Standard Terms & Conditions

Ikræfttrædelse 14-03-2023

DEFINITIONS, APPLICATION, AND SCOPE
1. These General Terms and Conditions (“GTC”) apply to all orders, contracts, and purchases of Talenthub’s services.
2. “Agreement” shall mean these GTC’s, including any amendments, supplements, and annexes.
3. “Anonymised Data” shall mean that all identifiers have been irreversibly removed and data subjects are no longer identifiable in any way.
4. “Authorised Users” shall mean employees, contractors, or consultants of the customer.
5. “Confidential Information” shall mean any business, commercial, technical, research, developmental, performance, operating, or process information which a Party gets access to or receives under this Agreement
6. “Customer” shall mean the company who is purchasing Talenthub’s service(s).
7. “Customer Data” shall mean Customer’s user data and all data received from candidate replies.
8. “Effective Date!” shall mean the on which the Order Form is signed and the collaboration begins.
9. “Order Form” shall mean a separate document in which Customer agrees to purchase Supplier’s services.
10. “Professional Services” shall mean professional or technical expertise provided by the supplier to the customer.
11. “Services” shall mean the services covered under this Agreement and provided by Supplier.
12. “Supplier” shall mean Talenthub who is providing the service(s) under this Agreement to Customer.
13. “Support Services” shall mean any help, support installation, or assistance given by Supplier to Customer under the implementation and during the subscription.
14. “System” shall mean the online platform provided by Supplier via business.talenthub.io.
15. Customer and Supplier shall under this Agreement individually also be called “Party” and collectively “Parties”.
SUBSCRIPTION TERMS
1. The Parties are entering into this Agreement, the Order Form, the Professional Services terms in Annex A and Service Level Agreement in Annex B.
PROVISIONS OF SYSTEM AND SERVICES
1. Subject to payment by Customer of the Charges (as defined below in section 6.1), Supplier shall, during the subscription (as may be extended in accordance with this Agreement) (the “Subscription Term”), and in accordance with this Agreement: (a) provide Customer with a nonexclusive, non-transferable, non-sublicensable, revocable, royalty-free licence to permit the Authorised Users to access and use the System during the Subscription Term in accordance with the terms of this Agreement and solely for Customer’s internal business operations, (b) perform the SupportServices for Customer during the support hours and to the service availability levels specified in this Agreement, and (c) perform the Professional Services in accordance with this Agreement and the Professional Services Annex A.
2. Customer shall designate the Authorised Users, who will only be employees and contractors of Customer and Customer affiliates and shall procure that only one individual uses each Authorised User account and accounts are not shared.
3. Supplier shall make the System available, excluding the following excused outages: (a) planned downtime, where Supplier has given a minimum of one-hour advance notice (as per Annex B, 5.1), and Supplier will give longer notice where reasonably possible, (b) unscheduled maintenance in the case of actual or anticipated emergency, and (c) unavailability for reasons beyond Supplier’s reasonable control.
4. Supplier shall, to the extent required for the provision of Services under this Agreement: (a) perform the Services in accordance with this Agreement and with utmost skill and care, (b) comply with applicable laws and regulations, and (c) maintain any licences and consents that are needed to provide the Services and the System.
5. Supplier shall use best efforts to promptly correct any material non-conformance of the System. However, Supplier will not be liable for: (a) the System or Services to the extent damage is caused by these being used contrary to Supplier’s instructions or this Agreement, or (b) Customer’s connection to the System over the internet.
6. The Supplier may modify the System if it does not materially reduce the functionality of the System (and may provide alternative features that have materially the same benefits as the previous feature).
7. Supplier may only use the name and logo of Customer for promotional and marketing purposes for the duration of this Agreement and only upon prior separate written approval from Customer.
8. By signing this Agreement Customer agrees that they may be chosen to participate in the beta testing of new features (or variations of features) to help Supplier develop the product for the customer's benefit. Customer will be informed in writing if they have been chosen to participate in the testing.
9. In the event that Customer does not wish to participate in beta testing, they can opt out of this by contacting their candidate experience specialist.
CUSTOMER DATA
1. Customer shall own any data or information uploaded by Customer and/or its Authorised Users into the System or provided by Customer to Supplier in connection with the Services. Customer shall be responsible for the content of Customer Data.
