CONTRACT OF COOPERATION
Today, 26 giu 2022, in Athens, Greece, the contracting parties:
A. Private Shareholding Company “FEDRA PSC” (“FEDRA IKE” in Greek), under the distinctive title “FEDRA.COM”, based in Athens, Theanous street, number 15, postal code 11854, legally registered at the General Commercial Registry with the number 156982603000, Tax ID number 801444680, registered to Tax office A’ Athinon, with contact e-mail: [email protected] and telephone number: (+30) 2103006897, shortened hereinafter to “Provider”, and,
B. Counterparty , as legally represented for the signing of the current contract by , shortened hereinafter to “Recipient”,
Agree, conclude and accept the terms of the current contract (shortened hereinafter to “Contract”):
The Provider benefits from an enterprise to which they belong and administers the website www.fedra.com, which is a search engine for products of certain online pharmacy shops, with sorting options based on price and other criteria.
The Recipient benefits from an enterprise that administers an online pharmacy shop in Greece.
ARTICLE 1 – CONTRACT SUBJECT:
The Recipient delegates to the Provider and the latter undertakes the promotion through the website www.fedra.com of the entirety or a part of the Recipient’s products, available at the online pharmacy shop that they administer online, as well as any data regarding the featured products that they commerce.
The Recipient retains their intellectual property rights. Furthermore, a specifically assigned part of the aforementioned website will display the address, phone number provided by the Recipient, Tax ID number, and General Commercial Registry number, for consumer information.
Refusal to display such data or providing false data allows the Provider to immediately and without prior notice suspend their services to the Recipient.
In order for the Provider to accept the display of the Recipient’s products at the Provider’s website as specified above, the Recipient’s online shop must fulfill the minimum requirements for the entire duration of the Contract. Otherwise, the Providing company has the right to terminate the current Contract without penalty, whenever any deficiency occurs, even if the contracting parties were aware of said deficiency when signing the Contract:
a. The creation of a “shopping cart” and the ability to submit orders online.
b. The authorization on the Recipient’s/online pharmacy shop website of at least two (2) different payment methods, valid throughout Greek territory. Necessarily, one of the two will be payment using a credit or debit card during the checkout, in cooperation with a Greek credit institution.
c. Any extra cost occurring during checkout, such as, but not limited to, delivery cost, emergency delivery cost, cash-on-delivery cost, etc., must be included and displayed during the checkout process and before the transaction/purchase is complete.
It is agreed and clarified that the Provider’s service only relays the data provided by the Recipient, sorted on the basis of various criteria (price, etc.). Therefore, the Provider’s website does not initiate the transmission of such data, but simply constitutes another access point, through the creation of a link leading to the respective website of the Recipient.
The Provider displays their partners (among which is the Recipient) at the website www.fedra.com, sorting them based on the price at which they dispose of each product, from least to most expensive. Furthermore, visitors at the website www.fedra.com can modify the sorting of the products displayed, choosing between other criteria. For example, they can apply criteria based on the sales price including delivery cost, availability, location of the physical pharmacy store disposing of the products, etc. Provider guarantees and promises that in any case, price-based sorting will be available. Regarding other criteria (availability, physical store location, etc.), it is expressly agreed that the Provider can freely add and remove them anywhere on the website www.fedra.com, without getting consent or permission from the Recipient and without creating liability for compensation or unjustified enrichment at the expense of the Recipient.
The Provider retains the right to collect, save and generally process and publish anonymous statistical data that concern specific product categories for information, promotion, and statistical purposes, without specifying or identifying the Recipient.
If the Recipient ceases the transmission of the abovementioned data, as specified above, the Provider is entitled to terminate the provision of services without penalty, until the data transmission is fully restored. If the Recipient is deemed liable for the termination of data transmission, as specified above, the Providing company is entitled to terminate the current Contract without penalty.
