Master Customer Agreement

1. General provisions

1.1. Scope

This Master Customer Agreement (“MCA”) is made and entered into by and between Vouch AS, a Norwegian limited liability company with business reg. no 930 248 096, with its principal place of business at Grensen 17, 0159 Oslo (“Vouch”), and by the legal entity that has signed up to the Services (“Customer”).

By signing up and creating a Customer Account and by using the service, the Customer hereby accepts this MCA. The Customer also accepts the Data Processing Agreement (“DPA”). This MCA And DPA shall be effective from the time of acceptance of MCA and the DPA, and after the Customer creates a Customer Account (“Effective Date”).

Payment terms for the Subscription Fee and any applicable Success Fees are presented in the Customer Portal and/or managed through the subscription service(s) used by Vouch (such as Stripe), or may be agreed separately by e-mail where applicable (“Terms of Purchase”).

1.2. Interpretation – ranking

The agreement between the parties consists of this MCA, the DPA, and Terms of Purchase as agreed per e-mail or in the Customer Portal per e-mail or other correspondence (“The Agreement”).

In case of conflict between the general wording in the MCA, DPA or Terms of Purchase, the Terms of Purchase prevail, except for provisions concerning data privacy and data protection.

2. Definitions

"Candidate": means those who have registered and use the Platform and the Site for the purpose of obtaining Hire.

“Candidate Process”: Interviews, background checks, and other processes initiated, performed and concluded by or on behalf of a Customer for the purpose of Hire.

"Customer": the contracting party to this MCA and the legal entity which will use the Services.

“Customer Account”: means the user account of a Customer or a representative from the Customer with user account rights.

"Customer Portal": that part of the Site only accessible by Customers with a Customer Account and where Candidates can be viewed, and Job Postings and agreements can be managed.

“Hire”: any contract concerning employment or work for hire entered into between the Customer and a Candidate.

“Job Posting”: an advert published on the Platform by the Customer concerning a specified or unspecified open job position at the Customer.

“Platform”: the part of the Site where Candidates and Vouchers interact.

“Platform Fee” (sometimes used interchangeably with "Subscription Fee"): the fee payable by the Customer for ongoing access to and use of the Services, including but not limited to creating and managing Job Postings, managing Candidates, configuring referral rewards, and using the Platform's ATS features, as further described in the Terms of Purchase.

“Referral reward”: The cash award determined by the Customer, transferred to the Voucher in case of Hire of a Candidate vouched by the Voucher through the Platform, subject to Terms & Conditions.

“Services”: The Customer’s access to the Customer Portal and its functionality, as well as the processing and screening of Candidates provided by Vouch prior to Candidates appearing in the Customer Portal.

"Site": www.vouch.no and other websites or domains owned or controlled by Vouch AS.

“Success Fee”: the fee payable by the Customer upon a successful Hire of a referred Candidate, typically consisting of (i) the Referral Reward as set by the Customer, and (ii) a transaction fee, as further described in the Terms of Purchase.

"Subscription Fee": the fee payable by the Customer for ongoing access to and use of the Services, including but not limited to creating and managing Job Postings, managing Candidates, configuring referral rewards, and using the Platform's ATS features, as further described in the Terms of Purchase.

“Terms & Conditions”: refers to the terms and conditions Candidates and Vouchers must agree upon prior to creating a user account at the Platform.

"User": means a Candidate or a Voucher with a user account or user account rights.

"Voucher": means those who have registered and use the Platform to refer Candidates to Job Postings and job opportunities on the Site and the Platform.

3. Scope of Services

3.1 Limited License

Vouch hereby grants the Customer a non-exclusive, non-transferable, revocable, non-sublicensable, limited license, during the Term of this MCA, to access and use the Services, subject to The Agreement. The Services include AI-driven candidate matching and ranking. The Customer remains solely responsible for all final hiring decisions.

3.2 Limitations to the License

In connection with Customer’s use of the Services, Customer shall not:

i) copy, transmit, transfer, modify or create derivative works, reverse engineer, reverse compile, reverse assemble or otherwise determine or derive source code of the Services and the Customer Portal, nor permit or authorize any third party to do any of the foregoing, or

ii) wrap the Services for resale, reuse or otherwise attempt to "white label" the Services with Customer’s application or otherwise.

3.3. Creation of Customer Account and Access to Platform User

The Customer is entitled to have one administrative Customer Account that will have the rights to

i) access the Customer portal,

ii) create Job Postings and publish them on the Platform,

iii) view and process all Candidates that have expressed interest for a Job Posting,

iv) create different types of users with different access levels and privileges to the Services.

