Compensate Merchant Agreement – Shopify Plugin

Hey there, 

Great to have you join us in climate action! There are some things we want you to know before getting started with the Compensate plugin, so please read through this agreement carefully. After setting up, you can always find this same Agreement here at  https://compensate.com/terms-of-use-platforms and in the app settings in Shopify. If you have any questions, you can reach us via support@compensate.com

For the Data Processing Agreement, scroll down.

Here on out, we’ll refer to the Compensate plugin as the “Application”. Who’s we? Compensate has an innovative organizational structure. So...

We” or “Compensate” refers to a limited liability company, Compensate Operations Oy, incorporated under the Finnish laws, with the business ID 2993434-1. Compensate HQ is at Lönnrotinkatu 7 B, 00120 Helsinki, Finland. 

The Compensate Foundation (the “Foundation”) owns 100% of Compensate Operations Ltd, which is responsible for the daily operations of the Foundation. The Foundation has the business ID 2914937-8, and its registered office is located in the exact same address at Lönnrotinkatu 7 B, 00120 Helsinki, Finland.

Compensate is the developer of the Application and is responsible for all operations under this Agreement. The Foundation receives the Compensation fees and purchases the carbon credits. Together, Compensate and the Foundation are jointly referred to as the “Compensate Group”. 

This Agreement is made between you and Compensate. Now, let’s get to the details.

1 Accepting the Merchant Agreement

While we aim for easy setup, this document is the agreement between us and you.

This Agreement (hereinafter referred to as the “Merchant Agreement”) governs your (hereinafter “You” or the “Merchant”) installation and use of the Application. If You are using the Service and/or entering into the Agreement on behalf of a company, organization, entity or brand (hereinafter jointly referred to as the “Company”), the term “You” and the "Merchant", as used throughout the Merchant Agreement, apply both You and the Company You represent. In addition, please note that We need to collect certain information relating to You and Your online store and Point of Sale hosted by Shopify (hereinafter referred to as “Your Store” or “Merchant Store”) We use this information to provide You the services through the Application. 

You and Compensate are hereinafter jointly referred to as the "Parties". 

For more on how we handle data and information, we’ve created a Privacy Policy. In addition, the Data Processing Agreement is attached to the Merchant Agreement. Your and Your customer’s privacy is important to us!

We have created a privacy policy (hereinafter referred to as the “Compensate Privacy Policy”) that can be found  here.  It tells You more how we collect, use and store any information relating to You and Your Store. In addition, by accepting the Merchant Agreement You also accept the Data Processing Agreement (hereinafter referred to as the “DPA”) attached to it. The DPA is needed because You allow us to process some personal data on Your behalf and therefore certain data protection laws require us to make one. 

The Merchant Agreement, the DPA attached to it and the Compensate Privacy Policy constitute the entire agreement between You and Compensate. You must accept both this Merchant Agreement and the Compensate Privacy Policy to install and use the Application. By installing the Application You are accepting this Merchant Agreement, the DPA attached to it and the Compensate Privacy Policy. You must ensure you have the necessary authority to sign the Agreement on behalf of the entity using the Application. When using the Application, You must provide correct, up-to-date information as requested by us and must not use any other person’s identity. When filling in your contact details (such as e-mail address), please give Your business email address. We will use the e-mail address when communicating with You and Your Store

2 The Application

The Application enables you to take climate action with your customers.

 The Application provides You a service in which your customers (hereinafter referred to as “Your Customers”) can offset the carbon footprint of the shipping of products or services available at Your Store (hereinafter the products and services available at Your Store jointly referred to as the “Products”).  

The Application will add an extra product to the checkout in Your Store. This product is called the “Compensate product”. To calculate the carbon footprint of the Compensate product, You will answer simple setup questions in the installation phase. With the Application, Your Customers can choose to offset the shipment of the Products they purchase. The price of the Compensate product is referred to as the “Compensation fee”.

The Application uses Shopify Billing to collect the Compensation fees and automatically handles the payouts to the Foundation. 

 As previously said, we take no cuts from Your Customers’ Compensation payments. Instead, we use them in full to carbon offsets.

