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(A) The Company acts as a Data Controller and is responsible for determining the purposes and means of processing personal data, including but not limited to customer information, contact details, and other custom fields provided through Roezan’s marketing automation platform. The Company is also responsible for ensuring that all data uploaded to Roezan complies with applicable data protection laws, including obtaining necessary consents from data subjects where required.
(B) The Company wishes to utilize Roezan’s marketing automation platform, which functions as a software tool that enables the Company to upload, manage, and process personal data, such as customer lists, contact information, and other marketing-related data. Roezan acts solely as the Data Processor by providing the software platform, while the Company, as the Data Controller, is responsible for determining the legality of data processing and for the actual use of the platform in accordance with applicable data protection laws.
(C) The Parties seek to implement a data processing agreement that complies with the requirements of applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679), as well as other regional privacy regulations as relevant.
(D) The Parties wish to set forth their respective rights and obligations in relation to the processing and protection of personal data.
This version clearly reflects Roezan’s role as the Data Processor for SMS marketing services and aligns with the legal requirements for data processing.
IT IS AGREED AS FOLLOWS:
1. Definitions and Interpretation
1.1 Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:
1.1.1 “Agreement” means this Data Processing Agreement and all Schedules;
1.1.2 “Company Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of Company pursuant to or in connection with the Principal Agreement;
1.1.3 “Contracted Processor” means a Subprocessor;
1.1.4 “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
1.1.5 “EEA” means the European Economic Area;
1.1.6 “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
1.1.7 “GDPR” means EU General Data Protection Regulation 2016/679;
1.1.8 “Data Transfer” means:
1.1.8.1 a transfer of Company Personal Data from the Company to a Contracted Processor; or
1.1.8.2 an onward transfer of Company Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);
1.1.9 “Services” means the marketing automation platform that the Company provides.
1.1.10 “Subprocessor” means any entity appointed by or on behalf of the Processor to process Personal Data on behalf of the Company in connection with the Agreement. A Subprocessor includes third-party service providers or partners involved in the delivery of the Services.
1.2 The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
2. Processing of Company Personal Data
2.1 Processor shall:
2.1.1 Comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and
2.1.2 Process Company Personal Data solely in connection with providing the Services as a software platform, and only to the extent that the Company provides or configures such data through the use of the platform.
2.2 The Company acknowledges that Processor provides a software platform for the Company’s use. The Company, as the data controller, determines the data that is entered into and processed through the platform and manages its own data within the platform. The Processor’s role is limited to providing and maintaining the software platform and does not include direct processing instructions beyond those specified in the platform’s functionality.
2.3 Any specific processing requirements or changes must be communicated by the Company through the platform’s configuration settings or via written communication if necessary.
3. Processor Personnel
3.1 Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
4. Security
4.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Processor shall in relation to the Company Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
4.2 In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
5. Sub-processors and Third-Party Services
5.1 Use of Sub-processors:
The Company acknowledges that Roezan may use third-party service providers, including but not limited to Communications Platform as a Service (CPaaS) providers, for processing activities necessary for the operation of Roezan’s platform. These third-party services include, but are not limited to, telecommunications carriers, message routing platforms, and data transmission providers. Roezan shall ensure that all such sub-processors are bound by contractual obligations that provide a level of data protection equivalent to those set forth in this Agreement.
5.2 Integration with Third-Party Services by Users:
Roezan provides the capability for the Company to connect third-party services, such as Zapier, Zoom, Calendly, ActiveCampaign, and others to their Roezan account. When the Company makes use of these integrations, the Company is responsible for configuring and managing these connections. The Company controls what data flows between Roezan and these third-party services. Roezan does not assume responsibility for the data processing practices or data protection measures of these third-party services. It is the Company’s responsibility to ensure that any data sharing with third-party services complies with applicable data protection laws.
5.3 Disclosure of Sub-processors:
Roezan will maintain a list of its subprocessors, which can be made available to the Company upon request.
6. Data Subject Rights
6.1 Taking into account the nature of the Processing, Processor shall assist the Company by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Company obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
6.2 Processor shall:
6.2.1 promptly notify Company if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and
6.2.2 ensure that it does not respond to that request except on the documented instructions of Company or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Company of that legal requirement before the Contracted Processor responds to the request.
7. Personal Data Breach
7.1 Processor shall notify Company without undue delay upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Company with sufficient information to allow the Company to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
7.2 Processor shall cooperate with the Company and take reasonable commercial steps as are directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
8. Data Protection Impact Assessment
8.1 Processor shall provide reasonable assistance to the Company with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Company reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.
9. Deletion or Retention of Company Personal Data
9.1 Subject to this section, the Processor shall, upon request by the Company or the Data Subject, delete and procure the deletion of all copies of the Company Personal Data within 10 business days of such a request.
9.2 In the absence of a specific deletion request, the Processor may retain Company Personal Data following the cessation of Services, including in cases of payment failure or subscription cancellation, in order to preserve historical data, opt-in/opt-out history. This allows the Company or Data Subject to resume services in the future with access to previous data.
9.3 Notwithstanding the above, Company Personal Data will be securely stored and processed in compliance with applicable data protection laws, and the Processor will ensure that adequate technical and organizational measures are in place to protect this data.
10. Audit rights
10.1 Subject to this section 10, Processor shall make available to the Company on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Company or an auditor mandated by the Company in relation to the Processing of the Company Personal Data by the Contracted Processors.
10.2 Information and audit rights of the Company only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law. The Company shall provide at least 30 days’ written notice prior to any audit.
10.3 Any information disclosed during an audit shall be treated as confidential, and the Processor shall ensure that such audits minimize disruption to its operations.
11. Data Transfer
11.1 The Company acknowledges that any data uploaded to Roezan will be stored on servers located in the United States, which is outside the European Union (EU) and the European Economic Area (EEA). The Company is responsible for ensuring that it does not upload any data that violates applicable data protection laws.
11.2 The Processor may utilize subprocessors, including third-party service providers, for processing activities necessary for the operation of Roezan’s platform. The Company consents to the use of these subprocessors as part of the services provided.
11.3 If personal data is transferred from the EEA to a country outside the EEA, the Parties shall ensure that appropriate safeguards are in place, including EU-approved standard contractual clauses, to protect the data.
11.4 The Processor will take necessary measures to secure personal data during transfers, including implementing technical and organizational safeguards.
12. General Terms
12.1 Confidentiality. Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:
(a) disclosure is required by law;
(b) the relevant information is already in the public domain.
12.2 Notices. All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in the heading of this Agreement at such other address as notified from time to time by the Parties changing address.
13. Governing Law and Jurisdiction
13.1 This Agreement is governed by the laws of Florida, USA.
13.2 Any dispute arising in connection with this Agreement, which the Parties are unable to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of Pinellas County, Florida, USA, subject to possible appeal to the Florida District Courts of Appeal.
