Impel Talent Ltd – Master Services Agreement (Recruitment, Training, Coaching & Leadership Development)

These terms are to publicly available for when client engage on a good faith, or introductory basis.

Registered Office: Building 45 Hopton Road, London SE18 6TJ
Company Number: 11982094
Governing Law: England & Wales

1. Parties

This Agreement is made between:

1. Impel Talent Ltd, a company incorporated in England & Wales (Company No. 11982094), whose registered office is at Building 45 Hopton Road, London SE18 6TJ (“Agency”); and

2. The client identified in the attached Proposal/Engagement Confirmation (“Client”).

Together referred to as the “Parties” and individually as a “Party.”

2. Definitions

In this Agreement:

• Applicant: Any individual introduced, recommended, or presented by the Agency to the Client for Engagement.

• Engagement: Any employment, consultancy, or other contractual arrangement (direct or via intermediary) of an Applicant by the Client or a third party to whom the Client has introduced the Applicant.

• Remuneration: All fees, salary, bonuses, commissions, benefits, allowances, or other consideration payable to an Applicant in connection with an Engagement.

• Services: Recruitment, Training, Coaching, and Leadership Development provided by the Agency.

• Charges: Fees payable to the Agency for Services as set out in the Proposal, Engagement Confirmation, or invoice.

• Delegate: Any individual participating in Training, Coaching, or Leadership programs on behalf of the Client.

3. Entire Agreement

3.1 This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, or representations (written or oral) relating to the Services.

3.2 No terms proposed by the Client inconsistent with this Agreement shall have effect unless expressly agreed in writing and signed by a Director of the Agency.

3.3 If any provision is found invalid, illegal, or unenforceable, the remaining provisions shall remain in full force.

4. Recruitment Services

4.1 Client Obligations

4.1.1 The Client shall notify the Agency immediately of any Engagement of an Applicant introduced by the Agency, including all details of Remuneration.
4.1.2 The Client shall provide all information necessary to verify suitability, including references, documentation, and compliance checks.

4.2 Fees

4.2.1 Fees shall be calculated as 30% of total Remuneration for each Engagement of an Applicant introduced by the Agency.
4.2.2 Fees are due 14 days from invoice. Invoices will be issued on the commencement date of the Engagement.
4.2.3 Re-engagement of an Applicant within six (6) months of termination shall incur additional fees as if a new Engagement had occurred.
4.2.4 Withdrawal of an offer by the Client after acceptance but before commencement: 25% of Remuneration payable.
4.2.5 Any pro-rata fees, bonuses, or variable pay are included in total Remuneration for fee calculation purposes.

4.3 Replacement Guarantee

4.3.1 If an Engagement terminates within twelve (12) weeks (excluding redundancy or material breach by Client), the Agency shall provide a replacement Applicant at no additional Recruitment fee, provided the Client allows a four (4) week period for sourcing.

4.4 Confidentiality & Non-Solicitation

4.4.1 The Client shall maintain strict confidentiality regarding Applicants’ information.
4.4.2 No Applicant introduced by the Agency shall be solicited or engaged outside the scope of this Agreement without prior written consent. Breach triggers the fee obligations as if Engagement had occurred.

4.5 Liability

4.5.1 The Agency shall not be liable for loss, expense, or damage arising from Applicant conduct, misrepresentation, or suitability.
4.5.2 The Client retains full responsibility for employment law compliance, tax obligations, and work authorization.

5. Training, Coaching & Leadership Services

5.1 Provision

5.1.1 The Agency shall deliver Services as specified in the Proposal or Engagement Confirmation.
5.1.2 The Agency may adjust content, format, or delivery method to maintain quality and regulatory compliance.

5.2 Charges & Payment

5.2.1 Fees are as stated in the Proposal or Engagement Confirmation and are payable 14 days from invoice.
5.2.2 Charges are exclusive of VAT unless expressly included.
5.2.3 Late payment may result in suspension of Services.

5.3 Cancellation & No-Show

5.3.1 Public Training: cancellations ≥30 calendar days prior allow refund eligibility.
5.3.2 In-House Training: cancellations ≥45 calendar days prior allow refund eligibility.
5.3.3 Delegate non-attendance does not reduce Charges.

5.4 Intellectual Property

5.4.1 All training materials, courseware, methodologies, and IP remain the property of the Agency.
5.4.2 Reproduction, sharing, or distribution requires prior written consent.

6. Indemnity

6.1 The Client shall indemnify and hold harmless the Agency against all claims, losses, damages, costs, or expenses arising from:

• Engagement or non-engagement of Applicants,

• Client breach of obligations,

• Misuse of Agency materials,

• Failure to comply with statutory obligations.

7. Data Protection

7.1 Parties shall comply with UK GDPR and Data Protection Act 2018.
7.2 The Agency shall process Client and Applicant data only for providing Services.
7.3 Breaches must be notified immediately.

8. Limitation of Liability

8.1 Agency liability for any claim is capped at the total fees paid under this Agreement for the relevant Services.
8.2 Liability for death, personal injury, fraud, or statutory obligations is not limited.
8.3 Agency shall not be liable for indirect or consequential loss.

9. Termination

9.1 Either Party may terminate immediately upon material breach not remedied within 30 days, insolvency, or cessation of business.
9.2 Termination does not affect accrued rights or obligations.
9.3 Client must return all Agency property and IP upon termination.

10. Force Majeure

10.1 Agency is excused from performance due to events beyond reasonable control, including strikes, acts of God, flood, fire, pandemics, or regulatory changes.
10.2 Performance resumes as soon as reasonably possible.

11. Dispute Resolution

11.1 Parties shall attempt amicable resolution within 30 days of notice.
11.2 Failing resolution, disputes shall be referred to mediation under CEDR rules, then to the courts of England & Wales.

12. Miscellaneous

• Variation: Only written, signed changes are effective.

• Waiver: Non-enforcement does not waive rights.

• Assignment: Client may not assign without consent; Agency may subcontract freely.

• Partnership: No joint venture or agency relationship created.

• Third-Party Rights: No rights are conferred under the Contracts (Rights of Third Parties) Act 1999.