The Foundation purchases carbon offsets from different initiatives that reduce the amount of carbon dioxide in the atmosphere or prevent the creation of further carbon dioxide emissions (hereinafter referred jointly to as the “Projects”). The Foundation uses the entirety of the Compensation fees it receives from Shopify to purchase carbon offsets from the Projects.  

As you’re most likely aware, Shopify’s Billing and Paypal do, however, take their fee from each transaction. We’ve taken this into consideration in the Compensation fees to ensure the climate impact of Your products can still be compensated for. You can find Shopify’s current policy on Partner earnings here . In turn, Paypal’s pricing details can be found here.

3 License

3.1 We grant you a limited license to use the Application and Our trademarks

 Then let’s move on to rights.

Subject to this Merchant Agreement, We grant You a non-exclusive, inalienable, royalty-free, non-transferable, non-sublicensable, revocable and limited license to use the Application solely in the manner described in the Merchant Agreement. 

All the rights related to the Application belong to Compensate, Shopify and its subcontractors and its potential licensors. The Merchant Agreement does not grant You any intellectual property rights to the Application. 

You shall not, during or after the termination of the Agreement, register any trademark, model, trade name, domain name, email address, or social media account that can be confused with the Compensate trademark or trademarks, slogans, or identifiers of Us or Our licensors. 

You have a non-exclusive and limited right to use Our marketing materials (hereinafter referred to as the “Materials”) and any trademarks owned by Us (registered numbers hereinafter referred to as the “Compensate trademarks”) under this Merchant Agreement pertaining to the sale and marketing of the Application as a part of Your Store, and only in the form in which we have provided them to You or in a manner separately agreed in writing, during the term and for the purposes of this Agreement. To be clear, the Application itself includes Compensate trademarks and You may use them at Your Store as such during the Term of the Agreement. 

When You use the Materials and Compensate trademarks, You agree to follow the following instructions:

  • You have the right to use Compensate’s trademarked logo and symbol in Your store through the Application, on Your social media, and on possible other channels, platforms and instances where it’s clearly meant for marketing and communications purposes.
  • You can add the logo as is to images and visual backgrounds on said channels and fit it to size. You can not alter, edit, skew or modify the logo nor the symbol in any way. 
  • You must always use the primary logo with the symbol and the word mark. The vertical version of the logo can be used as a secondary logo. 
  • The logos and symbol should always have at least the equivalent amount of the two innermost C-shapes clear space around them in all directions.
  • The logos and the symbol are used in either black or white. You can not alter or edit the coloring, nor add shading and shadowing to it. The logo must always stand out from its background.
  • The logo is aligned either to the center of the layout or to one of the four corners of the layout. When placing the Compensate logo next to another logo, always maintain the clear space around the logo.
  •  You can use #WeCompensate in Your communications where suitable and when talking about the Application and/or the possibility to offset.
  •  You can tag Compensate in any social media channels with the appropriate handles. 
  •  You can link to Compensate’s materials and website on any occasion where it suits Your marketing and communications needs. 
  •  You can use any text material, phrasing or wording in Compensate’s Application, Application page in Shopify, and on Compensate’s website in Your captions, copy text, customer service, and communications if and when it suits Your needs.
  • If You use the Materials provided by Compensate, You must credit Compensate for the materials where applicable. As an example: If using a photo provided by Compensate in a social media post, You should include a mention of Compensate in the caption or tag Compensate. If You use a photo provided by Compensate as a web store banner, and crediting Compensate doesn’t fit the layout, You do not have to do so.

3.2 Limitations to the use of the Application

Basically, we hope the Application enables You to take climate action with Your community. That’s what it’s for! You really shouldn’t use it for any nefarious purposes. There are some limitations to what You can do with it.

