TERMS & CONDITIONS

GENERAL TERMS & CONDITIONS

Buyers and Sellers

The B2B TRADEprivé platform (hereinafter TP) is accessible at www.tradeprive.com, or at any other address that may replace it. The platform is owned by MIA di Maria Grazia Manca (hereinafter MIA) with registered office in Italy, in Cagliari (09127) at San Domenico 65– Registered with the Cagliari Chamber of Commerce under number CA - 369588 and VAT number 041788709211.

These TERMS OF USE (hereinafter the "Terms") set out the terms and conditions under which Users and M can access and use the Platform and the Service. The Terms apply to any User of the Platform, whether or not they are an M.

1 DEFINITIONS

"Member" (hereinafter M): means any User who has registered on the Platform and whose registration has been approved by TP.

"Party": means, individually or collectively, TP and/or the User and/or the M and/or the S

"Seller" or "Brand" (hereinafter referred to as S): means an M who presents and sells Products through the Platform, even when such M acts for and/or on behalf of another M.

"Buyer" (hereinafter referred to as B): refers to an eligible M who purchases Products through the Platform.

"Complaint": may be opened by B upon delivery of their order, if they find discrepancies between the order and the delivery. B has 7 working days from the actual date of delivery to open a complaint with TP (email to support@tradeprive.com ).

"Service": refers to all TP online services, which are owned by TP and made available to an M through the Platform, as described in more detail in the Terms.

2 DESCRIPTION OF SERVICES

2.1 The purpose of the Platform is to connect Sellers with Buyers for the sale or purchase of Products posted on the Platform. Only registered Sellers and Buyers may use the Platform to buy or sell. TP (i) is neither a seller, nor a reseller, nor the owner of the Products that are distributed through the Platform; (ii) never takes possession of the Products that are offered for sale; (iii) does not hold the Products in stock; and (iv) does not hold the Products as a custodian or trustee of any kind. Therefore, TP cannot be held liable for any actions or omissions committed by the S (or Brand) or B on its Platform.

2.2 The Platform is intended to provide services exclusively to Users and professional M, whether S or B, excluding consumers and non-professionals. If you are a non-professional, you may contact the platform to agree on other methods of sale.

2.2 The Platform and the Service have no fixed costs for S/B but only a commission calculated on the amount of the order issued. This commission is equal to a percentage calculated on the value of the order (net of VAT and logistics costs). In the event of a Complaint, the fee will still be collected by TP, which undertakes to resolve the Complaint and unblock the order. The amount of the commission is indicated in the Sales Guide (HOW to SELL) and Purchasing Guide (HOW to BUY) sent to S and B at the time of registration or upon specific request.

3 TERMS OF ACCEPTANCE AND AMENDMENTS TO THE TERMS OF USE

3.1 These Terms are supplemented and completed by the Sales and Purchase Guide and the Service Operation Agreement signed between the parties. These Terms may be replaced by customized agreements between TP and the parties.

3.2 By registering on the Platform and using the Service, the User expressly agrees, without restriction, to be legally bound by all the provisions of the Terms.

3.3 TP reserves the right to modify these Terms at any time and to notify registered users thereof. Users are advised to consult these Terms regularly. Unless otherwise expressly stated in these Terms of Use, changes to these Terms of Use shall take effect seven (7) calendar days after their publication online.

4 ACCESS TO THE PLATFORM AND THE SERVICE

4.1 Access to the Platform is available to any User, whether or not they are a registered User. However, access to the Service and use of all its features requires prior registration of the User as an M. TP reserves the right to accept or refuse an M's registration application, in accordance with the terms specified on the Platform and/or at the time of registration.

4.2 TP reserves the right, at any time and at its sole discretion, to suspend or interrupt access to the Platform and/or the Service, in whole or in part, in particular for maintenance reasons, operational requirements, internal choices, or in the event of an emergency.

4.3 TP reserves the right to update the features and Service available on the Platform at any time and at its sole discretion, with subsequent notification to Members by email.

