Terms & Conditions

Eagle Eyes & Ears Platform – Terms & Conditions

Effective Date: 1st March 2026

1. Introduction and Acceptance

1.1 These Terms and Conditions ("Agreement") constitute a legally binding agreement between you ("User", "you", "your") and Eagle Eyes & Ears ("Company", "we", "us", "our") governing your access to and use of the Platform, including all associated services, functionality, and content.

1.2 By registering an account, accessing, or using the Platform in any manner, you acknowledge that you have read, understood, and agree to be bound by this Agreement in full.

1.3 If you do not agree to these Terms, you must immediately cease all access to and use of the Platform.

1.4 Where a User introduces, uploads, or otherwise ports into the Platform any existing referral, placement, or commission-generating opportunity that was previously subject to separate terms with a third party (including any Authorised Recruitment Agent), the User expressly agrees that:

1.4.1 such referral, placement, or opportunity shall, from the point of submission into the Platform, be governed exclusively by this Agreement;

1.4.2 any prior agreements, terms, or understandings between the User and any third party in respect of such referral or placement shall not apply to the extent that they conflict with, or are inconsistent with, this Agreement;

1.4.3 the Company shall have no obligation to recognise, honour, or give effect to any prior commission arrangements, fee structures, or commercial terms agreed outside of the Platform;

1.4.4 all commission entitlement, calculation, and payment in respect of such referral or placement shall be determined solely in accordance with this Agreement;

1.4.5 by submitting such referral or placement to the Platform, the User confirms their acceptance that this Agreement supersedes any prior arrangements in respect of that referral or placement.

1.5 Where a "ported placement" is made available within a User's account, the User shall be required to expressly confirm their acceptance that such placement is governed by this Agreement.

1.5.1 Upon providing such confirmation, the placement shall be treated as fully subject to these Terms and Conditions;

1.5.2 Any prior terms, agreements, or arrangements shall cease to apply to the extent permitted by law;

1.5.3 No commission entitlement shall arise in respect of such placement until such acceptance has been completed.

2. Nature of Services

2.1 The Platform is a technology-based referral and recruitment facilitation service designed to enable users to submit candidate referrals, job opportunities, and client introductions.

2.2 The Company does not act as an employer, employment agency, or intermediary unless expressly agreed in writing and makes no representations or warranties in respect of:

• Employment outcomes;
• Candidate suitability;
• Accuracy or completeness of job information.

2.3 All hiring decisions are made solely by third-party employers or recruitment agencies, and the Company bears no responsibility for such decisions.

2.4 The User acknowledges and agrees that Eagle Eyes & Ears operates solely as an online platform and is not an employment agency.

2.5 The Company may share relevant referral information with authorised third-party recruitment agencies selected from its panel of vetted partners (each an "Authorised Recruitment Agent").

2.6 Any Authorised Recruitment Agent shall be solely responsible for progressing, managing, and communicating in relation to any referral submitted via the Platform. Eagle Eyes & Ears shall have no responsibility or liability for the actions, omissions, or conduct of such Authorised Recruitment Agents.

2.7 Where a User wishes to know which Authorised Recruitment Agent is progressing a specific referral, they may submit a written request to: info@eagle-eyes-ears.com.

2.8 Each Authorised Recruitment Agent operates as an independent third party and not as an employee, partner, or agent of Eagle Eyes & Ears. Nothing in this Agreement shall be construed as creating any agency, partnership, joint venture, or fiduciary relationship between the Company and any Authorised Recruitment Agent.

2.9 The Company shall have no liability whatsoever in respect of any dealings, communications, agreements, or transactions between the User and any Authorised Recruitment Agent, including (without limitation) any recruitment processes, contractual arrangements, payments, disputes, or outcomes arising from such interactions.

2.10 The Company does not warrant, represent, or guarantee the performance, conduct, suitability, or reliability of any Authorised Recruitment Agent. Any engagement with an Authorised Recruitment Agent is undertaken at the User's own risk.

2.11 The Company shall not be liable for the accuracy, completeness, or reliability of any information, statements, or representations provided by any Authorised Recruitment Agent, and the User acknowledges that they are responsible for independently verifying such information prior to relying on it.

3. User Scope and Applicability

3.1 These Terms apply exclusively to users acting as Referrers/Freelancers ("Referrers").

3.2 Referrers may submit candidate referrals, job opportunities, and client introductions and may become eligible to earn commission subject to the provisions of this Agreement.

3.3 Separate terms and conditions apply to other categories of users and nothing in this Agreement shall be construed as granting Referrers rights applicable to those users.

3A. Independent Status

3A.1 Nothing in this Agreement shall be construed as creating any relationship of employment, worker status, agency, partnership, or joint venture.

