hereby irrevocably and unconditionally covenants, undertakes and agrees to pay to the Employment Business, free from set oﬀ, counter-claim or deduction, the Fees in full by no later than the seventh Calendar Day following the end of the preceding Calendar Week of Assignment(s) under the Agreements.

2.2 Within 7 Calendar Days of the end of each Calendar Week of any Assignment under any of the Agreements (Assignment Period), the Employment Business shall, subject to the Agency’s full compliance with the terms of the Agreements and this deed, pay to the Agency, an amount equal to the aggregate sum (if any) representing the Agency’s proﬁt margin on the Agreements for each such Assignment Period (as calculated and determined by the Employment Business) and such proﬁt margin being a net sum after deduction of (i) an amount equal to the aggregate amount of the Fees for such Assignment Period and (ii) any monies which the Employment Business is required by, or under, law, regulation or under the Agreements and/or this deed to deduct or withhold (if any) but plus any VAT on such sum.

2.3 Within 7 Calendar Days of the Employment Business receiving a Transfer Fee or Introduction Fee (as the case may be) during the Term of any such Agreement, pursuant to the terms of any of the Agreements, an amount equal to such Transfer Fee or Introduction Fee (as the case may be) shall, subject to the Agency’s full compliance with the terms of each of the Agreement and this Deed, be paid by the Employment Business to the Agency less (i) an amount equal to an administrative fee of £50 and (ii) any monies which the Employment Business is required by, or under, law, regulation or the Agreements to deduct or withhold (if any).

2.4 Any payments made in accordance with clause 2.2 or 2.3 shall be made in pounds sterling by BACS to the bank account of the Agency as is notiﬁed in writing by the Agency to the Employment Business from time to time and shall be a good and valid discharge of the Employment Business’ obligation to pay the sums in question. The Employment Business shall provide the Agency with (i) a statement setting out the amount payable to the Agency under clauses 2.2 and/or 2.3 (as the case may be) and such statement shall be ﬁnal and binding on the parties (save for manifest error or fraud) and (ii) a receipt/invoice in connection with the Fees. The Employment Business shall not be required to make any payments to the Agency in accordance with clauses 2.2 and/or 2.3 without the Agency having previously provided the Employment Business with valid VAT invoices in respect of such sums due for payment.

2.5 In the event that the Employment Business issues a credit on an invoice, the Agency shall pay the invoice balance to the Employment Business in accordance with clause 2.1.

2.6 In the event of a transfer fee claim the Employment Business shall assess the claim. The Employment Business reserves the right to charge additional fee(s) for collection services carried out by its credit control department. If the claim is unresolved through the credit control process, the Employment Business will inform the Agency and discuss options and related costs on a case by case basis.

2.7 In the event that the Agency receives any monies, Charges, Introduction Fee or Transfer Fee (as the case may be) from, or on behalf of, any Customer, whether pursuant to the terms of any of the Agreements or otherwise, the Agency irrevocably and unconditionally acknowledges and agrees that the Employment Business is entitled to such monies and the Agency shall hold such monies on trust for the beneﬁt of the Employment Business and shall pay, to the Employment Business, an amount equal to such monies so received immediately upon receipt.

2.8 The Agency shall indemnify and hold harmless the Employment Business and each member of the EB Group against any and all Losses arising out of or connected with or resulting from the Agency’s breach of any obligation to be performed by the Agency under the Agreement or this Deed, and/or any failure by the Agency to pay the Fees and/or any fees, costs, expenses, Losses or administrative fees to the Employment Business.

2.9 The Employment Business shall be entitled to deduct or withhold from any payments to be made by it under the terms of this deed (a) any present or future tax required by law to be deducted or withheld by it, (b an amount equal to any Losses suﬀered or incurred by the Employment Business or any member of the EB Group arising out of, or in connection with, this deed and/or any of the Agreements and (c) any credit notes raised in respect of any Charges (d) any outstanding Charges which are determined by the Employment Business (acting reasonably and in good faith in accordance with its accounting policies) to be bad or doubtful debts or (v) any other monies charged by the Employment Business pursuant to the terms of the Agreements.

2.10 If the amount of the Fees payable by the Agency to the Employment Business is greater than any monies payable by the Employment Business to the Agency under clauses 2.3 and/or 2.4, then the Agency shall pay an amount equal to the diﬀerence to the Employment Business in cash in cleared funds on demand.