4.5 An M who wishes to delete their account may do so directly through the Platform or by sending a deletion request by email to TP at support@tradeprive.com. The deletion of the M's account shall result in the immediate termination, by operation of law, of these Terms, which termination shall take effect in accordance with these Terms.

4.6 TP, which is a mere intermediary, does not control the information provided by Members published on the Platform. TP makes no warranties, and the Platform and Service are provided "as is" and "as available." Furthermore, TP does not guarantee that access to the Service or Platform will be uninterrupted or error-free.

5 REGISTRATION TERMS

5.1 In order to access all the features of the Platform and the Service and to order Products, the User must first register on the Platform as an M and provide all the information and documents requested, so that they can access all the features of the Platform and the Service. Otherwise, TP reserves the right not to validate the registration.

5.2 The M undertakes not to provide information that infringes the rights of third parties. Furthermore, the M undertakes not to register as a login/alias, all or part of a URL, address, or other domain name that points to an external website. TP reserves the right, particularly in the event of a dispute between Members, to ask the M who has not complied with the terms of this article to modify the information provided and to do so within the time period indicated by TP.

5.3 Furthermore, the Member undertakes to provide accurate, truthful, comprehensive, and up-to-date information at the time of registration and also undertakes to rectify this information subsequently if it becomes obsolete or out of date. If the Member fails to comply with this obligation, TP reserves the right to suspend and/or close the Member's account and deny access to the Service to that Member. Each Member is solely responsible for the consequences that may arise from providing false, invalid, or incorrect information to TP and/or other Members.

5.4 Each M undertakes to create and use only one account, unless expressly approved by TP. As soon as an M registers or for any subsequent connection, an M can access their account by entering their login and password. An M's login and password are strictly personal. The M undertakes to choose a strong password and to keep this password confidential.

5.5 The use of an M's login, associated with the M's password, will constitute prima facie evidence that access to and use of the Service is being made by that M or under the control of that M. In the event that an M becomes aware that a third party has access to their account, the M undertakes to immediately change their password and promptly notify TP by email at support@tradeprive.com.

5.6 M has a duty to act in good faith and with respect towards TP and other Members.

5.7 The terms and conditions applicable to the sale of the Products are those defined by S and communicated to the retailer by TP, through the platform or by email.

5.8 S undertakes to comply with the laws applicable to the collection and processing of personal data disclosed by B during the sales process.

5.9 All orders placed by B are independent of each other. The unavailability of one or more Products ordered by one or more S through the Platform does not constitute grounds for canceling all Products ordered, as B is bound by the order placed for the other Products that are available.

5.10 In particular, if TP becomes aware of any act or behavior by an M outside the Platform (i) that aims to persuade or attempt to persuade all or part of the S to leave the Platform, or that aims to encourage all or part of the S not to purchase through the Platform or to stop purchasing through the Platform; (ii) that is potentially unfair, harmful, anti-commercial, disparaging, defamatory, injurious, or damaging to TP, the Platform, any M, and/or third parties, or (iii) that violates the laws and regulations applicable to TP in any other way, TP reserves the right to terminate these Terms with immediate effect upon notice.

