Version 2026-10-v2 · Last updated: October 29, 2026
This Client Agreement (the "Agreement") is between Belal Ahmed, doing business as Cohera AI, a sole proprietorship registered in British Columbia, Canada ("Cohera," "we," "us," or "our") and the organisation that Unlocks a Role (as defined in Section 2) on the Cohera platform (the "Customer," "you," or "your"). It sets out the fees and commercial terms for Cohera's recruiting services.
1. Parties and acceptance
1.1 You accept this Agreement when a user authorised to act for your organisation pays the Activation Fee for a Role, or otherwise Unlocks a Role, in the Cohera platform. The platform records who accepted, the version of this Agreement accepted, the date and time, and — where a payment was made — the Stripe Checkout session and payment references. That record is evidence of your acceptance.
1.2 The user who Unlocks a Role represents that they have authority to bind the Customer to this Agreement.
1.3 This Agreement supplements the Cohera Terms of Service. Section 14 of the Terms of Service (Fees and Payment) defers fee specifics to a separate agreement; this Agreement is that separate agreement. If this Agreement and the Terms of Service conflict on any matter this Agreement addresses — including fees, attribution, replacement searches, candidate data, warranties, liability and governing law — this Agreement governs as between Cohera and the Customer. On every other matter, the Terms of Service govern.
2. Definitions
"Affiliate" means any entity that controls, is controlled by, or is under common control with the Customer, where control means owning more than fifty percent (50%) of the voting interests or otherwise having the power to direct management.
"Introduction" means Cohera first surfacing a candidate's profile to the Customer for a Role, whether in the unlocked candidate list, a shortlist, an interview, or otherwise, as timestamped in the platform. A candidate whose profile the Customer itself adds to a Role (for example by pasting a LinkedIn profile URL into the Add candidates dialog) is Introduced when Cohera first surfaces that candidate's scored profile to the Customer for the Role: Cohera evaluates, schedules and interviews such candidates in the same way as candidates it sources, and the Placement Fee applies to them in the same way. The platform records how each candidate entered a Role. "Introduce" and "Introduced" have corresponding meanings.
"Attributed Candidate" means a candidate Introduced by Cohera, for the duration of the attribution window in Section 4.1, subject to the carve-out in Section 4.3.
"First-Year Base Salary" means the annualised base salary (or, for a contractor, the annualised fees) agreed with an Attributed Candidate for their first twelve months of engagement. It excludes bonuses, equity, commissions, benefits and allowances.
"Order Form" means a written order form for one or more Roles, signed by Cohera and the Customer, that refers to this Agreement.
"Role" means a position the Customer publishes on the Cohera platform.
"Unlock" means the Customer's action of unlocking a Role's matched candidates in the platform after the free search preview, whether by paying the Activation Fee or under a pricing override that sets the Activation Fee to $0.
"Activation Fee" and "Placement Fee" have the meanings given in Section 3.
3. Fees
3.1 Activation Fee. The Activation Fee is USD $1,500 per Role. It is payable at Unlock, is collected through Stripe Checkout, and is not contingent on a hire. The Activation Fee is fully credited against the Placement Fee for the same Role.
3.2 Pricing overrides. Cohera may waive or reduce the Activation Fee, the Placement Fee rate or the minimum Placement Fee for a particular Customer, for example under a founding-customer Order Form. Any such variation is recorded as a pricing override on the Customer's billing record in the platform before the Unlock it applies to, and a recorded override prevails over the corresponding figure in this Section 3 for the Roles and hires it covers. Where an override sets the Activation Fee to $0, no Activation Fee is charged at Unlock and no credit arises under Section 3.1. Every term of this Agreement that the override does not vary applies unchanged.
3.3 Placement Fee. If an Attributed Candidate is hired or engaged as described in Section 4.2, the Customer will pay a Placement Fee of 8% of the Attributed Candidate's First-Year Base Salary, subject to a minimum Placement Fee of USD $7,500.
3.4 Balance and invoicing. Cohera will invoice the Placement Fee, less any Activation Fee credited for that Role, on the Attributed Candidate's start date. Invoices are due fifteen (15) days from the invoice date.
3.5 Currency and taxes. All fees are in United States dollars and are exclusive of applicable taxes, which the Customer will pay in addition, except taxes on Cohera's income.
3.6 Order Forms and what is shown at Unlock. The Activation Fee and the Placement Fee rate in effect for a Role are shown to the Customer at Unlock. Cohera confirms any override of the minimum Placement Fee to the Customer in writing (for example in an Order Form) before the first Unlock to which it applies. Where an Order Form states fees or other commercial terms for a Role, the Order Form prevails over this Section 3 and over any recorded override for that Role.
