Master Service Agreement

0.Parties & effective date

This Master Service Agreement ("Agreement") is entered into on [Effective Date] (the "Effective Date") by and between:

Each a "Party", together the "Parties". This Agreement governs the Customer's use of the Service described below.

1.Definitions

2.The Service

2.1 Scope

Service Provider grants Customer a non-exclusive, non-transferable right to access and use the Service during the Subscription Term for Customer's internal recruitment-operations purposes. The Service includes:

• A partner-management inbox for receiving candidate submissions from Customer's invited partner agencies;
• Pipeline tracking (New → Reviewed → Working → Invoiced) for each partner-sourced candidate;
• A weekly hours-log with two-sided accept-tick workflow and log-package invoicing;
• Invoice generation (PDF) from agreed hours and rates;
• AI-assisted CV quality scoring (see §6 and the EU AI Act transparency notice on the legal page);
• Q&A threading per vacancy and per submission, with email notifications;
• Email notifications to Customer's invited partner agencies for material workflow events.

2.2 Configuration on Effective Date

Service Provider will provision the Customer account within two (2) business days of the Effective Date and confirm activation by email. The starter configuration includes:

• One (1) primary recruiter seat, with the option to invite additional recruiter seats under §4.2;
• Unlimited partner-agency invitations (partners do not consume a seat);
• Default invoicing profile pre-filled with Customer's legal name, address, and VAT number as provided above.

2.3 Updates and changes

Service Provider may modify the Service at any time, including adding, removing, or changing features, provided that no change materially reduces the core functionality available to Customer at the Effective Date for the remainder of the then-current Subscription Term. Material reductions will be communicated at least thirty (30) days in advance; Customer may terminate without penalty within fourteen (14) days of receiving such notice.

3.Customer obligations

Customer represents, warrants and agrees that:

• Authority & consents — Customer has obtained and will maintain all consents, notices, and lawful bases required (under GDPR, AVG, and any applicable national law) before uploading any Personal Data of candidates, partners, or other data subjects into the Service.
• Acceptable use — Customer will not, and will not permit Users to (i) reverse-engineer or attempt to derive source code of the Service, (ii) upload content that is unlawful, infringing or malicious, (iii) use the Service to send unsolicited bulk communications, (iv) use the Service in a way that violates GDPR, AVG, the EU AI Act, or any applicable employment / agency-licensing law (including the Dutch WAADI for Customers established in the Netherlands).
• Account security — Customer is responsible for maintaining the confidentiality of its User credentials and for all activity under its account. Customer will notify Service Provider without undue delay of any suspected unauthorised access.
• Compliance — Customer-specific regulations — Customer remains solely responsible for its own regulatory compliance, including: payroll, social-security contributions, A1 / posted-worker forms, working-time records required by national law, and any sectoral licences (e.g. NL: SNA/NEN-4400 certification, WAADI registration). The Service stores operational records but does not replace Customer's own compliance systems.
• WAADI & partner-sourced workers — When Customer uses the Service to manage candidates sourced via partner agencies, Customer (as the contracting agency vis-à-vis the end-client) remains responsible for verifying that each partner agency is itself WAADI-registered (where applicable) and that on-site terms-of-employment requirements are met. The Service holds and surfaces hours-log and rate data; it does not assess WAADI eligibility.

4.Fees & payment

4.1 Subscription Fee

Customer will pay a monthly subscription fee of:

• €[149 / 89 / negotiated] per month for the Outsor Standalone plan (one recruiter seat, unlimited partner-agency invitations, all features in §2.1);
• plus a one-time onboarding fee of €[0 / 499] if the white-glove onboarding option is selected (covering partner-import calls, training, and invoicing configuration).

4.2 Additional recruiter seats

Additional recruiter seats beyond the first are billed at €[49] per seat per month, pro-rated for partial months.

4.3 Invoicing & payment terms

Invoices are issued by Service Provider on the first business day of each month for the upcoming month and sent by email to the billing contact named in §0. Payment is due on a Net 14 basis (fourteen calendar days from invoice date) by bank transfer to the IBAN stated on the invoice. The first invoice covers the period from the Effective Date to the end of the trial period (typically three days), and is issued on day 4 unless an extension has been granted in writing.

4.4 Late payment

Invoices unpaid by the due date may accrue statutory late-payment interest at the rate prescribed by Polish law (or, where applicable under §13.2, the rate prescribed by the agreed governing law). After fourteen (14) days of unpaid balance, Service Provider may suspend access to the Service upon five (5) days' prior written notice; Customer Data remains preserved during suspension and is restored upon payment.

4.5 Taxes

All Fees are exclusive of VAT. Service Provider applies the reverse-charge mechanism for B2B intra-EU supplies of services to a Customer holding a valid EU VAT number (per Art. 196 of Council Directive 2006/112/EC).

4.6 Price changes

Service Provider may adjust the Fees with at least sixty (60) days' prior written notice. Customer may terminate without penalty within thirty (30) days of receiving the notice; in that case the existing Fees apply until the effective termination date.