6 PROHIBITED USES OF THE PLATFORM AND THE SERVICE

6.1 The M undertakes not to use the Platform and/or the Service for purposes other than those of trade between S and B:

persuade or attempt to persuade all or part of the Users to leave the Platform, or encourage all or part of the Users not to buy or sell on the Platform or to stop buying on the Platform;
circumvent, divert, and/or interfere unfairly (or attempt to circumvent, divert, and/or interfere) with a paid service on the Platform;
publish or disseminate content that is shocking, inappropriate, obscene, threatening, abusive, violent, rude, racist, insulting, defamatory, slanderous, disparaging, misleading, discriminatory, harassing, embarrassing, pornographic, or child pornographic content, content that justifies crimes against humanity, content that is likely to incite racial, religious, or ethnic hatred, violence, or terrorism, content that is likely to undermine human dignity or that of another person, illegal content, or content that violates applicable laws;
publish or disseminate content in violation of the intellectual property rights of third parties;
publish or disseminate content that could be described as misappropriation, fraud, embezzlement, or any other criminal offense;
obtain or attempt to obtain the transfer of sums of money in exchange for no delivery of a Product that complies with the terms of these
send computer viruses, worms, Trojan horses, logic bombs, or any other malicious programs, files, or any other form of malware intended to damage, interrupt, suspend, destroy, and/or limit the functionality of any IT or telecommunications equipment;
carry out commercial or advertising activities of any kind (in particular, sending unsolicited promotional messages, contests, lotteries, exchanges), or solicit payments or donations online;
damage any computer system or illegally intercept any data or personal information, or violate the security of systems and networks;
access, use, or attempt to use another M's account, login, and/or password, or in any way pretend to be another M;
attempt to access all or part of the Service without authorization;
impersonate another person, an M, or an employee or representative of TP, imply that your statements and comments are made or approved by TP, and/or use the Service to send or disseminate any content that may be harmful or critical of TP in any way;
do any of the following when accessing and using the Service: request or otherwise attempt to collect, obtain, or store personal data, passwords, account information, or any other type of information relating to other Members
conceal or disguise the origin of communications;
use data mining tools, bots, or any other similar tools to collect and extract data relating to the Platform;
restrict, suspend, or prevent any person from using or accessing the Platform and/or the Service, or interrupt their access to the Platform and/or the Service, including, but not limited to, acting in any way to interrupt real-time discussions between Members;
hinder the operation of the Platform and/or the Service, servers, or network connections to the Platform and/or the Service;
take any action that could result in TP's liability, or the loss of the benefit of all or part of the services of TP's partners and service providers, in particular its Internet service providers, payment service providers, financial partners, and/or storage partners;
do anything that could damage the image and/or reputation of TP or the Platform and/or constitute acts of unfair competition or free riding against TP, any other M and/or third parties;
violate the requirements, procedures, policies, or regulations relating to networks that are connected to the Platform and/or the Service.

6.2 In general, the M undertakes to refrain from any act or action that could violate the rights of third parties, applicable laws and regulations, and/or any contractual provision binding on the M in any other way.

6.3 TP may block the use of the platform if it is proven that:

the products for sale do not comply with the rules governing ethical production and do not comply with the rules for sale in the European Community and other non-EEC countries.
the sales channels do not comply with the limits and regulations imposed by current legislation on online sales.
subcontractors are used during the production or sales process that do not comply with the code of ethical trade

6.4 If, following a notice received from an M or by act of TP, TP finds that Products that violate these Terms are being offered for sale, TP reserves the right to: remove these Products from the Platform; block or suspend the Distributor's account; terminate these Terms with immediate effect, such termination resulting in the closure and deletion of the M's account; and/or disclose all necessary information about any offer to sell and/or any purchase of these Products on the Platform, including Members' personal information, if applicable, to the competent authorities and/or cooperate with the competent authorities upon request.

7 EFFECTIVE DATE OF THE TERMS OF USE

7.1 With respect to the User, these Terms shall come into force upon the User's first access to the Platform and shall remain valid for the entire duration of the User's navigation through the Platform.

7.2 Except as provided above, these Terms shall come into force for an indefinite period with respect to any M, starting from the registration of the M.

8 DATA COLLECTION AND PROCESSING

8.1 TP, in its capacity as data controller, collects and processes personal data relating to Users and Members in order to manage its relationship with these Users and Members.

8.2 The methods of collection and processing of Users' and Members' personal data are detailed in TP's privacy policy, available on the Platform and incorporated into these Terms of Use. Any questions regarding the management of personal data may be addressed directly to TP at: privacy@tradeprivé.com.

