TERMS & CONDITIONS DISTRIBUTORS
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 (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.
Unless otherwise specified in these Terms of Use, the following capitalized terms shall 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, in an email, or in a Distributor's sales area/account.
"Distributor"= 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 a 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 to be in conformity 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 Claims. 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.
"Member": means any User who has registered on the Platform and whose registration has been approved by TRADEprivé.
"Party": means, individually or together, TRADEprivé, PC and/or the User and/or the Member and/or the Distributor.
"Product": means any product that a Distributor presents or offers for sale through the Platform. The Product must comply with the Terms of Use
"Service": means all TRADEprivé online services that are owned by PS and made available to a Member through the Platform, as described in more detail in the Terms
"User": indicates those who access the Platform without having
"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 TRADEprivé 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 Sales of Products take place only between Resellers and Distributors who decide on their own, at their discretion, to enter into contracts through the Platform. TRADEprivé: (i) is neither a seller, a reseller, nor the owner of the Products that are distributed through the Platform; (ii) never takes possession of the Products that are offered for sale; (iii) does not hold the Products in stock; and (iv) does not hold the Products as a custodian or trustee of any kind. Therefore, TRADEprivé cannot be held liable for any acts or omissions that may be committed by Distributor (or Brand) or Reseller on its Platform.
3 TERMS OF ACCEPTANCE OF 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 otherwise expressly stated . These Terms may be superseded by customized agreements between TRADEprivé and the Reseller such as the INTEGRATIVE NOTE that details the activities between the parties by incorporating, when agreed upon by 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 of Use at any time, so it is up to users to consult these terms regularly. Unless otherwise expressly stated in these Terms of Use, changes to these Terms of Use will take effect fifteen (15) calendar days after they are posted online.
4 PLATFORM AND SERVICE ACCESS
4.1 Access to the Platform is available to any User, whether a registered User or not. 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, nor shall they result in the payment of any compensation or indemnification 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 features of the Platform and the Service and offer Products for sale through the Platform, the User must first register with the Platform as a Member and provide all information and any required documents so that he or she may have access to all features of the Platform and the Service. Otherwise, TRADEprivé reserves the right not to approve 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 case of disputes 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 that may result from 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 that Member
5.6 The use of a Member's login, associated with the Member's password, is a conclusive presumption that access to and use of the Service is by or under the control of that Member. In the event that a Member becomes aware of third party access to his or her account, the Member agrees to immediately change his or her password and promptly notify TRADEprivé via our contact form.
5.7 The Member has a duty to act in good faith and with respect in its dealings with TRADEprivé and other Members.
6 ORDER MANAGEMENT
6.1 Distributor is responsible for defining on its own, and under its own responsibility, the terms and conditions of sale of its Products, specifying that the applicable delivery terms, applicable Product approval terms, and applicable payment terms are as defined in these Terms of Use and/or on the Platform, and that in the event of any contradiction with Distributor's terms and conditions of sale in relation to this matter, these Terms of Use and the information posted on the Platform shall prevail.
6.2 The Distributor agrees to clearly display the terms and conditions applicable to the sale of the Products, any business cooperation services, and any other obligations intended to further the business 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 ordering of the Products (minimum quantity to be ordered), any restrictions on the minimum quantity of Products to be ordered, the selling price of the Products, the terms of transportation and delivery, the time of transportation and delivery, and any other applicable terms and conditions of sale.
6.3 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).
6.4 the order and its amount, will be released collection. The Distributor shall also confirm realization time for products not in stock. Except in special cases, this time must be in line with what is stated in the Reseller's profile published on the platform. Any delays must be communicated to TRADEprivé, which will transmit them to the Retailer, who may reject the order if the time is too long (>60 days) compared to the published time.
6.5 The Distributor is solely responsible for preparing the order and the package. Transportation will be in charge of TRADEPRIVÉ's couriers and its delivery at the place of agreed with the 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.
