New Ecosystem Coming November 2025

1. About RecXchange

RecXchange is a recruiter-to-recruiter collaboration platform operated by RecXchange Portal LLC, a licensed company based in Dubai, UAE (Trade Licence No: 1508955). The platform enables verified independent recruiters to connect, collaborate on vacancies, share candidates, and enter into split-fee arrangements. RecXchange provides the digital infrastructure to support this collaboration, but is not a party to any recruitment transaction or split-fee deal between Members unless explicitly stated (for example, if using our escrow service as described in Section 5). RecXchange is not a recruitment agency or employer; each Member remains an independent entity. Nothing in these terms creates any partnership, joint venture, or employment relationship between RecXchange and any Member.

2. Definitions

For clarity in these Terms & Conditions, we use the following definitions:

• RecXchange: Refers to RecXchange Portal LLC and the services/platform it operates.

• Member: Any individual recruiter, agency, or firm that has been approved and granted access to use the RecXchange platform.

• Split Fee Agreement: A formal written contract between Members outlining the terms of a shared placement (split-fee) deal, signed by both parties.

• Client: The end employer or hiring company for which a role is being filled.

• Candidate: An individual candidate being considered or submitted for a potential role.

• Platform: The RecXchange digital environment (website and/or app) used by Members for communication, deal-making, and collaboration.

(Throughout these terms, “you” or “Member” refers to any user of the platform who meets the above definition of Member, and “RecXchange” may be referred to as “we,” “us,” or “our.”)

3. Platform Access & Use

RecXchange’s platform is provided exclusively for professional recruitment collaboration. By accessing or using the Platform, Members agree to the following rules of use:

• Authorized Use Only: The Platform is for verified recruitment professionals. You must provide accurate, truthful information during signup and keep your profile information up-to-date. Only approved Members may access the Platform; account sharing or transfer is not allowed.

• Legal Compliance: Members must comply with all applicable laws and regulations governing recruitment and data use. This includes, for example, any local licensing requirements and data protection laws (e.g. UK GDPR, EU GDPR, etc.). If you operate in the UK, you are responsible for complying with the Conduct of Employment Agencies and Employment Businesses Regulations 2003 and any other relevant regulations.

• Genuine Roles & Candidates: Only share legitimate job vacancies and candidate profiles that you are authorized to represent. Do not post fake or speculative roles, and do not submit any candidate’s information unless you have the right to represent that candidate for the opportunity (and their consent, per Section 7).

• Prohibited Conduct: Misuse of the Platform is strictly forbidden. “Misuse” includes activities such as: scraping or harvesting data from the platform; spamming or sending unsolicited bulk communications to other Members; harassing or abusing other Members; making false representations or posting misleading information; and any form of poaching or unauthorized outreach to candidates or clients that another Member introduced (see Section 6 for non-circumvention obligations).

• Integrity and Fair Dealing: All interactions on RecXchange should be professional and in good faith. You must not attempt to circumvent the platform’s processes or protections. You also must not promote external services or engage in any activity that conflicts with the collaborative spirit of RecXchange.

• Consequences of Misuse: Violation of any Platform use rule may result in immediate suspension or termination of your account (see Section 10). RecXchange reserves the right to remove any content that violates these terms or is deemed harmful to the community. Serious violations (such as fraud or unlawful activity) may result in legal action.

4. Split Fee Agreements (Mandatory for Collaborations)

To ensure clarity and protection for all parties, every collaboration between Members facilitated by RecXchange must be formalized through a written Split Fee Agreement. Before any candidate submissions or work begins on a shared role, the Members involved are required to have a signed agreement in place covering the key terms of their split fee arrangement.

Required Contents of the Split Fee Agreement: At a minimum, the agreement between collaborating Members must include:

• Fee Split: The agreed split of the placement fee (percentage division or a specific fixed amount to each party).

• Payment Terms: Clear terms on how and when the fee will be invoiced and paid. This should include what event triggers an invoice (e.g. candidate start date or client payment), the payment due period (e.g. within 30 days of invoice), and the process for any disputes or non-payment.

• Candidate Ownership & Deal Protection: Clauses specifying which Member “owns” the candidate submission for the purpose of the deal, and any protection periods or exclusivity for that candidate regarding the client or role. Include any fall-off guarantees or replacement candidate terms if the placed candidate leaves (i.e., how a refund or replacement is handled).

• Placement Start Date & Invoicing Window: The candidate’s start date (or expected start date) and any agreed timing for invoicing. For example, note when the fee will be invoiced and any waiting period (such as after a candidate passes a probation period, if applicable).

