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SHOPLY TERMS OF USE

 

If you are just visiting our website or buying our services from this website, these Terms of Use (henceforth “Terms”) apply to you.
This website and online shop are owned, operated and provided subject to these Terms by KOOLMETRIX P.C., a Private Company incorporated under the Laws of the Hellenic Republic (Greece), whose registered office/Legal Seat is situated in Chalandri, Attica, Greece (Eth. Antistaseos 26, PO BOX 15232), ΤAX REGISTRATION NUMBER (ΑΦΜ) EL800647565 TAX OFFICE (ΔΟΥ) Chalandri, GENERAL COMMERCIAL REGISTRY (ΓΕΜΗ) number 133945103000, EUID ELGEMI.133945103000, tel. + 30 21 0601 5770, email: support@shoply.pro, hereinafter referred to as “KOOLMETRIX”, “us”, “we” or “our”.
The seller and provider that offers and provides the smart segmentation and SHOPLY CSS Services through this website is KOOLMETRIX P.C. References to “Client” or “you” in these Terms means any non-Consumer who wishes to create a Smart Segmentation account and use the Services as provided by KOOLMETRIX under the present Terms. “Services” means a) online business support independent services with the use of the smart segmentation method regarding Client’s product catalog, provided for a fee by KOOLMETRIX, and b) free of charge association of Client’s Google Merchant Center account with our SHOPLY CSS (Comparison Shopping Service) and presence of Client’s products on our price comparison website Shoply (css.shoply.pro), which is owned, operated and provided by KOOLMETRIX,  as detailed in clause 3 hereof. “Consumer” has the meaning set by Greek Law 2251/1994 and EU Directive 2011/83.
Please read these terms and conditions carefully before using our website, online shop and Services. By using our website and our Services you acknowledge and agree to have read, understood and agreed to the terms and conditions set out below.
We may amend these Terms from time to time.

1. Subject – Membership

1.1 KOOLMETRIX provides, for a fee, online business support services by using the smart segmentation method regarding Client’s product catalog, as detailed in clause 3 hereof. KOOLMETRIX also provides, for free, 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. KOOLMETRIX is a certified Google CSS Partner and owns, operates and provides the price comparison website Shoply (css.shoply.pro). To use our Services you must create an 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. 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.

Please note that the only services provided for free by KOOLLMETRIX under the present Terms are the SHOPLY CSS services (i.e., association of Client’s Google Merchant Center account with SHOPLY CSS and presence of Client’s products on Shoply). All other services under the present Terms are provided by KOOLMETRIX for a fee, as detailed in clauses 3 and 5 hereof.

1.2 KOOLMETRIX offers 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 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 – 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 or Premium plan (see below), the first thirty (30) days after the above effective date shall constitute a free trial period during which KOOLMETRIX will provide free of charge to you only smart segmentation services (Smart plan) or only smart segmentation and feed optimization services (Premium 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 or Premium plan membership fees and KOOLMETRIX 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 Merchant Center is allowed.

3. Provided Services

3.1 SMART PLAN: KOOLMETRIX undertakes in particular, for a fee, to carry out smart segmentation of the Client’s product catalog, in order to group the products of the Client’s Google Merchant Center account. KOOLMETRIX also undertakes, free of charge, 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). These services can only be utilized through Google Shopping Ads (including Google Performance Max campaigns), which will be managed and placed exclusively by Client.

3.2 PREMIUM PLAN: In addition to the services provided under the Smart plan, as detailed above in clause 3.1, KOOLMETRIX will also, for a fee, carry out feed optimization of the Client’s product catalog in Client’s Google Merchant Center account. This service can only be utilized through Google Shopping Ads, which will be managed and placed exclusively by Client.

3.3 PLATINUM PLAN: In addition to the services provided under the Premium plan, as detailed above in clause 3.2, KOOLMETRIX will also, for a fee, perform the above services under clause 3.2 with regard to the advertisements of Client’s products on Facebook and Google Display Network. These services can only be utilized respectively through Facebook Ads and Google Display Ads, which will be managed and placed exclusively by Client.

