We reserve the right to update these Terms from time to time at our discretion. We may do so for technical or legal reasons, or because the needs of our business have changed. We shall notify you of any changes we make to the Terms if you have an account on the Site. You agree that if you do not accept any amendment to our Terms then you shall immediately stop accessing and/or using the Site. Updated Terms will be effective as soon as they are accessible.
The Site is an online marketplace where businesses can engage specialist workers. We do not provide services directly, nor do we act as principal in any transaction, nor as agent for either party. We are an intermediary platform, and we are not bound by any contract that may arise at any time between our business and specialists. We do not act as an employment agency and/or an employment business in respect of the Site.
The Site may be used only by individuals and organisations resident in the United Kingdom who wish to procure or provide services in the United Kingdom. You should not use the Site if you do not meet this requirement.
2. Definitions & Interpretation
In these Terms, words defined in Condition 1 shall have the same meaning when used throughout these Terms. In addition, the following words have the following meanings:
Brief: a description of the Services required provided by a Client;
Client: a business or other entity who registers on the Site in order to find a Specialist;
Commission: the sum to be paid to Engineers for Pioneers calculated as 10% of the Fees to be paid by the Specialist and 5% of the Fees to be paid by the Client. For the avoidance of doubt, we reserve the right to change the calculation of the Commission due at our sole discretion and on notice;
Fees: the fees due from the Client in consideration of the Services;
IP Rights: any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design rights, rights in trade, Client or domain names, rights in trade dress, rights in inventions, rights in confidential information or know-how or any similar of equivalent rights in any part of the world;
Proposal: any information provided by the Specialist in response to the Brief before the Services Contract is agreed;
Services: the services to be provided by a Specialist in response to a Brief which may include telephone consultations, consulting projects, conference calls, face-to-face meetings, project and assignment work, speaking engagements, research and advisory services;
Services Contract: the relationship between the Specialist and the Client in respect of the Services set out here subject to any additional or replacement terms that and conditions that the Specialist and Client may agree to in writing from time to time;
Site Content: all materials on the Site, including all information, data, text, images, recordings and software but excluding any User Content;
Specialist: an individual or company who registers on the Site seeking to provide Services, and for a company, Specialist shall mean that company, the individual accessing the Site and/or providing the Services as the case may be;
Terms: these terms and conditions;
User Content: any content posted on the Site by any user of the Site; and
you: any user of the Site, including a Specialist and a Client.
Words in the singular include the plural and in the plural include the singular.
Headings shall not affect the interpretation of these Terms.
References to Conditions are, unless otherwise provided, references to the conditions of these Terms.
Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party's other rights and remedies.
Any phrase introduced by the words ‘including’ shall be construed as illustrative and shall not limit the generality of the related words.
3. Registration and Use
Whether you are a Client or a Specialist, when you register you will create a user identification and password. You are responsible for keeping your password confidential. You may not allow any third party to access your account, including any associated company. You are responsible for any activity under your account. Please take precautions to protect your password and contact us immediately by email at firstname.lastname@example.org if you believe there has been any unauthorised use of your account.
You shall keep all of your account information current and complete.
When you use the Site you must comply with all applicable laws. In particular, but without limitation, you agree not to:
(a) try to gain unauthorised access to the Site or any networks, servers or computer systems connected to Engineers for Pioneers;
(b) harvest or otherwise collect non-public information about another user obtained through the Site (including email addresses), without the prior written consent of the holder of the appropriate rights to such information;
(c) add another user to your email or physical mailing list without their consent after adequate disclosure, or use their email address or contact details for antisocial, disruptive, or destructive purposes;
(d) transmit spam, chain letters or other unsolicited emails; and/or
(e) reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble all or part of the Site save to the extent expressly permitted by law not capable of lawful exclusion.
