OUR TERMS

WE ARE REVOLUTION LTD

Terms and Conditions for Permanent Placement Searches

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SECTION 1 – APPLICABILITY OF TERMS AND CONDITIONS

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These terms of business form the agreement (“Agreement”) upon which We Are Revolution Ltd, a limited company duly formed and existing under the laws of England (Company) introduces Candidates to the Client. These terms of business strictly to the supply of Candidates for permanent positions within the United States and apply to the exclusion of all other terms of business of the Client.

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This Agreement is expressly limited to these Terms and Conditions. The terms of this Agreement prevail over any terms or conditions contained in any other documentation and expressly exclude any of Client’s general terms and conditions contained in any other document issued by Client, irrespective of Company’s acceptance of payment, performance hereunder, or receipt or acknowledgement of receipt of any such terms or conditions. In the event of any conflict between the terms of this Agreement and the terms of any other document issued by Client, the terms of this Agreement shall prevail.

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The Client’s signature of these terms of business constitutes its acceptance of these terms of business. Whether or not the Client has signed these terms of business, the Client shall also be deemed to have accepted these terms of business upon the first to occur of:

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(i) the Client’s verbal or written request for details of Candidates; or

(ii) the Client’s acceptance from Company of any recruitment services; or

(iii) the Client’s verbal or written instruction to Company to commence a recruitment assignment or provide Candidate details for a vacancy; or

(iv) the Client’s verbal or written agreement to interview or engage any Candidate who is introduced to the Client by Company.

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SECTION 2 – FEE scales

A. Permanent Placement Search Fee:

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The following fee will apply in respect of any verbal or written instructions received from the Client regarding any Engagement or proposed Engagement:

Twenty five percent 25% of Remuneration Packages, invoiced and paid in accordance with Section 5

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SECTION 3 - INTERPRETATION

A. Definitions. In these Terms and Conditions, the following definitions apply:

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Affiliate: Any company that is related to Client by either Client or the company owning shares of the other, by common ownership, by common directorship or governance or by any other means of control.

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Engagement: The acceptance by a Candidate of an offer of a position from the Client or any Affiliate, whether such acceptance is verbal or in writing (e.g., signing an offer letter), or any other use of the Candidate by the Client or an Affiliate, whether on a permanent basis, howsoever such offer was made or accepted (and whether directly or indirectly). The terms "Engage," "Engages," and "Engaged" shall be construed accordingly.

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Candidate: An individual worker, or, where the worker is a company or other legal entity including the individual worker, as the case may be, including any of Company’s own employees, workers or agency staff.

Client: The person or firm signing these Terms and Conditions or to whom the Engagement Letter, if any, or similar correspondence is addressed.

Contract: These Terms and Conditions.

Engagement Letter: The offer to Client to carry out a Search upon these Terms and Conditions.

Introduce: The provision to Client of information by Company by way of Resume, Shortlist or in such format as Client may from time to time require which identifies the Candidate. The terms Introduction and Introduced shall be construed accordingly. The introduction of the Candidate shall be deemed to have taken place notwithstanding that the Candidate may eventually take an Engagement with the Client in other than the Position in contemplation of the parties at the time of Introduction.

Position: The position Client seeks to fill, based upon Requirements detailed in Section 4 of these Terms and Conditions

Requirements: The requirements provided to Company by the Client based on Section 4 of these Terms and Conditions.

Search: A search by Company for Candidates to fill a particular Position (the Assignment)

Shortlist: A written list of Candidates Company has and/or intends to Introduce to Client.

Terms and Conditions: These terms and conditions as amended from time to time in accordance with section 8A.

Territory: USA

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The heading names in these Terms and Conditions are provided for reference purposes only and shall not be independently interpreted.

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These Terms and Conditions shall be binding upon both parties and their Affiliates based upon their respective conduct, notwithstanding any error or defect in the execution of these Terms and Conditions or other document.

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SECTION 4 - PROFESSIONAL SERVICES

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A. Representation. Company shall have the non-exclusive right to represent Client with regards to the Search.

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B. Candidate Suitability. While Company shall use reasonable efforts to locate and introduce to Client suitable candidates, it shall nevertheless be the sole and exclusive obligation of Client, before engaging a Candidate, to satisfy itself as to the suitability of any Candidate introduced by Company, including but not limited to matters relating to or arising out of Candidate qualifications, authorisations, skills, character, experience, legal entitlement to work, certifications and physical capacity and health. Client is solely responsible for obtaining work permits and/or such other permission to work and confirming and satisfying any other regulatory or legal requirements or restrictions. Client is responsible for determining and making arrangements for any medical examinations and/or investigations into the medical history of any Candidate and satisfying any medical and other requirements, qualifications or permission required by law of the country in which the Candidate is engaged to work.