When using the Application, You must provide correct, up-to-date information as requested by us and must not use any other person’s identity. You may only use the Application in accordance with the purposes stated in the Merchant Agreement. You must not take any action that Compensate considers contradictory to the purpose of the Application. This means that, You should not, for instance:  

a) Bypass or attempt to bypass any of the features of the Application related to controlling usage or preventing copying;

b) Study, scan, or test any vulnerabilities in the Application;

c) Use any data mining, robots, or other corresponding data collection or data analysis method or bots or other automated methods to use the Application;

d) Use, copy, sell, rent, transfer, license, or otherwise offer the Application to third parties;

e) Reverse engineer, decompile, open, or otherwise attempt to source code of the Application or ancillary technology in whole or in part;

f) Use the Application via any user interfaces other than those provided by Shopify;

g) Use the Application in violation of applicable legislation or in a way that violates the intellectual property rights, business secrets, or privacy of third parties;

h) Use the Application for unauthorized, inappropriate, or unethical purposes or activities;

i) Use the Application for transferring material that includes adware, malware, or spyware, software viruses, or any other computer code designed to disrupt, destroy, or restrict the functioning of computer software or hardware;

j) Modify or cause modifications to files that are part of the Application without Compensate’s written consent;

k) Attempt to purchase or sell the Application or provide or rent it to another party, or use the Application if Compensate has previously taken measures to cancel Your use of the Application or You have previously been blocked from using the Application; or

l) Use the Application to advertise or convey any commercial advertisements to anybody, including chain letters, advertisements, or spam, or repeated or misleading messages.

We really don’t wish to stop You from using the Application, but will do so if absolutely necessary – if You get into that nefarious business, for example.

We reserve the right to specify which activities are considered violations of this Agreement. We also reserve the right to take measures, if necessary, that may result in cancelling Your use of the Application and/or blocking You from installing it. 

4 Terms of Payment of the Compensation fees

The price for compensation – the one that Your Customer’s see – is based on the carbon footprint of the shipping.

The amount of the Compensation fee is based on the carbon footprint of the shipping of Your Products and the price of a carbon dioxide tonne set by the Compensate Group. The carbon footprint of the shipping of Your Products is based on i) the weight (either average weight set by Us OR the information You give us) of Your Products and ii) the distance of the shipping of Your Product. You can amend the weight of Your Product anytime. 

We reserve the right to amend i) the price of the carbon dioxide tonne and ii) the factors and formulas for calculating the carbon footprint of Your Products by updating the Application with or without a notice to You. The new price is applicable upon the update. If You do not accept the new price, Your sole legal remedy is to terminate the Merchant Agreement by discontinuing the use of the Application. 

All Compensation fees are final and non-refundable, and they cannot be returned to You or Your Customers by Compensate. For the sake of clarity, You must comply with all applicable legislation, including but not limited to the all applicable tax legislation and the consumer protection with dealings with Your Customers. This is further defined in Section 7 (Limitation of Liability). 

5 Updates

We might sometimes make adjustments, improvements or general updates to the Application.

We constantly seek to improve the Application and reserve the right to updates. We may change or discontinue the availability of some or all parts of the Application at any time for any reason, with or without a notice. 

That means we might sometimes make updates to this agreement as well.

We shall be entitled to alter the Merchant Agreement with or without a notice to You. The latest version of the Merchant Agreement can be found  here  and is applicable immediately after publishing. 

6 Non-Disclosure of Confidential Information

Let's respect trade secrets and other confidential information.

The Parties shall, while this Merchant Agreement is in force and also three (3) years after the termination of the Merchant Agreement, keep secret all the negotiations relating to the Service and all information and material received from the other Party that relate to the business or other activities of the other Party or its affiliate organisations, including trade secrets and proprietary information and material, regardless of the form they as presented as (hereinafter referred to as the "Confidential Information"). The Parties shall refrain from using Confidential Information for purposes other than those of the Merchant Agreement. 

It's, however, okay to share confidential information in certain situations, for instance, when the information is needed to implement this Agreement.

The Parties have the right to share Confidential Information with such advisers, third-party agents and organisation executives and employees, who need the information in connection with the preparation or implementation of the Merchant Agreement, however only in a manner that the Party distributing the information is responsible to the other Party for ensuring that shared information remains confidential. The Parties shall be responsible for ensuring that all persons and entities involved in the implementation of the Merchant Agreement, including any advisers to such Party, are committed to the obligations referred to in this Section 6. 

However, a Party may, as an exemption from this Section 6, provide Confidential Information to third Parties if required by law or regulatory decision. In addition, Compensate may share any Confidential Information with the Foundation. 

