Inproe Limited — Outplacement Services Agreement Terms & Conditions
1. Parties and Definitions
1.1 In this agreement the following definitions apply:
"Provider" means Inproe Limited.
· "Employer" means the client organisation named in the accompanying Engagement Letter, which commissions and funds the Services.
· "Participant" means the individual named in the accompanying Engagement Letter, who receives the Services.
· "Services" means the outplacement programme described in Clause 3 of this agreement.
· "Fee" means £2,000 plus VAT at the prevailing rate, as set out in Clause 5.
· "Commencement Date" means the date of the Participant's first session with the Provider.
· "Engagement Letter" means the covering letter issued by the Provider to the Employer which, together with this agreement, forms the entire contract between the parties.
1.2 This agreement is between the Provider and the Employer. The Participant is not a party to this agreement but is the intended recipient of the Services. A separate Participant Letter of Engagement will be issued to and signed by the Participant prior to commencement, setting out the terms on which the Provider will work with them directly.
2. Commencement and Duration
2.1 This agreement commences on the date it is signed by the Employer and remains in effect until the Services have been delivered in full or the agreement is terminated in accordance with Clause 9.
2.2 The three core programme stages will be delivered within a timeframe agreed between the Provider and Participant, typically within three to six months of the Commencement Date, subject to the Participant's availability and the pace at which opportunities develop, particularly in relation to Stage Three.
2.3 Following completion of the three core stages, the Provider will remain available to the Participant in a light-touch advisory capacity for twelve months from the Commencement Date, as described in Clause 3.4.
3. Scope of Services
3.1 Stage One — Profile Review and Career Audit
The Provider will conduct a thorough review and rewrite of the Participant's CV and professional online profile (including LinkedIn), ensuring both accurately reflect the Participant's experience, seniority, and market positioning. Alongside this, the Provider will conduct a structured career audit exploring the Participant's key skills, core strengths, working modalities, and the professional experiences that have shaped their career to date.
3.2 Stage Two — Motivation Mapping and Market Analysis
The Provider will conduct a structured discussion with the Participant to explore motivations, values, and the factors that drive the Participant's professional performance and satisfaction. This will establish clear parameters to inform any search the Participant may undertake. The Provider will also produce a written market analysis identifying relevant target organisations, sectors, and geographies that represent well-matched opportunities, drawing on the Provider's knowledge of the speciality ingredients, fermentation, enzymes, cultures, and bio-ingredient sectors.
3.3 Stage Three — Interview Coaching and Preparation
As live opportunities develop, the Provider will deliver focused interview coaching and preparation, working with the Participant on presenting their experience compellingly, managing the dynamics of senior-level interviews, and approaching the process with confidence. This stage is scheduled to be of maximum practical use and will therefore be timed in response to the Participant's pipeline of opportunities rather than at a fixed point in the programme.
3.4 Ongoing Advisory Access
Beyond the three core stages, the Participant may contact the Provider for light-touch advisory support — including sense-checking approaches, discussing specific employers or opportunities, or seeking guidance at key decision points — for a period of twelve months from the Commencement Date. This ongoing availability does not constitute a managed job search or active recruitment service and is provided at the Provider's reasonable discretion.
3.5 What the Services Do Not Include
Unless separately agreed in writing under Clause 3.6, the Services do not include:
· Active introduction of the Participant to prospective employers or third parties;
· Management of recruitment or search processes on the Participant's behalf;
· Psychometric testing or formal assessment tools;
· Legal, financial, tax, or psychological advice of any kind.
The Provider recommends that the Participant seeks independent professional advice on employment law matters, redundancy terms, financial planning, and any other specialist areas arising during their career transition.
3.6 Optional Introductions Add-On
Where the Employer or Participant separately commissions an introductions service, this will be governed by a separate written agreement issued at that time. Where any introduction results in a placement, the Provider's standard recruitment terms will apply to the hiring organisation, and all relevant parties will be informed of the Provider's position in respect of any placement fee at the outset.