User Content shall not:
(a) include any content that is deliberately dishonest or false;
(b) include any content which promotes fraudulent, obscene, pornographic, or illegal activities; promotes violence or hatred; or is discriminatory of any group of people; is sexually explicit; or is obscene, offensive, hateful or inflammatory;
(c) include any IP Rights that do not belong to the user, unless the user has the written consent of the owner of such IP Rights;
(d) include any personal insults or attacks including deliberately flaming other users in a manner that might incite or perpetuate a conflict or argument; and/or
(e) encourage or otherwise deliberately or recklessly involve any breaches of applicable laws, regulations, codes of practice and/or guidelines;
If you wish to register as a Specialist on the Site and you are operating as an individual you must provide us with a copy of your driving licence, photograph page of your passport or national insurance number as we may from time to time request. If you are operating as a company, you must provide us with your company number together with a copy of your driving licence and/or the photograph page of a company director’s passport as we may from time to time request. You agree that will shall use this information to verify your identity. You also agree to provide any further information that we may require from you from time to time, including information relating to your professional indemnity insurance.
You agree that you:
(a) are at least 18 years old;
(b) are legally capable of entering into a contract;
(c) do not have any criminal conviction anywhere in the world, excluding an offence under road traffic legislation in the United Kingdom or elsewhere for which you are not sentenced to any term of imprisonment whether immediate or suspended; and
(d) are legally entitled to work in the UK.
At our request, you shall provide evidence of your compliance with this Condition 4.2.
We shall consider your registration, and if we accept you as a Specialist you may create a profile on the Site. You warrant and represent that all content included in a profile and other interactions you may have on the Site shall comply with Condition 3.4. You warrant and represent that any interactions you may have on the Site shall also comply with Condition 3.4.
You acknowledge and agree that your profile may be viewed by other users of the Site.
You agree to not provide advice or recommendations on financial matters, stocks, other investments, any ratings or securities, legal, medical, accounting or financial planning unless you holds all necessary qualifications and you have entered into the Service Contract.
If you wish to register on behalf of a Client on the Site, you must:
(a) have the authority to bind the Client to these Terms; and
(b) be based in the UK.
At our request, you shall provide evidence of your compliance with this Condition 5.1. You also agree to provide any further information we may require from you from time to time, including information relating to any relevant insurances.
Once registered as a Client you shall be entitled to post Briefs and to engage with Specialists in relation to your Briefs.
You agree that your Brief shall include the following information:
(a) have the authority to bind the Client to these Terms; and
(b) any assumptions or likely difficulties associated with the Services;
(c) any timetable and milestones to be achieved under the Services if known;
(d) the Fee due to the Specialist if known;
(e) the expected Deliverables if known.
You will promptly notify us if the Brief is no longer required for any reason.
You understand that a Specialist may be limited by other instructions or obligations that they may have agreed with or owe to entities or institutions with which they are affiliated or employed. To the extent you know about any such limitations or obligations, you agree to respect them in your interactions with Specialists. In particular, you shall not:
(a) procure, entice, solicit or induce or do anything that causes a Specialist to breach any other contract or obligations that you are aware of and that a Specialist may owe to another party, including an employment contract; and
(b) not knowingly or recklessly access Specialists who you are aware are employed by a company reasonably considered a direct competitor of yours or a direct competitor of your customers. You will neither request nor proceed with any discussion with any such Specialist.
Clients warrant and represent that the Brief and any interactions it may have on the Site shall comply with Condition 3.4. You agree to not ask Specialists for advice or recommendations on financial matters, stocks, other investments, any ratings or securities, legal, medical, accounting or financial planning without first ensuring the Specialist holds all necessary qualifications and you have entered into a Service Contract.
