Data Processing Terms

Last updated on February 7th, 2023

These Data Processing Terms ("Terms") form part of the Terms of Service between Roastify LLC and its aﬃliated companies and subsidiaries ("Roastify") and Merchants (defined below) regarding Roastify’s services. These Terms are binding between Roastify and Merchants and constitute a data processing agreement. If there is a conflict between these Terms and the Agreement, these Terms will govern. If you do not agree to these Terms, do not use the Service (both defined below).

1. Deﬁnitions

Capitalized terms not otherwise deﬁned herein shall have the same meaning as set forth in the Agreement.
"Agreement" means the Terms of Service entered into by Roastify and the Merchant regarding the use of Roastify’s Service.
"Controller to Processor Clauses" means (i) in respect of transfers of Personal Data subject to the GDPR, the standard contractual clauses for the transfer of Personal Data to third countries set out in Commission Decision 2021/914 of 4 June 2021, specifically including Module 2 (Controller to Processor); [and (ii) in respect of transfers subject to the UK GDPR, the standard contractual clauses for the transfer of Personal Data to data processors established in third countries set out in the Commission Decision of 5 February 2010, or any equivalent clauses issued by the relevant competent authority of the UK, in each case as amended, updated or replaced from time to time.
"Data Subject", "Controller", "Processor", "Personal Data", "Personal Data Breach", "Supervisory Authority" and “Processes” have the meanings given in the GDPR.
"Data Protection Laws" means (a) the General Data Protection Regulation 2016/679 (the “GDPR”); (b) the Privacy and Electronic Communications Directive 2002/58/EC; (c) the UK Data Protection Act 2018 (“DPA”), the UK General Data Protection Regulation as defined by the DPA as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (together with the DPA, the “UK GDPR”), and the Privacy and Electronic Communications Regulations 2003; and (d) any relevant law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding instrument which implements any of the above or which otherwise relates to data protection, privacy or the use of personal data, in each case as applicable and in force from time to time, and as amended, consolidated, re-enacted or replaced from time to time.
"Merchant" means any person, be it legal entity or natural person, that uses Roastify's Service to execute orders and/ or deliver its products to recipients, including the Merchant's customers.
"Parties" means Roastify and the Merchant.
"Processor to Processor Clauses" means, as relevant, the standard contractual clauses for the transfer of Personal Data to third countries set out in Commission Decision 2021/914 of 4 June 2021, specifically including Module 3 (Processor to Processor), or any equivalent clauses issued by the relevant competent authority of the UK in respect of transfers of Personal Data from the UK, in each case as in force and as amended, updated or replaced from time to time.
"Service" means roast-on-demand services oﬀered by Roastify to Merchants including creating and roasting coffee products, printing bags and packaging, for personal use or outsourcing the printing and delivering of products to Merchant’s customers, as well as branding, warehousing and fulﬁllment, design, merchandising, and other services that Roastify may provide in accordance with the requirements of the Merchant.
“Third Countries” means, in relation to Personal Data transfers subject to the GDPR, any country outside of the scope of the data protection laws of the European Economic Area, excluding countries approved as providing adequate protection for Personal Data by the European Commission from time to time; and (ii)] 1 in relation to Personal Data transfers subject to the UK GDPR, any country outside of the scope of the data protection laws of the UK, excluding countries approved as providing adequate protection for Personal Data by the relevant competent authority of the UK from time to time.

2. Subject of the Terms

These Terms govern the relationship between Roastify and the Merchant in respect of any processing of Personal Data by Roastify on behalf of the Merchant.
To the extent that Roastify Processes Personal Data on behalf of the Merchant, the Merchant is the Controller and Roastify is the Processor and shall only process this Personal Data on behalf of the Merchant.
The Merchant hereby appoints and instructs Roastify to process the Personal Data as prescribed by these Terms, including with regard to the transfer of Personal Data to a Third Country or international organization.

3. Details of Processing

To the extent that Roastify Processes Personal Data on behalf of the Merchant, the following Processing details apply:

Details of the data exporter and the data importer shall be set out in the Agreement between Roastify and the Merchant.
Categories of Data Subjects. Merchant’s customers (end users of Roastify’s Services) and Merchant's potential customers or other end users of Roastify’s Services, whose personal data Merchant has authorized Roastify to Process.
Type of Personal Data. Personal Data relating to the Merchant's customers and any Personal Data in the Merchant’s content (where applicable) and Personal Data revealed during the use of any Roastify Services, including name, email address, phone number, shipping address, and other information about Merchant’s customers, including images and data, which may appear on government-issued identity documents.
Nature and purpose of processing. Roastify processes Data in accordance with these Terms in order to provide the Merchant with the Service and otherwise ensure fulfillment of the obligations set out in the Agreement between the Merchant and Roastify to the extent this involves the processing of Personal Data. Roastify only has access to the Personal Data that has been provided by the Merchant and uses such Personal Data in accordance with the Merchant's instructions as set out in these Terms.
Duration of the processing. Data will be processed for the duration of the Agreement.
No sensitive Personal Data will be processed (unless provided in any printing content).
For transfers to (sub-) processors, the subject matter, nature, and duration of the processing will be provided on a case by case basis.

