GENERAL TERMS AND CONDITIONS OF SKROUTZ MARKETPLACE SERVICE
Preamble
These general terms and conditions, together with their annexes, as amended and in force (hereinafter referred to as the "General Terms"), describe the general terms under which the company under the trade name "SKROUTZ SOCIÉTÉ ANONYME INTERNET SERVICES" and the distinctive title "SKROUTZ S.A.", with registered office at 91 Alekou Panagouli Street, Nea Ionia, Attica, Tax Identification Number 800863970 (KEFODE Attica), and registered with the General Commercial Registry under number 143321901000 (hereinafter referred to as the "Provider Company," "Company," "we," "us," "our") provides intermediation services to the Recipients, as defined below, which (these services) allow the Recipients to offer products to Users of the Provider Company's Platform in order to facilitate the initiation of direct transactions between the Recipients and Users, regardless of the place where such transactions ultimately take place, as the services are described in detail below.
The participation of the Recipient in the Skroutz Marketplace Service of the Provider Company presupposes and entails full acceptance of these General Terms and the Terms of Use, as defined below, which operate as a supplement to the applicable legislation concerning providers of online intermediation services, electronic commerce, and consumer protection, and form an integral part of this agreement. In the event that the Company revises these General Terms, the relevant amendment will be distinctly highlighted, and the revised version will come into effect at the time of its publication, unless otherwise specified. The Recipient agrees to be bound by such changes as long as the Recipient continues to use the services after the changes take effect.
Definitions
"Commission" is defined as the agreed amount of money paid as consideration for the services of display, promotion and sale of the Product through the Platform, which is equal to the amount arising from the final sale value of the Product (including the applicable VAT) processed through the Skroutz Marketplace Service being multiplied by the agreed Commission rate,
“Cooperation Policy" is defined as the policy of the Provider Company, which governs and specifies the provision of the Skroutz Marketplace Service. This policy outlines the acceptable use practices, the non - acceptable practices, and internal procedures under which the Recipient is required to operate and cooperate with the Company, as published here,
“Delivery Time Reliability Rate” means the indicator, expressed as a percentage, which reflects the proportion of Orders that were handed over by the Recipient to the Transport Company for delivery to the User within the estimated delivery time, as declared and/or accepted by the Recipient on the Platform through the Skroutz Merchants System, out of the total number of Orders accepted by the Recipient through the Skroutz Marketplace Service,
"Handling Fee" is defined as the fee paid by the Recipient to the Provider Company per Order, which is equal to a fixed amount depending on the final value of the Order, as defined here, and concerns the overall management costs of the Provider Company for each Order, including the task of its picking, handling and delivery to the User, which is entirely undertaken by the Provider Company,
"Illegal Content" is defined as any information, regardless of its form, which either by itself or in connection with an activity, including the commercial activity of the Recipients, does not comply with EU or Greek law and henceforth with these General Terms. This includes, but is not limited to, the sale of unsafe or non-compliant products, counterfeit or imitation products, the sale of products or the provision of services in violation of consumer protection laws, or the unauthorized use of material protected by intellectual or industrial property rights, etc.,
“Incorrect Order Execution Rate” means the indicator, expressed as a percentage, which reflects the proportion of Orders that were not correctly executed by the Recipient, due to the shipment to the User of an incorrect Product, namely a Product that is not fully compliant with the details of the User’s Order (indicatively: type, quantity, quality, characteristics), out of the total number of Orders fulfilled by the Recipient,
"Skroutz Marketplace Service" or "Shopping via Skroutz Service" is defined as the intermediation service provided by the Provider Company, which facilitates the conclusion of distance sales contracts between the User and the Recipient, which is carried out through the exclusive use of remote communication means up to the moment of submission of the Order, i.e. either electronically directly through the Platform, without redirection of the User from the Platform to the Recipient's website or via telephone.
"Order" is defined as the distance sales contract concluded between the Recipient and the User in exchange for a fee, for the purchase of one or more of the Recipient's Products without the need of the simultaneous physical presence of the Recipient and the User, that is conducted exclusively through the use of one or more means of remote communication, such as the Platform or via telephone calls, up until the moment of Order submission,
“Order Fulfilment Rate” means the indicator, expressed as a percentage, which reflects the proportion of Orders that have been successfully fulfilled by the Recipient, out of the total number of Orders forwarded by the Provider Company to the Recipient. Orders shall be considered as fulfilled if they have been accepted and executed by the Recipient,
"Partnership Agreement" is defined as these General Terms, including their annexes, the Cooperation Policy, and any specific partnership terms and conditions that may be signed between the Provider Company and the Recipient on a case-by-case basis,
"Payment Institution" is defined as the legally authorized under Decision No. 280/3/23-7-2018 Government Gazette B’ 3010/25-7-2018 and supervised by the Bank of Greece payment institution under the trade name "EVERYPAY PAYMENT SERVICES SINGLE MEMBER SOCIETE ANONYME", with registered office at 25-29 Karneadou Street, Athens, Attica, Tax Identification Number 800509341 (KEFODE Attica) and registered with the General Commercial Registry under number 126422001000, with which the Provider Company has entered into and maintains in force a Framework Contract for the acceptance and receipt of payment services on the Website referred to in points c and e of paragraph 3 of Article 4 of Law 4537/2018,
"Platform" is defined as the online platform of the Provider Company, which operates both through the web address www.skroutz.gr, and/or the web addresses www.skroutz.cy, www.skroutz.ro, www.skroutz.eu, www.skroutz.mt, www.skroutz.de, and/or other web addresses that the Provider Company may acquire in the future (hereinafter referred to as the "Website"), as well as through the corresponding mobile application (application) for mobile and tablet devices (hereinafter referred to as the "App"), together with their complete content, through which the initiation of direct transactions between the Recipients and Users is facilitated, as Users order products through the Website and the corresponding App,
"Products" are defined as the products available for display and sale by the Recipient through the Platform,
"Redirection Service" is defined as the service provided by the Company to business users for a fee, in accordance with specific terms for particular product categories. Through this service, business users are enabled, on the one hand, to display their Products via the Platform and, on the other hand, to receive orders in their online stores following the redirection of Platform Users to their websites via online links,
"Recipient" is defined as the business user – merchant – seller who, by accepting these General Terms, wishes to display and offer Products through the Skroutz Marketplace Service to consumers, legal entities, or sole proprietorships for purposes related to their commercial, business, industrial, or professional activity,
"Subscription Fee" is defined the fee paid by the Recipient for the access and use of the Marketplace Service for the corresponding Subscription Period, the amount of which is determined here,
"Subscription Period" is defined as the duration of the right of access and use of the Marketplace Service, which is agreed for a period of 365 days, including any period of temporary termination of the Skroutz Marketplace Service by any Party and for any reason whatsoever (unless otherwise expressly provided for in these General Terms). The Subscription Period begins on the date of payment of the Subscription Fee and will be automatically renewed each time upon its expiration, for a corresponding period of time, unless the Recipient states, at the latest until the day on which access to the Skroutz Marketplace Service expires, that it does not wish to renew it,
"Terms of Use" are defined as the terms and conditions governing the use of the Platform and the execution of purchases through it by the Users, including any annexes, the Platform's Privacy Policy, the Return Policy, as well as any other policies related to the Platform and its Services that may apply in the future, as amended from time to time.
"Transport Company" is defined as any courier service provider, as well as any legally licensed transportation company, with which the Provider Company collaborates for the collection of the Order from the Recipient and its shipment, transportation, distribution, and delivery to the Users.
"User" is defined as any person who uses the services of the Provider Company, including the Skroutz Marketplace Service, as detailed herein, and may place Orders using it,
Article 1 - Platform Operation
The Provider Company is the exclusive legal owner of both the Website and the Application, through which the Platform Users are provided with the possibility to be informed about the Products available for sale from the Company's partner online or offline stores either under the cooperation model for the provision of the Skroutz Marketplace Service or under the cooperation model for the provision of the Redirection Service, through the classification and presentation of these products by product category, with the aim of facilitating the navigation of the Users, in order for them to have more direct access to the product category of their interest. In particular, the way Products are displayed on the Platform is determined by a changing ranking algorithm that takes into account, among other things, User interaction data, the price and popularity of the Product, the average User ratings for that Product, any new Products or Products that are on discount or on offer. In addition to the above parameters that affect the Products' ranking algorithm, Products appear on the Platform based on the relevant search made by each User on te hPlatform using keywords or using any search filters, such as, but not limited to, "Rating," "Ascending Price," "Descending Price," "Popularity," "Manufacturer," "Color," etc.
Article 2 - Framework of the partnership - scope of the Skroutz Marketplace Service
General framework of the partnership - Skroutz Marketplace activation conditions
Subject to compliance with the terms and conditions of the Partnership Agreement and payment of the Subscription Fee, the Provider Company grants to the Recipient and the latter accepts a limited, non-exclusive, non-transferable, non-assignable right to access and use the Skroutz Marketplace Service exclusively during the Subscription Period, under which the Recipient is provided with the possibility of displaying and selling his Products through the Platform, based on the information provided by the Recipient himself for Products, and consequently the possibility of concluding a sales contract between the User and the Recipient either electronically through the use of the Platform or by making a telephone call to the telephone number of the Company's competent department, the use of which is intended for the servicing of telephone orders during the days and hours provided herein
The Provider Company selects, at its sole and uncontrolled discretion, the product categories and Products for which it will provide the Skroutz Marketplace Service. In particular, the Provider Company reserves the right to select the Products displayed on the Platform from all the products sent to it electronically by the Recipient, reserving the right to exclude the display of products which, at its discretion, are not displayed, are obsolete, are not of commercial interest, are not consistent with the type of Products displayed on the Platform, do not comply with the legal requirements for their display and sale through the Skroutz Marketplace Service or require a special process for their classification. In any case, the Recipient consents and authorises the display and sale of all or part of the Products sold by its store and displayed on the Platform.
The Provider Company, aiming at the optimal provision of the Skroutz Marketplace Service, provides the Recipient with digital educational material and organizes, at no extra cost, educational programs regarding the operation of the Skroutz Marketplace Service, the way of managing the Skroutz Merchants System, as well as any new additional services available, about which the Recipient must be informed through a digital educational platform.
