Corporate Law | recLAW

Azuki Accounts joins TC Group

Barry Cullen — Wed, 23 Sep 2026 08:45:22 +0000

Another recruitment acquisition over the line, delivered by the recLAW team 🎉

We’re delighted to have acted for Poonam Mawani and Adil Mawani on the sale of Azuki Accounts to TC Group. They join Recruitment Accountants, its specialist division for the recruitment sector, in a deal that completed on 18 September.

The Deal

Azuki Accounts is a specialist finance partner for recruitment agencies. Founded in 2016 and based in Middlesex, it runs the entire finance function for recruitment businesses. This includes pay and bill, contractor finance, bookkeeping, credit control, board packs and FD-level support.

That is a business built for one sector and nobody else.

So is the business it now joins.

Recruitment Accountants, a specialist division under the TC Group, has spent over 15 years working with the recruitment sector, supporting more than 100 recruitment businesses across the UK with accountancy, tax, payroll and advisory services. It was also recently named APSCo Partner of the Year.

Together they now support more than 150 recruitment businesses across the UK.

The Team Behind the Deal

recLAW’s Barry Cullen, Rachel Landy and Cameron Malcolm acted for the sellers, taking the sale from first instruction through to completion.

It goes without saying that a sale like this is rarely just the sale agreement. Employment, commercial and client contract questions all surface at the same time. Having a team who work in this sector every day is what stops those questions slowing a deal down. That is what we bring to every transaction we run.

“A sale starts years before anyone makes an offer. It starts in how the business was built, who owns what and whether the contracts say what you think they say. Azuki had all of that in order long before the approach came.” Barry Cullen, Partner & Solicitor at recLAW

Thinking about buying or selling a business in the recruitment sector?

Explore our corporate law services to see how recLAW supports recruitment businesses and the suppliers who serve them through sales, acquisitions and getting deals over the line.

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Send us an enquiry or call us today on 0203 778 0605.

The post Azuki Accounts joins TC Group appeared first on recLAW.

Data Controllers vs Processors in Recruitment Agencies

Tallulah — Mon, 27 Nov 2023 08:43:00 +0000

This blog is the third in our series of data protection advice. Part one covers The Eight Privacy Rights Under GDPR in the UK and part two concerns Measures Recruitment Agencies Must Take to be GDPR Compliant.

When it comes to GDPR compliance in recruiting, there are two key roles to distinguish: data controllers and data processors. Understanding the difference between these roles and their respective responsibilities is essential.

When it comes to processing personal data, whether through a standard job posting on social media or a recruitment platform/software, the legal basis for processing and the information disclosed to data subjects may vary.

Data Controllers

Under the UK GDPR, the data controller holds primary responsibility for protecting the privacy and rights of data subjects, such as website visitors. In other words, the data controller determines how and why the organisation manages data.

In recruitment, the data controller initiates the processing of personal data once the recruiter has collected sufficient information on prospective applicants. This involves gathering contact details, grades, certificates, CVs, general data, exam results, and other relevant documents. The data controller applies its own methods to process the collected data. In certain cases, the data controller may engage a third party or external service to process the acquired data.

Roles that typically include data controller responsibilities are those within an organisation that have the authority and decision-making power over how personal data is processed. Typically these would include:

Human Resources Manager, HR managers often handle the personal data of employees, job applicants, and contractors. They determine the purposes and means of processing employee data, including recruitment, performance management, payroll, and employee records.
Marketing Manager: Marketing managers are involved in collecting and processing customer data for marketing campaigns. They determine the purposes, methods, and channels through which customer data is used for marketing activities.
IT Manager: IT managers are responsible for managing and securing data systems within an organisation. They oversee data storage, data access controls, and data security measures.
Executive/Managerial Positions: Executives and managers who have decision-making authority within an organisation may also assume data controller responsibilities. This can include making decisions about data processing activities and ensuring compliance with data protection laws.
Data Protection Officer: Larger organisations may have a designated data protection officer. The DPO is responsible for overseeing an organization’s data protection activities, ensuring compliance with data protection laws, and acting as a point of contact for data subjects and regulatory authorities.

