For the Introduction of Candidates via Technicorns

These Terms are agreed on the date of registration to Technicorns between:

(1) TwentyAI Ltd, a company incorporated and registered in England and Wales with company number 06689694 whose registered office is at Copthall House, 14-18 Copthall Avenue, London, EC2R 7DJ (“TwentyAI”, “we”, “us”), and

(2) "You", or “User”, refers to the “Portfolio Company” that you are representing through your acceptance. If you are agreeing to these Terms on behalf of your employer or another entity, you represent and warrant that: (i) you have the necessary legal authority to bond your employer or such entity to these Terms; (ii) you have read and understood these Terms; and (iii) you agree to these Terms for the entity you represent. If you lack the legal authority to bind your employer or such entity, you should not agree to these Terms.

Background

1. TwentyAI operates an online talent ecosystem website (“Technicorns”) on behalf of and for Venture Capital firms, referred to as “Keystone Organizations”, so that their Portfolio Companies can source services from, and Engage with Candidates registered on Technicorns.
2. By registering on Technicorns, as a User, you agree to be bound by these Terms of Business. You can view these terms at https://www.technicorns.com/terms-of-business. If you do not agree to be bound by these Terms, do not use Technicorns. If you have any questions, you can contact us by email at technicorns@twentyai.com.

Definitions

In these Terms, the following definitions apply:

1. Assignment: means the period during which Candidate renders their services.
2. Assignment Schedule: means the schedule provided by TwentyAI to the Portfolio Company confirming the details relating to services provided by the Candidate.
3. Application: means a response from a Candidate to a Job.
4. Candidate: means any individual who registers on Technicorns seeking to provide Candidate services to the Portfolio Company.
5. Engagement: means employment or use of a Candidate by the Portfolio Company on a permanent, fixed term, contingent or temporary basis and Engages or Engaged shall be construed accordingly.
6. Independent Contractor: means a Candidate who is engaged by TwentyAI on a temporary or fixed term basis for the provision of Candidate services to a Portfolio Company.
7. Introduction: shall constitute the Portfolio Company accessing the Candidate profile or becoming aware of the Candidates information via Technicorns or referred to directly by TwentyAI and Introduced shall be construed accordingly.
8. Introduction Fee: the fees due from the Portfolio Company to TwentyAI in consideration of a direct or circumvented approach and subsequent Engagement with a Candidate introduced by TwentyAI via Technicorns or otherwise.
9. Job: means a posting on Technicorns by the Portfolio Company setting out a description of the services required from a Candidate for an Engagement.
10. Keystone Organization: means the Venture Capital firm or company that holds an interest and ownership in the Portfolio Company and subsequently supports being able to use Technicorns.
11. Recruitment Fees: the fees due from the Portfolio Company to TwentyAI in consideration of the TwentyAI Services provided together with all applicable sales taxes.
12. Registration: means a Candidate profile created or uploaded to Technicorns by the Candidate and Registered shall be construed accordingly.
13. Salary: the annual base salary (converted from gross hourly pay if applicable) received by the Candidate as a result of an Engagement. For Sales/GTM Positions guaranteed and/or anticipated bonuses and commission earnings shall be included in the calculation.
14. Services: all associated features, functionalities, websites, mobile sites, user interfaces, and any content and software applications associated with and provided by TwentyAI via Technicorns.
15. Submission: means a Candidate profile created or uploaded to Technicorns directly by TwentyAI and Submitted or Submits shall be construed accordingly.
16. Temporary Employee: means a Candidate who is employed by TwentyAI on a temporary or fixed term basis for the provision of Candidate Services to a Portfolio Company.
17. Terms: means these terms of business and will include any schedules, including the Assignment Schedule, issued pursuant to these terms of business and Agreement shall be construed accordingly.
18. Working Day: any day other than a Saturday, Sunday, or a public holiday in the applicable jurisdiction.

Terms

These terms shall govern the use of Technicorns provided by TwentyAI hereunder:

1. The Terms
   1. These Terms are effective as of the date you first click “I agree” (or a similar button or checkbox) or use or access Technicorns, whichever is earlier. These Terms do not have to be signed to be binding. To clarify, these Terms encompass any hyperlinks to this document and any other agreements signed by the parties that refer to these Terms. If you disagree with these Terms or are unable to adhere to them, you should refrain from using Technicorns.
   2. Modification of Terms. 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 Technicorns.
   3. Notification of Modification of Terms. 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. You are responsible for regularly reviewing the Terms so that you are aware of any changes to them.
   4. Handling of Personal Information. By submitting your personal information to us, using our Services, or interacting with us in any way, you are giving your consent for us to collect, use, and share your information as outlined in our Privacy Policy. This includes any purposes we specified when you initially provided your personal data.

