1. Subject – Membership

1.1 Under the present Terms, “Services” means a) online business support independent services with the use of the smart segmentation method regarding your product catalog, b) association of your Google Merchant Center account with our Shoply CSS (Comparison Shopping Service) and presence of your products on our Shoply price comparison website (css.shoply.pro), and c) the Shoply platform on our website, which is a software solution that enables the automated performance of smart segmentation regarding your product catalog with the use of statistical models based on a combination of signals and on parameters set by you, as detailed in clause 3 hereof. All Services are provided by us for a fee, as detailed in clauses 3 and 5 hereof.

To use our Services you must create a Shoply account and subscribe to one of our membership plans, as detailed below, by providing a valid payment method that will be charged each billing cycle, until your membership is terminated. When you subscribe to use our Services, you are granted a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to use our Services during the term of your subscription, in accordance with these Terms. Notwithstanding the trial period mentioned below in clause 2 hereof, your payment method will be charged on a monthly basis. If you do not terminate your membership prior to the billing date, you authorize us to charge you the monthly fee for the next billing cycle. Payments are non-refundable and we do not provide refunds of membership fees under any circumstances.

We are a certified Google CSS Partner and we own, operate and provide the Shoply price comparison website (css.shoply.pro). We retain the right to reject an order for any services at our sole discretion. You shall be notified of the rejection.

1.2 We offer a number of membership plans with different monthly fees. In order to create an account and select a plan, you need to provide a valid email address. You can find details regarding your membership plan by visiting our website.

1.3 The Services provided by us under the present Terms are not addressed, nor offered, to Consumers and should not be used by any person or entity acting as a Consumer. You expressly state and warrant to us that you are a non-Consumer. You must be 18 years of age or older to enter into this agreement and use our Services.

1.4 The subject and purpose of the present Terms is the regulation of the relationship between you and us with regard to the provision of our Services. You recognize that you have been fully informed on these Terms and that you have accepted them before placing an order.

2. Duration – Trial Period

2.1 The term of this Agreement shall be indefinite. Your membership will continue until terminated, as per clause 6 hereof. We will provide to you the agreed Services with effect from the date you received our confirmation email after subscribing to our Services.

2.2 If you selected our Smart Segmentation Smart plan (see below), the first thirty (30) days after the above effective date shall constitute a free trial period during which we will provide free of charge to you smart segmentation services (Smart plan) as detailed in clause 3.1 hereof. After the end of the aforementioned free trial period, and as long as your membership is not terminated, you will be charged, depending on the plan you selected, the Smart plan membership fees and we will continue to provide the appropriate services to you, charging you normally per billing cycle based on your selected plan, until your membership is terminated. Only one free trial period per Tax Identification Number is allowed.

2.3. We retain the right to reject an order for free trial Services, at our sole discretion. You shall be notified of the rejection. We retain the right to terminate the free trial period at any time and at our sole discretion, for any reason, and the termination will take place immediately. You shall be notified of the free trial period termination and your payment method shall not be charged.

3. Provided Services

3.1 SMART PLAN:

• Presence in Shoply CSS, i.e. association of your Google Merchant Center account with our Shoply CSS and presence of your products on our Shoply price comparison website (css.shoply.pro).
• Up to 20% discount on your Shopping Ads CPC.
• Smart Segments for Google Ads with use of Predictive Analysis & GA4 Integration, i.e. automated smart segmentation of your product catalog, in order to group the products of your Google Merchant Center account, based on parameters set by you, by using our online Shoply platform.
• Product Feed Optimization, i.e. feed optimization of your product catalog in your Google Merchant Center account.
• One-Off Kickstart Setup (upon request).
• Standard email support.

These services can only be utilized through Google Shopping Ads (including Google Performance Max campaigns), which will be managed and placed exclusively by you.

3.2 PREMIUM PLAN:

In addition to the services provided under the Smart plan, as detailed above in clause 3.1, we will also offer the following services:

• Expert guidance & monitoring by a dedicated Shoply advisor, i.e. direct access (via email) to a dedicated advisor for personalized support on using our Shoply platform effectively.
• Priority email support.

