Acumulate Website – Candidate Terms of Use

For the Introduction of Permanent Placements and Contingent Staffing via the Acumulate Talent Ecosystem

This Agreement is made on the date of registration of the “Candidate” to the “Site”     
between:

1. Candidate (“Candidate”), and

2. twentyAI, a trading name of TwentyAI Ltd, a company incorporated and registered in England and Wales with company number 06689694 whose registered office is at 2nd Floor, Cannongate House, 62-64 Cannon Street, EC4N 6AE (the “Agency”).

Background

1. twentyAI have developed an online talent ecosystem called Acumulate (the “Site”), https://app.acumulate.com/ for Partners of Acumatica ERP (each, Partner) to source Services from Candidates registered on the Site.
2. The Site is owned and operated by TwentyAI Ltd of 2nd Floor, Cannongate House, 62-64 Cannon Street, EC4N 6AE trading as twentyAI (we, us).  The Site is powered by Whitelance, a trading name of Crowdskills Ltd
3. By registering on the Site, you agree to be bound by these Terms of Use (the Terms). If you do not agree to these terms, you must not use Our Site. If you have any questions, you can contact us by email at support@twentyai.com.

 

Definitions

In these Terms of Business, the following definitions apply:

1. Partner: a business or other entity that evaluates, implements, trains, builds extensions to or provides ongoing support of Acumatica ERP products and registers on the Site to find a Candidate to provide these Services.
2. Services: the services to be provided by a Candidate to a Partner.
3. Candidate: shall include any person who registers on the Site seeking to provide Services to a Partner.
4. Job: a description of the Services required.
5. Application: a response from a Candidate to a Job posted by a Partner.
6. Introduced: shall constitute the Partner accessing the Candidate profile or becoming aware of the Candidates information via the Site or referred to directly by twentyAI.
7. Engagement: means employment or use of the Candidate by the Partner on a permanent or temporary/fixed term basis.
8. Assignment Agreement: is a contractual agreement between either a Temporary Employee or Independent Contractor and twentyAI for the provision of Services to a Partner.
9. Temporary Employee: means a Candidate who is employed by twentyAI on a temporary/fixed term basis for the provision of Services to a Partner.
10. Independent Contractor: means a Candidate who is engaged by twentyAI on a temporary/fixed term basis for the provision of Services to a Partner.
11. Permanent: shall have the meaning of a Permanent Engagement, where the Agency finds a Candidate and places them directly with the Partner for a flat fee. The Candidate will have an employment relationship directly with the Partner and not the Agency.
12. Data Protection Legislation: any laws and regulations of the United Kingdom relating to the processing of Personal Data, this includes the Data Protection Act 2018 and the General Data Protection Regulation 2016/679.
13. 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, business 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;
14. Personal Data: shall have the meaning given to it in the relevant Data Protection Legislation.
15. Subscription Fee: the fees due from the Partner to twentyAI in consideration for access to the Site together with all applicable sales taxes.
16. Recruitment Fee: the fees due from the Partner to twentyAI in consideration for the Services provided by the Candidate together with all applicable sales taxes.
17. Remuneration: the gross daily or annual base salary received by the Candidate as a result of an Engagement, excluding any guaranteed and/or anticipated bonus and commission earnings.
18. Working Day:  any day other than a Saturday, Sunday or public holiday in the United Kingdom.
19. You or User: any user of the Site, whether a Partner or Candidate

Terms

These terms shall govern the use of the Site provided by twentyAI hereunder:

1. The Contract

1.1 These Terms of Use are agreed to by the Partner by virtue of using the Site to procure the Services of Candidates for an Engagement.

1.2 We reserve the right to update the 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. You agree that if you do not accept any amendment to our Terms then you shall immediately stop accessing and/or using the Site.

1.3 If we reasonably believe that the change to the Terms is significant, we shall notify all registered users by email with details of the change and the effective date of the change.  Otherwise, updated Terms will be effective as soon as they are accessible.

1.4 You are responsible for regularly reviewing the Terms so that you are aware of any changes to them.

2. Site Use and Availability

2.1 You may not have more than one account on the Site.
2.2 When you use the Site you must comply with all applicable laws and you agree not to:
2.2.1 try to gain unauthorised access to the Site or any networks, servers or computer systems connected to the Site;
2.2.2 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;
2.2.3 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;
2.2.4 transmit spam, chain letters or other unsolicited emails;
2.2.5 access the Site with the intention of using any information, content or other know-how to set up a competitive platform; and/or]
2.2.6 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.
2.2.7 communicate with any other Site users outside of the Site.
2.3 We try 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 try to schedule maintenance and upgrades outside of normal working hours.  However, you agree that we have no liability to you for such interruptions.
2.4 We are not liable if you are unable to access the Site for any reason within your control, including your failure to use appropriate equipment or your insufficient bandwidth.