TwentyAI Obligations

2. Candidates and Submissions
   1. TwentyAI shall submit to Technicorns, Candidates whose qualifications, experience, training and any such other information match the requirements for Jobs posted to Technicorns by the Portfolio Companies.
   2. Prior to making any Submission, TwentyAI shall endeavor to ensure the suitability of Candidates through vetting that the Candidate has the necessary or required experience, training, qualifications, and any authorization required by law or a professional body, but TwentyAI makes no warranty, express or implied, as to such suitability, and accepts no responsibility in respect of matters outside of its knowledge.
   3. Prior to making any Submission, TwentyAI shall have obtained consent from the applicable Candidate:
      1. For TwentyAI to make such a Submission on their behalf,
      2. To the fact that personal data about the Candidate may be retained and used by TwentyAI.
   4. For the Introduction of Candidates for Temporary Engagements, TwentyAI shall as it deems appropriate, be responsible for taking up any references, including the confirmation of relevant professional or academic qualifications, criminal record and/or background checks and for arranging all medical examinations or other investigations of the Candidate and obtaining any work and other permits.
   5. For the avoidance of doubt, notwithstanding Clause 2.1, 2.2 and 2.3, for the Introduction of Candidates for Permanent Engagements the Portfolio Company shall be responsible for taking up any references, including the confirmation of 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.
   6. In the event a Candidate in Technicorns is successfully placed in a Permanent Engagement through the Services provided, that Candidates profile shall be hidden from view within Technicorns for a period of twelve (12) months from the date the Candidate accepts an offer of Engagement, i.e., the offer acceptance date. During this period, the Candidates profile will not be accessible or searchable by users of Technicorns. Upon expiry of the twelve (12) month period, the Candidate profile will be made visible again. If the Candidate is placed in a Temporary Engagement, their profile will remain visible in Technicorns throughout the Temporary Engagement. 

3. Technicorns Support and Maintenance
   1. TwentyAI will provide the Portfolio Company with Support and Maintenance Services during Normal Business Hours (9.00am – 5.00pm local time) during Working Days.
   2. Support Services:
      1. TwentyAI shall provide technical support services. Where possible, a Portfolio Company shall appoint one person to act as liaison and be authorized to contact TwentyAI for technical support services. The designated liaison shall be communicated to the TwentyAI account representative before use of Technicorns.
      2. To request support, the Portfolio Company liaison or such other person shall submit a written email to their TwentyAI account representative. TwentyAI will be available to take phone calls during Normal Business Hours, but an email must also be provided before it is actioned. TwentyAI shall use reasonable endeavors to process support requests, determine the source of the problem and respond within two business days.
   3. TwentyAI shall provide Support Services free of charge, for the following support requests:
      1. Errors that prevent Users from using Technicorns in the same way as the demonstration.
      2. Guidance on how to use Technicorns platform.
   4. Maintenance Services:
      1. TwentyAI shall ensure that Technicorns is maintained and updated. This may include scheduled corrections and software updates. During maintenance periods, TwentyAI may facilitate, at its discretion, version upgrades, error corrections and patch applications to hosted systems. TwentyAI shall use all reasonable endeavors to avoid unscheduled downtime for Talent Ecosystem maintenance.
      2. Should the Portfolio Company believe that Technicorns has not been maintained, they may at any time file a report by contacting their account representative. 
   5. TwentyAI may amend the Support or Maintenance Services, with 3 calendar months’ advance written notice.
   6. TwentyAI shall aim to provide at least a 99% uptime service availability level (“Uptime Service Level”). This availability refers to an access point on the hosting provider’s backbone network. Availability does not include maintenance periods as described in Clause 3.4, Portfolio Company caused or third party-caused outages or disruptions or outages or disruptions attributable in whole or in part to force majeure events within the meaning of Clause 25.

4. Temporary Staffing
   1. Portfolio Company agrees that TwentyAI obligations to the Portfolio Company is limited to assigning employees with the necessary or required experience, training, qualifications, and any authorization required by law or a professional body, and with regard to such employees:some text
      1. to maintain personnel and payroll records;
      2. calculate and pay wages;
      3. withhold and remit payroll taxes and other government-mandated charges (including workers’ compensation);
      4. hire, assign, reassign, counsel, discipline, and discharge; and handle work-related claims and complaints. 
   2. In the event of a Temporary Engagement, an Assignment Schedule will be provided to the Candidate and Portfolio Company by TwentyAI for agreement and signature, including the following:
      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 Portfolio Company and the Candidate;
      2. the detail of Salary, frequency of payment, hours of service, disbursements or expenses, overtime and any other agreed emoluments between the Portfolio Company and the Candidate;
      3. the nature of the relationship between the Portfolio Company and the Candidate in the case of an Independent Contractor, or between TwentyAI and the Candidate in the case of a Temporary Employee;
      4. obligations, agreements, and representations of the Candidate to the Portfolio Company and TwentyAI;
      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 Portfolio Company on full payment;
      6. that the Candidate shall provide the Candidate services with reasonable skill and care, and in accordance with all applicable laws and regulations.
   3. TwentyAI shall instruct all temporary employees or contractors that they are not entitled to any holidays, vacations, disability, insurance, pensions or retirement plans, or any other employee benefits offered or provided by the Portfolio Company to its direct employees.
   4. TwentyAI shall use reasonable endeavours to ensure that Candidates use best endeavours to deliver their services to the Portfolio Company reasonable and lawful specification.

5. Insurance
   1. TwentyAI carries and shall continue to carry a comprehensive insurance package that covers our employees (including Temporary Candidates) while on assignment to the Portfolio Company. It includes but is not limited to, General Liability, Professional Liability, Umbrella Liability, Employment Practices, Cyber Liability, and Crime.
   2. TwentyAI can provide Certificates of Insurance upon request for the policies mentioned above, with coverage amounts deemed sufficient by TwentyAI.
   3. If any of such insurance policies are to be modified or canceled during the term of these Terms in a way which would affect the coverage required, TwentyAI shall provide written notice to the Portfolio Company at least 30 days prior to such modification or cancellation.

