The agreement every agency signs.

In force from 27 October 2026. Templace is a trading name of TWH Holdings Limited, registered in England and Wales, company number 10663539.

Service Agreement

The contract between Templace and the agency.

1. What these terms are

These are the terms on which TWH Holdings Limited, trading as Templace (company number 10663539; registered office Meadway, Mill Road, Writhlington, Radstock, BA3 5TY; VAT number GB 326 5301 26) (Templace), provides its recruitment platform (the Service) to the agency named in the acceptance record (the Agency). They are accepted on the Agency's behalf by a person with authority to bind it — at the joining form, or at first sign-in by its Super User — and the Service records who accepted, which version, and when.

These terms, the Data Processing Addendum, the Acceptable Use Policy, the Service Levels and the list of Sub-processors together form the agreement. If they disagree, the Data Processing Addendum prevails on personal data and this document prevails on everything else.

Nothing in the agreement is legal, tax or compliance advice. The Service makes the compliant path the easiest one and keeps the evidence; compliance with the Conduct Regulations, the Employment Agencies Act, the Employment Rights Act, the Working Time Regulations, pay and tax law and every other obligation on an employment business remains the Agency's.

2. The Service

Templace gives the Agency its own instance of the platform: its own book of records, its own branding and its own front door, kept separate from every other agency's. No agency can see another's data.

The Service produces documents, calculations and submissions — key information documents, assignment schedules, payslips, RTI and CIS returns among them — from the information the Agency puts in. Templace does not file returns with HMRC and does not hold Government Gateway credentials; the Agency files what the Service produces.

Templace may change the Service at any time to keep it accurate, lawful and secure. Changes arrive in two kinds, and the Service enforces the difference. MANDATORY changes — a rate, a threshold or a rule that the law moved — apply on their own, and the Agency is told what changed, when, and what the value was before. SUGGESTED changes — a new screen, a better default, tidier wording — do nothing until the Agency accepts them; a refusal is kept and can be taken up later. A mandatory change never removes a feature the Agency pays for without the notice in clause 12.

3. Term

The agreement starts on acceptance and runs month to month. Either party may end it on 30 days' written notice to run from the end of a calendar month. Clauses 7, 8, 9, 11 and 13 survive it.

4. Fees and payment

The fees are those in the Agency's pricing at Templace HQ: a monthly platform charge per tranche of users, a charge per worker registered, a charge per worker-week paid, and any AI subscription the Agency has taken (clause 5). Fees are exclusive of VAT, which is added at the prevailing rate.

Templace invoices monthly in advance, on the first day of each month: the platform charge and any AI subscription for that month, with the charges for workers registered and worker-weeks paid in the month just ended. Invoices are due 14 days from the invoice date by bank transfer; Templace does not take payment by card or direct debit. Each invoice carries the usage it charges for, branch by branch and worker by worker, so that it can be checked.

Overdue sums bear interest under the Late Payment of Commercial Debts (Interest) Act 1998 from the due date until payment. Templace may also recover its reasonable costs of recovery.

Templace may change its prices on 60 days' notice. A change takes effect from the first invoice after the notice period, and the Agency may end the agreement under clause 3 before then if it does not accept it.

5. AI features

The Service's AI features are provided on a free allowance of calls per agency per month, which Templace may vary on 30 days' notice. Beyond the allowance, the Agency may take a subscription for a named user, for a company within the Agency's group, or for the whole Agency, at the monthly price agreed and shown on its invoices. A subscription may be ended at the end of any month.

AI output is a draft or a suggestion for a person at the Agency to check, never a decision. The Service never sends identity documents, right-to-work evidence or criminal-record certificates to an AI model, and the Agency must not ask it to. The AI provider is a Sub-processor and is named as such.

6. Access by Templace to the Agency's system

Templace's people may enter the Agency's system from Templace HQ only in one of two ways.

INVITED. The Agency asks Templace in, or Templace asks and the Agency's Super User or Agency Administrator approves — for a period the Agency chooses, or standing until it withdraws the authorisation. The Agency may withdraw an authorisation at any time, and a Templace session running under it ends with it.

