Acumulate – Partner Terms of Business

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 “Partner” to the “Site”   
between:

1. Partner (“Partner”), 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 business (the Terms) and the Terms of Use of the Site which are separate. You can view these terms at https://www.acumulate.com/partner-use. If you do not agree to be bound by either Terms, do not use the Site. If you have any questions, you can contact us by email at support@twentyai.com.

4. These Terms constitute the contract between twentyAI and the Partner for the facilitation of Introductions to Candidates via the Site resulting in either the supply of Temporary Candidate services or the employment or use of Candidates by the Partner on a permanent or fixed term basis.

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. End User: means the company with whom Partner has an agreement and who is the recipient of the Services.

9. 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.

10. Personal Data: shall have the meaning given to it in the relevant Data Protection Legislation.

11. Subscription Fee: the fees due from the Partner to twentyAI in consideration for access to the Site together with all applicable sales taxes.

12. 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.

13. 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.

14. Working Day:  any day other than a Saturday, Sunday or public holiday in the United Kingdom.

15. AWR: means the Agency Workers Regulations 2010.

16. Off-Payroll: means amendments to Chapter 8 and Chapter 10, Part 2 of Income Tax (Earnings and Pensions) Act 2003.

17. The Regulations: means the Conduct of Employment Agencies and Employment Businesses Regulations 2003

Terms

This agreement and any statements of work (Exhibit A), collectively, this “Agreement”, shall govern the services provided by twentyAI hereunder:

1. The Contract

1.1 These Terms of Business are agreed to by the Partner by virtue of accepting these terms on the Site and using the Site to procure the Services of Candidates for an Engagement.
1.2 These terms contain the entire agreement between the parties and unless otherwise agreed in writing by a director of twentyAI, these Terms of Business prevail over any other terms or purchase conditions put forward by the Partner.
1.3 No variation or alteration to these Terms shall be valid unless agreed between twentyAI and the Partner.

Permanent Staffing

2. Recruitment Fees

2.1 The fee payable to twentyAI by the Partner for an Introduction resulting in an Acumatica Engagement commencing within 12 months of the Introduction is 17.5% of first year’s remuneration of the Candidate.

2.2 The fee payable to twentyAI by the Partner for an Introduction resulting in a non-Acumatica Engagement commencing within 12 months of the Introduction is 18.5% of first year’s remuneration of the Candidate.

2.3 Except in the circumstances set out in clause 3 below, no fee is incurred by the Partner until the Candidate commences the Engagement, i.e., the start date, when twentyAI will render an invoice to the Partner for its fees.

2.4 If the Candidate is rejected by the Partner, or the Candidate rejects an offer of Engagement, if the Candidate is subsequently engaged by the Partner within 12 months of the date on which that Candidate is last introduced by twentyAI or the date the Partner last met that Candidate, whichever is the later, the Partner shall pay the Fee to twentyAI in accordance with Clause 2.1 and 2.2.

2.5 For the avoidance of doubt, the Partner agrees:

2.5.1 To notify twentyAI immediately of any offer of an Engagement which it makes to the Candidate.
2.5.2 To notify Twenty immediately that its offer of an Engagement to the Candidate has been accepted and to provide details of the Remuneration; and
2.5.3 To pay Twenty ’s fee within 30 days of the date of invoice.
2.6 twentyAI reserves the right to charge interest on invoiced amounts unpaid for more than 30 days from the date of the invoice at the rate of 8% per annum above the base rate.
2.7 In the event that the Engagement is for a fixed term of less than 12 months, the fee in clause 2.1 or 2.2 will apply pro-rata but no refunds shall apply. If a fixed term Engagement is extended or if the Partner re-engages the Candidate within 12 calendar months from the date of termination of the Engagement the Partner shall be liable to pay a further fee based on the Remuneration offered.
2.8 Electronic Funds Transfer (EFT) is the preferred method of payment and details will be provided.

3. Introductions

3.1 If the Partner, its subsidiary or associated company directly or via any other firm or corporation indirectly Engages any Candidate within 12 months of the date on which that Candidate is last introduced by twentyAI or the date the Partner last met that Candidate, whichever is the later, where such Engagement has resulted from the Partner passing information about an Candidate to a third party, the Partner shall pay the Fee in accordance with Clause 2.1 with no entitlement to any refund.
 

