In the present contract, the following words are meant to have the meaning indicated below in this Article. (words used in this Article with the singular form are meant to have the same meaning in the plural form and vice versa):
“Agreement” or “Contract”: means the present agreement on terms and conditions, which binds Allgreekwine and all Users, as defined below.
“Buyer”: means the subject that, being a physical (owning a VAT number) or juridical person, buys the Product, as defined below.
“Control Panel”: means the webpage on which Buyers and Sellers interface and through which Transactions (as defined below) are carried out.
“Product”: means wine, alcoholic products and spirits, produced in Greece or abroad, which are the object of the Transactions, as defined below.
“Seller”: means the subject that, being a physical (owning a VAT number) or juridical person, sells the Product.
“Transaction fees Plan”: means the commercial offer unilaterally set forth by Allgreekwine, to which Sellers undertake to comply in order to operate on the Website (as defined below). The existence of a Transaction fees Plan is subject to Allgreekwine’s business choices.
“Third Parties”: means the subjects that are different from Users (as defined below) and are third parties with regard to the present Agreement.
“Transactions”: means the commercial operations performed through the Website.
“User”: means in general terms and jointly Buyers and Sellers, both physical (owning a VAT number) and juridical persons, in their quality of beneficiaries of the services offered by the Website.
“Website”: means the website http:www.allgreekwine.com, i.e. the commercial platform on which the business related to the Product is carried out.
"Allgreekwine": reffers to the brand Allgreekwine operating under Umobit SA company.
2. Purpose of the Website and description of the Transactions
2.1 Through the Website, Allgreekwine provides the following services: i) Allgreekwine provides Users with a list of Products, chosen by Allgreekwine ; ii) Allgreekwine offers to Users the possibility to enter into Transactions with other Users regarding the Product; Allgreekwine is not liable or anyway responsible and does not assume any obligations out of what expressly stated in the present Agreement.
2.2 Before being authorized to enter into Transactions on the Website, every User shall accept the present Agreement and, possibly, if provided by Allgreekwine, the Transaction fees Plan. By using the Website, the User accepts the present Agreement in each and every part and the User is fully informed of the content of this Agreement, as well as acknowledged of all its obligations towards Allgreekwine and other Users. By using the Website, Users assume all responsibilities for any use and abuse of the Website causing damages to Allgreekwine, other Users and Third Parties. Users, furthermore, making use of the website accept and subscribe the privacy regulation mentioned in the present website and/or set forth by law.
2.3 Once Users have accepted the terms and conditions of the present Agreement and filled in the gaps related to the registration, Allgreekwine will look at the User’s company registration data in order to verify that the User is actually and legally authorized to enter into Transactions. User’s registration to the Website is suspended until then. Allgreekwine has the right to refuse, even without providing any motivation, to allow anyone to become a User of the Website. Allgreekwine shall not incur any responsibility that goes beyond the ascertainment of the legal capacity of Users of make business related to the Product.
2.4 Registered Users have the right to access the Control Panel. Users, being them Buyers or Sellers, respectively insert in the Control Panel and enter into Transactions with other Users regarding the Product.
2.5 Once Users have made a proposal to buy or to sell, the Website will match such proposals. At this point, Users involved in the Transaction will receive an email by Allgreekwine informing them of the completion of the Transaction. The proposal to buy or to sell, which were revocable until the moment of the reception of the abovementioned email, become – at the moment the email is received (which does not correspond with the moment such email is actually read by Users but with the moment in which the email is delivered at the email account of the Users) – irrevocable and the Transactions shall be considered complete.
2.6 After having sent the confirmation email to Users according to what is stated in previous paragraph 2.5, Allgreekwine will issue an invoice of payment, directed to the Buyer, which will report the price of purchase of the Product as per the offer to buy.
2.7 Once having received the payment by the Buyer (such payment to be carried out either through bank transfer or credit card), Allgreekwine will inform the Seller that Allgreekwine has received the amount. The shipping of the product is to be arranged and paid by Allgreekwine.
2.8 Allgreekwine, once the Product has been shipped, will communicate the shipping information and data to the Buyer.
2.9 Once having received evidence of the delivery, Allgreekwine shall pay (either through bank transfer or credit card) to the Seller the price indicated in the invoice indicated in paragraph 2.6.
2.10 Until the moment in which evidence of the actual delivery of the Product is provided, Allgreekwine will act as escrow agent with regard to the amount already paid by the Buyer. In case any dispute arises between Seller and Buyer concerning the actual delivery of the Product, Allgreekwine shall continue to act as escrow agent until the moment such a dispute is finally settled.