For the provision of the Skroutz Marketplace Service, the Recipient is previously required to have disclosed and provided to the Provider Company the following required information and documents: (a) the name and surname or the trade name, the postal address, the fixed-line telephone number, the e-mail address, (b) a copy of an identification document or any other electronic identification of the Recipient, (c) the details of the Recipient's payment account, (d) the registration number in the competent local commercial or public register (if this information is available), (e) self-certification of the Recipient by which it undertakes to offer only products or services that comply with the applicable rules of European Union law, and (f) the tax registration number. Taking into account the fact that the Provider Company is obliged to display, in a special section of the Platform, the basic information of the Recipient for the purpose of informing the consumers, and in particular the information listed above under items (a), (d) and (e) the Recipient must inform the Provider Company through the Skroutz Merchants System regarding the corporate, tax and the rest above described details of its business. If the Provider Company has sufficient evidence that any of the above information is inaccurate, incomplete or not updated, it may immediately suspend the provision of the Skroutz Marketplace Service until the Recipient makes the necessary corrections, additions or updates. The Provider Company may ask the Recipient for supporting documents to assess the reliability of the information provided.
Receipt and management of the Orders by the Provider Company
In particular, under the Skroutz Marketplace Service, the Provider Company undertakes (a) the receipt of an Order from the User for the Recipient's Products displayed on the Platform, which (Order) the User places either electronically through the Platform or via a telephone call, (b) the receipt of the payment for the settlement of the Order through the Payment Institution and/or through the Transport Company in case of use of the cash on delivery service; (c) the forwarding of the Order to the Recipient whose Products it concerns ; and (d) the payment of the purchase price to the Recipient through the Payment Institution, provided that the Order has been duly executed. The Provider Company shall record, in a special file in computer systems, the sales made on the Recipient's Products. The record shall show the date and time of the sale, the quantity of Products sold and the price of each Product sold.
The Provider Company will forward to the Recipient the necessary data of the User required for the execution of the Order, as declared to the Provider Company by the User itself, exclusively and only for the execution of the Order submitted through the Skroutz Marketplace Service. The data of the Order forwarded shall be understood as: a) the order code, b) the Product code, c) the title of the Product, d) the photograph of the Product, e) the unit price of each Product included in the Order, f) the quantity of Products ordered by the User, g) the full name and delivery address provided by the User and h) any particular indications of the User regarding the Product or Products ordered.
The Recipient shall inform the Provider Company of the acceptance of the Order within the time limit notified to it (the Recipient) during the forwarding of the Order. In case the Recipient participates in the "Fulfilled By Skroutz Service", which is provided by the Provider Company in accordance with the specific provisions set out below under Article 13, the acceptance of the Order in relation to the Products for which the Recipient participates in this service is not required on Recipient’s part, as the preparation of the Order is carried out exclusively by the Provider Company.
In the event that the Order is not accepted by the Recipient or in the event that no notification regarding the acceptance of the Order is provided within the aforementioned time frame, the Order shall be deemed canceled due to the fault of the Recipient. Furthermore, if the Recipient fails to fulfill an Order that has been accepted within the time period specified by the Recipient at the time of acceptance, the Order shall likewise be deemed canceled due to the fault of the Recipient. The Provider Company shall be entitled, at its sole discretion, to redirect the canceled Orders to any third-party collaborator pursuant to the present Recipient Cooperation Agreement.
Payment methods and settlement of Orders
With regard to the payment methods of an Order placed through the Skroutz Marketplace Service, the User is provided by the Provider Company through third party affiliated companies, the possibility of payment of the purchase price of the Products and the cost of shipping/delivery and/or any other related costs (e.g. packaging) through the following payment methods, and/or any combination thereof, which the Recipient accepts, and specifically through (i) the use of a credit, debit or prepaid card of any Greek or foreign banking institution or through other payment services, such as ApplePay, GooglePay, Revolut Pay, or (ii) by cash on delivery (cash on delivery), if this option is provided upon submission of the Order, or (iii) by using a Skroutz Gift Card, or (iv) through the "Installments for all" Program, i.e. by obtaining financing through cooperating credit institutions, when this option is available at the time of placing the Order, or (v) by using the payment program of up to 3 interest-free instalments by credit card, when this option is available, or (vi) by using the payment program of 4 to 12 instalments by credit card, when this option is available, or (vii) by bank deposit (bank transfer or via IRIS service), and/or (viii) by using the digital/electronic wallet "Skroutz Wallet" provided through the Payment Institution, if activated by the User. The Provider Company may, at its discretion, change the available payment methods for the Orders, adding new ones or removing some of them.
For the acceptance, processing and settlement of distance transactions carried out through the Skroutz Marketplace Service either by payment card or by a one-time payment of the amount or in instalments using a credit card or by cash on delivery or through the "Instalments for All" Program or using the digital/electronic wallet "Skroutz Wallet" or via bank deposit (bank transfer or via the IRIS service), and involving the sale or disposal of the Recipient's Products, the latter accepts and agrees to be bound by and comply with the Payment Institution's Terms and Conditions for the Provision and Use of Services, as these terms are posted on www. everypay.gr/terms-and-conditions/ and include in detail all the information required by law to be provided to the Recipient, in accordance with Articles 50 to 58 of Law 4537/2018 and are available for storage on a durable medium in accordance with Article 53. For the sole purpose of providing the Skroutz Marketplace Service, the Recipient hereby authorizes the legally licensed Payment Institution affiliated with the Provider Company to collect payments from the User made through the above mentioned payment methods of Order on behalf of the Recipient.
In addition, for the processing of transactions in currencies other than the euro (e.g. Romanian RON, etc.), the Payment Institution provides the Recipient with the foreign exchange service, in accordance with Art.18 par. 1 (1). (a) of Law No. 4537/2018, i.e. the foreign exchange / FX service for Orders executed within the Skroutz Marketplace Service, when they concern the prices of products or services in a currency other than the Euro. The currency conversion will be applied: a) when settling transactions by acquiring (electronic payments), and/or b) when settling transactions by cash on delivery and/or other payment methods whose performance is similar to cash on delivery, in case the User pays the price in a currency other than Euro. The Recipient hereby agrees to set a selling price for the Products exclusively in Euro, and the conversion will be made from the currency in which the transaction was carried out to Euro, in order to pay the relevant amount to the Recipient in Euro. The Recipient may be informed of the prevailing exchange rate via the Skroutz Merchants System and declares that it consents to the currency conversion being carried out in the manner described herein. It is expressly agreed between the Parties that acceptance of the execution of the Order by the Recipient automatically implies acceptance of the exchange rate; the exchange rate in force and already communicated on the date of submission of the Order shall be binding and applicable for the settlement thereof, irrespective of the exchange rate in force on the date of payment of the price to the Recipient. Any currency conversion applied in connection with the refund is carried out by the Payment Institution and does not affect the amount refunded to the consumer. The Provider Company undertakes to pay a fee for the provision of the foreign exchange service, which shall be included in the exchange rate notified by the latter at the time of the transaction and shall be for the additional amount above the cost of foreign exchange conversion.
In addition to the above, the Recipient accepts that, in the context of the provision of payment services, the Provider Company and the Payment Institution may exchange personal data of the Recipient for the purpose of processing and settlement of the Recipient's transactions. The handling of personal data by the Payment Institution shall be handled securely and in accordance with the Payment Institution's Privacy Policy and Privacy Statement www.everypay.gr/privacy/. The Recipient's billing for the use of the Payment Services is subject to the agreement between the Payment Provider and the Recipient. The Payment Institution's charges for the provision of its services are posted on its website (www.everypay.gr).
Order Delivery and Customer Service
In addition, within the scope of providing the Skroutz Marketplace Service, the Provider Company undertakes on behalf of each Recipient the dispatch, transport and delivery of the entire Order from the Recipient to the User via a Transport Company, with the exception of Orders for which the User has selected the "Store Pick-up" service for the receipt of his/her Order, in accordance with the specific provisions set forth in Article 13 below. To this end, the latter hereby authorizes the Provider Company to act on its behalf and to contract with any Transport Company of its absolute choice for the latter to undertake the collection, transport and delivery of the Recipient's Products to the Users, the sales of which (Products) are made through the Skroutz Marketplace Service, as well as for the acceptance and receipt of cash on delivery services from the Transport Companies with regard to the distance transactions made through the Skroutz Marketplace Service and concerning the sale or disposal of the Recipient's Products, by virtue of special contractual terms that will be agreed. Therefore, the Recipient does not charge shipping or other costs on the final amount to which the total Order amounts.
Furthermore, in case the User exercises his right of withdrawal within a period of fourteen (14) calendar days from the receipt of the Order or in case of a request for return of Products to the Recipient due to the receipt of a defective or wrong Product, the Provider Company undertakes the collection of the Products to be returned from the place indicated by the User and their shipment back to the Recipient, according to the Return Policy of the Provider Company.
At the same time, in order to resolve any issues that arise during the placement of the Order and until its delivery and afterwards, as well as to manage cancellations and returns in the context of the right of withdrawal and/or in cases of defective Products or incorrect execution of the Order, the Recipient hereby provides the relevant authorization to the Provider Company, in order for the latter to communicate with the User on behalf of and in the name of the Recipient, without the Provider Company becoming a contracting party to the Order in any way.
Products and services ancillary to the Products
The Provider Company may propose to the User of the Platform, during the process of placing the Order, ancillary products and/or services, which complement and depend on the main Product offered by the Recipient through the Platform. The ancillary products and services offered through the Platform are provided by third party companies affiliated with the Provider Company, at the Provider Company's choice. In particular, installation and/or uninstallation services, assembly services, extended warranty insurance products, maintenance services and financial products complementary to certain main Products are provided through the Platform through affiliated financial institutions, as detailed herein and in the Terms of Use. The Provider Company may, in its sole discretion, add new or remove existing ancillary products and services offered through the Platform.
Article 3 - Skroutz Merchants System
For the purpose of providing the Skroutz Marketplace Service, the Provider Company makes available to the Recipient an electronic Information Update System (hereinafter referred to for short as the "Skroutz Merchants System"). The Recipient is obliged to access the Skroutz Merchants System on a daily basis, both for the purpose of monitoring and managing all Orders received, and for being informed of any announcements, notifications or instructions issued by the Provider Company, as well as of any amendments and/or updates to the terms, and of any new or modified services, tools, functionalities or policies of the Provider Company. The Recipient is responsible for timely carrying out all actions required as a result of the foregoing, as such are communicated from time to time through the Skroutz Merchants System.
In the event of any change in any way to either (a) the basic details of the Recipient as set out in clause 2.1.4 above, including but not limited to its registered office address or any branch office, its telephone number, its e-mail address, its corporate details (including but not limited to: conversion of a natural person into a legal entity, change of corporate form of a legal entity, change of shareholder or corporate composition of a legal entity, transfer of a business, change of legal representative of a legal entity) or its tax details (Tax Identification Number) or (b) any other information that may affect the financial behaviour of the User, the Recipient is obliged to connect to the Skroutz Merchants System and make the necessary corrections on the special website of the Provider Company that displays the above information. If the Recipient is unable, for any reason whatsoever, to make the necessary corrections of information through the Skroutz Merchants System, it must notify the Provider Company immediately and by any appropriate means, while providing the necessary information so that the Provider Company can make the necessary changes. In order not to mislead consumers, the Recipient must log in to the Skroutz Merchants System or notify the Provider Company so that it makes the above changes as soon as possible and in any case within 24 hours from the time this information (that needs to be corrected in accordance with the foregoing) came to its knowledge. In case of failure by the Recipient to update the information as above within the above defined time period or in case the Recipient provides inaccurate information, the Provider Company is entitled to suspend its services and/or terminate this Agreement without any penalty.