Clients shall treat all personal data and other information relating to a Specialist as confidential and keep all such information secure, and not share such data with any third party, or use such data for any purpose except to consider the Specialist’s suitability for a Brief. Clients shall take appropriate security measures (including physical, electronic and procedural measures) to help safeguard such personal data from unauthorised access, loss and disclosure and shall otherwise comply with all applicable laws and regulations relating to data protection. Clients shall ensure that individuals processing personal data of a Specialist are subject to a duty of confidence in relation to such personal data. Clients shall assist us in providing subject access and allowing data subjects to exercise their rights under applicable laws and assist us in meeting our legal obligations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments. At our request, Clients shall submit to audits and inspections by us to ensure that the Client is complying with its obligations under this Condition 5.6 and shall notify us if it is requested to take any action in breach of any applicable data protection legislation.
Clients agree that Engineers for Pioneers shall be entitled to reproduce and use the Client’s name and associated logos within publicity for Engineers for Pioneers.
6. Relationship between Specialists and Clients
From time to time we may notify a Specialist with details of a Brief if in our reasonable opinion we believe that a Specialist may be able to provide the Services required under the Brief. We ask that the Specialist accepts or declines the Brief within  working days, unless we ask for a shorter response time. The Specialist agrees that you will accept a Brief only if:
(a) the Brief does not give rise to a conflict of interest;
(b) you will not breach any other contract by accepting the Brief, including a contract of employment and any post termination restrictions;
(c) you are suitably qualified and experienced for the Brief; and
(d) you are available for the full duration of the Brief and are otherwise able to complete the Brief in accordance with its terms if sufficient information is provided within the Brief.
If the Specialist accepts a Brief, we shall notify the Client accordingly, and the Client will then be able to view the Specialist’s profile. The Client may then create a shortlist of Specialists in relation to its Brief and contact each Specialist to ask for a Proposal with details on how the Specialist will fulfil the Brief. The Client can consider the Proposals (but not otherwise use them) and if the Client wishes to accept a Proposal, then the Client can hire the Specialist under the terms of the Service Contract.
Specialists agree that they are directly responsible to Clients for the Services they provide and if they have agreed that a specific individual will provide the Services, they may not substitute that individual for anyone else without the Client’s consent.
The Specialist is not and shall not be deemed to be an employee of Engineers for Pioneers. If Engineers for Pioneers incurs any costs including income tax or national insurance costs as a result of the acts of the Specialist, the Specialist shall pay all such costs.
Specialists and Clients each agree to keep confidential and only use in relation to the Services any information disclosed by the other party including its finances, customers, plans, proposals and management provided such information is marked as confidential or manifestly by its nature is confidential. However, these obligations shall not apply to any information that:
(a) was publicly known and made generally available in the public domain prior to the time of such disclosure;
(b) becomes publicly known and made generally available after such disclosure through no breach of any contractual obligation;
(c) is already known by or legally in the possession of the receiving party at the time of such disclosure; and/or
(d) is lawfully disclosed by a third party, without any obligation of confidentiality.
Specialists and Clients should immediately return any confidential information belonging to the other party at the request of the other party without keeping any copies.
A Proposal is confidential information of the Specialist and may not be used by the Client except to consider whether or not to engage the Specialist without the written consent of the Specialist.
Specialists and Clients shall act with the utmost professionalism and courtesy in dealings and interactions both within and outside of the Site.
We will collect feedback from Clients and Specialists about each other which we may publish on the Site. You agree that all feedback you provide will be accurate, honest and comply with the provisions of Condition 3.4. We shall also use such feedback to improve the functioning of the Site and to monitor the activities of each user.
7. Disclaimer – Your attention is particularly drawn to this Condition
Clients and Specialists acknowledge and agree that the Site is provided for information purposes only. We do not act as an employment agency and/or an employment Client. This means that we do not have the obligations of an employment agency and/or an employment Client under the applicable laws, including any obligation to confirm the identity and/or suitability of a Specialist for a particular job and/or the suitability of a particular job for a Specialist. It is therefore the responsibility of a Client to ensure the Specialist is suitable for a particular Brief, and also the responsibility for the Specialist to ensure that the Brief and the Client is suitable for their purposes. All normal, prudent checks should be carried out by Clients and Specialists, including identity checks, qualifications, experience, a detailed understanding of the Brief that is offered (hours, location, pay), health and safety issues and legal requirements.