3.7 The Provider does not guarantee that the Participant will secure a new role, a role at a specific level, or a specific level of compensation as a result of the Services.
4. Delivery
4.1 The three core stages will each be delivered as a one-to-one virtual session of approximately sixty to ninety minutes, supplemented by preparatory and follow-up work by the Provider as appropriate to each stage.
4.2 Sessions will be conducted via agreed virtual platforms. Where both parties agree, sessions may be conducted by telephone or, exceptionally, in person.
4.3 The Provider will use reasonable endeavours to accommodate the Participant's scheduling preferences. The Provider may reschedule a session with reasonable prior notice. If the Participant cancels or fails to attend a session without giving at least 48 hours' notice, that session may be treated as having been delivered for the purposes of this agreement.
4.4 The written market analysis produced as part of Stage Two will be delivered to the Participant within an agreed timeframe following the Stage Two session.
5. Fees and Payment
5.1 The Fee for the Services is £2,000 plus VAT at the prevailing rate. Inproe Limited is registered for VAT in the United Kingdom.
5.2 The Provider will issue an invoice to the Employer on or promptly after the date this agreement is signed. The Fee is payable in full within 14 days of the invoice date and in any event before the Commencement Date. Services will not commence until payment has been received in cleared funds.
5.3 The Fee is non-refundable once the Commencement Date has occurred, including without limitation in circumstances where:
· The Participant secures a new role before all three stages have been completed;
· The Participant chooses not to engage with or fully utilise the programme;
· The Employer's organisational or financial circumstances change after commencement;
· The agreement is terminated by the Employer other than for Provider material breach.
5.4 If the Employer commissions the programme but the Participant declines to engage prior to the Commencement Date, the Provider will use reasonable endeavours to reschedule. If the Participant continues to decline engagement within 30 days of the original intended Commencement Date, 50% of the Fee will be retained by the Provider to cover preparation and availability costs, and the balance will be refunded.
5.5 Any additional services outside the scope of Clause 3 (including but not limited to extended advisory periods, additional coaching sessions, or psychometric tools) will be subject to a separate written agreement and may incur additional fees.
5.6 All invoices not paid by the due date will accrue interest at 8% per annum above the Bank of England base rate, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
6. Responsibilities of the Parties
6.1 The Provider will:
· Deliver the Services with reasonable skill, care, and diligence;
· Maintain professional conduct and appropriate confidentiality throughout;
· Disclose any conflict of interest promptly, as set out in Clause 8;
6.2 The Employer will:
· Pay the Fee in accordance with Clause 5;
· Provide the Provider with relevant background information about the Participant's role and circumstances to the extent necessary for the Provider to deliver the Services effectively;
· Not seek to influence or direct the Provider's professional judgement in delivering the Services;
· Not use the outplacement programme as a mechanism to obtain information about the Participant's plans, intentions, or activities beyond the summary confirmation described in Clause 7.3.
7. Confidentiality and Data Protection
7.1 The Provider will keep confidential all information relating to the Employer, the Participant, and the delivery of the Services, and will not disclose such information to any third party except where required by law or with the express prior written consent of the relevant party.
7.2 All session content, career plans, personal disclosures, and coaching discussions between the Provider and Participant are treated as strictly confidential between those two parties. This confidentiality is maintained independently of the Employer's status as the commissioning and paying party.
7.3 The Provider will not disclose to the Employer any information relating to the Participant's career plans, session content, intentions, or search activity. The Provider will confirm to the Employer only that the programme has commenced and, on completion that it has concluded. Any reporting to the Employer beyond these two confirmations requires the express prior written consent of the Participant.
7.4 All parties will comply with their respective obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. The Provider will process the personal data of the Participant in accordance with its privacy notice, a copy of which is available on request.