3A.2 Users act strictly as independent contractors and have no authority to bind, represent, or act on behalf of the Company.

4. Eligibility

4.1 You represent and warrant that you are at least 18 years of age and have full legal capacity to enter into this Agreement.

4.2 The Company reserves the right to verify your identity and suspend or terminate your account where necessary.

5. Account Responsibilities

5.1 You are solely responsible for maintaining the confidentiality of your account credentials and for all activities conducted through your account.

5.2 The Company shall not be liable for any loss or damage arising from unauthorised use of your account.

6. Commission Framework

6.1 Commission is discretionary, conditional, and subject to verification by the Company.

6.2 No entitlement to commission arises unless and until:

• A valid referral has been made via the Platform;
• A placement has been successfully completed; and
• Payment has been received by the Company from the relevant client.

6.3 The Company retains sole discretion to determine eligibility for commission payments.

6A. Commission Clawback

6A.1 The Company reserves the right to withhold, reverse, or reclaim commission payments.

6A.2 This includes, without limitation, circumstances where:

• A placement terminates early;
• A client fails to pay;
• Fraud, misrepresentation, or misconduct is identified; or
• The User breaches this Agreement.

6A.3 Any amounts owed to the Company shall be repaid within 14 days of written demand.

6B. Automated Commission Determination

6B.1 Commission determinations shall be based on the Platform's internal systems, records, and data.

6B.2 Such records shall constitute the authoritative and final evidence of referral attribution and entitlement.

6B.3 Commission shall generally be determined on a first valid submission basis.

6B.4 The Company's decisions shall be final and binding, except in cases of demonstrable error.

6C. Taxation

6C.1 You acknowledge and agree that you are solely responsible for all tax obligations arising from commissions earned, including income tax, National Insurance contributions, and VAT where applicable.

6D. Scope of Commission Model

6D.1 Unless otherwise agreed in writing, the commission model applies specifically to:

• Placements within the United Kingdom;
• Engagements operating on an Outside IR35 basis; and
• Arrangements where payment is made to a worker's UK limited company.

6D.2 The Company reserves the right to apply alternative commission models for other engagement structures.

6E. Commission Calculation

6E.1 Commission shall be calculated solely on Net Profit generated by the relevant placement or job fulfilment.

6E.2 For the purposes of this Agreement:

• Gross Profit means total revenue received by the Company;
• Overheads shall be deemed to be 35% of Gross Profit;
• Net Profit shall mean Gross Profit minus 35% overheads.

6E.3 Commission shall be calculated in accordance with the following tiered structure:

• 10% for 0–3 qualifying referrals;
• 15% for 4–6 qualifying referrals;
• 17.5% for 7–10 qualifying referrals;
• 20% for 11 or more qualifying referrals.

6E.4 Commission tiers are cumulative and apply retrospectively to all qualifying referrals once a higher tier is achieved.

6E.5 The Company retains sole discretion in determining referral counts and applicable commission tiers.

6E.6 Where the Platform references a "standard agency markup" for the purposes of estimates, illustrations, or indicative calculations, this shall be deemed to mean a markup of 12.5% applied to the candidate pay rate.

6E.7 The User acknowledges that such markup references are provided for estimation purposes only and do not constitute a guarantee of actual commercial terms applied to any specific placement.

6F. Commission Scope and No Client Ownership

6F.1 Commission shall only be payable where: (a) A referred candidate is successfully placed; or (b) A referred job is successfully filled.

6F.2 Commission entitlement is strictly limited to the specific placement or job referral.

6F.3 Users acquire no ownership, exclusivity, or ongoing rights in respect of any client.

6F.4 No commission shall be payable for future or unrelated roles with the same client.

6F.5 The Company retains sole discretion in determining attribution and entitlement.

6G. Payment Terms

6G.1 Commission shall only become payable once calculated and formally approved within the Platform.

6G.2 Approved commission amounts shall be displayed within the User's Earnings section.

6G.3 Payment shall be made within 14 days of approval, subject to all other provisions of this Agreement.

6G.4 Any pending or provisional amounts shall not constitute a payment obligation.

6G.5 Platform records shall constitute the authoritative record of commission status.

6I. Exceptional Commission Arrangements and Confidentiality

6I.1 The User acknowledges and agrees that the commission structures publicly referenced or advertised by the Company constitute the Company's standard commercial arrangements.

6I.2 In exceptional, rare, and entirely discretionary circumstances, the Company may agree to apply an alternative or enhanced commission percentage for a specific User and/or a specific placement or commercial arrangement.

6I.3 Any such enhanced or alternative commission arrangement:

6I.3.1 shall be strictly exceptional in nature;

6I.3.2 shall not create any precedent, expectation, or entitlement for any other User;

6I.3.3 may be withdrawn, amended, or revoked by the Company at its sole discretion;

6I.3.4 shall remain confidential at all times.

