TERMS & CONDITIONS RETAILERS
The Tradeprive B2B platform (hereinafter TP) is accessible at www.tradeprive.com, or at any other address that may replace this one. The platform is owned by Placecorner Store srl (hereinafter PS) with registered office in Italy, in Cagliari (09128) at Via Bellini 9 – Registered with the Cagliari Chamber of Commerce under number CA-302163 and VAT number 09854150921.
These TERMS OF USE (hereinafter the “Terms”) set out the terms and conditions under which Users and Members may access and use the Platform and the Service. The Terms apply to any User of the Platform, whether or not they are a Member.
1 DEFINITIONS
1.1 Unless otherwise specified in these Terms, the following capitalized terms shall have the meanings set forth below:
“Content” means any content provided by a Member on the Platform, including, but not limited to, any product, data, information, text, listed item, description, name, alias, mark, photograph, image, sound, video, logo, and any other element provided by the Member on the Platform, including at the time of registration, in an advertisement, email, or in a Distributor's sales area/account.
“Distributor” or “Brand”: means a Member who presents, offers, distributes, or sells Products through the Platform, including when such Member acts for and/or on behalf of another Member.
‘Reseller’ or “Buyer”: means an eligible Member who is willing to purchase or who purchases Products through the Platform.
“Complaint Period”: is generally 5 business days from the actual date of delivery of the Products, within which the Reseller may dispute the conformity of the delivery with the order. For the avoidance of doubt, in the absence of any dispute regarding the conformity of the order within this period, the order will be deemed to be in conformity.
“Confirmation Date”: means the date on which the Reseller confirms the conformity of the order by email to support@tradeprive.com in accordance with the Complaint Deadline.
“Invoice”: means the invoice issued by TP and payable by the Reseller for the Products that have been ordered by the Reseller through the Platform, received and confirmed in accordance with the Terms.
“Member”: 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 Member and/or the Reseller.
“Product”: means any product that a Distributor presents or offers for sale through the Platform.
“Service” means all online services of TP, which are owned by TP and made available to a Member through the Platform, as described in more detail in the Terms.
“User” means any professional who accesses the Platform, regardless of whether or not such professional is a Member.
2 DESCRIPTION OF SERVICES
2.1 The purpose of the Platform is to connect Distributors with Resellers for the purchase of Products by eligible Resellers who are willing to purchase such Products through the Platform.
2.2 The Platform is intended to provide services exclusively to Users and professional Members, whether Distributors or Resellers, excluding consumers and non-professionals. In these Terms, “professional” means any natural or legal person, public or private, who or which acts for purposes relating to their trade, business, craft, or profession, including when such person acts on behalf of or in connection with another professional. If you are not a professional, whether you are a Distributor or a Reseller, you agree to immediately stop visiting the Platform and, if applicable, not to register on the Platform.
2.3 The sale of Products takes place only between Retailers and Distributors (or Brands), and such Retailers and Distributors decide independently, at their discretion, whether to enter into contracts through the Platform. TP: (i) is neither a seller nor a reseller nor the owner of the Products distributed through the Platform; (ii) never takes possession of the Products 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 Distributor (or Brand) or the Reseller on its Platform.
2.4 The Platform and the Service are free for Resellers, who will not make any fixed payments to TP unless they select the Annual Subscription offer, which provides discounts on logistics.
3 TERMS OF ACCEPTANCE AND CHANGES TO THE TERMS OF USE
3.1 These Terms, which prevail over any other document, govern the relationship between TP and each User. The documents referred to in the Terms are incorporated into this document, unless expressly stated otherwise.
3.2 By visiting or accessing the Platform and using the Service, the User or Member expressly agrees, without restriction, to be legally bound by all the provisions of the Terms. If the User or Member does not agree to these Terms, such User or Member agrees to immediately discontinue visiting the Platform and, if applicable, not to register on the Platform.
3.3 TP reserves the right to modify these Terms at any time, and it is therefore the responsibility of Users to consult these Terms regularly. Changes to these Terms will take effect one (1) day after their publication online.
