Terms & Conditions of Business

Talent Ascent Ltd (“Talent Ascent”, “we”, “us”) is a company registered in England and Wales, company no. 16736436, registered office 71–75 Shelton Street, Covent Garden, London WC2H 9JQ, United Kingdom. Contact: contact@talentascent.io. ICO registration ZC042741.

1. These Terms and how a contract is formed

1.1 These Terms govern every supply of services by Talent Ascent, whether purchased (a) online via a payment link or checkout page (“Online Order”), or (b) under a signed Order Form, Statement of Work, proposal or engagement letter (“SOW”).

1.2 A contract forms when (a) for Online Orders, we confirm your order after payment, or (b) for SOWs, both parties sign or we confirm acceptance in writing.

1.3 Order of precedence: (1) the SOW; (2) these Terms; (3) the Refund & Cancellation Policy and Delivery Terms, which are incorporated by reference; (4) any other document referenced in the SOW. Terms on a client purchase order or vendor portal do not apply, even if we sign or acknowledge them for administrative purposes.

2. Business clients only

2.1 Our services are supplied to businesses only. By placing an order you confirm that you are acting in the course of a business, trade or profession, and that the individual ordering is authorised to bind the client entity.

2.2 Consumer protection regimes — including the UK Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, the Consumer Rights Act 2015, and the EU Consumer Rights Directive — do not apply to business purchases. Where any mandatory local law grants non-waivable rights, those rights prevail to the minimum extent required.

2.3 We may cancel, and refund in full, any order that we reasonably believe has been placed by a consumer or otherwise outside the course of a business, before work commences.

3. Services, scope and change control

3.1 The services and deliverables are those described in the Online Order product description or the SOW — and only those. Anything not expressly listed is out of scope.

3.2 Pricing tiers. Published prices are entry points (“Investment from…”). The applicable tier is confirmed at intake, based on stated complexity factors (e.g. headcount, number of roles or markets in scope), before work commences. Where payment is taken at checkout ahead of intake, the tier-verification remedy in the Refund & Cancellation Policy applies: if intake reveals a higher tier than purchased, the client chooses between paying the difference and a full refund.

3.3 Change control. Any change to scope, deliverables, timeline or assumptions must be agreed in a written change order stating any fee and schedule impact before the changed work begins. We are not obliged to perform out-of-scope work, and out-of-scope work performed at the client’s documented request without a change order is chargeable at our then-current rates.

3.4 Assumptions. Each SOW may state assumptions (e.g. input quality, systems access, decision cadence). If an assumption proves incorrect, the affected fees and dates may be revised through change control.

3.5 One round of consolidated feedback per deliverable — written follow-up questions or factual corrections, submitted together — is included unless the SOW states otherwise. Additional rounds, workshops or re-analysis are chargeable.

4. Client dependencies

4.1 The client will, at its cost and in good time: (a) provide complete and accurate inputs, data and documents per the input checklist we issue; (b) provide access to relevant personnel and systems; (c) nominate a single authorised point of contact; and (d) make decisions and give approvals within 5 business days of request.

4.2 Timelines assume the dependencies in 4.1. Delay or failure by the client extends affected dates day-for-day and does not relieve payment obligations. Where a client delay exceeds 30 consecutive days, we may treat the engagement as terminated by the client under the Refund & Cancellation Policy.

4.3 We are entitled to rely on client-supplied information without independent verification.

5. Fees, currency and taxes

5.1 Fees are stated in the currency of the Online Order or SOW (USD, GBP or EUR). Prices in different currencies are set independently for each market and are not currency conversions of one another. The applicable price list is determined by the client’s billing country; we may decline, or cancel and re-issue at the correct price, any order placed against another market’s price list.

5.2 All fees are exclusive of VAT, GST, sales and similar taxes, which are charged where applicable. UK clients will be charged UK VAT where Talent Ascent is VAT-registered at the time of supply. For business clients outside the UK, supplies are generally outside the scope of UK VAT; EU business clients account for VAT under the reverse-charge mechanism and must supply a valid VAT/tax registration number on request.

5.3 If law requires the client to withhold tax from any payment, the amount payable is grossed up so that we receive the amount we would have received absent the withholding.

5.4 Pre-approved expenses (e.g. agreed travel) are recharged at cost. No expenses are incurred without prior written approval.

6. Payment

6.1 Online Orders are payable in full at checkout before work is scheduled.

6.2 Projects (Design and Direct scoped work): 50% deposit on signature, balance per the SOW milestone schedule; unless stated otherwise, the balance is invoiced on delivery of the final deliverable.