4. Refunds

4.1 In the event than an Engagement terminates (whether by expiration of notice or otherwise) within 90 days of the date of commencement of work by the Candidate and provided:
4.1.1 the Partner notifies twentyAI in writing of the termination of Engagement within 7 days of such termination; and
4.1.2 the Partner, its subsidiary, associated company or any other person, firm or corporation shall not reengage the Candidate within 12 months from the date of such termination; and
4.1.3 the termination is not due to redundancy, layoff, or reorganization; and
4.1.4 all monies due from the Partner have been paid in accordance with these terms and conditions; then twentyAI will offer the following rebate on paid funds:

• 100% refund Within 30 days
• 50% refund 30 – 60 days
• 25% refund 60 - 90 days thereafter
• 0% refund 90 days thereafter
• Or a free replacement of an equivalent value within the 90 day period

4.1.5 If monies due are not paid within 30 days of the start date, early termination refunds highlighted in clause 4.1.4 is void. If monies due are not paid within 30 days of the start date, early termination refunds highlighted in clause 4.1.4 is void. 
 

5. Suitability and References 

5.1 twentyAI shall endeavor to ensure the suitability of a Candidate and to maintain a high standard of service and integrity, but makes no warranty, express or implied, as to such suitability. 
5.2 twentyAI endeavours to take all such steps as are reasonably practicable to ensure that the Partner and Candidate are aware of any requirements imposed by law or any professional body to enable the Candidate to work in the position which the Partner seeks to fill. 
5.3 twentyAI endeavours to take all such steps as are reasonably practicable to ensure that it would not be detrimental to the interests of either the Partner or the Candidate for the Candidate to work in the position which the Partner seeks to fill. 
5.4 Notwithstanding the above clauses 5.1, 5.2 and 5.3, the Partner shall be responsible for taking up any references, including the confirmation of any professional or academic qualifications, for arranging all medical examinations or other investigations of the Candidate, obtaining any work and other permits and shall satisfy itself as to the suitability of any Candidate prior to an engagement. 
5.5 To enable twentyAI to comply with its obligations under the clauses above, the Partner undertakes to upload to the Site details of the Job which the Partner seeks to fill, including: 
5.6 a clear description of the Services required. The Job should accurately describe the role and not mislead the Candidate. Sufficient detail should be included in order for the Candidate to understand the nature of the Services and the basic requirements of the Services; 
5.7 any assumptions or likely difficulties associated with the Services; 
5.8 the experience training, qualifications and authorization which the Partner considers necessary or which are required by law or any professional body for the Specialist to possess in order to carry out the Services; 
5.9 any risks to health or safety known to the Partner and what steps the Partner has taken to prevent or control such risks. 
5.10 In addition, the Partner shall provide details of the date the Partner requires the Candidate to commence, the duration or likely duration of the work; the minimum rate of remuneration, expenses and any other benefits that would be offered; the intervals of payment of remuneration and the length of notice that the Candidate would be entitled to give and receive to terminate the employment with the Partner. 

6. Liability 

6.1 twentyAI shall not be liable to the Partner under any circumstances for any loss, liability, damage, costs, claims or expenses (whether direct, indirect, or consequential) suffered or incurred by the Partner arising from or connected with the recruitment or engagement of any Candidate, however it arises. 
6.2 For the avoidance of doubt, twentyAI does not exclude liability for death or personal injury arising from its own negligence. 
6.3 Any circumstances allegedly giving cause for complaint about a Candidate, or an invoice must be notified to twentyAI and confirmed in writing as soon as the cause of the alleged complaint arises. 

