TERMS & CONDITIONS DISTRIBUTORS
The TRADEPRIVE B2B platform is accessible on www.tradeprive.com, or any other address that may replace this. The platform is owned by Placecorner Store srl (hereinafter PS) with registered office in Italy, in Cagliari (09128) in via Bellini 9 - Registered at the Cagliari Chamber of Commerce with CA-302163 and VAT number 09854150921.
These terms of use (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 a Member.
1 DEFINITIONS
1.1 Unless otherwise stated in these Terms of Use, the following capitalized terms shall have the following meanings:
"Content": means any content provided by a Member on the Platform, including, but not limited to, any product, data, information, text, listed object, description, name, alias, sign, photograph, image, sound, video, logo and any other items provided by the Member on the Platform, including at the time of its registration, in an advertisement, in an email or in a Distributor’s sales area/account.
"Distributor"= means a Member who presents, offers, distributes, sells Products through the Platform, even when that Member acts for and/or on behalf of another Member.
"Reseller" or "Buyer": means a Member who is willing to purchase or purchases the Products through the Platform.
"Term for Complaints: they are usually 6 working days , from the effective date of delivery of the Products by which the Reseller can contest the conformity of the delivery with the order. To avoid doubts, in the absence of disputes about the conformity of the order within this period of time, the order will be considered compliant and released credit.
"Confirmation Date": indicates the date on which the Reseller confirms the conformity of the order, by email to support@tradeprive.com in accordance with the Deadline for complaints. The email must be sent within 6 working days from the delivery date (certified by the courier). At the end of this period the order will be considered compliant and released.
"Member": means any User who has registered on the Platform and whose registration has been approved by TRADEPRIVE
"Party": means, individually or together, TRADEPRIVE, PC and/or User and/or Member and/or Distributor.
"Product": means any product that a Distributor presents or sells through the Platform. The Product must comply with the Terms of Use
"Service": means all online services of TRADEPRIVE, which are owned by PS 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, whether or not such professional is a Member.
"Personal Data" means any information relating to an identified or identifiable natural person. An identifiable natural person is a natural person who can be identified, directly or indirectly, in particular by means of an identifier such as a name, an identification number, location data, an online identifier or one or more specific elements of its physical, physiological, genetic, mental, economic, cultural or social identity.
"Third Party Data" means Personal Data provided by Distributors to TRADEPRIVE for the use of the CRM functionality, including non-member resellers.
"Legislation on Personal Data" : indicates the legislation in force on the protection of Personal Data and in particular the EU Regulation No. 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and the free movement of such data (the "GDPR") and any applicable legislation and regulations implementing, supplementing or replacing the GDPR or otherwise relating to the processing of personal data of natural persons, and binding guidelines and codes of conduct issued by the competent supervisory authorities, where applicable.
2 DESCRIPTION OF SERVICES
2.1 The purpose of the Platform is to connect Distributors with 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 of use, "professional" means any natural or legal person, public or private, who or who acts for purposes that fall within the scope of its commercial, industrial, craft activities, independent or agricultural, including when that person is acting for or on behalf of another professional. If you are not a professional, you, be it a Distributor or a Reseller, will immediately stop visiting the Platform and, if applicable, not registering on the Platform.
2.3 Sales of Products take place only between Resellers and Distributors who decide, at their discretion, to enter into contracts through the Platform. TRADEPRIVE: (i) is neither a seller, nor a retailer, nor the owner of the Products that are distributed through the Platform; (ii) never takes possession of the Products that are put on sale; (iii) does not hold the Products in stock; and (iv) does not hold the Products as custodian or trustee of any kind. Therefore, TRADEPRIVE cannot be held responsible for any actions or omissions committed by the Distributor (or Brand) or by the Retailer on its Platform.
3 TERMS OF ACCEPTANCE OF AND CHANGES TO THE TERMS OF USE
3.1 These Terms of Use, which take precedence over any other document, govern the relationship between TRADEPRIVE and each User. The documents referred to in the Terms of Use are incorporated into this document unless expressly stated otherwise.
3.2 By visiting or accessing the Platform and using the Service, you or the Member expressly, without restriction, agree to be legally bound by all provisions of the Terms of Use. If the User or Member does not agree with these Terms of Use, the User or Member undertakes to immediately stop visiting the Platform and, if applicable, not to register on the Platform.