6I.4 The User expressly agrees that any enhanced commission percentage, commercial arrangement, or deviation from the Company's standard published commission model constitutes confidential commercial information belonging to the Company.

6I.5 The User shall not, whether directly or indirectly, disclose, publish, communicate, discuss, or otherwise make known any such enhanced commission arrangement to any third party, including (without limitation):

6I.5.1 other users of the Platform;

6I.5.2 recruitment agencies;

6I.5.3 clients;

6I.5.4 candidates; or

6I.5.5 any other external party.

6I.6 The User acknowledges that unauthorised disclosure of such information may:

6I.6.1 cause commercial harm to the Company;

6I.6.2 undermine the Company's commercial negotiations and pricing structures;

6I.6.3 damage the Company's reputation and commercial standing; and

6I.6.4 expose the Company to commercial disadvantage and operational disruption.

6I.7 In the event that the Company reasonably believes that the User has breached this clause, the Company shall be entitled, without limitation, to:

6I.7.1 immediately revoke any enhanced commission arrangement;

6I.7.2 revert the User's commission entitlement to the standard advertised commission structure;

6I.7.3 withhold or recover any enhanced commission amounts paid in excess of the standard commission structure; and

6I.7.4 suspend or terminate the User's access to the Platform.

6I.8 The obligations contained within this clause shall survive termination of this Agreement.

6H. Limited Non-Circumvention

6H.1 The User agrees that they shall not use any information obtained through the Platform for the purpose of deliberately circumventing or bypassing the Company in relation to any referral or opportunity submitted via the Platform.

6H.2 For the avoidance of doubt, this clause shall apply only where the User takes active steps to avoid the Company's involvement in a manner intended to deprive the Company of commercial benefit arising from a referral made through the Platform.

6H.3 Nothing in this clause shall restrict the User from engaging in independent business activities unrelated to referrals submitted via the Platform.

7A. User Employment, Client and Contractual Obligations

7A.1 The User acknowledges and agrees that Eagle Eyes & Ears has no knowledge of, and is not responsible for monitoring or reviewing, any employment agreement, consultancy agreement, contractor agreement, restrictive covenant, confidentiality obligation, non-compete obligation, non-solicitation obligation, or any other contractual or legal restriction applicable to the User.

7A.2 The User warrants, represents, and undertakes that:

7A.2.1 their use of the Platform;

7A.2.2 their submission of referrals, opportunities, candidates, clients, or information; and

7A.2.3 their participation in any activities connected with the Platform,

do not and shall not breach any obligation owed by the User to any current or former employer, client, customer, recruitment agency, consultancy, or other third party.

7A.3 The User further warrants that they are acting fully in accordance with all contractual, fiduciary, confidentiality, and legal obligations applicable to them.

7A.4 Nothing within the Platform, these Terms, or the activities of Eagle Eyes & Ears shall be construed as:

7A.4.1 encouraging, inducing, procuring, or assisting any breach of contract, breach of duty, or unlawful conduct by the User; or

7A.4.2 encouraging the disclosure of confidential, proprietary, or commercially sensitive information in breach of any obligation owed by the User.

7A.5 The User acknowledges that they are solely responsible for determining whether they are legally permitted to share any information, referral, opportunity, or contact details through the Platform.

7A.6 The User shall fully indemnify, defend, and hold harmless Eagle Eyes & Ears against any and all claims, allegations, actions, proceedings, losses, liabilities, damages, fines, penalties, costs, or expenses (including legal costs on a full indemnity basis) arising out of or in connection with:

7A.6.1 any alleged or actual breach by the User of any employment agreement, contractor agreement, client agreement, restrictive covenant, confidentiality obligation, or other legal duty; or

7A.6.2 any allegation that Eagle Eyes & Ears induced, encouraged, assisted, or benefited from such breach.

7A.7 The Company reserves the right to suspend or terminate access to the Platform where it reasonably believes that a User may be acting in breach of obligations owed to a third party.

7. Referral Obligations

7.1 You warrant that all information submitted is accurate, lawful, and does not breach any third-party rights.

7.2 You agree to indemnify the Company against any claims arising from such submissions.

8. Payments

8.1 The Company shall not be liable for any failures or delays caused by third-party payment providers.

9. Prohibited Conduct

9.1 You agree not to engage in any unlawful, fraudulent, or abusive conduct when using the Platform.

10. Data Protection

10.1 The User acknowledges that, in using the Platform, they may submit personal data relating to identifiable individuals, including but not limited to names, email addresses, telephone numbers, employment details and other information ("Personal Data").