4 ACCESS TO THE PLATFORM AND THE SERVICE
4.1 Access to the Platform is available to any User, whether registered or not. However, access to the Service and use of all its features require prior registration of the User as a Member. TP reserves the right to accept or refuse a Member's registration application in accordance with the terms specified on the Platform and/or at the time of registration. The registration of a legal entity as a Member may only be carried out by an individual authorized to represent that legal entity.
4.2 TP reserves the right, at any time and at its sole discretion, to suspend or terminate 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.
4.4 TP reserves the right, at any time and at its sole discretion, to delete or modify any Content, including, but not limited to, for technical, commercial or practical reasons. It is understood that such actions shall in no case give rise to any liability on the part of TP, nor shall they give rise to the payment of compensation or damages to a Member or User.
4.5 A Member 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 a Member's account shall result in the immediate termination, by operation of law, of these Terms, and such termination shall be effective in accordance with these Terms.
4.6 TP, which is merely an intermediary, does not control the information provided by Members and published on the Platform. TP makes no warranty of any kind, and the Platform and the Service are provided “as is” and “as available.” Furthermore, TP does not warrant that access to the Service or the Platform will be uninterrupted or error-free.
5 TERMS OF REGISTRATION WITH THE SERVICE
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 a Member and provide all the information and documents requested, so that they can access all the features of the Platform and the Service. Failure to do so will result in TP reserving the right not to validate the registration.
5.2 The Member undertakes not to provide any information that infringes the rights of third parties. Furthermore, the Member 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, in particular in the event of a dispute between Members, to ask the Member who has not complied with the terms of this article to modify the information provided and to do so within the period of time indicated by TP.
5.3 Furthermore, the Member undertakes to provide accurate, sincere, comprehensive, and up-to-date information at the time of registration and also undertakes to rectify this information subsequently if the information 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 Member undertakes to create and use only one account, unless expressly approved by TP. As soon as a Member registers or for any subsequent connection, a Member can access their account by entering their login and password. A Member's login and password are strictly personal. The Member undertakes to choose a strong password and to keep this password confidential.
5.5 The use of a Member's login, in conjunction with the Member's password, shall constitute prima facie evidence that access to and use of the Service is by that Member or under the control of that Member. If a Member becomes aware that a third party has access to their account, the Member undertakes to immediately change their password and notify TP promptly via our contact form.
5.6 The Member has a duty to act in good faith and with respect towards TP and other Members.
6 TERMS AND CONDITIONS APPLICABLE TO THE SALE OF PRODUCTS BETWEEN DISTRIBUTORS AND RESELLERS
6.1 The terms and conditions applicable to the sale of Products are those defined by the Distributor, which the Reseller is invited to read before confirming their order.
6.2 Upon receipt of an order placed by the Reseller through the Platform, TP will send it to the Distributor for acceptance. The Distributor may accept, modify, or reject the order. The Distributor undertakes to do so within 3 days by sending an email to support@tradeprive.com, which will notify the Reseller confirming the order or the changes to be made.
6.3 The Distributor is solely responsible for preparing the order and the package. Transport and delivery will be handled by TP's couriers to the location specified by the Reseller. Each order will have a tracking number and the name of the courier, which will be communicated by TP via email to the Reseller and the Distributor. There may be two types of delivery costs:
• Shipping cost: this cost is borne by the retailer and is payable offline by bank transfer to the bank details provided by TP. The amount will be calculated when the distributor informs TP of the number of packages, weight, and dimensions. Once this information has been communicated to the Reseller, the latter must make the bank transfer to release the shipment. A regular invoice will be issued by TP upon receipt of payment.
• Customs clearance costs: these costs are borne by the retailer and are payable offline by bank transfer to the bank account details provided by TP. The amount will be calculated when the relevant customs office informs TP of the customs clearance cost. Once this has been communicated to the Reseller, the latter must make the bank transfer to release customs clearance. A regular invoice will be issued by TP upon receipt of payment.
6.4 Upon delivery of the order, the Reseller undertakes to verify the conformity of the order received and to notify TP of any discrepancies from the order within 6 days of receipt (the date indicated by the courier shall be deemed valid). The notification with details of the anomalies must be sent by email to support@tradeprive.com. Upon receipt, TP will block the credit and open a complaint.