3.3 TRADEPRIVE reserves the right to modify these Terms of Use at any time, so it is up to users to regularly consult these conditions. Unless otherwise stated in these Terms of Use, changes to these Terms of Use will take effect fifteen (15) calendar days after their online publication.
4 ACCESS TO PLATFORM AND 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. TRADEPRIVE reserves the right to accept or refuse a Member’s application for registration, in accordance with the terms specified on the Platform and/or at the time of registration. The registration of a legal person as a Member may only be made by an individual authorised to represent that legal person.
4.2 TRADEPRIVE reserves the right, at any time and in 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 needs, internal choices or in case of emergency.
4.3 TRADEPRIVE reserves the right to update the features and Service available on the Platform at any time and in its sole discretion.
4.4 TRADEPRIVE reserves the right, at any time and in its sole discretion, to delete or modify any Content, including but not limited to technical, commercial or practical reasons. It is understood that such interventions will in no case give rise to the liability of TRADEPRIVE, nor will they give rise to the payment of any compensation or compensation to a Member or a User.
4.5 A Member who wishes to delete his or her account may do so by sending an email deletion request to support@tradeprive.com
4.6 Deletion of the Member’s account shall result in the immediate termination, by right, of these Terms of Use, such termination shall take effect in accordance with these Terms.
4.7 TRADEPRIVE, which is a mere intermediary, does not control the information provided by Members and published on the Platform. TRADEPRIVE makes no warranties, the Platform and Service are provided "as is" and "as available". In addition, TRADEPRIVE does not guarantee that access to the Service or Platform will be uninterrupted or error free.
5 TERMS OF REGISTRATION WITH THE SERVICE
5.1 To access all the functionalities of the Platform and the Service and to offer Products for sale through the Platform, the User must first register with the Platform as a Member and provide all the information and any documents required, so that it can have access to all the functionality of the Platform and the Service. Otherwise, TRADEPRIVE reserves the right not to approve the registration.
5.3 The Member undertakes not to provide information that violates the rights of third parties. In addition, the Member agrees not to register as a login/alias, all or part of a URL, address or other domain name that points to an external website. TRADEPRIVE reserves the right, in particular in the event of disputes 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 time period indicated by TRADEPRIVE.
5.4 In addition, the Member undertakes to provide accurate, sincere, exhaustive and up-to-date information at the time of registration and also undertakes to rectify such information later if the information becomes obsolete or outdated. If the Member does not comply with this obligation, TRADEPRIVE reserves the right to suspend and/or terminate the Member’s account and to deny access to the Service to that Member. Each Member is solely responsible for the consequences of providing false, invalid or incorrect information to TRADEPRIVE and/or other Members.
5.5 Each Member undertakes to create and use only one account, unless expressly approved by TRADEPRIVE. 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 agrees to choose a strong password and keep this password confidential.
5.6 The use of a Member’s login associated with the Member’s password will constitute presumption of proof that access to and use of the Service is made by that Member
5.7 The use of a Member’s login associated with the Member’s password is a definitive presumption that access to and use of the Service is by or under the control of that Member. If a Member becomes aware of third-party access to their account, the Member undertakes to change his password immediately and to notify TRADEPRIVE promptly via our contact form.
5.8 The Member has a duty to act in good faith and with respect in its dealings with TRADEPRIVE and the other Members.
6 THE OBLIGATIONS OF THE DISTRIBUTOR
6.1 The Distributor is responsible for defining the terms and conditions of sale of its Products on its own responsibility, specifying that the applicable delivery terms, the terms of approval of the applicable Products and the applicable payment terms are those defined in these Terms of Use and/or on the Platform, and that in case of contradiction with the terms and conditions of sale of the Distributor in relation to this aspect, these Terms of Use and the information posted on the Platform will prevail.
6.2 The Distributor undertakes to clearly display the terms and conditions applicable to the sale of the Products, to any service of commercial cooperation and to any other obligation intended to promote the commercial relationship, including, but not limited to, the complete and accurate characteristics and properties of the Products, the availability of the Products, any terms and conditions applicable to the order of the Products (minimum quantity to be ordered), any restriction relating to the minimum quantity of Products to be ordered, the sales price of the Products, the conditions of transport and delivery, the transport and delivery times and any other applicable sales conditions.
6.3 Upon receipt of an affected order from the Reseller through the Platform, 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 who undertakes to contact the Reseller to adapt the order to the Distributor’s requests.