• Signatures: Signatures or explicit acceptance from both participating Members. This can be an electronic signature, click-acceptance via the platform, or a physical signature on a PDF — as long as there is verifiable assent from both sides.

Process: RecXchange provides tools to facilitate creating or uploading a Split Fee Agreement. Members may use RecXchange’s standard agreement template or upload their own contract, but in all cases the agreement must be uploaded to (or created on) the Platform before any collaboration begins. If an agreement is not on file in the platform for a given collaboration, RecXchange will not provide support in the event of a dispute between the Members for that deal. Always ensure your Split Fee Agreement is finalized and stored on the platform prior to sharing candidates or client information.

Please note: RecXchange is not a party to Split Fee Agreements between Members. The contract is solely between the recruiters involved. RecXchange’s role is limited to providing the platform to connect and help manage the process (and an optional escrow service described in Section 5). It is the responsibility of the Members to honor their agreement and enforce its terms. Each party remains legally and financially responsible for their own obligations and behavior under any Split Fee Agreement they enter.

5. Escrow, Fee Security & Dispute Resolution

RecXchange is committed to fostering secure and fair collaborations. To that end, we are introducing an Escrow Protection service (currently in development) and offering guidance for dispute resolution.

• Escrow Service (Optional; In Development): RecXchange’s escrow feature, once available, will allow Members to secure their split fee payments through the platform. Under this service, the agreed fee (or the splitting portion of the fee) can be held securely by a neutral third party (for example, in a designated escrow account) until the placement is successfully completed and confirmed by both parties. The mechanism is as follows: one or both Members will deposit the agreed fee (or the payee’s portion of the fee) into the escrow account at the start of the collaboration or once the candidate is accepted. Those funds will be held in trust. When the candidate’s placement is confirmed (e.g. the candidate starts employment and any agreed guarantee period is satisfied), the funds are released to the entitled Member(s) as per the split agreement. This provides peace of mind — the introducing recruiter knows their fee share is secured up front, and the job-owning recruiter knows funds will only be released when the placement is real. In the event the placement falls through or the conditions of the Split Fee Agreement are not met, the funds in escrow can be returned to the appropriate party or held pending dispute resolution. (Detailed instructions on how to use the escrow service will be provided within the platform once this feature is live.)

• No Liability Without Escrow: Use of the escrow service is optional but strongly recommended for fee protection. If Members choose not to use RecXchange’s escrow, RecXchange assumes no responsibility or liability for any payment disputes, non-payment, or fee collection issues between the parties. In other words, if you decide to handle payments directly between yourselves, you do so at your own risk. RecXchange will not be liable for chasing payments or compensating any party for unpaid fees. The escrow service is provided to mitigate this risk; without it, any fee-sharing arrangement and payment must be managed and enforced by the Members involved alone.

• Dispute Resolution Support: While RecXchange is not a party to deals and is not an arbitrator, we do offer limited support to help Members resolve disputes arising from collaborations on the platform:

• Platform Mediation (Non-Binding): In case of a disagreement (for example, a dispute over candidate ownership, a fee not being paid on time, or any breach of the Split Fee Agreement), either Member can reach out to RecXchange support for assistance. RecXchange may, at our discretion, act as an impartial facilitator by opening a dialogue with both parties, reviewing the communications on the platform, and suggesting possible resolutions. This mediation is informal and non-binding – we cannot compel either side to a solution, but we aim to help clarify misunderstandings and encourage a fair outcome.

• Eligibility for Dispute Support: In order to qualify for RecXchange’s support in a dispute (including the mediation described above), the collaborating Members must have a signed Split Fee Agreement uploaded on the platform (Section 4). Additionally, the key interactions should have occurred via the platform (e.g. the introduction of the candidate or the sharing of the job opportunity was done through RecXchange, and you have communication logs to demonstrate this). These measures ensure that there is a clear record of what was agreed and shared. If no agreement was on file or if the collaboration happened off-platform, RecXchange is unable to assist.

• Dispute Administration Fee: Any Member initiating a dispute through RecXchange support will be required to pay an administration fee of 100 RecX Tokens. This fee will be added to the total number of tokens being disputed. If the claimant is successful in their appeal, the 100 RecX Tokens will be returned. However, if the claimant loses their appeal, the fee will be forfeited and retained by RecXchange.

