Terms and Conditions

1. Definitions

2. Eligibility and Account Registration

• You must be at least 18 years of age to use the Platform.
• Companies must be legally registered business entities. Personal accounts cannot be used as Company accounts.
• Recommenders may only register via an invitation link issued by a Super Admin. Public self-registration is not permitted for this role.
• You agree to provide accurate, current, and complete information during registration and to keep your account information updated.
• You are responsible for maintaining the confidentiality of your login credentials. RefCred is not liable for losses resulting from unauthorised account access due to your failure to secure your credentials.
• RefCred reserves the right to reject any registration or suspend any account at its sole discretion, including where it suspects fraud or misrepresentation.

3. Platform Access and Acceptable Use

3.1 Public access

Company profiles, job postings, and the Recommender Directory are publicly accessible without login. Any user — registered or not — may browse this content. However, all transactional actions (recommending a candidate, messaging, reviewing, or accessing any dashboard) require a registered and approved account.

3.2 Prohibited conduct

You agree not to:

• Submit false, misleading, or fraudulent information about yourself, your company, or any candidate.
• Submit a CV for a candidate you do not have a genuine, verifiable professional connection with.
• Use the Platform to circumvent another party's data privacy rights.
• Scrape, crawl, or extract data from the Platform by automated means.
• Reverse-engineer, decompile, or attempt to access source code.
• Use the Platform to transmit spam, malware, or any harmful content.
• Impersonate another person, company, or RefCred itself.
• Engage in any conduct intended to manipulate connection scores, reviews, or rankings.
• Use the Platform for any purpose other than legitimate professional hiring and referral.

IMPORTANT: Violation of these rules may result in immediate account suspension, removal of all submitted content, and potential legal action. RefCred reserves the right to report fraudulent activity to relevant authorities.

4. Company Obligations

• Companies must accurately represent their organisation, open roles, and hiring requirements.
• Job postings must relate to genuine, currently open positions. Phantom listings are prohibited.
• The referral fee stated on a job post is a binding offer. Companies must pay the stated fee to the Recommender upon a confirmed hire, within the agreed timeframe.
• Companies must mark hiring outcomes (Hired / Not Hired / Ghosted) within 30 days of the most recent interview. Failure to do so may result in account review.
• Companies must not contact candidates directly outside the Platform during an active recommendation process without the Recommender's knowledge.
• Companies must not attempt to hire a referred candidate for a role other than the one recommended without paying an additional referral fee.
• Companies agree to comply with all applicable employment laws in their jurisdiction, including anti-discrimination legislation.

5. Recommender Obligations

• Recommenders may only submit CVs for candidates with whom they have a genuine, direct professional relationship (same team, same company, ex-colleague, or university connection).
• Recommenders must accurately represent the nature and recency of their relationship with each candidate.
• Recommenders must obtain the candidate's explicit consent before submitting their CV to the Platform.
• Recommenders must not submit the same candidate to an excessive number of roles in a manner that could constitute harassment.
• Recommenders must not fabricate or exaggerate endorsements. Fraudulent submissions will result in permanent account termination.
• Recommenders are responsible for relaying communications from companies to candidates in a timely manner.
• Recommenders must not share their invite link with third parties.
• Earning referral fees is subject to the company confirming a successful hire. RefCred does not guarantee fee payment and is not liable for non-payment by a company.

6. Referral Fees and Payments

6.1 Fee structure

• Referral fees are set by the Company and displayed on each job posting. The fee is binding once a recommendation is submitted against that posting.
• Fees are denominated in the currency selected by the Company (BDT, USD, GBP, EUR, AED, or other supported currencies).
• RefCred may charge a platform service fee. Any platform fee will be clearly disclosed at the time of posting.

6.2 Payment process (MVP)

• In the current MVP phase, referral fees are paid directly by the Company to the Recommender via bKash (Bangladesh) or Stripe (global).
• Platform-held escrow is not available in the MVP. Both parties agree to transact directly and in good faith.
• RefCred facilitates the confirmation of payment but is not a party to the financial transaction between Company and Recommender.

6.3 Disputes

• Fee disputes must be raised via [email protected] within 14 days of the hire confirmation.
• RefCred will review dispute evidence from both parties and issue a non-binding recommendation. Neither party waives their right to pursue legal remedies.
• RefCred is not liable for non-payment of referral fees by a Company.

6.4 Taxes

Each party is responsible for all taxes applicable to amounts received or paid through the Platform. RefCred does not withhold or remit taxes on behalf of any user. Recommenders receiving referral fees are solely responsible for declaring such income to their relevant tax authority.

7. Content and Intellectual Property

7.1 Your content

You retain ownership of all content you submit to the Platform (CVs, job descriptions, endorsements, reviews). By submitting content, you grant RefCred a non-exclusive, worldwide, royalty-free licence to store, process, display, and use that content solely for the purposes of operating and improving the Platform.

