This document sets out the Terms and Conditions ("Terms") on which Thanks Anna ApS (CVR: 40687963) of Strandvejen 75, 1 TV, 2100 Copenhagen, Denmark ("Anna") provides customers with access to certain recruitment management services through the Anna platform ("Platform").
Please read these Terms very carefully before using the Platform and the Services. You acknowledge and agree that by clicking on "I accept" on behalf of a nominated company or organisation (the "Customer"), you agree that company or organisation will be bound by these terms as a Customer. You warrant and represent that you have full capacity and authority to enter into these Terms on behalf of the Customer company or organisation.
If you do not accept these Terms, you will not be able to use the Platform and the Services. You are advised to print and retain a copy of these Terms for future reference. These Terms may be subject to change from time to time and accordingly you are advised to refer back to these Terms from time to time and before making use of the Platform and Services.
1.1 The Platform is owned and managed by Thanks Anna ApS (CVR: 40687963) a company incorporated in Denmark whose registered office address is Strandvejen 75, 1 TV, 2100 Copenhagen, Denmark.
1.2 In consideration for the payment of the Fees, Anna shall provide the Customer with the services as described on the Platform, which allow the Customer to browse, screen, track and collaboratively manage its hiring process, as well as access a wider pool of talent across users ("Services") and provide the facility of storing the Customer’s recruitment data (“Storage Service”). The Services typically include the following:
1.2.1 the facility to add accounts for "Collaborators”, meaning the Customer’s employees and nominated representatives on their hiring team, by nominating such individuals to create individual user accounts which permit them to access and use the Services on behalf of the Customer;
1.2.2 the facility to create "Openings", meaning descriptions of an employment or contractor role or position that the Customer is seeking to fill;
1.2.3 the facility to upload "Customer Information", meaning information about the Customer’s organisation or any Opening;
1.2.4 the ability to publish and export Openings to various job boards and social media services where they can be displayed to potential "Candidates", meaning persons seeking employment on a contract or permanent basis who register with Anna;
1.2.5 the ability to view the "Profile" of a Candidate who applies for an Opening with the Customer, which means the information submitted by a Candidate through the Services which may include a summary of the Candidate’s academic background, work experience, technical or product skills and employment history;
1.2.6 The facilitation and management of communications between the Customer and its Collaborators, and any Candidate, with respect to an Opening;
1.2.7 the ability to use a search tool allowing Customers or Collaborators to search for prospective Candidates by skills and qualifications, regardless of whether that prospective Candidate has applied for an Opening (“Shared Talent Pool”). Where the Customer uses the Shared Talent Pool, the Customer hereby instructs Anna to search for such Candidates within the database of users’ rejected candidates as well as other opt-in databases, such as social networks, and candidate databases on job boards.
1.2.8 The automation of applicant communication (e.g. interview invite notification) and coordination (e.g. interview scheduling), employment contract signing, and data transfer to payroll or scheduling software
1.2.9 Recommending jobs to candidates and candidates to employers. Anna does not endorse any employer, or guarantee any results from using the Service.
1.2.10 any other features and functionalities provided by Anna to the Customer from time to time, including without limitation,
1.3 For the avoidance of doubt, Anna’s obligations shall be limited only to the provision of the Services and do not in any way include acting on the Customer’s behalf. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the Customer and Anna, appoint either party as the agent of the other, nor authorise either party to make or enter into any commitments for or on behalf of the other party.
1.4 Anna may from time to time add, modify, suspend or cease (temporarily or permanently) the provision of any element of the Services upon notice to the Customer.
1.5 Anna shall have no obligation to notify the Customer in the event of an unplanned service downtime. In the event of a planned service downtime in respect of the Services or the Platform, Anna shall use its reasonable endeavours to notify the Customer in advance provided that Anna is able to do so.