Data Processors

On the other hand, a data processor is solely responsible for processing the data provided by the data controller. The data processor is an entity chosen by the data controller to handle and process the data. The data processor does not own or have control over the data and is bound to follow the directives of the data controller. They cannot change the purpose or method of using the data.

Certain recruiters may have additional specialised responsibilities, such as conducting or scheduling assignments for applicants, coordinating interviews, etc. Under the UK GDPR, these agencies are considered data processors as they perform specific tasks on behalf of the data controller.

Roles that typically take on data processor responsibilities often include:

IT Administrators: IT administrators handle technical aspects of data processing, such as managing databases, configuring systems, and maintaining network infrastructure.
Software Developers: Developers who create and maintain software applications used for data processing, including recruitment platforms, applicant tracking systems, or other HR-related software.
Cloud Service Providers: Organisations that provide cloud computing services, including storage, hosting, or processing of data on behalf of the data controller.
Outsourced Service Providers: External companies or service providers engaged by the data controller to perform specific tasks involving data processing, such as background checks, psychometric testing, or interview scheduling.
Payroll Administrators: Personnel responsible for processing employee payroll and related financial data, ensuring accurate calculations and compliance with relevant regulations.
Customer Support Representatives: Representatives handling customer inquiries or support requests, which may involve accessing and managing customer data as part of providing assistance.
Data Entry Operators: Individuals responsible for entering and organising data into systems or databases as part of data processing activities.

It’s important to note that the roles mentioned above can vary depending on the specific industry, organisation, and data processing activities involved. Additionally, some individuals or organisations may have hybrid roles where they perform both data controller and data processor functions depending on the context and specific tasks being performed.

If we can help with any GDPR issue, contact us at info@reclaw.co.uk

The post Data Controllers vs Processors in Recruitment Agencies appeared first on recLAW.

Let’s K*ll All the Lawyers

Barry Cullen — Fri, 31 Mar 2023 10:32:00 +0000

Chasing and managing payments can be a frustrating and time-consuming process. When clients fail to pay, turning to lawyers for assistance can be tempting. But lawyers can be expensive and often do not understand the recruitment industry.

So how do you avoid using lawyers in the first place? Here are nine tips to help you get it right and avoid expensive lawyer fees.

Tips for your consultants

Send your ****ing terms!

Whether the client is an old mate, or you used to work with them, or they’re your brother-in-law, you MUST. Send. Them. Your. Terms! If you don’t, no lawyer in the world can enforce your terms. To be clear, putting reference to your terms at the bottom of your email signature does not count, this is unlikely to be enforceable.

2. Stop negotiating, start RE-negotiating.

Once your terms have been accepted, say by the hiring manager interviewing your candidates, HR might say that you are not on their approved supplier list therefore you have to work on our terms. At this point the language you use becomes vital. You must always make sure you remember those two little letters “RE”, ie renegotiating NOT negotiating.

If you say that you are negotiating terms, then that negotiation fails, a judge will only see it as that, a failed negotiation where terms have ultimately not been agreed. If, on the other hand, you make clear that you are REnegotiating then if that REnegotiation fails, then your continue to apply.

3. Don’t be afraid.

Or in other words, simplify your terms. Your recruiters are scared to talk about your terms because they don’t understand them. They were probably drafted by a lawyer a long time ago, using terminology that the recruiter doesn’t understand. And because they don’t understand them, they fear negotiating them. Pick a number of your salespeople, get them to pick a paragraph at random from your terms and ask them to explain it – this will demonstrate to you how little they understand them. Give your consultants training to understand the terms.

