Reso — Recruiter Terms of Service

Version: 1.0
Provider: Moonjoy Studios B.V., registered in the Netherlands, KvK [NUMBER] ("Reso", "we", "us").

By clicking "I agree" you ("Recruiter", "you") accept these Terms. If you accept on behalf of a company, you confirm you are authorised to bind it.

1. What Reso is

Reso operates an online platform and marketplace connecting independent recruiters with recruitment assignments sourced from Reso's clients, together with sourcing and workflow tools. Reso owns and manages all client relationships.

2. Independent status

2.1 You act as a fully independent contractor (zelfstandige / ZZP'er or your own legal entity). Nothing in these Terms creates an employment relationship, agency, partnership, or joint venture between you and Reso.

2.2 You decide whether, when, and how many assignments to claim. There are no minimum hours, no exclusivity, no obligation to accept any assignment, and no obligation to be available.

2.3 You determine your own working methods, hours, location, and tools. You bear your own commercial risk.

2.4 You are responsible for your own taxes, social contributions, insurances, and any registrations required for you to operate as an independent contractor. Reso does not withhold payroll tax or social premiums on your behalf.

2.5 You may work for other clients, platforms, and competitors of Reso at any time.

3. Account and eligibility

3.1 You must provide accurate registration details and keep them current.

3.2 You must be legally entitled to provide recruitment services.

3.3 You are responsible for the security of your account credentials and all activity under your account.

3.4 One account per person or entity unless we agree otherwise in writing.

4. How assignments work

4.1 Reso posts assignments to the marketplace. You may choose to claim an assignment or not.

4.2 When you claim an assignment, you source and submit candidates to Reso.

4.3 Reso reviews all submissions and decides, at its discretion, which candidates are presented to the client. Reso manages all client interaction, interview coordination, offer, and closing.

4.4 Reso gives no guarantee that any assignment will result in a placement, that your candidates will be selected, or that any assignment will remain open.

4.5 Placements are permanent placements only (werving & selectie). The candidate, if hired, is engaged directly by the client. Reso does not employ or payroll candidates, and neither do you.

5. Fees and payment

5.1 Platform access. [If applicable] Access to the platform and tools is provided for [free / a fee of € X per month]. [Delete if free.]

5.2 Placement fee split. Where a candidate you submitted is hired by the client and the placement fee becomes payable to and is actually received by Reso, you are entitled to 40% of the net placement fee for that candidate. Reso retains 60%.

5.3 Trigger and timing. Your share becomes payable only after (a) the candidate accepts the client's offer, (b) any guarantee/clawback period defined in the client agreement has passed, and (c) Reso has received cleared payment from the client. Reso will pay your share within [X] days of that point.

5.4 Invoicing / VAT. You will issue Reso a valid invoice for your share, including BTW where applicable. You are responsible for your own VAT treatment.

5.5 Clawback. If the client withholds, disputes, refunds, or reclaims a placement fee (e.g. candidate leaves within a guarantee period, client insolvency, dispute), your corresponding share is not owed, and if already paid, is repayable to Reso within [X] days.

5.6 No other compensation. You are not entitled to any payment for sourcing effort, time, or submissions that do not result in a completed, paid placement.

6. Candidate quality and conduct

6.1 You warrant that candidates you submit have genuinely consented to being represented, that their information is accurate to your knowledge, and that you have a lawful basis to share their data.

6.2 You will not submit candidates you are simultaneously representing to the same client through another channel, or candidates already in the client's process, where known.

6.3 You will not misrepresent candidates, fabricate information, or engage in fraudulent sourcing.

6.4 You will act professionally and lawfully in all sourcing activity.

7. Non-circumvention

7.1 You will not, during your use of Reso and for [12] months after, directly or indirectly solicit, contact, or transact with a Reso client you became aware of through the platform, or place a candidate with that client outside Reso, in relation to an assignment you accessed via Reso.

7.2 You will not attempt to identify or bypass Reso to deal directly with a client for a Reso-originated assignment.

8. Data protection

8.1 You and Reso each comply with the GDPR/AVG.

8.2 Reso acts as controller for candidate data processed through the platform for the purpose of fulfilling client assignments. You act as [an independent controller / processor — confirm with counsel] for data you collect during sourcing.

8.3 You will only process candidate data for the purpose of the relevant assignment, will keep it secure, and will not retain or reuse it outside the platform beyond what the law permits.

8.4 A separate Data Processing Agreement / data terms [link] forms part of these Terms.

9. Intellectual property

9.1 Reso owns all rights in the platform, tools, marketplace, and its content. You receive a limited, non-exclusive, revocable licence to use them for the purpose of these Terms.

9.2 You will not copy, scrape, reverse-engineer, resell, or build a competing product from the platform.

9.3 Client lists, assignment details, and candidate pipelines accessed via Reso are Reso's confidential information.

10. Confidentiality

You will keep confidential all non-public information about Reso, its clients, assignments, fees, and candidates, during and after your use of the platform.

11. Acceptable use

You will not misuse the platform, introduce malware, attempt unauthorised access, overload systems, or use the platform for any unlawful purpose.

12. Suspension and termination

12.1 Either party may stop using / providing the platform at any time.

12.2 Reso may suspend or terminate your account immediately for breach of these Terms, fraud, or conduct that risks Reso or its clients.

12.3 Sections that by nature survive (fees already earned, clawback, non-circumvention, confidentiality, data, IP, liability) continue after termination.

13. Warranties and disclaimer

The platform is provided "as is". Reso does not warrant uninterrupted availability, a supply of assignments, or any earnings.

14. Liability

14.1 Reso is not liable for indirect or consequential loss, or for lost profits, lost assignments, or lost earnings.

14.2 To the extent permitted by law, Reso's total liability to you is capped at the placement fees actually paid to you by Reso in the [6] months before the event giving rise to liability.

14.3 You indemnify Reso against claims arising from your breach of these Terms, your sourcing conduct, or your handling of candidate data.

15. Changes to these Terms

Reso may update these Terms. Material changes will be notified, and continued use after the effective date constitutes acceptance. Each version is logged with your acceptance.

16. Governing law and jurisdiction

These Terms are governed by Dutch law. Disputes are subject to the exclusive jurisdiction of the competent court in [Amsterdam], the Netherlands.

17. Acceptance

By clicking "I agree", you confirm you have read and accept these Terms. Your acceptance is recorded with the version number, date, time, and IP address.

Placeholders in brackets must be completed. Sections 2, 5, 8, and 14 should be reviewed by Dutch counsel before go-live. See also our Privacy Policy.