3. Use and functioning of the Website
3.1 The access to (and use of) the Website are granted once the Users have correctly filled in the gaps related to the registration. All Users can freely choose password.
3.2 Allgreekwine may, from time to time, request Users to change their username and password and/or adopt all measures apt at ensuring the safety of the Website. Users, which are fully responsible towards Allgreekwine, other Users, and Third Parties for any actions performed through the Website, undertake to inform Allgreekwine of any unauthorized access to the Website and, more generally, of any event which can generate a risk to the safety of the Website within 3 days from the moment in which they get knowledge of such event. Every unauthorized access to the Website, to Allgreekwine’s servers and to Allgreekwine’s infrastructures shall be deemed to be done in violation of the present Agreement.
3.3 Allgreekwine assumes that the use of the Website by Users is actually made in case of Users which are physical persons, by the physical person who registered to the Website or, in case of Users which are juridical persons, by the legal representative (or by person appointed by the legal representative).
3.4 Users expressly accept that Allgreekwine may, whenever it deems appropriate to do so, act as a User of the Website. Buyers and Sellers expressly accept that Allgreekwine may be their counterparty in Transactions.
4. Users’ obligations
4.1 By means of this Agreement Users undertake to use the Website only and exclusively for the goals for which the Website exists and by respecting this Agreement. Users declare to: (i) have duly acknowledged and understood the content of this Agreement; (ii) comply with all obligations referred to in this Agreement; (iii) fully acknowledge the fact that the Website is a technological platform owned by Allgreekwine where only the activities indicated in the present Agreement take place; (iv) be adult and to have the right to enter into Transactions.
4.2 Users undertake to: i) use the Website and enter into Transactions complying with laws, morality, public policy and conditions set forth in the Website; ii) not furnish false information of whatsoever kind; iii) not use the Website only in order to get information regarding other Users or Allgreekwine; iv) not use the Website in order to issue invoices or other documents related to non existing operations, both in case Users act alone or jointly with other Users; v) not produce and/or insert in the Website information and/or documents which are or promote behaviours contrary to the law; not interfere with the use and the enjoinment of the Website by other Users, by means of behaviours or actions aimed at manipulating the trend of the Transactions; vii) not insert in the Website any material infected by viruses or any material which may interfere with the normal use and functioning of the Website or with the use and functioning of computers of Users and Third Parties; viii) not interfere with or disturb the network on which the Website operates; ix) not carry out actions which may overload the Website infrastructure; x) not reveal to Third Parties their username and password or use them for illegal goals; xi) use the Website suitably and not make use of it in order to reach illegal goals or to carry out illegal activities which may violate rights of Third Parties or run against the law on intellectual property or any other rule contained in the applicable law.
4.3 Users accept to relieve Allgreekwine and to indemnify Allgreekwine in case of legal suit or claim of whatsoever kind and dimension, by other Users and/or Third Parties regarding what stated in paragraph 4.2 of this Agreement.
4.4 Users undertake to comply with Allgreekwine requests and to supply all documents required in order to comply with what stated in paragraph 4.2 of the present Agreement. Users accept that any refusal to comply with what is stated in the present article gives Allgreekwine the right to immediately terminate the present Agreement without any judicial decisions and to exclude the relevant User from the use of the Website.
4.5 Users shall inform Allgreekwine of any violation or lack of security of the Website with regard to what stated in previous paragraph 4.2 of this Agreement.
4.6 Users undertake to inform Allgreekwine, within 7 days from their occurrence, of any variations of whatsoever kind with regard to their legal status. In case Allgreekwine will become aware of any of such variations which have not been communicated to Allgreekwine, Allgreekwine will have the right to immediately terminate this Agreement without any judicial decision and to exclude the relevant User from the use of the Website.
4.7 Users undertake to consider Allgreekwine liable only and exclusively for Allgreekwine obligations arising from this Agreement.
4.8 Sellers undertake to be fully responsible towards Buyers (and possibly towards Third Parties) for any defect or difference (with regard to the description) of the Product, being such defect visible or latent at the moment of the sale. Sellers undertake to keep Allgreekwine indemnified for any claim by whatsoever subject towards Allgreekwine with regard to the qualities, the defects and the differences (with regard to the description) of the Product.
4.9 Sellers, recognizing Allgreekwine’s non-involvement in Transactions, undertake to recoup their losses and to pretend any form of compensation directly from Buyers in case Buyers, after the completion of the Transaction, do not pay the purchase price and/or for whatsoever reason do not comply with its obligations. If, for whatsoever reason, Allgreekwine is declared liable for any default by the Buyer, the Buyer since now accepts that Allgreekwine may recoup its losses from the Buyer and that Allgreekwine may not suffer any prejudice due to actions or omissions which are not attributable to Allgreekwine.