3.7 Late payment. Cohera may suspend the Customer's access to the platform while any undisputed invoice is more than fifteen (15) days overdue. Cohera does not charge interest on overdue amounts.
4. Attribution and circumvention
4.1 Attribution window. A candidate remains an Attributed Candidate for six (6) months from the date of their Introduction.
4.2 Any-role protection. The Placement Fee is payable if, within the attribution window, an Attributed Candidate is hired or engaged by the Customer or by any Affiliate of the Customer, for the original Role or any other position, as an employee or as a contractor, and whether the hire is made directly, through another agency, or otherwise.
4.3 Pre-existing candidates. If the Customer already had an active hiring process with a candidate when Cohera Introduced them, the Customer may notify Cohera within five (5) business days of the Introduction and provide timestamped evidence of that active process (for example, a scheduled or completed interview, or an outstanding offer, dated before the Introduction). A résumé or profile merely stored in the Customer's applicant tracking system does not qualify. On receipt of qualifying evidence, that candidate is not an Attributed Candidate for that Role.
4.4 No sharing of candidate information. The Customer will not share, forward or disclose candidate information obtained through Cohera to any person outside the Customer — including Affiliates and other recruiting providers — without Cohera's prior written consent, and will use it only to evaluate candidates for its own Roles.
4.5 Status reporting. The Customer will promptly inform Cohera of interviews, offers, hires, contractor engagements and start dates involving Attributed Candidates, and will confirm the First-Year Base Salary agreed with any Attributed Candidate it hires or engages.
4.6 Audit right. If Cohera has reasonable grounds to believe a Placement Fee is payable and disputed, Cohera may request, and the Customer will provide within ten (10) business days, reasonable hiring records relating specifically to the Attributed Candidate concerned. Cohera will keep those records confidential and use them only to resolve the dispute.
4.7 Indirect or circumvented hires. If an Attributed Candidate is hired or engaged in a manner described in Section 4.2 without the Customer reporting it, the ordinary Placement Fee under Section 3 becomes payable on the date Cohera becomes aware of the hire or engagement, with no additional multiplier or penalty.
5. Replacement search
5.1 If an Attributed Candidate placed with the Customer resigns, or is terminated for cause or for performance, within ninety (90) days of their start date, Cohera will conduct one replacement search for the same Role at no additional Activation Fee or Placement Fee, provided the Customer has paid all fees due for that placement.
5.2 The replacement search is not available where the employment or engagement ended because of a layoff, role elimination or restructuring; a material change to the Role or its compensation after the candidate accepted; or the Customer's failure to pay amounts due under this Agreement.
5.3 The replacement search is the Customer's sole remedy for an early departure. Fees already paid are not refunded.
6. Optional exclusivity
6.1 Where the Customer has selected exclusivity for a Role in an Order Form, the Customer will not engage any other external recruiting agency for that Role for thirty (30) days from the date the Role's search is launched on Cohera. This exclusivity does not restrict the Customer's own direct sourcing or inbound applications.
6.2 Exclusivity applies only if selected in an Order Form. Nothing in this Agreement implies exclusivity otherwise.
7. Customer responsibilities and compliance
7.1 Hiring decisions. The Customer makes every decision about whom to interview, advance, reject, hire or engage. Cohera's AI-assisted scoring, evaluations and recommendations are inputs to the Customer's decision and do not replace it. Where the Customer turns on Autopilot for a Role, the Customer instructs Cohera to contact, on the Customer's behalf and in its name, the highest-ranked candidates for that Role who meet the match threshold shown when Autopilot is turned on, up to the weekly number of candidates the Customer sets for the Role: to email them to ask whether they are interested, to send one reminder when they do not answer, to answer their questions about the Role from the information the Customer provided where Cohera's AI can do so with confidence (and otherwise to hold the question for the Customer), to invite those who are interested to the Role's first interview round, and to load further candidate pages for the Role where its sourcing allows. The Customer remains responsible for those messages and may turn Autopilot off at any time, which stops further messages.
7.2 Employment law. The Customer will comply with all employment, anti-discrimination, pay-transparency, background-check and immigration laws that apply to its Roles and hiring processes.
7.3 AI-hiring notices and consents. The Customer is responsible for providing any notices to, and obtaining any consents from, candidates that the laws of its jurisdictions require for the use of automated or AI-assisted hiring tools, beyond the notices Cohera itself provides in the candidate interview flow (see How the AI Interview Works).
7.4 Accommodation requests. Where a candidate asks Cohera for an accommodation in an interview or assessment, Cohera will forward the request to the Customer. The Customer will respond to and decide the request in accordance with the accessibility and human-rights laws that apply to it.