The Confidentiality Agreement does not apply to Confidential Information

  1. that is public knowledge at the time of the disclosure of the Confidential Information or subsequently comes to public knowledge without the Parties having been in breach of the Merchant Agreement;
  2. that was already known to or processed by the Party, before receiving the Confidential Information from the other Party; or that
  3. the Party has demonstrably received from a third Party not under the obligation of confidentiality.

7 Limitation of Liability

Please note that we offer the Application and its services to You as described in this Agreement, but there are several limitations to our liability.

We offer the Application and its services to You as it is described in the Merchant Agreement. We endeavour to maintain the functionality of the Application, but please be aware that We may temporarily or permanently suspend the Application any time. This might affect You negatively but by accepting the Merchant Agreement You are aware of this risk. Compensate shall not be liable to You for any indirect, consequential, or other corresponding damages, including loss of revenues or profits, lost information, or business disruption that are in any way due or related to the Merchant Agreement or the use of the Application. 

In any case, the total joint liability of Compensate and the Foundation shall be limited to the sum You have paid to Compensate in accordance with the Merchant Agreement over two months preceding the date when Your original claim was made. If You have not paid anything to Compensate during this period, Your sole legal remedy is to discontinue the use of the Application and terminate the Agreement. 

While Shopify enables both us and you to do wonderful things, Shopify is not in any way an active player here.

The Application is developed by Compensate. Therefore i) Compensate is solely responsible for the Application, (ii) Shopify is not liable for any fault in the Application or any harm that may result from its installation or use; (iii) except where expressly stated by Shopify, Shopify cannot provide assistance with the installation or use of the Application; and (iv) Compensate is solely responsible for any liability which may arise from Your access to or use of the Application, including: (A) the development, use, marketing or distribution of or access to the Application, including support of the Application; or (B) Compensate’s access, use, distribution or storage of any information relating to You or Your Store.  

On that note, you are responsible for all taxes, all applicable legislation, consumer protection and privacy issues regarding your operations and Your Customers.

You are responsible for all applicable taxes that arise from or as a result of Your use of the Application under this Agreement or with dealings with Your Customers. You must comply with all applicable legislation, including but not limited to the tax, consumer protection and privacy laws with dealings with Your Customers. You must not provide us any other personal identifiable information of Your Customers than defined in the Privacy Policy and the DPA. You undertake to protect and defend Compensate, the Foundation and Shopify (including Our executives, managers, brokers, joint projects, and employees) from all claims, demands, claims for damages, and losses, including reasonable legal fees, claimed by a third party, including Your Customers, due to Your use of the Application or Your breach of the Merchant Agreement.  

Carbon capture is a necessary component in fighting climate change, and we have a higher demand for sustainability than any other player in the field. We do mitigate risks associated with carbon capture, and you can read more about our project selection here.

Compensate is solely responsible for ensuring that the Compensation fees it or the Foundation receives are used to purchase carbon offsets. We do our best to select the Projects with care but are not responsible for removing a certain level of carbon dioxide or any flaws found in the Projects.

8 Term and Termination

If you wish to stop using our Application, it’s very easy for you to do so.

The Merchant Agreement shall be valid for as long as You continue using the Application. You may cancel the Agreement by ceasing the use of the Application any time.  

We may terminate or suspend Your right to use the Application any time with or without a notice to You. This also terminates the Merchant Agreement.

In that unfortunate event, remember to follow all these instructions:

Upon termination of the Merchant Agreement: (i) Compensate and You shall return to the other party, or destroy (and provide certification of such destruction), all property of the other party in its possession or control (including all Confidential Information); (ii) the Merchant shall immediately cease displaying any Compensate trademarks on any website or otherwise; and (iii) all rights granted to You hereunder will immediately cease. 

9 Assignment of the Agreement

We are the only one entitled to assign rights and obligations under this agreement.

You shall not be entitled to assign the rights or obligations deriving from the Merchant Agreement. Compensate and the Foundation shall be entitled to assign all of the rights and obligations deriving from the Merchant Agreement (including intellectual property rights and licenses) to Our Group companies or any other party as part of the transfer or sale of Our business or other corporate transaction.