2. All Data is backed up at least once every 24 hours, and most of it is backed up continuously as changes are made. Furthermore, Company policy dictates that no files are stored physically on a PC Drive or similar, partially due to security risks, but also due to the risk of losing data. If there is any loss or damage to Customer Data due to a System error, then Supplier shall use best efforts to restore the lost or damaged Customer Data from the latest backup as its sole liability.
CUSTOMER’S OBLIGATIONS
1. Customer shall: (a) cooperate with Supplier and provide any necessary information, as required to provide the Services, (b) comply with laws applicable to this Agreement and maintain any consents to allow the use of Customer Data in accordance with this Agreement, (c) procure that the Authorised Users keep their System passwords confidential, and (d) use reasonable efforts to prevent unauthorised access or use of the System (and if Customer is aware of unauthorised access or use, promptly notify Supplier).
2. Customer shall not (and Supplier may suspend Customer’s access to the System if any of the following occur, or Supplier reasonably believes any of the following has occurred): (a) access, store, distribute or transmit any viruses or any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, discriminatory or offensive, (b) except as expressly permitted under this Agreement or allowed by any applicable law that is incapable of exclusion: (i) copy, modify, duplicate, republish, download, display, transmit, or distribute any portion of the System, or (ii) decompile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any part of the System, (c) use the System or Services to provide services to third parties or build a product or service which competes with the System or Services, (d) subvert any security restrictions imposed by Supplier, including attempting to obtain, or assist others in obtaining, access to the System, other than as permitted under this Agreement.
CHARGES AND PAYMENT
1. Customer shall pay Supplier the subscription charges as specified in the Order Form for Customer’s use of the System and the Services (the “Charges”). The Charges are non-cancellable and non-refundable (except if Customer terminates this Agreement for Supplier material breach, in which case Supplier will refund any prepaid fees covering the remainder of the then-current Subscription Term). Customer shall pay the Charges in the Order Form after receiving Supplier’s invoice.
2. Subscription Charges shall be invoiced on the Effective Date for the initial Subscription Term and on or around the beginning of each subsequent minimum renewal period of 12 months (“Renewal Periods”) in advance thereafter (or in accordance with the Order Form). Professional Services fees shall be invoiced in accordance with this Agreement.
3. The Charges are exclusive of value-added, sales, use or withholding, or equivalent taxes in any jurisdiction (together, the “Taxes”), which if payable, will be additionally payable by Customer at the appropriate rate. Customer shall be responsible for, and will not withhold or deduct, any applicable Taxes on the Charges.
4. If Supplier has not received payment within the days stipulated in the order form after receipt of an invoice and has contacted (or attempted to contact) Customer both by email and by telephone referring to its rights of suspension, then: (a) Supplier may disable Customer's access to the System and suspend the Services, and (b) interest shall accrue on a daily basis at an annual rate equal to 1,5% until actual payment of the overdue amount, whether before or after actual judgement. If a Charge is thirty (30) days or more overdue, then Customer shall reimburse Supplier for Supplier’s reasonable costs incurred in the collection of the overdue amount from Customer, provided that the Charge is not disputed by Customer in good faith.
5. Supplier may adjust the Charges at the start of each Renewal Period by giving not less than 90 days prior written notice to Customer. Adjustment is made every term and is assessed by measuring the use of service in the past 365 days.
PROPRIETARY RIGHTS
1. Supplier shall have a non-exclusive, royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual licence to use or incorporate into the System and Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its Authorised Users relating to the operation of the System and Services.
2. Nothing in this Agreement will be deemed to transfer any intellectual property rights between the parties. Customer may use the System by viewing it in a browser or printing out copies for Customer’s use, but Supplier reserves all other rights.
3. Customer grants Supplier a non-exclusive licence to use Customer Data for the purposes of providing the System and Services in accordance with and for the duration of this Agreement.
CONFIDENTIALITY
1. The Parties shall each: (a) keep confidential, (b) only use for the purposes of this Agreement, and (c) only disclose in confidence to the recipient’s employees, contractors and advisors who need to know and who are subject to confidentiality obligations equivalent to those of this Agreement, the Confidential Information of the other Party received in connection with this Agreement, unless the Confidential Information (i) has become public knowledge otherwise than through a breach of this section, (ii) can reasonably be shown to have been known by the recipient before being received from the discloser, (iii) was obtained by a third Party that had not breached a duty of confidentiality, or (iv) is required to be disclosed by law or a Party’s regulatory body. Upon termination of this Agreement each Party shall on request promptly return or delete the confidential information of the other Party.