If the contracts are simple to understand, they can be used as a sales tool. If the hiring managers understand them then they will agree to the terms, without sending them to HR or Legal or Procurement where the whole process becomes unnecessarily protracted.

Tips For Your Terms

What follows are three clauses you should include in your terms to give you the best chance of getting paid.

Conditional fee rebates

Or conditional free replacements. The fee rebates or free replacement happens when a placement fails within a specified time. It is essential that you tie conditions to these rebate or replacement guarantees. The conditions depend on certain actions being taken by the client. These conditions are:

The client pays the bill on time.
The client has notified you that they hired the candidate (ie, they don’t backdoor you)
The client notifies you when the candidate hands in their notice or leaves.

2. Conditional fee discounts

Most terms include a penalty clause which states that the recruiter or agency charges 15% but if the client breaches the terms of the contract, the charge increases to 40%. This is very difficult to enforce even if it goes to court.

However, if you word the clause the other way round, i.e. “we charge 40% but will discount that to 15% on condition that you pay your bill on time etc”, this is fully enforceable as the 40% is the default charge.

3. Contractual costs indemnities

As a rule of thumb, if your average fee is less than £10,000 and you find you need to sue your client to get your money back and you use lawyers to do this, you won’t get the cost of the lawyer back. You’ll get the court fee, disbursements, and some small fixed fees but not the cost of the lawyer. This is because the process for anything under £10,000 should go through the small claims track which is designed for you not to use lawyers.

Even if you are dealing with amounts of £10,000-25,000 (fast track) or £25,000 and over (multi-track), you can recover your costs but you will only be granted about 65%.

A contractual cost indemnity means that you will contract out of the fixed cost rules for under £10,000 and when you’re in the fast and multi-track instead of being assessed at about 65% you’ll be assessed at about 85-90%

Tips for your finance/credit control teams

Don’t Go Nuclear.

What often happens at recLAW is that we get a call from the recruiter who admits that they the first thing they did was phone the client and go ballistic, they’ve made threats and accusations and been generally angry and rude. All that the recruiter has achieved is a guarantee that the client will never want to work with you again.

You need to understand that dispute resolution is a sales process, litigation and sales are essentially the same things. They’ve got some objections or requirements that you need to understand and overcome in order to get the outcome you want. It might be budget constraints, they might agree the money is due but they don’t have or they need to spread the payment over time. The hiring manager might need to get the sign-off from someone higher up who is dragging their heels.

None of this means that you shouldn’t get paid, it just means that you need to understand their issues and work on how to overcome them.

2. Use Leverage.

The invoice is late, their rebate and conditional discount have gone, and you’ve now got the contractual costs and an interest clause in play. Use that to get paid, say to your client that, “you’re overdue, therefore you’ve lost the rebate and discount but if you can commit to paying within the next 48 hours I’ll get our directors to reinstate those benefits for you.” Give them a reason to pay.

You can also put the conditional fee discount on the invoice itself. Draft the invoice for the full 40% payment but underneath add in “Timely payment discount” at the 15% rate. This helps because the accounts payable team will not have seen your terms or any correspondence relating to that discount. Making this clear on the invoice itself makes sure that the finance team has the incentive to pay within your required timescale.

3. Payment Plans.

Particularly in the current market, the client often wants to pay the bill but can’t pay the bill. You should consider payment plans for your client. You can either be belligerent and they go bust and you lose all the money. Or you can agree on a plan to pay over a certain amount of weeks or months. They might still go bust but you will have received at least some of that money.

It’s important to ensure that payment plans are structured correctly. Specify the payments to be made and when. If you don’t and you do end up in court, you need to be able to show that you specified set amounts by set times. As with the conditions above, you need to have conditions, e.g. “If you miss a payment the rest of the contractual cost is due immediately”, in the payment plan.

By following these tips, recruiters can protect their businesses and avoid the high costs associated with legal action. Contact us at info@reclaw.co.uk for any further advice and for any of the resources mentioned above.

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