6.5 If the Product or Products ordered are not received, the Reseller shall submit a complaint to TP (support@tradeprive.com), which will forward it to the Distributor. TP reserves the right to intervene in order to facilitate the resolution of the complaint.
6.6 Payment for the order by the Reseller shall be made via the platform to TP's account. The amount shall be credited by TP to the account indicated by the Distributor, only after 6 days following delivery to the Reseller and in the absence of any complaint by the Reseller.
6.7 The Reseller may pay for an order using vouchers and promotional codes that the Reseller may have received from TP. The Reseller accepts that restrictions may apply to the use of these vouchers and promotional codes, for example, only one voucher or promotional code per order, or a limited time for the use of a voucher or promotional code. Furthermore, the Reseller agrees that TP is free to modify or terminate any promotional voucher or code program at any time, at its discretion, without this giving rise to any compensation to the Reseller.
6.8 The Reseller undertakes to comply with the laws applicable to the collection and processing of personal data that it discloses to the Distributor during the sales process and to inform any data subject, whether an individual, that their personal data is disclosed to the Reseller, under the conditions required by applicable laws.
6.9 The Reseller may pay for its order by credit card, debit card, and bank transfer available at checkout on the TP platform. Eligibility for payment is validated directly by the platform without intervention by TP.
6.10 All orders placed by the Reseller are independent of each other. The unavailability of one or more Products ordered by one or more Distributors through the Platform does not constitute grounds for canceling all Products ordered, as the Reseller is bound by the order placed for the other Products that are available.
6.11 Invoicing for both the order and the logistics and customs clearance costs, if any, shall be made between TP and the Reseller. Two invoices shall be issued: one for the order and one for the logistics/customs clearance costs. The first shall be issued within 10 days of receipt of payment and the second within 10 days of receipt of payment. In the event of customs clearance, a single invoice may be issued.
6.12 If, following a notice received from a Member or by 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 Member's account; and/or
• disclose all necessary information about any offer for sale and/or any purchase of these Products on the Platform, including the personal information of Members, if applicable, to the competent authorities and/or cooperate with the competent authorities upon request.
• The Reseller undertakes to comply with all applicable laws and regulations relating to the acquisition and purchase for resale of goods, whatever their nature.
6.13 In particular, if TP becomes aware of any act or behavior by a Member outside the Platform (i) that aims to persuade or attempt to persuade all or part of the Resellers to leave the Platform, or that aims to encourage all or part of the Resellers 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 Member 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.
7 PROHIBITED USES OF THE PLATFORM AND THE SERVICE
7.1 The Member undertakes not to use the Platform and/or the Service to:
7.1.1 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;
7.1.2 circumvent, divert, and/or interfere in an unfair manner (or attempt to circumvent, divert, and/or interfere) with a paid service on the Platform;
7.1.3 publish or disseminate content that is shocking, inappropriate, obscene, threatening, abusive, violent, rude, racist, insulting, defamatory, libelous, disparaging, misleading, discriminatory, harassing, embarrassing, pornographic, or child pornographic; 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 others, illegal content or content that is contrary to 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 program, file 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, competitions, 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 Member's account, login and/or password, or in any way pretend to be another Member;
attempt to access all or part of the Service without authorization;
impersonate another person, a Member, or an employee or representative of TP, imply that your statements and comments are those of TP and/or use the Service to send or disseminate any content that could be harmful or could criticize 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 information relating to other Members;
hide or mask the origin of communications;
use data mining tools, bots, or any other similar tools for the collection and extraction of 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;
interfere with the operation of the Platform and/or the Service, the servers or network connections to the Platform and/or the Service;
take any action that could result in TP being held liable, or in 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 Member and/or third parties;
violate the requirements, procedures, policies or regulations relating to networks that are connected to the Platform and/or the Service.
7.2 In general, the Member 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 Member, in any other way.
8 EFFECTIVE DATE OF THE TERMS OF USE
8.1 With respect to the User, these Terms shall become effective upon the User's first access to the Platform and shall remain in effect for the entire duration of the User's navigation through the Platform.