By default, the Customer Account will be assigned as an account owner for the Customer but may re-assign account ownership rights to others as per (iv) above. The Customer resumes full responsibility for inviting and assigning account ownership rights to others.

3.4. User’s Actions

The Customer is responsible for all the actions, and information included, created, or initiated in the Customer Portal and the Platform. Vouch shall not be responsible or liable for any information or Job Postings that Customer’s Users upload to the Customer Portal, the Platform or otherwise provide to the Services.

Vouch reserves the right to de-list or edit any Job Posting, at Vouch’s sole discretion, subject to terms of The Agreement. Prior to commencing del-listing or editing, Vouch shall notify the Customer and seek to amend the Job Posting jointly and amicably with the Customer.

4. Consideration and Terms of Purchase

The Customer agrees to pay Vouch the fees described and set forth in the Terms of Purchase. The Terms of Purchase will include the Subscription Fee, AI credit charges and, if applicable, the Success Fee.

The Subscription Fee and AI credits are charged regardless of Candidate Process or Hire.

The Subscription Fee and AI credits will, unless otherwise agreed, be invoiced or otherwise charged in advance at the start of each billing period.

Upon a Customer's successful Hire of a referred Candidate, the Customer will be charged the Success Fee. The amount payable shall be agreed upon in the Terms of Purchase and typically consists of a Referral Reward as set by the Customer plus a transaction fee of approximately 27.5%. Late fees apply if extra actions must be taken by Vouch.

The Success Fee will, in its entirety, be invoiced to the Customer on or around the date when a Hire is confirmed, unless otherwise agreed.

4.1. Subscription terms and cancellation

The Services are provided on a subscription basis with automatic renewal for successive billing periods, unless the Customer cancels the subscription prior to the end of the current billing period. The applicable billing period and Subscription Fees are set forth in the Terms of Purchase.

The Customer may cancel the subscription effective at the end of the current billing period. Prior to cancellation, the Customer must clear their Candidate board. Upon cancellation, all Candidates who do not have an active Vouch user profile will be deleted from the Candidate board and the database. Candidates referred through the Platform, for whom a Referral Reward and associated Success Fee was promised in the Job Posting, will be retained in the database for referral tracking purposes, even if no longer visible in the Candidate board.

If the Customer subsequently hires such a referred Candidate, the Customer remains liable for the applicable Success Fee, and may be invoiced accordingly along with a handling fee.

As an alternative to cancellation, the Customer may downgrade to a hibernation plan, which preserves access to the Candidate board, career page, and basic ATS features, subject to the terms and fees for such plan. The Customer must contact Vouch to arrange such a downgrade.

4.2. Reward Funding and Disbursement

The Customer shall pre-fund – or, at the latest, fund within thirty (30) days after confirmation of Hire – each Referral Reward to Vouch. The date runs from the time a Hire is actually confirmed between the parties, not when the Vouch portal is updated. Vouch will not disburse any Referral Reward to a Voucher or Candidate until the corresponding funds have been received. Reference is made to section 6.1, and failure to comply or circumvent may be deemed a material breach subject to the consequences—including liquidated damages—set out in Section 6.1.

4.3. Fraud, Abuse, and Compliance Hold-Back

Vouch may withhold, postpone, or cancel any Referral Reward or Success Fee if, in Vouch’s reasonable opinion, payment would breach applicable law or if there is credible evidence of fraud, manipulation, abuse, or other material breach of the Agreement by the Customer, Voucher, or Candidate. Vouch may request additional information to meet legal requirements, and may withhold or cancel payouts if such information is not provided or if payment would violate any law. Any such fraud-related or compliance-related non-payment shall be deemed a material breach subject to the consequences—including liquidated damages—set out in Section 6.1.

5. Duties of the Parties

5.1. Common duties

The parties shall cooperate and contribute to the performance of The Agreement in good faith. Enquiries from the other party shall be replied to without undue delay.

The parties shall, without undue delay, notify each other of circumstances that they understand, or ought to understand, may be of relevance to the performance of The Agreement.

5.2. Vouch’s duties

Vouch is responsible for ensuring that:

i) The Customer has access to the Customer Portal, subject to section 7

ii) The Customer is able to publish Job Postings on the Platform, subject to section 7

iii) The Customer’s Job Postings are available and accessible on the Platform, subject to section 7

iv) The Customer, to the best of Vouch’s ability, is notified before planned down time, maintenance or other foreseeable event that may impact the performance of Services.

v) Vouch does not guarantee any specific uptime or response time, and the Services are provided “as is” unless otherwise expressly agreed in writing.