The Recipient reserves the right to indicate possible errors in the display of its Products, through a request for correction (Ticketing) in the Skroutz Merchants System. The Provider Company, after the submission of the correction request and after checking the soundness of the notification, will carry out the necessary corrections within the shortest possible time and will inform the Recipient of the completion of these corrections. If the request for correction of the Recipient is deemed to be inconsistent with the procedures of the Provider Company, the request will be rejected, and the Recipient will be informed of the rejection reasons. Similarly, the Provider Company reserves the right to check the accuracy of the information provided by the Recipient, in order to display correct information to the Users and avoid errors that may mislead the consumers in the sense of material distortion of their financial behavior. For this purpose, the Provider Company shall inform the Recipient through the Skroutz Merchants System of the corrections or additions to the information provided by him, while temporarily or permanently concealing the products of the Recipient until the correction or addition of the required information on behalf of the Recipient.
The Recipient may manage their active subscriptions per store through the Skroutz Merchants System. From the moment the Skroutz Marketplace Service is activated and at any time until the end of the Subscription Period, the Recipient has the ability to disable the automatic renewal of the Skroutz Marketplace Service without any prior notice to the Provider Company.
Article 4 - Display of the Recipients on the Platform
Basic Ranking
Regardless of the way in which the Products are displayed in general in accordance with the specific provisions of Article 1 herein, Recipients who offer for sale the same Product shall be displayed under the corresponding Product page on the basis of the most advantageous offer in terms of price, without taking into account other factors.
Preferential Ranking
By way of exception to the above, the Provider Company provides the Recipient with the option of preferential ranking on the Platform as a result of advertising the Recipient and their Product for a fee payable to the Provider Company under the "Partner Advertising Service," as described in Article 13 below. In this case, the Recipient who has activated the Partner Advertising Service is displayed in a predetermined area on the Platform and not within the ranking of Partners appearing on the page of the corresponding Product based on the most favorable price offer. The Provider Company informs Platform Users that this ranking results from advertising by including an appropriate label on the display of the Recipient using this service. In Particular, this service allows the Recipient to promote their business to Users in predetermined areas on the Platform for a specific period, based on a separate agreement with the Provider Company. A necessary prerequisite for the Recipient to receive this service is that the available number of positions per category has not been covered.
Furthermore, with the aim of providing the best purchasing experience and customer service to the User, the Provider Company may display the Recipient, at no additional charge, in a prominent position on the page of each Product (hereinafter referred to for short as "Recommended Choice (Buy Box)") for a certain period of time. The display of the Recipient in the "Recommended Choice (Buy Box)" is determined, among other factors, by the following key parameters, excluding the use of desired search filters by the Users:
The best price of the Product at the time the User navigates the Platform,
The pickup location of the Product, as declared by the Recipient, in relation to the declared address of the User and any additional charges for shipping costs,
The average rating of the Recipient from Users who have made confirmed purchases,
The availability of the Product based on the information provided by the Recipient to the Provider Company,
The business performance of the Recipient,
The Recipient receiving any additional services per Product (e.g., Skroutz Coins Service, Merchant Deals Service, Express Delivery Service, Fulfilled by Skroutz Service, etc.).
All the above parameters may be subject to change, and the Provider Company determines the ranking parameters and their configuration, taking into account, among other factors, the characteristics of the services, as well as the needs and importance of these characteristics for the Users. The Provider Company ensures to update any changes to the criteria and key parameters whenever necessary.
Article 5 - Financial Terms
Payment of Subscription Fee, Commission and Handling Fee per Order
To access the Skroutz Marketplace Service, the Recipient is required to pay to the Provider Company an annual Subscription Fee corresponding to a Subscription Period, namely to a period of 365 days, for each store under its management. Payment of the Subscription Fee is made yearly either by using a debit, credit or prepaid card or by deposit in a bank account. In case of payment of the Subscription Fee with card and after completion of the relevant process, the Recipient grants to the Provider Company the right to charge this card with the total Subscription Fee owed, as well as with any renewal of the subscription, without any other special authorization or order required. In case of non-payment of the Subscription Fee by the Recipient, the Provider Company is entitled to suspend the provision of the Skroutz Marketplace Service to the Recipient until the successful completion of the payment or terminate this Agreement.
Furthermore, for each Order of Product placed through the Skroutz Marketplace Service, the Recipient must pay a fee for the provided services of display and promotion of Product equal to the price of each unit of the product sold multiplied by the agreed Commission (including any taxes and fees), without the addition of shipping costs or any other costs related to the Order. The Commission is a percentage that depends on the Product category of the Order and is calculated per Product of each Order. The agreed Commission shall be calculated based on the Commission in force at the time of acceptance of the Order, as indicated per product category in this table.
In addition to the above, the Recipient is obliged to pay for each Order a Handling Fee in proportion to the final value of the Order as defined herein, regardless of the number and type of Product. Notwithstanding the foregoing, the Recipient shall not be required to pay a Handling Fee for Orders (a) that were not delivered to the Courier Company, (b) that are delivered without the intermediation of a Transport Company due to the use of the Store Pick-up Service, and/or (c) that were processed using the FBS Service.
For the provision of the Skroutz Marketplace Service, as described herein, as well as for the provision of any additional services under Article 13 that are offered by the Provider Company for a fee, the Provider Company issues a relevant tax document through an electronic invoicing system at the end of each calendar month in the name of the Recipient, covering all fees related to the preceding month.
The right of the Provider Company to issue tax documents in the name and on behalf of the Recipient in accordance with the specific provisions of article 8 par. 5 of Law 4308/2014 & Decision 1138/2020 (A. 1138/2020) is hereby expressly agreed between the parties, for the purpose of faster and more efficient processing and satisfaction of any financial claims of the Recipient against the Provider Company, such as indicatively in case of payment by the Provider Company of partial or total compensation of the Recipient for misuse of the Product by the User and/or by the cooperating Transport Company, as well as for Products lost by the latter during their transport. More specifically, at the end of each calendar month, the Provider Company may issue a self-invoice to satisfy the Recipient’s financial claims against the Provider Company and may transmit a summary and characterization of expenses through an electronic invoicing provider, while the Recipient will only transmit a characterization of revenues either through ERP programs or through a special entry form after connection of the respective document issued by the Provider Company.
Discounts
On the agreed Commission for the provision of the Skroutz Marketplace Service by the Provider Company, as defined above in clause 5.1.2, as well as on any additional fees for the provision of additional services under Article 13 of these General Terms, the Provider Company may, at its discretion, may apply special discounts based on its commercial policy and according to specific and clear criteria, which will be communicated to the Recipient. The aforementioned discounts are determined at the sole discretion of the Provider Company, which may modify or revoke them at any time without prior notice.
In the event that any breach of the Partnership Agreement terms by the Recipient is identified, the Provider Company reserves the right to temporarily or permanently suspend the provision of any discounts granted as described above, for all of the Recipient’s stores.
Payment of Order price to the Recipient - Transaction Settlement
The Recipient receives, via the Payment Institution, on a weekly basis, excluding bank holidays or or situations of force majeure, (i) the price for all Orders delivered to the User during the fifteen (15) days preceding the payment day, in cases of payment via debit, credit, or prepaid card, and/or Gift Card, and/or other payment services such as ApplePay, GooglePay, Revolut Pay and/or using the digital/electronic wallet "Skroutz Wallet," or via bank transfer, (ii) the price for all Orders that has been paid by the respective Transport Company during the period of up to three (3) weeks preceding the day of payment in case of payment upon the delivery of the Order (cash-on-delivery), (iii) the price for all Orders following the expiration of a period of fourteen (14) calendar days from the receipt of the Order by the User, in case the User has selected payment in up to 3 interest-free installments via credit card or financing through affiliated credit institutions available through the Platform by the Provider Company for the payment of the Order, as well as in case the User has chosen to pay from 4 to 12 installments via credit card.
The amount paid is calculated based on the final price of each Product, including the applicable VAT, without taking into consideration any other cost, and after deducting the Provider Company's Commission for the Skroutz Marketplace Service, the Handling Fee per Order, as well as any additional fees charged by the Provider Company for the provision of the additional services under Article 13 of these General Terms. The price for the individual Orders that constitute suborders of the main Order is paid to the Recipient after the payment of all the individual Orders of the main Order.
In order for payments to be made to the Recipient through the Payment Institution, documents for the certification and verification of the Recipient's identity, as required by the applicable legislation for the prevention and suppression of money laundering from criminal activities, must be notified to the Provider Company via the Skroutz Merchants System, as part of due diligence procedures. The Provider Company reserves the right to temporarily suspend or permanently terminate the provision of the Skroutz Marketplace Service if the Recipient does not proceed with the notification of the documents or provides incomplete or inaccurate documents.
The payment of the price Order to the Recipient shall be made exclusively in Euros (€) through the Payment Institution with which the Provider Company cooperates. If the Recipient maintains a bank account in a banking institution other than (a) Alpha Bank SA, (b) National Bank of Greece SA, (c) Eurobank SA and (d) Piraeus Bank SA or in a banking institution located abroad, the payments referred to herein shall be executed weekly provided that the debit balance of the Recipient exceeds the amount of three hundred (300) euros.
Notwithstanding the foregoing, it is agreed between the parties that in the event of temporary suspension and/or permanent disruption of the Skroutz Marketplace Service due to a breach of the terms of this Partnership Agreement by the Recipient or due to the imposition of such suspension or termination by any regulatory and/or legislative provision, judicial decision, and/or decision of any competent public authority, the Payment Institution may, at its sole discretion, suspend the disbursement of payments to the Recipient as referred to in this article, in accordance with the specific terms of use of the payment services.