3.4 The provision of the above services mentioned in clauses 3.1, 3.2 and 3.3 hereof require the use of the technologies/platforms Google Ads, Google Performance Max, Google Merchant Center, Google Analytics, Google Display Ads, Facebook Ads and Meta Business Manager. 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.

3.5 Client shall a) link Client’s Google Ads account with KOOLMETRIX’s Google Ads manager account (aka My Client Center (MCC) account), b) grant KOOLMETRIX due and appropriate access to Client’s Google Merchant Center account, Google Merchant Center XML feed, Facebook Product Catalog XML feed and Google Analytics account (view access only), c) accept the association of Client’s Google Merchant Center account with SHOPLY CSS, and d) 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. Furthermore, if Client requests the additional provision of services under the Platinum plan in accordance with clause 3.3 hereof, then Client shall grant KOOLMETRIX due and appropriate access to Client’s Meta Business Manager account (ads, catalogue, pixel). 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.

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 KOOLMETRIX gains access, i.e. Client’s Google Ads, Google Merchant Center and Meta Business Manager 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.

3.7 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.

3.8 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 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.

3.9 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 3.9 prevail over obligations in any confidentiality conditions or confidentiality agreements if such were concluded by the Parties.

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 the Client’s 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. 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.

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.

Client agrees that the fees detailed bellow constitute a fair remuneration for the Services provided by KOOLMETRIX:

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

PREMIUM PLAN: a monthly fee of 299,00 euros per month plus VAT where applicable.

PLATINUM PLAN: a monthly fee of 499,00 euros per month plus VAT where applicable.

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

5.3 The above monthly fees shall be charged to Client’s payment method on the first day of each month, otherwise KOOLMETRIX will not be able to provide any services. Client expressly agrees that the provision of KOOLMETRIX’s services will begin only after the amount of the respective monthly fee has been fully paid by Client, in accordance with clause 5.1 hereof. After the fee has been paid by Client, the relevant invoice will be issued immediately and it will be sent within 3-5 working days to Client in electronic form via email. It is expressly agreed that KOOLMETRIX is not obliged to provide any service so long as all fees due by Client for the respective KOOLMETRIX’s services they 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 Client are not refunded to him by KOOLMETRIX, 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 the Client’s 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), 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.

KOOLMETRIX retains the right to terminate the provision of the SHOPLY CSS services (i.e., association of Client’s Google Merchant Center account with SHOPLY CSS and presence of Client’s products on Shoply) at any time and at its 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 Client prior to the written notice of termination or cancelation request, then the contract is terminated immediately. If a fee has been prepaid by Client prior to the written notice of termination or cancelation request, then after the written notice of termination or cancelation request KOOLMETRIX will continue to provide its Services for the period of time already prepaid by Client, unless Client requests 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 Client has passed, then KOOLMETRIX will cease to provide its Services and this contract will be terminated. If the contract is terminated as defined in this clause 6.1, then KOOLMETRIX has no obligation to refund to Client any amount of fees that has already been paid in advance.

6.2 This Agreement shall be terminated by KOOLMETRIX immediately in case Client does not comply with its confidentiality obligations as outlined herein or if Client transfers or assigns to a third party its obligations or rights under this Agreement, unless KOOLMETRIX has been informed and has consented in writing to such transfer/assignment. If the contract is terminated as defined in this clause 6.2, then KOOLMETRIX has no obligation to provide any service after the termination of this agreement, nor to refund to Client 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 KOOLMETRIX has no obligation to provide any service after the termination of this agreement, nor to refund to Client 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 KOOLMETRIX 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, KOOLMETRIX has no obligation to provide any services.

7. Nature of Collaboration

Due to the nature and purpose of this Agreement, KOOLMETRIX provides independent services, which means that KOOLMETRIX shall not be subject to the supervision or control of Client and answers to Client only for the quality of the services KOOLMETRIX provides and for KOOLMETRIX’s timely response to the requirements of Client. Notwithstanding the terms included in SCHEDULE A of this Agreement, 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.

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 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.