5.3. Customer’s duties

The Customer is responsible for:

i) ensuring that Vouch receives payment in accordance with The Agreement, including timely payment of Subscription Fees and, where applicable, Success Fees,
ii) ensuring that all information provided to Vouch is accurate and in accordance with The Agreement,
iii) ensuring that Job Postings, Candidate Processes and all interaction with Candidates are conducted in a professional manner and in accordance with applicable law,
iv) any process outside the Platform, subject to Section 6.2,
v) complying with the notification requirements under Section 6.4.

vi) ensuring that any personal data uploaded to the Platform is collected and processed in compliance with GDPR and other applicable data-protection laws.

6. Candidate process and Success Fee

6.1. General

The guiding principle for Success Fees is that a Candidate who has been referred through the Platform, with a Referral Reward defined in the relevant Job Posting, is subsequently Hired by the Customer.

The Customer agrees to pay Vouch the applicable Success Fee in compliance with the Agreement and Terms of Purchase when such a referred Candidate is Hired.

Any circumvention, omission, delay, or other action intended to evade, shirk, avoid, dodge or bypass the obligation to pay a Success Fee, or any attempt thereof, shall be considered a material breach of this MCA. In the event of such a material breach, the Customer agrees to pay Vouch liquidated damages equivalent to 200,000 NOK. This is in addition to any other rights Vouch, Vouchers or Candidates may have under The Agreement or the Terms & Conditions.

6.2. Processes outside of Vouch

Without limiting the other rights and obligations in this Clause 6, the Customer resumes full responsibility, and Vouch is under no circumstances responsible or liable for any hiring or employment process outside the Platform initiated directly or indirectly by the Customer.

6.3. Deviating Hire

The Customer undertakes to pay the applicable Success Fee upon Hire of a referred Candidate for whom a Referral Reward was promised in the original Job Posting, irrespective of whether there are deviations between the Job Posting and the terms of Hire. This includes, but is not limited to, changes in position, scope, contractual arrangement, legal entity, or full-time equivalent (FTE) percentage.

6.4. Notification requirements

The Customer must immediately and no later than before the commencement of a Candidate Process, notify Vouch if it has reason to believe that the Customer’s activities outside the Platform may impact a planned Candidate Process or the payment of Success Fee. This includes, but is not limited to, where the same Candidate is involved in a hiring or employment process with the Customer outside the Platform, as well as being vouched by a Voucher through the Platform.

The Customer shall, within reasonable time, after the conclusion of a Hire or a Candidate Process communicate to Vouch the outcome of the Candidate Process. Vouch may, irrespective of such communication, request information concerning any Job Postings, Hires or Candidate Processes. The Customer shall diligently and within a reasonable time respond to such requests for information. If the portal is not updated so automated processing is triggered and Vouch has reason to believe that a Voucher is eligible for Referral Rewards, Vouch will issue the Customer an invoice with a 14-day due date, including an additional €500 processing fee.

This obligation applies only to Candidates who were referred through the Platform with a promised Referral Reward.

7. Warranty, Limitation of Liability and Indemnification

7.1. Warranty disclaimer

The Services, the Customer Portal or the Platform is provided "as is” and “as available", and the customer acknowledges that the Services are offered without any representation or warranty, whether express, implied or statutory, including any warranties of merchantability, fitness for a particular purpose, title, custom, trade, quiet enjoyment, noninfringement, availability or accuracy of information.

Vouch does not warrant that the Services, the Customer Portal or the Platform will be available, meet the Customer’s requirements or operate in an uninterrupted, error-free, or completely secure manner or that errors or defects will be corrected.

Vouch does not make any representations, warranties, or conditions regarding the use of the Services, in terms of their accuracy, reliability, timeliness, completeness, or otherwise.

This disclaimer of warranty section shall apply to the fullest extent permitted by law in the applicable jurisdiction.

7.2. Limitation of Liability

In no event will Vouch, its affiliates, employees, agents, representatives, contractors or other third party partners be liable to the Customer or any other person for any indirect, incidental, punitive, special, exemplary or consequential damages arising out of The Agreement, the use, inability to use, or the results of use of Services, the Customer Portal, and/or the Platform, whether based on warranty, contract, tort (including negligence), or any other legal theory; including without limitation damages resulting from lost profits, lost data, loss of business or business interruption.