Article 6 - Obligations and Responsibilities of the Parties
Obligations and Responsibilities of the Recipient
The Recipient is solely responsible for providing the Company with the necessary information regarding the characteristics of the Products they wish to display and offer through the Platform, ensuring accurate descriptions of the Products, and complying with any required markings and descriptions in accordance with national and European legislation, as applicable. This includes the display of prices, offers, or discounts. The Provider Company bears no responsibility for discrepancies in content caused by the Recipient’s failure to update the content. Product descriptions must include the main characteristics of the Products, detailed enough to allow Users to properly evaluate the offer for concluding a distance sales contract. This includes the final price (including taxes), which should be expressed in euros (€), delivery or order execution time, specific characteristics, any required licenses for legal circulation in the market, and any terms or restrictions applicable to the specific Product. The Recipient must also keep the Provider Company updated on the availability of the Products displayed on the Platform and deliver ordered Products to the Transport Company within the availability time declared on the Platform at the time the order is placed.
In particular, the Recipient is required to provide the Provider Company with at least the following information for each offered Product, ensuring that these details are visible or otherwise easily accessible to Users on the Platform: (a) the name of the Product, its main characteristics (such as indicative size, colour, weight, description of the Product, etc.), (b) the name, registered trade name, or registered trademark of the manufacturer, as well as the postal and email address where the manufacturer can be contacted, (c) information allowing the identification of the Product, including an image of the Product, its type, its product category (d) any other identifying code of the Product, (e) the final price of the Product in Euros (€), including all taxes, as well as any discounts or promotions applied, so that the price displayed to Users corresponds to the actual amount to be paid for the purchase of the Product; (e) the available quantity of the Product; and (f) any safety warnings or information required to be affixed to or accompany the Product, in compliance with applicable EU legislation, in a language easily understood by Users, as determined by the member state where the Product is offered.
The Recipient is solely responsible for collecting and packaging each Order of its Product(s), which it (the Recipient) accepts, and then for notifying the Provider Company through the Skroutz Merchants system that the Order is ready to be sent to its recipient, with the exception of Orders relating to Products for which the Recipient participates in the FBS Service, under which the Provider Company is solely responsible for the packaging and preparation of the Order. In this case, the Recipient is solely responsible towards the User for the correct information of the User regarding the characteristics of the Product, its availability and the fulfilment of the Order, except for the dispatch and transport of the Order, which is the responsibility of the Provider Company.
As the seller of the Products, the Recipient must issue the appropriate sales tax document (receipt or invoice) for each Order, that should be either included in each package of its Product(s) excluding those Products, for which the Recipient participates in the FBS Service of the Provider Company or send it electronically, at the latest by the time the Order is sent to its recipient through the Platform or upon direct delivery of the Order to its recipient in case of use of the "Store Pick-up" service. In case the Recipient fails to send the tax document and the User contacts the Provider Company requesting to receive it, the Recipient is obliged to post it electronically through the Skroutz Merchants System within two (2) working days.
The Recipient is solely responsible for the correct fulfillment of the Order, e.g. for defective or incomplete Products, incorrect delivery details, inability to deliver, failure to deliver to the Transport Company on time, errors in the Product or purchase price, and loss or damage to the Product before delivery to the Transport Company.
Given that the Recipient is responsible for the quality, maintenance, storage, and inspection of Products offered via the Platform, the Provider Company bears no liability towards the User or any obligation to compensate them for cancellations, rejections, or non-acceptance of Orders by the Recipient. In case of any dispute between the Recipient and the User, the Recipient indemnifies and holds the Provider Company harmless from all liabilities, claims, damages, expenses, including legal fees, and/or costs incurred or arising from or related directly or indirectly to the Products and/or to the successful outcome and result of the Provider Company's mission, i.e. the intermediation between the Recipient and the User to conclude the sales contract.
The Recipient must comply with the Cooperation Policy of the Skroutz Marketplace Service and its specific content as described on this page.
In the event that, both during the term of the Partnership Agreement and after its termination, any form of damage of any kind is caused to the Provider Company or any claim is made by any third party due to any breach caused by the intention or negligence of the Recipient during the sale of the Products by him through the Platform, as well as in the event of a fine being imposed by any competent regulatory authority due to relevant acts or omissions relating to the activity of the Recipient's business and/or the distribution and sale of the Products or breaches of relevant legal and/or contractual obligations both on the part of the Recipient and on the part of any further subcontractors of the Recipient, the Recipient undertakes to indemnify the Provider Company for any amount which the latter has paid or is required to pay for the aforementioned reasons.
Obligations and Responsibilities of the Provider Company
The Provider Company makes every reasonable effort to maintain its software and communication means continuously and adequately to ensure the proper operation of the Platform and the Skroutz Marketplace Service. However, the Recipient acknowledges that the availability of the websites and the telephone line may be affected by external factors (including but not limited to user equipment, the large number of people attempting to use them, server unavailability, etc.) due to the inherent nature of the internet and telecommunications. The Recipient agrees that the Provider Company bears no responsibility for interruptions or malfunctions in the operation of the Platform, the Skroutz Marketplace Service, or the Provider Company's operating system. In the event of malfunction or temporary non-operation of the Platform, the Skroutz Marketplace Service, or the Provider Company's systems and network for a period exceeding three (3) months, it is expressly agreed that the Provider Company will not be liable for compensating any direct or consequential damages suffered by the Recipient for that reason, except for the refund to the Recipient of the Subscription Fee corresponding to the period of the Subscription Period during which the Recipient was not receiving the Skroutz Marketplace Service. In any case, the Recipient retains the right to terminate the Partnership Agreement according to clause 8.4 above.
In the event of a malfunction in the Provider Company's network that results in incorrect display of the Recipient's information on the Platform, it is agreed that the Provider Company may notify the Recipient in writing and simultaneously proceed with temporarily suspending the provision of the Skroutz Marketplace Service to the Recipient until the issue is resolved, to avoid the risk of misleading Users. In this case, the Provider Company bears no responsibility for compensating any direct or consequential damages suffered by the Recipient during the period in which the Skroutz Marketplace Service is not provided.
Article 7 - Representations and Warranties of the Recipient in the context of its business activities
The Recipient represents and warrants that it is the legal owner or otherwise has the legal right to use and exploit any trademark, logo, content, title, and any distinctive features and elements of their Products, including photographs/images and trademarks of the Products, as well as the trademarks and distinctive signs of the Recipient itself. The Recipient is obligated to indemnify the Provider Company against any third party claims related to these matters. With these General Terms, the Recipient grants a non-exclusive, perpetual, royalty-free license to the Provider Company to use the information and photographs provided for the displayed Products that the Recipient markets, while retaining full its intellectual property rights.
The Recipient represents and warrants that, during the provision of the Skroutz Marketplace Service to it, it will:
Refrain from any act or omission likely to mislead the User regarding the characteristics, legality, availability, and purchase price of the displayed Products. For example, it is prohibited to submit information for display on the Platform about used - secondhand products, bad stock products, counterfeit products, unlicensed products (if a license or notification to a competent authority is required), products with unknown availability, out-of-stock or outdated products.
Avoid providing information that may mislead the User or influence their economic behavior.
Refrain from engaging in practices that could create conditions of unfair competition against the Provider Company or other business users of the Skroutz Marketplace Service.
Avoid actions that could damage or disrupt the network (e.g., mass messaging, spamming) and refrain from collecting Users' personal data in violation of applicable data protection laws.
Refrain from any act or omission that is prohibited by the applicable European and national legislation on consumer protection (e.g. Law 2251/1994), e-commerce, trademarks, personal data, digital services and product safety.
Offer only safe products that comply with the safety requirements of Regulation (EU) 2023/988 and in general with the applicable laws on product safety and product compliance.
Comply with the provisions of the applicable legislation regarding the waste management for the purpose of prevention, preparation for reuse and recycling, in case the Recipient is a producer of products for which the operation of an Alternative Management System (AMS) is foreseen and as defined in article 11, par. 2 of Law 4819/2021 as in force. In particular, in this case, the Recipient is obliged to fulfil the obligations provided for in Article 11 of Law 4819/2021, as in force, according to which he is obliged, among other things, to organise individual systems or to participate in collective alternative management systems, to have a certificate of registration in the National Producers’ Register of Producers (NPR-EMPA) and to indicate the Producer Registration Number (PRN) in the tax documents issued for the sale of the products concerned.
Comply with the applicable legislation governing the circulation, promotion, advertising, and sale of all its Products offered on the market.
Avoid actions or omissions that harm good faith and fair trading practices in their cooperation with the Provider Company or their interaction with Users.
Maintain all licenses, approvals, or certifications required by law for the legal operation of their business.
In view of the above and in the context of satisfying the Recipient's self-certification request, under clause 2.1.4.(e), the Recipient by accepting these General Terms undertakes to offer only products and/or services that comply with the applicable rules in the European Union.
The Recipient expressly declares and accepts that it will not assign or transfer for any reason or cause, in whole or in part, its contractual obligations to any natural or legal third person, without the prior written consent of the Provider Company. In addition, the Recipient accepts that the Provider Company reserves the right to assign, transfer or delegate to third parties, in whole or in part, any of its rights or claims arising from the Partnership Agreement, without requiring the prior consent of the Recipient, provided that the assignment does not result in a change in the Recipient's obligations or less favourable treatment.
Article 8 - Duration and Termination
The Skroutz Marketplace Service provided by the Provider Company, as detailed in these General Terms, is agreed to be indefinite, subject to the payment of the Subscription Fee for each Subscription Period.
The Provider Company may terminate this Partnership Agreement without cause or penalty by providing notice to the Recipient through any appropriate means. The termination by the Provider Company shall take legal effect after thirty (30) calendar days from the date of its notification to the Recipient. In this case, the Recipient reserves the right to request any refund of the paid Subscription Fee that corresponds to the remaining time of the Subscription Period for which it will not use the Skroutz Marketplace Service.
The Provider Company may terminate the Partnership Agreement and permanently cease providing the services for a significant cause without prior notice. Termination by the Provider Company for a significant cause produces its legal effects immediately upon notification to the Recipient, whereas significant cause shall be deemed to exist, indicatively and not restrictively, in the following cases: (a) if the disruption of the provision of services to the Recipient is required by law or regulation provision or by a court /administrative orders mandating service cessation, (b) in case of culpable and repeated breach of any term of this Agreement by the Recipient, which are agreed to be significant in their entirety, c) if the Recipient is declared bankrupt or in any other equivalent proceedings, is put into special administration or liquidation, is dissolved or its operating license is revoked or enforcement proceedings are initiated against it, against part or the whole of its financial assets, whether domestic or abroad, (d) in case of Illegal Content or inappropriate content on the part of the Recipient, in particular in case of violation by the Recipient of the applicable legislative and regulatory framework concerning the operation of its business and the legal movement and distribution of its products, in particular Regulation (EU) 2023/988 on product safety, European and Greek legislation on e-commerce including consumer protection law, Regulation (EU) 2019/1150, as well as the Code of Conduct for the Protection of Consumers, and e) in case of fraud and in general in case the Recipient commits acts or omissions harmful to the business activity, financial interests and reputation of the Provider Company or acts or omissions that are contrary to good faith and good morals in general; f) in case of the existence of malicious software, spam, data breaches or other cybersecurity risks on the Platform, g) in case of repeated violation by the Recipient of any of the terms of the Skroutz Marketplace Service Cooperation Policy, and h) in the event that the Payment Institution informs the Provider Company that it has identified or has serious suspicions about the Recipient's non-compliance with the applicable legislation against money laundering and terrorist financing or due to its participation in any illegal activities or its non-compliance with conditions relating to the payment services provided by the Payment Institution to the Recipient
The Recipient may terminate the Partnership Agreement without cause or penalty at any time by providing written notice to the Provider Company. Termination takes effect the day after the notice is delivered, provided all contractual obligations are fulfilled until the termination. If the Recipient deactivates its online store on the Platform for over 60 days without prior notice, the Agreement is deemed silently terminated by the Recipient.