10 Governing law and the dispute resolution

We believe the best way to solve any disputes, controversies and claims is talking it out! So, in case you have any questions or concerns, you can always contact our customer service team via legal@compensate.com .

Finnish law shall apply to the Merchant Agreement, and the Merchant Agreement shall be interpreted according to Finnish law, without regard to conflict of laws principles. 

If the dispute, controversy or a claim arising out relating to the Merchant Agreement, or the breach, termination or validity thereof cannot be settled in a mutual negotiations between You and Compensate, it shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one (1), the seat of arbitration shall be in Helsinki, Finland and the language of the arbitration shall be English. 

11 Contact information

You can always find this agreement again right here on compensate.com and in the app's settings in Shopify.

Please also read the Data Processing Agreement below.

The Compensate Privacy Policy can be found here.

Any questions in mind? You can always contact us via support@compensate.com !

Customer Support 

Compensate Operations Oy

support@compensate.com

DATE 27.7.2020

Data Processing Agreement

Still some paperwork to be done! Because we exchange data to make the Application work, we must legally agree on exchanging that data.

Because you might be subject to the the Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (hereinafter referred to as the “GDPR”) you must have a written agreement in place with all the entities you rely on in processing personal data. Because you rely on us in collecting certain information about you and your Point of sale (POS) hosted by Shopify (hereinafter referred to as “Your Store” or “Merchant Store”). This is why we need to have this Data Processing Agreement (hereinafter referred to as the “DPA”) signed.

1 Background and purpose

The purpose of this document is to agree on how we exchange the data, ie. how the processing happens, how we protect personal data, and how we fulfill the requirements under GDPR.

We” or “Compensate” Compensate Operations Oy, incorporated under the Finnish laws, with the business ID 2993434-1, address Lönnrotinkatu 7 B, 00120 Helsinki, Finland and you agreeing to this DPA (hereinafter “You” or the “Merchant”) have entered into agreement (hereinafter referred to as the “Merchant Agreement”) under which Compensate provides You a service in which Your customers (hereinafter referred to as “Your Customers”) can offset the carbon footprint of the shipping of products or services available at Your Store. As part of the services, We will process certain personal data, such as shipping details of Your Customers, on Your behalf. You and We jointly referred to as the “Parties”. 

The terms “personal data”, “process”, “controller”, “processor” and “data subject” used in this DPA shall have the meaning set forth in the GDPR. 

The purpose of this DPA is to agree on the processing, protect personal data and to fulfil the requirements under the GDPR. Compensate shall process personal data in accordance with the GDPR and any applicable national privacy and/or data protection legislation in Finland (together the “Privacy Legislation”).

2 Processing of personal data

The Merchant shall be the controller and Compensate shall be the processor of personal data under this DPA. 

If and when dealing with personal data, you have to make sure that you follow the Privacy Legislation

The Merchant shall ensure that there is a legal basis for the processing of personal data and that the processing of personal data on its own part complies with the Privacy Legislation. The Merchant shall provide Compensate with all necessary, written instructions regarding Compensate’s processing of personal data. The Merchant shall also inform Compensate of any erroneous, rectified, updated or deleted personal data. The Merchant shall exclusively determine the purposes of the processing of personal data. 

If and when we process any personal data, we do so only to fulfill the obligations under the Merchant Agreement and the DPA.

Compensate shall process personal data only in accordance with the Merchant’s written instructions, the terms of the Merchant Agreement and this DPA, unless it is required to process the personal data in a certain manner under the Privacy Legislation or any other national legislation Compensate is subject to. In such case Compensate shall inform the Merchant of such legal requirement before processing the personal data, unless such informing is prohibited. Compensate is only entitled to process personal data for the purpose and manner which is necessary to perform its obligations under this DPA and the Merchant Agreement. 

3 Security Measures

When dealing with data, we both make sure there are reasonable security measures in place.

Parties’ Security Measures

The Parties shall agree upon implementation of appropriate technical and organisational security measures for the processing of personal data as referred to in Article 32(1) of the GDPR. The agreed security measures may be described in more detail in Appendix 1.

