Reso — Recruiter Terms of Service

Version: 1.1
Provider: Moonjoy Studios B.V., registered in the Netherlands, KVK 42136541 ("Reso", "we", "us").

By clicking "I agree" you ("Recruiter", "you") accept these Terms. If you accept on behalf of a company or other legal entity, you confirm you are authorised to bind it. These Terms are intended for business users, not consumers.

1. What Reso is

Reso operates an online platform and marketplace connecting independent recruiters with recruitment assignments from Reso's clients, together with sourcing and workflow tools. Reso owns and manages the client relationship. These Terms govern your account and use of Reso; the details shown for a particular assignment form the assignment-specific terms.

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 at least 18, act in the course of a business or profession, and be legally entitled to provide recruitment services in every place where you work.

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 may publish recruitment assignments ("Briefs") in the marketplace. You are free to claim or decline any Brief.

4.2 Before you claim, Reso will show the recruiter payout, currency, and any assignment-specific conditions. The payout may be a fixed amount or a clearly described calculation. Claiming the Brief records and accepts those terms for that Brief.

4.3 Payouts may differ by Brief and by Recruiter. You are entitled only to the payout shown to you and accepted when you claim. You have no right to a particular percentage of the client fee, to Reso's margin, or to the terms offered to another recruiter.

4.4 Reso may change the terms of an unclaimed Brief. After you claim, Reso will not reduce your recorded payout for that claim unless you expressly accept the change in writing. Reso may increase it without further acceptance.

4.5 When you claim a Brief, you source and submit candidates to Reso in accordance with its requirements and deadline.

4.6 Reso reviews all submissions and decides, acting reasonably, which candidates are presented to the client. Reso manages client interaction, interview coordination, offer, and closing.

4.7 Reso gives no guarantee that a Brief will remain open, produce a placement, or result in any earnings.

4.8 Unless a Brief expressly says otherwise, placements are permanent recruitment: the candidate is engaged directly by the client, and neither Reso nor you employs or payrolls the candidate.

5. Fees and payment

5.1 Platform access. Reso may offer free and paid platform features. Any subscription price, renewal, and cancellation terms will be shown before purchase. Reso will not charge you without your express agreement.

5.2 When a payout is earned. The recorded payout for your claim is earned only when: (a) Reso attributes the successful candidate to your valid submission; (b) the candidate accepts, starts the role, and remains through the applicable guarantee period; (c) Reso receives the corresponding client fee in cleared funds; and (d) you provide a valid invoice if Reso requests one.

5.3 Payment timing. Reso will pay an earned payout within 14 days after the last condition in section 5.2 is met. The displayed payout excludes VAT unless stated otherwise; validly chargeable VAT will be added. You are responsible for your own tax and VAT treatment.

5.4 Attribution. If more than one person introduces the same candidate, or the client already knew the candidate, Reso will determine attribution reasonably using platform timestamps, the candidate's authorisation, the quality and completeness of the submission, and the client's prior records.

5.5 Refunds and clawbacks. If Reso must refund or credit the related client fee because the candidate leaves during the applicable guarantee period or the placement is invalid, the corresponding payout is not earned. If it was already paid, you must repay it within 14 days after Reso provides reasonable supporting details. This does not apply to a refund caused solely by Reso's breach.

5.6 No other compensation. Unless a Brief expressly states otherwise, sourcing time, expenses, and unsuccessful submissions are not separately compensated.

6. Candidate quality and conduct

6.1 Before submitting a candidate, you must have a lawful basis to contact them and their clear, current authorisation to share their information with Reso and represent them for the relevant Brief. You must be able to evidence that authorisation on request.

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 keep candidate information accurate, relevant, and limited to what is needed, and act professionally, fairly, and lawfully in all sourcing activity.

7. Non-circumvention

7.1 During your use of Reso and for 12 months after your last activity on the relevant Brief, you will not directly or indirectly solicit, contact, contract with, or place a candidate outside Reso with a client whose identity you learned through Reso, in connection with that Brief or a substantially related role.

