Allgemeine Geschäftsbedingungen

1. Introduction and Acceptance

1.1 These Terms and Conditions ("Terms") govern access to and use of the BrainSource.Network platform (the "Platform"), operated by Brain Source SRL ("BrainSource," "we," "us," or "our").

1.2 By accessing or using the Platform, creating an account, submitting a job brief, or submitting a candidate profile, you ("Client," "Partner," or "User") agree to be bound by these Terms. If you do not agree, you must not use the Platform.

1.3 We may update these Terms from time to time in accordance with Section 14. Continued use of the Platform after an update constitutes acceptance of the revised Terms.

2. Definitions

• "Client" means a company or individual using the Platform to source recruitment services for open roles.
• "Partner" means a freelance recruiter, sales partner, or independent contractor using the Platform to submit candidate profiles or refer business.
• "Candidate" means an individual whose profile is submitted by a Partner in connection with a Client's role.
• "Placement" means the successful hire of a Candidate by a Client, marked by contract signing and Candidate consent.
• "Success Fee" means the fee payable by a Client to BrainSource upon a confirmed Placement, calculated as set out in Section 5.

3. Scope of Services

3.1 BrainSource operates a recruitment marketplace platform connecting Clients with Partners.

3.2 Our role is that of a facilitator. We post roles, collect Candidate profiles, manage feedback between parties, and handle billing. Clients are responsible for hiring decisions and payment; Partners are responsible for sourcing and submitting Candidates.

3.3 BrainSource does not employ Candidates, does not guarantee the accuracy of information provided by Partners or Candidates, and does not act as an employment agency in jurisdictions where such activity would require separate licensing, except where explicitly stated and properly licensed.

3.4 The Platform is intended for business-to-business use. By using the Platform, Clients and Partners each confirm they are acting in the course of business, not as consumers.

4. Client Obligations

4.1 Clients must provide accurate and complete job briefs, including role description, salary range, location, and expected start date, and must promptly notify BrainSource of any material changes.

4.2 Clients must review submitted Candidate profiles and provide feedback within three (3) business days of submission. Delayed feedback may affect Candidate availability and does not extend any guarantee period set out in Section 7.

4.3 Clients must not attempt to bypass the Platform to engage directly with a Candidate or Partner introduced through BrainSource, for a period of twelve (12) months following introduction, without BrainSource's written consent. A direct hire made in circumvention of this clause will be treated as a Placement and invoiced accordingly.

4.4 Clients must pay invoices according to the agreed fee model, set out in Section 5, and within the specified payment terms.

5. Fees and Payment

5.1 Clients may engage BrainSource under one of the following models, as agreed in writing prior to engagement:

• (a) Success Fee Only: A percentage of the Candidate's starting annual base salary, due within fifteen (15) days of the hire date.
• (b) Set-Up Fee Plus Success Fee: A non-refundable engagement fee, or an otherwise agreed amount, payable upfront and credited against the final Success Fee.

5.2 All fees are exclusive of applicable VAT or other taxes unless stated otherwise. Where reverse charge mechanisms apply for cross-border B2B services, invoices will be issued accordingly.

5.3 Late payments may accrue interest at the statutory rate applicable under Romanian commercial law, and BrainSource reserves the right to suspend services for accounts with overdue invoices exceeding thirty (30) days.

5.4 Fee percentages, minimums, and any volume-based adjustments are set out in the applicable engagement agreement or order form and form part of these Terms by reference.

6. Partner Obligations

6.1 Partners must confirm a Placement only after both Candidate consent and contract signing have occurred.

6.2 Partners must submit Candidate profiles exclusively via the role-specific links or channels provided by BrainSource.

6.3 Partners must issue business-to-business invoices in the currency in which the Client pays, including VAT where applicable under Partner's local tax obligations.

6.4 Partners must ensure all information submitted about a Candidate is accurate to the best of their knowledge and has been provided with the Candidate's informed consent.

6.5 Partners are independent contractors, not employees or agents of BrainSource, and are solely responsible for their own tax and regulatory obligations arising from their activity on the Platform.

7. Replacement Guarantee and Fee Adjustment

7.1 Standard guarantee period: thirty (30) days from the Candidate's start date, applicable to all roles unless otherwise agreed.

7.2 If a placed Candidate leaves the role, whether through resignation or termination for cause, within the guarantee period, the responsible Partner must supply a replacement Candidate within one (1) month at no additional fee to the Client.