In the event of termination of the Partnership Agreement by the Recipient in accordance with the provisions of clause 8.4 above, or in the event of a restriction or suspension of the Skroutz Marketplace Service pursuant to clause 10.1, or the permanent discontinuation of the Skroutz Marketplace Service for a valid reason by the Provider Company, in accordance with the provisions of clause 8.3 above, the Recipient shall not be entitled to any refund of the Subscription Fee paid, which corresponds to the remaining period of the Subscription Period during which the Recipient will not use the Skroutz Marketplace Service.
In the event that there is an amendment of these Terms by the Provider Company that materially affects the position of the Recipient and with which the Recipient does not agree, then the latter is entitled to terminate the Partnership Agreement with a prior written notice of fifteen (15) calendar days and reserves the right to request a refund of any paid Subscription Fee that corresponds to the remaining period of time of the Subscription Period for which it will not use the Skroutz Marketplace Service.
Upon termination of this Partnership Agreement in any way, the Parties shall be obliged to settle and satisfy each other's claims within ninety (90) days. In any case of termination of this partnership, the Parties may not have any claim, except for claims already accrued up to the date of termination of the Partnership Agreement or claims whose cause arose before the termination of the Agreement and has survived termination.
Article 9 - Business Performance Evaluation System
The Provider Company, in order to ensure the high level of quality of the execution and delivery of the Orders received by the Recipient through the Skroutz Marketplace Service, has established and maintains a business performance evaluation system. The evaluation of the Recipient's business performance is carried out on a daily basis, taking into account each time a rolling period of the last thirty (30) calendar days prior to the evaluation day, based on the most recent data available (hereinafter referred to as the "Evaluation Period"), and is based on the following three (3) Key Performance Indicators (KPIs): (a) the "Order Fulfillment Rate", (b) the "Delivery Time Reliability Rate", and (c) the "Incorrect Order Execution Rate". Except for the foregoing, the Recipient's evaluation does not include orders processed through the Fulfilled by Skroutz Service.
For the application of the evaluation system of the Recipient's business performance, the following conditions must be cumulatively met, namely: (a) the Recipient must have been participating in the Skroutz Marketplace Service for at least fifteen (15) days before the date of the first evaluation and (b) during the Evaluation Period, the Provider Company must have forwarded to the Recipient at least fifteen (15) Orders.
During the respective Evaluation Period, and provided that the requirements for the application of the Recipient's evaluation system are met in accordance with the above, the Recipient is required to maintain (a) an Order Fulfillment Rate equal to or greater than ninety percent (90%), and if the Provider Company has forwarded to the Recipient during the Evaluation Period at least fifteen (15) and up to thirty-five (35) Orders, then the Provider Company, notwithstanding the above conditions, reserves the right to evaluate the proper execution of Orders by the Recipient based on the absolute number of unfulfilled Orders during the Evaluation Period, which may not exceed seven (7) unfulfilled Orders, (b) Delivery Time Reliability Rate equal to or greater than ninety percent (90%), and (c) an Incorrect Order Execution Rate equal to or less than zero point fifteen percent (0.15%).
In the event that the Recipient, during the Evaluation Period, does not meet the above business performance thresholds, the Provider Company may, at its reasonable and discretion, impose sanctions, in accordance with the provisions of Article 10 below.
By accepting these General Terms and Conditions, the Recipient expressly accepts the evaluation of its performance, in accordance with the terms of the Business Performance Evaluation System, as they may be in force from time to time
Article 10 - Restriction, Suspension of the Skroutz Marketplace Service, and Other Penalties
The Provider Company may restrict or suspend the provision of the Skroutz Marketplace Service in cases of significant cause, as specifically defined in clauses 8.3 and 8.5.
In the event that the Provider Company becomes aware of the violation of any of the provisions of Article 7, it is agreed that the Provider Company is entitled to immediately restrict or temporarily suspend the Skroutz Marketplace Service provided to the Recipient by written notice to the Recipient, notified by any appropriate means, with a minimum period of restriction or suspension of twenty-four (24) hours and until the Recipient complies, otherwise it may terminate this Partnership Agreement without prejudice and with immediate effect, as set out in clause 8.3. and 8.5.
The Provider Company may suspend its services, terminate the Recipient's account, impose restrictions on the display and availability of specific Products or other information provided by the Recipient that constitutes or is associated with Illegal Content, or remove it from the Platform or deactivate access to it, as described in detail in clause 17.3.
In any case where, during each Evaluation Period, the Recipient's Order Fulfillment Rate falls below the above minimum of ninety percent (90%) or in case the number of unprocessed Orders exceeds seven (7) unprocessed Orders, the Provider Company is entitled to temporarily discontinue the provision to the Recipient of the additional services of Article 13 and/or the Skroutz Marketplace Service. The minimum duration of any temporary deactivation of the Recipient due to poor business performance in accordance with these Terms is a period of seven (7) consecutive calendar days, after the expiry of this period of time, the Recipient may activate its visibility on the Platform. In case the Order Fulfilment Rate repeatedly falls below the above mentioned percentage or in case the number of unfulfilled Orders repeatedly exceeds the seven (7) unprocessed Orders, the Provider Company is entitled to permanently discontinue the provision of the additional services of Article 13 and/or permanently terminate the Partnership Agreement. In case of termination under this clause, the Recipient reserves the right to request any refund of the paid Subscription Fee attributable to the remaining time period of the Subscription Period during which it will not use the Skroutz Marketplace Service.
In the event that the Recipient's participation in the Skroutz Marketplace Service has been temporarily deactivated at least three (3) times within a period of five (5) months, based on the most recent available data, due to failure to maintain the minimum threshold of ninety percent (90%) of the Order Fulfilment Rate, then, in the event that the aforementioned percentage falls below the above threshold again for the fourth (4th) time, then, the Provider Company is entitled to permanently disable the Recipient's access to the Skroutz Marketplace Service. In the event of permanent deactivation in accordance with this clause, the Recipient may, if the Recipient wishes to do so and provided that it complies with the applicable terms of participation, may maintain or activate its participation in the Fulfilled by Skroutz Service (FBS). Furthermore, in the event that the Recipient does not or cannot choose to participate in the Fulfilled by Skroutz Service (FBS), the Subscription Fee paid will be refunded to him/her, calculated pro rata in relation to the time remaining until the end of the Subscription Period.
For the purpose of ensuring the best possible shopping experience for Users and to satisfy any claims for compensation by them against the Provider Company and/or to cover any costs arising from the difference in the price of the Product of the Order due to its redirection to another business user in any case of rejection or non-fulfilment of the Order through the fault of the Recipient, the Provider Company reserves the right to charge the Recipient a fee equal to (a) fifty percent (50%) of the Commission due from the Recipient for that Product in the event of the Recipient's rejection of the Order within the time specified in clause 2.2.3. and (b) seventy-five percent (75%) of the Commission due from the Recipient for the specific Product in the event of (i) the Recipient's failure to notify the Recipient of its acceptance of the Order within the time limit set forth in clause 2.2.3., or (ii) notification to the Provider Company of the rejection of the Order after the time limit specified in clause 2.2.3; or (iii) the Recipient's failure to deliver the Order to the Transport Company within the estimated time, resulting in the Order being deemed cancelled in accordance with clause 2.2.4.
In the event that a User requests, through the Platform, the return of the Product of their Order due to incorrect execution of the Order attributable to the Recipient, the Recipient shall be charged with both the shipping costs incurred for the dispatch of the Product from the Recipient to the User as a result of such incorrect execution, as well as any costs relating to the collection of the Product for return from the User’s address and its delivery back to the Recipient, and any costs associated with the replacement of the Product. More specifically, during each Evaluation Period: (a) where the Incorrect Order Execution Rate exceeds zero point fifteen percent (0.15%) and is lower than zero point six percent (0.6%), the Recipient shall be charged with the shipping costs related to the dispatch and return of the incorrect Product, as described above; and (b) where the Incorrect Order Execution Rate is equal to or exceeds zero point six percent (0.6%), the Recipient shall be charged with both the aforementioned shipping costs (dispatch and return) and an amount equal to seventy-five percent (75%) of the applicable sales commission for the incorrect Product. It is clarified that the above shipping cost and commission charges apply exclusively in cases involving the shipment of an incorrect Product. Other cases of incorrect Order execution, although taken into account in the calculation of the Incorrect Order Execution Rate, do not give rise to any charge. In the event of repeated incorrect execution of Orders by the Recipient and following an assessment conducted by the Provider Company regarding the reason for the return of the Product, the Provider Company is entitled, at its sole and absolute discretion, to suspend temporarily or permanently discontinue the provision of the Skroutz Marketplace Service provided under these General Terms and Conditions, in accordance with this Article and Article 8.
Furthermore, to ensure the best possible shopping experience for Users, the Provider Company reserves the right to: (a) change and adjust the availability time declared by the Recipient, in order to provide the User with correct information regarding the delivery time of his Order, in the event that the Recipient does not repeatedly deliver the ordered Products to the Transport Company within declared availability time, and (b) set a systemic limitation on the number of pieces of a Product that can be added to the Order, in particular, in the event that the Recipient does not share or update in a timely and appropriate manner the information for the availability of its Products or in case of particularly increased demand for an individual Product or an entire product category.
Article 11 - Intellectual Property
All intellectual and industrial property rights related to the Website, the Application, the software, the database, the “skroutz” logo and any other trademark or symbol of the Company and generally distinctive feature and element of the Platform, as well as anything that the Provider Company has created in the context of its business activity or for the provision of its services, belong exclusively to the Company. In no event shall this Partnership Agreement constitute or be construed as a contract granting any such right or license to the Recipient counterparty or third parties.