The Provider offers to the Recipient an online Data Updating System (shortened hereinafter to “Fedra Pharmacies”).
In case of any modification on:
-Basic Recipient information, especially their address, phone number, online address, e-mail address, or
-Company information (conversion from physical to legal entity, conversion of legal entity, General Commercial Registry number alteration) or,
-Information that could confuse or/and mislead the consumer, in the sense of affecting substantially their economic behavior, especially regarding payment to the Recipient, the delivery cost, the possibility of hire-purchase, or
-Any other parameter that could affect the final product price, the final consumer billing, or the consumer’s choices.
The Recipient is obliged to connect to the Fedra Pharmacies System and implement immediately the required, as specified above, data modifications in the specifically-assigned website of the Provider that displays the data above.
In case that the Recipient fails, for any reason, to immediately proceed to the data modifications specified above through the Fedra Pharmacies System, they ought to notify the Provider directly, by providing them with all the required data, so that the Provider proceeds with implementing the necessary modifications.
In order to avoid confusion or/and deception to the consumers, the Recipient ought to connect to the Fedra Pharmacies System or notify the Provider, so that the abovementioned modifications are implemented as soon as possible and, in any case, within 24 hours since the new data that must be modified, as specified above, came to their attention.
The Provider retains the right, but not the obligation, of verifying the data provided by the Recipient, so as to ensure the correct information of the users of the Provider’s website and avoid oversights that could confuse or/and mislead the consumer, in the sense of affecting substantially their economic behavior.
For this purpose, the Provider has the right to inform the Recipient through the Fedra Pharmacies System for the required corrections or additions upon the data provided by them, and to proceed to the temporary or/and permanent concealing of specific products of the Recipient until the correction or addition of the necessary data is complete.
The Provider retains the right to select the products displayed on their website from the total of the products submitted online by the Recipient, as well as to exclude from display certain products that, in their view, are either obsolete, don’t pose any commercial interest, don’t match with the variety of items displayed at the Provider’s website, or require special processes in order for them to be sorted.
The Provider is fully entitled to request from the Recipient the acceptance of additional terms of cooperation regarding certain product categories, or else to exclude those products from their display at their website.
The Provider may suggest to their website’s users certain relevant and associated products, that complete the initial product, during the process of the user’s checkout. The associated products may be offered either by the Recipient or by other partners of the Provider and upon the Provider’s selection.
The Recipient is entitled to point out possible oversights in the display of their products, through a correction request submitted to the Fedra Pharmacies System. The Provider, upon the submission of the correction request and upon proceeding to inspect the correctness of the notification, will implement the necessary corrections, informing the Recipient for their completion, otherwise, they will deny the request and inform the Recipient of the reasons for their rejection.
After the expiration or termination of the Contract for any reason, the Provider continues to store the Recipient’s data that came under their possession as a result of their current contractual relationship for however long it is provided for by Law. They do not share those data with third parties without having acquired in advance the written consent of the Recipient unless such sharing activity is provided for by Law or Judicial decision.
The Recipient is exempted from the payment of a lump-sum cost of three hundred (300) euros plus VAT, for their registration in the Provider’s services (Registration cost), as they participated in the trial version of the website.
For every “click”, as in user click on every product bearing the data of the Recipient’s pharmacy, as in every time the internet user clicks/chooses (usually with a left click on the mouse or a relevant action from the computer’s keyboard) the Recipient’s product, the Recipient will be charged with fifteen cents (0,15 euros). To clarify, the user does not have to proceed to the purchase of the product, but only “click” on the product bearing the Recipient’s pharmacy data, regardless of whether they will purchase it or not, or which pharmacy they will end up purchasing it form. The abovementioned cost-per-click includes VAT.
The payment of the estimated, as specified above, cost will be executed with the use of “Stock”. The Recipient is obligated to pre-pay a minimum initial Stock for the Provider’s services, as specified in the Contract. The minimum initial Stock cannot be less than fifty (50) euros (hereinafter, “Stock”).