6.4 The Distributor is solely responsible for the preparation of the order and the package. The transport will be in charge of TRADEPRIVE couriers and its delivery at the place agreed with the Dealer. Each order will have a tracking number and the name of the courier that TRADEPRIVE will communicate to the Retailer via the platform and to the Distributor via email.
6.6 Payment of the order by the retailer will be made via the platform. The amount will be credited to the account indicated by the Distributor 5 days after delivery to the Reseller and in the absence of a complaint by the Reseller.
6.8 The amount credited to the Distributor will be inclusive of taxes and net of the agreed fee, upon receipt of the invoice made out to TRADEPRIVE. Regular invoices will be issued by TRADEPRIVE to Distributor for fee collection. It will be in charge of the Distributor to issue an invoice to TRADEPRIVE of the amount of the order, including taxes and net of the commission.
6.10 The Distributor undertakes to include in the package the order list with all products shipped with details of variants and quantities. This list must be signed by the Dealer on the date of delivery of the order and sent by email to TRADEPRIVE (support@tradeprive.com) which will store it as proof of delivery. If there is a difference between order list and delivery, this must be described in detail in the email referred to in the previous point.
6.11 TRADEPRIVE reminds the Distributor of its obligation to comply with all laws, regulations and obligations incumbent upon it as a professional seller, in particular with regard to intellectual property law.
6.12 The Distributor shall indemnify and hold TRADEPRIVE harmless for any consequence relating to the violation by the Distributor of any of its obligations as a professional. The Distributor undertakes, accordingly, to be directly responsible for the payment of any sum, including the sums allocated in court, court fees, legal fees and other sums that may be due in this regard, or to refund these sums to TRADEPRIVE on first request. In particular, the Distributor guarantees TRADEPRIVE to respect the intellectual property rights of third parties, including design rights, models, patents and trademarks.
6.13 Each Distributor undertakes not to list and/or distribute Products that do not or do not correspond exactly to a Distributor Product actually available for purchase for resale on the Platform; or that violate or are in breach of applicable laws and regulations or good morals, or that do not constitute Products authorized under the contractual provisions; in particular, each Distributor undertakes not to list and/or distribute Products that are fraudulent Products (in particular Products held following their receipt as stolen goods or Products illegally imported) or Products that violate the rights of third parties, such as Products that infringe intellectual property rights.
6.14 TRADEPRIVE draws the Distributor’s attention to the absolute necessity for any Distributor who puts a Product on sale on the Platform to ensure that this Product strictly complies with all applicable laws, regulations and other requirements, from the production or manufacture of this Product until delivery of this Product to the Reseller.
6.15 All orders placed by the Dealer are independent of each other. The non-availability of one or more Products ordered by one or more Distributors through the Platform does not constitute a reason to cancel all the Products ordered, since the Reseller is bound by the order made for the other Products that are available.
6.16 In the event of failure to receive the Product or Products ordered, the Reseller will submit a complaint to the Distributor by sending an email to support@tradeprive.com, TRADEPRIVE which reserves the right to intervene in order to facilitate the resolution of the complaint.
6.17 Nel caso in cui, a seguito di un'allerta ricevuta da un Membro o per atto di TRADEPRIVE, constati che i Prodotti che violano questi Termini di utilizzo sono messi in vendita, TRADEPRIVE si riserva il diritto di:
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remove these Products from the Platform;
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block or suspend the Distributor’s account;
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terminate these Terms of Use with immediate effect, this termination will terminate and cancel the Distributor’s account;
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to disclose all necessary information about any offer to sell and/or any purchase of these Products on the Platform, including Members' personal information, as appropriate, to the competent authorities and/or to cooperate with competent authorities upon request.
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The Distributor also undertakes to use the contact details and other information disclosed by the Reseller only for the purposes strictly necessary to fulfil the relevant order and to comply with the legal obligations associated with such order, and in accordance with these Terms of Use. In particular, the Distributor undertakes not to offer products to the Reseller, which are available outside the Platform.
