top of page

GENERAL TERMS & CONDITIONS

Effective Date: April of 2025

​

These General Terms & Conditions ("T&C") set forth the legally binding terms governing the relationship between TalentFlow ("Service Provider"), its Clients ("Client"), and its Subcontractors ("Subcontractors"). By engaging with TalentFlow, all parties agree to comply with these terms.

1. Scope of Services

1.1 Service Provider: TalentFlow, an outsourcing agency that sources and endorses subcontractors to businesses.
1.2 Client: The business entity or individual engaging TalentFlow to provide subcontractor services.
1.3 Subcontractor: The independent professional endorsed by TalentFlow and contracted directly by the Client.
1.4 Agreement: Any service agreement, invoice agreement, NDA, or other formal documentation governing the relationship between TalentFlow, the Client, and the Subcontractor.

2. Service Agreements and Pricing

2.1 TalentFlow provides talent sourcing, screening, and endorsement services to Clients based on their business needs.
2.2 Clients are responsible for training and managing the day-to-day tasks of subcontractors.
2.3 TalentFlow offers time-tracking, attendance monitoring, and general administrative support.
2.4 TalentFlow does not establish an employer-employee relationship with subcontractors.
2.5 Subcontractors remain independent professionals directly contracted by the Client.
2.6 Subcontractors are eligible for an annual performance-based rate adjustment to ensure continued motivation and retention. Rate increases shall be determined based on performance evaluations and Client feedback.
2.7 Leave credits, bonuses, and other employment benefits are not provided by TalentFlow and are dependent on the Client’s offer to the subcontractor.
2.8 All pricing, fees, and payment terms will be specified in the Client Service Agreement or individual proposal provided to each client.

3. Contract Term & Performance Review

3.1 This Agreement is open-ended and shall remain in effect unless terminated by either party with a 30-day written notice.
3.2 TalentFlow will conduct an annual performance review of subcontractor engagements to assess productivity, service alignment, and overall satisfaction.
3.3 Based on the review, TalentFlow may recommend rate adjustments to reflect performance and market conditions. Any changes shall be discussed in advance and mutually agreed upon by both Client and TalentFlow.
3.4 Adjustments to service terms, scope, or pricing may be proposed during the annual review period to better align with business needs and growth goals.
3.5 In the event the Client wishes to terminate a subcontractor's engagement, a minimum of 30 days’ written notice is required. In cases where immediate termination is necessary, the Client agrees to compensate for the remaining notice period unless otherwise agreed in writing.

4. Confidentiality & Data Protection

4.1 All parties agree to maintain confidentiality regarding sensitive business information, pricing agreements, and internal processes.
4.2 Clients shall not disclose the subcontractor’s compensation or TalentFlow ‘s service charges to third parties.
4.3 Subcontractors are prohibited from disclosing client-specific business strategies, trade secrets, or operational details.
4.4 This confidentiality clause remains effective until contract termination.
4.1 TalentFlow retains all rights, title, and interest in and to its brand, trademarks, logos, website content, documentation, processes, and proprietary materials.
4.2 Clients and third parties are not permitted to reproduce, modify, distribute, or publicly display any TalentFlow intellectual property without prior written consent.
4.3 Any unauthorized use of TalentFlow’s intellectual property will be considered a violation of applicable copyright and trademark laws and may result in legal action.
4.4 The entire content of TalentFlow’s contracts, templates, and documents are protected by copyright law and may not be reproduced, redistributed, or used beyond the scope of this agreement.

5. Non-solicitation and Direct hiring

5.1 Clients shall not directly hire a subcontractor introduced by TalentFlow outside of this Agreement for at least 12 months after contract termination.
5.2 Breach of this clause will result in a penalty equivalent to three (3) months of the subcontractor’s last agreed fee.

6. Dispute Resolution and Termination

6.1 Costs of Suit
If any party initiates legal action against another, the losing party shall be responsible for covering the prevailing party’s reasonable legal fees and associated expenses.
6.2 Governing Law & Venue
These Terms & Conditions shall be governed by and interpreted in accordance with the laws of the Philippines, without regard to conflict of law principles. Any disputes arising from or related to these terms shall be brought before courts in the Philippines, and all parties hereby consent to the jurisdiction of such courts.
6.3 Dispute Resolution Process
All parties agree to resolve any concerns regarding these Terms & Conditions in good faith. The process for resolving disputes shall be as follows:

  1. The aggrieved party must provide a written Notice of Dispute to the other party, specifying the issue and seeking resolution.

  2. The parties shall attempt to resolve the dispute amicably within thirty (30) days of receiving the Notice of Dispute.

  3. If no resolution is reached within the specified period, the aggrieved party may pursue legal action in accordance with Section 6.2 (Governing Law & Venue).

7. General Provisions

7.1 Governing Law: These Terms & Conditions shall be governed by and construed in accordance with the laws of the Republic of the Philippines.
7.2 Amendments: Any modifications to these terms must be in writing and agreed upon by all parties.
7.3 Severability: If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall continue to be in effect.

Check our Services by clicking this link.

Otherwise, click Home to go back to TalentFlow's Home Page.

bottom of page