In accordance with the Provider, the Stock will constitute a bill for the Recipient, from which the sum respective to the “click”-based cost will be subtracted daily. For every time the Recipient’s Stock reaches the sum of fifty (50) euros, the sum of twenty (20) euros, and the sum of ten (10) euros, the Provider will notify the Recipient via e-mail, so that the latter proceeds to update their remaining Stock if they wish.
In the case that the Recipient’s Stock resets to zero, the services on the Provider’s website will be ipso Jure and automatically terminated temporarily. The non-updating of the Stock from the Recipient for a time period exceeding ninety (90) calendar days, results in the permanent termination of the service, with respective permanent removal of the Recipient’s online pharmacy shop from the Provider’s website.
User’s clicks on the Recipient’s online pharmacy are stored in the Provider’s server as logs, including the user identification data, clicking time, the selected product, and the online pharmacy.
As mentioned above, the Provider’s billing to the Recipient will be estimated according to the number of users’ clicks on products of their online pharmacy shop.
Specifically, it is agreed:
-From the user’s clicks, one click per minute is charged, provided that the clicks within one minute after the first click are performed by the same user, on the same online pharmacy.
-From the user’s click, one click per hour is charged, provided that the clicks within one hour after the first click are performed by the same user, on the same product and the same online pharmacy.
For the purpose of estimating the payment to the Provider, a click is considered as exclusively user-derivative, excluding the clicks from the Provider and other Recipients related to them.
The contracting parties mutually accept as a receipt for the number of user’s clicks and the sum of the respective payment to the Provider, the demonstration from the Provider of the server’s logs, by any appropriate means, as specified above.
The Recipient’s billing, as specified above, will be conducted from the Provider by the issuing and online submission of a relevant tax document, as well as payment of whichever sum to the Stock.
Refund from the Stock to the Recipient is feasible only for reasons specifically mentioned in the Contract.
ARTICLE 3 – DURATION & MISCELLANEOUS TERMS:
The Provider’s service, as specified in the Contract, is agreeably an open-ended contract, in return for which the Recipient is obligated to pay a cost, as specified above.
The Provider retains the right to, after a period of six months from the signing of the Contract, proceed to unilateral modifications of the “click”-based cost. Any modification of the cost amount is communicated in writing (via e-mail) to the Recipient at least fifteen (15) calendar days before its activation date. The Recipient retains the right to:
a. terminate the Contract, without penalty, as specified in Article 7 of the Contract. In that case, the remaining Stock can be depleted with the previously applicable cost-per-click, if the amount is smaller than the newly-determined cost-per-click, or
b. deplete the remaining Stock (or possibly increased Stock, until the day before the activation date of the newly-determined cost) with the previously existing (as in, prior to the activation of the newly-determined cost) cost-per-click.
In any case, the Provider’s service to the Recipient is agreeably considered provided simultaneously with the payment of whichever amount from the Recipient to the Stock. In any case, refunding amounts less than a thousand (1.000) euros from the Stock to the Recipient is not possible, even after the termination or expiration in any way of the Contract, and the Recipient hereby explicitly renounces every relevant claim.
The recipient explicitly claims and accepts that they will not allocate or transfer, for any reason or cause, in total or in part, their contractual responsibilities in any third party, physical or legal entity, without having acquired in advance written consent from the Provider.
ARTICLE 4- RECIPIENT’S OBLIGATIONS:
The Recipient is aware of and accepts that during the provision of the abovementioned service to them, they are obliged to abstain from:
-Any action or oversight capable of misleading the consumer about product information, availability and sales price. For instance, it is forbidden from the Recipient’s part to present to the Provider second-hand product information, bad stock products, fake products, unknown availability products, out-of-stock or/and obsolete products.
-Any provision of information with content and form capable of misleading the consumer, in the sense of affecting substantially their economic behavior.
