Terms of service

Last updated: 6 May 2026

1. Definitions

In these terms: I/me/we/Brian/ProperFit Hire means Brian Gillingham trading as ProperFit Hire, Lincoln, LN2 2HL. You/Customer/Hirer means the business or individual ordering the service. Mermoid means the scoring engine and audit-trail platform I operate. Cohort means a single batch of up to 50 CVs ranked against one job specification. Retainer means the monthly subscription tier. Full Agency means the end-to-end placement tier. Conduct Regs means the Conduct of Employment Agencies and Employment Businesses Regulations 2003.

2. The service

ProperFit Hire provides deterministic CV-cohort scoring and recruitment consultancy services through the Mermoid platform. You submit a job specification and candidate CVs and receive a ranked, citation-backed report. ProperFit Hire is an Employment Agency under section 13(2) of the Employment Agencies Act 1973 and operates in accordance with the Conduct Regs. The work-seeker and hirer terms required by Regulations 14 and 17 are available at terms/work-seeker and terms/hirer respectively.

3. Acceptance

These terms are accepted when you (a) place an order through the customer portal, (b) complete payment via Stripe Checkout, or (c) countersign a printed version (required for Retainer and Full Agency tiers). By accepting you confirm you have authority to bind your business.

4. Pricing & payment

1. Pay-per-cohort: £99 per cohort, paid up front via Stripe Checkout when you place the order.
2. Retainer: £249 per month, billed monthly in advance via Stripe. Auto-renews monthly until you cancel through the portal (Manage subscription) or by emailing enquiries@properfithire.co.uk before the next billing date. Cancellation takes effect at the end of the current billing period.
3. Full agency: 10% of the placed candidate's first-year gross salary, invoiced 50% on shortlist delivery and 50% on placement start date. Subject to the replacement guarantee in §5.
4. All prices are in GBP and exclusive of VAT. I am not currently VAT-registered (turnover is below the £90,000 threshold) and will not charge VAT until registration becomes mandatory.
5. Late payment. Invoices are due 14 days from issue. Overdue amounts attract interest at 8% above the Bank of England base rate per the Late Payment of Commercial Debts (Interest) Act 1998, plus reasonable recovery costs per the Late Payment of Commercial Debts Regulations 2013.
6. Refund — pay-per-cohort. If the report contains material factual errors, missing citation evidence, or fails to score against the job specification you submitted, notify me at enquiries@properfithire.co.uk within 7 days of delivery and I will refund in full. Subjective dissatisfaction (you don't like the candidates) is not grounds for refund.
7. Refund — Retainer. Pro-rata refund only on the unused portion of the current month if you cancel during a service-availability incident lasting >48 hours.

5. Replacement guarantee (Full Agency only)

If a candidate placed under the Full Agency tier leaves voluntarily, or is dismissed for cause, within the rebate period:

1. Within 30 days — 100% rebate of placement fee.
2. Within 60 days — 75% rebate.
3. Within 90 days — 50% rebate.
4. After 90 days — no rebate.

Rebates are credit notes against future placements OR cash refunds at your discretion. To claim, notify me in writing within 14 days of the candidate's departure with their last day of employment and the reason.

6. Your obligations

1. You confirm you have a lawful basis under UK GDPR (typically Article 6(1)(f) legitimate interest in your own recruitment) to share each candidate's CV with me for scoring, and you will provide each candidate with appropriate notice (or direct them to the Candidate Privacy Notice).
2. You will not upload CVs of candidates who have explicitly objected to your processing under Article 21 UK GDPR.
3. You will use the report as decision-support, not as the sole basis for a hiring decision. This complies with Article 22 UK GDPR and ICO 2026 ADM guidance on automated employment decision-making. Mechanical "rubber-stamping" of the algorithmic ranking exposes you (not me) to Article 22 liability.
4. Equality Act 2010. You will not use the report to discriminate unlawfully against candidates by protected characteristic. Where the report surfaces protected-characteristic signals (e.g. health information disclosed in a CV), you will address them through reasonable-adjustment processes rather than rejection.
5. You will not knowingly submit CVs you believe to be falsified or fraudulent.
6. You will conduct your own Right-to-Work checks under the Immigration, Asylum and Nationality Act 2006 and any sector-regulator background checks (CQC, FCA, DBS, etc.) the role requires — my classification is decision-support, not a verified check.
7. You will pay invoices on the terms in §4.

7. My obligations

1. Deliver the ranked report within 24 hours of submission of the last required input (12 hours on Retainer).
2. Process all personal data in accordance with the Privacy notice and the Data Processing Agreement (which forms part of these terms by reference).
3. Provide deterministic, reproducible scores with citation evidence per criterion. Where the engine returns "uncertain" for a signal, this is surfaced explicitly rather than defaulted to a fabricated score.
4. Maintain audit-trail records for 18 months supporting defensibility under EU AI Act Article 22 / UK ICO ADM guidance.
5. Comply with the Conduct Regs in respect of work-seekers and hirers.
6. Hold appropriate professional indemnity insurance once operating at scale (currently arranging cover; available on request).

