(A) Develop Diverse provides a unique system as a Service solution for automating the process of making inclusive job descriptions by providing a spell-checker for non-inclusive wording that proposes inclusive alternatives (the “System”).
(B) The parties are entering into this agreement (which includes the data processing agreement in Annex 1) and one or more order forms (the “Order Forms”). The Order Forms will form part of this agreement and specify: (1) the product plan applying to Customer’s use of the System, which will determine: (a) the functionality that will be made available to Customer by the System, and (b) the System support services to be performed by Develop Diverse (the “Support Services”); (2) any professional services to be performed by Develop Diverse (the “Professional Services” and together with the System and the Support Services, the “Services”); (3) the maximum number of users of Customer and any Customer affiliates specified in the Order Form (“Permitted Affiliates”) that may be designated by Customer to access the System (“Authorised Users”); and (4) the maximum number of job ads the Customer can analyse through the System.
The parties therefore agree as follows:
1. PROVISION OF SERVICES AND LICENSE TO USE THE SYSTEM
1.1 Develop Diverse shall, during the subscription term specified in the Order Form (as may be extended in accordance with this agreement) (the “Subscription Agreement”), and in accordance with this agreement: (a) provide the Authorised Users with access to and use of the System, (b) perform the Support Services for Customer during the support hours and to the service levels specified in the Order Form. Develop Diverse grants to the Customer a non-exclusive, non-assignable, non-transferable, non-sublicensable limited right to access and use the System for its internal business operations and in accordance with this agreement and shall use the System in accordance with the Documentation.
1.2 Customer shall designate the Authorised Users, who will only be employees, up to the maximum number specified in the Order Form, and shall procure that only one individual uses each Authorised User account and accounts are not shared. If Customer wishes to procure additional Authorised User accounts above the maximum it shall execute an additional Order Form. The additional Authorised Users shall be coterminous with the pre-existing Subscription Term and Customer shall pay additional “Subscription Fees”, as specified in the Order Form, for the users at the rate specified in the Order Form, pro-rated from the date of activation to the end of the current Subscription Term. Develop Diverse shall invoice the additional Subscription Fees at the end of the quarter in which activation occurred. Customer shall procure that the Permitted Affiliates and the Authorised Users comply with this agreement. Customer may designate different user accounts for its Authorised Users at any time without notice to Develop Diverse and free of charge as long as the permitted number of Authorised Users is not exceeded. As part of the registration process, the Customer shall identify an administrative user-name and password for the Customer’s company account. Develop Diverse reserves the right to refuse registration of, or cancel passwords it deems inappropriate in which case it shall promptly notify the Customer. The Customer is responsible and liable for the Authorised Users’ compliance with this Agreement. The Customer shall ensure that the Authorised Users keep their system passwords confidential, and shall use reasonable efforts to prevent unauthorised access or use of the System and if Customer become aware of unauthorised access or use, promptly notify Develop Diverse. The Customer may use the Services only in accordance with this Agreement and applicable laws.
1.3 Develop Diverse shall use reasonable efforts to make the System available all the time, excluding the following excused outages: (a) scheduled maintenance outside 9am to 5pm on Danish business days (“Business Hours” and “Business Days” respectively) where Develop Diverse has given at least four hours’ notice during Business Hours, and Develop Diverse will give longer notice where reasonably possible by email (b) unscheduled maintenance in the case of actual or anticipated emergency, and (c) unavailability for reasons beyond Develop Diverse reasonable control.
1.4 Develop Diverse will use commercially reasonable efforts consistent with prevailing industry standards to maintain the System and access thereto in a manner which minimizes errors and interruptions in Services and will perform Services in a professional manner. The System may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Develop Diverse or by third-party providers, or because of other causes beyond Develop Diverse’s reasonable control. Develop Diverse shall use reasonable efforts to provide advance notice in writing of any scheduled service disruption. However, Develop Diverse does not warrant that Services will be uninterrupted or error free; nor does it make any warranty as to THE RESULTS THAT MAY BE OBTAINED FROM USE OF SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND Develop Diverse DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
1.5 Develop Diverse is authorized to use the name and logo of the Customer for promotional and marketing purposes including on Develop Diverse social media. The Customer agrees to submit a testimonial to Develop Diverse, and agrees that it may be published together with the name and logo of the Customer for promotional and marketing purposes including on Develop Diverse social media. The Customer agrees to be the advocate of Develop Diverse if the Customer is satisfied with the results of the pilot – considering satisfactory results at least a 20% increase of diverse applicants to their job postings in this pilot study. This implies that the Customer agrees to speak in industrial events about their positive results using the System within the next 6 months of the invoice payment.
