TERMS & CONDITIONS RETAILERS
The B2B platform TRADEprivé can be accessed at www.tradeprive.com, or at any other address that can replace this . The platform is owned by Placecorner Store srl (hereafter PS) with its registered office in Italy, in Cagliari (09128), via Bellini 9 - Registered at the chamber of commerce of Cagliari with number CA-302163 and vat number 09854150921. All invoices to and from the parties will be issued by Placecorner store Srl.
These TERMS OF USE (hereinafter the "Terms") set forth the terms and conditions under which Users and Members may access and use the Platform and Service. The Terms apply to any User of the Platform, whether or not he or she is a Member.
1 DEFINITIONS.
1.1 Unless otherwise specified in these Terms, the following capitalized terms have the respective 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 object, description, name, alias, sign, photograph, image, sound, video, logo, and any other item provided by the Member on the Platform, including at the time of his or her registration, in an advertisement, email, or in a Distributor's sales area/account.
· "Distributor" or "Brand": means a Member who presents, offers, distributes, sells Products through the Platform, including when such Member is acting 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.
· "Claims Period": is generally 7 business days, from the actual date of delivery of the Products within which the Retailer may dispute the conformity of the delivery with the order. For the avoidance of doubt, if there is no dispute on the conformity of the order within this time period, the order will be considered as conforming and will unlock the payment to the distributor. The 7 days are calculated from the delivery date communicated by the carrier.
· "Confirmation Date": means the date on which the Retailer, confirms the compliance of the order, by email to support@tradeprive.com in accordance with the Deadline for Complaints. The email must be sent within 5 calendar days from the date of delivery (certified by the courier). Upon expiration of this period, the order will be considered compliant and unlocked credit.
· "User": indicates those who access the Platform without having registered.
· "Member": means any User who has registered on the Platform and whose registration has been approved by TRADEprivé.
· "Party": means, individually or together, TRADEprivé 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 and offline services of TRADEprivé, which are owned by TRADEprivé and made available to a Member through the Platform or provided by the TRADEprivé team as described in more detail in the Terms
· "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, particularly by means of an identifier such as a name, identification number, location data, online identifier, or one or more specific elements of his or her physical, physiological, genetic, mental, economic, cultural, or social identity.
· "Third Party Data" : means Personal Data provided by Distributors to TRADEPRIVE for the use of CRM functionality, including non-member resellers.
· "Personal Data Legislation" : means the applicable legislation relating to the protection of Personal Data and in particular the EU Regulation No. 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (the "GDPR") as well as any applicable legislation and regulations implementing, supplementing or replacing the GDPR or otherwise relating to the processing of Personal Data of natural persons, as well as binding guidelines and codes of conduct issued by the relevant supervisory authorities, where applicable.
2 DESCRIPTION OF SERVICES
2.1 The purpose of the Platform is to connect Distributors with Resellers for the purchase of 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 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 is acting for purposes within the scope of his or her trade, industry, craft, self-employment, or agricultural activities, even when such person is acting for or on behalf of another professional.
2.3 The sale of Products takes place only between Resellers and Distributors (or Brands), such Resellers and Distributors deciding on their own, at their discretion, on the entry into contracts through the Platform. TRADEprivé: (i) is neither a seller, reseller, nor the owner of the Products that are distributed through the Platform; (ii) never takes possession of the Products that are offered for sale; (iii) does not hold the Products in inventory; and (iv) does not hold the Products as a custodian or trustee of any kind. Therefore, TRADEprivé cannot be held liable for any acts or omissions that may be committed by Distributor (or Brand) or Reseller on its Platform.
2.4 The Platform and the Service are free of charge to Resellers, who will make no payment to TRADEprivé. Any payments made by Resellers on the Platform are intended for Distributors, who pay a commission (retained by TRADEprivé from the order amount) in consideration of the brokerage services rendered by TRADEprivé on purchases made by Resellers on the Platform.
3 TERMS OF ACCEPTANCE AND CHANGES TO TERMS OF USE
3.1 These Terms govern the relationship between TRADEprivé and each User. The documents referred to in the Terms are incorporated herein unless expressly stated otherwise. These Terms may be superseded by customized agreements between TRADEprivé and the Reseller such as the INTEGRATIVE NOTE detailing the activities between the parties incorporating, when agreed between the parties, changes requested by the parties from the standard flow of activities both online and offline
3.2 By registering for the Platform and using the Service, Member expressly agrees, without restriction, to be legally bound by all of the provisions of the Terms and Notes.