All intellectual or industrial property rights, symbols, brands, logos related to the Recipient belong exclusively to it (the Recipient), as long as it is the legal owner and in no case are they owned or transferred by accepting these General Terms to the Company. The Recipient is solely responsible for the brand name, logo, mark, distinctive features, photographs and in general the material that it (the Recipient) provides to the Company related to its business, for use on the Platform, and guarantees that it retains ownership rights over them or has secured the express permission to use and grant their use by third parties, being liable to indemnify the Company against any third party that may turn against the latter regarding them.
By accepting these General Terms and connecting to the Platform, the Recipient expressly consents and grants the Company the license to use in any way its brand name, shopname, logos, trademarks and any generally distinctive features for the purpose of fulfilling this partnership and for as long as it is valid. And the use by the Recipient of the trademarks and in general distinctive features of the Provider Company is only permitted after written approval of the latter.
Article 12 - Review System
The Provider Company maintains a reviews system on the Platform. Therefore, the Recipient unreservedly accepts that negative and/or positive reviews for products or services provided by the Recipient may be posted on the Platform, by any registered User-member of the Platform of the Provider Company.
Any negative reviews will be posted on the Platform, provided that the Recipient becomes aware of their content before three (3) days of their posting. The Recipient may reply to the negative reviews, so that any comments made on the reviews by the Recipient may also be posted on the Platform. The Recipient accepts that the Provider Company reserves the right, at its sole discretion, to delete any response of the Recipient on the negative reviews, in whole or in part, if reference is made to personal data of users or employees of companies involved in the overall processing of an order or if criminal or inappropriate characterizations, slander and insults are used or the informal terms of good internet conduct or the principal rules of courtesy and decent behavior are not observed, while informing the Recipient for its deletion, and/or contact the Recipient in order for the latter to change and amend the text of the response for its posting, if this is deemed necessary, while pointing out the controversial points.
In case the Provider Company repeatedly receives negative reviews about the Recipient regarding the proper preparation of the Order, the availability of the Products, the compatibility of prices or any repeated failure regarding the validity of the information provided by the Recipient and displayed on the Platform, the parties acknowledge and accept the right of the Company to terminate this Agreement unilaterally and without any penalty by denying to provide the Skroutz Marketplace Service agreed herein to the Recipient and further by permanently deleting it from the list of stores displayed through the Platform.
The Recipient is obliged to refrain from any act or omission that may manipulate the reviews posted on the Platform - for example direct contact of the Recipient with the User that posts the review and provision of an incentive for submitting reviews - especially to refrain from the posting of reviews from computers within its physical store as well as not to allow the posting of reviews by its employees or associates. Violation of the obligations of this paragraph provides the right to the Provider Company to proceed to the temporary disruption of the provision of the service to the Recipient or to terminate this Agreement unilaterally and without penalty.
It is expressly agreed that the posting of any negative and/or positive reviews and any respective responses - comments of the Recipient of the Skroutz Marketplace Service is potential and subject to the sole discretion of the Provider Company, which reserves the right to delete at its sole discretion the reviews posted within a specified period of time or by a specific user.
Article 13 - Additional benefits and services
The Provider Company may provide the Recipient with additional services, complementary to the Skroutz Marketplace Service. These services are designed at the Provider Company’s sole discretion to promote the business performance of the Recipient and are provided to the Recipient only upon the latter's expression of interest, either free of charge or for a financial consideration, depending on the nature of the Service in question. If the Recipient maintains an Order Fulfillment Rate lower than the minimum percentage set by the Provider Company from time to time, in accordance with the Article 9 of these General Terms, the Provider Company shall be entitled to suspend or permanently disrupt the provision of the additional services to the Recipient. The additional services are listed below by way of example and the Provider Company reserves the right to add additional services or to modify or abolish existing services, in accordance with the specific terms and conditions governing each service:
"Store Pick-up" means the possibility provided to the User to personally pick up the Order from the physical store of the Recipient.
"Express Delivery" means the service of the Provider Company, which is provided for specific Orders of products displayed on the Platform and marked accordingly and guarantees that the Order will be delivered to the User within two (2) working days from the placement of the Order at the latest. The order of a product bearing the relevant express delivery marking must be handed over by the Recipient to the Transport Company within the time specified upon its transmission to the Recipient, otherwise it is considered as not processed.
"Partner Advertising Service" means the service of the Provider Company which concerns specific product categories displayed on the Platform, freely chosen by the Provider Company, by virtue of which the Recipient can display specific Products with a special distinctive indication, without considering the classification of the Products per category, more favorable in terms of price and point of sale, upon payment of an additional fee by the Recipient. The terms and conditions for receiving the Partner Advertising Service are permanently posted on the Skroutz Merchants System and the Recipient can become aware of them after successfully logging in to the aforementioned System.
“Merchant Deals Service” means the service provided by the Provider Company, pursuant to which the Recipient may, at its sole discretion, create “Offers” or “Deals” through the Skroutz Merchants System, by announcing discounts on the prices of the Products offered through the Skroutz Marketplace Service, which shall be displayed on the Platform for the entire duration of such Offers. The terms and conditions governing the use of the Plus Deals Service are at all times available through the Skroutz Merchants System, and the Recipient may review them upon successful login to the said System.
"Fulfilled by Skroutz Service (FBS Service)" means the service of the Provider Company after payment of an additional price by the Recipient, by virtue of which is provided the possibility of storing specific Products of the Recipient in appropriately covered storage areas of the Provider Company as well as the possibility of preparing and delivering the Orders by the Provider Company in order to manage the order more directly. The terms and conditions for receiving the FBS Service are permanently posted on the Skroutz Merchants System and the Recipient can become aware of them after successfully logging in to the aforementioned System.
"Price Optimizer Service" means the service of the Provider Company, according to which the Recipient has the ability to form its pricing policy at its discretion and in particular has the ability to set the maximum and minimum price limit at which it is willing to sell its product through the Skroutz Marketplace Service, while under the mechanism of the Price Optimizer Service, the price of the Product is automatically adjusted according to the above-mentioned permissible limits in order to display the Recipient in the "Buy Box" position, provided that the other parameters, apart from the price, for the display of the Recipient in the "Buy Box" position are met. The terms and conditions for receiving the Price Optimizer Service are permanently posted on the Skroutz Merchants System and the Recipients can become aware of them after successfully logging in to the aforementioned System.
"Skroutz Coins Service" means the reward service offered by the Provider Company to the registered members of the subscription service "Skroutz Plus", during which the Users acquire the possibility to collect Points (hereinafter the "Skroutz Coins") by making through the "Shopping via Skroutz Service" Service a purchase of specific goods marked with a relevant indication and then convert the Skroutz Coins into discount coupons, in which service the Recipient may participate at his free choice, determining the number of Skroutz Coins it wishes to allocate per Product as well as the maximum number of pieces per Product it wishes to allocate, charging itself with the value of the Skroutz Coins collected by the User. The terms and conditions for receiving the Skroutz Coins Service are permanently posted on the Skroutz Merchants System and the Recipients can become aware of them after successfully logging in to the aforementioned System.
Article 14 - Dispute Resolution, Internal Complaint-Handling System, and Mediation
The Partnership Agreement is governed by Greek law. Disputes regarding its validity, interpretation, or execution are subject to the jurisdiction of the courts of Athens.
The Provider Company makes available to the Recipient, through the Skroutz Merchants System, an internal system for the submission and handling of complaints regarding any of the following issues: (a) alleged non-compliance of Provider Company with obligations set out in the applicable legislation, which affects the Recipient, (b) technological issues which are directly related to the provision of the services of the Provider Company and which affect the Recipient, (c) any measures taken by the Provider Company or any Provider Company’s behavior that are directly related to the provision of services and which affect the Recipient and (d) any decision of the Provider Company to restrict, in particular to withdraw Illegal Content or to disable access to it or to suspend the provision of its services or to terminate the Recipient's account, following an ex officio investigation or upon receipt of information and orders of action from third parties, on the grounds that the information provided by the Recipient constitutes Illegal Content or that the Recipient is engaged in illegal or immoral activity or that it is not in compliance with these General Terms and Conditions and EU and/or Greek law, in accordance with clause 17.3.
For this purpose, the Recipient may submit a formal complaint through the portal provided by the Provider Company for interconnection, describing the violation or non-compliance in a concise manner, with reference to specific elements and the way in which the Recipient is affected or to the challenged provision. The complaint will be forwarded to the relevant department of the Provider Company in order to be answered in writing as soon as possible and at the latest within 30 working days of receipt, and the Company will also ensure the annual publication of data on the operation and effectiveness of this Internal System.
In the context of the internal system for the submission and handling of complaints, the Provider Company a) duly examines the complaints submitted as described above and the follow-up that may need to be given to the complaint in order to adequately address the issue raised, b) processes the complaints quickly and efficiently, taking into account the importance and complexity of the issue raised and c) notifies the Recipient of the outcome of the internal complaint handling procedure in a personalized and simple manner, while also informing it of the possibility of out-of-court dispute resolution before the competent authorities.
The Company Provider reserves the right to suspend at its discretion the ability to submit notices and complaints through the internal complaint-handling system of this Article to persons or entities or complainants who frequently submit notices or complaints that are manifestly unfounded. In assessing the evidently unfounded nature of a notice or complaint, the Provider Company shall take into account (a) the number of manifestly unfounded notices or complaints received in a given period of time, (b) the relative proportion of these in relation to the total number of notices or complaints received in a given period of time; (c) the seriousness of the manifestly unfounded nature of a notice or complaint and its consequences; and (d) the intention of the person making the notice or complaint.
In the event that the Recipient's complaint cannot be resolved through the Internal Complaint-Handling System of this Article, then the Provider Company, as part of an attempt to resolve the dispute out of court, proposes (a) Mr. Haris P. Meidanis, Attorney-at-Law in Athens and Certified Mediator (Tel: +30 210 3604445), and (b) Mr. Eleni Plessa, Attorney-at-Law in Athens and Certified Mediator (Tel: +30 210 3616493), as suitable mediators within the meaning of Article 12 of Regulation (EU) 2019/1150 to seek, acting individually in the above capacity, an agreement between the Provider Company and the Recipient regarding the out-of-court resolution of any disputes arising in connection with the provision of the services described in this Partnership Agreement.
Article 15 - Data sharing
In the context of its activity and the provision of its services, the Provider Company has access to commercial and financial data, which are provided by business users when using the Skroutz Marketplace Service and other additional services and are generated when providing these services to the Recipient and Users th in the context of using the Platform for product search and price comparison, as well as when placing Orders through the Skroutz Marketplace Service (hereinafter referred to as "Data").
The aforementioned Data refer to available commercial and financial data regarding specific product categories or individual products displayed through the Platform, such as indicatively information on the financial performance of specific product codes or specific product categories during a certain reference period, the distribution of product sales by price range, product ratings, the participation of the Product in the total sales of specific product categories, etc.