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6.18 In particular, in the event that TRADEPRIVE becomes aware of any act or behaviour of a Member outside the Platform (i) that aims to convince or attempt to convince all or part of the Resellers to leave the Platform, or which aims to encourage all or part of Retailers not to purchase through the Platform, or to stop buying through the Platform; (ii) which is potentially unfair, harmful, anti-commercial, disparaging, defamatory, damaging or harmful to TRADEPRIVE, the Platform, any Member and/or third parties, or (iii) that violates the laws and regulations applicable to TRADEPRIVE in any other way, TRADEPRIVE reserves the right to terminate these Terms of Use with notice with immediate effect.
6.19 The Distributor warrants that it has all the rights necessary to sell any Product that the Distributor sells on the Platform, and the Distributor will indemnify TRADEPRIVE for any claim relating to the Content of an offer to sell a Product and/or the performance of the sale.
6.20 The Distributor undertakes to offer its services and to make purchases for resale on the Platform in its own name. Therefore, the Distributor undertakes not to subcontract the purchase transactions for resale, in whole or in part, to third parties.
6.21 In the event of a dispute between Distributors over the Content published by one of them (for example, if a Distributor claims infringement or unfair competition), TRADEPRIVE will intervene in the resolution of the dispute to attempt a conciliation between the parties. If it is not successful, it will refer the management of the same to the competent bodies. The amounts will remain blocked on the TRADEPRIVE account until the outcome of the final dispute, excluding the fee that will be collected by TRADEPRIVE even in the presence of a complaint.
7 COMMISSION PAYABLE TO TRADEPRIVE
7.1 In return for the Service provided, the Distributor undertakes to pay TRADEPRIVE a commission, the rate of which will be communicated beforehand between TRADEPRIVE and the Distributor. The amount of this fee excludes taxes and will be calculated on taxable amount. The commission will be collected at the time of the credit, withholding the amount of the order. TRADEPRIVE will issue specific invoice for collection commission to Distributor. The commission is in no way refundable.
7.3 TRADEPRIVE reserves the right, without compensation, to modify the fee defined in Article 8.1 of these Terms of Use. In the event of a disagreement, the Member may terminate these Terms of Use on the effective date of such changes.
8 PROHIBITED USE OF PLATFORM AND SERVICE
8.1 Member agrees not to use the Platform and/or the Service to:
8.1.1 to attract or attempt to attract all or part of the Resellers away from the Platform, or to encourage all or part of the Resellers not to purchase on the Platform or to no longer purchase on the Platform;
8.1.2 circumvent, divert and/or interfere unfairly (or attempt to circumvent, divert and/or interfere) with a paid service on the Platform;
8.1.3 to publish or disseminate shocking, inappropriate, obscene, threatening, abusive, violent, rude, racist, insulting, defamatory, slanderous, derogatory, misleading, discriminatory, harassing, embarrassing, pornographic or pedo-pornographic content, content that constitutes justification for crimes against humanity, content that is likely to incite racial, religious or ethnic hatred, violence or terrorism, content that is likely to undermine someone else’s human dignity or privacy, illegal content or content contrary to applicable laws;
8.1.4 publish or disseminate content in violation of the intellectual property rights of third parties;
8.1.5 publish or disseminate content that is likely to be described as embezzlement, fraud, embezzlement or any other criminal offence;
8.1.6 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 Terms of Use and has a value equivalent to the amounts requested;
8.1.7 send computer viruses, worms, Trojan horses, logical bombs or any other malicious program, files or any other form of malware, intended to damage, interrupt, suspend, destroy and/or restrict the functionality of any IT or telecommunications equipment;
8.1.8 carry out commercial or advertising activities of any kind (in particular sending unsolicited promotional messages, contests, sweepstakes, exchanges), or solicit online payments or donations;
8.1.9 damage any computer system or illegally intercept any personal data or information, or breach the security of systems and networks;
8.1.10 access, use or attempt to use another Member’s account, login and/or password, or pretend in any way to be another Member;
8.1.11 attempt to access all or part of the Service without permission;
8.1.12 impersonate another person, a Member or an employee or representative of TRADEPRIVE, insinuate that your statements and comments are supported or approved by TRADEPRIVE and/or use the Service to send or disseminate any content that may be harmful or critical to TRADEPRIVE in any way;
8.1.13 do any of the following when you access and use 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;
8.1.14 hide or mask the origin of communications;
8.1.15 use data mining tools, bots or any other similar tool for collecting and extracting data related to the Platform;
8.1.16 to restrict, suspend or prevent any person from using or accessing the Platform and/or the Service, or to terminate their access to the Platform and/or the Service, including, but not limited to, act in any way to interrupt real-time discussions between Members;
8.1.17 hinder the operation of the Platform and/or the Service, servers or network connections to the Platform and/or the Service;
8.1.18 take any action that may result in the liability of TRADEPRIVE or the loss of the benefit of all or part of the services of TRADEPRIVE’s partners and service providers, in particular its Internet service providers, payment service providers, financial partners and/or storage partners;
8.1.19 do anything that could damage the image and/or reputation of TRADEPRIVE or the Platform and/or constitute acts of unfair competition or free riding against TRADEPRIVE, any other Member and/or third parties;
8.1.20 violate the requirements, procedures, policies or regulations relating to the networks that are connected to the Platform and/or the Service.