In no event will Vouch’s liability exceed the fees and payment Vouch has received from the Customer during the twelve (12) months preceding the event that caused the liability.

This limitation of liability set forth above does not apply in cases where damages has been caused due to gross negligence or intent.

If the Customer fails to pay the Subscription Fee or Success Fee on time, Vouch may suspend access to the Services after giving written notice. Late payments may be subject to interest and/or late fees as set forth in the Terms of Purchase.

7.3. Indemnification

Each Party agrees to defend, indemnify and hold harmless the other party or their affiliates, subsidiaries, officers, directors, agents, employees, and suppliers (collectively, the "Indemnitees") from any third party claims, actions, proceedings, and lawsuits and related liabilities, damages, settlements, penalties, fines, costs, or expenses (including reasonable attorneys’ fees and other litigation expenses) (“Claims”) arising from such Party's:

i) violation of The Agreement;

ii) infringement of Intellectual Property rights;

iii) access or use of the Services;

iv) negligence or misconduct; and/or

v) actual or alleged violation of third party’s intellectual property rights.

The obligations of the Indemnifying Party to defend, indemnify and hold the other Party harmless are conditioned upon the Indemnified Party promptly notifying the Indemnifying Party of the Claim and allowing the Indemnifying Party sole control of the defence of the Claim, related settlement negotiations and settlement of the Claim (for which consent is not required so long as (i) no financial or material burden is imposed on the Indemnified Party or (ii) no admission of guilt is required from the Indemnified Party).

The Indemnified Party shall have the right to participate in the defence with its own counsel and at its own expenses. The obligation of either Party to indemnify the other shall be reduced to the extent that any loss claimed by the Party seeking indemnification was caused by, or could have been prevented or reduced by, any act or omission of the Indemnified Party.

8. Term and termination

8.1. Term and termination for convenience

The MCA shall apply from the Effective Date and shall be effective until either party terminates with one month prior notice.

Subscription Fees shall continue to be charged in accordance with Section 4.1 until the effective date of cancellation as described therein.

If the Customer has active Job Postings or active Candidate Processes with Candidates recruited through the Platform at the time when the MCA is terminated under 8, the termination shall be considered effective once all Job Postings have been deleted and all active processes with Candidates have been concluded, unless otherwise stated in The Agreement or otherwise agreed by and between the Parties.

8.2. Termination for material breach or insolvency etc.

Either Party shall be entitled to terminate the MCA immediately, if:

i) either Party is in material breach of the MCA and has failed to remedy the breach within a reasonable period, which as a minimum shall be 21 days, of being notified by the other Party of the material breach of the MCA; or

ii) either Party commences debt rescheduling proceedings, composition with creditors, bankruptcy, or any other form of creditor intervention, in respect of its business without any prior notice of termination being required.

9. Confidentiality

For purposes of this MCA, “Confidential Information” means and will include but is not limited to:

i) Any information, materials or knowledge regarding know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulas related to the Services, including without limitation information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, source code, object code, specifications; computer programming techniques; and

ii) Terms of Purchase.

Confidential Information will not include any information that: (a) is or becomes part of the public domain through no fault of either Party; (b) was rightfully in either Party’s possession at the time of disclosure, without restriction as to use or disclosure as evidenced by contemporaneous written records; or (c) either Party rightfully receives from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure.

Each Party shall not use any Confidential Information disclosed to it by the other Party for any purpose other than to carry out the terms provided The Agreement, unless otherwise agreed in writing between the Parties.

Neither Party shall disclose or permit disclosure of any Confidential Information of the other Party to third parties or to employees of such Party, other than directors, officers, employees, consultants, or agents of the recipient Party who are required to have the information in order to carry out The Agreement, unless otherwise agreed in writing between the Parties.

Each Party shall take reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under The Agreement to have any such information. Such measures shall include the degree of care that a Party utilizes to protect its own Confidential Information of a similar nature which shall no less be reasonable care.

A Party shall notify the other Party of any misuse, misappropriation or unauthorized disclosure of Confidential Information which may come to a Party’s attention.

10. Intellectual Property and Data Ownership

10.1. General

Except as provided in The Agreement, neither Party shall acquire any rights and neither Party shall copy, transmit, transfer, modify, or create derivative works of the other Party’s intellectual property, nor permit or authorize any third-party to do any of the foregoing. There are no implied licenses under The Agreement.