3.3 ENTERPRISE PLAN:

In addition to the services provided under the Premium plan, as detailed above in clause 3.1.2, we will also offer by way of example but not limitation, the following services:

• One-Off Kickstart Setup (included in plan, no need to request).
• Real Time Data Integration.
• Multiple Shops / Users.
• Custom email support.

3.4.1 Presence in Shoply CSS is included as part of each plan but not mandatory. Τhe client may elect to continue using their existing CSS provider if preferred.

3.4.2The provision of all the above services mentioned in clauses 3.1, 3.2 and 3.3 hereof require the use of our Shoply platform and are offered through our Shoply software solution.

3.4.3  The provision of all the above services mentioned in clauses 3.1, 3.2 and 3.3 hereof also require the use of the technologies/platforms Google Ads, Google Performance Max, Google Merchant Center and Google Analytics. You expressly agree to the use of said technologies/platforms. These third party services with respect to your accounts will be invoiced directly to you.

3.5 After creating a Shoply account, you shall use the step-by-step process on our website in order to connect your Google Ads and Google Merchant Center accounts to Shoply. Optionally, you may also link your Google Analytics account with Shoply. Specifically, during this process, you shall select which account to connect to Shoply and allow Shoply to access your account. Please note that Shoply only requires “view” access for your Google Ads account and that we will never edit, create or delete content on your Google Ads account. However, due to how Google handles access to Google Ads accounts, full permissions are required. If you wish for us to manage the setup on your behalf you shall: a) link your Google Ads account with our Google Ads manager account (My Client Center (MCC) account), and b) grant us necessary access to your Google Merchant Center account, Google Merchant Center XML feed, and optionally, view-only access to your Google Analytics account. If you wish to receive continued guidance post-setup, this access will need to remain active; otherwise, you may revoke our access once the setup is complete.

Additionally, if you wish, you may accept the association of your Google Merchant Center account with Shoply CSS, and allow us to display your products on our Shoply price comparison website. These are optional but recommended for the full provision of the agreed Services. After this process is completed, an XML file shall be created and you shall upload the newly created XML file on your Google Merchant Center account. After your Shoply account is set up through the above process, you may freely add or remove access to Google Ads, Google Merchant Center and Google Analytics accounts through Shoply’s dashboard. We cannot provide full Services to you if you do not connect your Google Ads and Google Merchant Center accounts to Shoply. If you request a One-Off Kickstart Setup, then we will have to edit or create content on your Google Ads account, as part of the Setup process, and you grant us the right to do so, specifically for this purpose. We may also edit or create content on your Google Ads . We shall not be liable for delays and/or damages due to any delayed or inadequate granting of the above appropriate access by Client or due to errors present in the above accounts, data and information of the Client.

For each Google account email linked to Shoply by you, we keep a token that allows Shoply to communicate with your accounts. Although this token is encrypted and we have taken further appropriate technical measures to protect your data, please note that no online communication is 100% safe.

SWITCHING TO SHOPLY CSS

After you subscribe to our Services, we will send you a switch request using your Merchant Center ID and you will receive a notification email. In order to switch from your old CSS to SHOPLY CSS, you will need to accept the switch request. Your old CSS provider will also get a request to release your Merchant Center. After the process is complete, your Google Merchant Center account will be associated with our Shoply CSS.

SWITCHING FROM SHOPLY CSS

If you decide to cancel your subscription and terminate our agreement, you will have to switch to a different CSS. Switching from Shoply CSS to a different CSS follows a similar process as above, where you will have to accept a request to switch.

Notwithstanding the process of switching to and from Shoply CSS, we do not offer any support services in relation to the above Shoply CSS services.