-Implementation of tactics capable of causing unfair competition to the commercial activity of the rest of the Provider’s partners.
-Any action in general that can result in network damage or malfunction (for instance, mass e-mail sending, spamming, etc.) as well as from the processing (collecting, storing, etc.) of personal data regarding the users or members of the Provider’s website, thus violating the applicable legislation for the protection of personal data.
-Any action or oversight that is forbidden by the applicable legislation, for instance, Law No. 2251/1994 on consumer protection, P.D. 131/2003, and the applicable legislation for e-commerce, trademarks, and personal data.
In case any violation of the abovementioned terms comes to the Provider’s attention, the Provider is entitled to terminate the services provided to the Recipient with written notice, containing the reasons for which the termination takes place, shared by any appropriate means (an e-mail message is sufficient), temporarily with a minimum of 24 hours’ time, within which the Recipient is asked to comply to the Contract’s terms, with the possibility of the permanent and without penalty for the Provider removal of the Recipient from the list of displayed, at their abovementioned website, products and pharmacies, in case of non-compliance of the Recipient with the Contract terms or in case of multiple violations of the terms. Also, the Recipient hereby renounces any claims of compensation from the Provider, based on the temporary or permanent termination of the Provider’s services to the Recipient, as specified above. In that case, any Stock remaining in the Recipient’s bill up to the amount of a thousand (1.000) euros, shall be de Jure forfeited in favor of the Provider as a penalty clause and justified compensation, not excluding further claims by the Provider.
Furthermore, in the event of raising claims or threat of raising claims against the Provider for damages or malfunctions caused by usage or oversight of the Recipient, the Provider is entitled to retain, until the irrevocable issuing of a relevant judicial decision, every sum that may remain in the Recipient’s Stock, and offset that amount with any damage (compensation, juridical fees, etc.) that they suffered, suffer or will suffer themselves due to the abovementioned claims. Also, the Recipient hereby explicitly renounces any rights to question and object against the offset, as is specified above.
ARTICLE 5 – REVIEWS, ETC.
The Recipient unequivocally agrees to the Provider’s website displaying negative or positive reviews on products available for sale through their website (an online pharmacy), from any third party commercing with them and registered user-partner of the Provider’s website.
Any occurring negative reviews will be displayed through the Provider’s website, provided that the Recipient has been informed of their content ten (10) days prior to their display. The Recipient can respond to the negative reviews so that their comments can be displayed as well at the Provider’s website.
In case it comes to the Provider’s attention that the Recipient receives multiple negative reviews regarding product availability, price compatibility, or any repeated oversight concerning the validity of the data provided by the Recipient and displayed in the abovementioned Provider’s website, the contracting parties acknowledge and accept the Provider’s right to terminate, unilaterally and without penalty, the current Contract, denying the agreed-upon services to the Recipient, and proceeding to their permanent removal from the list of displayed, through the abovementioned website, pharmacies. In that case, any occurring Stock remaining in the Recipient’s bill up to the amount of a thousand (1.000) euros shall be de jure forfeited in favor of the Provider as a penalty clause and justified compensation, not excluding further claims by the Provider.
The Recipient is obliged to immediately abstain from any action or oversight that can manipulate, directly or indirectly, the reviews published on the Provider’s website, from the provision of economic or other incentives for the publishing or withdrawal of a review, and especially abstain from publishing reviews from computers within their physical pharmacy store. They are also obliged to not permit the publishing of reviews of their physical pharmacy (instead, only their online pharmacy), as well as not permit the publishing of reviews from their employees, coworkers, or people generally related to them. Violation of the provisions deriving from the current paragraph gives the Provider the right to temporarily terminate the provided services to the Recipient or terminate the Contract unilaterally and without penalty.