Portfolio Company Agreements

6. Posting Jobs and using Technicorns
   1. All Jobs must be for bona fide positions that the Portfolio Company is ready to make an immediate hire for.
   2. All Jobs are initially posted to Technicorns on a Self Service Hire basis by default. You can upgrade a Job at any time to get additional support from TwentyAI Services by clicking ‘Upgrade Job’ (or a similar button or checkbox), which will upgrade the Job to a Contingent Hire or Search Hire depending on your selection, as described below:
      1. “Self Service Hire” (or “Direct Hire”) means when the Candidate has made an Application or the Portfolio Company has made a direct approach to the Candidate via Technicorns or otherwise, and the Portfolio Company has managed the interview and offer process.
      2. “Contingent Hire” means when the Candidate has made an Application or TwentyAI has Submitted the Candidate via Technicorns or otherwise, and TwentyAI has managed the advertisement, interview and offer process and the first year Salary of the Candidate is less than the Salary amount in Fees Schedule 1 for a Contingent Hire.
      3. “Search Hire” means when the Candidate has made an Application or TwentyAI has Submitted the Candidate via Technicorns or otherwise, and TwentyAI has managed the advertisement, interview and offer process and the first year Salary of the Candidate is more than or equal to the Salary stipulated in Fees Schedule 1 for a Search Hire.
   3. To enable TwentyAI to comply with its obligations and deliver the TwentyAI Services under these Terms, the Portfolio Company undertakes to upload to Technicorns details of the Job which the Portfolio Company seeks to fill, including:
      1. a clear description of the type of work that the Candidate would be required to do, the location and approximate hours of work. The Job should accurately describe the role and not mislead the Candidate. Sufficient detail should be included for the Candidate to understand the nature of the Job and the basic requirements of the Job;
      2. any assumptions or likely difficulties associated with the Job;
      3. the experience training, qualifications, and authorization which the Portfolio Company considers necessary, or which are required by law or any professional body for the Candidate(s) to possess;
      4. any risks to health or safety known to the Portfolio Company and what steps the Portfolio Company has taken to prevent or control such risks;
      5. details of the date the Portfolio Company requires the Candidate to commence, the duration or likely duration of the work; and
      6. confirm the rate of Salary and details of any expenses and any other benefits that would be offered together with the intervals of payment of Salary;
      7. where applicable, the length of notice which the Candidate would be required to give, and entitled to receive, to terminate the Engagement.
   4. The Portfolio Company shall take all such steps as are reasonably practicable to communicate progress of a Job through Technicorns to TwentyAI, herewith the Portfolio Company undertakes to:
      1. appoint a representative to attend bi-weekly Job status meetings with their TwentyAI account representative; and
      2. guarantee TwentyAI direct access to communicate with the hiring manager, which may include a business sponsor and/or talent sponsor.
   5. In relation to an Engagement agreed with a Candidate that has been Introduced through Technicorns or otherwise by TwentyAI, the Portfolio Company agrees to:
      1. notify TwentyAI immediately, in writing, of the terms of any offer of an Engagement which it makes to a Candidate; and
      2. notify TwentyAI immediately, in writing, that its offer of Engagement to the Candidate has been accepted and provide details of the Salary agreed with the Candidate, together with any documentary evidence as requested by TwentyAI; and
      3. pay the Recruitment Fee or Introduction Fee, calculated in accordance with the Fees section of these Terms and as set out in Fees Schedule 1.
   6. The Portfolio Companies agrees to grant TwentyAI a non-exclusive, non-transferable, and limited right to access its Applicant Tracking System (ATS) via its Application Programming Interface (API) solely for the purpose of integrating with Technicorns and retrieving Job listing data. Alternatively, the Portfolio Company agrees that TwentyAI can retrieve its Job posting data programmatically from LinkedIn using an application programming interface (“API”) to facilitate quick and easy posting of Jobs to Technicorns.
   7. Any access under clause 6.6 shall be granted to authorized parties and administrators of Technicorns upon mutual agreement between the Portfolio Company and TwentyAI. TwentyAI shall ensure any integration process adheres to industry standards of data security and privacy. Any modifications or updates to the integration shall be communicated promptly between the parties.