3.3 TRADEprivé reserves the right to change these Terms at any time, it is therefore up to Users to consult these Terms regularly. Changes made to these Terms will take effect three days 3 days after they are posted online.
4 PLATFORM AND SERVICE ACCESS
4.1 Access to the Platform is available to any User. However, access to the Service and the use of all its features require the User's prior registration as a Member. TRADEprivé reserves the right to accept or reject a Member's application for registration, in accordance with the terms specified on the Platform and/or at the time of registration. Registration of a legal entity as a Member may only be made by an individual authorized to represent that legal entity.
4.2 TRADEprivé reserves the right, at any time and at its sole discretion, to suspend or interrupt access to the Platform and/or the Service, in whole or in part, particularly for maintenance reasons, operational needs, internal choices, or in the event of an emergency.
4.3 TRADEprivé reserves the right to update the features and Service available on the Platform, at any time and at its sole discretion.
4.4 TRADEprivé reserves the right, at any time and at its sole discretion, to delete or edit any Content, including, but not limited to, for technical, commercial or practical reasons. It is understood that such interventions shall in no event give rise to TRADEprivé's liability or result in the payment of compensation or damages to a Member or User.
4.5 A Member who wishes to delete his or her account shall send a deletion request via email to TRADEprivé at support@tradeprive.com. Deletion of the Member's account will result in the immediate termination, as of right, of these Terms and the deletion of his/her profile(s).
4.6 TRADEprivé, which is a mere intermediary, does not control the information provided by Members and posted on the Platform. TRADEprivé makes no warranties, the Platform and the Service are provided on an "as is" and "as available" basis. In addition, TRADEprivé 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 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 required information and documents. Otherwise, TRADEprivé reserves the right not to validate the registration.
5.2 The Member agrees 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 pointing to an external website. TRADEprivé reserves the right, particularly in the event of a dispute between Members, to ask the Member who has not complied with the terms of this article to change the information provided and to do so within the time period specified by TRADEprivé.
5.3 In addition, the Member agrees to provide accurate, truthful, comprehensive, and current information at the time of registration and further agrees to correct such information later if the information becomes outdated or out of date. If the Member fails to comply with this obligation, TRADEprivé reserves the right to suspend and/or terminate the Member's account and deny that Member access to the Service. Each Member is solely responsible for the consequences of providing false, invalid, or incorrect information to TRADEprivé and/or other Members.
5.4 Each Member agrees to create and use only one account, except with the express prior approval of TRADEprivé. As soon as a Member registers or for any subsequent connection, a Member may access his or her account by entering his or her own login and password. A Member's login and password are strictly personal. The Member agrees to choose a strong password and to keep this password confidential.
5.5 The use of a Member's login, associated with the Member's password, shall constitute a presumption of proof that access to and use of the Service is being made by or under the control of such Member. In the event that a Member becomes aware that a third party has access to his/her account, the Member agrees to immediately change his/her password and promptly notify TRADEprivé via our contact form.
5.6 The Member has a duty to act in good faith and with respect toward TRADEprivé and other Members.
6 TERMS AND CONDITIONS APPLICABLE TO THE SALE OF PRODUCTS BETWEEN DISTRIBUTORS AND RETAILERS
6.1 The terms and conditions applicable to the sale of the Products are those defined by the Distributor, which the Reseller is encouraged to read before confirming his/her order.
6.2 Upon receipt of an order placed by the Reseller through the Platform, TRADEprivè forwards it to the Distributor for approval, prior to collection. The Distributor may accept, modify or reject the order. The case of non-acceptance or modification must do so promptly, reporting it within 3 days to TRADEprivé (email support@tradeprive.com ) which blocks automatic collection pending modification of the order. Once confirmed between the parties (Retailer and Distributor) the order and its amount, it will be unlocked collection.
6.3 Payment of the order by the Reseller will be made via the platform. The amount will be credited to the account indicated by the Distributor 7g after delivery to the Retailer and in the absence of any claim by the Retailer.
6.4 Reseller may pay for an order using vouchers and promotional codes that Reseller may have received from TRADEprivé. Reseller agrees that restrictions may apply to the use of these vouchers and promotional codes, such as only one voucher or promotional code per order, or a limited time for the use of a voucher or promotional code. Further, Reseller agrees that TRADEprivé is free to modify or terminate any voucher or promotional code program at any time, at its discretion, without giving rise to the payment of any compensation to Reseller.
6.5 The Reseller can pay for his order by credit card, debit card and bank transfer accessible at the time of checkout on the TRADEprivé platform. Payment eligibility is validated directly by the platform without intervention by TRADEprivé.
6.6 The Distributor is solely responsible for preparing the order and the package. Transportation will be the responsibility of TRADEprivé's couriers who will pick up the package(s) at the address provided by Distributor and deliver to the address agreed upon with Retailer. Each order will have a tracking number and the name of the courier that TRADEprivé will communicate to the Retailer via the platform and to the Distributor via email. Inside the package(s), the Distributor will insert the Delivery Document that will contain the list of products sold and the quantities, and wholesale prices do not have to be indicated as the online ones presentin the order are valid
6.7 Upon delivery of the order, the Retailer undertakes to verify the conformity of the order received, and to communicate within 6 days from the date of receipt (the date indicated by the courier will be the date) any discrepancies from the order. The communication with the details of the differences should be communicated by email to supporto@tradeprive.com. Upon receipt TRADEprivé will block credit and open a claim.
6.8 The Distributor agrees to include inside the package the order list with all products shipped with details of variants and quantities. This list must be signed by the Retailer on the date of delivery of the order and sent by email to TRADEprivé (support@tradeprive.com) who will file it as proof of delivery. In case there is a difference between order list and delivery, this must be detailed in the email mentioned in the previous point.
6.9 The Reseller agrees to comply with the laws applicable to the collection and processing of personal data it discloses to the Distributor during the sales process and to let any data subject, who is an individual, know that his or her personal data is disclosed to the Reseller under the conditions required by the applicable laws.
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 is not a reason to cancel all Products ordered, as the Reseller is bound by the order placed for the other Products that are available.
6.11 In the absence of receipt of the Product(s) ordered, the Retailer will submit (support@tradeprive.com) a complaint to TRADEprivé who will forward it to the Distributor. TRADEPRIVE reserves the right to intervene in order to facilitate the resolution of the complaint.
6.12 In the event that, as a result of a notice received from a Member or by act of TRADEprivé, TRADEprivé finds that Products are offered for sale that violate these Terms, TRADEprivé E reserves the right to:
· Remove these Products from the Platform;
· Block or suspend the Distributor's account;
· terminate these Terms effective immediately, such termination resulting in the termination 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 appropriate authorities and/or cooperate with the appropriate authorities upon request.
· The Reseller agrees 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, in the event that TRADEprivé becomes aware of any act or conduct of a Member outside the Platform (i) that aims to persuade or attempt to persuade all or part of the Retailers to leave the Platform, or that aims to encourage all or part of the Retailers 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 TRADEprivé, the Platform, any Member, and/or any third party; or (iii) that violates laws and regulations applicable to TRADEprivé in any other way, TRADEprivé reserves the right to terminate these Terms with notice effective immediately.
7 PROHIBITED USES OF THE PLATFORM AND SERVICE
7.1 Member agrees not to use the Platform and/or the Service for:
7.1.1 convince or attempt to convince all or any part of Users to leave the Platform, or encourage all or any part of Users not to buy or sell on the Platform or to stop buying on the Platform;
7.1.2 unfairly circumvent, divert and/or interfere (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 condones 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 someone else's privacy, illegal content, or content that is contrary to applicable laws;
· Publish or disseminate content that infringes on the intellectual property rights of others;
· Post or disseminate content that could be described as embezzlement, fraud, embezzlement, or any other criminal offense;
· Obtaining or attempting to obtain the transfer of sums of money in exchange for no delivery of a Product that complies with the terms of these
· send computer viruses, worms, Trojan horses, logic bombs, or any other malicious programs, files, or any other form of malware intended to damage, disrupt, suspend, destroy, and/or limit the functionality of any IT or telecommunications equipment;
· Carrying out commercial or advertising activities of any kind (especially sending unsolicited promotional messages, contests, sweepstakes, exchanges), or soliciting online payments or donations;
· damage any computer system or illegally intercept any named data or information, or breach 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, Member or employee or representative of TRADEprivé, imply that their statements and comments are supported or endorsed by TRADEprivé and/or use the Service to post or disseminate any content that could be harmful or could criticize TRADEprivé in any way;
· do any of the following when accessing and using the Service: request or otherwise attempt to collect, obtain or store personal information, passwords, account information or any other type of information about other Members;
· Hiding or masking the origin of communications;
· Use data mining tools, bots, or any other similar tools to collect and extract data related to the Platform;
· restrict, suspend, or prevent any person from using or accessing the Platform and/or the Service, or disrupt his or her access to the Platform and/or the Service, including, but not limited to, acting in any way to disrupt real-time discussions among Members;
· Obstruct the operation of the Platform and/or Service, servers, or network connections to the Platform and/or Service;
· take any action that could result in TRADEPRIVE's liability, or loss of the benefit of all or part of the services of TRADEPRIVE's partners and service providers, particularly its Internet service providers, payment service providers, financial partners, and/or storage partners;
· 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;
· violate requirements, procedures, policies, or regulations related to the networks that are connected to the Platform and/or Service.
7.2 In general, the Member agrees to refrain from any act or action that might violate the rights of third parties, applicable laws and regulations, and/or any contractual provisions binding on the Member, in any other way.
8 EFFECTIVE DATE OF THE TERMS OF USE
8.1 With respect to the User, of these Terms come into effect when the User first accesses the Platform and remain valid for the duration of the User's navigation through the Platform.
8.2 Except as provided above, these Terms shall take effect indefinitely with respect to any Member, as of registration .
9 PERSONAL DATA
9.1 TRADEprivé collects and processes personal data about Users and Members to manage the relationship with these Users and Members.
9.2 The manner in which personal data of Users and Members is collected and processed is described in TRADEprivé's Privacy Policy, available on the Platform and incorporated into these Terms. Any questions regarding the handling of personal data may be addressed directly to TRADEprivé 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 outset by TRADEprivé who will attempt to reach an agreement between the parties
10.2 The Distributor agrees to act with due care and diligence to properly resolve any complaints and, if applicable, in accordance with the requirements mentioned on the Platform.
11 PLATFORM OWNERSHIP - RIGHT OF USE
11.1 Intellectual property rights in the Platform and 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 TRADEprivé and/or third parties who are contractually bound to TRADEprivé. The Platform, Service and Elements contain trade secrets and proprietary confidential information.
11.2 Notwithstanding the foregoing, any Content provided by a Member is and remains the property of such Member, subject to the license granted by each Member to TRADEprivé 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 TRADEprivé grants a limited, personal, non-exclusive, non-transferable, 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 licensed right of access and use permits the User to view all or part of the Platform and Service in the context of such access and use, for the entire duration of the User's use of the Platform and/or Service. To the extent permitted by law, any rights not expressly licensed herein are expressly reserved to TRADEprivé and/or its licensors and partners.
11.4 You are authorized to access and use the Platform and/or Service only for business purposes (based on your Member or non-Member profile) and for your 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 that is not expressly authorized herein is expressly reserved to TRADEPRIVE and/or its licensors and partners.
11.5 Hyperlinks to the Platform using techniques such as framing or inline 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 CONTENT LICENSE
12.1 Each Member agrees to post Content to the Platform in accordance with these Terms of Use and any applicable legal and/or regulatory provisions.
12.2 By posting Content through the Platform, Member grants to:
· TRADEprivé, a royalty-free, non-exclusive, assignable, transferable, sub-licensable, worldwide license, for the entire term of these Terms of Use, to use, reproduce, represent, display, format, publish and disseminate the Content in the context of the provision of the Platform and the Service, and to perform any other act or activity in connection with such display, reproduction, representation, formatting, use, publication and/or dissemination, which is necessary or useful in the context of the provision of the Platform and the Service, in 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 restriction as to the number of copies, for internal, archival, advertising, promotional, marketing, communication, public relations purposes and for the purposes of implementing any partnership or sponsorship with TRADEprivé's partners. Member acknowledges that no use of its Content, which has been made by TRADEprivé prior to Member's deletion, deletion or termination of Member's account, or termination of these Terms of Use, may be challenged by Member;
· TRADEprivé, a royalty-free, non-exclusive, assignable, transferable, sub-licensable, worldwide license, for the full term of the intellectual property rights, to use, reproduce, and display 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, and analytical purposes, and for the purposes of improving the Platform and/or the Service;
· any User, directly, a royalty-free, non-exclusive, personal, non-transferable, non-sublicensable, worldwide license, for the duration of the Member's membership, to reproduce and perform the Content through the Service, for personal and/or professional purposes (depending on whether the User is a Member or not).
12.3 Member acknowledges that its Content may be viewed on the Platform by any User who can access the Products.
12.4 Member warrants that it is the exclusive owner, for the duration of the rights granted to TRADEprivé and Users, and for the entire world, of all rights necessary to exploit its Content as set forth in these Terms of Use, or that it owns the rights required to grant the license described herein.
12.5 To this end, the Member shall indemnify TRADEprivé, at first request, for any claim or action that may be taken or promoted, for any reason whatsoever, in connection with the exercise of the rights granted herein to TRADEprivé and/or Users, by any person who considers that he/she has rights to enforce all or part of the Content posted by the Member and/or in their use by TRADEprivé and/or Users. The Member agrees to indemnify TRADEprivé in the event that a third party files a claim or takes action against TRADEprivé in this regard, and to bear all consequences, including financial ones, that may result.
12.6 Member is and remains solely responsible for the Content it posts or disseminates through the Platform and for its compliance with applicable laws and regulations. TRADEprivé shall in no way be held responsible for such Content. To this end, the Member is informed that his or her Content is neither verified nor checked by TRADEprivé before it is published online. TRADEprivé's part will be limited to hosting such Content through the Platform and the Service.
12.7 TRADEprivé reserves the right, without notice or compensation, to edit or delete any Content that violates any provision of these Terms of Use, to terminate or delete the Member's account, and to terminate these Terms of Use with immediate effect.
13 PROVEN FRAUDS
In case of proven fraud (fraudulent copying, handling stolen property, illegal importation, etc.), or upon request, TRADEPRIVE reserves the right to disclose all necessary information, including personal information, to the competent authorities in charge of punishing such fraud and crimes, regardless of any other recourse.
14 RESOLUTION.
14.1 The right to access the Platform, the Service and all rights and obligations under these Terms of Use may be terminated at any time by the Member or by TRADEprivé, without specific reason, by email. Any termination in accordance with the provisions of the Terms of Use shall be effective only on the date of full payment of all amounts owed by the Member in accordance with these provisions.
14.2 Without prejudice to any other remedy, TRADEprivé reserves the right to terminate the right to access the Platform, the Service and all rights, in the following cases:
14.2.2 if TRADEprivé is unable to verify or authenticate the information provided by the Member and the Member does not follow TRADEprivé's verification and/or authentication requests;
14.2.3 whether the acts of the Member are likely to result in the liability of TRADEprivé, the Member, any other User, or any partner of TRADEprivé ;
14.2.4 in the event that Member's conduct violates the service level agreement related to the Platform, is potentially harmful, detrimental and/or unfair to the Platform, TRADEprivé and/or any Member.
14.3 Without prejudice to the provisions of Article 14.2, in the event that a Party breaches any of its obligations under the Terms of Use, the other Party may immediately and rightfully terminate the right to access the Platform, the Service and all rights and obligations under these Terms of Use, following a 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, Member's account will be automatically terminated, Member's access to the Platform will be disabled, and Member will no longer have access to the Service, all as of the effective date of termination as provided 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 termination. Finally, any amount owed by the Member will become immediately due. The termination will have no effect on pending 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 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 RESPONSIBILITY
15.1 The Parties shall be liable for any harmful consequences that may result from the performance or non-performance of their obligations under this Agreement. Each Party expressly agrees that it may be held liable only for direct damages resulting from failure to perform these Terms that are attributable to it.
15.2 TRADEprivé has only a "best efforts" obligation (means obligation) with respect to making the Platform and Service available. In addition, TRADEprivé, as the host of Content made available online by Members, accepts no responsibility for Content posted by Members through the Platform, as TRADEprivé does not perform any prior review of such Content.
15.3 Unless proven fault may be attributable to TRADEprivé, TRADEprivé shall not be liable for any damages potentially suffered by a User due to the use, or inability to use, all or part of the Platform. TRADEprivé will also not be liable for any consequences that may be caused by the User's Internet network or information system, such as a possible malfunction, failure or interruption of access to the electronic communications network, including the Internet.
15.4 Finally, TRADEprivé E's liability shall not be incurred in the event that the failure to perform or the late performance of any of its obligations is attributable to an event or circumstance that is beyond the control of T TRADEprivé, and which could not have been reasonably foreseen at the time these Terms were accepted, and whose effects could not have been avoided by using appropriate measures ("force majeure").
15.5 In any event, subject to applicable statutory provisions, TRADEprivé's liability to Retailer for breach of any of its obligations under this Agreement, for all causes and under all circumstances, shall not exceed the total amount, including taxes, of the sums actually paid by Member in respect of the Products ordered which are the subject of the claim.
15.6 In no event shall TRADEprivé 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 TRADEprivé makes no warranties to Resellers with respect to the Products, their compliance, availability or suitability for Resellers' needs. Only Distributor is responsible for the Products, their availability, their compliance or their suitability for Resellers' needs, as well as for the Content, information about the Products and any warranties provided, if any.
15.8 TRADEprivé shall not be liable in any way for the performance of sales contracts entered into between Distributor and Reseller through the Platform, until TRADEprivé E's liability for non-performance or poor performance of the sales contract is proven. Accordingly, Reseller shall not hold TRADEprivé liable for, nor shall Reseller make any claim against, take any legal action against, or subpoena TRADEprivé in connection with any non-compliance of a Product with the order or applicable regulations, non-compliance with economic regulations, use of the Products, or performance of the sales contract between Distributor and Reseller.
15.9 Each User is encouraged to notify TRADEprivé in the event of a violation of these Terms, particularly in the event that this User notices that Products that do not comply with the terms of these Terms are being offered for sale. The User is encouraged to notify TRADEPRIVE via our contact form.
15.10 The Parties acknowledge that the disclosure by TRADEprivé of records on TRADEprivé's servers pertaining to the use of the Platform, including in particular Member's named access codes, connection logs, and any documents and emails exchanged through the Platform or in the context of these Terms and stored on TRADEprivé's servers, shall be considered evidence between the Parties.
17 ASSIGNMENT
17.1 No Party may transfer, assign or otherwise dispose of all or any 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, TRADEprivé 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 shall remain liable for the actions and omissions of these 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 memoranda and bylaws. The willingness of the Parties to be part of a corporation as well as any joint and several liability to third parties or between the Parties are expressly excluded. Therefore, each Party agrees 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 expressly provided otherwise in this contract.
18.3 In the event of any difficulty of interpretation between any of the titles given to the articles of these Terms and any of the provisions of these Terms, the titles shall be declared non-existent.
18.4 For the performance of all terms of this Agreement and for any consequences of this Agreement, the Parties shall choose their respective registered addresses as their domiciles. Any change in the address chosen by a Party for the above purposes shall be binding on the other Party only if such change of address has been notified to such other Party by e-mail or through the Platform (if the option is available).
18.5 In the event that any provision of these Terms is held void, invalid or unenforceable by any court in a final decision, such provision shall be struck out without invalidating the Terms as a whole. The other provisions of the Terms will remain unchanged and will continue to apply.
18.6 No forbearance, waiver, or omission, regardless of duration or number thereof, in claiming/invoking the existence or a total or partial breach of any of the provisions of these Terms shall constitute a modification, cancellation of such provision or a waiver to invoke a prior, contemporaneous, or subsequent breach of the same or any other provision. Such waiver shall have no effect unless expressed in a written document signed by the person duly authorized to do so.
18.7 TRADEprivé, on the one hand, and the Member, on the other, are independent parties, each acting in its own name and on its own behalf. Unless expressly provided otherwise, these Terms do not create any bond of obedience, mandate, partnership, joint venture, employer/employer, principal/attorney or franchisor/franchisee between TRADEprivé and each Member.
18.8 These Terms of Use are written in Italian. In the event that these Terms of Use are translated into one or more other languages, the Italian 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 CONCERNING THE VALIDITY, INTERPRETATION, PERFORMANCE OR TOTAL OR PARTIAL TERMINATION OF THE BUSINESS RELATIONSHIP SHALL BE SUBMITTED TO THE COURT OF CAGLIARI WHICH SHALL HAVE EXCLUSIVE JURISDICTION.
February 2025