3. Termination or Suspension

3.1 We may suspend or terminate your account at any time and without liability to you for any or no reason, including if:
3.1.1 any information that you provide to us is not true or we cannot verify or authenticate any such information;
3.1.2 you are in breach of any of the Conditions of the Terms; and/or
3.1.3 we receive complaints or disputes are raised in relation to your activities on the Site or otherwise.
3.2 Upon the commencement date of an Engagement on a Permanent basis we will suspend your account for a period of 12 months so that you cannot submit Applications for Jobs on the Site to other Partners.
3.3 Following termination by us of your account you must cease to use the Site and you must not re-register on the Site under any other name. 
3.4 You may contact us at any time at the email address set out above to terminate your account or you can do so within your dashboard on the Site. 

4. Reviews

4.1 Candidates and Partners may leave a Review for each other following completion of the Services.
4.2 You warrant and represent that your Reviews shall: 
4.2.1  be fair, genuine and honest, and properly represent your experience;
4.2.2 not contain any content that is threatening, offensive, spiteful, obscene or defamatory or otherwise unlawful; and/or
4.2.3 not be construed as an advertisement for your or any third party’s products, services or business.
4.3 We do not routinely monitor any Review, but we may edit, remove or not post any Review at our sole discretion.
4.4 You agree that you must not offer or receive any incentive to write a Review.
4.5 You grant to us a license to edit and use your Review on the Site within marketing and publicity materials for our business and to improve the functioning of the Site and monitor the activities of Site visitors. 
4.6 A Review is not an endorsement or recommendation by us of that User, and you rely on the content of a Review at your sole discretion.

5. Registration and use of the site

5.1 If you wish to register as a Candidate on the Site, you must be legally capable of entering into a contract.  We retain the right to reject your registration.
5.2 All details that you provide on registration must be true, accurate and complete. You agree to update your account to reflect any changes to those details, or to notify us accordingly and we can make the changes.  At our request, you shall provide evidence of your compliance with this Condition. You also agree to provide any further information we may require from you from time to time, including information relating to your identity.  We may also check the information you provide, by accessing social media accounts or otherwise.  We may not accept your registration until we have verified this information and we shall notify you accordingly.
5.3 When you register on the Site you will create a password. You are responsible for keeping your password confidential.  You are responsible for any activity under your account. Please take precautions to protect your password and contact us immediately by email to company email if you believe there has been any unauthorised use of your account.    You may not transfer your account to anyone else.  We may deny access to a password if we reasonably believe that it is being used by an unauthorised person or that the user is in breach of the Terms.

6. Candidate Profile and Applications

6.1 You may upload a Candidate Profile and you agree that the Candidate Profile will include as a minimum all the information that you are prompted to submit including details about your remuneration requirements. You warrant and represent that all content included in your Candidate Profile shall be accurate and up-to-date and shall accurately describe your qualifications and experience.
6.2 You will submit your Job Applications on the Site which should include clear information about your qualifications and experience.  The content in your Candidate Profile and your Applications shall not:
6.2.1 breach the provisions of any law, statute or regulation; 
6.2.2 infringe the copyright, database rights, trade mark rights or other IP Rights of any third party; 
6.2.3 be made in breach of any legal duty owed to any third party, such as a contractual duty or a duty of confidence; 
6.2.4 be deliberately or knowingly false, inaccurate or misleading;  
6.2.5 include any content which promotes fraudulent or illegal activities; promotes violence or hatred; is discriminatory of any group of people; is offensive, hateful or inflammatory;  
6.2.6 include any content or links to third party advertising; and/or  
6.2.7 give rise to any cause of action against us. 
6.3 We do not routinely monitor or review any content within a Candidate Profile.  However, we may remove any content at any time and without notice to you if we reasonably believe that such content infringes any of the provisions of Condition. 
6.4 If you no longer wish for your Candidate Profile to be available on the Site, please let us know or remove it from your account.   Do please note that Partners who have already accessed your Candidate Profile will not know that you are no longer interested in receiving information about job opportunities so you will need to inform them of this as and when they contact you.  You may not delete your user account if you have not completed an agreed Engagement. 
6.5 You should remove your Candidate Profile from the Site if you are no longer seeking the opportunity to provide Services. 
6.6 Upon the commencement date of an Engagement on a Permanent basis your Candidate profile will be hidden for a period of 12 months from the Site so that it is not visible to other Partners. 
6.7 Your communications with Partners must be written and posted in a fair, honest and professional manner in the context of the relationship.   You agree that the Partner shall rely on the information in your Candidate Profile and your Application to determine whether or not to engage you and accordingly, you shall immediately notify the Partner if the information in your Candidate Profile and/or your Application changes before you enter into an Engagement. 