3.6 The aforementioned Client’s accounts with third-party providers to which we gain access, i.e. Client’s Google Ads and Google Merchant Center accounts, as well as their content, are under the exclusive management of Client for the duration of the contract. The only changes made by us concern exclusively the above Services under clause 3 and are made only for the purposes of this contract. Any interventions and/or modifications made by you to the above accounts may affect the quality and correctness of the services provided. Additionally, any modifications made by you to the parameters, which are used by our Shoply platform in order to provide smart segmentation services, may affect the optimization and quality of the services offered by our Shoply software solution. Accordingly, we shall not be liable to you in the event of improper or unsatisfactory provision of services due to such interference or modifications made by you to either third-party accounts or parameters of our Shoply platform.

3.7 We do not guarantee the complete or partial permanent existence of the Google CSS program or its terms of use and we are not responsible, nor liable, for any of this. We are not liable for any modification, malfunction, or interruption of the Google CSS program. We do not guarantee the permanent existence of the Shoply CSS or the Shoply website or the Shoply platform or the successful display of Google Shopping ads via the Shoply CSS or the successful display of your products on the Shoply website and we are not responsible, nor liable, for any of this. If the conditions of the Google CSS program are significantly changed or if we lose our CSS status, then we have the right to switch your Merchant Center back to Google Shopping Europe.

3.8 Client acknowledges that KOOLMETRIX in no way guarantees, nor could it by nature of the above services and technologies guarantee, the achievement of specific objectives as a result of the provision of its Services, such as, for example, a percentage increase in website traffic or in page popularity, a percentage increase in website visitors placing orders, a percentage increase in Client’s website active clientele or its turnover, a percentage increase in the number of orders. Any reference to such measurable results is based on the experience and results of our previous work but it is strictly indicative, does not bind us, nor does it create any claim or right to compensation in favor of you in the event that the same or similar results are not achieved.

3.9 You agree that we have the right to refer to the existence of the business relationship/collaboration created under this Agreement, as well as to any positive measurable results produced during its operation for the purposes of commercially promoting and advertising our business throughout the duration of this Agreement and after its final termination. Likewise, and in implementation of the above, you grant us the right to use, solely for the above purposes, your trademarks (e.g. posting a your trademark or product mark on our corporate page or in a commercial presentation made by us). It is expressly agreed that the obligations in this clause 3.9 prevail over obligations in any confidentiality conditions or confidentiality agreements if such were concluded by the Parties.

3.10 Client acknowledges that we reserve the right to make changes to the Client’s Shoply account as well as to the Shoply application itself at any time.

4. Sale of Services – Changing Subscription Plan

4.1 The information contained in these Terms and on our website does not constitute a sale proposal but an invitation to get information. Your order is an offer to us to subscribe to the Services in your order. An order of Services entails your obligation to pay the monthly fees corresponding to the membership plan selected in the order.  Your contract is with KOOLMETRIX P.C.. All requests related to our Shoply CSS services will be processed in chronological order and, as a result, we cannot provide you with a time estimation in relation to the start date or the end date of these specific services. When you make an order, you indicate that you have read all the instructions provided during the checkout process and that you accept this contract and all its terms, without any reservation.

Placing an Order

In order to place your order and subscribe to our Services, you choose one membership plan on our website and then you are guided to the checkout area where you can create an account and place your order. We shall confirm your order by sending a related email to your email address. After your order is processed, you will be guided to the above step-by-step process of setting up your Shoply account and linking your Google Ads and Google Merchant Center accounts with Shoply.

4.2 You may change the membership plan you are subscribed to at any time by using Shoply’s dashboard on our website, subject to these Terms.

Upgrade Plan

When you request an upgrade to a membership plan which costs more than your current plan per month, the upgrade can be made within one (1) working day, but you will have to pay the difference between the fees of your current plan and the fees of the new plan proportionally for any days remaining in your current billing cycle. These extra fees will be calculated proportionally based on your new plan’s monthly fees.

When you make a request for an upgrade, we will need one (1) working day to set everything up. Then we will send you a notification email and you will have to go through our checkout area again, in order to pay the aforementioned extra fees. After the payment is made, your new membership plan will be activated. At the start of your next billing cycle, your payment method will be charged on a monthly basis according to your new plan.