1.6 Access to the Platform and the Services may be granted to the Customer on a trial or ‘free’ basis ("Trial") for a period of up to 6 months. The Customer acknowledges and agrees that during the Trial the following specific terms shall apply in addition to all other Terms:
1.6.1 access to the Services during the Trial will be provided at no cost to the Customer;
1.6.2 such access is solely for the purpose of offering the Customer a preview demonstration of the functionality and features of the Services;
1.6.3 the functionality of the Services during a trial may be limited or restricted; and
1.6.4 Anna may withdraw or suspend the Customer’s access to the Services at any time during the Trial, and at the completion of the Trial continued access to the Platform and/or Services will be subject to payment of Fees or charges.
2.1 In order to use the Services, the Customer shall first be required to register with Anna by completing the online registration form on the Platform.
2.2 Anna shall send the Customer a confirmation email ("Confirmation Email") once it has accepted and confirmed the Customer’s registration. The Customer’s contract to use the Services on these Terms ("Contract") commences on the date of the Confirmation Email.
2.3 Anna reserves the right to conduct verification and security procedures in respect of all information provided by the Customer to Anna. If Anna has reason to believe that the information provided by the Customer to register and use any of the Services breaches or is likely to breach any of the provision in these Terms, Anna at its sole discretion may take any action that it deems appropriate including without limitation, to terminate the Customer’s Contract.
2.4 These Terms shall apply to any and all Collaborators who access and use the Platform and the Customer Services through the Customer’s account.The customer acknowledges and agrees:
2.4.1 Anna may allocate the Customer "Admin" or "Member" accounts with varying levels of access, and the Customer shall comply (and ensure each Collaborator complies) with any directions of Anna relating to the establishment and use of such Collaborator accounts;
2.4.2 only one person may log-on to the Platform and/or access the Services using any one Collaborator account at any one time; and
2.4.3 the Customer is directly liable to Anna at all times for the acts or omissions of its Collaborators.
2.5 The Customer shall, and shall ensure its Collaborators, keep any Customer and Collaborator usernames and passwords ("Logins") safe and secure to ensure that they are not used without the Customer’s permission. The Customer must immediately notify Anna if it has reason to believe that there has been unauthorised use or access to the Customer’s Logins and/or the Customer’s profile on the Platform. The Customer shall be solely responsible and liable for any breaches of these Terms arising out of or resulting from use of the Customer’s Logins to access the Services and/or the Platform, whether such use is authorised by the Customer or not.
2.6 At any time upon notice to the Customer, Anna may require the Customer to execute any further documents to confirm the Customer’s acceptance of, or give full effect to, these Terms.
3.1 The Customer shall, and shall ensure that its Collaborators shall, at all times use the Services and the Platform in accordance with these Terms.
3.2 The Customer shall ensure that its use of the Services and/or the Platform, including the submission of any information, data, images, videos, audio, files, links to external Platforms, communication between Collaborators and with Candidates, and all other material of any format ("Submissions"):
3.2.1 comply with all applicable laws and legislations, including, but not limited to, the US Fair Credit Reporting Act 1971 (15 U.S.C. § 1681 et seq);
3.2.2 do not infringe any intellectual property rights or other proprietary rights of any third party;
3.2.3 not reasonably be deemed to:
and the Customer hereby indemnifies Anna for all losses, liabilities, costs and expenses (including but not limited to legal costs) suffered or incurred by Anna which arise directly or indirectly from a breach by the Customer of this clause 3.2.
3.3 Unless otherwise explicitly stated by Anna, Anna does not vet, verify the accuracy, correctness and completeness of, edit or modify any Submissions or any other information, data and materials created, used and/or published by the Customer on the Platform to determine whether they may result in any liability to any third party. The Customer hereby warrants that the Customer has the right to use all such information and material.
3.4 Subject to clause 3.3, Anna may enhance the Profile by using data related to the Candidate, obtained from third parties. Such additional information may include links to any social media Platforms used by Anna in enhancing the Profile. In such circumstances, Anna does not vet, verify the accuracy, correctness and completeness of such data used to enhance the Profile and no guarantee is given that any enhancements to the Profile will be error free or ultimately achieve any enhancement to the Profile and it is the responsibility of the Customer to verify the accuracy of such information before making any hiring decisions.