8.2 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 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. 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, 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, 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:

THIRD-PARTY PROVIDER SERVICES
Google Group of companies (Google LLC, Google Ireland & Affiliates) Google Ads, Google Merchant Center, Google Analytics, Google Display Ads
Meta Group of companies (Facebook Inc, Facebook Ireland & Affiliates) Facebook Ads, Meta Business Manager

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 Client is solely responsible for the placement of cookies for Google Ads, Google Display Ads and Facebook 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. 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.

SCHEDULE A: ADDITIONAL SERVICES

 A. In addition to the Services mentioned in clause 3 of the Main Agreement, KOOLMETRIX may also provide for free Online Advertising setup and management independent services (henceforth “Additional Services”), as detailed in clause 1 of this Schedule A, for the duration of the free trial period mentioned in clause 2 of the Main Agreement, upon request by Client. “Online Advertising” means the placement of targeted ads on the Internet by using the technology/platform Google Ads. For PLATINUM PLAN subscribers, it also means the use of the technology/platform Facebook Ads.

B. Client must request the provision of the above Additional Services in writing, including email, and the provision of said services will not start until KOOLMETRIX has accepted Client’s aforementioned written request. KOOLMETRIX is not obliged to accept Client’s request and may at its own discretion refuse to provide Additional Services.
The following terms and conditions shall apply with regard to the provision of the Additional Services:

1. KOOLMETRIX undertakes in particular to provide Additional Services for free by using one of the following frameworks, which will be chosen by Client in writing:

A. DIY (Do it Yourself): KOOLMETRIX will send detailed instructions to Client with regard to the Additional Services. Online Advertising setup and management will be done solely by Client and KOOLMETRIX will not provide any further setup or management services. After sending the above instructions, KOOLMETRIX will provide clarifications to Client, if necessary.

B. DWY (Done With You): KOOLMETRIX will cooperate with Client (or Client’s contractor) with regard to the Additional Services. Online Advertising setup and management will be done by Client (or Client’s contractor) and KOOLMETRIX will provide active support, consulting and supervision. KOOLMETRIX will not provide any further setup or management services.

C. DFY (Done For You): KOOLMETRIX will solely provide the Additional Services to Client. Online Advertising setup and management will be done solely by KOOLMETRIX. If Client requests the provision by KOOLMETRIX of direct Online Advertising budget management services, then the amount of the advertising expenditure, including the relevant VAT, will be paid in advance to KOOLMETRIX by Client, otherwise KOOLMETRIX will not be able to provide said services. At the end of the free trial period mentioned in clause 2 of the Main Agreement, KOOLMETRIX will deliver setup and management to Client and will provide detailed instructions.

2. KOOLMETRIX, at its own discretion, may agree to provide limited customer support to Client in relation to the Additional Services, after the end of the free trial period mentioned in clause 2 of the Main Agreement.

3. The above Additional Services are provided upon receipt of more specific assignments from Client, in writing (by email or other appropriate means) or orally, including advertising expenditure, if necessary.

4. Client shall grant to KOOLMETRIX appropriate access to his Google Ads and Facebook Ads (for PLATINUM PLAN subscribers only) accounts. The aforementioned Client’s accounts with third-party providers to which KOOLMETRIX gains access, as well as their content, are under the exclusive management of Client, unless Client chooses the framework under clause 1.C. (DFY) of this Schedule A, in which case the aforementioned accounts shall be managed by KOOLMETRIX for the duration of the free trial period mentioned in clause 2 of the Main Agreement. The only changes made by KOOLMETRIX concern exclusively the above Additional Services under clause 1 of this Schedule A. KOOLMETRIX shall not be liable for any delays or errors caused by delayed or inappropriate granting of access or modifications made by Client to said third party accounts. These third party services will be invoiced directly to the Client.

5. Client acknowledges that KOOLMETRIX in no way guarantees, nor could it by nature of the above technologies guarantee, the achievement of specific objectives as a result of the provision of its Additional Services, such as, for example, a percentage increase in website traffic or in popularity of page/social network profile, a percentage increase in Client’s active clientele or its turnover. 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.

6. In relation to all other relevant matters (Termination, Nature of Collaboration, Client’s Information, Force Majeure, KOOLMETRIX’s Liability, Intellectual Property Rights, Confidentiality, Personal Data, Cookies, etc.) the appropriate terms of the Main Agreement shall apply.