Recruitment Agency Partnership Agreement

This Recruitment Agency Partnership Agreement (“Agreement”) is entered into electronically on the date of acceptance by the Agency, in accordance with the Information Technology Act, 2000 and the Indian Contract Act, 1872.

1. Parties
   • This Agreement is between:
   • TALENTWALE VENTURES PRIVATE LIMITED, a company incorporated under the Companies Act, 2013, operating the recruitment technology platform Talentwale.com, having its principal place of business at Ahmedabad, Gujarat, India (hereinafter referred to as “Talentwale”, which expression shall, unless repugnant to the context, include its successors and assigns);
   • AND
   • “The Recruitment Agency registering on the Talentwale.com platform” (hereinafter referred to as the “Agency”, which expression shall, unless repugnant to the context, include its successors and permitted assigns).
   • Talentwale and the Agency are hereinafter individually referred to as a “Party” and collectively as the “Parties.”
2. Scope of Partnership
   • The Agency agrees to provide candidate data strictly related to the manufacturing sector for listing, verification, discovery, and monetization on the Talentwale.com platform, in accordance with the terms of this Agreement.
   • Talentwale acts solely as a technology and recruitment facilitation platform and does not guarantee interviews, hiring, or employment outcomes.
3. Candidate Data Submission & Welcome Bonus
   • 2.1 Excel-Based Candidate Upload

     If the Agency submits candidate data strictly in the Talentwale-prescribed Excel format, the Agency shall be eligible for a Welcome Bonus of INR 20 (Rupees Twenty only) per successfully verified candidate.

   • 2.2 Resume ZIP Upload

     If the Agency uploads candidate resumes in bulk ZIP format, the Agency shall be eligible for a Welcome Bonus of INR 15 (Rupees Fifteen only) per successfully verified candidate.

   • 2.3 Manual Candidate Creation

     If the Agency manually creates candidate profiles directly through the Talentwale.com Agency Dashboard, the Agency shall be eligible for a Welcome Bonus of INR 20 (Rupees Twenty only) per successfully verified candidate.