RESERVED. Templace may enter without an authorisation only: (a) where sums are overdue and a non-payment notice has been issued under clause 9; (b) where the Agency is locked out of its own system and has asked Templace for help by any means; (c) to investigate or contain a security incident; (d) to meet a legal obligation, including a court order or a regulator's demand; (e) to set the Agency's system up before the Agency has any users of its own. Every reserved entry is recorded against the Templace person in the Agency's own audit trail and, save for set-up, is notified to the Agency by email at the time, stating who entered, when and why.

Whichever way Templace enters, everything done is recorded against the Templace person who did it, and the Agency can see every visit. Templace's people act only to do what the access was for.

7. The Agency's data

Everything the Agency puts into the Service — its candidates, workers, hirers, documents, settings and records — is the Agency's (the Agency Data). For personal data within it the Agency is the controller and Templace is its processor, on the terms of the Data Processing Addendum. Nothing in the agreement transfers any right in the Agency Data to Templace, and no suspension, dispute or unpaid sum changes that.

The Agency can export its data at any time from the Service (the Backup button, Just this agency), and should keep its own backups. Templace keeps nightly backups of the Agency's book for its own recovery purposes as described in the Service Levels.

On termination, and on suspension for non-payment, Templace keeps the Agency Data for 90 days (the Retention Period) so that the Agency can export it or settle its account, and then deletes it from the live service and, as the backup cycle runs, from backups. Templace may charge its reasonable costs for any assistance with export beyond the Service's own export tools. Records Templace must keep by law — its invoices and its own audit of access to the Agency's system — are kept for the period the law requires.

Templace may use aggregated, anonymised measures of how the Service is used — never personal data and never anything that identifies the Agency or its clients — to improve the Service.

8. White label and confidentiality

The Agency may present the Service to its candidates, workers and clients under its own name, brand and web address. Templace will not disclose to the Agency's candidates, workers or clients that the Service is supplied by Templace, except where the law requires it or the Agency asks. Templace will not name the Agency as a customer, in marketing or otherwise, without the Agency's written consent.

Each party keeps the other's confidential information confidential and uses it only for the agreement, for the term and five years after. This does not cover information that is public through no fault of the receiving party, that it already held, or that it must disclose by law.

9. Non-payment

If an invoice is not paid when due, Templace may issue a non-payment notice to the Agency's Super Users and Agency Administrators by email. The notice states the sums overdue, the invoices they are on, a deadline of not less than 14 days from the notice, and what follows if the deadline passes unpaid.

If the deadline passes unpaid, Templace may suspend the Service: every user's sign-in closes, the Agency's website and careers pages served by Templace go offline, and Templace may cease correspondence other than about the account. The Agency Data is unaffected by the suspension and remains the Agency's; it is kept for the Retention Period and the Agency should take its own backups and exports before the deadline. Templace may enter the system during the suspension under clause 6 (reserved).

Access is restored when the account is settled in full. If the account is not settled within 30 days of suspension, Templace may terminate the agreement by notice, and clause 7 then applies from the date of termination.

Templace's rights under this clause are in addition to its right to recover the sums due, and nothing in it is a waiver of them.

10. The Agency's responsibilities

The Agency: uses the Service lawfully and in line with the Acceptable Use Policy; is responsible for who it gives access to, for their conduct, and for keeping passwords and multi-factor devices secure; checks every document, calculation and submission the Service produces before relying on it; gives the Service accurate information; obtains the lawful basis, notices and consents it needs to put personal data into the Service; and keeps its registrations, insurances and accreditations as an employment business.

The Agency tells Templace without delay of any unauthorised use of its account or any security incident it becomes aware of.

11. Intellectual property

The Service, its code, screens, templates, document libraries, rules, calculations and documentation belong to Templace and its licensors, and remain so. The Agency has a non-exclusive, non-transferable licence to use them for its own business for the term. Documents the Service produces for the Agency from its data are the Agency's to use. The Agency's name, logo, brand and website content remain the Agency's; it licenses Templace to use them to provide the Service.

12. Changes to the agreement

Templace may change these documents on 30 days' notice given in the Service and by email. A change that the law requires may take effect sooner, and Templace will say so. If the Agency does not accept a change it may end the agreement under clause 3 before the change takes effect; continuing to use the Service after that is acceptance.