7.5 The Provider's confidentiality obligations under this clause survive termination of this agreement.
8. Conflicts of Interest
8.1 The Provider will disclose promptly to both the Employer and the Participant any actual or potential conflict of interest that may materially affect the delivery of the Services.
8.2 In the event that the Provider identifies, during the programme, a role within one of its active recruitment assignments for which the Participant may be suitable, the Provider will disclose this to the Employer and the Participant immediately. No introduction will be made without the Participant's express consent. Where an introduction is made in such circumstances, the Provider will inform all relevant parties of its position in respect of any placement fee to the hiring organisation before the introduction is made.
8.3 Where a conflict of interest cannot be appropriately managed or mitigated, the Provider will propose a resolution, which may include excluding specific organisations from the market mapping, reallocating relevant work, or, in significant cases, withdrawing from the engagement with a pro-rata fee refund for undelivered stages.
9. Intellectual Property
9.1 All materials, frameworks, templates, and analytical tools created or supplied by the Provider in connection with the Services remain the intellectual property of the Provider.
9.2 The Participant is granted a personal, non-transferable licence to use such materials for the purposes of their own career transition only. Materials may not be shared with third parties, reproduced for commercial purposes, or used in any way other than for the Participant's personal career development.
10. Limitation of Liability
10.1 The Provider's total aggregate liability to the Employer arising out of or in connection with this agreement, whether in contract, tort (including negligence), or otherwise, is limited to the amount of the Fee actually paid by the Employer under this agreement.
10.2 The Provider is not liable for:
· Loss of earnings, loss of opportunity, loss of anticipated savings, or any other consequential, indirect, or special loss;
· Decisions made by third-party employers, search firms, or other parties in the course of the Participant's job search;
· The Participant's own decisions, actions, or omissions during or after the programme;
· Any failure by the Participant to secure a new role within any particular timeframe.
10.3 Nothing in this clause limits or excludes the Provider's liability for:
· Death or personal injury caused by the Provider's negligence;
· Fraud or fraudulent misrepresentation;
· Any other liability that cannot lawfully be excluded or limited under English law.
11. Termination
11.1 Either party may terminate this agreement by giving 14 days' written notice to the other, subject to Clause 5.3 regarding the non-refundable nature of the Fee.
11.2 Either party may terminate this agreement with immediate effect by written notice if the other party commits a material breach of this agreement and, where the breach is capable of remedy, fails to remedy it within 14 days of receiving written notice specifying the breach.
11.3 The Provider may suspend or terminate the Services immediately if the Participant's conduct is inappropriate, abusive, threatening, or otherwise makes continuation of the programme unreasonable, as determined by the Provider acting reasonably. In such circumstances no refund of the Fee will be due.
11.4 On termination for any reason, any stages already delivered or substantially commenced will be deemed to have been earned. The Fee remains non-refundable in accordance with Clause 5.3 unless termination is by the Employer following unremedied material breach by the Provider, in which case a pro-rata refund for undelivered stages will be negotiated in good faith.
12. Governing Law and Jurisdiction
12.1 This agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) is governed by and construed in accordance with the laws of England and Wales.
12.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement.
13. Entire Agreement and Variations
13.1 This agreement, together with the Engagement Letter and any Participant Letter of Engagement, constitutes the entire agreement between the Provider and the Employer in relation to the Services and supersedes all prior representations, negotiations, and agreements relating to the same subject matter.
13.2 Any variation to this agreement must be agreed in writing and signed by authorised representatives of both the Employer and the Provider.
13.3 If any provision of this agreement is found to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, that provision will be severed and the remaining provisions will continue in full force and effect.
14. Notices
14.1 Any notice required under this agreement must be given in writing and delivered by email (with read receipt requested) or by first-class post to the addresses set out in the Engagement Letter.
14.2 Notices sent by email are deemed received on the next business day following transmission. Notices sent by first-class post are deemed received two business days after posting.