2. RESTRICTIONS ON USE AND CUSTOMER’S OBLIGATIONS
2.1 In no event, may the Customer, directly or indirectly, disassemble, decompile, or reverse engineer the System or Confidential Information (as defined herein) or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the System) or permit others to do so. Disassembling, decompiling, and reverse engineering include, without limitation: (i) converting the System from a machine-readable form into a human-readable form; (ii) disassembling or decompiling the System by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof; (iii) examining the machine-readable object code that controls the System’s operation and creating the original source code or any approximation thereof by, for example; or (iv) performing any other activity related to the System that could be construed to be reverse engineering, disassembling, or decompiling. To the extent any such activity may be permitted pursuant to written agreement, the results thereof will be deemed Confidential Information subject to the requirements of this Agreement. Customer may use Develop Diverse Confidential Information solely in connection with the System and pursuant to this Agreement. Furthermore, the Customer may not modify, translate, or create derivative works based the System (except to the extent expressly permitted by Develop Diverse or authorized within the System); use the System for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
2.2 Customer is responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use Services, including, without limitation, modems, hardware, servers, system, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer is also responsible for maintaining the security of Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or Equipment with or without Customer’s knowledge or consent.
2.3 Customer agrees to share with Develop Diverse the results obtained from using the System. The results shall include the applicants’ demographics data in bulk for the individual inclusive job ads, as for example 1) total number of applicants and qualified applicants 2) gender, nationality and age of total applicants and qualified applicants. Customer may provide this as a csv file from their ATS system.
3. CUSTOMER DATA
3.1 The Customer shall own all right, title and interest in and to any data or information uploaded by Customer and/or its Authorised Users into the System or provided by Customer to Develop Diverse in connection with the Services (“Customer Data”), as well as the data based on or derived from Customer Data and provided to Customer as part of Services, however, limited to the following data: applicants profile data and job descriptions. Customer warrants that it has the necessary rights to the Customer Data to allow Develop Diverse to process the Customer Data as contemplated by the Agreement. Customer shall be responsible for the content of the Customer Data.
3.2 The Customer authorises Develop Diverse to store and analyse data and other information relating to the provision, use and performance of various aspects of Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Develop Diverse will be free (during and after the term hereof) to (i) use such information and data to improve and enhance Services and for other development, diagnostic and corrective purposes in connection with Services and other Develop Diverse offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
3.3 If there is any loss or damage to Customer Data due to a System error, then Develop Diverse shall use reasonable efforts to restore the lost or damaged Customer Data from the latest back-up as its sole liability. Develop Diverse shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any party other than Develop Diverse or its subcontractors.
4. FEES AND PAYMENT
4.1 Customer shall pay Develop Diverse the fees specified in the Order Form for Customer’s use of the System during the Subscription Term and for the Additional Services (the “Fees”). Unless otherwise stated in the Order Form, the Fees are (a) stated in EUR, (b) exclusive of value added tax, if applicable, and (c) are non-cancellable and non-refundable (except if the Services are terminated by Customer due to Develop Diverse’s material breach that is not cured within 30 Business Days, in which case Develop Diverse shall refund any prepaid service fees covering the remainder of any then-current Subscription Term).
4.2 Subscription Fees shall be invoiced on or around the “Effective Date” for the initial Subscription Term (each as specified in the Order Form) and at the beginning of each subsequent renewal period (as specified in the Order Form) (“Renewal Periods”) in advance thereafter (or in accordance with section 1.2). Professional Services fees shall be invoiced in accordance with the Order Form.
4.3 If Develop Diverse has not received payment within 30 days of 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) Develop Diverse 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 3% over the then current base lending rate of Develop Diverse’s bankers in the DK. If a Charge is 30 days or more overdue, then Customer shall reimburse Develop Diverse for Develop Diverse’s reasonable costs incurred in the collection of the overdue amount from Customer.