Downgrade Plan

When you request a downgrade to a membership plan which costs less than your current plan per month, the downgrade will take place at the start of your next billing cycle (i.e., the first day of the next month). Until the start of your next billing cycle, your current plan will remain in force. Payments are non-refundable and we do not provide refunds of membership fees under any circumstances. At the start of your next billing cycle, your payment method will be charged on a monthly basis according to your new plan.

5. Fees and expenses – Methods of Payment

5.1 To use our Services you must subscribe to one of our membership plans, as detailed below, by providing a valid payment method that will be charged each billing cycle, until your membership is terminated. The monthly membership fee for the plan you selected will be charged to your payment method on the first day of each month.

You agree that the fees detailed bellow constitute a fair remuneration for the Services provided by us:

SMART PLAN: a monthly fee of 199,00 euros per month plus VAT where applicable.

PREMIUM PLAN: a monthly fee of 399,00 euros per month plus VAT where applicable.

ENTERPISE PLAN: The monthly fee (plus VAT where applicable) depends on the final amount of shops / users, as well as any other custom requests.

5.2 The above fees do not include any applicable VAT which, when it is demanded, will be paid additionally by you.

5.3 The above monthly fees shall be charged to your payment method on the first day of each month, otherwise we will not be able to provide any services. You expressly agree that the provision of our services will begin only after the amount of the respective monthly fee has been fully paid by you, in accordance with clause 5.1 hereof. After the fee has been paid by you, the relevant invoice will be issued immediately and it will be sent within 3-5 working days to you in electronic form via email. It is expressly agreed that we are not obliged to provide any service so long as all fees due by you for the respective services you require have not been paid in time. Payments are non-refundable and we do not provide refunds of membership fees under any circumstances. Any fees that have been paid in advance by you are not refunded to you by us, even if a notice of termination has been submitted or this contract is terminated for any reason.

5.4 The payment of the above monthly fees will be made by charging your payment method each billing cycle.

5.5 We accept the methods of payment supported by Viva Wallet (www.vivawallet.com). The overall payment procedure shall be exclusively performed within the safe environment of Viva Wallet. In order to charge your payment method each billing cycle and for security reasons, through Viva Wallet, we collect and store the type of your card, your card’s last four digits and your card’s expiration date.

6. Termination of the Agreement – Cancellation of Membership

6.1 This Agreement may be terminated for any reason by either Party at any time and as a result of the termination this Agreement shall end. If we wish to terminate this Agreement, then we will send you a written notice of termination via email. If you wish to cancel your membership (i.e. terminate this Agreement), then you will need to use  Shoply’s dashboard to request a cancellation of your subscription. After your cancellation request, your subscription’s status will be set to “pending cancellation”, until your billing cycle, which was in force at the time of cancelation, is completed. After said billing cycle is completed, then the status of your subscription will be set to “cancelled” and the contract will be terminated. You cannot withdraw a request to cancel when your subscription’s is set to “pending cancellation” and you cannot reactivate a subscription that has been set to “cancelled”. If, after cancellation, you wish to use our Services again, then you need to set up a new subscription. If you wish to completely delete your user account, then you will need to send us a relevant request via email to [email protected].

We retain the right to terminate the provision of the Shoply CSS services (i.e., association of your Google Merchant Center account with Shoply CSS and presence of presence products on our Shoply price comparison website) at any time and at our sole discretion, for any reason, without prior notification and the termination will take place immediately.

If no advance payment of fees has been made by you prior to the written notice of termination or cancelation request, then the contract is terminated immediately. If a fee has been prepaid by you prior to the written notice of termination or cancelation request, then after the written notice of termination or cancelation request we will continue to provide our Services for the period of time already prepaid by you, unless you request otherwise, in which case the contract is terminated immediately. Once the aforementioned period of time for which a fee has already been paid in advance by you has passed, then e will cease to provide our Services and this contract will be terminated. If the contract is terminated as defined in this clause 6.1, then we have no obligation to refund to you any amount of fees that has already been paid in advance.