2. Each Party shall be responsible for enforcing the confidentiality of the Confidential Information received under this Agreement against all of its agents, directors, employees, consultants or other representatives, and former agents, directors, employees, consultants or other representatives by all appropriate legal measures.
3. The duty of confidentiality and the prohibition against the use of Confidential Information shall apply for the entire term of the Agreement, and for a period of five (5) years after the expiration or termination of the Agreement.
INDEMNITY
1. Supplier shall defend and indemnify Customer and Customer affiliates, from and against:
  1. any claim brought by a third party that the Services or System infringes any patent effective as of the Effective Date, copyright, trademark, database right or right of confidentiality, and shall indemnify Customer and Customer affiliates for any amounts awarded against Customer or Customer Affiliates in judgement or settlement of any such infringement claims, and
  2. ny third party or regulatory claims, actions, proceedings, or fines and for any related losses, damages, expenses, and costs, to the extent arising out of or in connection with any material breach by Supplier of the Data Processing Agreement.
2. Customer shall defend and indemnify Supplier and Supplier affiliates, from and against:
  1. any claims, actions, proceedings, losses, damages expenses and costs arising in connection with the misuse or otherwise improper use of the System in breach of this Agreement by Customer or by any person under the control of Customer or any Customer Affiliate, and
  2. any third party or regulatory claims, actions, proceedings, or fines, and for any related losses, damages, expenses, and costs, to the extent arising out of or in connection with any material breach by Customer of the Data Processing Agreement.
3. Section 9.1 and 9.2 are subject to:
  1. the indemnifying Party being given prompt notice of any matter for which indemnified Party wishes to be indemnified.
  2. the indemnified Party providing reasonable cooperation in the defence and settlement of the relevant claim, at the indemnifying Party's expense; and
  3. the indemnifying Party being given sole authority to defend or settle the relevant claim, provided that no settlement shall be made which prejudices the indemnified Party’s rights or imposes any obligations on it without its prior written approval (such approval not to be unreasonably withheld or delayed).
4. In the defence or settlement of any third-party claim, Supplier may procure the right for Customer to continue using the System, replace or modify the System so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Agreement on two business days' notice to Customer without any additional liability.
5. Supplier will not be liable to Customer to the extent that an alleged infringement is based on:
  1. a modification of the Services by anyone other than Supplier or its subcontractors or any person under the control of Supplier;
  2. Customer's use of the Services in a manner contrary to the instructions given by Supplier; or
  3. Customer's use of the Services after notice of the alleged infringement.
6. The foregoing states Customer's sole and exclusive rights and remedies, and Supplier’s entire obligations and liability, for infringement of any intellectual property right.
7. Each Party shall make reasonable efforts to mitigate any loss, damage, or liability it may suffer or incur as a result of a breach by the other Party of this Agreement or in respect of which it seeks indemnification from the other Party under this Agreement.
LIMITATIONS AND LIABILITY
1. Except as expressly and specifically provided in this Agreement and to the fullest extent permitted by applicable law:
2. Supplier shall have no liability for the correctness and completeness of the information provided by the Customer.
3. the Services are provided to Customer on an "as is" basis.
4. Liability cap:
  1. the total and aggregate liability of (a) Supplier and (b) Customer, in each case whether in contract, tort (including for negligence), breach of statutory duty or otherwise, arising under or in connection with this Agreement shall be limited to 125% of the total subscription fees paid or payable for the Authorised Users during the 24 months immediately preceding the date on which the claim arose.
5. Neither Party shall be liable to the other Party in contract, tort or otherwise (including negligence) for any indirect, consequential, punitive, or special damages, including but not limited, to loss of profits, loss of revenue, loss of use of revenue, loss of use of the products, loss of time or inconvenience, even if the Party has been advised of the possibility of such damages.
6. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT OR OF ANY OTHER CONTRACT, THESE PROVISIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, REGARDLESS OF FAULT.