• Escrow Disputes: If the escrow service was used and a dispute arises (for example, one party claims the placement conditions were not met), RecXchange will continue to hold the funds in escrow until the dispute is resolved. We will encourage the parties to reach a mutual resolution. The funds will only be released from escrow upon either (a) joint written instructions/consent by both Members on how to disburse the funds, or (b) a binding decision through arbitration or court order (see below) dictating how the funds should be released. RecXchange will not unilaterally decide escrow outcomes – it acts according to the agreement of the parties or formal legal outcomes.

• International Arbitration (for Cross-Border Disputes): If a dispute between Members cannot be resolved through mutual agreement or our informal mediation, and the Members are in different countries (especially if one or both are located outside the UK), the parties agree to attempt resolution through international arbitration before resorting to local court litigation. Specifically, both Members agree that, prior to any legal proceedings in a local jurisdiction, they will seek to resolve their dispute by arbitration administered by the London Court of International Arbitration (LCIA) in London, under the LCIA’s rules. This arbitration process is intended to provide a neutral forum and a binding resolution that both parties must abide by. (If both parties prefer an alternative arbitration body or location, they may mutually agree in writing to modify this requirement.) Engaging in arbitration does not waive any rights to later pursue legal action, but it is meant to be a first step in resolving complex international disputes.

Please note that RecXchange’s involvement in disputes is limited to the support described above. We do not actively enforce Split Fee Agreements or arbitrate disputes ourselves. Ultimately, if informal resolution fails, Members may need to seek formal legal remedies (arbitration or court) as outlined. If you do obtain a judgment or award against another Member, RecXchange will comply with lawful orders (for example, releasing escrow funds per a court order, or providing available evidence of platform communications if properly required by law).

6. Non-Circumvention & Poaching Prohibition

Trust and fairness are core to RecXchange’s community. To protect Members from bad actors and to ensure everyone is rewarded for their contributions, all Members agree to the following non-circumvention rules:

• No Bypassing Introductions: If one Member introduces a Candidate, Client, or job Opportunity to another Member through RecXchange, the receiving Member shall not directly or indirectly approach, solicit, or conduct recruitment business with that Candidate, Client, or regarding that Opportunity without the introducing Member’s prior written consent. This restriction applies for a period of 24 months from the date of the initial introduction via the platform. In practical terms: do not “go around” the other recruiter. For example, you may not save a candidate’s CV from a split deal and then later attempt to place that candidate on your own, or contact a client that another recruiter shared with you, for two years after the introduction, unless you have permission from the original introducer.

• Consequences of Breach: A violation of this non-circumvention clause is considered a serious breach of these Terms and of the trust within our network. If a Member is found to have circumvented another:

• The breaching Member will be liable to pay 100% of any fee or compensation gained from the placement or opportunity that was circumvented to the aggrieved Member (as a form of liquidated damages and/or restitution). By using RecXchange, you agree that this 100% fee clawback is a fair and reasonable remedy to compensate the wronged party in lieu of the split fee they should have earned.

• The breaching Member may also be subject to legal action by the aggrieved Member to enforce the above payment or seek additional damages if warranted.

• Independently of the above, RecXchange will impose a permanent platform ban on any Member who is confirmed to have engaged in such poaching or circumvention. We take this rule very seriously: breaching this trust undermines the entire premise of the platform, and we will not hesitate to remove offenders.

• Direct End Client Engagement – Restriction & Penalty

• Recruiters are strictly prohibited from directly contacting, soliciting, or attempting to engage with any Direct End Client introduced via the RecXchange platform, whether during an active collaboration or after an introduction.

• If a Recruiter breaches this clause, they will: (a) Be subject to immediate termination from the RecXchange platform; (b) Incur a mandatory loss-of-earnings penalty equivalent to 100% of the full placement fee that would have been due to RecXchange had the placement been executed via the platform.

• This penalty is payable directly to RecXchange within 14 days of breach notification.

• Any such breach shall be deemed a material violation of these Terms and may result in legal proceedings to recover damages and losses incurred.

• Members acknowledge and agree that RecXchange maintains separate contractual agreements with all Direct End Clients that prohibit unauthorized recruiter engagement. Any breach by a Member that causes or enables a breach of those client agreements shall be treated as a direct breach of these Terms, triggering full enforcement and damages as outlined herein.

RecXchange reserves the right to enforce Section 6 protections against any party—Member or Client—who causes, enables, or benefits from circumvention or direct engagement, whether initiated by the recruiter or the client.

Summary – Legal Standing and Strict Enforcement
All Members must observe the strict non-circumvention and non-solicitation obligations set out herein. Any Candidate, Client, or End Client introduced through RecXchange remains the proprietary relationship of the introducing Member for a minimum of 24 months.