13. Warranties and liability

Templace warrants that it will provide the Service with reasonable skill and care and substantially as described. Beyond that the Service is provided as it is; Templace does not warrant that it is error-free or that it meets every requirement of the Agency, and gives no warranty that any output is correct for the Agency's circumstances — the Agency checks it.

Nothing in the agreement excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything that cannot be excluded by law.

Subject to that, neither party is liable to the other for loss of profit, business, contracts, goodwill or anticipated savings, or for any indirect or consequential loss, and Templace's total liability under or in connection with the agreement in any 12-month period is limited to the fees paid by the Agency in that period.

The Agency indemnifies Templace against claims arising from the Agency's unlawful use of the Service or from data the Agency had no right to put into it.

14. Suspension and termination for other reasons

Templace may suspend the Service, or part of it, without notice where it reasonably believes that continuing would put the security of the Service or of another agency at risk, would break the law, or would breach the Acceptable Use Policy; it will tell the Agency as soon as it reasonably can and restore the Service when the cause is dealt with.

Either party may terminate on written notice if the other commits a material breach that is not remedied within 30 days of notice of it, or becomes insolvent. Clause 7 applies on any termination.

15. General

Notices are given by email to the addresses each party holds for the other in the Service, and are treated as received the next working day.

Neither party is liable for failure caused by events outside its reasonable control, provided it tells the other and does what it reasonably can to recover.

The Agency may not assign the agreement without Templace's consent. Templace may assign it to a successor to its business on notice.

If any term is held invalid the rest stands. No one other than the parties may enforce the agreement. The agreement is the whole agreement between the parties on its subject and replaces anything before it.

The agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Data Processing Addendum

How Templace processes personal data for the agency, as its processor.

1. Roles

For the personal data the Agency puts into the Service (the Agency Personal Data) the Agency is the controller and Templace is the processor, within the meaning of the UK GDPR and the Data Protection Act 2018. This addendum is the written contract Article 28(3) requires. Where Templace is itself a controller — of its own account, billing and access records about the Agency's staff — it processes that data under its own privacy notice.

2. What is processed

Subject matter and duration: the provision of the Service for the term of the agreement and the Retention Period after it.

Nature and purpose: storing, organising, retrieving, producing documents and calculations from, and transmitting on the Agency's instruction, the records of a recruitment business.

Data subjects: the Agency's candidates and workers; the people at its clients and suppliers; the Agency's own staff; visitors to and applicants through its website.

Categories of data: identity and contact details; right-to-work and identity documents; qualifications, references and employment history; pay, tax, pension and bank details; timesheets and attendance; and, where the Agency chooses to record them, special category data such as health information, and criminal-record information from DBS checks. The Agency decides what it records; Templace processes what it is given.

3. Templace's obligations

Templace will: (a) process the Agency Personal Data only on the Agency's documented instructions, which are the agreement and the Agency's use of the Service, unless the law requires otherwise, in which case it tells the Agency first unless the law forbids it; (b) ensure its people who have access are bound by confidentiality and act only within clause 6 of the Service Agreement; (c) take the technical and organisational measures Article 32 requires, including those in section 5; (d) engage sub-processors only under section 4; (e) help the Agency respond to requests from data subjects, with the Service's own data-rights tools first; (f) help the Agency meet its obligations on security, breach notification, impact assessments and consultation, taking into account what Templace knows; (g) at the end of the Retention Period delete the Agency Personal Data, or return it first if the Agency asks, unless the law requires Templace to keep it; (h) give the Agency the information it needs to show compliance, and allow one audit a year on 30 days' notice, or sooner after a personal data breach, at the Agency's cost unless the audit finds a material breach by Templace.

Templace tells the Agency without delay if, in its view, an instruction would break data protection law.

4. Sub-processors

The Agency authorises the sub-processors listed in the Sub-processors document. Templace gives 30 days' notice of any addition or replacement; the Agency may object on reasonable data protection grounds within that period, and if the parties cannot resolve the objection the Agency may end the agreement without penalty. Templace binds every sub-processor to terms no less protective than this addendum and remains liable for its performance.