4. Verification & Eligibility
   • 3.1 For the purpose of this Agreement, a “Verified Candidate” shall mean a candidate whose:
     • Mobile number has been successfully verified through OTP, and
     • Email ID has been successfully verified through OTP or verification link
   • 3.2 Welcome Bonus shall be payable only upon successful completion of both mobile number and email ID verification.
   • 3.3 Candidates failing either verification shall be ineligible for any Welcome Bonus or other income under this Agreement.
5. Revenue Sharing & Payment Terms
   • 4.1 Resume Database & AI Suggested Candidate Revenue Sharing
     • The Agency shall be entitled to receive twenty percent (20%) of the applicable fees collected by Talentwale.com in the following cases:
     • (a) Resume Database Unlock Fees: Whenever an employer unlocks or downloads the resume/CV of a verified candidate uploaded by the Agency, the Agency shall receive 20% of the resume database unlock fee charged to the employer.
     • (b) AI Suggested Candidate Unlock Fees: Whenever an employer unlocks or accesses a candidate profile through the AI Suggested Candidate feature, and such candidate was uploaded and verified through the Agency, the Agency shall receive 20% of the AI suggested candidate unlock fee charged to the employer.
   • 4.2 Fee Revision Authority
     • The Agency expressly acknowledges and agrees that the final authority to revise, modify, increase, decrease, restructure, or discontinue the fees applicable to resume database unlocks and/or AI suggested candidate unlocks shall remain solely with the Management of TALENTWALE VENTURES PRIVATE LIMITED.
     • Any such revision shall be binding upon the Agency upon publication on the Talentwale.com platform or communication through official channels. Continued use of the platform shall constitute deemed acceptance of such revisions.
   • 4.3 Payment Cycle
     • Payments shall be processed on the 15th day of every calendar month
     • Payments shall be applicable only for candidates who were verified, and/or unlocked by employers during the immediately preceding calendar month
     • No advance, partial, or on-demand payments shall be allowed
   • 4.4 No Guaranteed Earnings
     • All earnings are usage-based
     • Talentwale does not guarantee any minimum revenue, downloads, or unlocks
     • Earnings may fluctuate based on demand, pricing revisions, and employer activity
6. Final Data Approval Rights
   • Talentwale.com shall have the sole and final authority to approve, reject, suspend, or remove any candidate data at its discretion, without assigning reasons.
7. Data Ownership Transfer
   • Upon successful disbursement of the Welcome Bonus, the ownership and all associated rights in the verified candidate data shall irrevocably vest with Talentwale.com. The Agency shall not raise any claim, objection, or right over such data thereafter.
8. Candidate Validity, Eligibility & Data Restrictions
   • 7.1 The Agency expressly agrees that only candidates meeting all eligibility and validity conditions prescribed under this Agreement shall be considered valid for upload, verification, monetization, and any form of payment or revenue sharing.
   • 7.2 A candidate shall be treated as invalid if:
     • The candidate’s mobile number or email ID is duplicated, pre-registered, recycled, already mapped, invalid, or missing.
     • The candidate’s resume (CV) is not uploaded in PDF format
     • The candidate is a Fresher, Intern, Trainee, or Apprentice, or does not possess prior full-time work experience
     • The candidate does not have current or previous experience in the manufacturing or industrial sector.
     • The candidate belongs to or has experience limited to IT, software, services, BPO, KPO, BFSI, consulting, or any non-manufacturing sector.
   • 7.3 The Agency expressly agrees not to upload any prohibited, irrelevant, incomplete, or non-compliant candidate data.
   • 7.4 Any candidate found to be invalid under this clause shall be immediately rejected without notice, and no Welcome Bonus, revenue sharing, or payment of any nature shall be applicable, including Resume Database Unlock or AI Suggested Candidate Unlock revenue.
   • 7.5 Penalties for Violation:
     • Reject or remove such candidate data immediately
     • Temporarily suspend or permanently terminate the Agency’s account
     • Impose penalties including monetary penalties, deduction or forfeiture of future payouts, and temporary or permanent restriction of access to the platform.
9. Annual Candidate Contribution Requirement
   • To remain eligible for recurring and/or lifetime revenue sharing from all revenue streams, including Resume Database Unlock fees and AI Suggested Candidate Unlock fees, the Agency must contribute a minimum of five percent (5%) additional fresh and verified candidates every calendar year, where a verified candidate means successful verification of both mobile number and email ID; in the event the Agency fails to meet this mandatory annual contribution requirement, the Agency shall immediately lose eligibility to receive any revenue whatsoever, including revenue arising from previously uploaded and verified candidates, until such time as the required contribution is fulfilled, and Talentwale.com’s determination regarding compliance with this requirement shall be final, conclusive, and binding, with no retroactive claims or revenue entitlements arising during the period of non-compliance.
10. Audit, Monitoring & Misuse
    • Talentwale reserves the right to audit candidate data, verification logs, and access records. Any misuse, manipulation, or misrepresentation shall constitute a material breach of this Agreement.
11. Data Protection & Candidate Consent (DPDP Act, 2023)
    • The Agency confirms that:
      • It has obtained valid, informed, and lawful consent from all candidates
      • Candidate data is shared strictly for recruitment purposes
    • The Agency agrees to indemnify and hold harmless Talentwale against any breach of DPDP obligations.
12. Termination, Notice & Survival
    • 11.1 Termination by Talentwale

      Immediate termination without notice in case of fraud, data misuse, prohibited uploads, or material breach.

    • 11.2 Termination by Agency - 30 (thirty) days’ prior written notice.
    • 11.3 Survival

      Clauses relating to Data Ownership, DPDP Compliance, Penalties, Audit, and Jurisdiction shall survive termination.

13. Governing Law & Jurisdiction
    • This Agreement shall be governed by the laws of India and subject to the exclusive jurisdiction of the courts at Ahmedabad, Gujarat.
14. Acceptance & Electronic Execution
    • By clicking “I Agree”, registering on the Talentwale.com platform, and/or continuing to use the platform, the Agency confirms that it has read, understood, and electronically accepted this Agreement.
    • This Agreement shall be deemed to be legally executed and binding upon the Agency without the requirement of physical signature, stamp, or handwritten execution.
    • The Agency acknowledges that electronic acceptance shall have the same legal effect as a signed written agreement, and waives any objection to the enforceability of this Agreement on the ground that it was executed electronically.