TERM AND TERMINATION
1. This Agreement shall commence on the Effective Date and continue for the initial Subscription Term and for successive Renewal Periods thereafter unless (a) either Party notifies the other of its intention to terminate the collaboration or (b) otherwise terminates in accordance with this section.
  1. Termination of the collaboration must be notified in writing and no later than 60 days before the end of the then current subscription term in progress.
2. Either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if the other Party:
  1. fails to pay any amount due under this Agreement and remains in default not less than 30 days after being notified in writing to make such payment;
  2. commits a material breach of any other term of this Agreement which breach is irremediable or (if remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so: or
  3. the other Party is subject to any of the following events (or any event analogous to any of the following in a jurisdiction other than Denmark) in relation to the relevant entity: becomes insolvent, enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt, or becomes unable to pay its debts or suspends or ceases, or threatens to suspend or cease, all or a substantial part of its business.
3. On termination of this Agreement for any reason: (a) Customer shall cease using the System, (b) each Party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other Party, (c) without prejudice to Supplier’s rights in respect of Anonymised Data, Supplier shall delete Customer Data within 90 days of the termination of this Agreement (unless otherwise requested by Customer to delete sooner), provided that Customer Data contained on backup copies of Supplier’s databases shall not be deleted for up to 180 days from the date of termination, upon expiry of the then-current backup, and Customer shall be entitled to export aggregated Customer Data via the data export functionality within the System, and (d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination shall not be affected.
  1. Upon termination by either Party, Customer has access to customer data for 30 days for the purpose of extracting and downloading customer data via the export functionality within the System.
4. Any provision of this Agreement that expressly or by implication is intended to operate after the expiration or termination of this Agreement shall remain in full force and effect.
GENERAL
1. Except in relation to Customer’s obligation to pay the Charges, neither Party shall have any liability for none or delayed performance by unforeseeable events beyond its reasonable control, provided that the other Party is notified of such event and its expected duration, and such affected Party uses reasonable endeavours to mitigate its effect. If a Party is prevented due to any such events from substantially performing its obligations under this Agreement for a period more than 30 consecutive days, then the other Party may terminate this Agreement on 30 days' written notice.
2. No variation of this Agreement shall be effective unless it is in writing and signed by the parties' authorised representatives.
3. No failure or delay by a Party to exercise any right or remedy shall constitute a waiver of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
4. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to any rights or remedies provided by law.
5. If any provision of this Agreement is found to be invalid, unenforceable, or illegal, the other provisions shall remain in force. If any provision would be valid, enforceable, or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
6. This Agreement constitutes the entire Agreement between the parties and supersedes all previous Agreement (written) relating to its subject matter.
7. Each Party acknowledges that it does not rely on, and shall have no remedies in respect of, any statement not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
8. This Agreement may not be assigned or transferred by either Party without the prior written approval of the other but may be assigned or transferred by either Party without the other’s consent to (a) a parent or subsidiary, (b) an acquirer of all or substantially all of its assets, or (c) a successor by merger.
  1. Where proper notice has been given the Customer shall in case of (b) or (c) have the possibility to terminate extraordinary, in cases for instance where Supplier is bought, acquired or controlled by a direct competitor to Customer.
9. Nothing in this Agreement shall create a partnership between the parties or authorise either Party to act as an agent on behalf of the other.
10. This Agreement does not confer any rights on any third person or third party.
11. Any notice under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other Party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes or sent by email to the other Party's email address as set out in this Agreement. A notice delivered by hand shall be deemed received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed received at the time of transmission.
12. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Danish law and subject to the exclusive jurisdiction of the Danish courts.