6.2 This Agreement shall be terminated by us immediately in case you do not comply with your confidentiality obligations as outlined herein or if you transfer or assign to a third party your obligations or rights under this Agreement, unless we have been informed and have consented in writing to such transfer/assignment. If the contract is terminated as defined in this clause 6.2, then we have no obligation to provide any service after the termination of this agreement, nor to refund to you any amount of fees that has already been paid in advance.

6.3 This Agreement shall be automatically terminated upon a Party’s death or upon the appointment of a legal guardian for a Party and in case a Party is dissolved, declared bankrupt, or is put into special liquidation or a respective request is pending against it or a request for a conciliation/reorganization procedure is pending against it or when it terminates its operations in any manner or if a Party is found, under applicable law, to be operating illegally and/or is involved in illegal activities. If the contract is terminated automatically, then we have no obligation to provide any service after the termination of this agreement, nor to refund to you any amount of fees that has already been paid in advance.

6.4 After the termination of this Agreement for any reason, the changes made by us to the above accounts of the Client shall become inactive. Furthermore, after the termination of this Agreement for any reason, you will have to switch to a different CSS. If we do not receive a request to switch to a different CSS, then we have the right to switch your Merchant Center back to Google Shopping Europe. You will have to accept a request to switch. It is expressly agreed that, after the termination of this Agreement, we have no obligation to provide any services.

7. Nature of Collaboration

Due to the nature and purpose of this Agreement, we provide independent services and services through our Shoply platform, an online software solution, which means that we shall not be subject to the supervision or control of Client and answer to Client only for the quality of the services we provide and for our timely response to the requirements of Client. It is clarified that we hereby do not undertake to provide online advertisement placement services or advertising budget management services, nor any other service beyond those expressly mentioned in clause 3 hereof.

8. Information, technical specifications and data of Client – Force Majeure

8.1 The Parties expressly agree that the appropriate, accurate and timely disclosure/delivery by you to us of all the required information, technical specifications and data is necessary for us to meet our obligations under this Agreement. Therefore, we are not liable for inadequate or late provision of services, works and deliverables if this is due to the inadequate, inaccurate or late provision of all the aforementioned elements by you to us.

8.2 Neither Party shall be liable for failure to fulfil its obligations, if it is due to force majeure, as defined by the existing applicable legislation and the case law of Greek Courts, for as long as the force majeure events persist. Each Party shall notify the other Party in writing without delay when those reasons cease to exist.

9. Liability

9.1 It is expressly agreed that damages paid by us to you, due to any cause that may arise from or may be connected with this Agreement, may not be higher than the amount paid, if any, by you to us during the six (6) month period prior to any cause of action arising, unless otherwise specified in a particular term herein. The above limitation of liability, which is the total maximum threshold of compensation, is also applicable when your right to compensation is based on more than one cause, claim or legal basis.

9.2 It is expressly agreed that with regard to the content of promotional actions and displayed advertisements, as well as any statements and representations included in them and intended for consumers and users of the Internet, we bear no responsibility or liability whatsoever towards any third party or authority for the accuracy and truthfulness of such statements, information and representations (e.g. Product Feed XML), towards whom Client remains solely responsible and liable, unless we have acted contrary to the instructions of Client or contrary to a provision of law governing our operation, good faith and honest commercial practices.

9.3 You shall fully indemnify and cover us by any legal means and for any damages, including any amount awarded against us by judgment or charged, legal costs and fees of our lawyers, as well as any moral damages, in any case where we for any reason are convicted or have agreed via a court or out-of-court settlement to indemnify a third party who has been harmed by our acts or omissions or if we are obliged to pay an administrative or other fine or fee to any Greek or other Authority or Service or when any penalty is imposed to us, for any act or omission made by us under your orders and/or for the purposes of this Agreement.

10. Intellectual Property and Third Party Rights

10.1 The Parties agree that any intellectual property rights created by us for the purposes and over the course of this Agreement, shall not be transferred. It is expressly agreed that this term applies to the content of all deliverables and content in general created by us under this Agreement. We shall, however, grant you a license to use such intellectual property exclusively for the purposes of this Agreement. The aforementioned license to use shall be revoked automatically after the Parties have terminated their collaboration in any way.

