Platform Terms
Ethos Artificial Intelligence Limited
Last updated: 5 August 2026
These Referral & Recruiting Fee Terms (the “Agreement”) govern the referral and recruiting services provided by Ethos Artificial Intelligence Limited, a company incorporated in England and Wales with registered number 15769231, with its principal place of business at Office 3.01, MYO, 42–50 York Way, Kings Cross, London, N1 9AB, United Kingdom (“Referrer”, “Ethos”, “we”, “us”), to any company that accepts these terms (the “Client”, “you”).
Ethos offers these terms on a standing basis. You accept them, and they become binding on you, on the earlier of: (a) the date you indicate acceptance through the Ethos platform or sign-up flow; (b) the date you sign a copy of these terms; or (c) the date you first accept an Introduction of a Candidate from Ethos (the “Effective Date”). No countersignature from Ethos is required for this Agreement to take effect.
Client and Referrer are each a “Party” and together the “Parties”.
1. Purpose
Referrer will introduce and refer qualified candidates (“Candidates”) to Client for potential employment or engagement in connection with Client’s open positions (“Positions”). This Agreement sets out the terms under which Referrer is compensated when a referred Candidate is hired.
2. Definitions
“Affiliate” means, in relation to a body corporate, any subsidiary or holding company of such body corporate, and any subsidiary of any such holding company, in each case from time to time.
“Candidate” means any individual introduced, referred, or otherwise made known to Client by Referrer, whether by direct introduction, resume submission, or facilitated conversation.
“Introduction” means the point at which Referrer first provides Client with a Candidate’s name, contact details, resume, or otherwise facilitates contact between Client and the Candidate, evidenced in writing (email or platform record).
“Placement” means when a Candidate accepts an offer of employment or engagement (including as a full-time employee, part-time employee, or contractor) with Client or any Affiliate of Client.
“Total Compensation” means the Candidate’s annualized first-year base salary plus any guaranteed bonus or, for contractors, the Candidate’s day rate for freelance or fixed-term contracts multiplied by the number of days worked by the Candidate, in each case excluding equity, sign-on bonuses, and other one-time or discretionary payments unless otherwise agreed in writing.
“Protected Period” means the period beginning on the date of Introduction and ending twelve (12) months thereafter.
3. Referral Fee
If a Candidate introduced by Referrer results in a Placement with Client (or any Client Affiliate) at any time during the Protected Period, Client shall pay Referrer a placement fee (the “Fee”) equal to:
10% of the Candidate’s Total Compensation, plus VAT (where applicable).
If a Candidate is hired as a part-time employee or a contractor and is subsequently hired as a full-time employee within the Protected Period, this shall be deemed a separate Placement upon which the Fee shall be payable in addition to any Fees previously owed.
No Fee is owed if the Candidate was, prior to Introduction, already engaged in an active hiring conversation or process with Client, provided Client can demonstrate this with contemporaneous records (e.g. an existing application, interview, or outreach predating the Introduction).
4. Invoicing & Payment Terms
Client will notify Referrer in writing of each Placement (with supporting details including Total Compensation) by the earlier of (i) 5 business days of the Placement and (ii) 7 business days prior to the Candidate’s confirmed start date.
Referrer will invoice Client within 5 business days of the Candidate’s confirmed start date.
Invoices are due within 30 days from the invoice date.
Late payments accrue interest at 1.5% per month (or the maximum permitted by law, if lower).
Fees are payable regardless of whether the Candidate’s employment is at-will, and regardless of the length of the Candidate’s subsequent tenure, subject to the Refund Guarantee in Section 5.
5. Refund Guarantee
If a placed Candidate’s employment ends — whether the Candidate resigns or is dismissed — within three (3) months of their start date, Client is entitled to a full (100%) refund of the Fee paid for that Placement. No refund is owed for terminations occurring after the 3-month mark.
No refund is owed where the Candidate’s departure results from a Client-initiated role elimination, layoff, divestiture, or other business change unrelated to the Candidate’s individual performance or fit; in such cases the Parties will discuss in good faith whether a partial accommodation is appropriate.
6. Non-Circumvention
During the Protected Period, Client shall not engage a referred Candidate directly, through a third-party recruiter, staffing agency, or Affiliate, in a manner intended to avoid payment of the Fee owed under this Agreement. Any such engagement shall be deemed a Placement and trigger the Fee in Section 3.
7. Exclusivity
This Agreement is non-exclusive. Client may engage other recruiters, agencies, or sourcing channels concurrently. Referrer likewise may refer Candidates to other clients, including Client’s competitors, subject to Section 8 (Confidentiality).
8. Confidentiality
Each Party agrees to keep confidential any non-public information disclosed by the other Party in connection with this Agreement, including compensation details, open headcount, hiring plans, and Candidate information, and to use such information solely to perform its obligations under this Agreement. This obligation survives termination of this Agreement for two (2) years.
Client grants Referrer permission to use Client’s name, logo, job description, and compensation range on Referrer’s platform, website, social media, email, telephone, and in any meetings with potential Candidates, for the purposes of sharing information with Candidates and promoting Referrer’s services.
9. Candidate Data & Compliance
Referrer confirms that it has obtained appropriate consent from each Candidate to share their information with Client.
Both Parties will comply with applicable data protection and employment laws (including anti-discrimination laws) in sourcing, referring, and hiring Candidates.
Referrer makes no guarantee as to a Candidate’s suitability, qualifications, or background. Client is solely responsible for its own vetting, interviewing, reference checks, and hiring decisions.
10. Term & Termination
This Agreement commences on the Effective Date and continues until terminated by either Party at any time, for any reason, effective upon written notice (email is sufficient). There is no minimum term and no penalty for termination. Termination does not affect confidentiality obligations, Fees owed for Introductions made, or Placements occurring, during the Protected Period applicable to Introductions made prior to termination.
11. Independent Contractor Relationship
Referrer is an independent contractor, not an employee, agent, or partner of Client. Nothing in this Agreement creates a joint venture, partnership, or employment relationship between the Parties.
12. Limitation of Liability
Neither Party shall be liable to the other for indirect, incidental, consequential, or punitive damages arising from this Agreement. Referrer’s total liability under this Agreement shall not exceed the total Fees paid by Client in the twelve (12) months preceding the claim.
13. Governing Law & Dispute Resolution
This Agreement and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. Each Party hereby submits to the exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute, or matter arising out of or in connection with this Agreement and its implementation and effect.
14. General
This Agreement constitutes the entire understanding between the Parties regarding its subject matter and supersedes prior agreements or communications.
No variation or amendment of this Agreement shall be valid unless it is in writing and duly executed by or on behalf of all Parties.
Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party.
If any provision is held unenforceable, the remaining provisions remain in full force.
A person who is not a Party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
Notices under this Agreement shall be sent in writing to the addresses set out above, or such other address as a Party designates in writing.
15. Changes to These Terms
Referrer may update these terms from time to time by posting a revised version at this address. Changes apply prospectively only: any Introduction made before the date of a revision remains governed by the version in force at the time of that Introduction. The date at the top of this page indicates when these terms were last revised.
16. Contact
Ethos Artificial Intelligence Limited
Office 3.01, MYO, 42–50 York Way, Kings Cross, London, N1 9AB, United Kingdom
Registered in England and Wales, Company No. 15769231