8.2 In general, the Member undertakes not to perform any act or action that may violate the rights of third parties, applicable laws and regulations and/or any contractual provision binding on the Member, in any other way.
9 EFFECTIVE DATE OF THE CONDITIONS OF USE - TERMINATION OF THE CONDITIONS OF USE
9.1 With respect to the User, these Terms of Use become effective at the first access of the User to the Platform and remain valid for the entire duration of the User’s navigation through the Platform.
9.2 Notwithstanding the foregoing, these Terms of Use shall enter into force for an indefinite period in respect of any Member, from the registration of the Member, unless these Terms of Use are terminated in accordance with Article 16 of these Terms of Use.
10 DATA COLLECTION AND PROCESSING
10.1 TRADEPRIVE, as data controller, collects and processes personal data relating to Users and Members in order to manage the relationship with these Users and Members.
10.2 The methods of collection and processing of personal data of Users and Members are detailed in the privacy policy of TRADEPRIVE, available on the Platform and incorporated in these Terms of Use. Any questions regarding the management of personal data may be addressed directly to TRADEPRIVE at: privacy@tradeprive.com.
11 PROCESSING OF PERSONAL DATA BY THIRD PARTIES
In the course of providing CRM functionality to Distributors, TRADEPRIVE may process third party data. The Parties acknowledge and agree that TRADEPRIVE processes the data of third parties as data controller, exclusively on behalf of the Distributor, in accordance with its instructions and under its sole responsibility. TRADEPRIVE’s data processing agreement governs the processing of such third party data by TRADEPRIVE. This data processing agreement is incorporated by reference into these Terms of Use and forms an integral part thereof. In order to avoid misunderstandings, in the event that the reseller whose third party data are processed by TRADEPRIVE becomes a Member of the Platform, the personal data concerning him will then be processed by TRADEPRIVE as data controller, in accordance with Article 11 of the Terms of Use.
The Distributor, as data controller, guarantees to TRADEPRIVE that it has complied with all its obligations regarding the collection and processing of third party data in accordance with the legislation on the protection of personal data. The Distributor will indemnify TRADEPRIVE for all consequences of the Distributor’s failure to comply with its obligations under this section. The Distributor shall pay directly to TRADEPRIVE all sums, including any administrative penalties, judgments, court costs, lawyers' fees and other sums that may be due in connection with such obligations (or reimburse TRADEPRIVE upon first request).
In any case, in case (a) the data processing activities relating to third party data implemented by TRADEPRIVE pursuant to these Terms of Use must be interpreted in accordance with the legislation on the protection of personal data as if TRADEPRIVE and the Distributor act as co-holders and/or (b) a supervisory authority, court or any other administrative, governmental or judicial authority should consider that TRADEPRIVE and the Distributor act as co-holders, the Parties agree that, given the manner in which the processing of such third party data is implemented, it is the Distributor’s responsibility to comply with all obligations under personal data protection law, and in particular the legal collection obligation, fair and transparent, the obligation to inform data subjects and the obligation to allow data subjects to exercise their rights. The Distributor undertakes to guarantee TRADEPRIVE compliance with this obligation and to indemnify TRADEPRIVE, under the conditions provided for in Article 12.3 of these Terms of Use, in case of violation of this article.
12 COMPLAINTS
12.1 Subject to the other provisions of these Terms of Use, any complaints will be dealt with directly at the beginning by TRADEPRIVE that will try to find an agreement between the parties
12.2 The Distributor undertakes to act with due care and diligence to properly resolve any complaints and, where appropriate, in accordance with the requirements mentioned on the Platform.