7. Non-Solicitation 

7.1 The Partner will not, either on its own account or in partnership or association with any person, company or organisation, or otherwise and whether directly or indirectly during the period the Partner is registered on the Site, or for a period of 12 months from the date the account of the Partner is closed, suspended or terminated on the Site, solicit or entice away or attempt to entice away any employee or any key executive of twentyAI or any other Partner.  
7.2 TwentyAI not, either on its own account or in partnership or association with any person, company or organisation, or otherwise and whether directly or indirectly during the period the Partner is registered on the Site, or for a period of 12 months from the date the account of the Partner is closed, suspended or terminated on the Site, solicit or entice away or attempt to entice away any employee or any key executive of the Partner. 
7.3 For the avoidance of doubt, this clause will not apply where employees or key executives have directly approached the party in response to advertisements that are not specifically targeted at such employees or key executives. 
7.4 Both parties acknowledge and recognise the value of the employees and key executives of each other and the inconvenience which would be caused as a breach of this clause. Both parties agrees that if they breach this clause it should pay to the other, an amount that is equivalent to three months of the current gross salary of the relevant employee or key executive.   
7.5 Both parties agree that the sums referred to in this clause represent a genuine estimate of the likely losses that would be suffered as a result of breach of this clause. 

8. Law 

8.1 These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales. 

Contingent Staffing 

9. Partner Obligations 

9.1 Partner undertakes to confirm in writing to twentyAI -  
9.1.1 the date upon which Candidate is required to commence the provision of the Services;  
9.1.2 the expected duration of Engagement;  
9.1.3 the location/s Candidate is to deliver the Services;  
9.1.4 any expenses payable by or to Candidate;  
9.1.5 any site regulations, IT access/security/usage policies, health and safety procedures and any other procedures or policies Partner (or End User) requires Candidate to adhere to and will provide copies of any such policies/procedure to twentyAI;  
9.1.6 any health and safety risks and any steps taken to address those risks; and 
9.1.7 whether Off-Payroll applies to it. 
9.2 Partner agrees that the representative who verifies the hours worked or signs the timesheet is authorised to do so. twentyAI may rely upon the e-timesheet approval or timesheet signature as binding, and that timesheets submitted by facsimile transmission shall be accepted as valid for billing purposes. 
9.3 At the end of each week or month of the Assignment (or at the end of the Assignment where the Assignment is for a period of less than one week or is completed or finished before the end of a week) the Partner shall verify the execution of the services provided by the Candidate. 
9.4 Verification of the execution is deemed through approval of the timesheet and the Partner therefore constitutes acceptance that the services have been provided satisfactorily and in accordance with these Terms. If the Partner is unable to verify execution of the services provided by the Candidate because the Partner disputes the hours claimed, the Partner shall inform twentyAI within two (2) working days from presentation to the Partner of the hours claimed and shall co-operate fully and in a timely fashion with twentyAI to enable the Agency to establish what hours, if any, were worked by the Candidate. Failure to verify execution in writing does not affect the Partner’s obligation to pay the charges in respect of the work done. 
9.5 The Partner acknowledges that they will be solely responsible for providing reasonable directions and instructions to the Candidate as to the work to be undertaken and for supervising and monitoring performance and compliance with such instructions by the Candidate, but without conflicting with clause 8.6, and the Partner shall provide such instructions and suitable facilities to the Candidate as are necessary to enable the services of the Candidate to be provided. 
9.6 The Partner acknowledges and accepts that from time to time the Candidate may propose a substitute with the necessary skills and experience to perform the Candidates Services but that any substitute shall only be accepted if approved in writing by the Partner. 
9.7 The Partner agrees not to integrate the Candidate into their workforce or treat the Candidate as an employee or do any act towards the Candidate which may be regarded as an act of an employer towards employee, for any purpose, but not so that this shall prejudice your obligations in relation to health and safety, AWR, or other specific obligations under this agreement. 
9.8 The Partner acknowledges that the Conduct Regulations may not necessarily apply to these Terms nor does the Candidate work or shall work under the Partner, or the End Client. 
9.9 The Partner acknowledges that as an ongoing obligation throughout an Assignment that they will be responsible for the health and safety of the Candidate as if the Candidate is a worker directly engaged by you, and, without limiting that responsibility in any way. 
9.10 The Partner agrees not to discuss with the Candidate the terms of the Candidates engagement with twentyAI, other than strictly required for the proper objectives of the work required under the Assignment or as required by law, and you agree that the Candidate is not an employee of yours and that neither the Candidate nor you has any obligation to perform or provide work for any specific period. 
9.11 Where Off-Payroll applies to Partner and Services are in scope, Partner undertakes and agrees to assess the working practices of Services to be provided during the Engagement and to issue twentyAI with its status determination statement (“SDS”) and the reasons for the decision in writing prior to the commencement of the Engagement and to comply with the statutory requirements to notify Representative. 
9.12 Where Off-Payroll applies to Partner, Partner undertakes and agrees to provide any information reasonably requested at any time by twentyAI promptly in order to assist the Agency to comply with Off-Payroll. 
9.13 Partner undertakes and agrees to notify twentyAI in the event of changes to information provided under clauses 9.12 and 9.13 that occur during the Engagement and reissue an SDS if working practices and conditions change.  
9.14 Partner warrants and undertakes that all information it provides to twentyAI under these Terms is true and accurate.  
9.15 Partner warrants to comply with its statutory obligations to provide a status disagreement process and to use best endeavours to resolve status determination disagreements equitably and within forty-five (45) calendar days, beginning with the day the disagreement representation is received. 
9.16 Partner warrants to comply with its statutory obligation to, upon request by twentyAI, confirm its size under Off-Payroll and to notify of a change in its size. 