Unpermitted direct engagement—whether during or following a collaboration—constitutes a material breach of these Terms. In such cases, RecXchange and/or the aggrieved Member may initiate recovery proceedings, including but not limited to:

• A liquidated damages claim equal to 100% of the full placement fee or commercial value of the engagement;
  

• Permanent termination of platform access;
  

• Legal proceedings for breach of contract, equitable relief, and recovery of legal costs;
  

• Referral to relevant regulatory or industry bodies where misconduct warrants.
  

RecXchange reserves full legal recourse against any Member who attempts to exploit the platform or circumvent its Members for personal or commercial gain. This includes unauthorized approaches to End Clients introduced via RecXchange.

These Terms are designed to protect the integrity of the platform and its Members’ commercial interests. Breaches will be prosecuted to the fullest extent permitted under law, with no exceptions or leniency granted.

7. Candidate Consent & Global Data Compliance

Recruitment involves handling personal data, and RecXchange is committed to the highest standards of data protection. We require our Members to uphold these standards as well:

• Candidate Consent Requirement: Before sharing or submitting any Candidate’s personal information (such as CV, contact details, or any identifiable data) on the RecXchange platform, the Member must have obtained that Candidate’s explicit consent. The candidate should understand that their information will be shared with another recruiter (and potentially an end Client) for the purpose of exploring a job opportunity. Do not submit any candidate to the platform without their permission. This protects the Candidate’s rights and ensures compliance with privacy laws.

• Member Data Compliance: Members are responsible for handling all personal data in compliance with applicable data protection and privacy laws. This includes laws such as the UK GDPR, EU GDPR, and any similar regulations in the jurisdictions where you operate or where the candidate or client resides. When you use RecXchange, you may be exposed to personal data of candidates or contacts provided by other Members – you must treat that data with confidentiality and only use it for the intended recruitment purposes and in line with any consents given. Any misuse of personal data (for example, using a candidate’s CV for a purpose unrelated to the agreed collaboration) is strictly prohibited and is grounds for removal from the platform, in addition to potential legal penalties under data protection laws.

• RecXchange’s Data Practices: RecXchange itself adheres to all relevant data protection laws in the operation of the platform. We collect and process only the data needed to provide our services effectively. Personal data you provide to RecXchange (including your profile information and any candidate or client data uploaded) will be processed according to our Privacy Policy and in compliance with laws. We implement industry-standard security measures, including encryption, to protect data in transit and at rest.

• International Data Transfers: By using RecXchange, Members consent to the transfer and storage of their data (and any candidate data they input) across international borders as necessary for platform functionality. For example, RecXchange’s servers or cloud services may be located in countries different from your own. We utilize Standard Contractual Clauses (SCCs) or other approved legal mechanisms to ensure that any personal data transferred internationally remains protected and compliant with EU/UK data export requirements. We strive to choose data storage solutions in jurisdictions with strong data protection laws, and we will inform users if their data is stored outside of the UK/EU.

If you have specific questions about data privacy or need a Data Processing Addendum (DPA) for your compliance purposes, please contact us. We expect all Members to handle data responsibly and will assist in compliance efforts where reasonably possible.

8. Intellectual Property

All rights, title, and interest in and to the RecXchange platform and its content are owned by RecXchange Portal LLC. This includes the platform’s software code, design, logos, trademarks, branding, databases, and any content created or provided by RecXchange (such as templates, documentation, and marketing materials). These are protected by copyright, trademark, and other intellectual property laws.

• Use of Platform IP: Members are granted a limited, revocable, non-exclusive license to use the platform and its materials for their intended purpose (professional recruitment collaboration) while they are approved Members in good standing. You may not use RecXchange’s name, logos, or branding for any purpose outside of the platform without prior written permission.

• Prohibited Actions: Members must not attempt to copy, modify, distribute, or create derivative works based on any part of the platform. Reverse-engineering any feature of the platform, scraping or extracting our data (beyond the extent allowed by normal use of our API or interface), or reselling any aspect of the platform to third parties without consent is strictly prohibited.

• Member’s IP & Data: Members retain ownership of the data and content they personally upload to the platform, such as job descriptions, candidate resumes, or client details that are proprietary to them. By uploading such content, you are not transferring ownership to RecXchange. However, by using the platform, you grant RecXchange a license to use, store, and process that content as needed to operate the service (for example, to display the candidate profile to a potential split partner, or to run algorithms for matching). This license is limited to service operation and improvement, and we claim no rights to use your content outside of providing the RecXchange service.