13 OWNERSHIP OF THE PLATFORM - RIGHT OF USE
13.1 Intellectual property rights on the Platform and the Service, including their 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 TRADEPRIVE and/or third parties who are contractually bound by TRADEPRIVE. The Platform, Service and Elements contain proprietary trade secrets and confidential information.
13.2 Subject to 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 TRADEPRIVE and to Users pursuant to Article 14 of these Terms of Use and subject to TRADEPRIVE’s rights to the personal data and data of third parties collected and/or processed pursuant to these Terms of Use.
13.3 Subject to the User’s compliance with the terms and conditions of these Terms of Use, TRADEPRIVE grants the User a limited, personal, non-exclusive, non-transferable, non-transferable license, without the possibility of sublicensation, to access and use the Platform, this license being granted for the duration of these Terms of Use and for the territory in which the User is located. The licensed right of access and the right of use allow you to view all or part of the Platform and the Service in the context of such access and use, for the duration of your use of the Platform and/or the Service. To the extent permitted by law, any rights not expressly licensed here are expressly reserved to TRADEPRIVE and/or its licensees and partners.
13.4 You may access and use the Platform and/or the Service only for professional reasons (depending on your Member or non-Member profile) and for your own internal needs (unless these Terms of Use provide otherwise). The Member is responsible for any use made by any person who uses the Member’s login and password to access the Platform. To the extent permitted by applicable law, any other use that is not expressly authorized here is expressly reserved to TRADEPRIVE and/or its licensees and partners.
13.5 Hyperlinks to the Platform, using techniques such as framing or online linking, are strictly prohibited.
13.6 You agree not to remove and/or delete copyright notices, trademark notices and/or notices of any other proprietary rights that would be mentioned on the Platform and/or the Service.
14 LICENCE ON CONTENT
14.1 Each Member undertakes to publish the Content on the Platform in accordance with these Terms of Use and any legal and/or regulatory provisions in force.
14.2 By posting Content through the Platform, the Member grants to:
14.2.1 TRADEPRIVE, a free, non-exclusive, transferable, sublicensable, worldwide license, for the entire duration of these Terms of Use,
14.2.2 TRADEPRIVE, a free, non-exclusive, assignable, transferable, sublicensable, worldwide license, for the duration of the intellectual property rights, to use, reproduce and display the Content for the purpose of aggregating them, compile, anonymize and/or use them in any other form or format that does not allow them to be assigned or associated with the Member, for statistical, research, analysis and to improve the Platform and/or the Service;
14.2.3 any User, directly, a free, non-exclusive, personal, non-transferable, non-sublicensable, worldwide license, for the 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).
14.3 The Member acknowledges that its Content may be viewed on the Platform by any User who may access the Products.
14.4 The Member guarantees that it is the exclusive owner, for the duration of the rights granted to TRADEPRIVE and the Users, and for the whole world, of all rights necessary to exploit its Content as provided here, or possess the rights required to grant the license described here.
14.5 To this end, the Member will indemnify TRADEPRIVE, upon first request, for any claim or action that may be taken or brought, for any reason, in connection with the exercise of the rights granted to TRADEPRIVE and/or the Users, any person who considers that they have rights to be claimed in whole or in part for the Content published by the Member and/or in its use by TRADEPRIVE and/or the Users. The Member agrees to indemnify TRADEPRIVE in the event that a third party submits such a claim or takes such action against TRADEPRIVE, and to bear all the consequences, including financial consequences, that may result.
14.6 The Member is and remains solely responsible for the Content it publishes or disseminates through the Platform, and for their compliance with applicable laws and regulations. TRADEPRIVE shall in no way be held responsible for these Contents. To this end, the Member is informed that its Contents are neither verified nor controlled by TRADEPRIVE prior to their online publication. The TRADEPRIVE portion will be limited to the hosting of this Content through the Platform and the Service.
14.7 TRADEPRIVE reserves the right, without notice or compensation, to modify or delete any Content that violates any provision of these Terms of Use, to terminate or terminate the Member’s account and these Terms of Use with immediate effect, in accordance with Article 16.2.
15 PROVEN FRAUD
In the event of proven fraud (fraudulent copying, handling of stolen property, illegal import, etc.), or on request, TRADEPRIVE reserves the right to disclose all necessary information, including personal information, the competent authorities responsible for punishing such fraud and offences, without prejudice to any other recourse.
