1. Subject – Membership

1.1 KOOLMETRIX is a certified Google CSS and owns, operates and provides the price comparison website Shoply . KOOLMETRIX provides association of Client’s Google Merchant Center account with our SHOPLY CSS and presence of Client’s products on our price comparison website Shoply, as detailed in clause 3 hereof. To use our SHOPLY CSS Services you must create an account and subscribe to our membership plan, as detailed below.

1.2 In order to create an account and select your 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 KOOLMETRIX 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. Client expressly states and warrants to KOOLMETRIX that they are a non-Consumer.

1.4 The subject and purpose of the present Terms is the regulation of the relationship between Client and KOOLMETRIX with regard to the provision of the Services. The Client recognizes that they have been fully informed on these Terms and that they have accepted them before placing an order.

2. Duration

The term of this Agreement shall be indefinite. Your membership will continue until terminated, as per clause 5 hereof. We will provide to you the agreed Services with effect from the date you received our confirmation email after subscribing to our Services.

3. Provided Services

3.1 BASIC PLAN: KOOLMETRIX undertakes in particular, to associate Client’s Google Merchant Center account with KOOLMETRIX’s SHOPLY CSS and to include Client’s products on KOOLMETRIX’s price comparison website Shoply (css.shoply.pro). This service can only be utilized through Google Shopping Ads (including Google Performance Max campaigns), which will be managed and placed exclusively by Client.

3.2 The provision of the above services mentioned in clause 3.1 hereof requires the use of the technologies/platforms Google Ads, Google Performance Max and Google Merchant Center. Client expressly agrees to the use of said technologies/platforms by KOOLMETRIX. These third party services with respect to Client’s accounts will be invoiced directly to Client.

3.3 Client shall a) accept the association of Client’s Google Merchant Center account with SHOPLY CSS, and b) allow KOOLMETRIX to display Client’s products on KOOLMETRIX’s price comparison website Shoply, as these are required for the provision of the agreed Services. KOOLMETRIX 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.

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.

3.4 Notwithstanding the process of switching to and from SHOPLY CSS, we do not offer any support services in relation to the above Services under clause 3.1 herein.

3.5 The aforementioned Client’s accounts with third-party providers, 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 KOOLMETRIX 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 Client to the above accounts may affect the quality and correctness of the services provided. Accordingly, KOOLMETRIX shall not be liable to Client in the event of improper or unsatisfactory provision of services due to such interference or modifications made by Client.

3.6 KOOLMETRIX does not guarantee the complete or partial permanent existence of the Google CSS program or its terms of use and is not responsible, nor liable, for any of this. KOOLMETRIX is not liable for any modification, malfunction, or interruption of the Google CSS program. KOOLMETRIX does not guarantee the permanent existence of the SHOPLY CSS or the Shoply website or the successful display of Google Shopping ads via the SHOPLY CSS or the successful display of Client’s products on the Shoply website and is not responsible, nor liable, for any of this. If the conditions of the Google CSS program are significantly changed or if KOOLMETRIX loses its CSS status, then KOOLMETRIX has the right to switch your Merchant Center back to Google Shopping Europe.

3.7 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 the previous work of KOOLMETRIX but it is strictly indicative, does not bind KOOLMETRIX, nor does it create any claim or right to compensation in favor of Client in the event that the same or similar results are not achieved.

3.8 Client agrees that KOOLMETRIX has 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 its business throughout the duration of this Agreement and after its final termination. Likewise, and in implementation of the above, Client grants to KOOLMETRIX the right to use, solely for the above purposes, Client’s trademarks (e.g. posting a Client’s trademark or product mark on the corporate page or in a commercial presentation of KOOLMETRIX). It is expressly agreed that the obligations in this clause 3.8 prevail over obligations in any confidentiality conditions or confidentiality agreements if such were concluded by the Parties.

4. Subscribing to our Services

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.  Your contract is with KOOLMETRIX P.C.. All requests to subscribe to or unsubscribe from 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 your subscription. 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 SHOPLY CSS Services, you choose the Basic membership plan on our website and then you are guided to the checkout area where you can create an account and place your order. KOOLMETRIX shall confirm your order by sending a related email to your email address.

4.2 You may change the membership plan you are subscribed to at any time by using the contact form on our website, subject to these Terms and any Terms relevant to your new plan.

5. Termination of the Agreement – Cancellation of Membership

5.1 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. We may terminate this Agreement at any time, for any reason, without prior notification and the termination will take place immediately. If you wish to cancel your membership (i.e., terminate this Agreement), you can do so by navigating to ‘My Account > Subscriptions’ and click “Cancel”, or you can send us a membership cancellation request via the contact form on our website.

5.2 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. If the contract is terminated for any reason, it is expressly agreed that, after the termination of this Agreement, KOOLMETRIX has no obligation to provide any services.

6. Nature of Collaboration

Due to the nature and purpose of this Agreement, KOOLMETRIX provides independent services. It is clarified that KOOLMETRIX hereby does 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.

7. Information, technical specifications and data of Client

The Parties expressly agree that the appropriate, accurate and timely disclosure/delivery by Client to KOOLMETRIX of all the required information, technical specifications and data is necessary for KOOLMETRIX to meet its obligations under this Agreement. Therefore, KOOLMETRIX is 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 Client to KOOLMETRIX.

8. Force Majeure

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 KOOLMETRIX to Client, 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 Client to KOOLMETRIX 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 Client’s 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, KOOLMETRIX bears 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 KOOLMETRIX has acted contrary to the instructions of Client or contrary to a provision of law governing its operation, good faith and honest commercial practices.

9.3 Client shall fully indemnify and cover KOOLMETRIX by any legal means and for any damages, including any amount awarded against KOOLMETRIX by judgment or charged, legal costs and fees of KOOLMETRIX’s lawyers, as well as any moral damages, in any case where KOOLMETRIX for any reason is convicted or has agreed via a court or out-of-court settlement to indemnify a third party who has been harmed by KOOLMETRIX’s acts or omissions or if KOOLMETRIX is 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 KOOLMETRIX, for any act or omission made by KOOLMETRIX under Client’s 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 KOOLMETRIX 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 KOOLMETRIX under this Agreement. KOOLMETRIX shall, however, grant Client 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 KOOLMETRIX, 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. 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 and have been or will be disclosed to the other Party in any form (written, oral, electronic, designs, etc.). 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.

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, has 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 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, Client shall be called “Controller” and KOOLMETRIX 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, 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 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).

12.4 Throughout the duration of Processing, Processor shall take technical and organizational measures to establish data security in accordance with Applicable Law. Processor shall notify Controller after having become aware of any Personal Data Breach.

12.5 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:

12.6 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.

12.7 Both Parties agree that, with respect to the processing of Personal Data, each Party shall fully comply with Applicable Law, including the General Data Protection Regulation (Regulation (EU) 2016/679).

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 Client is 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 Client.

13.3 Client promises and undertakes 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 Client shall fully indemnify and cover KOOLMETRIX by any legal means and for any damages, including any amount awarded against KOOLMETRIX by judgment or charged, legal costs and fees of KOOLMETRIX’s lawyers, as well as any moral damages, in any case where KOOLMETRIX for any reason is convicted or has agreed via a court or out-of-court settlement to indemnify a third party who has been harmed or if KOOLMETRIX is 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 KOOLMETRIX, due to the fact that Client 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 Client expressly declares and warrants to KOOLMETRIX that Client’s business and any websites and web applications owned or managed by Client 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 Client, 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. In order to switch to SHOPLY CSS we do not need access to your Google Ads account or your data. 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 5 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.