10. twentyAI Obligations 

10.1 Where twentyAI and Partner have agreed that twentyAI will supply Partner with the services of a Candidate, twentyAI will give Partner a Contractor Schedule confirming the name of Candidate, the agreed pay rates/fees, duration of Engagement, description of the Services, notice periods and any other relevant details communicated and agreed between the parties. 
10.2 Partner agrees that twentyAI obligations to the Partner is limited to assigning employees with certain skills and abilities and, with regard to such employees: 
10.2.1 to maintain personnel and payroll records; 
10.2.2 calculate and pay wages; 
10.2.3 withhold and remit payroll taxes and other government-mandated charges (including workers’ compensation); 
10.2.4 hire, assign, reassign, counsel, discipline, and discharge; and handle work-related claims and complaints.  
10.3 When facilitating an Introduction of a Candidate to the Partner via the Site, twentyAI shall validate that the Candidate and the person to be supplied to provide the Services have the necessary or required experience, training, qualifications, and any authorization required by law or a professional body to work in the Assignment. 
10.4 twentyAI shall use reasonable endeavours to ensure that Candidate uses best endeavours to deliver the Services to the Partner’s reasonable and lawful specification. 

11. Recruitment Fees 

11.1 The fees are calculated according to the number of hours worked by the Candidate (to the nearest quarter hour). The charges comprise mainly the Candidate’s pay but also include twentyAI’s Fee calculated as a percentage of the Contractor’s pay, and any travel, hotel or other expenses as may have been agreed with the Partner or, if there is no such agreement, such expenses as are reasonable. 
11.2 The Fee payable for Acumatica Candidates shall be calculated based on the relevant daily Candidate’s pay (inclusive of all payroll burdens) and agreed expenses plus 17% margin and any applicable sales taxes. 
11.3 The Fee payable for non-Acumatica Candidates shall be calculated based on the relevant daily Candidate’s pay (inclusive of all payroll burdens) and agreed expenses plus 20% margin and any applicable sales taxes. 
11.4 The charges are invoiced to the Partner on a weekly or monthly basis by agreement and are payable within 15 days. 
11.5 There are no refunds or rebates payable in respect of the charges due. 
11.6 Timesheet disputes must be made within twenty (20) days of receipt or Partner will waive any objection thereto. 
11.7 Partner shall be liable for all reasonable attorneys’ fees and other costs incurred by twentyAI to collect unpaid invoices.  
11.8 twentyAI reserves the right to charge interest on invoiced amounts unpaid for more than 30 days from the date of the invoice at the rate of 8% per annum above the base rate. 
11.9 Electronic Funds Transfer (EFT) is the preferred method of payment and details will be provided. 
11.10 In the event notification in accordance with 9.11 is provided to twentyAI after the commencement of Engagement or in the event of information provided in accordance with clauses 9.12 and 9.13, Partner agrees and accepts that twentyAI is entitled to vary its charge to Partner and nature of Services in order to comply with Off-Payroll and has the right to terminate with immediate effect pursuant to Clause 19.7 
11.11 VAT, where applicable, will be payable in addition to charges/fees. 
11.12 Partner acknowledges and agrees that twentyAI may, upon notice, increase the charge rate set out in the relevant Contractor Schedule in order to comply with the AWR or with Off-Payroll. 