7.3 Extended guarantee periods of sixty (60) to ninety (90) days may be arranged for senior roles, subject to an additional 2 to 2.5 percentage points on the standard Success Fee, agreed in writing prior to engagement.

7.4 The replacement guarantee does not apply where the Candidate's departure results from a material change in role scope, compensation, or working conditions made by the Client after the Placement, or from circumstances outside the Partner's reasonable control.

8. Confidentiality and Data Protection

8.1 All Client, Partner, and Candidate data shared through the Platform is confidential and must not be disclosed outside the Platform except as necessary to complete a Placement or as required by law.

8.2 Each party agrees to implement reasonable technical and organizational measures to protect the confidentiality of information received through the Platform.

8.3 Full details of how BrainSource collects, uses, and protects personal data are set out in our Privacy Policy, which forms part of these Terms by reference.

9. Intellectual Property

9.1 The Platform, including its design, branding, software, and content, is the property of BrainSource or its licensors and is protected by applicable intellectual property laws.

9.2 Users are granted a limited, non-exclusive, non-transferable license to access and use the Platform solely for its intended business purpose. No other rights are granted.

9.3 Candidate profiles, job briefs, and other content submitted by Users remain the property of the submitting party, who grants BrainSource a license to use, store, and share that content as necessary to operate the Platform and facilitate Placements.

10. Acceptable Use

10.1 Users must not use the Platform to submit false, misleading, or discriminatory job briefs or Candidate information.

10.2 Users must not attempt to circumvent, disable, or interfere with the security or proper functioning of the Platform.

10.3 Users must comply with all applicable employment, anti-discrimination, and data protection laws in connection with their use of the Platform.

10.4 BrainSource reserves the right to suspend or terminate access for any User found in breach of this Section.

11. Limitation of Liability

11.1 BrainSource is a facilitator only. To the maximum extent permitted by law, BrainSource cannot be held liable for:

• Candidate performance, conduct, or suitability once placed;
• Hiring decisions made independently by Clients;
• Data omissions, inaccuracies, or misrepresentations by Partners or Candidates;
• Indirect, incidental, or consequential losses arising from use of the Platform.

11.2 Our total aggregate liability to any User, arising from or in connection with these Terms or use of the Platform, is capped at the total fees paid by that User to BrainSource in the twelve (12) months preceding the event giving rise to the claim.

11.3 Nothing in these Terms limits or excludes liability for fraud, willful misconduct, or any other liability that cannot be limited or excluded under applicable Romanian or EU law.

12. Indemnification

Each User agrees to indemnify and hold BrainSource harmless from any claims, damages, or expenses, including reasonable legal fees, arising from that User's breach of these Terms, violation of applicable law, or misuse of the Platform.

13. Termination

13.1 Either party may terminate their use of the Platform at any time by providing written notice to BrainSource.

13.2 BrainSource may suspend or terminate a User's access immediately in cases of material breach of these Terms, non-payment, fraudulent activity, or conduct that poses a risk to other Users or the integrity of the Platform.

13.3 Obligations relating to confidentiality, payment of accrued fees, intellectual property, and limitation of liability survive termination of a User's access to the Platform.

14. Amendments

BrainSource may amend these Terms from time to time to reflect changes in law, business practice, or Platform functionality. Material changes will be communicated via the Platform or by email where reasonably practicable, and the "Last updated" date at the top of this page will reflect the most recent revision.

15. Force Majeure

Neither party will be liable for any failure or delay in performance under these Terms resulting from circumstances beyond its reasonable control, including but not limited to natural disasters, war, labor disputes, or government action.

16. Dispute Resolution

16.1 Negotiation: In the event of a dispute, the parties agree to negotiate in good faith for a period of thirty (30) days before pursuing further action.

16.2 Mediation: If the dispute remains unresolved following negotiation, the parties will appoint a mediator based in Romania to assist in reaching a resolution.

16.3 Court: As a last resort, unresolved disputes will be submitted to the exclusive jurisdiction of the courts of Satu Mare, Romania.

17. Governing Law

These Terms are governed by and construed in accordance with the laws of Romania, without regard to conflict of law principles.

18. General Provisions

18.1 Entire Agreement: These Terms, together with any applicable engagement agreement or order form and our Privacy Policy, constitute the entire agreement between the parties regarding use of the Platform.

18.2 Severability: If any provision of these Terms is found unenforceable, the remaining provisions will continue in full force and effect.

18.3 No Waiver: Failure by BrainSource to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

18.4 Assignment: Users may not assign or transfer their rights or obligations under these Terms without BrainSource's prior written consent.