3.5 Notwithstanding clause 3.3, Anna reserves the right to refuse to publish any Submissions, or to at any time remove or edit a Submission (in whole or in part), if Anna has reason to believe that the Customer’s use of the Services and/or the Platform breaches these Terms.
3.6 The Customer shall not:
3.6.1 at any time use the Services and/or the Platform with the purpose of impersonating another user or person;
3.6.2 use the information made available to the Customer through its use of the Services and/or the Platform for any purpose other than in connection with the recruitment of staff;
3.6.3 except in respect of the Shared Talent Pool, use the Platform or Services to contact any Candidate or other person who has not either applied for an Opening or been identified by the Customer through other means; and
3.6.4 do anything whatsoever which shall or is likely to impair, interfere with, damage, or cause harm or distress to any person or all or any part of any computer, computer network, telecommunications service or infrastructure.
3.7 Anna takes breaches of the Terms, and in particular, this clause 3, very seriously and therefore reserves the right to take any action that Anna deems necessary. This can include, without limitation, suspension or termination of the Customer’s use of the Services and/or access to the Platform. In certain circumstances Anna may choose to instigate legal proceedings as appropriate if there is any illegal use of the Services and/or the Platform, or disclose information to any third party who is claiming that any material posted or uploaded onto the Platform constitutes a violation of their intellectual property rights or of their right to privacy or if the material is posted without that third party’s prior consent. The Customer shall promptly notify Anna if it is aware of any or any suspected breaches of this clause 3 by its Collaborators.
4.1 The Customer shall ensure that any Opening it publishes through the Platform contains sufficient information to allow a Candidate to make an informed decision as to applying for the role in question.
4.2 The Customer warrants and represents that the information provided pursuant to clause 4.1 and in respect of the Customer Information shall be correct, complete, accurate and up to date. In the event the information in the Opening or the Customer Information is incorrect, incomplete, inaccurate or out of date, then the Customer must immediately take all necessary steps to rectify such information.
4.3. Where the Customer makes use of the Shared Talent Pool, it will have the ability to contact Candidates that have not already applied for an Opening. Where a Customer wishes to contact such Candidates, it shall only do so in respect of an existing and valid Opening on the Platform and not as a general solicitation.
4.4 The Customer shall at all times use the Services and the Platform in accordance with the applicable law and legislation and in particular, all applicable data protection, employment and anti-discrimination legislation. In particular:
4.4.1 Customers undertake that they will collect and process personal data relating to Candidates only to the extent that the collection of those data is necessary and relevant to the performance of the job which is being applied for;
4.4.2 If the Customer selects to access the social media profiles of the Candidates, the Customer shall refer only to appropriate social media when making decision relating to Candidates. The Customer shall consider whether the processing is necessary for the purpose for which it was collected, including whether the social media profile of the candidate is related to business or private purposes, as this can be an important indication for the legal admissibility of the data inspection.
4.5 The Customer is solely responsible for the use of the Services and its internal management of the recruitment process, for each Candidate search (including the Shared Talent Pool) that the Customer undertakes and any Opening advertised by the Customer through the Platform. The Customer is also responsible for confirming:
4.5.1 each Candidate’s qualifications, skills, training and experience;
4.5.2 that the Candidate has the right to work in the relevant jurisdiction; and
4.5.3 procuring from the Candidate(s) all information reasonably required by the Customer to determine the Candidate’s suitability to the Opening.
4.6. The Customer acknowledges that Anna does not have any control of and therefore cannot reasonably accept any liability in respect of the behaviour, response or actions of the Candidates. Anna does not warrant, represent or guarantee that the Customer will be able to fill the Opening using the Services.
4.7. The Customer shall, and shall procure that its Collaborators shall at all times keep all information including without limitation, the Candidates’ Profiles, communication and correspondences between the Customer, Anna and the Candidates, and all information relating to the Candidates and the recruitment process secure and confidential.