7. Temporary Staffing
   1. The Candidate shall submit an e-timesheet of hours worked on either a bi-weekly or monthly basis (the “Payroll Period”) as agreed with the Portfolio Company and TwentyAI. The Portfolio Company hereby warrants that an authorized representative of the Portfolio Company shall review and sign/authorize the e-timesheet within two (2) working days of the date submitted. TwentyAI may rely upon the e-timesheet approval or timesheet signature as binding.
   2. Signature or approval of timesheet hours worked pursuant to Clause 7.1, or other such verification of the Candidate services, is confirmation of the Candidate services provided and of satisfaction of the Portfolio Company with the Candidate services provided.  Failure to sign or authorize the timesheet does not absolve the Portfolio Company of its obligation to pay the charges for the services provided by the Candidate.
   3. If the Portfolio Company is unable to sign an e-timesheet (or other agreed method of verification) submitted by the Candidate because the Portfolio Company disputes the amount of time claimed or services provided, then the Portfolio Company will notify TwentyAI within two (2) working days of the date submitted and will co-operate fully and in a timely fashion with TwentyAI, including providing documentary evidence of the hours/days worked or Candidate services provided, to enable TwentyAI to establish what periods of time, if any, were worked or verify the Candidate services provided.
   4. The Portfolio Company 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 and the Portfolio Company shall provide such instructions and suitable facilities to the Candidate as are necessary to enable the services of the Candidate to be provided.
   5. The Portfolio Company 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 the Portfolio Company, and, without limiting that responsibility in any way.
   6. The Portfolio Company 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.
   7. The Portfolio Company acknowledges and accepts that from time to time that an Independent Contractor 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 Portfolio Company.
   8. The Portfolio Company 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 the Portfolio Company agrees that the Candidate is not an employee of the Portfolio Company and that neither the Candidate nor the Portfolio Company has any obligation to perform or provide work for any specific period.
   9. The Portfolio Company may instruct TwentyAI, in writing, to end the services of Candidate immediately in the event of substantial non-performance or serious misconduct by Candidate, provided that Portfolio Company provides detailed, written confirmation of the non-performance and/or misconduct.
   10. TwentyAI may end any Assignment immediately by giving Portfolio Company notice in writing if:some text
       1. Portfolio Company is in material breach of these Terms; or
       2. At the discretion of and in the opinion of TwentyAI, the Candidate is no longer suitable to provide the services.
   11. Either party may terminate Assignment prior to the end of Assignment by giving not less than the required period of notice as agreed and set out in the relevant Assignment Schedule.
   12. Should termination of Assignment be served by Portfolio Company and a period notice is required, the Portfolio Company agrees to make payment in accordance with the notice period as calculated by TwentyAI, irrespective of whether Candidate continues to provide the services during this notice period.
   13. SPECIAL TERMS. PLEASE REFER TO SCHEDULE 3 OF THESE TERMS WHICH INCLUDES SPECIFIC STATUTORY PROVISIONS THAT APPLY TO THE UNITED STATES AND UNITED KINGDOM FOR THE SUPPLY OF TEMPORARY CANDIDATES.

Fees

8. Subscription Package Fee
   1. You may purchase access to the Services by subscribing to one of the available packages set out in Schedule 2. If applicable, TwentyAI will render an invoice to the Portfolio Company upon initial registration to Technicorns for an upfront payment (the “Subscription Retainer Payment”) equivalent to the amount set out in Fees Schedule 1 for the subscription package chosen.
   2. The subscription packages provide the Portfolio Company with access to additional and discounted Services as set out in Schedule 2.
   3. The Subscription Retainer Payment shall be treated as a Retained Payment by TwentyAI and shall be held as a credit and displayed as an account balance of the Portfolio Company on the Technicorns site.
   4. The fees payable to TwentyAI under this Fees Section, and as set out in Fees Schedule 1, shall be deducted from the Subscription Retainer Payment until such a time that the remaining account balance on the Subscription Retainer Payment is depleted below the Self Service Fee amount of the subscription package chosen, when at such time a new invoice will be rendered to the Portfolio Company for the Subscription Retainer Payment, as set out in Fees Schedule 1, to replenish the Subscription Retainer Payment.
   5. In the event that the Portfolio Company chooses not to replenish the Subscription Retainer Payment, then it must inform TwentyAI within fifteen (15) days upon receipt of the invoice. The Portfolio Company acknowledges and agrees that subsequent Services due for payment, exceeding the remaining account balance, will be invoiced at the higher standard rate corresponding to the Bronze or Silver subscription package as determined by the Portfolio Company's eligibility as set out in Schedule 2. Any remaining account balance will be deducted from the Services due for payment.

9. Permanent Recruitment Fee
   1. The fee payable to TwentyAI by the Portfolio Company, for an Introduction resulting in a permanent Engagement (to be engaged directly by the Portfolio Company) commencing within 12 months of the last Introduction date, depends on the TwentyAI Service provided in relation to the Job pursuant to clause 6.2.
   2. The fee payable to TwentyAI for each TwentyAI Service above-mentioned is set out in Fees Schedule 1.
   3. No fee is charged to the Portfolio Company until the Candidate accepts an offer of Engagement, i.e., the offer acceptance date, at which point TwentyAI shall render an invoice to the Portfolio Company and the total charge will be deducted from the Subscription Retainer Payment from the Portfolio Company account. Pursuant to clause 8.5, if the account balance of the Portfolio Company is insufficient because the Portfolio Company has chosen not to replenish the Subscription Retainer Payment, then the invoice balance will be payable within thirty (30) days from the invoice date.
   4. If an Engagement is on a fixed term of less than 12 months, the Fee will apply pro-rata. If the Portfolio Company (a) extends the Engagement beyond the initial fixed term or (b) re-Engages the Candidate within 12 calendar months from the date of termination of the agreed period of the fixed term Engagement, then the Portfolio Company shall be liable to pay a further Fee based on the Salary applicable for (a) the extended period of Engagement or (b) the period of the second and any subsequent Engagement, subject to the Portfolio Company not being liable to pay a greater sum in Fees than if the Candidate had first been Engaged for 12 months or more.
   5. If the Candidate is rejected by the Portfolio Company, or the Candidate rejects an offer of Engagement, if the Candidate is subsequently engaged by the Portfolio Company within 12 months of the date on which that Candidate is last Introduced by TwentyAI, the Portfolio Company shall pay the Fee to TwentyAI in accordance with this Clause 9 and as set out in Fees Schedule 1.
   6. If the Client engages a Candidate on a Self Service hire basis but the Candidate was originally Introduced to the Portfolio Company on a Contingent or Search basis following the upgrade of a Job, or if TwentyAI is providing Services to the Client outside of Technicorns, the relevant Recruitment Fee for a Contingent or Search hire will prevail and be payable by the Client.
   7. Where the Salary is not known or disclosed, TwentyAI will be entitled to charge an Introduction Fee calculated based on a comparable position in the general marketplace.
   8. For the avoidance of doubt, the Portfolio Company is obliged to:
      1. Notify TwentyAI immediately of any offer of an Engagement which it makes to the Candidate; and
      2. Notify TwentyAI immediately that its offer of an Engagement to the Candidate has been accepted and provide details of the Salary.
         