4.4 Develop Diverse reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of Subscription Term, if applicable, or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Develop Diverse has billed Customer incorrectly, Customer must contact Develop Diverse as soon as possible and no later than 14 days after the mailing date of the invoice in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Develop Diverse’s customer support department.
4.5 Customer shall reimburse Develop Diverse for any transaction fees that may be incurred by Develop Diverse in connection with payments of the Fees due from the Customer’s bank. Customer shall be responsible for, and not withhold or deduct, any taxes on the Fees.
4.6 The Customer may suspend payment of any disputed invoice or part hereof, until such dispute has been resolved. The Customer cannot dispute an invoice issues in accordance with an approved quote by Develop Diverse. Payment of invoices that are disputed partially may be withheld only as regards the disputed amount. Any undisputed amounts shall be paid as appearing on the invoice.
4.7 Additionally, in case Develop Diverse has been unable to fix or correct any material errors or defects in the Services of which the Customer has notified Develop Diverse in writing within 15 Business Days, the Customer shall be entitled to an extension of the Subscription Term, at no extra cost, for such number of days which the Services were unavailable due to material errors.
5. PROPRIETARY RIGHTS
5.1 Develop Diverse owns and retain all right, title and interest in and to (a) the System, including, but not limited to, patents, patent applications, copyright and trademark rights and all improvements, enhancements or modifications thereto, (b) any system, applications, inventions or other technology developed in connection with the Services and (c) all other materials provided to the Customer such as user performance reports, job performance reports and free video tutorials (“Documentation”).
5.2 Unless otherwise expressly agreed in writing, all suggestions, solutions, improvements, corrections, and other contributions provided by Customer regarding the System, the Professional Services and/or the Documentation provided to Customer are owned exclusively by Develop Diverse, and Customer hereby agrees to assign any such rights to Develop Diverse. Nothing in this Agreement will preclude Develop Diverse from using in any manner or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by Develop Diverse in the performance of services hereunder.
6.1 Each party (“Receiving Party”) understands that the other party (“Disclosing Party”) has disclosed or may disclose various confidential information (hereinafter referred to as “Confidential Information”). Confidential Information of the Customer includes, without limitation, non-public data provided by Customer to Develop Diverse to enable the provision of Services (“Customer Data”). Confidential Information of Develop Diverse includes, without limitation, non-public information regarding features, functionality and performance of Service and any other Confidential Information Develop Diverse provides the Customer as per appendix 1 part of this contract.
6.2 The Customer and Develop Diverse agrees to (a) keep confidential, (b) only use for the purposes of the Services rendered or obtained under this Agreement Terms and (c) only disclose in confidence to such of the recipient’s employees, contractors and advisors who need to know, the -Confidential Information of the other party received in connection with the Services provided for by 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 expiry of the Subscription Term or earlier termination of the Services each party shall on request promptly return or take reasonable steps to delete the confidential information of the other party. This section shall survive expiry of the Subscription Term and/or termination of this Agreement.
6.3 The Customer shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement, (iii) to take reasonable precautions to protect such Confidential Information, and (iv) not to use (except in performance of Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. Disclosing Party agrees that the foregoing will not apply with respect to any information after five (5) years following the disclosure thereof or any information that Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information of Disclosing Party or (e) is required to be disclosed by law.
7. LIMITATION OF LIABILITY
7.1 Except as expressly and specifically provided in this agreement and to the fullest extent permitted by applicable law:
- 7.1.1 Customer assumes sole responsibility for all information, notifications, results, data or disclosures (collectively “Results”) obtained or delivered in the course of the use of the Services and the Documentation, and Develop Diverse expressly disclaims any and all responsibility and liability in respect of such Results;
- 7.1.2 Develop Diverse shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Develop Diverse by Customer in connection with the Services, or any actions taken by Develop Diverse at Customer’s direction;
- 7.1.3 all terms implied by law are excluded from this agreement; and
- 7.1.4 the System and the Documentation are provided to the Customer on an “as is” basis.