5.Data protection

5.1 Roles

For Personal Data uploaded into the Service, Customer acts as Data Controller and Service Provider acts as Data Processor, in each case as defined in GDPR Art. 4. The DPA at outsor.work/dpa.html sets out the full processor obligations and is incorporated into this Agreement by reference; in the event of conflict between this Agreement and the DPA, the DPA prevails for matters concerning processing of Personal Data.

5.2 Sub-processors

Customer authorises the sub-processors listed at outsor.work/sub-processors.html. Service Provider will give Customer at least fourteen (14) days' advance email notice before adding a new sub-processor. Customer may object on reasonable, documented data-protection grounds within those fourteen days; if Service Provider cannot resolve the objection by alternative means, Customer may terminate the Agreement on thirty (30) days' notice without penalty, with a pro-rated refund of pre-paid Fees for the unused portion of the Subscription Term.

5.3 Personal Data Breach notification

Service Provider will notify Customer of any Personal Data Breach affecting Customer Data without undue delay and in any event within seventy-two (72) hours of becoming aware of it, by email to the contact named in §0. Notification will include the nature of the breach, the categories and approximate number of data subjects and records concerned, likely consequences, and measures taken or proposed.

5.4 International transfers

Where Customer Data is transferred to a sub-processor outside the EEA, Service Provider relies on the European Commission's Standard Contractual Clauses (Module 3, Processor-to-Processor) together with appropriate Transfer Impact Assessments and supplementary technical measures (encryption in transit and at rest). The full list of transfers and mechanisms is maintained at outsor.work/sub-processors.html.

6.AI use & EU AI Act

The Service uses third-party AI models (currently Anthropic's Claude family) to assist Users with CV summarisation, quality scoring, and vacancy-text generation. Per Article 4 of the EU AI Act, Service Provider provides the following transparency to Customer and its Users:

• All AI outputs are advisory only; no automated decision having legal or similarly significant effect on a candidate is taken by the Service. Hiring, rejection, and pipeline-stage decisions are taken by Customer's human recruiters.
• AI quality scores are a heuristic ranking signal, not an assessment of the candidate's fitness for employment, and may not be used as the sole basis for rejecting any candidate.
• Customer Data submitted to the AI sub-processor is processed under a no-training agreement; the sub-processor does not use Customer Data to train its general models.
• Customer may disable AI features at any time via Settings; a Customer-side disable signal disables all AI processing of that Customer's data.

7.Intellectual property

Service Provider retains all right, title and interest in and to the Service, including all software, branding, documentation, and improvements. Customer retains all right, title and interest in and to Customer Data. Customer grants Service Provider a limited, non-exclusive, worldwide licence to host, process and transmit Customer Data solely for the purpose of providing the Service and as instructed by Customer under the DPA.

Service Provider may use aggregated and de-identified usage data (containing no Personal Data and no Customer-identifying information) to operate, secure and improve the Service.

8.Confidentiality

Each Party will treat the other Party's Confidential Information with at least the same degree of care it uses for its own confidential information of like importance, and not less than a reasonable standard of care. Confidential Information includes the terms of this Agreement, technical and commercial information shared in the course of performance, and any non-public information clearly marked or contextually confidential. This obligation survives termination for three (3) years and indefinitely with respect to trade secrets and Personal Data.

9.Warranties, disclaimers & liability

9.1 Mutual warranties

Each Party warrants that it has full authority to enter into this Agreement and that doing so does not violate any other agreement it is a party to.

9.2 Service warranty

Service Provider warrants that the Service will, during the Subscription Term, materially conform to its published documentation and to the availability commitments in Schedule A (SLA). Customer's exclusive remedy for breach of this warranty is, at Service Provider's option, re-performance or service credits as defined in Schedule A.

9.3 Disclaimer

Except as expressly set out in this Agreement, the Service is provided "as is". Service Provider disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

9.4 Limitation of liability

Subject to §9.5, each Party's aggregate liability under this Agreement, whether in contract, tort (including negligence) or otherwise, will not exceed the total Fees paid by Customer to Service Provider in the twelve (12) months preceding the first event giving rise to the claim. Neither Party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost data or business interruption, even if advised of the possibility of such damages.

9.5 Carve-outs

The cap in §9.4 and the exclusion of indirect damages do not apply to: (a) breach of confidentiality under §8 by either Party; (b) Customer's payment obligations under §4; (c) Service Provider's wilful misconduct or gross negligence; (d) either Party's indemnification obligations under §9.6; or (e) Service Provider's statutory liability under GDPR Art. 82 in its role as Data Processor (which is governed by the DPA and applicable law and is not capped by this Agreement).

9.6 Indemnification

Customer will defend and indemnify Service Provider against any third-party claim arising out of Customer's misuse of the Service, Customer's failure to obtain required consents or lawful bases under §3, or Customer's violation of applicable law (including GDPR, AVG, the EU AI Act, and WAADI where applicable). Service Provider will defend and indemnify Customer against any third-party claim that the Service, as provided and used in accordance with this Agreement, infringes such third party's intellectual property rights in the European Economic Area.