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C. Provision Of Information: So as to enable Company to locate and Introduce suitable Candidates, Client will promptly provide the following information to Company: (i) An executive summary of the Client including its areas of operations, samples of their work, etc.; (ii) A detailed description of the Position including any other relevant information; (iii) a detailed description of the desired applicant; (iv) a copy of your Human resources policy, if any; (v) a sample employment   contract detailing the terms on which the Candidate would be engaged; any latent or obvious dangers to personal safety and health attendant to the position.

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D. Notice of Engagement: Client will notify Company in writing immediately upon a Candidate’s Engagement, whether such Engagement is verbal or in writing (e.g., signing an offer letter), and in any event no later than seven (7) business days after such Engagement. Client shall confirm to Company the Total First Year’s Remuneration offered to the Candidate within seven (7) business days after the Candidate’s Engagement.

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SECTION 5 - FEES

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A. Introduction Fee. Company’s standard fee, as detailed in Section 2A is based upon the first-year total cash compensation including basic salary, any other cash payments and bonuses and any other benefits including, where a car or car allowance is provided, the sum of $10,000 (ten thousand) or the car allowance, whichever is greater. (“Annual Remuneration”) received by the Candidate Appointed to the Position. In all cases, a minimum fee of $25,000 before applicable taxes shall apply to each Engagement.

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B. Fee Payment Schedule. Unless provided otherwise in the Engagement Letter, the Introduction Fee is payable in full upon the Candidate’s Engagement, whether such Engagement is verbal or in writing. Such Engagement shall be deemed a successful introduction. The Client shall pay the Introduction Fee in full within 14 days from the date of the invoice, which shall be issued following the Candidate’s Engagement as specified in Section 5 H.

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C. Non-Assignment Introduction Fee. Where Company introduces a Candidate to Client other than pursuant to an Assignment and Client engages such an individual, an Introduction Fee shall be due and payable in accordance with the Section 2.A.

 

D. Expenses. If Company incurs expenses relating to an Engagement or a proposed Engagement, whether agreed verbally or in writing with the Client, then such expenses shall be invoiced in addition to the Fee and shall be payable by the Client within 14 days of invoice date. All expenses shall be payable by the Client irrespective of whether the Client engage any Candidate. Company will ensure that permission is sought from the client before such costs are incurred. The client will not be liable for costs incurred where prior permission was not received.

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F. Application Via Another Agent And Direct Application: Company’s fees are still payable notwithstanding: (1) the subsequent introduction of the Candidate to the Client by another agent; (2) the subsequent application of the Candidate to Client directly; (3) Candidate has accepted an Engagement with Client after having rejected a prior offer of Engagement by Client; or (4) within 6 months after Client having declined to make an offer of Engagement to Candidate, Candidate is provided an Engagement with Client. Client therefore undertakes to inform Company within five (5) days of learning the Candidate’s name if that Candidate had already been introduced directly or by another agent within the prior twelve (12) months. Failure to comply with this requirement shall constitute a waiver of rights under this clause by Client.

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G. Introduction to Third Parties. If the Client effects an Introduction of any Candidate originally introduced to it by Company to any third party which results in the Engagement of the Candidate by that third party within 6 months of the date of the first Introduction or date of the last meeting between the Client and the Candidate pursuant to that Introduction, whichever is the later, of the Candidate by Company then the Fee shall be payable by the Client as if the Engagement had been within the terms hereof.

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H. Invoice. Invoice shall be sent to Client following a Candidate’s Engagement, whether such Engagement is verbal or in writing, as notified by the Client under Section 4.D. Client shall pay each invoice submitted by Company in full and cleared funds within 14 days from receipt of the invoice. Payment by check and card is not accepted under any circumstances. Acceptable payment methods are bank transfer (ACH or Wire). Without prejudice to any other remedies available to it by law or pursuant to this Contract, Company may, at its option, suspend its performance under the Contract until payment is received from Client on past due invoices; void applicability of the rebate provisions under Section 5.L; and/or terminate the Contract. Any sales or similar taxes applicable to the services provided by Company under the Contract shall be We Are Revolution Ltd. Registered Office 15 Clarence Road, Southend on Sea, Essex SS1 1AN. Company Number 13021932 added to Company’s invoices and shall be paid by Client. In the event of late payment by the Client, Company reserves the right to charge interest on all overdue invoices at the rate of 1.5% per month of the full amount owing, including prejudgment interest.