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 6 days after delivery to the Retailer and in the absence of any claim by the Retailer.
6.7 The amount credited to the Distributor shall be inclusive of tax and net of the agreed commission. TRADEprivé will communicate amount to be invoiced to the Distributor to avoid errors and subsequent issuance of credit notes. The Distributor will issue an invoice to TRADEprivé (see legal header) which will credit the amount to the iban communicated by the Distributor within 48 h.
6.8 The Distributor agrees to include within the package the order list with all products shipped with details of variants and quantities. No wholesale prices shall be indicated because they refer to the prices on the online order. The DDT must be in the name of the Retailer. In case there is a difference between order list and delivery, the Retailer must promptly notify (via email to support@tradeprive.com) TRADEprivé within 5 days so that credit can be blocked to the Distributor.
6.9 TRADEprivé reminds the Distributor of its obligation to comply with all laws, regulations and obligations incumbent on it as a professional seller, particularly with regard to intellectual property legislation.
6.10 All orders placed by Reseller are independent of each other. The non-availability 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 event of non-receipt of the Product(s) ordered, the Retailer will file a complaint with the Distributor by sending an email to support@tradeprive .com, TRADEprivé who reserves the right to intervene in order to facilitate the resolution of the complaint.
7.DISTRIBUTOR OBLIGATIONS
7.1 Distributor shall indemnify and hold TRADEprivé harmless for any consequences relating to Distributor's breach of any of its obligations as a professional. Accordingly, Distributor agrees to be directly responsible for the payment of any sums, including sums awarded in court, court costs, attorney fees, and other sums that may be due in this regard, or to reimburse these sums to TRADEprivé upon first demand. In particular, Distributor warrants to TRADEprivé that it will respect the intellectual property rights of third parties, including design rights, patents, and trademarks.
7.2 Each Distributor agrees not to list and/or distribute Products that do not correspond, or do not correspond exactly, to a Distributor Product actually available for purchase for resale on the Platform; or that violate or are in violation of applicable laws and regulations or good morals, or that do not constitute authorized Products under the contractual provisions; in particular, each Distributor agrees not to list and/or distribute Products that are fraudulent Products (particularly Products held as a result of their receipt as stolen property or Products illegally imported) or Products that violate the rights of third parties, such as Products that violate intellectual property rights.
7.3 TRADEprivé draws Distributor's attention to the absolute necessity for any Distributor who places a Product for 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 the delivery of this Product to the Reseller.
7.4. 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 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.
7.5 In particular, in the event that TRADEprivé becomes aware of any act or conduct of a Member outside the Platform (i) that aims to convince or attempt to convince 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 the laws and regulations applicable to TRADEprivé in any other way, TRADEprivé reserves the right to terminate these Terms of Use with notice effective immediately.
7.6 Distributor warrants that it possesses all rights necessary to sell any Product that Distributor offers for sale on the Platform, and Distributor shall hold TRADEprivé harmless for any claim relating to the Content of an offer to sell a Product and/or the performance of the sale.
7.7 The Distributor agrees to offer its services and make purchases for resale on the Platform in its own name. Therefore, the Distributor agrees not to subcontract purchase transactions for resale, in whole or in part, to third parties.
7.8 In the event of a dispute between Distributors due to Content published by one of them (for example, in the event that a Distributor claims infringement or unfair competition), TRADEprivé will intervene in the resolution of the dispute to attempt a conciliation between the parties. In case of failure it will refer the management of the same to the competent Bodies. The amounts will remain blocked in the TRADEprivé account until the final outcome of the dispute, excluding commission which will be collected by TRADEprivé even if there is a complaint.
7.9 TRADEprivé reserves the right, without indemnity, to change the fee defined in Article 8.1 of these Terms of Use. In case of disagreement, the Member may terminate these Terms of Use on the effective date of such changes.