12. Temp-to-Perm Conversion Fee 

12.1 TwentyAI has incurred substantial recruitment, screening, training, administrative and marketing expenses with respect to the temporary Candidates. Should Partner wish to hire a temporary employee assigned or introduced by twentyAI to the Partner at that time or within the prior 12 months, the sliding scale below will be enforced. 

• 0-90 days – 17.5% 
• 91-180 days – 15.0% 
• 181-270 days – 12.5% 
• 271–365 days – 10.0% 

12.2 The first year’s remuneration of the Candidate multiplied by the fee above is due to twentyAI together with payment for all time worked by such temporary Candidate prior to the conversion. Payment is due upon receipt. 
12.3 There is no guarantee period on Temp to Perm conversions once a discount is applied to a conversion fee. 

13. Engagement Fees for Contractor Transfers 

13.1 If Partner uses the services of any temporary Candidate as its direct employee, as an independent contractor, or through any person or firm other than twentyAI during or within 12 months after any introduction or assignment of the temporary Candidate to Partner by twentyAI, Partner must promptly notify twentyAI in writing and pay twentyAI a one-time fee in the amount of one hundred (100) times twentyAI’s daily bill rate for that employee. 
13.2 During the term of this Agreement and for a period of 12 months thereafter, Partner shall not recruit, employ or engage as an independent contractor or employee anyone who is at such time, or within the prior 12 months was, a staff employee of TwentyAI. 

14. Limitation on Duties 

14.1 Partner agrees not to entrust temporary Candidates with unattended premises, cash, checks, credit cards, merchandise, confidential information, negotiable instruments or other valuables without the prior written agreement of twentyAI. 
14.2 Partner shall maintain a safe workplace and agrees not to request or permit Candidates to operate vehicles or machinery while on assignment without written permission from twentyAI. 

15. Insurance 

15.1 TwentyAI carries and shall continue to carry a comprehensive insurance package that covers our employees (including temporary Candidates) while on assignment to Partner. It includes Professional Indemnity, Employers Liability, Public Liability, Products Liability and Cyber Liability. 
15.2 TwentyAI can provide Certificates of Insurance upon request for the policies mentioned in clause 15.1, with coverage amounts deemed sufficient by twentyAI. 
15.3 If any of such insurance policies are to be modified or canceled during the term of this Agreement in a way which would affect the coverage required, twentyAI shall provide written notice to Partner at least 30 days prior to such modification or cancellation. 

16. Liability  

16.1 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. 
16.2 Subject to Condition 15.3, 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. 
16.3 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 Kingdom law.
16.4 No liability is recognized for the temporary Candidate not completing his or her full contract length or expected services. Neither party has any liability in relation to the temporary Candidate completing its obligations in a certain timeframe for any reason. 
16.5 For the avoidance of doubt, neither the Candidate, nor its representatives, assignees or sub-contractors, are under the supervision or control of twentyAI. The Partner will comply in all respects with all relevant statutes, by-laws and legal requirements including provision of adequate Public Liability insurance in respect of the Candidate. Where the services are performed on the Partner’s premises the Partner shall indemnify twentyAI against any costs, claims, damages and expenses incurred by twentyAI as a result of any breach of these Terms by the Partner. 
16.6 All Candidates are engaged under contracts for services. They are not the employees of twentyAI. 

17. Confidentiality 

17.1 twentyAI or its temporary Candidates may be given access to or acquire information which is proprietary to or confidential to Partner or its affiliated companies and their customers. Any and all such information obtained by twentyAI shall be deemed to be confidential and proprietary information. TwentyAI agrees to hold such information in strict confidence and not to disclose such information to third parties or to use such information for any purposes whatsoever other than the providing of services to Partner. TwentyAI agrees to direct temporary Candidates to keep such information confidential, and to require temporary Candidates to enter into a Confidentiality Agreement. Temporary Candidates shall, at Partner’s option, also be required to sign Partner’s confidentiality and non-disclosure agreement. Partner can help maintain the desired level of confidentiality by instructing temporary Candidates in Partner's methods and procedures for distribution and storage of documents, and maintenance of confidentiality and security. 

