Business & Client Services Agreement

This Business & Client Services Agreement supplements the Vodora Terms of Service.

It applies when Vodora is used by recruiters, recruitment agencies, employers, hiring managers, company administrators, organisations, purchasers of Professional Services and other business-side users.

Only the provisions relevant to the services being used apply.

If you create or use a Vodora account on behalf of an organisation, you confirm that you are authorised to act for that organisation within the scope of your responsibilities.

Business users must provide accurate organisation and account information.

Organisations are responsible for managing authorised users and removing access when it is no longer required.

Recruiters and recruitment agencies may use Vodora for legitimate recruitment activities including:

• Posting jobs
• Searching candidates
• Viewing authorised candidate profiles
• Managing applicants
• Communicating with candidates
• Requesting references
• Requesting or reviewing verification
• Managing recruitment workflows
• Using supported ATS and integration functionality

Recruiters must use candidate information only for legitimate and lawful recruitment purposes.

Employers and hiring managers may use Vodora to identify, assess, communicate with and recruit candidates.

Employers and hiring managers remain responsible for hiring decisions, interview decisions, employment offers, employment conditions and compliance with applicable employment, discrimination and privacy requirements.

Business users must:

• Respect candidate permissions
• Access candidate information only where authorised
• Use candidate information only for legitimate professional or recruitment purposes
• Protect candidate information from unauthorised access
• Avoid unauthorised redistribution
• Comply with applicable privacy and data-protection requirements

Access to candidate information through Vodora does not provide unrestricted ownership or unlimited rights to reuse that information.

Vodora may provide references, verification information, badges, indicators and Trust Scores to assist professional assessment.

Business users must not manipulate verification information, misrepresent Vodora verification, circumvent candidate permissions or unlawfully redistribute protected verification information.

Final recruitment and hiring decisions remain the responsibility of the relevant business user.

Organisations are responsible for jobs they publish through Vodora.

Job advertisements must be genuine, accurate, lawful and professionally presented.

Advertisements must not contain fraudulent, materially misleading, unlawfully discriminatory or otherwise prohibited content.

Vodora may restrict or remove advertisements that violate applicable terms, policies or law.

This section applies when a business or other Client purchases Professional Services from an independent Freelancer through Vodora.

Freelancers are independent service providers unless expressly stated otherwise.

Clients are responsible for assessing whether a Freelancer and their services are appropriate for their requirements.

Vodora verification, references, reviews and Trust Scores may assist the Client but do not guarantee Freelancer performance.

Clients purchasing Professional Services must:

• Provide accurate requirements
• Clearly communicate the requested scope
• Provide reasonably required information and materials
• Provide agreed system access where applicable
• Provide approvals and feedback within reasonable timeframes
• Review deliverables
• Pay agreed charges
• Use Freelancer services lawfully
• Avoid requesting materially additional work without agreeing to scope changes

A Freelancer should not be held responsible for delays materially caused by the Client.

Before work begins, the Client and Freelancer should agree on relevant engagement details. These may include:

• Scope
• Deliverables
• Price
• Start date
• Completion date
• Milestones
• Revisions
• Client dependencies
• Acceptance requirements
• Confidentiality requirements
• Intellectual-property arrangements
• Other project-specific requirements

Vodora may record these details as part of the engagement or transaction record.

A Client should not require substantial work outside the agreed scope without agreeing with the Freelancer to appropriate changes.

Changes may require adjustments to price, deliverables, milestones, delivery dates or revisions.

Materially additional work should not automatically be treated as an included revision.

Where Vodora facilitates payment, Clients authorise applicable charges associated with their engagements.

Payments may be processed through supported third-party payment providers.

Applicable service prices, platform fees, subscriptions, transaction charges and other applicable charges will be disclosed before they become payable or otherwise agreed with the customer.

Cancellation and refund eligibility may depend on:

• Work already completed
• Completed milestones
• Deliverables supplied
• Engagement terms
• Client-caused delays
• Freelancer-caused delays
• Available evidence
• Applicable consumer rights
• Payment-provider requirements

Completed work or completed milestones may remain payable even if the remaining engagement is cancelled.