7. Your relationship with Partners  

7.1 You agree that your Candidate Profile (except your address) is available to all Partners. A Partner may message you and/or invite you to submit an Application in respect of a Job and if you do so, then you and the Partner can message each other through the Site to discuss the Services and the Job to try to reach an agreement. 
7.2 We ask that the Partner complies with the Data Protection Legislation in respect of your Personal Data. However, we cannot promise that they will do so.  If you have any concerns about how a Partner is using your Personal Data, please contact us and the Partner. 
7.3 By sending an Application to a Job, you are inviting the Partner to contract with you either on a Permanent basis directly as an employer, or on a Temporary/Fixed Term basis indirectly via twentyAI as a Temporary Employee or Independent Contractor.  If the Partner accepts your Application, this will constitute an acceptance of an Engagement. 
7.4 Upon acceptance of an Application on a Temporary/Fixed Term basis, an Assignment Agreement will be provided to the Candidate by twentyAI for agreement and signature, including the following: 
7.4.1 the scope of Services set out in the Application, which may also refer to the description of the Job and any messages between the Partner and the Candidate; 
7.4.2 the detail of Remuneration, frequency of payment, hours of service, disbursements or expenses, overtime and any other agreed emoluments between the Partner and the Candidate; 
7.4.3 the nature of the relationship between the Partner and the Candidate in the case of an Independent Contractor, or between twentyAI and the Candidate in the case of a Temporary Employee; 
7.4.4 obligations, agreements and representations of the Candidate to the Partner and twentyAI; 
7.4.5 terms relating to confidential information and intellectual property rights. Unless expressly stated, all IP rights in the work created by the Candidate will transfer to the Partner on full payment; 
7.4.6 that the Candidate shall provide the Services with reasonable skill and care, and in accordance with all applicable laws and regulations. 
7.5 Upon acceptance of an Application on a Permanent basis, the Partner will offer and agree a Contract of Employment with the Candidate which may be facilitated by or via twentyAI. 

8. Indemnity 

8.1 You shall defend and indemnify us and keep us indemnified and held harmless from and against any costs, losses, damages, expenses, and liabilities that we may suffer or incur arising as a result of any third-party claim or allegation: 
8.1.1 in relation to the content of your Candidate Profile;  
8.1.2 from a Partner or any third party relating to your acts or omissions.  
8.2 This indemnity will survive termination of your account on the Site. 

9. Circumvention 

9.1 You agree that all Fees for Services provided by you to a Partner at any time shall be paid to us, and we shall then pay such sums as are due to you under these Terms.  This means that if following completion of a Job, you agree to provide further Services to a Partner, you shall do so only through the Site. You must not request any sums from the Partner directly or suggest that the Partner pays any sums to you directly. 
9.2 In order to ensure that you have complied with Condition 9.1, we shall on reasonable notice to you be entitled to audit all payment records relating to a Partner that has been introduced to you through the Site to ensure full and accurate disclosure and payment of all Fees due.    
9.3 Any breach of this Condition 9 shall constitute a material breach of the Terms, and we shall be entitled to suspend or terminate your account and claim appropriate damages in respect of any loss suffered as a result. 

10. Intellectual Property Rights 

10.1 The copyright in all content on the Site is owned by or licensed to us. All rights are reserved. You can view, print or download extracts of the Site for your own use in order to exercise your rights and carry out your obligations under these Terms and for no other purposes.  You cannot otherwise copy, edit, vary, reproduce, publish, display, distribute, store, transmit, commercially exploit, disseminate in any form whatsoever or use the content of the Site without our permission.   

11.Linking

11.1 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part. You must not establish a link from any website that is not owned by you. Our Site must not be framed on any other site, nor may you create a link to any part of our Site other than the home page. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with the content standards set out in the Terms.   
11.2 The Site may contain links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. 

12. Disclaimer 

12.1 Except for a breach of confidentiality, a breach of any representation or warranty, a party’s gross negligence, or a party’s indemnification obligations hereunder, in no event shall either party, its employees, consultants, or contractors be liable for any loss of revenue or profits, or any indirect, special, incidental, punitive or consequential damages, whether in contract, tort or otherwise, even if they knew or should have known of the possibility of such damages. No warranties, express or implied, apply to any products resulting from the services. 
12.2 Subject to Condition 12.3, our maximum liability to you whether in contract, tort or otherwise shall in no circumstances exceed the last twelve months of fees payable that we retained for the Services that are the subject of the claim. 
12.3 Nothing in the 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 United States law. 

13. General 

13.1 The Terms (as amended from time to time) constitute the entire agreement relating to your use of the Site. 
13.2 If any provision of the 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.
13.3 Our failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.  
13.4 You may not assign, delegate or otherwise transfer your account or your obligations under the Terms without our prior written consent. We may assign or otherwise transfer our rights and obligations in terms of the Terms to third parties. 
13.5 Any notice to you via email, regular mail or notices or links on the Site shall constitute acceptable notice to you under the Terms. 
13.6 The Terms shall be governed by and construed in accordance with United States law and you agree to submit to the exclusive jurisdiction of the United States Courts.