Rules and ethics
Part of What employer branding rules and ethics apply in the UK?
Why employer branding commercial contracts need a clause review before signing
A UK-focused review of employer branding commercial contracts, covering equality and data laws, supplier duties, fees, liability, service levels and exit terms.
What to take away
- Employer branding campaigns must comply with the Equality Act 2010 in recruitment and employment; a commercial contract cannot set those duties aside.
- The Equality Act 2010 applies in England, Scotland and Wales, while Northern Ireland has separate equality legislation, so a UK-wide contract needs to address the different regimes.
- Candidate data needs a documented lawful basis under the UK GDPR. The ICO's lawful-basis guidance and its direct marketing guidance are separate resources.
- Scope, commercial terms, data clauses and exit terms all matter: review the contract, not just the supplier's pitch.
Start with the geography the contract covers
Employer branding commercial contracts are service agreements, but they sit on top of employment and equality law. That law is not identical across the UK.
UK Equality Law by Nation
England, Scotland, Wales
- Governing law
- Equality Act 2010
- Campaign example
- Manchester, Glasgow, Cardiff
- Contract wording
- Single UK standard
Northern Ireland
- Governing law
- Separate NI duties
- Campaign example
- Belfast
- Contract wording
- Name NI duties separately
The Equality Act 2010 applies in England, Scotland and Wales, so a campaign for Manchester, Glasgow or Cardiff follows the same statute.
For employment and recruitment in Northern Ireland, relevant legislation includes the Sex Discrimination (Northern Ireland) Order 1976, Race Relations (Northern Ireland) Order 1997, Disability Discrimination Act 1995, Employment Equality (Sexual Orientation) Regulations (Northern Ireland) 2003 and Employment Equality (Age) Regulations (Northern Ireland) 2006. The Equality Commission for Northern Ireland publishes guidance on these duties.
Use the England position as a starting point, then check the devolved differences that apply to each campaign and supplier service.
Our Employer branding: UK rules and compliance guide for 2027 maps the wider rule set, which helps before you draft scope. This article offers general guidance only. A specific contract needs a qualified adviser.
Put equality duties in the contract, not just the policy
The Equality Act 2010 sets the anti-discrimination duties that apply to recruitment and employment, including the protected characteristics a campaign must not screen against.
Equality Clause Must-Haves
- Bind supplier to your equality policy
- Give you a route to hear complaints
- Flag age or sex proxy wording
- Cover recruitment and employment duties
A supplier writing job adverts or running a sourcing campaign acts on your behalf for part of the recruitment process.
Ask for a clause that binds the supplier to your equality policy and gives you a route to hear about complaints.
Instructions to target "young graduates" or "recent returners" can act as proxies for age or sex.
Check the lawful basis before candidate data moves
Candidate data is personal data. The UK GDPR and Data Protection Act 2018 govern its use. Before a supplier collects CVs or builds a talent pool, identify and record the lawful basis for the processing.
The ICO's guidance on choosing a lawful basis explains how to identify and document the UK GDPR basis. Its direct marketing guidance is a separate resource, and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (PECR) may also apply to electronic direct marketing.
Consent and legitimate interests can each be relevant under the UK GDPR, depending on the activity. Legitimate interests does not override any consent requirement under PECR, so assess the channel and audience as well as the data-protection basis.
Whichever basis you choose, the contract should name it activity by activity and identify who holds the record.
What the supplier should document
- The lawful basis for each data activity, and the person who decided it.
- Retention periods for candidate records, with a deletion route when the contract ends.
- How a candidate withdraws consent or objects, and what happens afterwards.
What the contract should say about exit
- Who owns the talent pool, the audience segments and the creative assets.
- What evidence of deletion you receive, and by when.
If you publish anything about how candidate data is used, the employer branding disclosure policy in England article sets out what that document should cover.
Name the employer obligations the supplier supports
The GOV.UK employ people hub gathers the duties that rest with you as the employer, covering hiring, pay and pensions.
Some touch branding projects: right to work checks, written particulars, and payroll records for people hired through a campaign.
The contract should say which duties the supplier supports and which stay in-house. Wording such as "full compliance support" gives you nothing to enforce.
Where a supplier's work makes it an employment agency or employment business, check whether the Employment Agencies Act 1973 and the Conduct of Employment Agencies and Employment Businesses Regulations 2003 apply. Branding or marketing work alone does not establish that status.
Review the commercial clauses
The contract should make the service scope operational, rather than leaving it in a pitch deck. Tie deliverables to approval points, timelines and reporting, and state what happens if agreed service levels are missed.
- Fees and payment terms:define the fee basis, expenses, invoicing process and when payment is due.
- Confidentiality:set out how candidate information, campaign plans and other confidential material may be used and protected.
- Liability and indemnity:specify how responsibility is allocated for matters such as contract breaches, data incidents and intellectual property claims; review any caps, exclusions and indemnity triggers.
- Termination and audit:set out notice and termination rights, handover arrangements and access to relevant records for checking performance and compliance.
Pre-signature checklist
- Geographyidentify the duties that apply in England, Scotland, Wales and Northern Ireland, including relevant Northern Ireland equality legislation.
- Equalitybind the supplier to applicable policies and set a route for complaints.
- Dataname the UK GDPR and Data Protection Act 2018 requirements, identify roles and lawful bases, and cover retention, requests, breach notification and deletion on exit.
- Electronic marketingassess PECR where campaign communications fall within its scope.
- Supplier statuscheck whether recruitment agency or employment business rules apply.
- Commercial termssettle scope, fees and payment, confidentiality, service levels, liability, indemnity, termination and audit rights.
- Assets and exitagree ownership of creative, domains, talent pools and analytics, plus handover and evidence of deletion.
Common questions
Does an employer branding contract in England need a data protection clause?
Yes. If the supplier handles candidate data, the contract should identify each party's role and include the required UK GDPR terms where the supplier processes data on your behalf. It should also cover the lawful basis, retention and breach notification, and assess PECR where relevant.
Can a supplier's standard terms override employment law?
No. Contract terms sit under statute, and a clause that waives equality duties has no effect.
Who owns the talent pool a supplier builds?
It depends on the terms. Write it down, because most disputes come from silence rather than a deliberate choice.
Do advertising codes also apply to employer branding?
Paid employer branding promotion can fall within the CAP Code, enforced by the Advertising Standards Authority (ASA). Check the campaign copy against it separately from equality law.