8 COMMISSION PAYABLE AND BILLING
8.1 In return for the Service provided, the Distributor agrees to pay TRADEprivé a commission, the rate of which will be communicated in advance between TRADEprivé and the Distributor. The amount of this commission excludes taxes and will be calculated on the taxable amount. The commission will be collected at the time of credit by withholding it from the 'amount of the order. TRADEprivé will issue specific invoice for commission collection to Distributor. The commission is in no way refundable.
8.2 Invoices will always be issued by PLACECORNER STORE SRL on behalf of TRADEprivé to the counterparts:
- Distributor: the invoice will be issued by Placecorner store srl for the fee, deducted from the order amount net of logistics (agreed wholesale prices). The Distributor will in turn issue an invoice to Placecorner store srl of the order amount communicated by TRADEprivé (net of the fee and logistics costs)
9 PROHIBITED USES OF THE PLATFORM AND SERVICE
9.1 Member agrees not to use the Platform and/or the Service for:
· lure or attempt to lure all or part of the Resellers away from the Platform, or encourage all or part of the Resellers not to purchase on the Platform or to stop purchasing on the Platform;
· Unfairly circumvent, divert and/or interfere (or attempt to circumvent, divert and/or interfere) with a paid service on the Platform;
· publish or disseminate content that is shocking, inappropriate, obscene, threatening, abusive, violent, rude, racist, insulting, defamatory, libelous, disparaging, misleading, discriminatory, harassing, embarrassing, pornographic or child pornographic, 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 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 is likely to 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 Terms of Use and that has a value equivalent to the requested sums;
· 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 pretend in any way 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 critical of 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 TRADEprivé's liability or loss of the benefit of all or part of the services of TRADEprivé'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 TRADEprivé or the Platform and/or constitute acts of unfair competition or free riding against TRADEprivé, any other Member and/or third parties;
· violate requirements, procedures, policies, or regulations related to networks that are connected to the Platform and/or Service.
9.2 In general, the Member agrees not to perform any act or action that would violate the rights of third parties, applicable laws and regulations, and/or any contractual provision binding on the Member, in any other way.
10 EFFECTIVE DATE OF THE CONDITIONS OF USE - TERMINATION OF THE CONDITIONS OF USE
10.1 In respect of the User, these Terms of Use come into effect when the User first accesses the Platform and remain valid for the duration of the User's navigation through the Platform.
10.2 Notwithstanding the foregoing, these Terms of Use shall take effect indefinitely with respect to any Member, as of the Member's registration, unless these Terms of Use are terminated in accordance with Article 16 of these Terms of Use.
11 DATA COLLECTION AND PROCESSING
11.1 TRADEprivé, in its capacity as data controller, collects and processes personal data about Users and Members to manage the relationship with these Users and Members.
11.2 The manner in which personal data of Users and Members is collected and processed is detailed in TRADEprivé's privacy policy, available on the Platform and incorporated into these Terms of Use. Any questions regarding the handling of personal data may be addressed directly to TRADEprivé at: privacy@TRADEprivé.com.
12 PROCESSING OF PERSONAL DATA BY THIRD PARTIES
12.1 In the course of providing CRM functionality to Distributors, TRADEprivé may process third party data. The Parties acknowledge and agree that TRADEprivé processes third party data as a data processor, exclusively on behalf of Distributor, in accordance with Distributor's instructions and under its sole responsibility. The TRADEprivé Data Processing Agreement, , governs TRADEprivé's processing of such third-party data. This data processing agreement is incorporated by reference into and forms an integral part of these Terms of Use. For the avoidance of doubt, in the event that the retailer whose third-party data is processed by TRADEprivé becomes a Platform Member, the personal data relating to him or her will then be processed by TRADEprivé as the data controller in accordance with Article 11 of the Terms of Use.