8.2 Except as above, these Terms shall become effective for an indefinite period with respect to any Member, starting from the Member's registration.
9 PERSONAL DATA
9.1 TP collects and processes personal data relating to Users and Members in order to manage its relationship with these Users and Members.
9.2 The methods of collection and processing of Users' and Members' personal data are described in TP's policy, available on the Platform and incorporated into these Terms. Any questions regarding the processing of personal data may be addressed directly to TP at: privacy@tradeprive.com
10 COMPLAINTS
10.1 Without prejudice to the other provisions of these Terms of Use, any complaints will be handled directly by TP, which will attempt to reach an agreement between the parties.
10.2 The Distributor undertakes to act with due care and diligence to resolve any complaints correctly and, where applicable, in accordance with the requirements mentioned on the Platform.
11 OWNERSHIP OF THE PLATFORM - RIGHT OF USE
11.1 The intellectual property rights to the Platform and the Service, including their 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 confidential proprietary information.
11.2 Notwithstanding the foregoing, any Content provided by a Member is and remains the property of that Member, subject to the license granted by each Member to TP and Users in accordance with the Terms of Use.
11.3 Subject to the User's compliance with the terms and conditions of these Terms of Use, TP grants a limited, personal, non-exclusive, non-transferable, non-assignable, non-sublicensable license to the User to access and use the Platform, such license being granted for the duration of the Terms of Use and for the territory in which the User is located. The right of access and use granted under this license allows the User to view all or part of the Platform and the Service in the context of such access and use, for the entire duration of the use of the Platform and/or the Service. To the extent permitted by law, any rights not expressly granted herein are expressly reserved to TP and/or its licensors and partners.
11.4 The User is authorized to access and use the Platform and/or the Service only for professional reasons (based on their Member or non-Member profile) and for their own internal needs (unless the Terms of Use provide otherwise). The Member is responsible for any use made by any person using the Member's login and password to access the Platform. To the extent permitted by applicable law, any other use not expressly authorized herein is expressly reserved to TP and/or its licensors and partners.
11.5 Hyperlinks to the Platform using techniques such as framing or in-line linking are strictly prohibited.
11.6 The User agrees not to remove and/or delete any copyright notices, trademark notices and/or notices of any other proprietary rights that are mentioned on the Platform and/or the Service.
12 LICENSE ON CONTENT
12.1 Each Member undertakes to publish Content on the Platform in accordance with these Terms of Use and any legal and/or regulatory provisions in force.
12.2 By publishing Content through the Platform, the Member 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, and to perform any other act or activity in connection with such display, reproduction, representation, formatting, use, publication, and/or dissemination that is necessary or useful in the context of providing the Platform and the Service, on any other medium (in particular, on any tangible or digital medium, in any press release or financial 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 and for the purposes of implementing any partnership or sponsorship with TP's partners. The Member acknowledges that no use of its Content, whether made by TP prior to the Member's cancellation, deletion or closure of the Member's account or termination of these Terms of Use, may be contested by the Member;
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, anonymizing, and/or using it in any other form or format that does not allow it to be attributed or associated with the Member, for statistical, research, analysis and for the purposes of improving the Platform and/or the Service;
any User, directly, a free, non-exclusive, personal, non-transferable, non-sublicensable, worldwide license, for the entire duration of the Member's membership, to reproduce and represent the Content through the Service, for personal and/or professional purposes (depending on whether the User is a Member or not).
12.3 The Member acknowledges that their Content may be viewed on the Platform by any User who can access the Products.
12.4 The Member warrants that they are the sole owner, for the duration of the rights granted to TP and Users, and worldwide, of all rights necessary to exploit their Content as provided in these Terms of Use, or that they have the rights required to grant the license described herein.
12.5 To this end, the Member 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 the Member and/or in its use by TP and/or Users. The Member agrees to indemnify TP in the event that a third party makes a claim or takes action against TP in this regard, and to bear all consequences, including financial consequences, that may arise therefrom.