10. Refunds for Permanent Recruitment Fee
    1. In the event than a permanent Engagement terminates (whether by expiration of notice or otherwise) within the maximum period outlined in clause 10.2 from the date of commencement of work by the Candidate, i.e. the Candidate start date, and provided that:some text
       1. the Portfolio Company notifies TwentyAI in writing of the termination of Engagement within seven (7) days of such termination;
       2. the termination is not due to redundancy, layoff, or reorganization;
       3. the Candidate’s employment is not terminated by reason of poor performance prior to the completion of any induction or training period;
       4. the Candidate did not leave because they reasonably believed the nature of the Job was substantially different from the information the Portfolio Company provided;
       5. the Candidate did not leave the employment as a result of discrimination or other acts against the Candidate;
       6. all fees due from the Portfolio Company have been paid in accordance with these Terms;
    2. Where TwentyAI have been unable to find a suitable free replacement of an equivalent value within the maximum period outlined below, TwentyAI will offer the following refund of the Permanent Recruitment Fee (an “Early Termination Refund”) of:

     1. “Self Service”

• 100% refund within 30 days
• 0% refund 31 days thereafter

2. “Contingent Service”

• 100% refund within 30 days
• 50% refund 31 – 60 days
• 25% refund 61 - 90 days 
• 0% refund 91 days thereafter  

3. “Search Service”

• 100% refund within 90 days
• 0% refund 91 days thereafter  

3. If the Subscription Retainer Payment is not paid before the commencement of work by the Candidate, Early Termination Refunds in this clause are void.
4. Should the Portfolio Company, its parent, subsidiary or associated company reengage the Candidate within 12 months from the date of such termination then the “Introduction Fee” will be payable under Clause 13.
5. For the avoidance of doubt, a refund will not be payable on Temporary Engagements.

11. Temp-to-Perm Conversion Fee
    1. TwentyAI has incurred substantial recruitment, screening, training, HR, administrative and marketing expenses with respect to temporary Candidates. Should a Portfolio Company, its parent, subsidiary, or associated company wish to hire a temporary Candidate Introduced by TwentyAI at that time or within the prior 12 months, a Temp-to-Perm Conversion Fee will be due as set out in Fees Schedule 1.
    2. The fee will be due to TwentyAI together with payment for all time worked by such temporary Candidate prior to the conversion. TwentyAI shall render an invoice to the Portfolio Company and the total charge will be deducted from the Subscription Retainer Payment from the Portfolio Company account. Pursuant to clause 8.5, if the account balance of the Portfolio Company is insufficient because the Portfolio Company has chosen not to replenish the Subscription Retainer Payment, then the invoice balance will be payable within thirty (30) days from the invoice date.
    3. Where the Salary is not known or disclosed, TwentyAI will be entitled to charge an Introduction Fee calculated based on a comparable position in the general marketplace.
    4. For the avoidance of doubt, there are no refunds or rebates payable in respect of Temp-to-Perm conversions.

12. Temporary Recruitment Fee
    1. The total charge payable to TwentyAI by the Portfolio Company is comprised mainly of the Candidate’s pay, but also includes payroll and tax burdens relevant to the jurisdiction where the Candidate works, a TwentyAI Recruit Fee and business expenses as may have been agreed with the Portfolio Company or, if there is no such agreement, such expenses as are reasonable.
    2. The TwentyAI Fee is calculated as a percentage based on the relevant unit of Candidate pay and is set out in Fees Schedule 1.
    3. No fee is charged to the Portfolio Company until the e-timesheet has been approved by an authorized representative of the Portfolio Company pursuant to clause 7.1, 7.2 and 7.3. At which point, TwentyAI shall render an invoice to the Portfolio Company aligned with the Payroll Period agreed, and the total charge will be deducted from the Subscription Retainer Payment from the Portfolio Company account. Pursuant to clause 8.5, if the account balance of the Portfolio Company is insufficient because the Portfolio Company has chosen not to replenish the Subscription Retainer Payment, then the invoice balance will be payable within fifteen (15) days from the invoice date.
    4. For the avoidance of doubt, there are no refunds or rebates payable in respect of Temporary Engagements.
    5. SPECIAL TERMS. PLEASE REFER TO SCHEDULE 3 OF THESE TERMS WHICH INCLUDES SPECIFIC STATUTORY PROVISIONS THAT APPLY TO THE UNITED STATES AND UNITED KINGDOM FOR THE SUPPLY OF TEMPORARY EMPLOYEES.