12.2 The Distributor, as data controller, warrants to TRADEprivé that it has complied and will comply with all its obligations regarding the collection and processing of third party data in accordance with data protection legislation. Distributor shall indemnify TRADEprivé for all consequences of Distributor's failure to comply with its obligations under this section. Distributor shall pay directly to TRADEprivé all sums, including any administrative penalties, judgments, court costs, attorneys' fees, and other sums that may be due in connection with such obligations (or shall reimburse TRADEprivé upon first demand).
112.3 In any event, in the event that (a) the third-party data processing activities implemented by TRADEprivé pursuant to these Terms of Use should be interpreted under data protection legislation as if TRADEprivé and Distributor were acting as co-owners and/or (b) a supervisory authority, court or any other administrative, governmental or judicial authority were to find that TRADEprivé and Distributor were acting as co-owners, the Parties agree that, given the manner in which the processing of such third-party data is implemented, it is the responsibility of the Distributor to comply with all obligations under data protection legislation, and in particular the obligation to collect lawful, fair and transparent data, the obligation to inform data subjects, and the obligation to allow data subjects to exercise their rights. The Distributor undertakes to ensure TRADEprivé's compliance with this obligation and to indemnify TRADEprivé, under the conditions provided for in Article 12.3 of these Terms of Use, in the event of a breach of this article.
13 COMPLAINTS.
13.1 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
13.2 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.
14 PLATFORM OWNERSHIP - RIGHT OF USE
13.1 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.
14.2 Notwithstanding the foregoing, any content provided by a Member is and shall remain the property of such Member, subject to the license granted by each Member to TRADEprivé and Users pursuant to Article 14 of these Terms of Use and subject to TRADEprivé's rights to personal data and third party data collected and/or processed pursuant to these Terms of Use.
14.3 Subject to the User's compliance with the terms and conditions of these Terms of Use, TRADEprivé grants the User a limited, personal, non-exclusive, non-transferable, non-assignable license, without the possibility of sublicensing, to access and use the Platform, such 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 right of use allows 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.
14.4 You are authorized to access and use the Platform and/or Service only for business purposes (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 using the Member's login and password to access the Platform. To the extent permitted by applicable law, any other use not expressly authorized herein is expressly reserved to TRADEprivé and/or its licensors and partners.
14.5 Hyperlinks to the Platform, using techniques such as framing or inline linking, are strictly prohibited.
14.6 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.
15 CONTENT LICENSE
15.1 Each Member agrees to post Content to the Platform in accordance with these Terms of Use and any applicable legal and/regulatory provisions.
15.2 By posting Content through the Platform, Member grants to:
· TRADEprivé, a royalty-free, non-exclusive, assignable, transferable, sublicensable, worldwide license for the full term of these Terms of Use,
· TRADEprivé, a royalty-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, 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 to improve 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).
· Member acknowledges that its Content may be viewed on the Platform by any User who can access the Products.
· Member warrants that it is the exclusive owner, for the term of the rights granted to TRADEprivé and Users, and for the entire world, of all rights necessary to exploit its Content as provided herein, or that it owns the rights required to grant the license described herein.
· To this end, the Member shall indemnify TRADEprivé, upon first request, for any claim or action that may be made or brought, 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 claim in 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 such a claim or takes such action against TRADEprivé to bear all consequences, including financial consequences, that may result.
· The 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 this Content. To this end, the Member is informed that its Content is neither verified nor checked by TRADEprivé before it is published online. TRADEprivé's part will be limited to the hosting of this Content through the Platform and the Service.
· 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, under the conditions set forth in Article 16.2.
16. PROVEN FRAUD.
In case of established fraud (fraudulent copying, handling stolen property, illegal importation, etc.), or upon request, TRADEprivé reserves the right to disclose all necessary information, including personal information, to the competent authorities in charge of punishing these frauds and crimes, without prejudice to any other recourse.