ANNEX A - PROFESSIONAL SERVICES

This Annex will also apply to any services to be provided under this Agreement and will form part of the Agreement entered into by the parties. Professional Services will be deemed to be Services.

PROFESSIONAL SERVICES
1. Supplier shall provide the Professional Services to Customer as set out according to any specifications provided by Supplier, subject to Customer’s payment of the applicable Charges. Any changes to the Professional Services will be subject to a change order being signed by the parties before the change is implemented. Supplier shall use reasonable efforts to deliver the Professional Services by any specified delivery dates but such dates are estimates.
2. The use of the System shall be governed by the Agreement and not this Annex and Customer’s right to use the System will be subject to this Agreement. The purchase of Professional Services is not dependent on the delivery of any future functionality or features in the System.
3. Customer shall reasonably cooperate and assist Supplier in relation to the Professional Services, including: (a) allocating sufficient resources and promptly performing any tasks reasonably necessary to enable Supplier to perform the Professional Services, (b) promptly providing any necessary information, documentation, equipment or other materials, and (c) informing Supplier in advance of any applicable security or health and safety rules that apply to any site visits. Supplier shall not be liable for any delay or failure in performing the Professional Services as a result of Customer failing to provide such cooperation and assistance and may charge Customer for additional resulting costs that it incurs in performing the Professional Services.
4. Customer shall notify Supplier of any failure of the Professional Services to comply with this Agreement within 30 days of completion. Supplier shall either reperform or otherwise remedy the Professional Services or refund the Charges for the deficient part of the Professional Services.
INTELLECTUAL PROPERTY RIGHTS
1. Subject to payment of the Charges, Supplier hereby grants Customer a non-exclusive, perpetual, sublicensable right to use the deliverables (if applicable) for Customer’s internal business purposes.
CHARGES AND PAYMENT
1. Customer shall pay the Charges specified in the Order Form.

Annex B – Service Level Agreement

AGREEMENT OVERVIEW

The Agreement overview includes four components:
a) SLA introduction
b) Definitions, conventions, acronyms, and abbreviations (a glossary)
c) Purpose
d) Contractual parameters
SLA introduction
1. This Talenthub Service Level Agreement ("SLA") between Talenthub.io. ("Talenthub", “Supplier”, "us" or "we") and users of the Talenthub Services (“Customer”, “Purchaser”, "you") govern the use of the Talenthub Services under the provisions of the Talenthub GTC’s.
  
  Unless otherwise provided herein, this SLA is subject to the provisions of this Agreement.

Term	Description
SLA	Service Level Agreement
Accuracy	Degree of conformance between a result specification and standard value
IT Operations Department / Service Desk	A unit of Customer responsible for internal IT Operations
Maintenance	Scheduled unavailability of the Talenthub Services, as announced by us prior to the Talenthub Services becoming unavailable.
Monthly Uptime Percentage	Is calculated by subtracting from 100% the percentage of minutes in which the Talenthub Services were unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly from SLA Exclusions.
Service Compensation	Means a credit denominated in Euros (EUR/€) calculated as set forth below, that we may credit back to an eligible account.
Timeliness	The characteristics representing the performance of an action that leaves sufficient time remaining to maintain SLA service expectations.
Unavailable and unavailability	For services, when your services or database is not running or not reachable due to Talenthub’s fault.

Purpose
1. The purpose of this SLA is to specify the requirements of the SaaS service as defined herein with regards to:
  ⋅ Requirements for SaaS service that will be provisioned to Customer
  ⋅ Service targets
  ⋅ Criteria for target fulfilment evaluation
  ⋅ Roles and responsibilities of Talenthub
  ⋅ Duration, Scope and Renewal of this SLA
  ⋅ Supporting processes, limitations, exclusions and deviations.
Contractual parameters
1. This section specifies the contractual parameters of this Agreement:
  ⋅ This SLA is an appendix to GTC’s. As per GTC’s, Talenthub and Customer have signed an annually recurring agreement, which means this SLA is terminated at the same time as the Agreement and with the same terms. This SLA is valid until further notice and/or until the next review.
  ⋅ In case of SLA reviews, the Customer will be informed about the review and from what date the reviewed SLA version is valid, whereby the Customer then has the option to terminate the Agreement early, should the new SLA be reasonably inadequate for the Customer.
  ⋅ In such cases where Customer wants to terminate the recurring agreement, Customer is to inform Talenthub no later than 14 days after the SLA review, by evoking Customer’s right to early termination by emailing Talenthub with the subject line “Evoking SLA Review Early Termination”.