4.10 Buyers expressly recognize that Allgreekwine is not involved in the sale and production of the Product. In particular, inter alia, Buyers undertake to not claim from Allgreekwine any kind of damage, indemnification or payment with regard to the quality, the defects and the difference (with regard to the description) of the Product, as well as in case the Seller, after the completion of the Transaction should not fulfil any of its obligations. With regard to such claims, the Buyer undertakes to directly claim against the Seller. In this regard, the Seller accepts Allgreekwine’s right – in presence of claims by the Buyers regarding the quality of the Product – to communicate to the Buyer all necessary information regarding the Seller, so that Buyers and Sellers may directly settle between themselves all disputes related to the quality, the defects and the differences (with regard to the description) of the Product, as well as any other claim which does not arise from Allgreekwine’s obligations under this Agreement. Similarly, in the opposite situation (i.e. unfulfilment of the Buyer) Allgreekwine is entitled to provide the Seller with all the relevant information regarding the Buyer.
4.11 Users undertake not to assign or sell their right of using the Website.
5. Allgreekwine’s obligations
5.1 Allgreekwine is liable towards Users of ensuring, for what directly imputable to Allgreekwine, the good functioning of the Website. Allgreekwine, in case it will know illegal or fraudulent behaviours put in force by Users, is responsible to protect Users from such behaviours, suspending and/or definitively excluding from Transactions Users who tried to generate damages or caused damages to one or more Users. In this regard, Users undertake to inform Allgreekwine of any fraudulent or illegal behaviour. If a User knows of illegal or fraudulent conducts and does not inform Allgreekwine of these conducts, such a User may not claim any damage to Allgreekwine related to such behaviour. Allgreekwine is entitled to signal to Greek or foreign Authorities the name of Users which put in force illegal actions. Allgreekwine, for what is imputable to it, undertakes to manage the Website in order to ensure the respect of security standards and of confidential information provided by Users, in compliance with privacy laws, unless differently set forth in this Agreement. In this regard, Allgreekwine may impose safety measures which Allgreekwine considers necessary, included (but not limited to) authentication, password, encrypted data, firewall installations (all these data will be periodically updated and managed in order to ensure a continuous development of log-in and log-out modules).
5.2 If acting as a User, Allgreekwine is subject to all liabilities regarding Users according to what is stated in this Agreement.
5.3 Allgreekwine is responsible to ascertain Users’ identity and their possibility to put in force Transactions according to and in the limits of what stated in previous paragraph 2.3. Users remain responsible for the truthfulness of data provided to Allgreekwine, towards Allgreekwine, other Users and Third Parties.
5.4 No variations of the Transaction fees Plan (if any) for each User shall be made by Allgreekwine during the Transaction fees Plan validity. 30 days prior to the expiry of the Transaction fees Plan of each User, such User shall be informed by Allgreekwine of variations (if any) of its Transaction fees Plan. Users have the right to withdraw from the present Agreement by not renewing their Transaction fees Plan. Such a right shall be exercised in written form at least 15 days prior to the expiry date of the relevant Transaction fees Plan, that will be otherwise considered tacitly renewed for a period equal to the previous period of validity of such Transaction fees Plan Plan.
6. Limitations of Allgreekwine’s liability
6.1 Allgreekwine’s obligation, unless in case it acts as a User, is limited to the management of the Website. Transactions carried out through the Website shall only involve Users, as expressly stated at previous paragraphs 4.7,4.8 and 4.9. Allgreekwine shall not have any responsibility with regard to: i) prices, quality, safety, compliance with descriptions and legality of Products object of Transactions; ii) the legal capacity of Users to sell or buy the Products object of Transactions, unless for the case of obligations that Allgreekwine expressly assumed under this Agreement; iii) the truthfulness of information provided by Users; iv) the fulfilment of Users’ obligations regarding the Transactions.
6.2 Users accept Allgreekwine’s role and recognize all responsibilities that this Agreement confer on Users, and Users relieve Allgreekwine form whatsoever request or claim of any kind. In particular, the relevant Users (liable in the concrete case) will fully reimburse Allgreekwine of any amount it has to pay due to any claim or request by another User or a Third Party towards Allgreekwine due to a Transaction.