9 PROCESSING OF PERSONAL DATA BY THIRD PARTIES

9.1 The Parties acknowledge and agree that TP processes third-party data as a data processor, in accordance with its instructions and under its sole responsibility. TP's data processing agreement governs the processing of such third-party data by TP. This data processing agreement is incorporated by reference into these Terms of Use and forms an integral part thereof. For the avoidance of doubt, if the parties whose third-party data is processed by TP become Members of the Platform, their personal data will then be processed by TP as a data processor, in accordance with Article 11 of the Terms of Use.

9.2 The parties, as data controllers, warrant to TP that they have complied and will comply with all their obligations relating to the collection and processing of third-party data in accordance with data protection legislation. The parties shall indemnify TP for all consequences of the parties' failure to comply with their obligations under this section. The parties shall pay directly to TP all sums, including any administrative penalties, judgments, legal costs, attorneys' fees, and other sums that may be due in connection with such obligations.

10. DISTRIBUTOR OBLIGATIONS

10.1 TP draws S's attention to the absolute necessity of ensuring that this Product, when sold, strictly complies with all applicable laws, regulations, and other requirements, from the production or manufacture of this Product to the delivery of this Product to the B.

10.2. If, following B notification received from a Member or by TP itself, TP finds that Products are being offered for sale that violate these Terms, TP reserves the right to:

· remove these Products from the Platform;

· block or suspend S's account;

· terminate these Terms with immediate effect, such termination resulting in the closure and deletion of the Member's account; and/or

· disclose all necessary information about any offer to sell and/or any purchase of these Products on the Platform, including Members' personal information, if applicable, to the competent authorities and/or cooperate with the competent authorities upon request.

· B undertakes to comply with all applicable laws and regulations relating to the acquisition and purchase for resale of goods, whatever their nature.

10.3 S guarantees that it has all the necessary rights to sell any Product that S offers for sale on the Platform, and S shall indemnify TP for any claim relating to the Content of an offer to sell a Product and/or the performance of the sale, unless otherwise agreed between the parties.

10.4 S undertakes to offer its services and make purchases for resale on the Platform in its own name. Therefore, S undertakes not to subcontract purchase transactions for resale, in whole or in part, to third parties.

10.5 In the event of a dispute between the parties due to Content published by one of them (for example, in the event that a Distributor claims infringement or unfair competition), TP will intervene in the resolution of the dispute to attempt to reconcile the parties. If this is not possible, it will refer the matter to the competent authorities for resolution. The amounts will remain blocked on the TP account until the final outcome of the dispute, excluding the commission, which will be collected by TP even in the event of a complaint.

10.6 TP reserves the right, without compensation, to modify the commission defined and communicated in the documents: Sales Guide, Purchasing Guide, Operating Instructions, and Commissions. In case of disagreement, the Member may decide to leave the platform.

11 COMPLAINTS

11.1 Without prejudice to the other provisions of these Terms of Use, any complaints will be handled directly by TP at the outset, which will attempt to reach an agreement between the parties. If the complaint cannot be resolved and closed, TP may refer the matter to legal advisors who are experts in the field. The cost of legal advice will be charged in accordance with the relevant legislation.

11.2 Both B and S undertake to act with due care and diligence to resolve and unblock any complaints and, where applicable, in accordance with the requirements mentioned on the Platform.

11.3 Until the Complaint is closed, the amount paid by B and collected by TP will be blocked by TP until resolution.

12 OWNERSHIP OF THE PLATFORM - RIGHT OF USE

12.1 The intellectual property rights to the Platform and the Service, including the respective content, text, illustrations, photographs, and images, as well as any other visual and audio elements, including the underlying technology used (the "Elements"), are the exclusive property of TP and/or third parties who are contractually bound to TP. The Platform, the Service, and the Elements contain trade secrets and proprietary confidential information.

12.2 Notwithstanding the foregoing, any Content provided by an M is and remains the property of that M, subject to the license granted by each M to TP and Users in accordance with the Terms of Use.

12.3 The User is authorized to access and use the Platform and/or the Service only for professional reasons (based on their M or non-M profile) and for their own internal needs (unless the Terms of Use provide otherwise). The M is responsible for any use made by any person using the M's login and password to access the Platform. To the extent permitted by applicable law, any use other than that expressly authorized herein is expressly reserved to TP and/or its licensors and partners.