10.Term & termination

10.1 Term

This Agreement begins on the Effective Date and continues on a month-to-month basis until terminated under this §10. There is no minimum commitment unless agreed in a separate Order Form referencing this Agreement.

10.2 Termination for convenience

Either Party may terminate this Agreement for any reason on thirty (30) days' prior written notice to the other Party (email to the contacts in §0 is sufficient).

10.3 Termination for breach

Either Party may terminate this Agreement immediately on written notice if the other Party materially breaches the Agreement and fails to cure the breach within fifteen (15) days of receiving written notice of the breach. Non-payment of undisputed Fees after the notice in §4.4 is a material breach.

10.4 Effects of termination

On termination: (a) Customer's right to access the Service ends on the effective termination date; (b) Customer may, at any time before the effective termination date and for thirty (30) days thereafter, export Customer Data via the in-app export tools or by requesting an export package by email; (c) Service Provider will delete or anonymise Customer Data within thirty (30) days after the end of the export window, subject to retention required by law and limited backup retention as described in the DPA; (d) accrued Fees remain payable; (e) §§ 4 (for accrued amounts), 5 (data protection — surviving obligations), 7, 8, 9, 11 and 13 survive termination.

11.Force majeure

Neither Party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, labour disputes, third-party cloud-infrastructure outages, fibre cuts or internet failures. The affected Party will notify the other promptly and use commercially reasonable efforts to resume performance.

12.Assignment

Neither Party may assign this Agreement without the other's prior written consent, except that either Party may assign it without consent to a successor in connection with a merger, acquisition or sale of substantially all of its assets, on written notice to the other Party.

13.Governing law & disputes

13.1 Default — Polish law

Unless §13.2 is selected, this Agreement is governed by and construed in accordance with the laws of Poland, excluding its conflict-of-laws principles. The Parties submit to the exclusive jurisdiction of the courts of Lublin, Poland.

13.2 Optional — Dutch law for NL-established Customers

13.3 GDPR-specific disputes

Disputes concerning the parties' obligations under GDPR or the DPA may, in addition to the courts above, be brought before the supervisory authority of the Customer's main establishment (for NL Customers: Autoriteit Persoonsgegevens; for PL Customers: Urząd Ochrony Danych Osobowych).

14.General

• Entire Agreement — This Agreement (including the DPA, SLA, and Sub-processors page, each incorporated by reference) is the entire agreement between the Parties regarding the Service and supersedes any prior agreements or representations on this subject.
• Order of precedence — In the event of conflict: this Agreement, then the DPA (for Personal Data processing), then the SLA, then the published Outsor terms of service.
• Amendments — No amendment is effective unless in writing and signed by both Parties (email confirming an attached signed PDF qualifies).
• Notices — Notices under this Agreement are delivered by email to the contacts named in §0 and are deemed received on the next business day in the recipient's time zone.
• Severability — If any provision is held invalid, the remaining provisions remain in effect; the invalid provision is replaced by an enforceable provision that most closely reflects the original intent.
• No waiver — Failure to enforce a provision is not a waiver of that provision.
• Counterparts & signatures — This Agreement may be signed in counterparts (including electronic signatures and exchange of signed PDFs by email), each of which is an original and which together constitute one agreement.

A.Schedule A — Service Level Agreement (SLA)

A.1 Service availability

Service Provider targets 99.5 % monthly availability for the Service, measured as the percentage of total minutes in a calendar month during which the production application at outsor.work / pickme.work is reachable and responsive to authenticated requests, excluding scheduled maintenance and Force Majeure events.

A.2 Scheduled maintenance

Scheduled maintenance is announced at least 72 hours in advance by in-app banner and email to the billing contact. Scheduled maintenance windows are limited to two (2) hours per calendar month and do not count against the availability target.

A.3 Support response times

• Severity 1 — Service down / data integrity issue: first response within 4 business hours (Monday–Friday 09:00–17:00 CET).
• Severity 2 — Major feature unavailable, workaround exists: first response within 1 business day.
• Severity 3 — Minor issue / general question: first response within 2 business days.

Support channel: info@archie-recruitment.com. White-glove onboarding customers (§4.1) also receive a dedicated Slack channel with a 2-business-hour target reply time for all severities.

A.4 Service credits for missed availability

If the monthly availability falls below 99.5 % (and the shortfall is not caused by Force Majeure, Customer's own systems, or scheduled maintenance), Customer is entitled to the following service credits applied against the next monthly invoice:

• 99.0 % – 99.49 %: 5 % of the monthly subscription Fee.
• 95.0 % – 98.99 %: 10 % of the monthly subscription Fee.
• Below 95.0 %: 25 % of the monthly subscription Fee, and Customer may terminate the Agreement without penalty within thirty (30) days.

Customer must request the credit in writing within sixty (60) days of the affected month. Credits are Customer's exclusive remedy for availability shortfalls and may not be aggregated to exceed 25 % of any single monthly Fee.

A.5 Data backup & recovery

Service Provider maintains continuous point-in-time recovery for Customer Data with a recovery-point objective (RPO) of 24 hours and a recovery-time objective (RTO) of 8 business hours for a complete-restore scenario.