Taking into account the fact that the Data are generated during the provision of services by the Provider Company, the latter becomes the legal holder of them, and therefore reserves the right to transmit them for a fee or free of charge to third interested natural or legal persons (hereinafter the "Data Recipient"). The aforementioned data are sent in encrypted and non-editable form, without providing information on the identity of the Recipients, information that may restrict or undermine free competition and/or any personal data of Users, while the Data Recipient is bound by a written agreement with the Provider Company that it will use them as confidential information with absolute discretion and confidentiality and exclusively for its internal business needs, that it will not forward or distribute them in any way to third parties, that it will not copy, modify, adapt and/or alter them or create by any means derivative works relating to them, that it shall ensure the protection of the Data provided to it from accidental and unauthorized access by third parties and from any prohibited dissemination and any other form of unlawful processing and that it shall take all necessary technical, legal and organizational measures within its business to ensure that access to such data is possible only for a limited and strictly necessary number of its employees and staff and specifically authorized persons.
By accepting this agreement, the Recipient unconditionally accepts the sharing to third parties of the Data generated in the context of the Recipient's receipt of the Skroutz Marketplace Service and relating to the Products and sales of the latter. In case the Recipient does not wish the sharing of the data relating to it, the Recipient may request their exclusion at any time by sending a message via a specially designed field of the Skroutz Merchants System.
In compliance with the provisions of Law 4170/2013, as amended by Law 5047/2023 and currently in force, the Provider Company is obliged to follow the due diligence procedures provided for by law and to submit to the Greek tax authorities annually, or upon specific request of the authorities, sales data of the Recipients of its Services, in order to enhance tax transparency and to fulfill the purpose of Law 4170/2013 in general, in accordance with the specific provisions of this law and the relevant decisions of the competent authorities. By accepting the present, the Recipient declares that it is aware of the obligations of the Provider Company arising from the above legal framework.
Article 16 – Confidentiality Obligation
The Recipient undertakes to maintain absolute confidentiality and discretion in relation to all confidential information of the Provider Company. In particular, the Recipient undertakes, is obliged and guarantees to strictly secure any confidential information that the Recipient receives or is informed of in the context of or on the occasion of this partnership with the Provider Company, as well as not to make any announcement or publication to third parties of any element that comes to his attention in relation to the this partnership, as well as in general data relating in particular to trade secrets, know-how, pricing policy, commission rates, financial and other activities or the organization of the Provider Company and undertakes to impose the above obligation of confidentiality on its employees, partners, and/or representatives.
Article 17 – Notification and Action Mechanism – Designation of a Single Point of Contact
In compliance with the provisions of Regulation (EU) 2022/2065 of the European Parliament and of the Council of 19 October 2022 on the single market for digital services and amending Directive 2000/31/EC (hereinafter the "Digital Services Act"), the Provider Company puts into operation a notification mechanism, under which any natural person or entity is permitted to notify the Provider Company by electronic means regarding the existence of specific information on the Platform, which the reporting person or entity considers to constitute Illegal Content.
The Provider Company has designated a single point of contact, as described herein, for the purpose of achieving its direct and effective communication with the recipients of its services, namely the Recipient and the Users of the Platform or other professionals with whom the Company maintains a collaboration, and with any competent national, European or any Member State authority, regarding any matter related to the implementation of the Digital Services Act, including product safety issues. In addition, the above single point of contact has been designated by the Provider Company for the receipt from the competent authority of any order to remove terrorist content or to disable access to it.
The Provider Company, in order to protect Users, conducts investigations ex officio or upon receipt of orders to take action from competent authorities through the single point of contact or upon receipt of information through the notification and action mechanism and/or in any other way, with the aim of detecting, identifying and withdrawing Illegal Content from the Platform or disabling access to it, as well as finding/verifying the commission of illegal and unethical activities by the Recipient in order to impose any restrictions on the provision of the Provider Company's services. To this end, the Provider Company proceeds to examine the alleged Illegal Content by conducting a check on official online databases or online interfaces available in Greece or in an EU member state, on the bases of reliable sources of labeling of illegal content and/or by contacting the manufacturer or official distributor/importer of a product that is allegedly illegal, etc. In the event that it is actually found that it is Illegal Content or illegal or unethical activity or non-compliance with this Partnership Agreement and EU and/or Greek law, it is entitled to withdraw the Illegal Content and deactivate access to it and/or suspend the provision of its services or terminate the Recipient's account related to the detected illegality, providing the Recipient with relevant justification for its decision. Against this decision of the Provider Company, the Recipient is entitled to submit a complaint within six (6) months through the Internal Complaint-Handling System, in accordance with condition 14.2.
Article 18 – Amendments to General Terms
The Provider Company may unilaterally amend these General Terms. Any amendments will be communicated to the Recipient via an appropriate durable medium and will take effect fifteen (15) calendar days after such notification.
If the upcoming amendment requires technical or commercial adjustments by the Recipient, it will take effect thirty (30) calendar days after notification. The above notice periods do not apply when immediate enforcement of the amendments is mandated by legal or regulatory obligations, cybersecurity risks, fraud, data breaches, etc., or when the Recipient waives the notice period.
Article 19 – Final Provisions
Any provision of this Αgreement deemed contrary to the law or annulled will cease to have effect without affecting the validity of the remaining provisions.
This Partnership Agreement, together with its annexes, which form an integral and inseparable part thereof, constitutes the entire agreement between the contracting parties and supersedes any previous oral or written agreements concerning its subject matter.
The Provider Company's failure or delay in exercising any rights under this Partnership Agreement does not constitute a waiver of those rights.
Annex I - Processing of Personal Data of Skroutz Marketplace Users
Introduction
In addition to what has been agreed between the Provider Company and the Recipient (hereinafter the "Parties") these General Terms regarding the provision of the Skroutz Marketplace Service, the present is added as an annex, in order to comply with the obligations imposed by the legislation on the protection of personal data.
Definitions
For the purposes of this annex, the terms Personal Data, Data Subject, Data Controller, Processor, Processing, Supervisory Authority, Third Parties and Recipients shall be interpreted in accordance with the European (Regulation (EU) 2016/679, hereinafter referred to as "GDPR") and national and national legislation (Law 4624/2019 and Law 2472/1997) on the protection of natural persons with regard to the processing of personal data.
The definitions set out in the Preamble to the Partnership Agreement shall apply to this annex.
Roles of the Parties
Regarding the processing of Users' data, the Parties acknowledge that the Provider Company acts as a Data Controller and the Recipient acts as a Processor of the Provider Company, regarding the placement, general service, support, delivery and return of electronic orders that are carried directly through the Platform. The details related to said Processing are shown in Table A hereof.
The provisions herein take precedence over any other contrary contractual or non-contactual provision already agreed between the Parties, in relation to the Processing of Personal Data, in the context of the activities of the Partnership Agreement.
Cooperation framework
The Processor hereby undertakes the processing of personal data, on behalf of and in accordance with the recorded instructions of the Controller.
The Processor's participation in the operation of the Skroutz Marketplace Service requires the collection, use and further processing of personal data on behalf of the Controller. Processing activities are described in Table A hereof.
For the execution of the Processing activities, the Processor will process personal data of the persons to whom they relate. Table A hereof lists the categories of persons to whom the data being processed pertains, as well as the type of data, which is processed and to which the Processor has access. Personal data will be processed exclusively for the purposes also stated in Table A hereof.
In the event that the Controller wishes to assign new processing to the Processor, this shall remain in full force and Table A shall be updated again.
Regardless of the Processor's obligation to comply with GDPR requirements and to protect the rights of Data Subjects, the Controller acknowledges that it remains directly responsible for its compliance with the legislation on Personal Data Protection and demonstration of said compliance.
Processing will take place exclusively within the European Union. In the event of any subcontracting by the Processor that includes the transfer of Personal Data outside the European Union, the Processor undertakes the obligation to ensure an adequate level of protection of this data, so as to ensure compliance with the provisions of the present.
The Data Processor shall retain an updated record of all Personal Data Processing activities performed on behalf of the Data Controller in accordance with Annex 1 (hereinafter referred to as “Record of Processing Activities”). The Record of Processing Activities shall include all information required under Article 30 GDPR and shall be available to the Data Controller as well as the Supervisory Authority, upon their request.
Processing in accordance with the Guidelines
The Processor undertakes the obligation to process personal data only upon written instructions from the Controller, including the present, and only for the purposes of providing services that have been agreed upon or specifically defined in said instructions.
The Processor undertakes to inform the Controller immediately if, in its opinion, any of its instructions violates the legislation on Personal Data Protection or other applicable legislation.
It is expressly acknowledged by the Recipient that, in any case it processes the Personal Data, in a way or for purposes that exceed those defined herein or the specific written instructions of the Provider Company, as the case may be, the Recipient will act as the exclusive controller and not as processor and therefore, no further responsibility regarding this unauthorized processing will be borne by the Provider Company.
Technical and Organizational Measures
The Processor undertakes the obligation to adopt and implement appropriate technical and organizational measures to ensure a level of protection commensurate with the risks involved in the Processing as well as the continuous confidentiality, integrity, availability and resilience of the Processing systems and services involved in processing. These measures should protect Personal Data against accidental or unlawful destruction or accidental loss, damage, alteration, unauthorized disposal or access and against any other unlawful form of Processing. Technical and organizational measures are further analyzed under Table B.
The Processor undertakes to comply with the legislation on the Protection of Personal Data, through the implementation of clear and strict procedures and policies.
Access to Information Systems
In the event that the Processor is granted, in accordance with the Partnership Contract, access to the information systems of the Controller (including the electronic order-taking platform, but also other networks, servers, dialog systems, databases, etc.), the Processor undertakes the obligation to use these resources with the greatest possible care and only in strict compliance with any standard operating procedures that may be indicated by the Controller.
The Processor undertakes in particular the obligation to ensure that permission to access Personal Data through the above information systems is given only to members of its staff who really need to have access to them and only in relation to the object and purposes of the Partnership Contract, but also those who specialize in this or in any more specific instructions of the Controller.
Update, Notification and Subscription
The Processor undertakes the obligation to inform the Controller (via email at [email protected]) immediately and in any case within twenty-four (24) hours, in the event of a security incident related to Personal Data.
In addition, the Processor undertakes the obligation to inform the Controller (via email at [email protected]), in case of a request by a Data Subject, regarding the obligations of the Controller, in accordance with the legislation on the Protection of Personal Data within five (5) working days of receipt of the relevant request.
