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”
(1) Partner (“Partner”) , and
(2) twentyAI, 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”).
(A) twentyAI have developed an online talent ecosystem called Acumulate (the “Site”), https://www.acumulate.com/ for Partners of Acumatica ERP (each, Partner) to source Services from Candidates registered on the Site.
(B) 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.
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
12. Data Protection Legislation: any laws and regulations of the United States relating to the processing of Personal Data. For data processed in the United Kingdom, 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 States.
19. You or User: any user of the Site, whether a Partner or Candidate
These terms shall govern the use of the Site provided by twentyAI hereunder:
1. The Contract
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 unauthorized 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. 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.
3.3. 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.
4.1. 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 or on behalf of a Partner on the Site, you must have the authority to bind the Partner to the Terms and be legally capable of entering into a contract. The 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 10.1. 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 not accept your registration until we have verified this information and we shall notify you accordingly. We reserve the right to refuse your registration.
5.2. 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 unauthorized 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 unauthorized person or that the user is in breach of the Terms.
5.3. 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.
5.4. Following registration, you agree that we shall be entitled to reproduce and use the Partner’s name and associated logos within marketing and publicity for our business.
6.1. All of your Jobs should include sufficient information for the Candidate to review and decide whether or not they are interested to prepare an Application. We suggest including the following information in your Jobs:
- 6.1.1. 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;
- 6.1.2. any assumptions or likely difficulties associated with the Services;
- 6.1.3. 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;
- 6.1.4. any risks to health or safety known to the Partner and what steps the Partner has taken to prevent or control such risks.
- 6.1.5. the date the Partner requires the Candidate to commence and the duration or likely duration of the work;
- 6.1.6. the minimum rate of remuneration, expenses and any other benefits that would be offered
6.2. Your Jobs and communications with Candidates must be written and posted in a fair, honest and professional in the context of the potential relationship.
6.3. You must not post any content on the Site that:
- 6.3.1. is deliberately dishonest or false;
- 6.3.2. is obscene offensive, hateful, inflammatory, or unlawful, or promotes illegal activities, violence or hatred;
- 6.3.3. is discriminatory or appears to be discriminatory of any group of people including on the grounds of sex, race, age or disability;
- 6.3.4. includes any IP Rights that do not belong to you unless you have the written permission of the owner of such IP Rights to reproduce it on the Site;
- 6.3.5. includes any personal insults or attacks; and/or
- 6.3.6. breaches the provisions of any law, statute or regulation regarding equality or data protection;
- 6.3.7. encourages or otherwise deliberately or recklessly involves any breach of applicable laws, regulations, codes of practice and/or guidelines; and/or includes any contact information.
6.4. We may at our sole discretion:
- 6.4.1. require you to amend any content you have posted on the Site; and/or
- 6.4.2. remove any content you have posted on the Site at any time and without notice to you if we reasonably believe that such content breaches any part of the Terms.
- 6.4.3. We shall host the Job in accordance with the Terms on the Site until you remove it, or until we reasonably believe the Job is no longer active.
7. Your relationship with Candidates
7.1. Within your account you will be able to see the Candidates’ profiles, message them, and invite them to submit an Application. If a Candidate sends you a Job Application, you can then discuss the Services and the Job on the Site to try to reach an agreement. You agree that unless you reach such an agreement for the provision of the Services with a Candidate, you shall keep the details of the Candidate’s Application confidential and not use it for any purpose whatsoever and shall not contact them outside of the Site to circumvent the Site.
7.2. You shall treat all Personal Data and other information relating to a Candidate as confidential and you shall comply with the Data Protection Legislation in respect of the Candidate’s Personal Data. In particular, you shall:
- 7.2.1. keep secure the Candidate’s Personal Data, and not share it with any third party, or use it for any purpose except in relation to a Job under the terms of the Service Contract unless the Candidate agrees to any other use;
- 7.2.2. take appropriate security measures (including physical, electronic and procedural measures) to help safeguard the Candidate’s Personal Data from unauthorized access, loss and disclosure;
- 7.2.3. ensure that individuals processing the Candidate’s Personal Data are subject to a duty of confidence in relation to the Candidate’s Personal Data;
- 7.2.4. assist us to respond to a data subject access request;
- 7.2.5. assist us to allow Candidates to exercise their rights under Data Protection Legislation and to meet our legal obligations in relation to the security of processing, the notification of breaches of Personal Data and data protection impact assessments; and
- 7.2.6. at our request, submit to audits and inspections by us to ensure that you are complying with your obligations under this Condition and notify us if you are requested to take any action in breach of any the Data Protection Legislation relating to a Candidate’s Personal Data.
7.3. If you agree to hire the Candidate, by clicking the ‘Accept Contract’ button on the Job page, this will form an Agreement between you and twentyAI under the Partner Terms of Business.
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.
8.1. A Subscription Fee is chargeable to the Partner for the ongoing registration and use of the Site.
8.2. If you do not authorize payment of the Subscription Fee by the due date, then your access to the Site will be revoked.
8.3. 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).
8.4. 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.
8.5. You must not pay, suggest to pay or agree to pay any sums to the Candidate outside of the Site or twentyAI invoicing.
8.6. All payments made by you shall be in US dollars.
8.7. We reserve the right to change the calculation of the Subscription Fee due at our sole discretion and on notice to you.
9.1. You agree that all Fees for Services provided by a Candidate at any time shall be paid to us. This means that if following completion of a Job, you wish to re-engage the Candidate, subject to the Partner Terms of Business, you shall do so only through the Site or directly via twentyAI.
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 Candidate that has been introduced to you through the Site to ensure full and accurate disclosure and payment of all Fees due. If following the audit, there is found to be a breach, then you shall promptly pay to us all sums that we would have retained in respect of any services provided by the Candidate and fee paid to the Candidate, together with the costs of the audit and enforcement of this Condition 9.
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.
11.1. 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.
12.1. 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.
13.1. 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.