10.2 Each Party warrants that the performance of this Agreement does not and will not in the future infringe any rights of third parties, including indicatively trademark and/or patent rights, intellectual property rights, copyright, related rights, trade secrets etc. Specifically, Client warrants that Client owns or has secured all necessary licenses for the use of the material Client gives to us, and that in respect of said material It does not infringe any third party rights and that said material is not contrary to morality and/or public order.

11. Confidentiality Duty

11.1 Each Party promises and undertakes the obligation not to disclose directly or indirectly to third parties any information classified as confidential by its nature or by an agreement, as detailed bellow, and which has been disclosed by the other Party, unless such disclosure is necessary for the purposes of this Agreement or the other Party allows it in writing. In addition, each Party promises and undertakes the obligation:

1. To give access to confidential information only to its employees and associates only if they are involved in this Agreement and only to the extent necessary to provide the agreed Services and the generally smooth performance of this Agreement.
2. To protect confidential information and to take the greatest possible precautions – measures to prevent any unauthorized use, publication or dissemination in any way of confidential information.
3. To immediately notify the other Party if it becomes aware that information classified as confidential, as detailed below, have become known or are in danger of becoming known to third parties due to actual or potential error or negligence. In the latter case, it must contribute in any way possible, unless otherwise requested, in order to limit the scope and/or the consequences of the disclosure.

11.2 For the purposes of this Agreement, “confidential information” means any technical, financial, accounting, scientific, commercial, legal or other information that is owned or held by a Party (either because they have been acquired by that Party or because they have been entrusted to the Party by third parties) and have been or will be disclosed to the other Party in any form (written, oral, electronic, designs, etc.) in the context of their cooperation as defined by the terms of this Agreement or in the context of its drawing up and operation. In doubt, all the terms contained in this Agreement, as well as any future modifications or extensions or future schedules of this Agreement, shall be considered confidential information.

11.3 The Parties undertake the obligations arising from this clause 11 for the duration of this Agreement and for three (3) years after its termination or suspension in any way. In the event that this Agreement is amended or replaced by another agreement, the terms of this clause 11 shall continue to be binding on the Parties, unless the Parties in writing abolish or amend in any way this clause 11 that pertains to confidentiality duty.

12. Personal Data Processing Terms

For the purposes of the terms that relate to the processing of personal data, you shall be called “Controller” and we shall be called “Processor”. Controller and Processor mutually agreed and accepted the following:

1. During the performance of this Agreement and for its purposes Controller may disclose or transfer to Processor information that constitute Personal Data under applicable Greek and European Union (EU) legislation (hereinafter “Applicable Law”).
2. It may be necessary for Processor to process certain Data that are considered Personal Data under Applicable Law on behalf of Controller, in order to successfully perform its obligations under this Agreement.

Therefore, the following were agreed, stipulated and mutually accepted:

12.1 Processor is appointed by Controller to Process such Personal Data for and on behalf of Controller as is necessary for the performance of this Agreement, and as may subsequently be agreed to by the Parties in writing. Any such subsequent agreement shall be subject to the provisions of this Agreement.

12.2 Processor shall process Personal Data exclusively for the purposes of this Agreement, as entered into between the Parties, on behalf of and only under the direction of Controller, unless Processor has a legal obligation under the Applicable Law to do otherwise.

12.3 In case Controller transfers or in any way discloses to Processor Personal Data which are not necessary for the performance of this Agreement, then Processor shall notify Controller of this occurrence and shall destroy or delete completely the aforementioned unnecessary data.

12.4 The data will be processed exclusively within a Member State of the European Union (EU) or within a Member State of the European Economic Area (EEA). Any transfer of data to a country which is not a Member State of either the EU or the EEA requires the prior consent of Controller and is subject to compliance with the special requirements on transfers of personal data to countries outside the EU/EEA, in accordance with the Applicable Law.