• Feedback: If you provide RecXchange with feedback, suggestions, or ideas on improving the platform, you acknowledge that RecXchange may use and incorporate this feedback without any obligation to you (and you waive any claim to intellectual property rights in such feedback).

• Third-Party IP: Do not upload or share content to RecXchange that infringes someone else’s intellectual property rights. This includes text, images, or data that you have no right to use. Members are solely liable for any infringement they cause. If RecXchange is notified of an IP infringement claim regarding content you posted, we may remove the content and potentially suspend your account if the claim is credible.

All rights not expressly granted to Members in these Terms are reserved by RecXchange. Unauthorized use of the platform’s intellectual property may result in account termination and legal action.

9. Liability, Disclaimers & Indemnity

RecXchange’s goal is to facilitate successful collaborations, but we also need to make clear what risks we do not assume. By using the platform, you acknowledge and accept the following disclaimers and limitations of liability:

• No Liability for Member Dealings: RecXchange is not liable for any issues or losses that arise between Members or as a result of collaborations initiated on the platform. All agreements and interactions between Members are solely the responsibility of those Members. This includes, but is not limited to:

• Disputes between Members: Any disagreement over terms, fees, candidate ownership, performance, or any breach of a Split Fee Agreement is between the Members involved. RecXchange is not responsible for resolving these (aside from the informal mediation support described in Section 5) and cannot be held liable for the outcome of such disputes.

• Non-Payment of Fees: RecXchange is not accountable if one Member fails to pay another, or if a client fails to pay a Member, in any split-fee arrangement. The risk of non-payment lies with the parties to the agreement (unless you used the escrow service, in which case see Section 5 for how those funds are handled – even then, RecXchange’s liability is limited to the escrow amount).

• Contract Breaches or Misconduct: If a Member you partner with breaches the contract (for example, by poaching your candidate or violating non-circumvention), RecXchange itself is not liable for that Member’s actions. We will enforce platform rules (such as termination of the breaching account if we confirm a violation), but any monetary or legal remedy must be pursued between the Members.

• Placement Outcomes: RecXchange has no liability for the outcome of any placement or hiring process. For example, if a candidate you place through a RecXchange collaboration performs poorly or quits, or if a client engages in any wrongdoing, RecXchange is not responsible for any resulting damage or lost opportunity. We do not guarantee the fitness, suitability, or behavior of any candidate or employer.

• Indirect or Consequential Losses: RecXchange will not be liable for any indirect, special, or consequential damages related to your use of the platform or participation in collaborations. This includes lost profits, loss of business opportunities, loss of goodwill or reputation, or loss of data, even if we have been advised of the possibility of such damages. You use the platform at your own risk.

• Platform Provided “As Is”: RecXchange provides the platform and services on an “as is” and “as available” basis, without any warranties or guarantees of any kind (to the maximum extent permitted by law). While we strive for high availability and accuracy, we do not warrant that the platform will be uninterrupted, error-free, or secure at all times, nor do we guarantee any particular results from using RecXchange. For example, we do not promise that using RecXchange will lead to any placements or revenue, or that the communications and storage on the platform will be immune from loss or hacking (we take precautions, but no system is infallible). All implied warranties (including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement) are expressly disclaimed.

• Member’s Responsibility & Due Diligence: Each Member assumes full responsibility for their use of RecXchange. This means you agree that you will use your own judgment and due diligence when engaging with other Members. RecXchange facilitates introductions and communications, but does not vet or certify the truthfulness, qualifications, or capabilities of Members, the validity of job opportunities, or the quality of candidates. (We do perform an initial verification of recruiters to maintain a quality community, but we cannot guarantee every member’s integrity or performance.) You should conduct any background checks, reference checks, or further screening you deem necessary before entering into a business arrangement or sharing sensitive information. If you suspect a Member is engaging in fraud, dishonesty, or violating these terms, please report it to us – but ultimately, you must make business decisions at your own risk.

• Limitation of Liability: In the event that, notwithstanding the above, RecXchange is found liable to you for any claim arising out of or relating to the platform or these Terms, our liability shall be limited to the amount of subscription fees you have paid to RecXchange in the 12 months prior to the event giving rise to the liability, or £100 GBP, whichever is greater. RecXchange will not be liable for any claim exceeding that amount, to the fullest extent permitted by law. Nothing in these Terms is intended to limit or exclude any liability that cannot be limited by law, such as liability for death or personal injury caused by negligence, or liability for our fraud or fraudulent misrepresentation.

