General Terms and Conditions

These general terms and conditions (the “GTCs”) apply in connection to the services provided on the online platform “TalentRoom - A Talent Network for Recruiters and Recruiting Agencies” (the “Platform”) operated by TALENTROOM TECH SRL, a Romanian limited liability company, with its registered office located at 91-95 Dristorului Street, block C, floor 9, apartment 907, Sector 3, Bucharest Municipality, registered with the Bucharest Commercial Registry Office under no. J40/17050/2021, having sole registration code 45002842.

Access to and use of the Platform, including any part of it, as well as any services provided through the Platform, are permitted only in accordance with GTCs, as well as the website privacy policy and the cookie policy. All personal data is processed in accordance with the General Data Protection Regulation (GDPR) and other applicable data protection laws. Users must not share or misuse personal data obtained through the Platform and must adhere to all privacy obligations.

1. Definitions

For the purposes of these GTCs:

1. Agency – means that recruitment agency having an active user account on the Platform (https://www.talentroom.com/) or, after the date of these GTCs, opening a user account on the Platform. For the purposes of this definition, a recruitment agency has an active user account if it is legally bound by the general terms and conditions of the Platform and it is able to post an open job position on the Platform.

2. Candidate – means an individual with full legal capacity, allowed to work under his/her applicable legislation, proposed by a Freelance Recruiter to fill in a job position posted by an Agency on the Platform.

3. Client Company – means a person (individual or entity irrespective of its legal form) that has an open job position and has contracted an Agency for identifying a Candidate to fill in that job position.

4. Recruiter – means a person (individual or entity irrespective of its legal form) who has an active account on the Platform which is used to refer a potential Candidate to an open position posted on the Platform by an Agency.

5. Split fee - consists out of two components:

   1. TalentRoom fee of 12%; and

   2. A variable component decided by the Agency for each job posted on the Platform in the form of a split of the success fee to be paid by the Client Company for filling in that open job position. For clarity, the Agency decides for each job posted on the Platform how much of the overall success fee paid by the Client Company for that position they keep and how much they give to the Recruiter.

6. TalentRoom – means Talentroom Tech SRL, a Romanian limited liability company, with its registered office located at 91-95 Dristorului Street, block C, floor 9, apartment 907, Sector 3, Bucharest Municipality, registered with the Bucharest Commercial Registry Office under no. J40/17050/2021, having sole registration code 45002842.

2. Limitations of Use

   1. Use of the Platform is permitted only to individuals with full legal capacity and entities legally authorized to operate, both legally capable of entering into binding agreements.

   2. By using this website, you warrant on behalf of yourself, your users, and other parties you represent that you will not:

      1. Modify, copy, prepare derivative works of, decompile, or reverse engineer any materials and software contained on this website;

      2. Remove any copyright or other proprietary notations from any materials and software on this website;

      3. Transfer the materials to another person or “mirror” the materials on any other server;

      4. Knowingly or negligently use this website or any associated services in a way that abuses or disrupts our networks or any other service TalentRoom provides;

      5. Use this website or its associated services to transmit or publish any harassing, indecent, obscene, fraudulent, or unlawful material;

      6. Use this website or its associated services in violation of any applicable laws or regulations;

      7. Use this website in conjunction with sending unauthorized advertising or spam;

      8. Provide misleading and / or unlawful content;

      9. Harvest, collect, or gather user data without the user’s consent; or

   3. Use this website or its associated services in such a way that may infringe the privacy, intellectual property rights, or other rights of third parties.

3. Intellectual Property

   1. The Platform’s design, software and brand are protected by the applicable intellectual property laws and may not be copied or reused without prior written permission.

   2. The intellectual property in the materials contained on the Platform is owned by or licensed to TalentRoom and is protected by applicable copyright and trademark law.

   3. TalentRoom grants users a limited license to download one copy of the materials for personal, non-commercial transitory use only. This license shall automatically terminate if the user violates any of these GTCs and may also be unilaterally terminated by TalentRoom at any time.

4. User-Generated Content

   1. Users of the Platform may submit, upload, transmit, or otherwise contribute content, including but not limited to job advertisements, candidate profiles, recommendations, feedback, comments, and other materials. Such content is provided voluntarily and remains the sole responsibility of the user who originated it. In this regard, the user retains ownership of all intellectual property rights in content submitted to the Platform.

   2. By submitting user-generated content, users affirm and warrant that they possess all necessary rights, licenses, and permissions to share such content and that it does not infringe upon any third-party intellectual property rights, privacy rights, contractual obligations, or other legal entitlements. Users further agree that all submitted content shall comply with applicable laws and regulations, including those governing employment practices, data protection, anti-discrimination, and consumer protection.

   3. By submitting content, the user grants TalentRoom a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to use, distribute, modify, display, and create derivative works of that content in accordance with the users privacy preferences and the privacy policy.