Clients and Freelancers should first attempt to resolve disagreements directly and professionally.

If they cannot resolve the matter, either party may use Vodora's available dispute process.

Vodora may review relevant evidence including:

• The service listing
• Agreed scope
• Deliverables
• Messages
• Files
• Milestones
• Deadlines
• Revision requests
• Approval records
• Payment records
• Other relevant evidence

Both parties agree to cooperate reasonably with the review.

Where Vodora administers the relevant transaction, and subject to applicable law and payment-provider requirements, Vodora may implement a platform-level outcome including full payment, partial payment, full refund, partial refund, cancellation of an unpaid milestone, or another reasonable transaction-level resolution.

Clients should use Vodora's available dispute process before initiating a chargeback where reasonably practicable.

Fraudulent, abusive or intentionally misleading chargebacks are prohibited.

Vodora may provide relevant transaction information to its payment provider when responding to a chargeback.

Payment-provider and card-network rules may ultimately determine certain payment disputes.

Business users must protect confidential information received through Vodora.

Clients must appropriately protect Freelancer confidential information.

Freelancers are separately required to protect Client confidential information under the Freelancer Services Agreement.

The parties may enter into additional confidentiality or non-disclosure agreements where appropriate.

Project-specific intellectual-property arrangements should be recorded in the applicable engagement terms.

Where the parties agree that intellectual-property rights in deliverables transfer to the Client following payment, those rights transfer according to the agreed terms and applicable law.

Pre-existing intellectual property, including tools, methodologies, templates, software, processes and materials, remains the property of its existing owner unless otherwise agreed.

Reviews must reflect genuine experiences.

Users must not create fabricated reviews, manipulate reviews, threaten negative reviews to obtain something not agreed, offer improper incentives for misleading reviews or engage in artificial review activity.

Vodora may investigate suspected review manipulation.

Business users may use supported Vodora REST APIs, ATS integrations, widgets, embed functionality, browser extensions, webhooks and other approved integrations, subject to authorisation and applicable technical documentation.

Business users must:

• Protect API credentials
• Restrict credentials to authorised systems and personnel
• Comply with applicable rate limits
• Respect candidate privacy and permissions
• Use accessed data only for authorised purposes
• Not circumvent security controls
• Not attempt unauthorised access
• Revoke credentials when no longer required
• Notify Vodora of suspected credential compromise

Vodora may revoke or restrict integration access where reasonably necessary to protect users, data or platform security.

Company administrators may manage organisation users, roles, permissions, integrations, API access and applicable company settings.

Administrators are responsible for granting appropriate access and removing access when it is no longer required.

Business users must maintain reasonable security appropriate to the information and services they access through Vodora.

Business users must not improperly share credentials, expose API keys, knowingly connect insecure systems, bypass Vodora security or permit unauthorised access to protected candidate information.

Suspected security issues should be reported to security@vodora.com.

Business users must not:

• Scrape protected candidate information without authorisation
• Build unauthorised candidate databases
• Sell or improperly redistribute protected candidate information
• Conduct unlawful discrimination
• Harass candidates or Freelancers
• Send unlawful or abusive communications
• Manipulate verification or Trust Scores
• Commit payment fraud
• Misuse APIs or integrations
• Circumvent platform security
• Impersonate another organisation
• Use Vodora for unlawful activity

Vodora provides professional trust, verification, recruitment, marketplace and integration technology.

Vodora may restrict or suspend business functionality where reasonably necessary because of fraud, misrepresentation, security risk, non-payment, illegal activity, candidate-data misuse, integration misuse, payment abuse, serious or repeated policy violations or material breach of applicable agreements.

The disclaimers, limitations of liability, intellectual-property provisions, platform-availability provisions, governing-law provisions and other applicable provisions of the Vodora Terms of Service also apply to this Agreement.

Nothing in this Agreement excludes rights or remedies that cannot lawfully be excluded.

Vodora may update this Agreement as its recruitment, marketplace, integration and other business services develop.

Where a material change affects a Business User's rights or obligations, Vodora may require acceptance of the updated Agreement before continued use of affected services.