6.3 Retainers and fractional engagements: invoiced monthly in advance; the minimum initial term is three months unless the SOW states otherwise.

6.4 Invoices are payable within 14 days of the invoice date without set-off or deduction.

6.5 Late payment: we may charge statutory interest and fixed recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 (8% per annum above the Bank of England base rate, plus the statutory fixed sum), together with reasonable costs of recovery. We may suspend services, withhold deliverables, and pause delivery timelines while any undisputed invoice is overdue.

6.6 Invoice queries must be raised in writing within 14 days of the invoice date; the undisputed portion remains payable per 6.4.

7. Cancellation, refunds, delivery and acceptance

7.1 Cancellation and refund rights are set out in the Refund & Cancellation Policy; delivery timelines, dependencies and acceptance are set out in the Delivery Terms. Both form part of these Terms.

7.2 Deliverables are deemed accepted 10 business days after delivery unless the client notifies material non-conformance with the SOW/product description in writing within that period, in which case Section 12.3 (remedies) applies.

8. Intellectual property

8.1 Background IP. All methodologies, frameworks, models, templates, indices, calculators, scoring systems, benchmarks, software and know-how owned by or licensed to Talent Ascent before or independently of an engagement — including the Ascent Hiring Maturity Model, the hire-ROI engine, the Scaleup Role Value Index and the regulatory matrix — together with any modifications or improvements to them, remain Talent Ascent’s exclusive property (“Background IP”).

8.2 Deliverables. On payment in full, the client receives a perpetual, non-exclusive, non-transferable licence to use the deliverables for its internal business purposes. The client may not resell, republish, or make deliverables available to third parties (other than its professional advisers under confidentiality), and may not use them to build competing products or services.

8.3 Client materials remain the client’s property; the client grants us a licence to use them solely to deliver the services and warrants it has the right to provide them.

8.4 AI systems. The client may input deliverables into an AI system only where the environment is access-restricted and the system is not trained on the deliverables or our Background IP. Outputs derived from such use remain subject to the licence in 8.2.

8.5 We may retain and use engagement know-how, and anonymised and aggregated learnings, provided no client confidential information or personal data is identifiable.

9. Confidentiality

9.1 Each party will keep the other’s confidential information secret, use it only for the engagement, and disclose it only to personnel and advisers who need it and are bound by equivalent obligations. Standard exclusions apply (public domain, independently developed, already known, lawfully received from a third party, or required by law or regulator — with prior notice where lawful).

9.2 These obligations survive for 3 years after the engagement ends (indefinitely for trade secrets).

10. Data protection

10.1 Each party will comply with applicable data protection law, including UK GDPR, EU GDPR and, where applicable, US state privacy laws.

10.2 Where we process personal data on the client’s documented instructions (e.g. analysing the client’s hiring-funnel data), we act as processor and the parties will enter into our standard data processing addendum, available on request.

10.3 Where we conduct market, talent or succession research, we act as an independent controller of personal data of third-party individuals gathered from professional and public sources, processing it under our legitimate interests, applying UK GDPR transparency requirements (including the Article 14 approach appropriate to research of this kind) and minimisation, and retaining it no longer than necessary.

10.4 The client warrants that any personal data it provides to us has been collected and shared lawfully, with all required notices given.

11. Non-solicitation

During an engagement and for 12 months after it ends, neither party will solicit for employment or engagement any employee, associate or subcontractor of the other who was materially involved in the engagement, except via general public advertising. If the client engages such a person in breach, it will pay a fee of 25% of that person’s first-year total remuneration as a genuine pre-estimate of loss.

12. Warranties, disclaimers and remedies

12.1 We warrant that services will be performed with reasonable skill and care, by suitably qualified personnel, consistent with good industry practice (and as implied by the Supply of Goods and Services Act 1982).

12.2 No outcome guarantee. Our deliverables are professional advice and work product. We do not warrant or guarantee any hiring, retention, cost, speed or business outcome; that any candidate, market or structure identified will be available, suitable or accept an offer; or any particular result of implementing recommendations. Deliverables are not a substitute for the client’s own judgement, and the client will not treat any deliverable as the sole basis for any decision about an identified or assessed individual, including hiring, compensation or termination decisions, which remain solely the client’s decisions and responsibility.