7.2 Nothing in this agreement excludes or restricts liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or otherwise to the extent such exclusion or limitation is not otherwise permitted by law.
7.3 Subject to section 7.2:
- 7.3.1 neither party shall be liable to the other party, whether in contract, tort (including for negligence), breach of statutory duty or otherwise for (a) any loss of profits, loss of business, depletion of goodwill or similar losses or loss or corruption of data or information, or pure economic loss, or (b) for any indirect or consequential loss; however arising under or in connection with this agreement; provided that this section shall not apply to limit or exclude any obligation to pay the Fees; and
- 7.3.2 the total and aggregate liability of (a) Develop Diverse and the Develop Diverse Affiliates and (b) Customer and the Permitted Affiliates, 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 for the Authorised Users during the 12 months immediately preceding the date on which the claim arose.
8. WARRANTY AND DISCLAIMER
8.1 To the knowledge of Develop Diverse, the System does not contain any malicious code, program, or other internal component (e.g. computer virus, computer worm, computer time bomb, or similar component), which could damage, destroy, or alter the System, or which could reveal, damage, destroy, or alter any data or other information accessed through or processed by the System in any manner. Customer must: (i) notify Develop Diverse promptly in writing of any nonconformance under this warranty; (ii) provide Develop Diverse with reasonable opportunity to remedy any nonconformance under the provisions of this Agreement; and (iii) provide reasonable assistance in identifying and remedying any nonconformance.
8.2 NOTWITHSTANDING ANYTHING TO CONTRARY DEVELOP DIVERSE, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES WILL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND DEVELOP DIVERSE’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO DEVELOP DIVERSE FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT DEVELOP DIVERSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. TERM AND TERMINATION
9.1 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, giving at least 30 days’ notice, to take effect at the expiry of the initial Subscription Term or then current Renewal Period, or (b) otherwise terminates in accordance with this section. Customer will pay in full for Services up to and including the last day on which Services are provided.
9.2 Either party may terminate this agreement with immediate effect by giving written notice to the other party if the other party:
- 9.2.1 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;
- 9.2.2 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
- 9.2.3 the other party is subject to any of the following events 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.
9.3 On termination of this agreement for any reason: (a) Customer shall cease using the System, Professional Services and the Documentation; (b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; (c) without prejudice to Develop Diverse rights in respect of Anonymised Data as set out in the Data Processing Agreement, Develop Diverse shall delete the Customer Data within 90 days of the termination of this agreement, provided that Customer Data contained on backup copies of Develop Diverse’s databases shall not be deleted for up to 365 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.
10.1 Neither party shall have any liability for non or delayed performance by 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 in excess of 30 consecutive days, then the other party may terminate this agreement on 30 days’ notice.
10.2 If there is an inconsistency between (a) the “Special Terms” section in the Order Form and this agreement, the Special Terms shall prevail; or (b) any other terms of the Order Form and this agreement, this agreement shall prevail.
10.3 No variation of this agreement shall be effective unless it is in writing and signed by the parties’ authorized representatives.
10.4 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.
10.5 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.
10.6 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.
10.7 This agreement constitutes the entire agreement between the parties and supersedes all previous agreements (written or oral) relating to its subject matter.
10.8 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.
10.9 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 (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger.
10.10 Nothing in this agreement shall create a partnership between the parties or authorize either party to act as agent on behalf of the other.
10.11 This agreement does not confer any rights on any third person or third party.
10.12 Any notice under this agreement shall be in written form and shall be sent by email to the other party’s email address as set out in the Order Form agreement. A notice sent by email shall be deemed received at the time of transmission (or if delivery is not in Business Hours, at 9 am on the first Business Day following delivery).
10.13 This Agreement will be governed by the laws of the Denmark without regard to its conflict of law’s provisions. In the event of a dispute arising out of or relating to this Agreement, the parties shall seek settlement of the dispute by mediation arranged by Mediationsinstituttet (The Danish Mediation Institute, www.mediationsinstituttet.dk) in accordance with the “Rules of Procedure of Mediationsinstituttet”. If, in the opinion of one or more of the parties, a dispute or a disagreement has arisen between them, either party shall be entitled to file a request with Mediationsinstituttet for commencements of mediation proceedings. The mediation clause does not prevent either of the parties to initiate litigation proceedings in order to pursue a provisional remedy that is authorized by law or because of statutes of limitation etc. If the dispute is not settled after completion of mediation, either of the parties are entitled to seek settlement of the dispute through the Danish courts.