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I. Separate Assignments; No Set-off. Each Assignment shall be separate from any other Assignment, shall commence on the applicable Commencement Date and shall be subject to its own Introduction Fee. Company may refuse/delay acceptance of a new Assignment if any fees for previous or ongoing Assignments are outstanding. Client may not withhold, offset, recoup or debit any amounts owed (or to become due and owing) to Company whether relating to Company’s alleged or actual breach or non-performance of this Agreement or any related agreement or work order.

 

J. Client Abandonment. Where, after an Introduction if, an offer of employment has been accepted by a Candidate, the Client withdraws the offer, then the Introduction Fee shall be due and payable in full.

 

K. Candidate Abandonment: Rebate. If, for reasons other than redundancy, threatened redundancy, Client failure to pay wages when due, constructive, wrongful, or unfair dismissal, or the Client’s liquidation, bankruptcy, dissolution, winding up, receivership, administration, merger, amalgamation, change of control, or reorganization, the successful Candidate either does not commence Engagement or terminates their Engagement within ninety (90) days of commencing employment, and further provided that (i) the Client informs Company in writing of the termination or failure to commence Engagement (Notice of Abandonment) within seven (7) business days of such termination or failure, and (ii) the Client has paid all sums due under the Assignment on or by the due date, then the Client will be entitled to a refund of a percentage of the Introduction Fee in accordance with the following structure

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a. Upto 10 days - 90% of Introduction Fee

b. Upto 20 days - 80% of Introduction Fee

c. Upto 30 days - 70% of Introduction Fee

d. Upto 40 days - 60% of Introduction Fee

e. Upto 50 days - 50% of Introduction Fee

f. Upto 60 days - 40% of Introduction Fee

g. Upto 70 days - 30% of Introduction Fee

h. Upto 80 days - 20% of Introduction Fee

i. Upto 90 days - 10% of Introduction Fee

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(i) In the event that Client or an Affiliate of Client re-engages the Candidate within 12 months of the termination, the full Introduction Fee chargeable under Section 4A of these Terms and Conditions shall become immediately due and payable.

 

(ii) No rebate will be provided where, at the time of the introduction, the Candidates was an employee, contractor or otherwise engaged by or on behalf of the Client or is otherwise in breach of this Agreement.

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L. Employer Rights Period and Unnotified Hires. In the event that Client Engages, during or within 12 months after the expiry or termination of the Contract or within 12 months after an Introduction (Employer Rights Period), a Candidate Introduced to Client by Company to the Position or a position other than the Position (including but not limited to temporary employment placement, placement as an independent contractor, placement as a part-time worker or any capacity whereby the Candidate receives payment for services) , Client shall immediately so notify the Company and pay to Company an Introduction Fee equal to 25% of such Candidate’s anticipated Total First Year Remuneration. . In the event that Client fails to advise the Company of the Engagement of a Candidate within 7 days of the Candidate’s first day of work with Client, a fee shall be due payable from Client in the amount equal to 40% of the anticipated Total First Year's Remuneration of the Candidate) or $25,000, whichever is greater.

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M – Team Move Engagements If the Client Engages a Candidate introduced by the Company (the "First Candidate") and, within 6 months of the First Candidate’s Engagement, Engages one or more additional Candidates (the "Additional Candidates") who are introduced by the First Candidate in connection with the same team, role, or project, the Client shall pay the Company an Introduction Fee for each Additional Candidate. The Introduction Fee for the First Candidate and each Additional Candidate shall be 25% of their respective Total First Year’s Remuneration, as defined in Section 5.A, payable in accordance with Section 5.B. The Client shall notify the Company in writing within seven (7) business days of any Engagement of an Additional Candidate, whether verbal or in writing, including details of their remuneration. Failure to notify the Company as required shall result in an Introduction Fee of 40% of the Additional Candidate’s Total First Year’s Remuneration or $25,000, whichever is greater. This clause applies regardless of whether the Company directly provided the Additional Candidate’s CV or details, provided the Additional Candidate’s Engagement is connected to the First Candidate’s introduction or the Company’s services.

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SECTION 6 – TERMINATION

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A. Mutual Cooperation. Client and Company acknowledge that performance will require the mutual cooperation of the parties, and each of the parties shall assist and cooperate with the other party as reasonably necessary to enable their respective responsibilities and obligations to be performed. Company reserves the right to terminate this agreement for repeated failure of Client to cooperate, provided Company gives 15 days prior written notice to Client of termination.