4. Obligations of the Merchant

The Merchant warrants that it has complied and continues to comply with the Data Protection Laws, including those as set out in Clause 4(b).
The Merchant conﬁrms that the Personal Data transferred to Roastify has been collected by the Merchant on a valid lawful basis and Merchant has obtained any necessary consents or given any necessary notices as prescribed by the Data Protection Laws, and that the Merchant is entitled to provide the Personal Data to Roastify.
The Merchant conﬁrms that these Terms contain suﬃcient instructions to Roastify regarding the processing of Personal Data, as well as the scope and purposes thereof.
If reasonably necessary, the Merchant may provide Roastify with additional instructions regarding the processing of Personal Data other than those prescribed by these Terms. Such additional instructions must be reasonable for Roastify to carry out, properly documented, and in compliance with the Data Protection Laws and must also be accepted by Roastify.
The Merchant shall be responsible for the accuracy of the Personal Data and keeping it up to date and shall inform Roastify in case of any changes in the Personal Data.
Roastify shall not be liable for any claims or complaints from Data Subjects regarding any action taken by Roastify as a result of acting in accordance with instructions received from the Merchant. Further, the Merchant agrees that it will indemnify and hold harmless Roastify on demand from and against all claims, liabilities, costs, expenses, loss or damage (including consequential losses, loss of profit and loss of reputation and all interest, penalties and legal and other professional costs and expenses) incurred by Roastify arising directly or indirectly from a breach of this Clause 4.
The Merchant shall provide Roastify with additional information or documentation requested in furtherance of its legal obligations and legitimate interest in ensuring that the Merchant’s end customers are not the target of trade, financial, and economic sanctions, and do not appear on a sanctions-related list, including lists maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the U.S. Department of Commerce, the European Union, or Her Majesty’s Treasury of the United Kingdom.

5. Obligations of Roastify

To the extent that Roastify Processes Personal Data on behalf of the Merchant, Roastify shall always follow the Merchant's written instructions prescribed by these Terms, or as otherwise provided to Roastify in writing in accordance with Clause [4(e)]; unless required to Process such Personal Data by applicable law to which Roastify is subject; in such a case, Roastify shall inform the Merchant of that legal requirement before Processing, unless that law prohibits such information on important grounds of public interest.
Roastify shall immediately inform the Merchant if, in its opinion, a Processing instruction infringes Data Protection Laws.
Roastify shall ensure that its personnel authorized to Process Personal Data under these Terms have committed themselves to conﬁdentiality obligations or are under an appropriate statutory obligation of confidentiality.

6. Assistance to the Merchant

Considering the nature of the Processing, Roastify will provide all reasonable assistance to the Merchant, insofar as possible, for the fulfillment of the Merchant's obligations as the Controller in relation to:

Any requests from Data Subjects in respect of access to, or rectiﬁcation, erasure, restriction, portability, blocking or deletion of their Personal Data in accordance with Data Protection Laws that Roastify processes on behalf of the Merchant. In the event that a Data Subject sends such a request directly to Roastify, Roastify will promptly forward such request to the Merchant;
The investigation of any Personal Data Breach in relation to the Personal Data Processed on behalf of the Merchant and, if applicable, the notiﬁcation to the relevant Supervisory Authority and Data Subjects regarding such Personal Data Breach (where required); further, Roastify shall notify the Merchant of any Personal Data Breach without undue delay after becoming aware of a Personal Data Breach; and
Where appropriate, the preparation of data protection impact assessments and, where necessary, carrying out consultations with any Supervisory Authority.

7. Sub-processors and Data Transfer

For Roastify to be able to meet its obligations prescribed by the Agreement and to administer and provide the Service, the Merchant hereby grants Roastify general written authorization to engage sub-processors. Merchant can obtain the list of current sub-processors engaged by Roastify by contacting the registered account email address in the section below. The list will include the identities of sub-processors, provided services and country of location.
Merchant will be notified about the appointment or any intended changes concerning the addition or replacement of Roastify’s sub-processors in this section of Roastify’s website. This notification will appear 10 (ten) days prior to the engagement of the sub-processor. During this period the Merchant can object to the appointment or replacement of the sub-processor by sending a written notice to [email protected], providing reasonable grounds for objection (for example, in case of possible infringement of Data Protection Laws). If Merchant does not object, Roastify shall proceed with the appointment or replacement.
Roastify hereby conﬁrms that its sub-processors are contractually or otherwise in a binding form required to comply with data processing obligations which are no less onerous on the relevant sub-processor than the obligations on Roastify as prescribed by these Terms.

8. Audit

Upon the Merchant's written request, Roastify shall provide suﬃcient information to demonstrate compliance with the obligations laid down in these Terms and Data Protection Laws. This information shall be provided to the extent that such information is within Roastify’s control and Roastify is not precluded from disclosing it by applicable law, a duty of conﬁdentiality, or any other obligation owed to a third party.
If the information provided upon the Merchant's request in the Merchant's reasonable judgement is not suﬃcient to conﬁrm Roastify’s compliance with these Terms, then Roastify agrees to allow for and contribute to data processing audits.
Such audits are allowed to be carried out by an independent third party with good market reputation, provided that it has suﬃcient experience and competence to carry out data processing audits, and election of such auditor must be mutually agreed by both the Merchant and Roastify.
The timing and other practicalities related to any such audit or inspection are determined by Roastify, and any such information and assistance are provided only at the expense of the Merchant. Roastify reserves the right to charge the Merchant for any additional work or other costs incurred in connection with such audits. The Merchant may request such audit no more than once every 2 years.
The auditor will have to sign a conﬁdentiality agreement, which includes an obligation not to disclose business information in its audit report, and the ﬁnal report will also have to be provided to Roastify.

9. Return and deletion of Data

At the choice of the Merchant, Roastify will delete or return all Personal Data to the Merchant after the end of the Agreement, and shall delete existing copies, unless an applicable law requires Roastify to store such Personal Data.

10. Governing Law

These Terms are governed by the laws of the state of Montana and are subject to the dispute resolution procedure as prescribed by the Agreement.

11. Modiﬁcations

Roastify reserves the right, at its discretion, to modify these Terms. In case of material changes, Roastify will notify the Merchant in writing, giving the Merchant the right to terminate the Agreement.