12.4 Hyperlinks to the Platform using techniques such as framing or inline linking are strictly prohibited.

12.5 The Parties acknowledge that disclosure by TP of records on TP's servers relating to the use of the Platform, including in particular Members' personal access codes, connection logs, and any documents and emails exchanged via the Platform or in the context of these Terms and stored on TP's servers, shall be considered evidence between the Parties.

13 LICENSE ON CONTENT

13.1 Each M undertakes to publish Content on the Platform in accordance with these Terms of Use and any legal and/or regulatory provisions in force.

13.2 By publishing Content through the Platform, the M grants to:

TP a free, non-exclusive, assignable, transferable, sublicensable, worldwide license, for the entire duration of these Terms of Use, to use, reproduce, represent, display, format, publish, and distribute the Content in the context of making the Platform and the Service available to users, and to perform any other act or activity in relation to such display, reproduction, representation, formatting, use, publication, and/or distribution that is necessary or useful in the context of providing the Platform and the Service, on any other or (in particular on any tangible or digital medium, in any press release, or in any other form, including but not limited to the use of the Content in the context of advertising, marketing, or other promotional activities. formatting, use, publication, and/or distribution that is necessary or useful in the context of providing the Platform and the Service, on any other medium (in particular, any tangible or digital medium, in any press or financial release or publication, presentation material, promotional and/or advertising material, website), by any means, without restriction on the number of copies, for internal, archival, advertising, promotional, marketing, communication, public relations purposes and for the purposes of implementing any partnership or sponsorship with TP's partners. The M acknowledges that no use of its Content by TP prior to the M's cancellation, deletion, or closure of the M's account or termination of these Terms of Use may be contested by the M;
TP, a free, non-exclusive, assignable, transferable, sublicensable, worldwide license, for the entire duration of the intellectual property rights, to use, reproduce, and display the Content for the purpose of aggregating, compiling, anonymize and/or use them in any other form or format that does not allow them to be attributed or associated with the M, for statistical, research, analysis, and improvement purposes of the Platform and/or Service;
any User, directly, a free, non-exclusive, personal, non-transferable, non-sublicensable, worldwide license, for the entire duration of M's membership, to reproduce and represent the Content through the Service, for personal and/or professional purposes (depending on whether the User is an M or not).

13.3 M acknowledges that its Content may be viewed on the Platform by any User who can access the Products.

13.4 M warrants that it is the exclusive owner, for the duration of the rights granted to TP and Users, and worldwide, of all rights necessary to exploit its Content as provided for in these Terms of Use, or that it possesses the rights required to grant the license described herein.

13.5 To this end, M shall indemnify TP, upon first request, for any claim or action that may be brought or pursued, for any reason, in connection with the exercise of the rights granted herein to TP and/or Users, by any person who considers that they have rights to assert in whole or in part in the Content published by M and/or in its use by TP and/or Users. The M agrees to indemnify TP in the event that a third party files a claim or takes action against TP in this regard, and to bear all consequences, including financial consequences, that may arise therefrom.

13.6 M is and remains solely responsible for the Content it publishes or disseminates through the Platform and for its compliance with applicable laws and regulations. TP shall in no way be held liable for such Content. To this end, M is informed that its Content is not verified or controlled by TP prior to its publication online. TP's role is limited to hosting this Content via the Platform and the Service.

13.7 TP reserves the right, without notice or compensation, to modify or delete any Content that violates any provision of these Terms of Use, to close or delete the Member's account, and to terminate these Terms of Use with immediate effect.

14 PROVEN FRAUD

In the event of proven fraud (fraudulent copying, handling of stolen property, illegal importation, etc.), or upon request, TP reserves the right to disclose all necessary information, including personal information, to the competent authorities responsible for punishing such fraud and crimes, regardless of any other recourse.