For the avoidance of doubt, this means that we do not warrant or represent that we:
(a) obtain confirmation of the identity of a Specialist through the Site (although our payment providers may do so) or that they have the experience, training, qualifications or authorisation to provide the Services or that they wish to undertake the role to be filled;
(b) take any steps to ensure the Specialist and Client are each aware of any requirement imposed by law or otherwise which must be satisfied by either of them to permit the Specialist to fulfil the Services;
(c) take any steps to ensure that it would not be detrimental to the interests of the Specialist or the Client for the Specialist to provide the Services;
(e) give any indication to Clients whether Specialist are unsuitable (or suitable) for the Services;
(f) propose Specialist to Clients or provide any additional information about them; and/or
(g) take up any references in relation to a Specialist.
Furthermore, we make no representation or warranty in relation to the Service Contract. Each of the Client and the Specialist should take appropriate advice to ensure that the provisions of the Service Contract reflect their requirements on a case by case basis.
Accordingly, Engineers for Pioneers is not responsible for:
(a) any act or omission of a Specialist or a Client;
(b) any User Content;
(c) the Services performed by the Specialist or failure to perform the Services;
(d) any Fees due from a Client.
Subject to Condition 7.7, we shall in no circumstances be liable to you in contract, tort (including negligence) or otherwise for any:
(a) loss of profit, anticipated profits or business;
(b) loss of data;
(c) loss of opportunity;
(d) loss of revenue or wasted expenditure;
(e) loss of goodwill or reputation; and/or
(f) consequential, special or incidental loss or damage (whether or not advised of the possibility of the same).
The provisions of this Condition 7.5 are severable.
Subject to Condition 7.7, our maximum liability to a user whether in contract, tort or otherwise shall in no circumstances exceed £100.
Nothing in these Terms shall be construed as excluding or limiting our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation or for any other liability that cannot be excluded by English law.
You shall indemnify and keep indemnified and held harmless Engineers for Pioneers from and against any costs, claims, losses, damages, expenses and liabilities that Engineers for Pioneers may suffer or incur arising as a result of any claim received by Engineers for Pioneers in relation to your acts or omissions, including:
(a) any act or omission (including negligent acts or omissions) of the Specialist or Client in the performance or purported performance of any Brief;
(b) any dishonest, inaccurate, incomplete, fraudulent, negligent, wrongful, unlawful, or criminal act or omission by you;
(c) breach of these Conditions; and
(d) your User Content.
This indemnity will survive termination of these Conditions.
9. Fees and Commission
The Client and the Specialist shall negotiate and agree the Fee on a project basis, or hourly or daily rates and in writing in advance of the first date of the Brief. The Client shall notify Engineers for Pioneers of the Fee agreed.
The Specialist shall submit the invoice to the Client for the Fee through the Site. Invoices may not be sent directly to the Client. The Client shall pay the invoice in accordance with the terms of the Service Contract.
Once the Specialist has submitted the invoice, we shall submit our invoice for the Commission to each of the Client and the Specialist together with all applicable VAT. Our invoice for the Commission is due within 15 Days of receipt, and for the avoidance of doubt, is due whether or not the Client pays the invoice for the Fee to the Specialist.
Where invoices issued by Engineers for Pioneers are not paid by the due date, Engineers for Pioneers may charge “Late Payment Fees” against any outstanding amount for each day that amount remains unpaid. Late Payment Fees are 5% of the invoice value for every week the amount remains unpaid.
If a Client employs a Specialist during the Brief or within 24 months following termination of the Brief whether on a full or part time basis, Engineers for Pioneers will charge the Client a permanent placement fee of 15 % of the placement’s annual salary and the Client shall pay such invoice within 30 days of receipt.
The parties shall not contact each other except through the Site in relation to the Services until the Service Contract is agreed.