Compensate Security Assistance

Compensate shall reasonably assist the You in ensuring compliance with the obligations pursuant to Articles 32–36 of the GDPR taking into account the nature of the processing and the information available to Compensate. Compensate shall notify You of any personal data breach without undue delay after having become aware of it.

Security Compliance by Compensate Staff

Compensate shall ensure that that personnel with access to personal data have received training regarding processing of personal data and have committed themselves to confidentiality.

We will refer you the data requests from any data protection authority and cease to process the personal data when this DPA is terminated, if the processing of the data is not required by law. 

If Compensate receives a request for information from any data protection authority, data subject or any other third party with regard to personal data, such request shall without undue delay be forwarded to personal data to You to the email address You have provided to us. 

In connection with the termination of this DPA for whatever reason, Compensate and any third parties authorized as another processor under this DPA to have a logical access and process personal data in order to provide parts of the services of the Application (hereinafter referred to as the “Subprocessor”) shall immediately cease to process personal data, and delete or return personal data to You. Compensate and any Subprocessors shall also destroy any copies of personal data in its possession or control unless storage is required under applicable law.

4 Subcontracting

Here’s what we need to agree on when it comes to third parties or Subprocessors dealing with personal data.

The Merchant specifically authorizes the engagement as Subpocessors of the entities defined in the Appendix 1. 

In addition, the Merchant generally authorizes the engagement as Subprocessors of any other third parties (hereinafter referred to as the “New Third Party Subprocessors”). When engaging any New Third Party Subprocessor, Compensate will

i) ensure a written contract that:

  • The Subprocessor only accesses and uses personal data to he extent required to perform the obligations subcontracted to it, and does so in accordance with the Merchant Agreement and this DPA
  • The data protection obligations described in the Article 28(3) of the GDPR, as described in this DPA, are imposed on the Subprocessor; and

ii) remain fully liable for all obligations subcontracted to, and all acts and omissions of the Subprocessor. 

Compensate informs you about Subprocessor changes. You may object by terminating the Merchant Agreement and the DPA.

When any New Third Party Subprocessor is engaged during the term of this DPA, Compensate will, at least fourteen (14) days before the New Third Party Subprocessor starts processing any Customer Data, notify the Merchant of the engagement (including the name and location of the relevant Subprocessor and the activities it will perform).

The Merchant may, within thirty (30) days after being notified of the engagement of a New Third Party Subprocessor, object by terminating the Merchant Agreement and this DPA immediately upon written notice to Compensate. This termination right is The Merchant’s sole and exclusive remedy if The Merchant objects to any New Third Party Subprocessor.

5 Transfers outside of EU/EEA

Because GDPR is legislation of the European Union, we also have to agree on how any data can be transferred from the EU/EEA.

Compensate may transfer personal data outside the European Union (EU) or the European Economic Area (EEA) without the Merchant’s prior written approval. Any such transfer shall be subject to an execution of standard data protection clauses adopted in accordance with Article 46(2) of the GDPR between Compensate and its Subprocessors, as applicable, or other appropriate safeguards as prescribed under Chapter V of the GDPR.

6 Processing records

Under GDPR we also agree on how any of these records can be processed.

To the extent the GDPR requires Compensate to collect and maintain records of certain information relating to the Merchant or Merchant’s Store, Compensate will, where requested, to supply such information and keep it accurate and up-to-date. Compensate may make any such information available to the Supervisory Authorities if required by the GDPR.

7 Follow-up of processing personal data

Under this agreement and GDPR, you have the right to request an audit or inspection. Data protection authorities also have the right to the same.

Compensate shall make available to the Merchant on its request the information necessary to demonstrate compliance with Compensate’s obligations laid down in this DPA and allow for and contribute to audits or inspections conducted by the Merchant, an auditor mandated by the Merchant or any data protection authority. Compensate may require any person participating in such an audit to sign a reasonable confidentiality undertaking. 

Each Party shall be liable for its own part of the audit or inspection costs. In other words, if You request an audit, You will be liable for the costs of it.