7.2 RefCred's intellectual property

All Platform software, design, trademarks, logos, algorithms (including the connection scoring and matching engine), and documentation are the exclusive property of RefCred and are protected by applicable intellectual property laws. You may not reproduce, modify, or distribute any part of the Platform without prior written consent.

7.3 Candidate data

Recommenders confirm that they have the candidate's explicit consent to submit their personal data and CV to the Platform. RefCred processes candidate data as a data processor on behalf of the Recommender for this purpose.

8. Reviews and Ranking

• Reviews may only be submitted after a hiring outcome has been confirmed by both parties.
• Reviews must be honest, factual, and based on the reviewer's genuine experience.
• RefCred reserves the right to remove any review that is defamatory, fraudulent, retaliatory, or in breach of these Terms.
• Platform rankings are computed using an algorithm that includes review scores, hire rates, and connection scores. RefCred may adjust the algorithm at any time.
• Rankings are informational only and do not constitute any guarantee or endorsement by RefCred.

9. Disclaimers and Limitation of Liability

DISCLAIMER: PLEASE READ THIS SECTION CAREFULLY. IT LIMITS REFCRED'S LIABILITY TO YOU.

9.1 No employment relationship

RefCred is a technology platform, not a recruitment agency or employer. We do not employ Recommenders, control hiring decisions, or guarantee that any recommendation will result in a hire or fee payment.

9.2 No warranty

The Platform is provided 'as is' and 'as available' without warranties of any kind, express or implied, including but not limited to fitness for a particular purpose, merchantability, or uninterrupted availability. RefCred does not warrant the accuracy of connection scores, match results, or any user-submitted content.

9.3 Limitation of liability

To the maximum extent permitted by applicable law, RefCred's total liability to you for any claim arising out of or relating to these Terms or your use of the Platform shall not exceed the greater of: (a) the total fees paid by you to RefCred in the 12 months preceding the claim; or (b) USD 100.

RefCred is not liable for: indirect, incidental, special, consequential, or punitive damages; loss of revenue or profits; loss of data; or failure of a Company to pay a referral fee.

9.4 Third-party services

RefCred integrates with third-party services including LinkedIn, Stripe, and bKash. RefCred is not responsible for the availability, accuracy, or conduct of these services. Your use of these services is governed by their own terms and privacy policies.

10. Indemnification

You agree to indemnify, defend, and hold harmless RefCred and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your breach of these Terms.
• Content you submit to the Platform.
• Your violation of any third-party rights, including intellectual property or privacy rights.
• Your failure to obtain candidate consent before submitting their data.
• Any dispute between you and another user of the Platform.

11. Account Suspension and Termination

• Either party may terminate the relationship at any time. Users may close their account by contacting [email protected].
• RefCred may suspend or terminate your account immediately and without notice if you breach these Terms, engage in fraudulent activity, or if required by law.
• Upon termination, your right to access the Platform ceases immediately. Content you have submitted may be retained as required by our data retention policy.
• Outstanding referral fees owed at the time of termination remain payable by the Company to the Recommender.
• RefCred may permanently delete accounts that have been inactive for more than 24 months, following a 30-day notice email.

12. Governing Law and Dispute Resolution

12.1 Governing law

These Terms are governed by and construed in accordance with the laws of Bangladesh, without regard to its conflict of law provisions. For users outside Bangladesh, mandatory consumer protection laws in your jurisdiction may also apply and are not displaced by this clause.

12.2 Dispute resolution

• We encourage users to contact [email protected] first to resolve any dispute informally. We will endeavour to respond within 5 business days.
• If informal resolution fails, disputes shall be submitted to the courts of competent jurisdiction in Dhaka, Bangladesh.
• For users in the European Union: you may also submit complaints to your local consumer dispute resolution body or data protection authority.
• For users in the United Kingdom: you may refer disputes to the relevant UK regulatory authority.
• Nothing in this clause prevents either party from seeking urgent injunctive relief from a court of competent jurisdiction.

13. General Provisions

Entire agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between you and RefCred regarding your use of the Platform.

Severability

If any provision of these Terms is found to be unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will continue in full force.

Waiver

RefCred's failure to enforce any provision of these Terms does not constitute a waiver of its right to do so in the future.

Assignment

You may not assign your rights or obligations under these Terms without RefCred's prior written consent. RefCred may assign its rights to an affiliate or in connection with a business transfer.

Force majeure

RefCred is not liable for delays or failures caused by circumstances beyond its reasonable control, including natural disasters, governmental actions, internet outages, or third-party service failures.

Amendments

RefCred may update these Terms at any time. Material changes will be notified to registered users by email at least 14 days before they take effect. Continued use of the Platform after the effective date constitutes acceptance.

Language

These Terms are written in English. In the event of any conflict between an English version and a translated version, the English version prevails.

14. Contact Us — Legal

For any questions or notices relating to these Terms, please contact us at: