TERMS & CONDITIONS RETAILERS
1 DEFINITIONS
1.1 Unless otherwise stated in these Terms, the following capitalized terms 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 ad, email or in a Distributor’s sales area/account.
• "Distributor" or "Brand": 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 an Eligible Member who is willing to purchase or purchases the Products through the Platform.
• "Term for Complaints": they are usually 5 working days, from the actual date of delivery of the Products by which the Reseller can contest the conformity of the delivery with the order. In 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.
• "Confirmation Date": indicates the date on which the Reseller confirms the conformity of the order, via email to support@. com in accordance with the deadline for complaints
• "Invoice": indicates the invoice issued by TP and payable by the Reseller, relating to 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 TRADEPRIVE.
• "Party": indicates, individually or together, TRADEPRIVE and/or the User and/or the Member and/or Reseller.
• "Product": means any product that a Distributor presents or sells through the Platform.
• "Service": means all online services of TRADEPRIVE, which are owned by TRADEPRIVE 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 to purchase Products from 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 Retailers, excluding consumers and non-professionals. In these Terms, "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 acts 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 The sale of the Products takes place only between Resellers and Distributors (or Brands), such Resellers and Distributors decide for themselves, at their discretion, on the entry 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 that may be committed by the Distributor (or Brand) or by the Retailer on its Platform.
2.4 The Platform and the Service are free of charge for Resellers, who will not make any payments to TRADEPRIVE. Any payments made by Retailers on the Platform are intended for Distributors, who pay a commission (deducted by TRADEPRIVE from the order amount) in consideration of the intermediation services rendered by TRADEPRIVE on purchases made by Retailers on the Platform.
3 TERMS OF ACCEPTANCE AND CHANGES TO TERMS OF USE
3.1 These Terms, which take precedence over any other document, govern the relationship between TRADEPRIVE 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, you or the Member expressly, without restriction, agree to be legally bound by all provisions of the Terms. If the User or Member does not agree with these Terms, 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 at any time, so it is up to Users to regularly review these Terms. Changes to these Terms will take effect fifteen (15) days after they are posted online.
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 fees or damages to a Member or a User.
4.5 A Member who wishes to delete their account may do so directly through the Platform or by sending a request for deletion by email to TRADEPRIVE at support@tradeprive.com. Deletion of the Member’s account results in immediate termination of these Terms by right, such termination will take effect in accordance with these Terms.
4.6 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 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 required, so that you can access all the functionality of the Platform and the Service. Otherwise, TRADEPRIVE reserves the right not to validate the registration.
5.2 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 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 time period indicated by TRADEPRIVE.
5.3 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.
5.4 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.
5.5 The use of a Member’s login associated with the Member’s password shall constitute presumption of proof that access to and use of the Service is by 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 change their password immediately and promptly notify TRADEPRIVE via our contact form.
5.6 The Member has a duty to act in good faith and with respect to TRADEPRIVE 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 the Products are those defined by the Distributor, which the Dealer is invited to read before confirming his order.
6.2 Upon receipt of an order placed by the Reseller through the Platform, the Distributor may accept, modify or refuse the order. The Distributor undertakes to do so within 3 days by sending an email to support@tradeprive.com
6.3 The Distributor is solely responsible for the preparation of the order and the package. The transport will be in charge of the couriers of TP and its delivery at the place agreed with the Dealer. Each order will have a tracking number and the name of the courier that TP will communicate to the Reseller via the platform and to the Distributor via email.
6.4 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 6 days after delivery to the Reseller and in the absence of a complaint by the Reseller.
6.5 Upon delivery of the order, the Dealer undertakes to verify the conformity of the order received, and to communicate within 5 days from the date of receipt (the date indicated by the courier) any discrepancy from the order. The communication with the details of the differences must be communicated via email to supporto@tradeprive.com. Upon receipt TRADEPRIVE will block credit and will open a complaint.
6.6 The Reseller may pay all order using vouchers and coupon codes that the Reseller may have received. Reseller agrees that restrictions may apply to the use of these vouchers and promotional codes, such as only a voucher or promotional code per order, or a limited time for the use of a voucher or promotional code. Further, Reseller agrees that TRADEPRIVE is free to modify or terminate any voucher program or promotional code at any time, at its discretion, without this giving rise to any compensation payment to Reseller.
6.7 The Reseller may pay for his order by credit card, debit card and bank transfer at checkout on the TRADEPRIVE platform. The eligibility for the payment is validated directly by the platform without intervention by TRADEPRIVE.
6.8 The Reseller undertakes to comply with the laws applicable to the collection and processing of personal data which it discloses to the Distributor during the sales process and to inform any interested person, who is an individual, that your personal data is disclosed to the Reseller under the conditions required by applicable laws.
6.9 All orders placed by the Dealer are independent of each other. The unavailability 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.
6.10 In the absence of receipt of the Product or Products ordered, the Reseller (support@tradeprive.com) will submit a complaint to TRADEPRIVE that will forward it to the Distributor. TRADEPRIVE reserves the right to intervene in order to facilitate the resolution of the complaint.
6.11 TRADEPRIVE reserves the right to:
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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 with immediate effect, such termination leading to the termination and cancellation of the Member’s account; and/or
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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 the competent authorities upon request.
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Reseller undertakes to comply with all applicable laws and regulations relating to the acquisition and purchase for the resale of goods, whatever their nature.
6.12 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 that aims to encourage all or part of Retailers not to purchase through the Platform or to stop buying through the Platform; (ii) that 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 with notice with immediate effect.
7 PROHIBITED USE OF PLATFORM AND SERVICE
7.1 Member agrees not to use the Platform and/or the Service to:
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to convince or attempt to convince all or part of the Users to leave the Platform, or to encourage all or part of the Users not to buy or sell on the Platform or to stop buying on the Platform;
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circumvent, divert and/or interfere unfairly (or attempt to circumvent, divert and/or interfere) with a paid service on the Platform;
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to publish or disseminate shocking, inappropriate, obscene, threatening, abusive, violent, rude, racist, insulting, defamatory, slanderous, derogatory, misleading, discriminatory, harassing, embarrassing, pornographic or pedopornographic 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 someone else’s human dignity or privacy, illegal content or content contrary to applicable laws;
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publish or disseminate content in violation of the intellectual property rights of third parties;
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publish or disseminate content that could be described as embezzlement, fraud, embezzlement or any other criminal offence;
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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
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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;
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carry out commercial or advertising activities of any kind (in particular sending unsolicited promotional messages, contests, sweepstakes, exchanges), or solicit online payments or donations;
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damage any computer system or illegally intercept any personal data or information, or breach the security of systems and networks;
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access, use or attempt to use another Member’s account, login and/or password, or in any way, pretend to be another Member;
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attempt to access all or part of the Service without permission;
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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 may criticize TRADEPRIVE in any way;
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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;
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hide or mask the origin of communications;
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use data mining tools, bots or any other similar tool for collecting and extracting data related to the Platform;
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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;
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hinder the operation of the Platform and/or the Service, servers or network connections to the Platform and/or the Service;
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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;
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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;
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violate the requirements, procedures, policies or regulations relating to the 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 may infringe the rights of third parties, applicable laws and regulations and/or any contractual provision binding on the Member, in any other manner.
8 EFFECTIVE DATE OF THE TERMS OF USE
8.1 With respect to the User, these Terms take effect on the User’s first access to the Platform and remain valid for the entire duration of the User’s navigation through the Platform.
8.2 Except as set forth above, these Terms enter into force indefinitely with respect to any Member, as of the Member’s registration.
9 PERSONAL DATA
9.1 TRADEPRIVE collects and processes personal data about Users and Members to manage the relationship with these Users and Members.
9.2 The methods of collection and processing of personal data of Users and Members are described in the TRADEPRIVE privacy policy, available on the Platform and incorporated in these Terms. Any questions regarding the management of personal data may be addressed directly to TRADEPRIVE at: privacy@tradeprive.com
10 COMPLAINTS
10.1 Subject to the other provisions of these Terms of Use, any complaints will be handled directly at the beginning by TRADEPRIVE that will try to find an agreement between the parties
10.2 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.
11 OWNERSHIP OF THE PLATFORM - RIGHT OF USE
11.1 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.
11.2 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 in accordance with the Terms of Us
11.3 Subject to the User’s compliance with the terms and conditions of these Terms of Use, TRADEPRIVE grants a limited, personal, non-exclusive, non-transferable, non-transferable license, without the possibility of sublicensation, 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. Your licensed right of access and use allows 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.
11.4 You may access and use the Platform and/or the Service only for professional reasons (depending on your profile as a Member or non-Member) and for your own internal needs (unless the Usage Concisions 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.
11.5 Hyperlinks to the Platform, which use techniques such as framing or online linking, are strictly prohibited.
11.6 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.
12 LICENSE ON CONTENT
12.1 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.
12.2 By posting Content through the Platform, the Member grants to:
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TRADEPRIVE, 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 disseminate the Content in the context of making the Platform and the Service available, and to carry out any other act or activity in connection with such display, reproduction, representation, formatting, use, publication and/or dissemination, whether 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 or financial release or publication, presentation material, promotional and/or advertising material, website) by any means, without restrictions on the number of copies, for internal, storage, advertising, promotional, marketing, communication, public relations and for the purposes of implementing any partnership or sponsorship with TRADEPRIVE partners. The Member acknowledges that no use of its Content, which was made by TRADEPRIVE before the Member’s cancellation, deletion or termination of the Member’s account or termination of these Terms of Use, may be contested by the Member;
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TRADEPRIVE is a free, non-exclusive, transferable, sub-licensable, 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 attributed or associated with the Member, for statistical purposes, research, analysis and for the purposes of improving the Platform and/or the Service;
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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 its Content may be viewed on the Platform by any User who may access the Products.
12.4 The Member guarantees to be the exclusive owner, for the duration of the rights granted to TRADEPRIVE and the Users, and for the whole world, of all the rights necessary to exploit its Contents as provided by these Terms of Use, or possess the rights required to grant the license described here.
12.5 To this end, the Member shall indemnify TRADEPRIVE, at its 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 here to TRADEPRIVE and/or to Users, by any person who considers that they have rights to enforce all or part of the Content published by the Member and/or in its use by TRADEPRIVE and/or Users. The Member agrees to indemnify TRADEPRIVE in the event that a third party submits a complaint or takes action against TRADEPRIVE in this regard, and to bear all the consequences, including financial consequences, that may result.
12.6 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 such Content. To this end, the Member is informed that its Contents are not verified or controlled by TRADEPRIVE prior to their online publication. The part of TRADEPRIVE will be limited to hosting this Content through the Platform and the Service.
12.7 TRADEPRIVE reserves the right, without notice or compensation, to modify or delete any Content that violates any provision of these Terms of Use, to close or delete the Member’s account and to terminate these Terms of Use with immediate effect.
13 PROVEN FRAUDS
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, irrespective of any other recourse.
14 RESOLUTION
14.1 The right of access to the Platform, the Service and all rights and obligations under these Terms of Use may be terminated at any time by the Member or TRADEPRIVE, without a specific reason, by e-mail. Any termination in accordance with the provisions of the Terms of Use will be effective only 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 remedies, TRADEPRIVE 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 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;
14.2.3 if the acts of the Member are liable to TRADEPRIVE, the Member, any other User or any TRADEPRIVE partner;
14.2.4 in the event that the Member’s conduct violates the Platform’s service level agreement, is potentially harmful, detrimental and/or unfair to the Platform, TRADEPRIVE and/or any Member.
14.3 Without prejudice to Article 14.2, in the event that a Party breaches any of its obligations under the Terms of Use, the other Party may terminate the right of access to the Platform immediately and by right, to the Service and all rights and obligations under these Terms of Use, following a formal notice to remedy the material breach that has been 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 as from the effective date of the termination as provided for in this Article 14. 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 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 force for the duration applicable to those provisions.
15 RESPONSIBILITIES
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 to be liable only for direct damages resulting from failure to comply with these Terms attributable to it.
15.2 TRADEPRIVE has only an obligation of "best efforts" (obligation of means) regarding the provision of the Platform and the Service. In addition, TRADEPRIVE, as the 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.
15.3 Unless proven fault can 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, of all or part of the Platform. TRADEPRIVE shall not be liable for any consequences that may be 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
15.4 Finally, TRADEPRIVE will not be liable if the non-enforcement or late execution of any of its obligations is attributable to an event or circumstance outside the control of TRADEPRIVE, and that could not reasonably have been expected 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 otherwise provided by applicable law, TRADEPRIVE’s liability to Reseller in the event of a breach of any of its obligations under this Agreement, for all causes and under any circumstances, shall not exceed the total amount, including taxes, of the sums actually paid by the Member in relation to the Products ordered that are the subject of the complaint.
15.6 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 customers, damage to reputation or loss of data.
15.7 TRADEPRIVE makes no warranty to Resellers in relation to the Products, their compliance, their availability or their suitability for the needs of Resellers. Only the Distributor is responsible for the Products, their availability, their compliance or their suitability to the needs of Resellers, as well as the Content, Product information and any warranties provided, if any.
15.8 TRADEPRIVE shall in no way be liable for the performance of sales contracts concluded between the Distributor and the Reseller through the Platform, as long as TRADEPRIVE’s liability for non-performance or poor performance of the sales contract is not proven. Accordingly, Reseller will not hold TRADEPRIVE liable for, nor will it make any claim against, it will take any legal action against or subpoena against TRADEPRIVE in relation to any non-compliance of a Product with the applicable order or regulations, non-compliance with economic regulations, the use of the Products or the execution of the sales contract between the Distributor and the Reseller.
15.9 Each User is invited to notify TRADEPRIVE of any breach of these Terms, in particular if this User notices that the Products do not comply with the terms of these Terms are offered for sale. You are invited to notify TRADEPRIVE via our contact form
16 TEST
16.1 The Parties acknowledge that the disclosure by TRADEPRIVE of registrations on TRADEPRIVE’s servers, which relate to the use of the Platform, including in particular the Members' nominative access codes, connection logs and any documents and e-mail exchanged through the Platform or in the context of these Terms and stored on TRADEPRIVE’s servers, will be considered evidence between the Parties.
17 DISPOSAL
17.1 No Party may transfer, assign or otherwise dispose, in whole or in part, of 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, TRADEPRIVE may freely transfer, assign or otherwise dispose of all or part of its rights or obligations or Terms, 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).
18 GENERAL PROVISIONS
18.1 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.
18.2 Unless expressly provided otherwise, these Terms 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 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.
18.3 If there is any difficulty in interpreting any of the titles given to the articles of these Terms and any of the provisions of these Terms, the titles will be declared non-existent.
18.4 For the execution of all terms of this agreement and for any consequence of this agreement, the Parties shall choose the respective addresses registered as their domicile. Any change to the address chosen by one Party for the aforementioned 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).
18.5 If any provision of these Terms is deemed null, void or unenforceable by any court in a final decision, that provision shall be removed without the Terms being null and void as a whole. The other provisions of the Terms will remain unchanged and continue to apply.
18.6 No forbearance, waiver 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 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.
18.7 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 do not create any obligation of obedience, mandate, partnership, joint venture, employer/employee, principal/lawyer or franchisor/franchisee between TRADEPRIVE and each Member.
18.8 These Terms of Use are drafted in Italian. If these Terms of Use are translated into one or more other languages, the Italian version will prevail.
19 APPLICABLE LAW - JURISDICTION
19.1 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.
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