8 Liability

Here’s what we agree on liabilities:

Compensate shall compensate You in respect of damages incurred by the Merchant due to and to the extent processing carried out by Compensate being in breach of its obligations under this DPA or the Privacy Legislation. Notwithstanding the aforementioned, Compensate shall not be liable to You for any indirect, consequential, or other corresponding damages, including loss of revenues or profits, lost information, or business disruption that are in any way due or related to the use of the Application or the DPA. 

In any case, the total joint liability of Compensate and the Foundation shall be limited to the sum You have paid to Compensate in accordance with the Merchant Agreement over two months preceding the date when Your original claim was made. If You have not paid anything to Compensate during this period, Your sole legal remedy is to discontinue the use of the Application and terminate the Agreement. 

9 Term and Termination

This agreement comes to effect when you start using the Application, and stands as long as the Merchant Agreement is also valid.

The DPA shall apply from the day it has been accepted as a part of the Merchant Agreement by the Parties. By installing the Application You are accepting the Merchant Agreement, the DPA and the Compensate Privacy Policy. 

The DPA is valid as long as the Merchant Agreement is applicable. Please see Section 8 (Term and Termination) and other relevant sections in the Merchant Agreement. 

What has been agreed upon the assignment of the agreement and the governing law and the dispute resolution in the Merchant Agreement, shall also apply to this DPA.

10 Appendices

The following Appendices shall form an integral part of this DPA:

Appendix 1 Personal data Description

When referring to the DPA the reference shall include all Appendices to this DPA and the relevant parts of the Merchant Agreement. If the content of the Merchant Agreement or the Appendices conflict with the contents of the DPA, the content of the DPA shall take precedence. If the contents of the Appendices deviate from each other, the Appendix with the lower sequence number shall take priority.

Appendix 1: Personal Data Description

1 The nature and purpose of processing

The subject matter and the purpose of the processing of personal data is to provide You a service in which Your customers can offset the carbon footprint of the shipping of products or services available at Your Store and to carry out our contractual obligations. We may also process the data for communicating with You and marketing the Services and our other relevant products and services to You. 

We may also use the data for quality improvement and trend analysis. In addition, we may process the data to administer and fulfil our obligations under the law (for instance, bookkeeping) and for claims handling and legal processes. 

2 Categories of personal data and Data Subjects

The following categories of personal data of the following data subjects will be processed by Compensate: 

  • Category of Data Subjects: Your customers, Category of personal data: Shipping details of the product/service purchased on Your Store (city, country, country code)
  • Category of Data Subjects: Merchants, Category of personal data: Contact email

3 The Parties have agreed upon the following technical and organisational security measures for processing of personal data

We use administrative, organizational, technical, and physical safeguards to protect the personal data we collect and process. Measures include, for example, encryption of personal data using the 256-bit  Advanced Encryption Standard (AES-256) or better symmetric keys and two-factor authentication. We are committed to improving the safety and security of the Services and will, for example, create an internal reporting system.  

Only a limited number of people, trained on the data protection issues, have access to the personal data.

4 Approved Subprocessors and their transfers

The Merchant approves the use of the following Subprocessors for processing personal data:

  • Name of the company: Compensate Foundation**, Service location:** Finland**, Country of registration:** Finland**, Service provided to us:** Compensate Foundation receives the Compensation fees and purchases carbon offsets.
  • Name of the company: Shopify International Limited**, Service location:** EU, other service locations like Canada and U.S. See  the privacy policy of Shopify , Country of registration: Ireland**, Service provided to us:** The Application is integrated within the Shopify platform. Shopify enables us to show the Application widget to Your Customers.
  • Name of the company: Google Ireland Limited, Service location: The data is hosted in the Netherlands, see  the privacy policy of Google  on data transfers**, Country of registration:** Ireland**, Service provided to us:** The heart of the Compensate service is using Google Cloud Platform to be able to deliver the service to you.
  • Name of the company: PayPal (Europe) S.a.r.l. et Cie, S.C.A., Service location: EU, other service locations as well. See  the privacy policy of Paypal. , Country of registration: Luxembourg**, Service provided to us:** The Compensation fees and other payments are directed to a Paypal Account. 

DATE 27.7.2020