2.11 The level of Fees:

(a) shall be reviewed by the Employment Business on or around the date being 6 months following the date of this deed and at 6 monthly intervals thereafter; and (b) shall, notwithstanding 2.9(a) above, be adjusted upwards by an amount equal to the amount of any percentage increase in the Bank of England Base Rate (Rate Increase), and any such changes to the Fees shall take eﬀect:

(i) on the date set out in the Employment Business’s written notice to the Agency of the determined of such review in the case of clause 2.9(a) and (b) from the start of the Calendar Week immediately following the Calendar Week when the Rate Increase occurred in the case of clause 2.9(b). Save as set out above, such other variations to the Fees shall be agreed in writing between the Parties from time to time.

3. Ongoing Conditions

3.1 The Agency shall keep the Employment Business fully informed of the progress of its business and the businesses of each Group Company and furnish to the Employment Business in such form as it may from time to time reasonably require particulars of any matters concerned with or arising out of the activities of the Agency and/or each Group Company and in particular but without limitation to the generality of the foregoing shall and shall procure the supply to the Employment Business in respect of itself and each Group Company any documents or information concerning matters which the Employment Business regards as material to the trading or ﬁnancial position of the Agency or its prospects (as the Employment Business may from time to time request in writing) shall promptly upon the same being requested be provided to the Employment Business (and its advisers) and the Agency further acknowledges and agrees that any information
supplied, whether directly or indirectly, by the Agency to the Employment Business and/or the Customer whether under the terms of the Agreement or otherwise is permitted to be used by the Employment Business and or any member of the EB Group.

3.2 Notwithstanding clause 3.1, the Agency shall, if requested by the Employment Business, provide to the Employment Business:

(a) within 14 Calendar Days of the end of the calendar month to which they relate:

(i) copies of all bank statements of the Agency and any of its Group; and
(ii) copies of an up to date sales ledger of the Agency and any of its Group;

(b) quarterly VAT and PAYE returns relating to the Agency and any of its Group which conﬁrm that all payments are up to date; and

(c) written conﬁrmation from the Agency’s and each member of its Group’s accountant or auditor (as the case may be) at the end of the Agency’s ﬁnancial year end that all tax positions relating to maintain the Agency and any it’s Group’s CIS Gross status are up to date.

3.3 In the event that there are no invoices pursuant to this Agreement for a period of 3 months or more, the Employment Business reserves the right to reassess the Agency prior to recommencing the provision of services.

3.4 During the term of this Agreement the Agency shall not use or engage with other funding providers without the prior written consent of the Employment Business.

4. Client Obligations

4.1 Prior to the commencement of supply the Agency undertakes to:

Ensure the compliant set up of workers and contractors including all right to work checks and IR35 assessments that may be required;
Ensure the Employment Business’ terms of business are signed by all relevant parties prior to the commencement of supply;
Securing a valid credit limit; and
Onboard and verify all clients in accordance the Employment Business’ processes from time to time in force.

4.2 During the term of the Agreement the Agency undertakes to:

ensure that accurate and complete documentation (including timesheets) are submitted to the Employment Business for payroll in accordance with the operational deadlines issued by the Employment Business;
operate within the approved credit limits notified by The Employment Business to the Agency from time to time;
promptly comply with all directions related to the Employment Business’ on-stop procedures;
disclose to the Employment Business details of any debtors with whom the Agency conducts both purchasing and selling activities;
ensure the RFS terms of business are signed by all relevant parties prior to the commencement of supply;

4.3 During the term of the Agreement and following termination of the Agreement the Agency undertakes to:

provide assistance to the Employment Agency and co-operate with all reasonable request made by the Employment Agency regarding collections and debt recovery claims in connection with any invoice(s) submitted to the Agency or third parties pursuant to the terms of this Agreement;
Comply with all statutory requirements and regulatory responsibilities (including all relevant sector specific requirements including but not limited to maintaining records of DBS checks and meeting necessary safeguarding requirements);
adhere to all operational deadlines set and communicated by the Employment Business;
promptly inform and account to the Employment Business for any payments due to the Employment Business which are paid to the Agency. In such circumstances repayments to the Employment Business must be made within 24 hours of receipt.

4.4 The Employment Business reserves the right to suspend the provision of services under this agreement and / or suspend funding for the relevant client(s) if the Agency breach any obligation in this clause 4.

5. Conﬁdentiality

5.1 Save as (but only to the extent) expressly required by law or by any relevant national or supra-national regulatory, governmental or quasi-governmental body or authority all announcements by, of or on behalf of either of the parties relating to the subject matter of this deed or the transaction contemplated by this deed must be in the terms approved by each of the parties.