15 TERMINATION

15.1 The right of access to the Platform, the Service, and all rights and obligations arising from these Terms of Use may be terminated at any time by the M or TP, without specific reason, by email. Any termination in accordance with the provisions of the Terms of Use shall only be effective on the date of full payment of all sums owed by the M in accordance with these provisions.

15.2 Without prejudice to any other remedy, TP reserves the right to terminate the right of access to the Platform, the Service, and all rights in the following cases: if TP is unable to verify or authenticate the information provided by the M and the M does not comply with TP's verification and/or authentication requests; if the actions of the Member are likely to result in liability for TP, the Member, any other User, or any partner of TP; if the behavior of the Member violates the service level agreement relating to the Platform, is potentially harmful, prejudicial, and/or unfair to the Platform, TP, and/or any Member;

15.3 Without prejudice to the provisions except as already provided, if a Party breaches any of its obligations under the Terms of Use, the other Party may immediately and by operation of law terminate the right of access to the Platform, the Service, and all rights and obligations arising from these Terms of Use, following a formal notice to remedy the relevant breach that has remained unsuccessful for one (1) month.

15.4 In the event of termination pursuant to the provisions of this article, the M's account will be automatically closed, the M's access to the Platform will be disabled, and the M will no longer have access to the Service, all effective as of the effective date of termination as provided in this article 14. s a result, the S's Products will no longer be accessible on the Platform and the S's account will be disabled and removed from the Platform's search results, all effective as of the effective date of termination. Finally, any amounts owed by the M will become immediately due and payable. Termination will have no effect on any orders for Products that are in progress, such orders remaining subject to the provisions of these Terms of Use.

15.5 In the event of termination for any reason, the Parties expressly agree that any provision, by its nature, intended to survive the termination of these Terms of Use, regardless of the reason for such termination, shall remain in effect for the duration applicable to such provisions.

16 LIABILITY

16.1 The Parties shall be liable for any harmful consequences that may arise from the performance or non-performance of their obligations under this agreement. Each Party expressly agrees that it may only be held liable for direct damages resulting from its failure to perform these Terms that are attributable to it.

16.2 TP has only a "best efforts" obligation (obligation of means) with respect to the provision of the Platform and the Service. Furthermore, TP, as host of the Content made available online by Members, accepts no responsibility for the Content posted by Members through the Platform, as TP does not carry out any prior review of such Content.

16.3 Unless proven fault can be attributed to TP, TP shall not be liable for any damages potentially suffered by a User as a result of the use, or inability to use, all or part of the Platform. TP shall also not be liable for any consequences that may be caused by the Internet or the User's information system, such as a possible malfunction, failure, or interruption of access to the electronic communications network, including the Internet.

16.4 Finally, TP shall not be liable in the event that the non-performance or delayed performance of any of its obligations is attributable to an event or circumstance that is beyond TP's control, and which could not have been reasonably foreseen at the time these Terms were accepted, and the effects of which could not have been avoided by using appropriate measures ("force majeure").

16.5 In any event, except as provided by applicable law, TP's liability to B for breach of any of its obligations under this agreement, for all causes and in all circumstances, shall not exceed the total amount, including taxes, of the sums actually paid by M in relation to the Products ordered that are the subject of the complaint.

16.6 TP shall in no event be liable for any indirect damages suffered by the User, nor for any loss of profit, loss of revenue, loss of anticipated savings, loss of customers, damage to reputation, or loss of data.

16.7 TP does not provide any warranty to S regarding the Products, their conformity, their availability, or their suitability for S's needs. S is solely responsible for the Products, their availability, their conformity, or their suitability for S's needs, as well as for the Content, information about the Products, and any warranties provided, if applicable.

16.8 TP shall not be liable in any way for the performance of sales contracts entered into between the S and the B through the Platform, as long as TP's liability for non-performance or poor performance of the sales contract is not proven. Consequently, the User shall not hold TP liable for, nor shall it make any claim against, take any legal action against, or bring any legal proceedings against TP in relation to any non-compliance of a Product with the order or applicable regulations, non-compliance with economic regulations, the use of the Products, or the performance of the sales contract between the User and the Reseller.