16 RESOLUTION
16.1 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 Member or TRADEPRIVE, without specific reason, by email or through the Platform. Any termination under the terms of this article 16.1 will be effective only on the date of full payment of all sums due by the Member under the terms of these terms of use
16.2 Without prejudice to any other remedies, TRADEPRIVE reserves the right to terminate the right of access to the Platform, the Service and all rights and obligations arising from these Terms of Use of Right, with immediate effect, in the following situations, such situations are described as serious violations:
16.2.2 if TRADEPRIVE is unable to verify or authenticate the information provided by the Member and the Member does not follow TRADEPRIVE’s requests for verification and/or authentication;
16.2.3 if the acts of the Member are likely to cause TRADEPRIVE, the Member, any other User or any partner of TRADEPRIVE is held responsible;
16.2.4 In the event that the Member’s conduct violates the Platform’s service level agreement, it is potentially harmful, detrimental and/or unfair to the Platform, TRADEPRIVE and/or any Member.
16.3 Without prejudice to Article 16.2, where a Party breaches any of its obligations under Tutilizzo, the other Party may terminate the right of access to the Platform, to the Service and all rights and obligations under these Terms of Use immediately and in law, following a formal notice to remedy the material breach that has remained unsuccessful for one (1) month.
16.4 In case of termination under the terms 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, everything from the effective date of the resolution as provided for in this article 16. As a result, Distributor’s Products will no longer be accessible on the Platform and Distributor’s account will be disabled and removed from the Platform’s search results, all as of the effective date of resolution. Finally, any amount owed by the Member will become due immediately. Termination will have no effect on current Product orders, such orders remaining subject to the terms of these Terms used.
16.5 In the event of termination for any reason, it is expressly agreed by the Parties that any provision, by its nature, is intended to survive the termination of these Terms of Use, whatever the reason for such termination, shall remain in force for the duration applicable to those provisions.
16.6 At the request of the Member until the effective date of termination, the Content may be exported in a format and with financial terms to be agreed, where appropriate, between the Parties. After the effective date of termination, TRADEPRIVE reserves the right to delete the Content at any time, subject to the license granted on the Content pursuant to Article 14.
17 RESPONSIBILITIES
17.1 The Parties shall be liable for any harmful consequences arising from the performance or non-performance of their obligations under this Agreement. Each Party expressly agrees to be liable only for direct damages resulting from a failure to comply with these Terms of Use that are attributable to it.
17.2 TRADEPRIVE has only an obligation of "best efforts" (obligation of means) regarding the provision of the Platform and the Service. In addition, TRADEPRIVE, in its capacity as host of Content made available online by Members, accepts no liability for Content posted by Members through the Platform, as TRADEPRIVE does not carry out any prior check of this Content.
17.3 Except where proven fault may be attributable to TRADEPRIVE, TRADEPRIVE shall not be liable for any damage potentially suffered by a User due to the use or inability to use, in whole or in part, the Platform. TRADEPRIVE shall not be liable for any consequences that would have been caused by the Internet network or the User’s information system, such as a possible malfunction, failure or interruption of access to the electronic communications network, including the Internet.
17.4 Finally, the liability of TRADEPRIVE will not be incurred if the non-execution or late execution of any of its obligations is attributable to an event or circumstance that is outside the control of TRADEPRIVE and that could not have been be reasonably expected at the time these Terms of Use were accepted and the consequences of which could not have been avoided by taking appropriate measures (force majeure).
17.5 In any event, without prejudice to applicable legal provisions, TRADEPRIVE’s liability to Distributor in the event of breach of any of its obligations under this Agreement, for all causes and under any circumstances, shall not exceed the greater of:
• the total amount of commissions actually paid by the Member to TRADEPRIVE during the twelve (12) months preceding the event that caused the damage; or
• five hundred (600) euro VAT included.
17.6 TRADEPRIVE shall in no case be liable for any indirect damages suffered by the User, nor for any loss of profit, loss of revenue, loss of expected savings, loss of goodwill, loss of customers, damage to reputation or loss of data.
17.7 Each User is invited to notify TRADEPRIVE of any breach of these Terms of Use, in particular if this User notices that the Products do not comply with the terms of these Terms of Use are offered for sale. You are invited to notify TRADEPRIVE via our contact form.