10.2. Vouch IP

Vouch is the exclusive owner of and retains all rights, titles and interests to:

i) the Services, the Customer Portal, and the Platform, and all modifications, enhancements, upgrades, and updates thereto,

ii) Vouch Trademarks, logos, trade names, domain names, copyrights, source and/or object code and all intellectual property rights therein and thereto.

10.3. Job Postings

For the provision of the Services, the Customer will upload to the Customer Portal and later publish Job Postings on the Platform, which may include, text, pictures, logos and other relevant information included in the Job Posting. Vouch reserves the right, but is not obligated to, reject and/or remove any content included in a Job Posting, in at its sole discretion, that violates The Agreement or a third-party’s rights.

The Customer retains all the title, rights, and interests to Job Postings. The Customer hereby grants Vouch  a non-exclusive, irrevocable, transferable, and worldwide license to Job Postings published by the Customer on the Platform. The license includes the right to use, modify, edit, copy, reproduce or distribute the content of Job Postings published on the Platform for Vouch’s own commercial or business purposes in an anonymized and aggregated manner to:

i) develop the current or new Services and improve quality of tasks, including with the use of machine learning and artificial intelligence, and

ii) create, develop, offer, and/or distribute other features and additional services or products to customers and third parties, including, but not limited to, anonymized technical analysis information, benchmark and industry reports, and statistical reports.

10.4. Data Ownership

All non-personal data generated, collected, or otherwise obtained as a result of the use of the Service ("Vouch Data"), not covered by 10.2 and 10.3, shall remain the exclusive property of Vouch. The Customer acknowledges and agrees that they have no ownership rights, title, or interest in or to the Vouch Data. Vouch reserves the right to use, modify, distribute, and share the Vouch Data for any lawful purpose, including but not limited to, improving the Services, conducting research, perform big data analysis, providing insight and developing new products or services, subject to compliance with applicable laws and regulations concerning data protection and privacy.

11. Information Security and Data Privacy

Vouch must process personal data in order to provide the Services under the Agreement to the Customer. This includes processing of personal data associated with the creation and use of Customer Accounts. The legal basis for such processing of personal data is GDPR article 6 nr. 1 b).

Vouch’s processing of personal data and information security is further specified in Vouch’s Privacy Policy.

Information Security and Data Protection requirements between the parties are regulated in the Data Processing Agreement.

The Customer is responsible for ensuring it has a lawful basis for any personal data it uploads or processes via the Platform.

12. Miscellaneous

12.1. Assignment by Vouch

Vouch retains the right to transfer its obligations and rights, either in whole or in part, as outlined in this MCA, to another company that is wholly or partially owned, directly or indirectly, by Vouch or to a third party in the event of a business transfer.

12.2. Assignment by Customer

The Customer cannot transfer its rights and obligations under this MCA to a third party without the prior written consent of Vouch. Consent is not required if the MCA is transferred in its entirety as a result of a merger, acquisition, demerger, or similar change of control, or as a result of the transfer of operations or reorganization.

12.3. Expenses and Taxes

Except as otherwise specified in The Agreement, each Party will bear its own costs of performance under The Agreement.  Each Party shall be liable for all taxes, duties, levies or tariffs or charges of any kind imposed by any governmental entity.

12.4. Subcontractors

Vouch may make use of subcontractors or establish collaboration agreements with third parties to perform all or portions of its obligations under The Agreement.

12.5. Survival

The provisions of Sections 3.1, 3.2, 7, 9, 10 and 12.10 shall survive the expiration or termination of this MCA.

12.6. Severability

If any provision of The Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of The Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

12.7. Waiver

The waiver of any provision under The Agreement shall not constitute a waiver of any subsequent breach of the same or other provisions hereof.

12.8. Entire Agreement

The Agreement constitutes the entire agreement and understanding between the Parties with respect to its subject matter and supersedes all prior agreements, understandings, and negotiations. The Agreement may be amended or modified by Vouch from time to time. Vouch will notify the Customer of any amendments or modifications to the Agreement. If the Customer does not object to a pre-notified amendment or modification within 14 days after Vouch has notified the Customer of the amendment or modification, the amendment or modification shall be deemed to have been accepted by the Customer.

12.9. Counterparts

This MCA may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

12.10. Disputes

The rights and obligations of the parties under The Agreement shall in their entirety be governed by Norwegian law.

Should a dispute arise between the parties as to the interpretation or the legal effects of The Agreement, the parties shall seek to resolve such dispute through negotiations.

If a dispute is not resolved through negotiations within 30 days, each party may require the dispute to be resolved with final effect before the Norwegian courts of law. The legal venue of such proceedings shall be Oslo District Court.