16.9 Each User is invited to notify TP in the event of a breach of these Terms, in particular if this User notices that Products that do not comply with the terms of these Terms are offered for sale. The User is invited to notify TP via our contact form.

17 ASSIGNMENT AND GENERAL PROVISIONS

17.1 Neither Party may transfer, assign, or otherwise dispose of, in whole or in part, its rights or obligations or the Terms, with or without consideration, except with the prior written consent of the other Party.

17.2 Notwithstanding the foregoing, TP may freely transfer, assign, or otherwise dispose of all or part of its rights or obligations or the Terms as part of a restructuring (including any merger, absorption, transfer, or contribution of all or part of its assets, or direct or indirect change of control).

17.3 Unless expressly provided otherwise, these Terms shall not be construed as making one Party the attorney, agent, or representative of the other Party, nor as constituting a memorandum and articles of association. The Parties' intention to form a partnership and any joint liability to third parties or between the Parties are expressly excluded. Therefore, each Party undertakes not to do anything that could mislead a third party in this regard and not to make any commitment or provide any guarantee on behalf of the other Party, unless expressly provided for in this contract.

17.4 In the event of any difficulty in interpreting any of the headings given to the articles of these Terms and any of the provisions of these Terms, the headings shall be deemed non-existent.

17.5 For the performance of all terms of this agreement and for any consequences of this agreement, the Parties choose their respective registered addresses as their domicile. Any change of address chosen by a Party for the above purposes shall be binding on the other Party only if such change of address has been notified to that other Party by email or via the Platform (if the option is available).

17.6 In the event that any provision of these Terms is held to be void, invalid, or unenforceable by any court in a final decision, such provision shall be deleted without affecting the validity of the Terms as a whole. The other provisions of the Terms shall remain unaffected and shall continue to apply.

17.7 No tolerance, waiver, or omission, regardless of the duration and number thereof, in claiming/invoking the existence or total or partial breach of any provision of these Terms shall constitute an amendment, cancellation of such provision, or a waiver of invoking a previous, simultaneous, or subsequent breach of the same provision or other provisions. Such waiver shall have no effect unless expressed in a written document signed by the person duly authorized for that purpose.

17.8 TP, on the one hand, and the M, on the other, are independent parties, each acting in its own name and on its own behalf. Unless expressly provided otherwise, these Terms do not create any relationship of obedience, mandate, partnership, joint venture, employer/employee, principal/attorney, or franchisor/franchisee between TP and each M.

17.9 These Terms of Use are written in English. In the event that these Terms of Use are translated into one or more other languages, the English version shall prevail.

18 RELATED DOCUMENTS

18.1 These Terms are supplemented by the following documents drawn up by TP and sent to the parties (M) upon request via the platform or by email. These documents are confidential as they detail how the platform works and the economic conditions of use of the platform:

- Sales Guide (HOW TO SELL): marketing document summarizing how the platform works, the economic conditions, and other information to support S in publishing and selling products on the platform owned by TP.

- Purchasing Guide (HOW TO BUY): marketing document summarizing how the platform works, the economic conditions, and other information supporting B in purchasing the products published on the platform owned by TP

- Operating Instructions and Fees: document summarizing how the service works and the fees applied to the services used by B and S

19 APPLICABLE LAW - JURISDICTION

19.1 These Terms of Use shall be governed by and construed in accordance with the laws of Italy, without giving effect to its choice of law rules.

EXCEPT AS PROVIDED BY LAW, ANY DISPUTE RELATING TO THE VALIDITY, INTERPRETATION, EXECUTION, OR TOTAL OR PARTIAL TERMINATION OF THE COMMERCIAL RELATIONSHIP SHALL BE SUBMITTED TO THE COURT OF CAGLIARI, WHICH SHALL HAVE EXCLUSIVE JURISDICTION.

February 2026