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

7.3 This section does not restrict a relationship you can prove existed independently before Reso disclosed the client, provided you notify Reso promptly and do not use Reso confidential information.

8. Data protection

8.1 You and Reso must each comply with the GDPR/AVG and other applicable privacy and electronic communications laws.

8.2 Unless separately agreed in writing, each party acts as an independent controller for personal data for which it determines the purposes and means of processing. If the law requires a different allocation for a particular activity, the parties will cooperate and document it.

8.3 You may use candidate data only for legitimate recruitment activity, must give required privacy information, respect data-subject rights and objections, keep the data secure, report a suspected breach affecting Reso data without undue delay, and delete data when no longer lawfully needed.

8.4 Reso's Privacy Policy explains its own processing. It is not a substitute for the privacy notice you must provide for your independent recruitment activity.

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

Each party will protect the other's non-public business information and use it only to perform these Terms. You must keep confidential all non-public information about Reso, its clients, Briefs, payouts, commercial arrangements, and candidates. This duty continues after termination and does not cover information that is public without breach, already lawfully known, independently developed, or required to be disclosed by law.

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 You may close your account at any time. Reso may discontinue the platform or terminate these Terms on reasonable notice.

12.2 Reso may suspend or terminate your account immediately for material breach, fraud, unlawful conduct, misuse of data, circumvention, or conduct that creates material risk for Reso, a client, or a candidate.

12.3 Termination does not remove rights or obligations already accrued. A valid payout remains payable if its conditions are later met, unless the placement resulted from your breach. Sections concerning payment, clawback, non-circumvention, confidentiality, data, IP, liability, and disputes survive.

13. Warranties and disclaimer

The platform is provided "as is" and "as available". To the extent permitted by law, Reso disclaims implied warranties and does not warrant uninterrupted availability, a minimum number of Briefs, candidate selection, placement, client payment, or 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 aggregate liability arising from these Terms is limited to the greater of €1,000 and the payouts Reso paid you during the 12 months before the event giving rise to the claim.

14.3 The exclusions and cap do not apply where liability cannot lawfully be limited, including for fraud, wilful misconduct, or death or personal injury caused by negligence.

14.4 You will indemnify Reso against third-party claims, regulatory costs, and reasonable expenses caused by your unlawful sourcing, lack of candidate authorisation, infringement, misuse of confidential information, or material breach of data-protection obligations, except to the extent Reso caused the loss.

15. Changes to these Terms

Reso may update these Terms prospectively. Material changes will be notified and require fresh acceptance before further marketplace access. Each acceptance is recorded by version. A later version does not retrospectively reduce a payout already recorded for a claimed Brief.

16. General

16.1 Neither party is liable for delay caused by events reasonably beyond its control, except for payment obligations already due.

16.2 You may not transfer your account or rights under these Terms without Reso's written consent. Reso may transfer these Terms as part of a reorganisation, financing, merger, or sale of the business.

16.3 If a provision is unenforceable, it will be limited to the minimum extent necessary and the rest remains effective. Failure to enforce a provision is not a waiver.

16.4 These Terms, the accepted Brief terms, and any written agreement expressly incorporated into them form the entire agreement. For a conflict, the accepted Brief terms control only for that Brief's payout and operational details; these Terms control otherwise.

17. Governing law and disputes

These Terms are governed by Dutch law. The parties will first try in good faith to resolve a dispute by contacting each other. If that fails, disputes are subject to the exclusive jurisdiction of the competent court in the district of Reso's registered office in the Netherlands.

18. Notices and acceptance

Notices to Reso may be sent to hello@joinreso.io. Reso may send notices to the email address on your account. By clicking "I agree", you confirm you have read and accept these Terms. Your acceptance is recorded with the version, date, time, IP address, and user agent.

Reso is a trade name of Moonjoy Studios B.V., KVK 42136541. Questions: hello@joinreso.io.