8. Data protection

Both parties will comply with the UK GDPR, Data Protection Act 2018, and Privacy and Electronic Communications Regulations 2003. The detailed allocation of controller/processor roles, sub-processor list, security measures, and breach-notification timing is set out in my Data Processing Agreement, which is incorporated into these terms. Any conflict between these terms and the DPA is resolved in favour of the DPA on data-protection points.

9. Intellectual property

The Mermoid platform (scoring methodology, source code, sector packs, weighting algorithm) is my intellectual property and remains so. The audit reports I deliver to you are licensed for your internal recruitment-decision use; you may share excerpts with the candidates being scored, hiring managers within your organisation, and your professional advisers (employment lawyers, HR consultants). Onward publication, resale, or use to train other AI models requires my prior written agreement.

10. Confidentiality

Each party will keep the other's confidential information confidential and use it only for the purposes of these terms. My confidential information includes the Mermoid scoring methodology, sector-pack rules, weighting algorithms, and audit-trail format. Your confidential information includes job specification wording, salary ranges, hiring strategy, and candidate identities. The obligation survives termination for 3 years. Standard exceptions apply (information already public, independently developed, or required by law to disclose).

11. Anti-bribery, anti-slavery, anti-discrimination

Each party will comply with the Bribery Act 2010, the Modern Slavery Act 2015, the Equality Act 2010, and all applicable anti-discrimination, anti-bribery, and anti-modern-slavery laws. Neither party will offer or accept any inducement in connection with the engagement.

12. Limitations & warranties

The service is provided "as is". I warrant that the scoring is deterministic, reproducible, and citation-backed. I do NOT warrant that any specific candidate is suitable for any specific role — that judgement remains yours.

Liability cap. My maximum liability for any claim under these terms is capped at twelve months of fees actually paid by you to me in the period preceding the claim. I exclude liability for indirect or consequential loss, loss of profit, loss of business opportunity, loss of goodwill, and pure economic loss to the extent permitted by law.

What is NOT capped. Liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability that cannot lawfully be limited (including the UK GDPR Article 82 right to compensation) is not subject to the cap.

13. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including (without limit) cloud infrastructure outages, internet disruption, pandemic, war, strike, natural disaster, or government action. The affected party will notify the other promptly and use reasonable efforts to resume performance. If a force majeure event continues for >30 days, either party may terminate without liability.

14. Termination & survival

Either party may terminate the engagement at any time on written notice. Retainer subscriptions terminate at the end of the current billing period (no pro-rata refund except as in §4(7)). On termination I will delete your active CVs and JDs immediately; historical audit reports are retained per the Privacy notice retention schedule unless you request earlier erasure.

The following survive termination: §4 (unpaid fees), §8 (data protection), §9 (intellectual property), §10 (confidentiality), §11 (compliance), §12 (limitations), §17 (notices), §22 (governing law).

15. Variation

I may update these terms with at least 30 days' written notice via email or the customer portal. Material changes affecting your rights or obligations will not apply retrospectively. Continued use of the service after the effective date constitutes acceptance.

16. Assignment & subcontractors

Neither party may assign these terms without the other's prior written consent (not unreasonably withheld), except that I may assign to a successor business in the event of corporate restructuring. I may engage sub-processors as listed in the DPA; new sub-processors require 30 days' notice.

17. Notices

Notices to me: enquiries@properfithire.co.uk (general) or dpo@properfithire.co.uk (data protection) or by post to Brian Gillingham, ProperFit Hire, Lincoln, LN2 2HL. Notices to you: the email or postal address you most recently provided. Notices are deemed received on the next business day for email, or 2 business days after posting first-class mail.

18. Severability

If any clause is found unenforceable, the remaining clauses continue in force. The parties will negotiate in good faith to replace the unenforceable clause with a valid one of similar effect.

19. No partnership / no agency

These terms create a contract for services. Nothing creates a partnership, joint venture, employment, or agency relationship. Neither party may bind the other.

20. 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. This does not affect rights or remedies that exist apart from that Act (including data subjects' UK GDPR rights, which operate directly against the relevant Controller).

21. Whole agreement

These terms (together with the Privacy notice, DPA, and where relevant the Hirer Terms of Engagement under Reg 17) constitute the entire agreement between us regarding the service. Pre-contractual statements, marketing materials, and prior drafts are superseded. Each party acknowledges it has not relied on any representation not set out in writing.

22. Complaints & disputes

1. Complaints procedure. Email enquiries@properfithire.co.uk with the heading "Complaint — [order or matter]". I acknowledge within 5 working days and respond fully within 14 working days.
2. Escalation. If unresolved, you may raise the matter with the Employment Agency Standards Inspectorate (EAS), or for data-protection complaints with the ICO.
3. Mediation. Before commencing court proceedings the parties will attempt mediation through CEDR or another agreed UK mediator. The mediator's costs are shared equally.
4. Litigation. If mediation fails, disputes will be heard in the County Court at Lincoln.

23. Governing law

These terms are governed by the laws of England and Wales.

Brian Gillingham t/a ProperFit Hire · Lincoln, LN2 2HL, United Kingdom · ICO registration ZC140339 · CIPD Membership ____ · Privacy notice · DPA · Work-seeker terms · Hirer terms