18. Non-solicitation 

18.1 The Partner will not, either on its own account or in partnership or association with any person, company or organisation, or otherwise and whether directly or indirectly during the period the Partner is registered on the Site, or for a period of 12 months from the date the account of the Partner is closed, suspended or terminated on the Site, solicit or entice away or attempt to entice away any employee or any key executive of twentyAI or any other Partner.  
18.2 TwentyAI not, either on its own account or in partnership or association with any person, company or organisation, or otherwise and whether directly or indirectly during the period the Partner is registered on the Site, or for a period of 12 months from the date the account of the Partner is closed, suspended or terminated on the Site, solicit or entice away or attempt to entice away any employee or any key executive of the Partner. 
18.3 For the avoidance of doubt, this clause will not apply where employees or key executives have directly approached the party in response to advertisements that are not specifically targeted at such employees or key executives. 
18.4 Both parties acknowledge and recognise the value of the employees and key executives of each other and the inconvenience which would be caused as a breach of this clause. Both parties agrees that if they breach this clause it should pay to the other, an amount that is equivalent to three months of the current gross salary of the relevant employee or key executive.   
18.5 Both parties agree that the sums referred to in this clause represent a genuine estimate of the likely losses that would be suffered as a result of breach of this clause. 

19. Termination of the Assignment 

19.1 Either party may terminate this contract or any Engagement entered into pursuant to this contract by giving to the other party the notice period as detailed in the Assignment Schedule, or where no detail is provided no less than 4 weeks prior notice in writing. 
19.2 Notwithstanding the provisions of sub-clause 19.1 the Partner may terminate the Assignment forthwith by notice in writing to twentyAI where: 
19.2.1 the Candidate has acted in breach of any statutory or other reasonable regulations applicable to them while performing the services; 
19.2.2 the Partner reasonably believes that the Candidate has not observed any condition of confidentiality applicable to the Candidate from time to time; or 
19.2.3 for any reason the Candidate proves unsatisfactory to the Partner 
19.3 twentyAI may terminate an Engagement forthwith by notice in writing: 
19.3.1 if the Partner is in wilful or persistent breach of its obligations under these Terms; or 
19.3.2 if the Partner becomes bankrupt or has a receiving order or administrative order made against it or is put into liquidation (save for the purposes of solvent reconstruction or amalgamation). 
19.4 twentyAI shall notify the Partner immediately if it receives or otherwise obtains information which gives it reasonable grounds to believe that a Candidate supplied to the Partner is unsuitable for the Engagement and shall terminate the Engagement forthwith. 
19.5 The duration of the initial Engagement may be extended by agreement in writing between the parties and this contract (unless excluded in writing) shall be deemed to apply to such extended Engagement period(s). 
19.6 In addition to any other termination rights set out in this clause, twentyAI may terminate the Engagement with immediate effect upon giving notice to the Partner in the event that the Partner issues or threatens to issue proceedings against twentyAI or if the Partner fails to make payment of any sum due to twentyAI having received a prior written demand. 
19.7 twentyAI may, at its absolute discretion and at any time, terminate Engagement upon immediate notice where in the opinion of twentyAI, the Candidate is no longer suitable to provide the Services, including suitability given Off Payroll status of Services. 