17.8 The Distributor will also be solely responsible for the execution of sales contracts entered into with Retailers through the Platform, as long as TRADEPRIVE’s liability for non-performance or misperformance of the sales contract is not proven by the Distributor. Accordingly, the Distributor undertakes to indemnify TRADEPRIVE and hold TRADEPRIVE harmless from any liability, claim, cause or proceeding brought against TRADEPRIVE by a User, a Member, a Reseller or a third party, or any administrative authority, in relation to the non-compliance of a Product with applicable regulations, the non-compliance with economic regulations, the use of the Products or the execution of the sales contract between the Distributor and any Reseller. The Distributor therefore undertakes to be directly liable or to reimburse TRADEPRIVE on request for payment of any sum, including the sums allocated to the court, the court fees, the legal fees and any other amount due for this purpose.
17.9 The Distributor is advised to take out civil and professional liability insurance with an insurance company known to be solvent, to cover the liability that the Distributor may incur, on any legal basis, for damages of any kind that the Distributor may cause in the context of the performance of these Terms of Use. The Distributor will provide TRADEPRIVE, upon request, with evidence to support the conclusion of such insurance.
19 ALLOCATION
19.1 No party may transfer, assign or otherwise dispose, in whole or in part, of its rights or obligations or the Terms of Use, with or without consideration, except with the prior written consent of the other party.
19.2 As an exception to the foregoing, TRADEPRIVE may freely transfer, assign or otherwise dispose of all or part of its rights or obligations or the Terms of Use, as part of a restructuring (including any merger, absorption, transfer or contribution of all or part of its assets, direct or indirect change of control).
20 GENERAL PROVISIONS
20.1 TRADEPRIVE has the right to subcontract all or part of its obligations to any third party subcontractor of its choice. TRADEPRIVE remains responsible for the actions and omissions of these subcontractors. It is expressly agreed between the parties that the payment service provider of TRADEPRIVE (namely Stripe) is an independent provider of TRADEPRIVE and that it does not act as a subcontractor of TRADEPRIVE. Therefore, TRADEPRIVE will not be liable to the Member for the actions or omissions of that payment service provider.
20.2 Unless expressly provided otherwise, these Terms of Use shall not be construed as constituting either the lawyer, agent or representative of the other party or as constituting memoranda and statutes. The will of the parties to be part of a company (affectio societatis) as well as any joint and several liability towards third parties or between the parties are expressly excluded. Therefore, each party undertakes not to do anything that would mislead a third party in this regard and not to make any commitment or provide any guarantee on behalf of the other party, unless otherwise expressly provided in this contract.
20.3 In the event of difficulties in interpreting one of the titles given to the articles of these Terms of Use and one of the provisions of these Terms of Use, the titles will be declared non-existent.
20.4 For the execution of all the terms contained herein and for any consequence deriving from them, the parties choose their respective domiciles as their domiciles. Any change to the address chosen by one party for the above purposes will be binding on the other party only if such change of address has been notified to that other party by email or through the Platform (if the option is available).
20.5 If any provision of these Terms of Use is deemed void, invalid or unenforceable by any court in a final decision, that provision shall be removed without the Terms of Use as a whole being void. The other provisions of the Terms of Use will remain unchanged and continue to apply.
20.6 No waiver, forgiveness or omission, regardless of duration and number, in claiming/claiming the existence or partial or total breach of any of the provisions of these Terms of Use shall constitute a modification, a cancellation of that provision or a waiver of the right to invoke a previous, contemporaneous or subsequent breach of that provision or other provisions. Such waiver shall have no effect unless expressed in a written document signed by the person duly authorised for that purpose.
20.7 TRADEPRIVE, on the one hand, and the Member, on the other, are independent parties, each acting in its own name and on its own account. Unless expressly provided otherwise, these Terms of Use do not create any obligation of obedience, mandate, partnership, joint venture, employee/independent employment relationship, principal/lawyer or franchisor/franchisee between TRADEPRIVE and each Member.
20.8 These Terms of Use are written in Italian. If these Terms of Use are translated into one or more other languages, the Italian version will prevail.
21 APPLICABLE LAW - JURISDICTION
21.1 These Terms of Use will be governed and interpreted in accordance with the laws of Italy without giving effect to its rules on the choice of law.
21.2 Except as provided by law, any dispute relating to the validity, interpretation, execution or termination of all or part of the commercial relations shall be submitted to the court of Cagliari, which shall have exclusive jurisdiction.
31 may 2024