It is explicitly agreed that the publishing of any occurring negative or/and positive reviews and responses-comments from the Recipient of the Service is potential and falls within the discretion of the Provider, who retains the right to remove, at their absolute discretion, reviews published within a certain amount of time or by a certain user, if, at their uncontrolled discretion, they are skeptical about their credibility, truth, or objectiveness.
It is agreed that the full update of the Recipient’s data on the Provider’s server will be performed automatically at least one (1) time a day. The Provider bears absolutely no responsibility for modifications on the content induced by the Recipient past the time of the update from the Provider, or for failure to update the content induced by malfunction of the Recipient’s equipment.
In case of permanent or/and temporary removal of the Recipient from the list of displayed, through the Provider’s website, products, and companies, owing to violations on the Contract’s terms, as well as in the event of a revocation of the herewith provided assignment, any occurring Stock remaining in the Recipient’s bill up to the amount of a thousand (1.000) euros, shall be de jure forfeited in favor of the Provider as a penalty clause and justified compensation, not excluding further claims by the Provider.
In case of malfunction or temporary non-operation of the Provider’s network systems, it is explicitly agreed that the Provider bears absolutely no responsibility concerning the restoration of any possible actual or consequential loss at the expense of the Recipient because of that matter. Also, the Recipient hereby renounces explicitly and irrevocably any relevant claim against the Provider, in any legal basis said claim could rely upon. It is considered temporary if the disruption lasts for a maximum of three (3) months.
Provided that the disruption or malfunction, as specified above, lasts for a period exceeding three (3) months, the Recipient is only entitled to, if they wish, request for the termination of the service provided to them and the refund of any occurring Stock to their account, excluding any further claims. Furthermore, the Recipient hereby renounces explicitly and irrevocably any relevant claim against the Provider, in any legal basis said claim could rely upon.
The justification for this restriction–exclusion of the Provider’s responsibility, as specified above, lies in the fact that the Provider offers solely a search and sorting engine. The Provider’s website operates as an additional channel of access to the Recipient’s website, and not as an initial point or source of the products in display.
In case the operation of the Provider’s network malfunctions, induced by malfunction of the Recipient’s equipment, resulting in the faulty display of data at the Providing Company’s website, it is agreed that the Provider is entitled, for the purpose of avoiding the risk of misleading their consumers, to inform the Recipient in writing, and at the same time proceed in the temporary termination of provided services, until the malfunction from the Recipient’s part is restored. In that case, the Provider bears no responsibility for the restoration of actual or consequential loss of the Recipient.
ARTICLE 7 – TERMINATION:
The Provider can terminate the Contract at any time with a written report shared with the Recipient via any appropriate means, including e-mail and fax. The termination takes effect within twenty (20) calendar days from the day after its delivery to the Recipient.
The termination by the Provider takes effect from the day after its delivery to the Recipient, via the appropriate means specified above, either provided for by Law, by judicial decision, or in case of multiple violations from the Recipient’s part of the Contract terms.
The Provider can terminate the Contract anytime by notifying the Provider with a document written and dated. The termination takes effect from the day after its delivery to the Provider.
The termination of the Contract does not affect the rights and obligations of the contracting parties that have been created until the date that the termination takes effect.
ARTICLE 8 – LIMITED LIABILITY:
The contracting parties agree and accept that the Provider’s civil liability against the Recipient, for loss or damage caused by the Recipient (negligence) is reduced to the maximum extent, including any interest, doubling the total of payments the Provider has received from the Recipient during the twelve-month period prior to the date that the loss or damage was induced by the Recipient. Also, the Recipient hereby explicitly and irrevocably renounces, for this differential, any claims, past or future, against the Provider.
ARTICLE 9- JURISDICTION, ETC.
The Contract and its annexes constitute the full agreement between the contracting parties and replace any verbal or written agreement between them.
For the interpretation of the Contract as well as for any dispute that could occur from it, in relation to it or because of it, including claims out of tort, the Courts of Piraeus shall be exclusively competent, and applicable Law shall be the Greek Law.