4.8. The Services shall be personal to the Customer organisation and the Customer has no right whatsoever to resell the Services to any third party for any reason without the express written approval of Anna.
4.9 The Customer acknowledges and agrees that it is the Customer’s responsibility to ensure it enters into any necessary contractual arrangements with Candidates (whether for temporary, casual, contract or permanent employment). The terms of employment and any contractual arrangements shall be negotiated and agreed between the Customer and the approved Candidate directly. In the event there is a dispute between the Customer and any Candidate (whether it relates to the interview or selection process, the contractual arrangements between the parties or otherwise) – collectively, a "Dispute" - the Customer agrees Anna is not liable for any loss or damage suffered by the Customer resulting from any such Dispute and the Customer hereby releases and holds harmless Anna from any such loss or damage or any liability in relation to any Dispute.
4.10 The Customer hereby indemnifies Anna against all losses, liabilities, costs and expenses (including but not limited to legal costs) suffered or incurred by Anna which arise directly or indirectly from any Dispute, or any breach by the Customer of clause 4.4.
5.1 Anna may offer Customers the option to purchase additional products and services that provide functionality that compliments the Services and are supplied by third parties (each such third party being a “Marketplace Partner”).
5.2 Anna does not itself provide the products or services provided by the Marketplace Partners and the contract for the sale of such products and services is concluded directly between the Customer and the applicable Marketplace Partner. Anna is not the agent, joint venture or partner of either the Marketplace Partner or the Customer.
6.1. The fees to access the Platform and Services are as set out on the website ("Fees"). The Fees may be based on (i) access to the Platform (ii) the number of Openings the Customer is permitted to create in its use of the Services (iii) its use of the Shared Talent Pool or (iv) any additional or substitute services that Customer may request or take advantage of from time to time. Other than where the Customer is participating in a Trial in accordance with clause 1.6 or taking Implementation Services from Anna, the Customer may only access the Platform and the Services by paying the Fees.
6.2 Unless stated otherwise on the Platform or agreed by Anna in writing, the Fees shall be payable by the Customer at the beginning of each subscription term, in the manner as set out on the Platform.
6.3 All Fees are exclusive of VAT and all other taxes or duties, and are non-refundable for any reason, other than in accordance with clause 6.2.
7.1 The Customer may terminate the provision of the Services at any time by cancelling their subscription on the Platform.
7.2 The Storage Service shall continue after the date of termination of the Services until the Contract is terminated or until the Customer notifies Anna in writing that all data of the Customer is to be erased.
7.3 The Customer may terminate the Contract on the provision of written notice to Anna.
Anna shall not terminate the Contract less than 90 days after termination of the Services. Thereafter Anna may terminate the Contract at any time, without providing notice to the Customer.
7.4 Anna shall be entitled to suspend and/or terminate the Customer’s access and use of the Platform and/or all or part of the Services or the Storage Service:
7.4.1 if Anna’s network providers and suppliers cease providing Anna with their services;
7.4.2 if Anna believes that any applicable law has rendered any part of the Services unlawful; or
7.4.3 if Anna has reason to believe that the Customer has breached any of the provisions of these Terms.
7.5 Upon termination of the Customer’s Contract in accordance with this clause 7:
7.5.1 the Customer may no longer access or use the Services and the Platform;
7.5.2 in the event of termination by Anna that is not due to any breach by the Customer (including but not limited to any termination pursuant to clause 11.8 of these Terms), Anna shall refund to the Customer all fees paid in advance for Services not provided by Anna;
7.5.3 save as set out in the preceding sub-clause, Fees paid in advance by the Customer are non-refundable.
8.1 The Customer hereby warrants that (a) the Customer has the right and capacity to enter into and be bound by these Terms; and (b) the Customer shall comply with all applicable laws regarding the Customer’s use of the Services and the Platform; and (c) and the Customer agrees to abide by the rules and reasonable directions of Anna relating to the Platform as may be provided by Anna from time-to-time.
8.2 Anna warrants that the Services shall be provided with reasonable care and skill in the manner which would reasonably be expected from an experienced provider of similar services.