The Processor undertakes the obligation to provide assistance to the Controller, through appropriate technical and organizational measures, in order to ensure the latter's compliance with the obligations of the legislation on Personal Data Protection, such as for example assisting with:
the security of the Processing, in accordance with Article 32 GDPR,
the notification of a Personal Data Breach Incident to the Supervisory Authority, in accordance with Article 33 GDPR and the notification of Data Subjects regarding a Personal Data Breach Incident, in accordance with Article 34 GDPR.
the possible carrying out of an Impact Assessment Study for the Protection of Personal Data, in accordance with Article 35 of the GDPR, regarding the envisaged Processing and
the possible consultation with the Supervisory Authority regarding the aforementioned possible Impact Assessment Study, in accordance with Article 36 GDPR, as well as the implementation of risk mitigation measures for personal data, together with the Controller.
Access and Disclosure
The Processor undertakes the obligation to ensure that permission to access the Personal Data is given only to the personnel who must necessarily have access, in relation to the purposes and obligations arising from this annex and the Processing described in Table A.
The Processor's personnel who have access to the personal data should be bound by a confidentiality clause, contractual or statutory, should receive appropriate training and should comply with the obligations described herein.
Use of Further Subcontractors
The Processor is not allowed to appoint subcontractors (Sub-Processors), without the prior written permission of the Controller, which must necessarily state the details of the further subcontractor, the purpose of the subcontract, the applied technical and organizational measures, as well as contractual commitments that cover the requirements of the provisions of Article 28 GDPR and are at least equivalent in protection for Data Subjects, in relation to the provisions herein.
The Processor shall inform the Controller (via email at [email protected]), of any intended appointment of a new subcontractor and/or replacement of an existing (previously approved) subcontractor, sixty (60) days in advance of any such appointment or replacement; the Controller shall approve such appointment or replacement of a subcontractor within sixty (60) days from the date of receipt of such prior notice; Controller’s approval shall not be unreasonably withheld. In case of objections, both parties shall collaborate in good faith to reach a mutually agreed decision with respect to such appointment or replacement.
Right to Audit
The Processor undertakes the obligation to make available to the Controller any necessary information to prove compliance with its obligations and to allow and facilitate checks, including audits and/or inspections, carried out by the Controller or another auditor commissioned by him at least on an annual basis.
Data Protection Officer Designation
If required by applicable data protection legislation, the Data Processor shall designate a Data Protection Officer, whose role is to ensure the compliance of the first with the applicable data protection legislation and with the present Agreement.
The Data Processor shall make available to the Data Controller any audit reports conducted by the Data Protection Officer or other consultant, related to the protection of Personal Data processed by the Data Processor on behalf of the Data Controller, according to the present Agreement.
The Data Processor shall rectify immediately any derogations concerning the protection of personal data, identified by its Data Protection Officer or other consultant in the aforementioned audit reports.
The Data Processor shall notify the Data Controller, without delay, of any personnel changes that may occur regarding the Data Protection Officer of the first.
Termination of the Contract
The Processor undertakes the obligation to return or delete the Personal Data after the end of the Processing described in Table A and/or the Partnership Contract, according to the absolute discretion of the Controller, unless the exceptional storage of specific, absolutely necessary data, from the text of the legislative framework to which the Processor is subject.
With regard to the exceptional processing described above, the Recipient acknowledges that it will act as the sole controller and not as the processor and therefore, no further responsibility regarding this processing will be borne by the Provider Company.
In the event that the Data Controller requests an irreversible destruction or deletion of the Personal Data of the assigned Processing, as they are in any form of documents or/and other containers of data, the Data Processor shall provide a written verification of the irreversible destruction or deletion, according to the applicable standards and any specific procedures ordered by the Data Controller.
Liability
In the event that, both during the Partnership Contract and after its termination, damage of any kind is caused to Data Subjects or any claim is raised by Data Subjects and/or third parties due to any violation due to the intention or negligence of the Processor during the processing of Personal Data of the Data Subject by him/her, ,as well as in the case of a fine imposed by the competent Supervisory Authority on the Controller, due to relevant acts or omissions related to the Processing being carried out or violations of the relevant legal and/or contractual obligations both on the part of the Processor, and on the part of any further subcontractors thereof, the Processor undertakes to compensate the Controller, for any amount that the Controller has paid or is required to pay for the above reasons.
Special Right of Termination
The Provider Company has the right to terminate the Partnership Contract in whole or in part for good reason and with immediate effect, in the event that the Recipient does not comply with its obligations arising from this.
Table A – Processing Details
The Processor (Recipient) carries out the following Processing activities on behalf of the Controller:
Data of the Platform Users managed by the Controller are disclosed to the Processor. This data is used for the purposes of placing, generally servicing, supporting, delivering and returning electronic orders processed directly through the Platform, through the Skroutz Marketplace Service. Specifically, the above processing purposes do not include advertising or commercial communication in general by the Processor to the Users.
The Processing of the Controller in which the Processor is involved, as the case may be, are the following:
Submitting an order by the User, transmitting order data of User to merchants, completing an order with delivery, returning or replacing an order
The Data under Processing concerns the following categories of Data Subjects:
Customers-Users of the Platform
The Personal Data being processed are the following:
Name, postal address, mobile or landline number, order content and financial details (total amount, products, VAT, etc.), additional order comments from the user (gift packaging, shipping instructions, etc.), photo of the products as they are received by the User in case of return/withdrawal, as well as exceptionally any questions or complaints of the Users in relation to their specific order.
Table B - Technical and Organizational Measures
Information Security Organizational Structure Instructions
To ensure adequate implementation of Information Security, the Processor has established clearly defined roles and responsibilities and has appointed personnel to meet all necessary Information Security & Data Protection requirements, periodically evaluated and updated as required to ensure confidentiality, integrity and availability of Information. The Processor has also implemented adequate separation of duties policies to deter unauthorized actions on critical data and services.
Information Security Policy Instructions
The Processor must develop, maintain and periodically review and update relevant Information Security Policies, which apply to all its personnel, employees, partners, contractors and relevant third-parties involved in any Controller related workflows and activities involving data and information under the Controller’s ownership. More specifically at a minimum the following policies must be defined and enforced:
Human Resource Management Security Policy
The Processor implements relevant processes and procedures to ensure background, skill-set and experience applicability for all involved personnel & third-parties in relevance to their roles & responsibilities and the enforcement of all relevant processes and procedures, which define human resource management workflows, including but not limited to hiring, role change, employment termination, employment expiration, as well as employee & third-party contractual obligations.
Data Classification & Management Policies
The Processor takes effort to catalog, track and classify information and data, including personal, private and/or sensitive data, applying procedures to locate, validate and classify such data. The Processor also defines an acceptable use policy for all relevant data and information, enforces it to all relevant parties and ensures timely and effective distribution of said acceptable use policy to all relevant parties.
Access Control Policies
The Processor enforces adequate security procedures, processes and technical measures to control access to information systems, data and information, including all personal, private and sensitive data. Only strictly authorized personnel are able to grant, modify or revoke access rights to any information system that hosts personal, private and/or sensitive data. Access rights are granted following the “Principle of Least Privilege”, limiting access to relevant authorized personnel only, that have a proven business and/or operational need to be granted such access rights in accordance to their role and responsibilities.
Processor access control policies, processes and procedures must also extend to access on Controller data, information systems and services granted to Processor personnel and relevant third-parties, ensuring at minimum the following requirements are met:
Strictly unique user accounts are provided to relevant Processor personnel for all involved Controller information systems and services, mandated to operate under strict security guidelines around password complexity, password management and password storage, explicitly forbidding any type of account sharing between individuals to ensure non-repudiation of actions
Access to Controller data, information systems and services must only be allowed by authorized IT systems and devices provisioned, owned and/or operated by the Processor and no personal devices must even be allowed to access those data, systems and services under no circumstances.
Any additional access request related to Controller data, information systems and services by Processor personnel must follow a clearly defined process and adequate proof must be provided on the necessity for such access to be granted, in compliance with the “Principle of Least Privilege” and a “Need to Know” basis. The ultimate access request result decision remains the sole responsibility of the Controller.
Application, Communication and Infrastructure Security Policies
The Processor applies and enforces strict processes, procedures and techniques to safeguard data processing and transmission workflows with the purpose of protecting all data, information systems & supporting infrastructure to maintain a adequate level of security posture for all Controller data and information being stored, transferred or processed within Information Systems belonging to or operated by the Processor. More specifically the following baseline security requirements are mandated and enforced:
Network Security controls including implementation of some of the following measures - Firewalls, Secure Remote Access, Intrusion Detection & Prevention, Network Segmentation, Network Access Control
Monitoring, Logging and Auditing of all relevant information systems and services
Robust Malware Protection for all relevant information systems and services (Antivirus, Anti-malware etc.)
Secure Software Development Lifecycle processes in place that safeguard application security by integrating security review, testing and remediation processes (Static Code Analysis, Dynamic Analysis, Dependency Checks, Code Reviews etc.) within the software development process for all applications transferring, processing and/or storing Controller data & information
Robust Patch Management processes and procedures for all relevant information systems and services with demonstrable vulnerability management Key Performance Indicators
Cryptographic Principles & Policies
The Processor implements NIST compliant cryptographic principles, policies and guidelines to ensure strong cryptographic protection related to the confidentiality, integrity and availability of all relevant data and information systems.
Information System Lifecycle Policies
The Processor implements and enforces strict processes, procedures and techniques around security incident response and management activities involving data & information under the Controller’s ownership, defining clear steps to be followed under all circumstances when a security incident has occurred. Those processes and procedures must implement all necessary measures to quickly detect, identify, triage, isolate, contain and remediate all threats and must also include clear steps and provisions around prompt notification of the Controller with a maximum notification period of forty-eight (48) hours since initial detection of the incident.
The Processor must also be able to provide all relevant data & information requested by the Controller to support their incident response processes and procedures, should the need arise. It must clearly be stipulated in the relevant policy provisions that the Controller retains sole authority for conducting the incident response process related to information systems, data and services under its ownership and the Processor is required to follow all guidance as communicated by the Controller (Skroutz) during a security incident investigation unless it directly violates their legal, regulatory, compliance & contractual obligations.
Compliance Policies
The Processor defines and enforces strict processes and procedures to ensure full compliance with all applicable legal, regulatory and compliance requirements deriving from this agreement, local, national and international laws and regulations.
Subprocessor Security Policy Instructions
Before onboarding Sub-Processors, the Processor conducts an audit of the security and privacy practices of Subprocessors to ensure Sub-Processors provide a level of security and privacy appropriate to their access to data and the scope of the services they are engaged to provide. Once the Processor has assessed the risks presented by the Sub-Processor, the Sub-Processor is required to enter into appropriate security, confidentiality and privacy contract terms, subject to the requirements set out by the Controller in this document.