APPENDIX 1- DATA PROCESSING AGREEMENT
1.1 At the conclusion of this agreement, Develop Diverse declares that it will implement the appropriate technical and organizational measures in such a way that the processing meets the requirements of the General Data Protection Regulation and ensures the protection of the data subjects’ rights.
2. Subject of processing
2.1 The processing consists of Develop Diverse analysing the Customer texts with the aim of identifying words and phrases that are non-inclusive and suggesting inclusive alternatives.
2.2 Duration of processing follows “Develop Diverse System as a Service Terms and Conditions”
2.3 The processing consists of collection, storage, analysis and erasure as well as transfer to sub-processors.
2.4 The processing includes Article 6 information in the form of contact information, including name, telephone number and e-mail.
2.5 The processing relates to personal information concerning the Customer’s employees.
3.1 Develop Diverse may only process personal data in accordance with documented instructions from the Customer.
3.2 The requirement for the Customer’s documented instructions of Develop Diverse’s procedures under Point 3.1 can only be set aside if this is required by EU or national law to which Develop Diverse is subject.
3.3 If clause 3.2 applies, Develop Diverse shall notify the Customer of this legal claim without undue delay before processing, unless the court in question prohibits such notification on important grounds of public interest in so far as this is possible.
4. The rights of data subjects
4.1 Taking into account the nature of the processing, Develop Diverse will assist the Customer as far as possible by means of appropriate technical and organizational measures, in fulfilment of the Customer’s obligation to respond to requests for exercising of the data subjects’ rights as laid down in Chapter III of the general Data Protection Regulation.
5. Data protection
5.1 Develop Diverse assists the Customer in ensuring compliance with the obligations pursuant to Articles 32 to 36, taking into account the nature of the processing and the information available to Develop Diverse.
5.2 Develop Diverse takes all measures required pursuant to Article 32 of the General Data Protection Regulation.
5.3 Develop Diverse ensures the persons authorized to process the personal data have committed themselves to confidentiality in their employment contract or are subject to an appropriate statutory obligation of confidentiality.
6.1 Develop Diverse may not use another processor (sub-processor) without the prior written approval of the Customer.
6.2 Develop Diverse is hereby granted general written approval from the Customer to use sub-processors.
6.3 A list of the sub-processors used by Develop Diverse in relation to the processing on behalf of the Customer is available via the link https://developdiverse.com/sub-processors/ .
6.4 Develop Diverse must notify the Customer within 30 days of any planned changes regarding the addition or replacement of sub-processors, thereby giving the Customer the opportunity to object to such changes.
6.5 If Develop Diverse makes use of a sub-processor in connection with the execution of specific processing activities on behalf of the Customer, the sub-processor shall be subject to the same data protection obligations as those set out in this Data Processing Agreement between the Customer and Develop Diverse.
6.6 In case a Sub-Processor, as mentioned under 6, does not fulfill its data protection obligations, Develop Diverse will remain fully liable to the Customer for the fulfilment of the Sub-Processor’s obligations.
7.1 Develop Diverse makes available to the Customer all information necessary to demonstrate compliance with the requirements laid down in Article 28 of the general Data Protection Regulation.
7.2 Develop Diverse provides and contributes to audits, including inspections conducted by the Customer or another auditor mandated by the Customer.
7.3 Develop Diverse shall immediately inform the Customer if, in Develop Diverse’s opinion, an instruction regarding Point 7.1 or 7.2 infringes the general Data Protection Regulation or data protection provisions of other Union or Member State data protection provisions.
8. Termination of processing
8.1 Develop Diverse deletes all personal data after the processing service has been terminated and deletes all existing copies.
8.2 Develop Diverse’s obligation to delete, as set out in Section 8.1. is set aside if EU law or Member State law requires storage of personal data.
8.3 Develop Diverse provides the Customer with documentation of, the rules of union or Member State law, which require the storage of personal data, as, mentioned in Section 8.2.