5.2 The Employment Business shall be free to disclose all information of a conﬁdential nature in their
possession from time to time relating to the Agency, it’s Group or its business and aﬀairs (on a conﬁdential basis) to any member of the EB Group and or its any professional adviser.

5.3 Without prejudice to clause 52 any party may disclose information if and to the extent that:

(a) that party can show that the information was already, or has subsequently become, published or publicly available for use other than through a breach of this deed or of any conﬁdentiality obligation owed by that party; or

(b) that party is required to disclose the information by law or any competent regulatory body or provided that, so far as is practicable, the disclosure shall be made only after consultation with the other party and after taking into account the other party's reasonable requirements as to timing, content and manner of communication; or

(c) the information is disclosed for a proper purpose in legal proceedings to which that party is a party.

5.4 The obligations in this clause 5 shall survive the termination of this deed.

6. Duration and Termination

6.1 Subject to clauses 6.2 to 6.3, this Deed shall continue for a minimum term of months from the date of this Deed (the “Minimum Term”) after which time the Agency may terminate the Deed by giving months written notice.

6.2 The Employment Business may terminate this Agreement at any time by giving 1 month’s written notice to the Agency.

6.3 In the event of a material breach of contract or a repeated non material breach by the Agency the Employment Business may terminate this Agreement without notice. Material breaches shall include but are not limited to:

Any form of fraudulent activity, including misrepresentation of invoices, clients, or funds
Occurrence of insolvency events involving the recruitment agency, such as entering liquidation or administration
The posting of a winding up petition or the instruction of an administrator without prompt notification to the invoice finance provider
Working with another lending provider without the written consent of the Employment Business (if such termination takes place within the Minimum Term the Employment Business shall charge the Agency and Exit Fee for the remaining term. The Exit Fee shall be calculated in the average margin from the past three months, applied monthly for the rest of the contract).

6.4 In the event of a non-material breach by the Agency, the Employment Business shall notify the Agency of the breach and the deadline for the Agency to remedy the breach. If the Agency fails to remedy the non-material breach within the deadline the Employment business may terminate the Agreement without notice. Non-material breaches shall include but are not limited to :

failure to meet agreed operational deadlines, such as late submission of timesheets or supporting documents.
use of non-approved RFS timesheets or contract templates, bypassing agreed documentation standards.
acceptance by the Agency of payments from clients that are payable to the Employment Business.
Failure to notify the finance provider of any changes to company directors or Shareholders (exceeding 10% of the share capital of the company).

6.5 The Agency agrees to pay to the Employment Business all outstanding balances arising directly or indirectly from this Agreement prior to the termination of this Agreement.

7. General

7.1 This deed may be entered into in the form of two or more counterparts, each executed by one or more of the Parties but, taken together, executed by all and, provided that all the Parties so enter into this Deed, each of the executed counterparts, when duly exchanged and delivered, shall be deemed to be an original, but, taken together, they shall constitute one instrument.

7.2 The Employment Business shall be entitled to assign, transfer, sub-contract or in any other manner make over to any third party the beneﬁt and/or burden of this deed.

7.3 The Agency shall not assign, transfer, sub-contract or in any other manner make over to any third party the beneﬁt and/or burden of this deed without the prior written consent of the Employment Business.

7.4 Termination by either party in accordance with this clause 7.4 or 7.5 shall not aﬀect the accrued rights of any of the parties arising in any way out of any of the Agreements or this deed as at the date of termination of the penultimate Agreement and in particular but without limitation or prejudice to the right of the Employment Business or any member of its Group to recover any unpaid Fees or other sums against the Agency and/or the Customer and all their provisions which are expressed to survive the Agreements, this deed or any other deed or agreement entered into between the parties shall remain in full force and eﬀect.

7.5 The Employment Business may at any time, it its absolute discretion, set oﬀ any liability of the Agency to the Employment Business and/or any liability of the Customer to the Employment Business under the terms of the Agreement against any liability of the Employment Business to the Agency, whether or not either liability arises under this deed, the Agreements, any other agreement or otherwise.

7.6 This deed will be governed by and construed in accordance with English law and all claims and disputes (including non-contractual claims and disputes) arising out of or in connection with this deed, its subject matter, negotiation or formation will be determined in accordance with English law and each party irrevocably submits to the exclusive jurisdiction of the English courts in relation to all matters (including non-contractual matters) arising out of or in connection with this deed.

Executed as a deed by the Parties but not delivered until the date of this deed.

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Timestamp

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27th October 2025 4:26 pm GMT

Recruitment Funding Solutions Company setup & fee agreement Uploaded by Alex Grant - alex@recruitmentfundingsolutions.co.uk IP 51.52.5.18