   4. The license may be terminated by deleting your content or account, except where content has been used in connection with commercial or sponsored material already in circulation.

   5. You grant permission for TalentRoom to use your username and other identifying account information in connection with the Platform’s operation.

   6. TalentRoom reserves the right, but not the obligation, to monitor, review, moderate, and remove user-generated content at its sole discretion. Content may be removed or restricted without prior notice if it is deemed to be unlawful, offensive, misleading, irrelevant, or otherwise in violation of these GTCs. The Platform or TalentRoom shall not be liable for any loss or damage resulting from the removal or alteration of user-generated content.

5. Payment Flow & Regulation

   1. Payment Structure – TalentRoom is not a party to the payment transaction between the Client Company and the Agency. The Agency must submit a valid contract with the Client Company prior to publishing any job role, specifying: (i) the agreed placement fee percentage or the fixed amount, (ii) the payment terms, and (iii) the candidate guarantee period.

   2. Agency Payment Obligation – The Agency shall pay the Split Fee (12% representing TalentRoom’s fee and a variable component representing the Recruiter’s fee) within ten (10) working days, upon receipt of payment from the Client Company.

   3. Agency Self-Reporting – The Agency has the obligation to self-report to TalentRoom, within ten (10) working days, that it has received payment from the Client Company.

   4. Breach of Agency Self-Reporting

      1. If no Candidate has been referred for an open job posted by an Agency and that job position has not been filled in, then it is acknowledged that the Agency does not (i) have to notify TalentRoom in this regard and (ii) owe TalentRoom any Split Fee. TalentRoom has the right to audit the process in accordance with clause 5.7 below.

      2. If a Candidate has been referred for an open job posted by an Agency, that job position has been filled in but the Agency has failed to notify TalentRoom in accordance with clause 5.3 above, then TalentRoom has the right to send a reminding notification to that Agency. With respect to this reminding notification:

         1. If the Agency replies within 10 working days and communicates that:

            1. no Candidates have been referred and that open job position has not been filled in, then TalentRoom has the right to audit the process in accordance with clause 5.7 below;

            2. a Candidate(s) has been referred and that open job position has been filled in, but the Agency unintentionally omitted to self-report in accordance with clause 5.3 above, then TalentRoom grants that Agency a grace period of 10 working days from the date of receipt of the Agency’s reply. If this 10 working days grace period is not respected by the Agency, then TalentRoom shall be entitled to apply the 5% interest to the owed Split Fee in accordance with clause 5.8 below.

         2. If the Agency does not reply within 10 working days, then TalentRoom shall be automatically entitled to receive the Split Fee owed by the Agency, being understood that TalentRoom shall be allowed to resort to any legal measures in this regard and that TalentRoom shall have the right to apply the provisions of clauses 5.6 - 5.9 below accordingly.

   5. No Refunds – All payments made by the Agency to TalentRoom are non-refundable, regardless of whether the Agency issues a refund to the Client Company.

   6. Right to Contact Clients and Candidates – In the event of a dispute, TalentRoom reserves the right to contact the Client Company or Candidates directly to verify placement and payment details.

   7. Audit Rights – TalentRoom may request supporting documentation from the Agency, including contracts, invoices, and payment records, to verify compliance.

   8. Late Payment – Late payments shall incur interest of five percent (5%) per month and may result in suspension or termination of the Agency’s account.

   9. Recruiter Payment – TalentRoom shall pay the Recruiter the variable component within ten (10) working days of receiving the applicable Split Fee from the Agency. No payment will be made to the Recruiter until the Agency has paid TalentRoom in full.

6. Non-Circumvention

   1. In order to preserve the integrity of the recruitment process facilitated through the Platform and to protect the legitimate business interests of the Platform:

      1. Agencies shall not contact or engage with a Recruiter’s Candidate(s) outside the Platform, without the Recruiter’s prior written consent.

      2. Recruiters shall not contact or engage with an Agency’s Client Company outside the Platform without the Agency’s prior written consent.

      3. Agencies and Recruiters shall not circumvent TalentRoom to engage in direct business transactions with each other or with a Client Company introduced through the Platform as long as they have active accounts on the Platform. This interdiction is applicable for any ongoing transactions, as well as future ones. If they wish to collaborate outside the Platform for work-related purposes, they must first close their accounts on the Platform and observe a waiting period of six (6) months following account closure before engaging in any direct professional interaction outside the Platform.

7. Candidate Representation Warranty

   1. The Recruiter represents and warrants that they have obtained the Candidate’s prior consent to submit their information / profile to the Agency and to the Client Company. The Recruiter is solely responsible for any claims arising from a failure to obtain such consent.