13. Introductions and Circumventions
    1. The Portfolio Company must not pay, suggest to pay, or agree to pay any sums to the Candidate(s) in order to circumvent Technicorns or TwentyAI invoicing.
    2. Should a Candidate be introduced by TwentyAI through Technicorns or otherwise, and the Portfolio Company, its parent, subsidiary, or associated company directly Engages the Candidate, other than through TwentyAI, either during the Assignment or within 12 months of the last Introduction date by TwentyAI, either through Technicorns or otherwise, the Portfolio Company must promptly notify TwentyAI in writing and agrees to pay TwentyAI a one-time “Introduction Fee” as per below and set out in Fees Schedule 1.
    3. Should a Candidate be introduced by TwentyAI through Technicorns or otherwise, and the Candidate fail to register their Application through Technicorns, but instead makes an Application directly with the Portfolio Company, its parent, subsidiary, or associated company, TwentyAI will still be owed an “Introduction Fee” pursuant to clause 13.2, provided that TwentyAI can provide timestamped evidence that the Candidate(s) received notification or viewed the position through Technicorns prior to making an Application directly.
    4. The Introduction Fee is calculated as per below and is set out in Fees Schedule 1.some text
       1. Where first year Salary of the Candidate is less than $180,000, the fee shall be equivalent to the Recruitment Fee for a Contingent Hire under the relevant Subscription.
       2. Where first year Salary of the Candidate is equal to or more than $180,000, the fee shall be equivalent to the Recruitment Fee for a Search Hire under the relevant Subscription.
       3. Where the Engagement is Temporary, the first year Salary of the Candidate shall be calculated by the hourly pay rate multiplied by 2,080, to which the above shall apply. 
    5. If an Engagement is on a fixed term of less than 12 months, the Fee will apply pro-rata. If the Portfolio Company (a) extends the Engagement beyond the initial fixed term or (b) re-Engages the Candidate within 12 calendar months from the date of termination of the agreed period of the fixed term Engagement, then the Portfolio Company shall be liable to pay a further Fee based on the Salary applicable for (a) the extended period of Engagement or (b) the period of the second and any subsequent Engagement, subject to the Portfolio Company not being liable to pay a greater sum in Fees than if the Candidate had first been Engaged for 12 months or more.
    6. All Introductions are confidential.  If the Portfolio Company passes details of a Candidate to any third party resulting in the Engagement of that Candidate, then Portfolio Company agrees to pay the Introduction Fee for the transfer of ownership of that Candidate.
    7. TwentyAI shall render an invoice to the Portfolio Company for an Introduction Fee and the total charge will be deducted from the Subscription Retainer Payment from the Portfolio Company account. Pursuant to clause 8.5, if the account balance of the Portfolio Company is insufficient because the Portfolio Company has chosen not to replenish the Subscription Retainer Payment, then the invoice balance will be payable within thirty (30) days from the invoice date.
    8. Where the Salary is not known or disclosed, TwentyAI will be entitled to charge an Introduction Fee calculated based on a comparable position in the general marketplace.
    9. For the avoidance of doubt, there are no refunds or rebates payable in respect of Introduction Fees, even if the Engagement subsequently terminates.

14. Successful Referral Credits
    1. Within your account you will be able to refer Candidates to join Technicorns. Upon a referred Candidate securing their first Engagement and provided that a Review has been left by you pursuant to the Terms of Use, as the referrer of that Candidate you shall receive a credit as set out in Fees Schedule 1 (the “Successful Referral Credit”). The Successful Referral Credit shall be held as a credit and displayed as an account balance of the Portfolio Company on the Technicorns site and can be used against any future Engagements via Technicorns.

15. Bulk Hiring Superday Events
    1. If the Portfolio Company utilizes the services of TwentyAI, through Technicorns or otherwise, for a bulk hiring event, in which a large number of Candidates are sourced and interviewed on the same day or over a matter of subsequent days, herein referred to as a “Superday”, then a separate set of terms specific to the Superday event will need to be agreed. This clause is only applicable to Services directly associated with a Superday event and does not alter the fees or terms for other TwentyAI Services, through Technicorns or otherwise, outside of the Superday event.

Data and Confidentiality

16. Confidential Information
    1. Each party may be given access to or acquire information whether written or oral and in whatever medium and which relates to the business, products, financial and management affairs, customers, employees or authorized agents, plans, proposals, strategies, or trade secrets of the other party (“Confidential Information”). A party’s Confidential Information shall not be deemed to include information that
       1. is or becomes publicly known other than through any act or omission of the receiving party;
       2. was in the other party’s lawful possession before the disclosure;
       3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
       4. is developed by the receiving party, which development can be evidenced.
    2. Subject to Clause 16.5, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than for the application of these Terms.
    3. For the avoidance of doubt, metrics and analyses derived from the recruitment activities of the Portfolio Company in Technicorns is not deemed Confidential Information as this has been developed by TwentyAI as a result of providing the Services to the Portfolio Company. TwentyAI may disclose such information as analytics to the Keystone Organization and in an aggregated and anonymized format to other Keystone Organizations.
    4. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees in violation of the terms of this Agreement.
    5. TwentyAI agrees to direct its Temporary Candidates to keep such information confidential, and to require Temporary Candidates to enter into a Confidentiality Agreement. Temporary Candidates shall, at the discretion of the Portfolio Company, also be required to sign the Portfolio Company confidentiality and or non-disclosure agreement. Portfolio Company can help maintain the desired level of confidentiality by instructing temporary Candidates in their methods and procedures for distribution and storage of documents, and maintenance of confidentiality and security.
    6. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
    7. Neither party shall be responsible for any loss, destruction, alteration, or disclosure of Confidential Information caused by any third party.