8.3 Anna relies on other service providers (such as network provider, data centres, telecommunication providers) to make the Services and the Platform available to the Customer. Whilst Anna takes all reasonable steps available to it to provide the Customer with a good level of service, Anna does not guarantee that such service shall be fault free or uninterrupted at all times. Anna therefore shall not be liable in any way for any losses the Customer may suffer as a result of delays or failures of the Services and Platform as a result of Anna’s service providers.
8.3 Except as expressly set out herein, to the maximum extent permitted by law, Anna expressly excludes all representations, warranties, obligations and liabilities in connection with the Services and the Platform, including but not limited to the warranties of merchantability, non-infringement of intellectual property, accuracy, completeness, fitness for a particular purpose, and any warranties arising by statute or otherwise in law or from course of dealing, course of performance, or use of trade are hereby excluded and disclaimed.
8.4 Anna may display or provide links or other interaction with third party Platforms and third party advertising banners on the Platform ("Third Party Platforms"). In particular, the Services may also provide the Customer with the opportunity to (i) connect and publish Openings and other Customer Information through Third Party Platforms (ii) engage in Shared Talent Pool related services on the Third Party Platforms and (iii) other third party services such as social and business networking sites. Use of any such Third Party Platforms and services shall be at the risk of the Customer and are not the responsibility of Anna. Anna accepts no liability for the availability, suitability, reliability or content of such third party Platforms and does not endorse the views expressed within them. All use of the Third Party Platforms is subject to the terms and conditions of the Third Party Platform provider.
9.1 Subject to clauses 9.2 and 9.3, the maximum aggregate liability of Anna (including its respective agents, sub-contractors or representatives) under, arising from or in connection with the provision of the Services and/or these Terms, whether arising in contract, tort (including negligence) or otherwise (including for contractual liability under any indemnity provided by Anna), shall not exceed a sum equivalent to the total Fees received by Anna for a period of twelve (12) months preceding the event giving rise to liability.
9.2 To the extent permitted by law, Anna expressly excludes:
9.2.1 all conditions, warranties and other terms whether expressed or which might otherwise be implied by statute or common law;
9.2.2 any liability for indirect or consequential loss which are losses incurred as a side effect of the main loss or damage;
9.2.3 loss of profit;
9.2.4 loss of income or revenue;
9.2.5 loss of business or contracts;
9.2.6 loss of data;
9.2.7 loss of goodwill and reputation;
9.2.8 loss of expectation;
9.2.9 loss of opportunity;
9.2.10 loss arising out of or in connection with wasted management or office time; or
9.2.11 arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to the Customer’s tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.
9.3 Nothing in these Terms shall serve to limit or exclude Anna’s liability for death or personal injury resulting from Anna’s negligence or any liability for fraudulent misrepresentation.
10.1 Anna and its licensors own all intellectual property rights relating to the Services and the Platform, including but not limited to all software forming part of the Platform ("Software"). Those works are protected by copyright laws and treaties around the world. Nothing in these Terms will serve to transfer from Anna to the Customer any of the Software or Platform, and all right, title and interest in and to the Software and the Platform will remain exclusively with Anna and/or Anna’s licensors. All rights in and to the Software and the Platform not expressly granted to the Customer are reserved by Anna and the relevant third party licensors.
10.2 The Customer may print off one copy and may download extracts of any pages from the Platform solely for use by the Customer and the Customer may draw the attention of other users to Submissions or materials posted on the Platform. The Customer must not use any part of the submissions of other users and all materials on the Platform for any purpose other than accessing the Platform or obtaining a benefit from the Services in accordance with these Terms.
10.3 The Customer shall not, and shall procure that Collaborators shall not: (i) modify, translate, create or attempt to create derivative copies of or copy the Software or the Platform in whole or in part; (ii) reverse engineer, decompile, disassemble or otherwise reduce the object code of the Software or the Platform to source code form; (iii) distribute, sub-license, assign, share, timeshare, sell, rent, lease, transmit, grant a security interest in or otherwise transfer the Software or the Platform or the Customer’s right to use the Software or the Platform.