Service agreement
1. This section includes a variety of components and subsections into the following components:
  ⋅ Service levels
  ⋅ Service response
  ⋅ Exceptions and limitations
  ⋅ Responses and responsibilities
  ⋅ Service Management
  ⋅ Maintenance and Service window(s)
  ⋅ Service Commitments and Service Compensation
2. Service levels
  1. In order to avoid intermittent and transient fluctuations, a downtime period may begin after observing one to five consecutive minutes of downtime and end when services are restored. Furthermore, downtime must affect a significant number of requests or core functionality to qualify as a Service Outage.
    1. Talenthub shall provide the Services during the recurring term of this Agreement, on a 24 hours a day, 365 days a year basis, according to the Service Levels in this SLA. Customer is understanding, that the Talenthub Services may have periods of unavailability, inaccessibility or otherwise inoperable for reasons including, but not limited to:
      ⋅ Hardware equipment malfunctions
      ⋅ Up-front communicated periodic maintenance procedures or service windows
      ⋅ Reasons caused or not foreseeable beyond the control of Talenthub, including, but not limited to, documented downtime with Amazon Web Services (“AWS”), interruption or failure of telecommunication or digital transmission links, delays or failures due to Customer’s Internet access connections, hostile network attacks, network congestion or other Force Majeure Events (elaborated in 2.4. Exceptions and Limitations)
      
      Customer confirms that Talenthub is not responsible for or has no control over any aspects of the Customer’s Internet connection, speed, data transmission systems or other 3rd party vendors, suppliers or partners.
      
      Talenthub’s service targets and commitments are directly related to Talenthub’s Infrastructure & Cloud Provider (AWS), which by the date of this SLA guarantees a Service with an uptime of 99,00%. It is furthermore understood that Talenthub is never responsible for providing higher service target levels than what AWS at any point in time is servicing.
      
      Talenthub does not commit to making services available, should one or more of the following conditions take effect, thus unavailability due to these is not included when calculating potential downtime:
      1. Any events occurring within Customer’s own control, acquired third-party or partners, network or internet connection, or due to incompatibility between Customer’s it and Talenthub’s ditto
      2. Maintenance and/or Service window(s)
3. Service level rankings and responses
  1. Below is how Talenthub assesses the level of severity and targets responses accordingly:
4. Exceptions and limitations
  ⋅ In no way are Talenthub responsible for downtime, thus not breaching this SLA, if the downtime is caused by factors outside of Talenthub’s reasonable control, including any force majeure event, Internet access, problems beyond the demarcation point of the Talenthub network, acts of the government or public authorities, or strikes.
  ⋅ That results from any actions or inactions of Customer or any third party
  ⋅ That results from the equipment, software or other technology of Customer or any third party (other than third- party equipment within Talenthub’s direct control)
  ⋅ That results from any Maintenance (See 5. Maintenance and Service window(s))
5. Responses and responsibilities
  1. Here are the defined responsibilities of both the service provider (Talenthub) and the Customer.
    Customer responsibilities and obligations:
    ⋅ Customer should provide all necessary information and assistance related to service performance that allows Talenthub to meet the performance standards as outlined in this document.
    ⋅ Customer shall inform Talenthub regarding changing business requirements that may necessitate a review, modification, or amendment of the SLA.
    ⋅ Should the Customer be planning to alter Customer’s ATS and/or IT system, the Customer is required to inform Talenthub in advance of such changes. Should the changes to the Customer’s ATS and/or IT system result in Talenthub’s services no longer working on Customer’s ATS and/or IT system, Talenthub is in no way responsible for such implications, and Talenthub cannot be held responsible for fixing the issue(s) at hand.
    ⋅ Reasonable availability of customer representative(s) when resolving a service-related incident or request.
    ⋅ Customer agrees to only one single point of contact (SPOC) with Talenthub, and Talenthub never communicated directly with end-users (regular employees at Customer and candidates/applicants).
    ⋅ In those cases, where the Services mentioned and listed in the enclosed offer/Agreement are integrated into the Customer’s Applicant Tracking System (ATS) or other IT-system, the Customer warrants at any time to meet the requirements regarding the ATS or IT system, in order to accommodate that Talenthub’s Services can be integrated into the Customer’s ATS and/or IT-system
    