7.5 New York City. Until Cohera publishes a bias audit of its automated employment decision tools that satisfies New York City Local Law 144 of 2021, the Customer will not use Cohera for positions located in New York City or to evaluate candidates who reside in New York City.
7.6 Customer-supplied repositories. Where the Customer uploads, or links to, a code repository for Cohera to turn into an assessment:
(a) The Customer keeps ownership of the repository. It grants Cohera a non-exclusive, royalty-free licence, for as long as the Customer uses the assessment and until the repository is deleted under section 9 of the Data Processing Addendum, to copy, adapt and run the repository in order to create the assessment, to let candidates view and work on it in the Customer's assessments, and to process it through the subprocessors listed for those purposes. Cohera uses the assessment made from the repository only for the Customer's own Roles.
(b) The Customer represents that it has the rights needed to grant that licence, including under any third-party or open-source licences that apply to the repository, and that the repository contains no personal information, credentials or secrets.
(c) Candidates who take the assessment will see the code. Cohera tells each candidate, before the assessment starts, that the task is confidential and must not be copied, shared or published, but candidates do not sign a confidentiality agreement with the Customer and Cohera does not guarantee that they comply. Cohera recommends a sanitised or purpose-built repository rather than production code.
(d) Cohera scans each repository for credentials and secrets before converting it and stops the conversion if it finds any. The scan is a safeguard, not a guarantee, and does not transfer the Customer's responsibility under paragraph (b) to Cohera. Cohera may decline or remove an assessment made from a repository in which it finds credentials, secrets or personal information.
(e) Work a candidate produces in an assessment is used only to evaluate that candidate for the Customer's Role. This Agreement gives the Customer no other right to it.
8. Candidate data and privacy
8.1 Cohera collects and processes candidate personal information as described in its Privacy Policy. The Customer will use candidate personal information received through Cohera only for evaluating candidates for its own Roles and in accordance with applicable privacy law.
8.2 The Data Processing Addendum, in the version published when the Role is Unlocked, and the subprocessor list form part of this Agreement and govern Cohera's processing of personal information on the Customer's behalf.
8.3 Neither party will sell or share (as those terms are defined in the California Consumer Privacy Act) candidate personal information obtained through Cohera, or disclose it to a third party for that third party's own purposes. This Section 8.3 does not restrict Cohera's matching of the sourcing pool it holds as controller to other Customers' Roles, as described in section 1 of the Data Processing Addendum and in the Privacy Policy.
9. Term and termination
9.1 This Agreement applies to each Role from its Unlock until the later of: the date the Customer closes the Role in the platform; and six (6) months after the last Introduction made for that Role.
9.2 Either party may stop launching new Roles at any time. Ending use of the platform does not affect fees already accrued.
9.3 Sections 3 (Fees), 4 (Attribution and circumvention), 5 (Replacement search), 8 (Candidate data and privacy), 10 (Warranties and liability), 11 (Governing law) and the confidentiality obligations of the Terms of Service survive the end of this Agreement for as long as they have effect, including for any Attributed Candidate whose attribution window or replacement period is still running when the Agreement ends.
10. Warranties and liability
10.1 Cohera will provide the services with reasonable skill and care as described in the platform and this Agreement.
10.2 Cohera does not guarantee that any Role will result in a hire, that any number of candidates will be surfaced, or that any candidate will accept an interview or an offer. Except as expressly stated in this Agreement, the services are provided without any other warranty, and the disclaimers in the Terms of Service apply.
10.3 Neither party is liable to the other for indirect, incidental, consequential, special or punitive damages, or for lost profits, revenue or business opportunity, however arising, even if advised of the possibility.
10.4 Each party's total liability arising out of or relating to this Agreement is limited to the fees paid or payable by the Customer under this Agreement in the twelve (12) months before the event giving rise to the claim. This limit does not apply to the Customer's obligation to pay fees, to either party's breach of Section 4.4 or Section 8, or to liability that cannot be limited by law. As between Cohera and the Customer, this Section 10 applies in place of Section 25 of the Terms of Service.
11. Governing law
11.1 This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable in that province, without regard to conflict-of-law principles.
11.2 The courts of British Columbia have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each party submits to that jurisdiction.
12. Changes to this Agreement
12.1 Cohera may publish a new version of this Agreement from time to time. Each version carries a version identifier; this version is 2026-10-v2.
12.2 The version in effect when a Role is Unlocked governs that Role for its full term under Section 9, regardless of later versions. A new version applies only to Roles Unlocked after it is published.
13. Contact
Questions about this Agreement or an invoice: support@coheraai.com, or write to Belal Ahmed, doing business as Cohera AI, 9088 Halston Court, Burnaby, BC V3N 0A7, Canada.