• Indemnification: You agree to indemnify and hold harmless RecXchange Portal LLC, its affiliates, and their respective directors, officers, employees, and agents (“Indemnified Parties”), from and against any and all third-party claims, liabilities, damages, losses, or expenses (including reasonable legal fees) that arise out of or relate to (a) your use of the RecXchange platform, (b) your violation of these Terms, or (c) your violation of any applicable law or the rights of any third party (such as a candidate, client, or other Member). For example, if a candidate whose data you shared on the platform sues RecXchange for a privacy breach because you didn’t obtain consent, or if a client or other recruiter brings a claim against RecXchange due to your actions, you agree that you will cover all costs and damages for which RecXchange is held liable and all reasonable fees incurred by the Indemnified Parties. We will notify you of any such claim and, where possible, give you an opportunity to assist in defending it. This indemnity obligation survives termination of your membership or use of the platform.

By agreeing to these Terms, you acknowledge that you understand these disclaimers and liability limitations, and that they are a reasonable allocation of risk between you and RecXchange given the platform’s role. If you do not agree with any of these provisions, you must not use the RecXchange platform.

10. Subscription & Billing Terms

Access to RecXchange may require an active subscription (unless you are in a trial or promotional access period). The following terms apply to subscriptions and billing:

• Billing & Payment: Subscription fees are billed via our third-party payment processor (e.g. Stripe) in the currency and interval indicated when you sign up (for example, monthly or annually). Your subscription payment grants you access to the platform for the paid term. All invoices and billing history are accessible in your Member dashboard. You agree to provide a valid payment method and allow RecXchange (or its payment processor) to charge your card or account for the subscription fees and any applicable taxes.

• No Refund Policy: All payments are non-refundable. This includes your initial subscription payment and any subsequent recurring charges. Once a billing period has been charged, you will not be refunded for that period, except in cases of a billing error or technical fault on our side. (For instance, if you were accidentally charged twice in one month, or charged after properly canceling, we will of course correct the mistake and refund any erroneous charge.) Aside from such errors, there are no refunds for unused time or if you decide to stop using the platform mid-term. The rationale is that RecXchange provides immediate access to the network and resources upon payment, and the value is received at that time.

• Cancellation by Member: You may cancel your subscription at any time if you decide to stop using RecXchange. Cancellation will prevent the next renewal charge, but you must provide at least 15 days’ notice before your upcoming renewal date. This advance notice is required to ensure your cancellation is processed in our billing system before the next cycle. For example, if your monthly subscription renews on the 30th of each month, you should cancel by the 15th of that month to avoid the next charge on the 30th. If you cancel in time, your subscription will simply not renew further; you will continue to have access until the end of the period you already paid for. If you cancel with less than 15 days before renewal, you might still be charged for the next period, and the cancellation will take effect after that period.

• How to Cancel: Cancellation can be done through your online dashboard settings or by contacting RecXchange support (see Section 14) with a clear request to cancel. We will confirm the cancellation and the effective end date of your subscription. Retain this confirmation for your records.

• Changes to Fees: RecXchange reserves the right to change its subscription plans or pricing in the future. Any changes to the pricing will be communicated to you in advance (for example, via email or a dashboard notification), and will only apply to subsequent billing cycles. We will not retroactively charge you more for a period you’ve already paid for. If you are on a recurring plan, you will be given the chance to cancel if you do not agree to a price increase before it takes effect. Continued use of the platform after the new prices take effect will constitute acceptance of the new rates.

• Additional Charges: Our subscription fee covers platform access and standard features. In the future, if we introduce any optional premium services or one-time fees (for example, an escrow transaction fee or add-on services), those will be clearly described and you would be able to accept those charges explicitly. We will not surprise you with hidden fees.

Please ensure your payment information is kept current. If a subscription charge is declined (e.g. your credit card expires or has insufficient funds), we will notify you to update your payment. RecXchange may suspend your account for non-payment if the issue isn’t resolved promptly.

11. Termination of Account

Both Members and RecXchange have the right to terminate the use of the platform under certain conditions. Below are the terms regarding termination or suspension of accounts:

• Termination by RecXchange (For Cause): RecXchange reserves the right to suspend or terminate your account at any time, with or without notice, if we determine (at our sole discretion) that you have violated these Terms or engaged in behavior that is harmful, unlawful, or unethical. Reasons for termination may include (but are not limited to):

• Breach of these Terms & Conditions (any section).

• Engaging in fraud, dishonesty, or illegal activities through the platform.

• Actions that harm the integrity, reputation, or security of the platform or its Members (for example, harassment of other users, data theft, circumventing another Member as described in Section 6, or any attempt to manipulate or abuse the platform’s processes).