    Talenthub responsibilities obligations:
    ⋅ Talenthub will act as a primary support provider of the services herein identified except when third-party vendors are employed who shall assume appropriate service support responsibilities accordingly.
    ⋅ Talenthub will inform Customer regarding scheduled and unscheduled service outages due to maintenance, troubleshooting, disruptions or as otherwise necessary.
6. Service assumptions
  1. Assumptions related to in-scope services and/or components include:
    ⋅ Changes to services - such as new features, functions and/or redesign - will be communicated and documented to the customers
    ⋅ At all times Talenthub has the prerogative to further develop and improve the Talenthub Services. This also includes changing third-party vendors such as hosting, cloud and infrastructure providers, or any other third- party vendor or service provider, which Talenthub is utilising to offer the Customer the Talenthub Services. Any such changes will be communicated in advance, and/but will not make the Customer eligible for termination of GTC’s or SLA.
Service commitments and service compensation
⋅ Should the Talenthub services not be available 99,00% of the time per month (as per 2.2. Service Levels), Talenthub commits to reimburse Customer a compensation of 5%, of 1/12 of the annual Agreement value, per 1% below 99,00% downtime per month.

Under no circumstances is Talenthub required to provide compensations greater than 80% of 1/12 the annual Agreement value relating to downtown per month in relation to the Talenthub services, except for instances of intent or gross negligence.
⋅ Should the Customer wish to invoke compensation reimbursement as per above, the Customer shall do so no later than 8 working days into the following month. If the deadline is not met, or the Customer does not invoke the right to compensation, the Customer automatically waives its right to compensation.
⋅ Compensation is invoked by emailing Talenthub with details about the assumed downtime and claiming compensation. Talenthub is then granted 30 days to investigate and calculate/confirm compensation before issuing a credit notum to the Customer.
⋅ If there are any disagreements between the Customer and Talenthub about downtime % and compensation amount, Talenthub is to provide detailed calculations of the downtime.
1. Sole remedy
  1. Unless otherwise provided in the GTC’s, the Customer’s sole and exclusive remedy for any unavailability, non- performance, or other failures by Talenthub to provide the Services is the receipt of a credit notum (if eligible) in accordance with the terms of this SLA.
Service management
1. Service management and support details applicable to the Talenthub Services
2. Support availability
  1. Service coverage by Talenthub as outlined in this Agreement follows the schedule specified below:
    ⋅ Talenthub support may be reached:
    ⋅ Chat-support service in office hours from 8:00 am (CET) to 5:00 pm (CET), Monday to Friday on all weekdays (Danish bank holidays and other public holidays excluded).
    Chat messages received outside of office hours will be collected, however, no action can be guaranteed until the next working day.
    ⋅ Email-support service in office hours from 8:00 am (CET) to 5:00 pm (CET), Monday to Friday on all weekdays (Danish bank holidays and other public holidays excluded).
    Emails received outside of office hours will be collected, however, no action can be guaranteed until the next working day.
Maintenance and service windows
1. As per default, all future maintenance and service windows are included in the service level, as long as they are notified no less than 1 hour prior to the window
  ⋅ In cases of a service level ranking of 2 or higher (see 2.3), Talenthub may announce service windows 10 minutes in advance
  ⋅ In cases where we expect >15 minutes of downtime, we will communicate
  ⋅ 24 hours in advance
  
  Service windows are communicated inside the Talenthub Dashboard.

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Standard Terms & Conditions

ANNEX A - PROFESSIONAL SERVICES

Annex B – Service Level Agreement