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B. Termination by Client. Client may terminate the Contract at any time by giving 7 day’s written notice to Company. If Client terminates the Contract after Company has either introduced a candidate to Client or after Company has provided a resume of a candidate to Client and if Client hires or otherwise engages any such candidate to a position with Client within 12 months from the date of termination, then the full fee in accordance with Section 2.A. shall become immediately due and payable.

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C. Consequences of Termination. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after its termination shall remain in full force and effect. Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

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D. Duration. In all events, unless otherwise agreed by the parties, this contract shall have an initial term of one year from the date hereof and, upon each anniversary of such date shall automatically renew for successive one-year periods unless either party provides written notice of non-renewal prior to 30 days before such anniversary and renewal.

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SECTION 7 - TERMINATION OF CANDIDATE

 

If an offer of Engagement has been made to a Candidate either orally or in writing and is subsequently withdrawn after acceptance through no fault of the Candidate, the Client shall be liable to pay the Fee as if there had been an Engagement within the terms hereof.

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SECTION 8 - CONFIDENTIALITY & DATA PROTECTION COMPLIANCE

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A. Confidentiality. Client shall keep in strict confidence any information which is identified as confidential or which is confidential by its nature and has been disclosed to Client by Company, its employees, agents or subcontractors and any other confidential information concerning Company’s business, its products and services which Client may obtain. Client shall only disclose such confidential information to those of its employees, agents or subcontractors who need to know it for the purpose of discharging Client’s obligations under the Contract, and Client shall ensure that such employees, agents and subcontractors comply with the obligations set out in this section 6A as though they were a party to the Contract. Client may also disclose such of Company’s confidential information as is required to be disclosed by law, any government or regulatory authority or by a court of competent jurisdiction. Client shall not use Company’s confidential information for any purpose other than to perform its obligations under this Contract. This section 6A shall survive termination of the Contract.

 

B. Return of Materials. Client shall on demand and on termination of the Contract surrender to Company all materials relating to Company’s confidential information in its or its employees’, agents’ or subcontractors’ possession.

 

C. Data Protection Compliance. (i) Client will process personal data and information provided to it by Company only in accordance with Company’s instructions; (ii) Client will not transmit such data or information to a country or territory outside the USA without Company’s prior express written consent; and (iii) Client will take such technical and organisational measures against unauthorised or unlawful processing of such data and information and against accidental loss or destruction of, or damage to, such data and information as are appropriate to Company as data controller.

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SECTION 9 – LIABILITY

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A. EXCEPT AS PROVIDED IN SECTION 11, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

B. EXCEPT AS PROVIDED IN SECTION 11, IN NO EVENT WILL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THIS AGREEMENT.

C. COMPANY ACCEPTS NO LIABILITY TO THE CLIENT (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, MISTAKE, MISREPRESENTATION OR ANY OTHER ACT OR OMISSION ON THE PART OF COMPANY, ITS SERVANTS, AGENTS OR EMPLOYEES OR OTHERWISE HOWSOEVER FOR ANY LOSS, DAMAGES OR EXPENSE ARISING DIRECTLY OR INDIRECTLY AS A CONSEQUENT OF ANY ACT OR OMISSION (WHETHER NEGLIGENT, DISHONEST, FRAUDULENT OR OTHERWISE) OF ANY CANDIDATE DURING SUCH TIME AS HE OR SHE IS ENGAGED OR OTHERWISE UNDER THE CONTROL OR DIRECTION OF THE CLIENT AND IT SHALL BE EXPRESSLY AGREED AND UNDERSTOOD BETWEEN THE CLIENT AND COMPANY SEARCH THAT: (i) ONLY THE CLIENT IS IN A POSITION TO ASSESS AND/OR INSURE AGAINST RISKS IN RESPECT OF OR DURING OR ARISING OUT OF THE PERIOD FOR WHICH ANY CANDIDATE IS ENGAGED BY THE CLIENT; and, (ii) THE CHARGES MADE BY COMPANY REFLECT ONLY THE SERVICES SUPPLIED AND DO NOT INDICATE ACCEPTANCE OF ANY LIABILITY FOR CANDIDATES.

D. This section 9 shall survive termination of the Contract.

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SECTION 10 – WARRANTIES

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Both Parties warrant that they have the necessary power and approval to enter into the Agreement.

 

A. Both Parties warrant that they are not aware of anything in their reasonable control which will or could have an adverse effect upon their ability to perform their respective obligations under the Agreement.