12.5 Processor shall keep Personal Data logically separate to data Processed on behalf of any other third party.

12.6 Throughout the duration of Processing, Processor shall take measures to establish data security in accordance with Applicable Law. The measures to be taken must guarantee a protection level appropriate to the type of data, to the nature and the purpose of processing and to any relevant risks, and must guarantee the confidentiality, integrity, availability and resilience of the Personal Data. The aforementioned technical and organizational measures shall be monitored and evaluated regularly by Processor.

12.7 Processor undertakes to provide to Controller on request all necessary information, clarifications and evidence that are necessary for Controller in order to attain knowledge of which are the technical and organizational measures that are mentioned in clause 12.6 hereof.

12.8 Processor ensures that its personnel, under any capacity and especially if they have access to Personal Data, are well trained and have the necessary skills and knowledge in order to enable Processor to fully meet its obligations under this Agreement.

12.9 If a Data Subject makes an application directly to Processor to request the exercise of any of its rights that are relevant to his Personal Data that are processed by Processor under this Agreement, then Processor must forward this request to Controller without delay and to execute Controller’s directions accurately. Processor may not on its own authority take any action, especially Processor may not rectify, erase or restrict the Processing of Personal Data that is being processed on behalf of Controller, but shall only do so on written instructions from Controller or if it is required by this Agreement or by Applicable Law.

12.10 Processor shall notify Controller in the most expedient time possible under the circumstances and without unreasonable delay after having become aware of any potential, accidental, unauthorized, or unlawful destruction, loss, alteration, or disclosure of, or access to, Personal Data (hereinafter “Personal Data Breach”). Processor shall investigate the Personal Data Breach and inform Controller. In addition, Processor shall take appropriate measures, within his capabilities, to prevent further Personal Data Breaches. In consultation with Controller, Processor shall take all appropriate actions and measures to restore the security level, to secure the data and to limit any possible further detrimental effect on the Data Subjects and on Controller’s interests, if this detrimental effect is connected to the Personal Data Breach or is a consequence of the Personal Data Breach.

In addition, Processor shall provide to Controller any information that Processor has and that Controller may reasonably ask in relation to the Personal Data Breach.

12.11 Processor shall assist Controller by taking appropriate measures with regard to Controller’s obligation to inform competent authorities and Data Subjects in case of a Personal Data Breach (obligation to notify and communicate a personal data breach), as well as with regard to any obligation to produce an Impact Assessment (DPIA).

12.12 Upon completion of the contractual work as laid down in this Agreement or when requested by Controller, and within a reasonable time which shall not exceed ten (10) days, Processor must, at the discretion of Controller, return to Controller all documents in its possession and all work products and data produced, or delete them in compliance with the Applicable Law. The deletion log must be presented by Processor upon request by Controller.

12.13 Controller hereby declares that upon entering into this Agreement Controller is aware that, for the provision of the Services of this Agreement, it is necessary to use the services of the following third-party providers and consents to such use in case they are considered, for any reason, to be Sub-Processors of Processor:

Processor is prohibited from assigning to a Sub-Processor the processing in any way of personal data, which Processor undertook under this Agreement, unless, prior to the commencement of the aforementioned processing, the following conditions are met cumulatively:

1. a) Processor has notified in writing Controller and has Controller’s written consent. The relevant notification must at least include, apart from Sub-Processor’s identity, the purposes and the extent of the proposed Processing by a Sub-Processor, as well as information on whether the processing will take place in a country outside of the EU/EEA.
2. b) Processor has guaranteed that the proposed processing by Sub-Processor is completely compliant with Greek and EU Personal Data legislation.
3. c) Processor shall impose on Sub-Processor the same data protection obligations, which Processor undertakes towards Controller, as set out in this Agreement, in particular with regard to the provision of sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the Processing will meet the requirements of the Applicable Law.

12.14 In case Controller, with regard to the data mentioned in this Agreement, is considered a processor under Applicable Law, then it is agreed that the other Party herein is considered a sub-processor and that with regard to everything else all the terms of this Agreement apply fully.