6.3 Sellers expressly undertake to assume any kind of responsibility and obligations regarding the documentation and the invoices issued by them (such a responsibility shall also extend – but is not limited to – supporting invoices, bills of lading, customs documents, even if issued by Third Parties and given to Allgreekwine and/or to other Users during the course of Transactions). Such documentation is intended to be written by Users (or by Third Parties) and is not subject to Allgreekwine’s control. Allgreekwine’s liability is limited to ascertaining the legal capacity of users to enter into Transactions, as per paragraph 2.3 above.
6.4 Allgreekwine may, within 30 days prior notice, unilaterally amend this Agreement with regard to its terms and conditions, the safety standards, the protection and confidentiality of User’s data and, if any, the Transaction fees Plan. Allgreekwine may, within 30 days prior notice, unilaterally amend this Agreement even in case an amendment is required by the applicable law. The prior notice by Allgreekwine shall be given to Users both through a communication on the Website and with an ad hoc email sent to Users.
6.5 Users accept to indemnify and reimburse Allgreekwine for whatsoever request or claim made by Third Parties and caused by the use that Users make of the Website and of Allgreekwine’s software, such use being not in compliance with the present Agreement, or for any violation put in force by using the data to access the Website both by Users and by Third Parties.
6.6 Users acknowledge Allgreekwine’s non involvement with regard to possible sources of liability toward Third Parties arising from obligations that are different from the ones expressly mentioned in this Agreement.
6.7 If, for any of the reasons mentioned in this Agreement (both related to a source of liability of a User and to the physiological termination of this Agreement) this Agreement will cease to be effective for a User, such a termination shall have ex nunc effects and shall not relieve Users from whatsoever form of liability or claim in which such User incurred prior to such termination, when the Agreement was in force.
6.8 Access to the Website by Users does not involve Allgreekwine’s obligation to control the existence of viruses, worms or whatsoever form of dangerous informatics instrument. It is the User’s obligation to make recourse to adequate instruments in order to ascertain and remove any dangerous informatics instrument. With regard to these forms of liability, the relevant User will be liable towards other Users, Allgreekwine and Third Parties.
7. Functioning of the system
Allgreekwine has the right to establish conditions for use of the Website and to limit the consumption of memory or archiving space for any User of the Website. If Users are anyway informed of such limits by Allgreekwine, Allgreekwine is not liable for whatsoever reason for the lack of saving of data, of any kind, that Users filed in the Website and that exceed the above limits.
8. Transaction fees Plan
8.1 Users authorize Allgreekwine to charge fees for any Transaction requested in connection with their account. Allgreekwine will collect the Total Fees in the manner agreed between Users and the Website. Allgreekwine will generally collect the Total Fees after the User completes Transaction. Any additional fees for using offered payment options will be displayed via the Website and included in the Total Fees, and you agree to pay such fees by selecting the payment option. Additional terms and conditions may apply for the use of an alternative payment option. If Allgreekwine is unable to collect the Total Fees as scheduled, Allgreekwine will collect the Total Fees at a later point. Once the payment transaction for the requested Transaction is successfully completed, User will receive a confirmation email.
Every information related to this Agreement shall be given in written form via email, at Allgreekwine’s email address email@example.com and at Users’ email address communicated to Allgreekwine when the relevant User registered to the Website. Communications may also be sent via registered mail to Allgreekwine’s registered office and, with regard to Users, at the relevant User’s registered office communicated when the User registered to the Website. Allgreekwine may also give communications to Users through the Website; Users recognize that such communications through the Website are fully equalized to the other means of communication described in the present paragraph.
10. Jurisdiction and applicable law
Any dispute arising from or related to the present Agreement shall be brought before the Court of Athens – Greece – and will be subject to Greek law.
11.1 Allgreekwine undertakes – in relation to its obligations under this Agreement and within the limits of due diligence – to maintain confidential and to not reveal to Third Parties the nature and amount of Transactions.
11.2 Allgreekwine undertakes to respect all necessary security measures concerning Users data. Allgreekwine undertakes – unless differently set forth in the present Agreement – to request authorization to the relevant User prior to reveal any confidential information regarding him, unless, alternatively: i) such information is of public domain; ii) such information shall, in accordance with the law, be revealed to people authorized to know them; iii) such information shall be necessarily provided due to the rules regarding the security of Transactions; iv) such information is requested by public authorities; or v) such information is already known by the party which receive the information.
12. Invalidity or non-effectiveness of clauses
In case one of the clauses of the present Agreement is declared invalid or ineffective in the whole or in part, such invalidity or non-effectiveness will regard only such a clause or part of clause which is declared invalid or non-effective. This Agreement will remain in full force for the remaining part.
In case of conflict between the Greek and the English versions of this Agreement, the English version shall prevail.