8. No Poaching

   1. Agencies and Recruiters shall not solicit, recruit, or otherwise attempt to place a Candidate previously placed through the Platform into a different role for a period of two (2) years from the date of the initial placement.

   2. This restriction applies regardless of whether the Candidate is approached for employment, consultancy, or any other form of professional collaboration. Any attempt to bypass the Platform’s mechanisms to establish direct working relationships with Candidates introduced through the Platform shall be considered a material breach of these GTCs.

   3. TalentRoom reserves the right to investigate suspected violations of this Clause 8 and to take appropriate legal action, including but not limited to suspension of access, termination of accounts, and pursuit of damages.

9. Fee Disputes with Client Companies

   1. The Agency is solely responsible for resolving any disputes regarding fees, refunds, or payment terms with any Client Company. Such disputes shall not affect the Agency’s payment obligations to TalentRoom.

10. Background Checks

    1. The responsibility for conducting background checks, including but not limited to criminal record verification, employment history validation, education confirmation, and reference checks for the Candidates rests solely and exclusively with the Client Company.

    2. While the Agency may offer background check services independently on Candidates, such services are provided outside the scope of the Platform and are not governed by these GTCs.

    3. TalentRoom shall not be held liable for any damages, losses, or claims arising from the use, misuse, or omission of background check information on Candidates, nor shall it be considered a party to any contractual or legal arrangements related to such services.

11. Confidentiality

    1. All information related to Client Companies, Agencies, Recruiters, and Candidates obtained through the Platform shall be treated as strictly confidential. Users shall not disclose such information without written consent, except as required by law.

    2. This obligation of confidentiality applies during the term of the user’s engagement with the Platform and shall survive the termination of such engagement for a period of two (2) years.

    3. Any breach of this Clause 11 shall be considered a material violation of these GTCs and may result in immediate suspension or termination of access to the Platform, as well the right of TalentRoom to resort to legal measures in order to recover any damage incurred.

12. Non-Discrimination & Compliance

    1. Agencies and Recruiters must comply with all applicable labor, employment, and anti-discrimination laws in the jurisdictions where they operate. Discriminatory practices in recruitment or placement activities are strictly prohibited.

13. Taxes & Withholding

    1. Agencies and Recruiters are solely responsible for determining and fulfilling their tax obligations, including any VAT, sales tax, income tax, or social security contributions. TalentRoom shall not and has no responsibility in withholding or remitting taxes on behalf of any user.

14. Indemnification

    1. Agencies and Recruiters shall indemnify, defend, and hold harmless TalentRoom, its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, or expenses arising out of: (i) breach of these GTCs, (ii) placement activities, or (iii) claims from Client Companies, Candidates, or third parties.

15. Limitation of Liability

    1. To the maximum extent permitted by law, TalentRoom shall not be liable for any indirect damages, including but not limited to: (i) failed placements, (ii) lost profits, or (iii) disputes between Agencies, Recruiters, Client Companies or Candidates.

    2. In any event, TalentRoom’s total aggregate liability for any and all claims arising out of or related to the use of the Platform, services, or these GTCs shall be strictly limited to the total amount of service fees actually paid by the user to TalentRoom in the twelve (12) months immediately preceding the event giving rise to the claim.

16. Accuracy of Materials

    1. The materials on our website are for general information only and may not be complete or up-to-date. While TalentRoom endeavours to ensure that such materials are accurate and up-to-date, no representation or warranty is made regarding the completeness, accuracy, reliability, suitability, or availability of any information contained therein..

    2. TalentRoom expressly disclaims any liability for decisions made or actions taken based on the materials provided on the website. It is the responsibility of the user to independently verify any information before acting upon it.

17. Links

    1. The TalentRoom website may contain links to external websites or resources that are not owned, operated, or controlled by TalentRoom.

    2. TalentRoom has not reviewed all of the websites linked to the Platform and assumes no responsibility for the accuracy, legality, or appropriateness of any content, materials, or practices found on external sites. Accessing and using third-party websites is done entirely at the user's own risk, and users are encouraged to review the terms and privacy policies of any external sites they visit.

18. Right to Terminate

    1. TalentRoom reserves the right to suspend, restrict, or terminate a user's access to the Platform at any time, with immediate effect, without notice, in the event of any actual or suspected breach of these GTCs, applicable laws, or any misuse of the Platform.

    2. Such termination shall occur without liability to TalentRoom and may include, but is not limited to, the removal of user content, revocation of access credentials, and deactivation of the account. TalentRoom shall not be required to provide prior warning, justification or any other notice.

19. Severance

    1. If any provision of these GTCs is held invalid or unenforceable, that provision will be severed, and the remainder will remain in effect.

20. Governing Law

    1. These GTCsare governed by and construed in accordance with the laws of Romania.

    2. Any user irrevocably submits to the exclusive jurisdiction of the courts of Romania.