Unless otherwise agreed with Engineers for Pioneers, if at any time the Client instructs the same Specialist to carry out Services, the Client shall notify Engineers for Pioneers accordingly and the Commission shall continue to be due. Engineers for Pioneers shall on reasonable notice to the Client be entitled to audit all payment records relating to a Specialist that has been introduced to the Client by Engineers for Pioneers to ensure full and accurate disclosure and payment of all Commission due to Engineers for Pioneers. This audit right shall continue in place for 12 months following termination of the Client’s participation on the Site. If following the audit, there is found to be an underpayment of Commission, the Client shall promptly pay to Engineers for Pioneers all sums due, together with the costs of the audit and enforcement of this Condition 10.3.
For the avoidance of doubt, the Specialist and the Client have no right to use the Services Contract except under these Terms and Conditions. In particular, the Service Contract may not be used in whole or in part in relation to services where the parties intend not to pay Commission to us.
Any breach of Condition 10 shall constitute a material breach of these Terms, and Engineers for Pioneers shall be entitled to suspend or terminate a user’s account and claim appropriate damages in respect of any loss suffered as a result.
11. Use of Engineers for Pioneers
The Site is made available for your own use. Engineers for Pioneers must not be used for any illegal or unauthorised purpose.
The copyright in the Site Content is owned by or licensed to Engineers for Pioneers. All rights are reserved. You can view, print or download extracts of the Site Content for your own use but you cannot otherwise copy, edit, vary, reproduce, publish, display, distribute, store, transmit, commercially exploit, disseminate in any form whatsoever or use the Site Content without our permission. However, nothing in this Condition 11.2 shall prevent you from making a screenshot of the Site Content and sharing the screenshot with third parties including through email and on social media, provided that you attribute the Site Content to Engineers for Pioneers and do not edit the Site Content.
Engineers for Pioneers may contain links to websites operated by third parties. We do not have any influence or control over any such third party websites and we are not responsible for and do not endorse any third party websites or their availability or content.
To the extent permitted by law, use of the Site is solely at your own risk. The Services are provided on an "as is" and "as available" basis. To the extent permitted by law we disclaim any and all warranties of any kind, express or implied. We do not warrant that the Site, or any part thereof, will be available or operate in an uninterrupted or error-free manner or that errors or defects will be corrected, and we disclaim all liability related thereto.
12. Site Communications and Availability
All communications between the Specialists and Clients must be fair, honest and appropriate in the context of the potential relationship.
We will use reasonable endeavours to maintain and make the Site available at all times. However, there may be occasions when access may be interrupted, including for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. We shall use reasonable endeavours to notify all users of any scheduled maintenance or upgrades, and to schedule such maintenance and upgrades outside of normal working hours. However, you agree that we have no liability to you for such interruptions.
For the avoidance of doubt, we shall also not be liable if you are unable to access the Site for any reason within your control, including your failure to use appropriate equipment or insufficient bandwidth.
13. Termination or Suspension
We reserve the right to suspend or terminate the account of a Client or a Specialist at any time and without liability:
(a) if any information that you provide to us is not true or we cannot verify or authenticate any such information;
(b) if you are in breach of these Terms;
(c) if you are convicted of a criminal offence or act in any way that may bring Engineers for Pioneers into disrepute;
(d) after a six (6) months continuous period of inactivity; and/or
(e) if we receive complaints or disputes are raised in relation to your activities.
Following termination by us of your Engineers for Pioneers account you must cease to use Engineers for Pioneers and you must not re-register on Engineers for Pioneers under any other name. Nothing in this Condition shall affect your obligations to pay Fees and Commissions due including under Condition 10.3.
You may contact us at any time at email@example.com to terminate all or part of your Engineers for Pioneers account.
If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties and all other provisions shall remain in full force and effect.
Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
We may assign or otherwise transfer our rights and obligations in terms of these Terms to third parties.
These Terms shall be governed by and construed in accordance with English law and you agree to submit to the exclusive jurisdiction of the English Courts.