12.3 Remedy. For services or deliverables that materially fail to conform to the SOW or product description, our first obligation is to re-perform or correct at no charge within a reasonable period; if we cannot, the client’s remedy is a refund of the fees paid for the non-conforming element. This is the exclusive remedy for non-conformance, subject to Section 13.

12.4 All other warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

12.5 We do not provide legal, tax, accounting or immigration advice; regulatory-readiness work is operational, not legal, advice.

13. Liability

13.1 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be excluded or limited.

13.2 Subject to 13.1, neither party is liable for loss of profits, revenue, anticipated savings, goodwill, or data, or for any indirect or consequential loss.

13.3 Subject to 13.1 and 13.2, each party’s total aggregate liability arising out of or in connection with an engagement is capped at the fees paid or payable by the client under the relevant Online Order or SOW in the 12 months preceding the event giving rise to the claim. This cap does not apply to: the client’s obligation to pay fees and expenses; the client’s indemnity under 13.4; or the client’s breach of Section 8 (Intellectual property) or misuse of Background IP.

13.4 The client will indemnify us against third-party claims arising from (a) employment or engagement decisions the client takes regarding any individual identified, mapped, assessed or discussed in the services, and (b) our use of client materials in accordance with these Terms.

13.5 We will indemnify the client against third-party claims that a deliverable, as delivered and used in accordance with these Terms, infringes third-party intellectual property, and may at our option procure rights, replace or modify the deliverable, or refund the fees for it.

14. Status, personnel and substitution

14.1 Talent Ascent is an independent contractor. Nothing in these Terms creates employment, agency, partnership or a fiduciary relationship, and neither party may bind the other.

14.2 Services are defined by outcome and deliverable, not by personal service of any named individual. We may substitute or supplement suitably qualified personnel or subcontractors at our discretion, remaining responsible for their work. Neither party is obliged to offer or accept work beyond the agreed SOW.

14.3 We determine the manner, method, location and hours of performance, subject to agreed milestones and reasonable client site/security policies.

15. Term, termination and consequences

15.1 An engagement runs until the services are delivered or the stated end date, unless terminated earlier under these Terms or the Refund & Cancellation Policy.

15.2 Either party may terminate an engagement immediately by notice if the other commits a material breach not cured within 30 days of written notice, or becomes insolvent or ceases business.

15.3 On termination: the client pays for all services performed and committed non-cancellable costs up to the effective date; sections intended to survive (including 5–6, 8–13, 16–18) survive; and licences to unpaid deliverables terminate.

16. Publicity

Neither party will use the other’s name or logo publicly without prior written consent. Case-study and reference rights, where agreed, are set out in the SOW.

17. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, provided it notifies the other promptly and mitigates. If a force majeure event continues for more than 60 days, either party may terminate the affected engagement, with payment for work performed.

18. General

18.1 Entire agreement. These Terms and the applicable Online Order/SOW are the entire agreement and supersede prior discussions. Neither party relies on any representation not set out in them (excluding fraud).

18.2 Variation only in writing signed or expressly agreed by both parties. Assignment only with written consent, except to an affiliate or successor in business. No waiver by delay or partial exercise. Severance of invalid provisions.

18.3 Third parties. No term is enforceable by anyone other than the parties under the Contracts (Rights of Third Parties) Act 1999. No candidate or other individual identified in the services acquires any rights under any engagement.

18.4 Notices in writing by email to the addresses on the Online Order/SOW (for us: contact@talentascent.io), deemed received the next business day.

18.5 Dispute escalation. Before issuing proceedings, the parties will attempt to resolve any dispute by good-faith negotiation between authorised senior representatives for 14 days from written notice of the dispute, and then, if unresolved, by mediation under the CEDR Model Mediation Procedure (or an agreed equivalent) for up to 30 days. Nothing prevents either party seeking urgent injunctive relief or pursuing undisputed debt claims at any time.

18.6 Compliance with laws. Each party will comply with all laws applicable to its performance and receipt of the services, including anti-bribery and anti-corruption laws (including the Bribery Act 2010), sanctions, and modern slavery laws.

18.7 Governing law and jurisdiction. These Terms and any dispute (contractual or non-contractual) are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

19. Regulated recruitment activity

Where a future SOW involves work-finding services within the meaning of the Employment Agencies Act 1973 and the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (e.g. introducing named candidates for direct engagement), a supplementary schedule of terms will apply to that SOW. Research-only services (market and succession mapping without candidate introduction or engagement) are not supplied as work-finding services.

Last updated: 16 July 2026. Talent Ascent Ltd, company no. 16736436, England & Wales.