10.4 The Customer warrants that the Customer owns or has the right or licence to use the intellectual property rights in the Customer Information, the Openings and all information and materials provided by the Customer to Anna.
10.5 The Customer hereby grants Anna, a perpetual, sub-licensable, worldwide, royalty- free licence to publish and make available on the Platform the Customer Information, Openings and all other information and material provided by the Customer to Anna in respect of the Services, for the purpose of providing the Services to the Customer.
10.6. The Customer hereby indemnifies Anna against all losses, liabilities, costs and expenses (including but not limited to legal costs) arising from or incurred by reason of any infringement of any intellectual property right by the use or possession of the Customer Information, Openings, and all other information and material provided by the Customer to Anna.
11.1 The Customer and Anna shall comply with all applicable data protection and privacy laws and regulations in the performance of its obligations set out under these Terms, including the EU General Data Protection Regulation 2016/679 (“ GDPR ”) (“ Data Protection Laws ”), in each case including all other successor legislation and regulation thereto.
11.2 Anna processes personal data (as such term is defined in the Data Protection Laws) which it collects as a data controller (as the term is defined in the Data Protection Laws) in the course of providing the Services. Where data is processed by Anna as a data controller, such processing is carried out in accordance with Anna’s Privacy and Cookies Notice. In respect of Candidate data, such processing is carried out in accordance with Anna’s Recruitment Privacy Notice Template. Anna processes such categories of personal data as are described in the above referenced Privacy Notices.
11.3 The Customer shall include words substantially similar to Anna’s Recruitment Privacy Notice Template , as well as all other provisions required for such Privacy Notice to comply with the Data Protection Laws.
11.4 For personal data which is processed by Anna as a data processor on the Customer’s behalf as part of the Services, Anna will:
11.4.1 act strictly in accordance with the Customer’s lawful and reasonable instructions (which may be received via the Customer’s use of the Services) unless applicable law requires otherwise, in which case Anna shall inform the Customer of that legal requirement before processing (unless that law prohibits such information on important grounds of public interest). Anna shall inform the Customer if it becomes aware of an instruction by the Customer that, in Anna’s opinion, infringes the Data Protection Laws.
11.4.2 ensure that its personnel that are authorised to process the personal data in connection with the provision of the Services, have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
11.4.3 implement appropriate technical and organisational security measures to protect the personal data in accordance with Data Protection Laws;
11.4.4 enable the Customer to access, rectify, erase, restrict and transmit the personal data processed by Anna;
11.4.5 if a data subject requests information from Anna concerning the processing of personal data by the Customer or a Collaborator, promptly forward the request to the Customer;
11.4.6 provide reasonable assistance to enable the Customer to comply with the Customer’s obligations under Data Protection Law, including using appropriate technical and organisational measures to assist the Customer in responding to data subject access requests;
11.4.7 make available to the Customer all information necessary to demonstrate compliance with the obligations set out in this clause 11, and allow for and contribute to audits, including inspections, conducted by or on behalf of the Customer or ensure that Anna and/or any sub-processor will conduct audits using external auditors at least once per year.
11.5 The Customer may delete or request in writing the deletion or return of all personal data on termination of the Services or at any time following termination of the Services. Where the Customer has not deleted the personal data prior to the termination of the Services, Anna may delete all personal data at any time after 90 days following the date of termination of the Services unless the otherwise required by applicable law.
11.6 Customer acknowledges and accepts that Candidates shall also have the right to withdraw their consent to the use of their personal data or information at any time and may request that Anna permanently delete all information and data held about that Candidate from Anna’s systems. In the event that a Candidate exercises its rights in this clause 11.6, Anna shall notify the Customer and the Customer shall promptly and permanently delete all information and data held about that Candidate from Anna’s systems. In the event that the Customer has not done so within a reasonable time, and has not notified Anna of any requirement of the Customer for Anna to retain the personal data, Anna reserves the right to remove such personal data and shall not be liable in any way for any loss or damage suffered by Customer arising from such Candidate exercising their rights.