10.2 The User warrants, represents and undertakes that, prior to submitting any Personal Data to the Platform, they have:

10.2.1 obtained all necessary permissions and valid lawful basis under applicable data protection laws (including UK GDPR and the Data Protection Act 2018);

10.2.2 where relying on consent, obtained freely given, specific, informed and unambiguous consent from the relevant individual;

10.2.3 informed the individual that their Personal Data may be shared with Eagle Eyes & Ears and used for recruitment and referral purposes;

10.2.4 ensured that the disclosure of such Personal Data does not breach any confidentiality obligations, contractual restrictions, or applicable laws.

10.3 The User further agrees that they shall, upon request, provide evidence of such consent or lawful basis to the Company.

10.4 The User acknowledges and agrees that Eagle Eyes & Ears relies on the warranties set out in this clause and shall not be responsible for independently verifying the legality of any Personal Data submitted by the User.

10.5 The User shall indemnify, defend and hold harmless the Company against any and all claims, complaints, regulatory actions, fines, losses, damages or expenses (including legal costs) arising out of or in connection with:

10.5.1 any breach of this clause;

10.5.2 any failure to obtain valid consent or lawful basis; or

10.5.3 any unlawful or unauthorised sharing of Personal Data by the User.

10.6 The Company reserves the right, at its sole discretion, to remove any Personal Data, suspend access, or take any other action it deems necessary where it reasonably believes that such data has been submitted in breach of this clause or applicable law.

11. Intellectual Property

11.1 All intellectual property rights in the Platform remain the property of the Company.

11A. Content Licence

11A.1 By submitting content, you grant the Company a worldwide, non-exclusive, royalty-free licence to use such content for Platform operations.

12. Disclaimer

12.1 The Platform is provided on an "as is" and "as available" basis without warranties of any kind.

12.2 The Company makes no representations, warranties, or guarantees that:

• any job referral will result in a placement;
• any candidate referral will result in a placement;
• any referral will generate commission.

12.3 The User acknowledges that all referrals and opportunities facilitated via the Platform are inherently speculative and subject to numerous external factors beyond the Company's control, including but not limited to client decisions, hiring processes, commercial terms, and market conditions.

12.4 The Company operates solely as a platform and is not the hiring client. Accordingly, the Company has no control over, and shall have no liability in respect of, whether any referral progresses to a placement.

12.5 The User further acknowledges that Authorised Recruitment Agents are independent third parties and make no guarantees that any referral will result in a placement or commission.

12.6 The Company and/or its Authorised Recruitment Agents reserve the right to reject or discontinue any job referral at any stage, including at advanced stages of engagement, where a prospective client fails to meet required compliance checks, including (without limitation) credit checks, due diligence requirements, or internal risk assessments.

12.7 The Company shall have no liability whatsoever for any failure of a referral to result in a placement or commission, whether such outcome arises from:

12.7.1 decisions made by the Company;

12.7.2 decisions made by any Authorised Recruitment Agent;

12.7.3 decisions made by any client or third party; or

12.7.4 any other factor beyond the Company's control.

13. Limitation of Liability

13.1 To the fullest extent permitted by law, the Company excludes all liability for indirect, incidental, or consequential loss.

13.2 Without limitation to clause 13.1, the Company shall have no liability whatsoever in connection with:

13.2.1 the performance, conduct, acts or omissions of any Authorised Recruitment Agent (as described in Section 2);

13.2.2 the accuracy, completeness, or reliability of any information provided by any Authorised Recruitment Agent;

13.2.3 any dealings, communications, agreements, or transactions between the User and any Authorised Recruitment Agent;

13.2.4 any recruitment processes, contractual arrangements, payments, disputes, or outcomes arising from interactions with any Authorised Recruitment Agent.

13.3 The total aggregate liability of the Company shall be strictly limited to the amount of commission (if any) owed to the User at the time the claim arises.

13.4 The User acknowledges that use of the Platform, and any engagement with Authorised Recruitment Agents, is undertaken entirely at their own risk.

13.5 Nothing in this Agreement shall exclude or limit liability where such exclusion or limitation is prohibited by law.

14. Indemnity

14.1 You agree to indemnify the Company against all claims, losses, and liabilities arising from your use of the Platform or breach of this Agreement.

15. Termination

15.1 The Company may suspend or terminate your access at any time without liability.

16. Dispute Resolution

16.1 Any dispute must first be submitted to mediation and then, if unresolved, to binding arbitration.

16.2 The unsuccessful party shall bear the costs associated with such proceedings.

17. Amendments

17.1 The Company reserves the right to amend these Terms at any time.

18. Governing Law

18.1 This Agreement shall be governed by the laws of England and Wales.

19. Contact

You can reach a member of our management team directly on info@eagle-eyes-ears.com

20. Acceptance

By using the Platform, you confirm your acceptance of these Terms in full.