• Repeated non-compliance or failure to cooperate with investigations into complaints.

In most cases, serious violations will result in immediate termination without prior warning. For less severe issues or misunderstandings, we may issue a warning or seek clarification before taking action, but we are not obligated to do so. When your account is terminated by us, you will lose access to the platform and any data or content stored in your account (so please keep your own backups of important information). Termination for cause also means no refund of any subscription fees you’ve paid, as it is a result of your breach.

• Termination by Member: You are free to stop using RecXchange and may terminate your own account at any time. You can do this by cancelling your subscription (see Section 10 for the notice period to avoid further billing) and contacting support to confirm account closure if needed. Upon your termination, you will lose access at the end of your paid subscription period or sooner if you request immediate deactivation. As noted, payments are not refundable, so if you choose to terminate before your subscription period ends, you will simply retain access until expiration but no partial refund will be given for the remaining time.

• Effect of Termination: Once an account is terminated (whether by you or by RecXchange), the Member no longer has any right to access or use the RecXchange platform. All licenses and privileges granted under these Terms end immediately. RecXchange may delete or deactivate your account and all associated data from our active systems, though we may retain certain information in backup or as required for legal compliance (see our Privacy Policy for data retention practices). It is your responsibility to download or secure any information you need from the platform (such as copies of Split Fee Agreements or chat transcripts with other recruiters) before your account is closed. We are not liable for any data loss due to termination.

• Survival of Certain Terms: Important: Even after an account is terminated, certain provisions of these Terms will remain in effect. Any term which by its nature or express wording is meant to survive termination shall survive, including but not limited to: Non-Circumvention (Section 6) which continues for 24 months post any introduction, Confidentiality and data provisions (Sections 7 and 8) to the extent they involve information obtained during membership, Liability & Indemnity (Section 9), Governing Law & Jurisdiction (Section 12), and any obligation to pay fees or resolve disputes for transactions initiated before termination. Members cannot escape obligations incurred or agreed to prior to termination by leaving the platform.

We hope to never see you go, but if either party ends the relationship, the goal is to ensure it’s handled cleanly and fairly according to these terms.

12. Governing Law & Multi-Jurisdiction Considerations

RecXchange is a global platform, but we have chosen a single governing law to provide consistency in our Terms & Conditions. These terms are designed to be enforceable worldwide, but we also acknowledge that local laws may apply to Members based on their country. Here’s how we address those issues:

• Governing Law: These Terms & Conditions, and any dispute or claim arising out of or in connection with them or the use of the platform, shall be governed by and construed in accordance with the laws of England and Wales. Choosing the law of England and Wales provides a consistent legal framework for all Members, regardless of their location, due to the well-established principles of contract law in this jurisdiction.

• Jurisdiction: Except as provided under the arbitration clause in Section 5 (for international arbitration), all Members agree that any legal proceedings related to these Terms or your use of RecXchange will be subject to the exclusive jurisdiction of the courts of England and Wales. In particular, unless otherwise agreed in writing, you agree that the courts located in London, United Kingdom will be the venue for resolving any claims. By using RecXchange, you waive any objection to the London courts as an inconvenient forum or lacking jurisdiction (subject to any rights you have as a consumer, though note that use of RecXchange is for professional purposes, not personal consumer use).

• Global Compliance: While the laws of England and Wales govern the interpretation of these Terms, you understand that you must still comply with any applicable laws in the country or state where you operate. If you are accessing or using RecXchange from outside the UK, you are responsible for ensuring that your use is lawful in your own jurisdiction. RecXchange’s Terms are intended to be compatible with a broad range of international laws, but if there is any material legal restriction in your local law that would prevent you from using our platform or from complying with these Terms, you should not use the platform. For example, if your country has a law that forbids split-fee recruitment or data transfer as facilitated by RecXchange, you must abide by those local laws.

• Territorial Restrictions: RecXchange reserves the right to restrict or terminate access to the platform in certain jurisdictions if we determine that operating in those regions poses undue legal risks or compliance burdens. This could include, for instance, countries under sanctions or with laws that conflict sharply with these Terms. We do this to protect our community and company from inadvertent legal violations. We will inform affected members if we have to take such action.

• Local Law and Severability: If any provision of these Terms is found to be unenforceable or invalid under the laws of a particular jurisdiction, that shall not invalidate the other provisions of the Terms. The unenforceable provision will be deemed modified to the minimum extent necessary to make it enforceable (or disregarded if no modification is possible), and the remaining provisions will continue in full effect. Our aim is that these Terms are applied to the fullest extent allowed by law, and any minor deviations required by local law do not undermine the overall agreement between RecXchange and the Member.