13. Cookies & Similar Technologies Terms

13.1 For the successful implementation of the terms of this Agreement, it is necessary to use services by third-party providers. These third-party services can only be provided if cookies by those third-party providers are utilized.

13.2 You are solely responsible for the placement of cookies for Google Ads, in application of the terms herein, which are placed on the computers of third-party users through access to websites, web applications, or social media accounts owned or controlled by you.

13.3 You promise and undertake to set such cookies and to use the information collected through them always in accordance with the rules and conditions set forth in applicable legislation, including, but not limited to, the E-Privacy Directive (Directive 2002/58 EC on privacy and electronic communications), as amended and incorporated into national legislation of Member States (indicatively Law 3471/2006, for Greece), and Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data etc. (General Data Protection Regulation), especially with regard to the process of obtaining and withdrawing the consent of each user of a device in relation to the placement and use of these cookies and to the process of informing users about these cookies.

13.4 You shall fully indemnify and cover us by any legal means and for any damages, including any amount awarded against us by judgment or charged, legal costs and fees of our lawyers, as well as any moral damages, in any case where we for any reason are convicted or have agreed via a court or out-of-court settlement to indemnify a third party who has been harmed or if we are obliged to pay an administrative or other fine or fee to any Greek or other Authority or Service or when any penalty is imposed to us, due to the fact that you did not comply with the commitments of the above clauses 13.2 and 13.3.

13.5 In case third-party service providers use technologies similar to cookies (e.g. web beacons, pixels), the above terms apply similarly to those technologies as well, to the extent that applicable legislation does not require a different treatment from cookies.

14. General and Final Terms

14.1 The exercise or the delay in the exercise of any of the rights, powers or privileges arising hereunder by any of the Parties cannot be regarded as a waiver of such or other rights, powers or privileges.

14.2 In the event that any of the terms, conditions or provisions of this Agreement shall be held invalid to any extent, such term, condition or provision shall be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law, and the Parties agree to replace any such invalid term, condition or provision with a valid one, that satisfies as much as possible the objective purpose of the invalid one.

14.3 Where this Agreement requires notification or disclosure by one Party to the other Party, such communication can be the exchange of messages via electronic mail (emails), unless it is prohibited by a mandatory provision of the applicable law or a clause of this Agreement requires a different means of communication. We will send you information relating to your account and plan via email.

14.4 All amendments and additions to this Agreement, as well as all statements, applications, approvals, etc. of the Parties relating to the contractual relationship, must be made in writing, including emails.

14.5 You expressly declare and warrant to us that your business and any websites and web applications owned or managed by you operate legally and comply with all applicable legal requirements, having obtained the relevant licenses.

14.6 If a person is accepting this Agreement on behalf of you, then this person expressly states and warrants that he is duly authorized and has right, power, authority, legal capacity and/or power of attorney to legally represent and bind the legal person which he represents and which is Party to this Agreement.

14.7 When you create an account and place an order, we collect and store all the information you provide during checkout. Your payment method information is collected and stored according to clause 5 herein. In order to switch to Shoply CSS we do not need access to your Google Ads account or your data. After your Google Merchant Center is associated with Shoply CSS, we will have access to your Google Merchant Center account. Any personal data collected are processed in accordance with clause 12 herein and our Privacy Policy. You should keep your password confidential.

14.8 This contract is between you and KOOLMETRIX. No other person shall have any right to enforce any of its terms and the agreement of any other person cannot be a prerequisite of ending the contract or making any changes to these Terms, unless the applicable law directly provides otherwise.

14.9 This agreement constitutes the entire agreement and understanding between the Parties with regards to the above Services and supersedes any previous arrangement, understanding or agreement between them and it regulates exclusively the relations between the Parties, provided that there are no written supplements or other Schedules that will be characterized as constituent elements of this Agreement or other Agreements for different Services.

14.10 Any breach of any of the terms hereunder may constitute a material breach of this Agreement and may cause its termination, in accordance with clause 6 hereof.

14.11 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the Laws of the Hellenic Republic (Greece) and the courts of Athens, Greece shall have exclusive jurisdiction.