17. Data Protection
    1. Each party acknowledges and agrees that:
       1. it will only process Personal Data for the agreed purpose, that is Introductions of Candidates pursuant to these Terms.
       2. it will take appropriate technical and organisational measures to adequately protect all Personal Data against accidental loss, destruction or damage, alteration, or disclosure;
       3. it will abide by all applicable laws and regulations in relation to the protection of such Personal Data;
       4. it will provide reasonable cooperation and assistance to the other party as may be necessary to enable such other party to comply with any obligations, investigations or requests pertaining to Personal Data of Candidates.
    2. After termination of these Terms, Personal Data shall be retained by the parties for no longer than the minimum retention period required by law. 
    3. SPECIAL TERMS. PLEASE REFER TO SCHEDULE 3 OF THESE TERMS WHICH INCLUDES SPECIFIC STATUTORY PROVISIONS THAT APPLY TO THE UNITED KINGDOM AND EUROPEAN UNION REGARDING DATA PROTECTION LAWS.

18. Ownership Rights
    1. The content of any Submission will be considered content of TwentyAI for the purposes of these Terms, even if subsequently confirmed by the Candidate. However, an individual Candidate may control the content relating to them and may have certain rights in such content, notwithstanding any provision to the contrary in these Terms.
    2. TwentyAI shall retain full ownership rights to all Candidates Submitted or Registered to Technicorns, regardless of the outcome of the selection process or any subsequent termination of these Terms by the Portfolio Company. The Portfolio Company acknowledges that the Candidates presented by TwentyAI are the result of their proprietary sourcing and screening efforts, and as such, the ownership rights pertaining to TwentyAI shall remain intact.
    3. The Portfolio Company acknowledges that any unauthorized use, disclosure, or distribution of Candidate information may, if deemed appropriate by TwentyAI, result in legal action in the pursuit of remedies or monetary damages including recovery of Introduction Fees. 
    4. The Portfolio Company acknowledges that the ownership rights attributable to TwentyAI are both reasonable and necessary for commercial protection and to ensure the effective operation and protection of Technicorns and Candidate Personal Data held within it.

Other Terms

19. Termination
    1. Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving written notice to the other party if:
       1. the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
       2.  the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
       3. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;
       4. a voluntary or involuntary liquidation, insolvency, administration, winding up or creditor arrangement event occurs, or proceeding is taken, with respect to the other party in any jurisdiction;
       5. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
       6. there is a Change of Control of the other party;
       7. The provision of Technicorns by TwentyAI is no longer commercially viable.
    2. The sections titled Definitions, Introductions and Circumventions, Confidentiality, Data Protection, Liability, Indemnity, Non-Solicitation, General and Governing Law will survive any termination of expiration of these Terms as well as any other terms that by their nature ought reasonably to survive termination or expiration.

20. Non-Solicitation
    1. Neither party, will either on its own or in partnership or association with any person, company or otherwise, whether directly or indirectly, during the term of this Agreement, or for a period of 12 months thereafter, solicit or entice away or attempt to entice away or authorize the taking of such action, any employee, or any key executive of the other party.
    2. 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 or where such employees or key executives have had a relationship with the party prior to the commencement of employment.
    3. 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 agree that if they breach this clause, it should pay the other an amount that is equivalent to three months of the current gross salary of the relevant employee or key executive.  
    4. 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.

21. Equal Opportunity Employment, Bribery
    1. The Portfolio Company 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, including without limitation, the Equal Employment Opportunity Act and other Equal Employment Opportunity laws and the Immigration Reform and Control Act (IRCA).
    2. The Portfolio Companies 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.
    3. In the event of any complaint of unlawful discrimination, harassment, or retaliation or any other issue by a Temporary Candidate, the Portfolio Company and TwentyAI agree to cooperate in the prompt investigation and resolution of such complaint.
    4. Any infringement on the law will be considered a breach of these Terms as well as a negligent act should the indemnifications in Clause 23 need to be invoked.
    5. The parties agree to comply with the provisions of the Foreign Corrupt Practices Act, 15 U.S.C. §78dd-2 and the UK Bribery Act 2010 in relation to their activities under these Terms. Each party shall at all times comply with its own anti-bribery policy in force from time-to-time.
       