11.7 Customer shall ensure that its collection and use of any personal data, accessed through the Platform or the Services, complies with the Data Protection Laws. The Customer hereby indemnifies Anna against all losses, liabilities, costs and expenses (including but not limited to legal costs) arising from or incurred by reason of the Customer’s failure to comply with this clause 11.7.
11.8 Customer hereby gives Anna a general consent to engage sub-processors to process the personal data of the Customer. Anna shall make details of its sub-processors available to the Customer on the Platform (a full list of Anna sub - processors can be found here). Where Anna intends to add a new sub-processor it shall make details of such new sub-processor available on the Platform at least 30 days (“Sub-processor Notice Period”) before transferring any personal data to a new sub-processor. Customer shall notify Anna during the Sub-processor Notice Period if it objects to the new sub-processor. If the Customer does not object to the sub-processor during the Sub-processor Notice Period, the Customer shall be deemed to have accepted the sub-processor. If the Customer has raised a reasonable objection to the new sub-processor, and the parties have failed to agree on a solution within the Sub-Processor Notice Period time, the Customer shall have the right to terminate the Contract (including the Services and all Storage Services). During the Sub-Processor Notice Period, Anna shall not transfer any personal data to the sub-processor.
11.9 Anna shall enter into appropriate written agreements with all of its sub-processors on terms substantially similar to this clause 11, including without limitation the Customer’s right to conduct audits at the sub-processor, or ensure that the sub-processor will conduct audits using external auditors at least once per year. Anna shall remain fully liable to the Customer for the performance or non-performance of the sub-processor’s obligations.
11.10 Where the Customer elects to engage one or more of the Marketplace Partners, the parties agree that such Marketplace Partner is data processor of the Customer, supplying its products and services directly to the Customer. Marketplace Partners are not sub-processors of Anna.
11.11 Where the Customer uses a Marketplace Partner’s services the Customer hereby acknowledges and agrees that personal data may be passed between Anna and the Marketplace Partner. It is the Customer’s express instruction that Anna so provide such personal data to the Marketplace Partner.
11.12 Where Anna receives personal data from one or more Marketplace Partners in respect of which Anna reasonably believes that the Customer is the data controller, the Customer hereby instructs Anna to process such personal data on the Customer’s behalf.
12.1 If Anna fails at any time to insist upon strict performance of its obligations under these Terms, or if it fails to exercise any of the rights or remedies to which it is entitled to under these Terms, this will not constitute a waiver of any such rights or remedies and shall not relieve the Customer from compliance with such obligations. No waiver by Anna of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to the Customer in writing.
12.2 All notification and communication to Anna should be sent to the contact details made available to the Customer on the Platform.
12.3 If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent, be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
12.4 The Customer acknowledges that in entering into these Terms, the Customer has not relied on any representations, undertaking or promise given by or implied from anything said or written whether on the Platform, the Internet or in negotiation between the parties except as expressly set out in these Terms.
12.5 The Customer agrees that Anna may identify the Customer as a user of the Software and use Customer's trademark and/or logo (i) in sales presentations, promotional/marketing materials and communications, and press releases, and (ii) in order to develop a brief customer profile for use by Anna on Anna's Platform for promotional purpose.
12.6 Anna reserves the right to modify these Terms at any time. Any changes Anna may make to this document in the future will be notified and made available to the Customer using the Platform.
12.7 This Contract shall commence on the Effective Date as specified in the associated price quote and continue for the duration of your subscription length. The term of this Contract shall thereafter renew on each anniversary of the Effective Date for successive terms of one (1) year, unless the Customer notifies Anna in writing at least 30 days prior to the anniversary of its intention to not renew the Services. This statement applies to subscriptions with a subscription length of a year or more.
12.8 These Terms shall be governed by and construed in accordance with Danish law and shall be subject to the exclusive jurisdiction of Danish courts.
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