B. Company shall perform the Search in good faith consistent with executive search industry standards. Company will use reasonable efforts to Introduce to the Client a suitable Candidate for the vacancy which the Client seeks to fill. Company cannot and does not warrant or guarantee to find a suitable Candidate for each or any vacancy. Company acknowledges that it does not have the right to bind the Client to obligations to third parties, including any Candidate.

C. The obligations and benefits under this Agreement may be assigned by either Party provided that the other Party first agrees in writing to said assignment.

D. The failure or delay by either Party to enforce any term of this agreement or to act upon a breach of any term shall not constitute a waiver of their rights.

E. Both Parties warrant that they will not do anything to hinder or adversely affect the execution of the other Parties' duties under the Agreement.

F. Client accepts that the Company is not liable (and agrees to indemnify and hold harmless Company) for any losses arising out of (i) any deception, misrepresentation, fraud or fraudulent statement by the Candidate howsoever made and whether by act, conduct or omission; (ii) any loss howsoever arising caused by the Candidate acting under employment to Client including losses due to negligence or gross-misconduct; and, (iii) any loss caused by the Candidate failing to take up employment as agreed.

G. The parties will cooperate in all matters relating to these terms and conditions, and Client will designate one person as the primary Client contact for Company.

H. These Terms and Conditions shall apply to and be enforceable against all Affiliates of Client to the identical extent and in the identical manner as they are to Client.

I. NO FURTHER WARRANTIES. EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS AND CONDITIONS, COMPANY MAKES NO WARRANTY OF ANY KIND AND ALL OTHER CONDITIONS, WARRANTIES OR OTHER STATEMENTS WHATSOEVER WHETHER EXPRESS OR IMPLIED BY STATUTE OR COMMON LAW OR OTHERWISE HOWSOEVER, WRITTEN OR ORAL ARE HEREBY DISCLAIMED AND EXCLUDED.

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SECTION 11 - INDEMNIFICATION

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Subject to the terms, conditions, express representations and warranties provided in this Agreement, each Party agrees to indemnify, save and hold harmless the other Party from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with such Party’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or intentional misconduct of such Party, provided that:

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(i) The indemnified Party promptly notifies the indemnifying party in writing of the claim;

(ii) The indemnifying Party shall have sole control of the defence and all related settlement negotiations; and

(iii) Each Party shall provide the other Party with the assistance, information and authority necessary to perform obligations under this section. Notwithstanding the foregoing, neither Party shall have a duty to indemnify the other where the damage or loss claimed is due to the negligence, misrepresentation or intentional wrongful conduct of the Party claiming indemnification.

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SECTION 12 – MISCELLANEOUS

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A. Entire Agreement; Amendment. The Contract constitutes the entire agreement between the parties. Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Company which is not set out in the Contract. No variation of the Contract shall be effective unless it is in writing and signed by Company.

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B. Governing Law. This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the State of Delaware, and Company and Client irrevocably agree that the state and federal courts located in the State of Delaware, New Castle County shall have exclusive jurisdiction to settle any such dispute or claim.

 

C. Waiver of Jury Trial. Each party hereto acknowledges and agrees that any controversy which may arise under this agreement is likely to involve complicated and difficult issues, and, therefore, each such party hereby irrevocably and unconditionally waives to the fullest extent permitted by applicable law, any right such party may have to a trial by jury in respect to any action directly or indirectly arising out of, under or in connection with or relating to this agreement or the transactions contemplated by this agreement.

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D. No Third-Party Interest. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

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E. Assignment. Neither party may assign, transfer or delegate any or all of its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.

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F. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

 

G. Attorney Fees. In the event of any suit or other action to enforce or interpret any provision of this Contract (or that is based on this Contract), where the Company prevails in any such suit or action, or portion thereof, Company shall be entitled to recover, in addition to other costs, reasonable attorney fees in connection with the suit or action, and in any appeals. The determination of who is the prevailing party and the amount of reasonable attorney fees to be paid to the Company will be decided by the court or courts, including any appellate courts, as the case may be, in which the matter is tried, heard or decided. Where Client is the prevailing party in any such suit or action or portion thereof, each party shall bear responsibility for payment of their own attorney’s fees.

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Signed and Agreed to as Follows:

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Company

 

Signed for and on behalf of We Are Revolution Ltd

 

Signature ………………………………………………………

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Name Matthew Springham      Date…………………………………..................................

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Business Address: 15 Clarence Road, Southend, Essex, SS1 1AN, United Kingdom

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The Client

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We have read and agree to Company’s terms and conditions of business:

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Signed for and on behalf of XXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

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Signature ……………………………………………………… Name …………………………………………..……………… Date……………………………………………….……….……..

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Registered office address/principal place of business – XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

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