In summary, by agreeing to these Terms, you accept that English law governs your use of RecXchange and that any disputes will generally be handled in English courts (unless arbitration is used as noted). We believe this consistency benefits all users, but we also encourage you to be aware of your local regulations as you conduct business on the platform.

13. Updates to These Terms

RecXchange may update or modify these Terms & Conditions from time to time as our platform evolves or laws change. We promise to handle changes in a transparent way:

• Notification of Changes: If we make material changes to the Terms, we will provide notice to Members. Notification may be sent via email to the address on your account, via an in-platform announcement, and/or by posting an alert when you log in. “Material changes” are those that affect your rights or obligations – for example, changes in fees, policies on use, or legal provisions. Minor tweaks, corrections, or clarifications may occur with less formal notice, but the latest effective date will always be updated at the top of the Terms page.

• Acceptance of Changes: After we update the Terms, your continued use of RecXchange constitutes acceptance of the new Terms. If you do not agree to the changes, you must stop using the platform and may cancel your subscription as per Section 10. Always feel free to reach out if you have questions about any change.

• Review Frequency: We encourage Members to review the Terms & Conditions periodically (the current version will always be available on our website) to stay informed of any updates. We will typically version or date stamp our terms so you can track what has changed.

• Regulatory Changes: Sometimes, we might need to update these Terms to comply with new laws or regulatory guidance. In such cases, the changes may be effective immediately or as required, and we will still endeavor to notify you. Keep your contact information (especially your email) up to date in your profile to ensure you receive notices.

Your trust is important to us, and we want our Terms to remain clear and fair. If any update is not clear, please contact us (Section 14) and we will gladly explain the rationale.

14. Confidentiality & Non-Disclosure

By accepting these Terms & Conditions, all Members agree to treat as strictly confidential any information obtained through the RecXchange platform, including but not limited to:

• Candidate data, resumes, contact details, or personal information;
  

• Client identities, job descriptions, hiring needs, or contact information;
  

• Any business opportunity, client introduction, or relationship facilitated by RecXchange — whether via Xchange Engine, RecX Direct, or Member-to-Member collaboration;
  

• Any communication or commercial arrangement disclosed by another Member or by RecXchange itself.
  

This obligation applies regardless of whether the information was accessed during an active collaboration, through platform browsing or algorithms, or in any proposal or outreach stage. Members must not disclose, share, forward, or repurpose such confidential information outside the specific purpose for which it was provided on the platform — namely, recruiter-to-recruiter collaboration or formal split-fee opportunities under these Terms.

You may not use any such confidential information to:

• Approach or contact a candidate or client outside the scope of the originating collaboration;
  

• Transfer or sell information to third parties;
  

• Circumvent another Member’s relationship or RecXchange’s involvement in any commercial opportunity;
  

• Solicit or approach RecX Direct clients for any purpose outside of the RecXchange ecosystem.
  

These confidentiality obligations continue for two (2) years after your access to the platform ends, or after the date on which the confidential information was last accessed — whichever is later.

Any breach of this section will be considered a material violation of these Terms and may result in legal action for breach of contract, injunctive relief, financial damages, and permanent termination of platform access.

15. Contact Us

We’re here to help and answer any questions or concerns you might have about these Terms or the RecXchange platform. Please use the appropriate contact below, and we will respond as soon as possible:

• General Enquiries & Support: If you have general questions about the platform, need technical support, or require clarification on how something works, contact us at support@recxchange.com.

• Legal Notices & Escalations: For formal communications, legal notices, or if you need to escalate an unresolved issue (for example, reporting a serious breach or sending us notice of a dispute/arbitration), contact legal@recxchange.com. Please include all relevant details and your contact information for our legal team to follow up.

RecXchange Portal LLC (trading as RecXchange)
Dubai, United Arab Emirates – Legal Mailing Address available upon request

When contacting us, please allow 1-2 business days for a response (though we often respond sooner). We prefer email communication for record-keeping purposes. If you are raising a dispute or legal issue, be as specific as possible so we can address it properly.

RecXchange exists to empower trusted recruiter-to-recruiter collaboration, deliver fair outcomes, and create a platform where professionalism is rewarded and protected. By adhering to these Terms & Conditions, all Members contribute to a healthy ecosystem of clarity, fairness, and confidence in every interaction. Thank you for being a valued part of the RecXchange community and for upholding these standards. Let’s work together to make sure every split placement and partnership is a win-win for everyone involved!