20. Data Protection 

20.1 For the purposes of this clause "Data Subject" means as set out in, and will be interpreted in accordance with Data Protection Legislation.  For the avoidance of doubt, Data Subject includes Representative. 
20.2 The parties hereto acknowledge that twentyAI is a Data Controller in respect of the Personal Data of Candidate and provides such Personal Data to Partner in accordance with the Data Protection Legislation for the purposes anticipated by these Terms. 
20.3 The parties hereto acknowledge that Partner is a Data Controller but the parties hereto are not Joint Controllers (as defined within Data Protection Legislation) save where a specific agreement is made to that effect between the parties hereto.  
20.4 The parties hereto agree that the Candidate is not Partner's Data Processor (as defined within Data Protection Legislation) save where agreed otherwise within a Candidate Schedule and subject to additional terms and conditions. 
20.5 The parties hereto warrant to each other that any Personal Data relating to a Data Subject, whether provided by Partner, twentyAI or by Candidate, will be used, Processed and recorded by the receiving party in accordance with Data Protection Legislation.  
20.6 The parties hereto will take appropriate technical and organisational measures to adequately protect all Personal Data against accidental loss, destruction or damage, alteration or disclosure. 
20.7 Partner will - 
20.7.1 comply with the instruction of twentyAI as regards the transfer/sharing of data between the parties hereto. If Partner requires Personal Data not already in its control to be provided by twentyAI, Partner will set out their legal basis for the request of such data and accept that twentyAI may refuse to share/transfer such Personal Data where, in the reasonable opinion of twentyAI, it does not comply with its obligations in accordance with Data Protection Legislation;   
20.7.2 not cause twentyAI to breach any of their obligations under the Data Protection Legislation. 
20.8 In the event Partner becomes aware of an actual or any reasonably suspected Personal Data Breach, it will immediately notify twentyAI and will provide twentyAI with a description of the Personal Data Breach, the categories of data that was the subject of the Personal Data Breach and the identity of each Data Subject affected and any other information the twentyAI reasonably requests relating to the Personal Data Breach.  
20.9 In the event of a Personal Data Breach, Partner will promptly (at its own expense) provide such information, assistance and cooperation and do such things as twentyAI may request to -  
20.9.1 investigate and defend any claim or regulatory investigation;  
20.9.2 mitigate, remedy and/or rectify such breach; and  
20.9.3 prevent future breaches; and 
20.9.4 will provide twentyAI with details in writing of all such steps taken. 
20.10 Partner will not release or publish any filing, communication, notice, press release or report concerning any Personal Data Breach without the prior written approval of twentyAI. 
20.11 Partner agrees it will only Process Personal Data of Candidate for the agreed purpose of provision of Services pursuant to these Terms. 

21. Equal Opportunity Employment 

21.1 Partner and twentyAI affirm and agree that they are equal opportunity employers and are in full compliance with any and all applicable anti- discrimination laws, rules, and regulations. Partner and twentyAI agree not to harass, discriminate against, or retaliate against any employee of the other because of his or her race, national origin, age, sex, religion, disability, marital status, gender identity or other category protected by law; nor shall either party cause or request the other party to engage in such discrimination, harassment, or retaliation.  In the event of any complaint of unlawful discrimination, harassment, or retaliation or any other issue by a temporary employee or contractor, Partner and twentyAI agree to cooperate in the prompt investigation and resolution of such complaint. 

22. Law 

22.1 These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales. 

23. Subscription Fees 

23.1 A Subscription Fee is chargeable to the Partner for the ongoing registration and use of the Site. 
23.2 If you do not authorise payment of the Subscription Fee by the due date, then your access to the Site will be revoked.    
23.3 To pay for Subscription Fees, you will be prompted to add a credit or debit card.  This data will be saved by Stripe and is secured according to all necessary financial and data protection regulations. 
23.4 Subscription to the Site is for a minimum period of 12 months and by accepting these terms you are contractually bound to a 12-month commitment. 
23.5 Payment processing services for Subscription Fees for Partners on the Site are provided by Stripe and are subject to the Stripe Connected Account Agreement which includes the Stripe Terms of Service (collectively the Stripe Services Agreement). 
23.6 By agreeing to the Terms or continuing to operate as a Partner on the Site, you agree to be bound by the Stripe Services Agreement as the same may be amended from time to time.  As a condition of us enabling payment processing services through Stripe, you agree to provide to us accurate and complete information about you and your business and you authorize us to share it and transaction information related to your use of the payment processing services provided by Stripe. Payments are subject to the limitations and requirements listed at https://stripe.com/en-gr/connect. 
23.7 You must not pay, suggest to pay or agree to pay any sums to the Candidate outside of the Site or twentyAI invoicing. 
23.8 All payments made by you shall be in Pound sterling. 
23.9 We reserve the right to change the calculation of the Subscription Fee due at our sole discretion and on notice to you.