12.6 The Member is and remains solely responsible for the Content that they publish or disseminate 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, the Member is informed that their Content is not verified or checked by TP prior to its publication online. TP's role is limited to hosting this Content via the Platform and the Service.
12.7 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.
13 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 offenses, regardless of any other recourse.
14 TERMINATION
14.1 The right to access the Platform, the Service and all rights and obligations arising from these Terms of Use may be terminated at any time by the Member 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 due by the Member in accordance with these provisions.
14.2 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:
14.2.2 if TP is unable to verify or authenticate the information provided by the Member and the Member does not comply with TP's verification and/or authentication requests;
14.2.3 if the Member's actions are likely to result in liability for TP, the Member, any other User or any of TP's partners;
14.2.4 if the Member's behavior violates the service level agreement relating to the Platform, is potentially harmful, prejudicial and/or unfair to the Platform, TP and/or any Member.
14.3 Without prejudice to the provisions of Article 14.2, 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 formal notice to remedy the relevant breach that has remained unsuccessful for one (1) month.
14.4 In the event of termination pursuant to the provisions of this article, the Member's account will be automatically closed, the Member's access to the Platform will be disabled, and the Member will no longer have access to the Service, all effective as of the effective date of termination as provided in this Article 14. Consequently, the Distributor's Products will no longer be accessible on the Platform and the Distributor's account will be disabled and removed from the Platform's search results, all effective as of the effective date of termination. Finally, any amount owed by the Member shall become immediately due and payable. Termination shall have no effect on any orders for Products that are in progress, which shall remain subject to the provisions of these Terms of Use.
14.5 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.
15 LIABILITY
15.1 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.
15.2 TP has only a “best efforts” obligation (obligation of means) with regard 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.
15.3 Unless proven fault can be attributed to TP, TP shall not be liable for any damage 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.
15.4 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”).
15.5 In any event, except as required by applicable law, TP's liability to the Reseller 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 the Member in connection with the Products ordered that are the subject of the complaint.
15.6 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.
15.7 TP makes no warranty to Resellers in relation to the Products, their conformity, their availability or their suitability for the Resellers' needs. The Distributor is solely responsible for the Products, their availability, their conformity or their suitability for the Resellers' needs, as well as for the Content, the information on the Products and any warranties provided, if applicable.
15.8 TP shall not be liable in any way for the performance of sales contracts entered into between the Distributor and the Reseller through the Platform, unless TP's liability for non-performance or poor performance of the sales contract is proven. Consequently, the Reseller shall not hold TP liable for, nor shall it make any claim against, take any legal action against or sue TP in connection with any non-conformity 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 Distributor and the Reseller.
15.9 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.
16 EVIDENCE
16.1 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 as evidence between the Parties.
17 ASSIGNMENT
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, without 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 in connection with a restructuring (including any merger, absorption, transfer or contribution of all or part of its assets, direct or indirect change of control).
18 GENERAL PROVISIONS
18.1 TP shall be entitled to subcontract all or part of its obligations to any third party subcontractor of its choice. TP shall remain liable for the acts and omissions of such subcontractors.
18.2 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 or statute. The intention of the Parties to form a company and any joint liability towards third parties or between the Parties are expressly excluded. Therefore, each Party undertakes not to do anything that may 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.
18.3 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 not to exist.
18.4 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 only be binding on the other Party if such change of address has been notified to that other Party by email or via the Platform (if the option is available).
18.5 In the event that any provision of these Terms is held by any court in a final decision to be void, invalid, or unenforceable, such provision shall be deleted without affecting the validity of the Terms as a whole. The remaining provisions of the Terms shall remain unchanged and shall continue to apply.
18.6 No tolerance, waiver, or omission, regardless of the duration or number thereof, in asserting/invoking the existence or total or partial breach of any provision of these Terms shall constitute a modification, cancellation of such provision, or a waiver of the right to invoke 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 to do so.
18.7 TP, on the one hand, and the Member, on the other hand, 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 Member.
18.8 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.
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 RELATIONSHIPS SHALL BE SUBMITTED TO THE COURTS OF CAGLIARI, WHICH SHALL HAVE EXCLUSIVE JURISDICTION.
May 20, 2025