5. Security

Each agency's book is separate. Access is by individual account with role-based permissions, strong passwords held only as salted hashes, and multi-factor authentication where enabled. Connections are encrypted in transit. Every change is written to an audit trail that cannot be edited. Access by Templace's people is only as the Service Agreement allows, and is logged and notified. Backups are taken nightly and kept as the Service Levels say. Documents the Agency marks as identity, right-to-work or criminal-record evidence are never sent to an AI model.

6. Personal data breaches

Templace tells the Agency without undue delay, and in any case within 48 hours, after becoming aware of a personal data breach affecting the Agency Personal Data, with what it knows at the time and updates as it learns more, so that the Agency can meet its own 72-hour obligation to the ICO.

7. International transfers

The Service is hosted in the United Kingdom. Where a sub-processor processes personal data outside the United Kingdom, Templace relies on an adequacy regulation or on the International Data Transfer Agreement or Addendum issued by the ICO, and says so in the Sub-processors document.

8. Liability

Each party's liability under this addendum is subject to the limits in clause 13 of the Service Agreement, so far as the law allows.

Acceptable Use Policy

What the agency and its users may not do with the Service.

Using the Service

The Agency and its users must not: use the Service to break the law, including recruitment, employment, tax, data protection and anti-discrimination law; put into it personal data they have no right to hold; send unsolicited marketing through it in breach of PECR; share accounts or let anyone use another person's sign-in; try to reach another agency's data, or any part of the Service they are not permitted to; probe, scan or test the Service's security without Templace's written agreement; upload malicious code; or resell the Service other than as a white-labelled service to the Agency's own candidates, workers and clients.

Templace may remove content or suspend a user that breaches this policy, and will tell the Agency when it does.

Service Levels

Availability, support, backups and maintenance.

Availability

Templace aims for the Service to be available 99.5% of the time in each calendar month, measured at the Service's own address and excluding planned maintenance notified at least 48 hours ahead in the Service, and events outside Templace's control, including the Agency's own connection and anything the Agency's own mail server does.

If availability in a month falls below 99.5%, the Agency may claim a credit of 5% of that month's platform charge; below 99%, 10%. A claim is made within 30 days of the month's end, and credits are the Agency's sole remedy for availability.

Support

Support is by email and telephone on working days, 9am to 5.30pm UK time. Templace responds to a Severity 1 issue (the Service unusable for the Agency) within 2 working hours and works on it continuously in support hours until resolved or worked around; Severity 2 (a main function unusable) within 1 working day; Severity 3 (anything else) within 3 working days. Remote support sessions, where the Agency shares its screen, need the Agency's consent each time and run only as long as the Agency allows.

Backups and recovery

The Agency's book is backed up nightly and backups are kept for 30 days on storage separate from the live service. A restore to the previous night is available on request, and Templace tells the Agency what would be lost before it runs one. The Agency can export its own data at any time.

Maintenance and releases

Releases are made outside the Agency's working hours where a short interruption is needed, and are notified in the Service. Each release passes the whole of Templace's automated test suite before it is installed, and the previous release is kept so that a release can be rolled back.

Sub-processors

Who else touches the agency's data on Templace's behalf, and where.

Current list

Hosting: the server provider named on Templace HQ → Company, in the United Kingdom — the Service, its database and its backups.

AI model provider for Templace AI: Anthropic PBC (United States) — only for the AI features, only for what a user chooses to send, and never identity, right-to-work or criminal-record documents. Transfers rely on the UK Addendum to the EU standard contractual clauses. The Agency can turn the AI features off, or use the built-in assistant, which sends nothing anywhere.

Email: notices and invitations from Templace itself are sent through Templace's own mail provider, named on Templace HQ → Company. Emails the Agency sends to its candidates, workers and clients go through the Agency's own mail server, which the Agency connects itself and which is the Agency's processor, not Templace's.

Accounts the Agency connects itself on Settings → Connections — its own AI account (Claude, ChatGPT, Gemini or another provider), its own text-message account (ClickSend or Twilio) and its own WhatsApp Business account (Meta) — are the Agency's own processors, under the Agency's own terms with them, as its own mail server is; they are not Templace's sub-processors. Templace keeps their keys encrypted, sends to them only what the Agency asks it to, and, unless the Agency chooses otherwise, takes email addresses, phone numbers, NI numbers and bank details out of anything sent to an AI provider.

Changes to this list are notified 30 days ahead as the Data Processing Addendum says.