22. Liability
    1. To the extent legally permitted under applicable law, in no event shall either party be liable under these Terms in contract, tort (including negligence) or otherwise for any loss of profit, anticipated profits or business, loss of data, loss of opportunity, loss of revenue or wasted expenditure, loss of goodwill or reputation and/or consequential, special or incidental loss or damage (whether or not advised of the possibility of the same).
    2. Nothing in these terms shall be construed as excluding or limiting the liability of neither party for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation or for any other liability that cannot be excluded by applicable law.
    3. The maximum liability of any party arising out of or in any way connected to these Terms, whether in contract, tort or otherwise shall in no circumstances exceed the total amount of fees payable to TwentyAI in the twelve (12) month period prior to the event giving rise to the claim.
    4. No warranties, express or implied, apply to any work product produced by a Candidate resulting from the Candidate services provided.
    5. No liability is recognized for a Temporary Candidate not completing his or her full contract length or expected services. Neither party has any liability in relation to a Temporary Candidate completing its obligations in a certain timeframe for any reason.
    6. The Portfolio Company shall follow all pertinent legal guidelines in relation to a Temporary Candidate.
    7. 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.
    8. You acknowledge and agree that the use of the Services in violation of these Terms could cause irreparable harm to TwentyAI and that in the event of such unauthorized use, we are entitled to an injunction in addition to any other remedies available at law or in equity.

23. Indemnity
    1. Portfolio Company agree to indemnify and keep indemnified TwentyAI and its directors, employees, officers, advisors, contractors, and agents (“Indemnitees”) against any costs, claims, and liabilities (including those under statute) incurred directly or indirectly, including reasonable legal fees, by any of the Indemnitees, arising out of or in connection with these Terms (without limitation) as a result of:
       1. your breach of these Terms or the provisions they incorporate by reference;
       2. your violation of any applicable laws, statutory provisions, or the rights of a third party
       3. any Candidate Data or any other user content that you post, contribute, or otherwise submit on or through Technicorns;
       4. any activity that you engage in or through the Services.

24. Dispute Resolution
    1. In the event of any dispute, claim, question, or disagreement arising from or relating to these Terms or the breach thereof (collectively "Dispute"), the parties will use their best efforts to settle the Dispute.
    2. Such efforts will include, at a minimum, that they consult, meet in person or by video call, and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties.
    3. If the Parties do not resolve the Dispute within a period of thirty (30) days, then, upon notice by either Party to the other, the Parties agree to mediate the Dispute in good faith according to the International Chamber of Commerce's Commercial Mediation Procedures in a location mutually agreeable to the parties. The parties will work in good faith with the mediator to attempt to complete the mediation within ninety (90) days of such notice.
    4. When a breach of these Terms warrants injunctive or any other equitable relief to remediate that breach, or limit the losses stemming therefrom, parties may undertake such action in lieu of the dispute settlement.
    5. At no time following the establishment of the relationship, shall either party, without just cause:
       1. make any statements, or take any other actions whatsoever, which is intended to, or is reasonably likely to, disparage, defame, sully or compromise the goodwill, name, brand or reputation of the other party;
       2. commit any other action that is intended to, or is reasonably likely to, injure, hinder or interfere with the business relationships or goodwill of the other party.

25. Force Majeure
    1. TwentyAI shall have no liability to the Portfolio Company under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors (where this default was beyond the reasonable control or expectation of TwentyAI, and where the effects could not reasonably have been avoided), provided that the Portfolio Company is notified of such an event and its expected duration.

26. General
    1. Copyright. The copyright in Technicorns is owned and operated by TwentyAI, Technicorns is powered by Whitelance, a trading name of Crowdskills Ltd.
    2. Marketing. The Portfolio Company acknowledges and consents that TwentyAI may use the Portfolio Company’s name, logo and testimonials or case studies for promotional activities.
    3. Severability. If any part of these Terms is held by a court of law (or similar forum) to be invalid or unenforceable, this shall not affect the validity or enforceability of the rest of these Terms.
    4. Assignment. The Portfolio Company shall not, without the prior written consent of TwentyAI (such consent not to be unreasonably withheld or delayed), assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under these Terms.
    5. Partnership. Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
    6. Waiver. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
    7. Class Action Waiver. By using the Services, you consent to settle any claims or disputes with us individually, instead of through a group or class-based process. You hereby waive any rights to initiate or join any class action litigation against us regarding any claims, disputes, or controversies arising from your use of the Services. Where relevant, you agree to exclude yourself from any class proceeding initiated against us. This waiver does not apply to claims or disputes that arise under consumer protection laws or any other scenarios where class action lawsuit waivers are legally unenforceable.
    8. Notices. We may be required by law or at your request to send you communications about the Services. You agree that in relation to these Terms of Use, we may send these communications to you via email or by posting them on Technicorns. The provisions of this Clause shall not apply to the service of any proceedings or other documents in any legal action.
    9. Changes to Fees. We reserve the right to change the pricing of the Fees from time to time as we find product market fit. We will communicate any price changes to you in advance, and if applicable, how to accept those changes. Subject to applicable law, you are deemed to accept any price changes by continuing to use the Services after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by notifying us prior to the change going into effect.

Governing Law

27. Each party acknowledges that, in entering these Terms, it does not rely on any statement, representation, assurance or warranty (whether it has made negligently or innocently) of any person (whether a party to these Terms or not) other than as expressly set out in these Terms.
28. If the Portfolio Company is resident in the United States, these Terms shall be governed and construed in accordance with New York Law and the parties submit to the exclusive jurisdiction of the State or Federal Courts in New York.
29. If the Portfolio Company is resident in the United Kingdom or European Union, these Terms shall be governed and construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.

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