17 RESOLUTION.
17.1 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 cause, by email or through the Platform. Any termination under the terms of this Section 16.1 shall be effective only upon the date of payment in full of all amounts owed by the Member under the terms of these Terms of Use
17.2 Without prejudice to any other remedy, TRADEprivé reserves the right to terminate your right to access the Platform, the Service, and all rights and obligations under these Terms use as of right, effective immediately, in the following situations, such situations are described as serious violations:
· 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;
· whether the Member's acts are likely to cause TRADEprivé, the Member, any other User, or any partner of TRADEprivé to be held liable;
· 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.
· Subject to Article 17.2, in the event that a Party breaches any of its obligations under the Uses, the other Party may terminate the right to access the Platform, the Service and all rights and obligations under these Terms of Use immediately and as of right, at following a formal notice to remedy the material breach that has remained unsuccessful for one (1) month.
· Upon termination pursuant to the terms 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 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 termination. Finally, any amount owed by the Member will become immediately due. Termination will have no effect on orders for Products in progress, such orders remaining subject to the terms of these Terms of Use.
· 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 termination of these Terms of Use, whatever the reason for such termination, will remain in effect for the duration applicable to such provisions.
· At the request of the Member up to the effective date of termination, the Content may be exported in a format and with financial terms to be agreed upon, if applicable, between the Parties. After the effective date of termination, TRADEprivé reserves the right to delete the Content at any time, without prejudice to the license granted on the Content
18 RESPONSIBILITY
18.1 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 a failure to perform these Terms of Use attributable to it.
18.2 TRADEprivé has only a "best efforts" obligation (means obligation) with respect to making the Platform and Service available. In addition, TRADEprivé, in its capacity 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.
18.3 Except if a proven fault may be attributable TRADEprivé, TRADEprivé shall not be liable for any damages potentially suffered by a User due to the use or inability to use, in whole or in part, the Platform. TRADEprivé shall also not be liable for any consequences that would have been 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.
18.4 Finally, TRADEprivé's liability shall not be incurred in the event that the failure to perform or the late performance of any of its obligations would be attributable to an event or circumstance which is beyond TRADEprivé's control and which could not have been reasonably foreseen at the time these Terms of Use were accepted and whose consequences could not have been avoided by the adoption of appropriate measures (force majeure).
18.5 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 goodwill, loss of customers, damage to reputation, or loss of data.
18.6 Each User is encouraged to notify TRADEPRIVÉ in the event of a violation of these Terms of Use, particularly in the event that this User notices that Products that do not comply with the terms of these Terms of Use are offered for sale. The User is invited to notify TRADEprivé via our contact form.
18.7 The Distributor shall also be solely responsible for the performance of sales contracts entered into with Resellers through the Platform, as long as TRADEprivé's liability for non-performance or poor performance of the sales contract is not proven by the Distributor. Accordingly, Distributor agrees to indemnify TRADEprivé and hold TRADEprivé harmless with respect to any liability, claim, suit, or proceeding brought against TRADEprivé by any User, Member, Reseller, or third party, or by any administrative authority, in connection with a Product's non-compliance with applicable regulations, non-compliance with economic regulations, use of Products, or performance of the sales contract between Distributor and any Reseller. The Distributor then agrees to be directly liable or to reimburse TRADEprivé upon demand for the payment of any and all sums, including sums awarded in court, court costs, attorney's fees, and any other amounts due in connection therewith.
18.8 Distributor is advised to take out professional and liability insurance with an insurance company known to be solvent, to cover the liability Distributor may incur, on any legal basis, for damages of any kind that Distributor may cause in the context of the performance of these Terms of Use. Distributor will provide TRADEprivé upon request with evidence to support the taking of such insurance.
19 ASSIGNMENT
19.1 No party may transfer, assign, or otherwise dispose of all or any 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, TRADEprivé 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 TRADEprivé has the right to subcontract all or part of its obligations to any third party subcontractor of its choice. TRADEprivé shall remain liable for the acts and omissions of these subcontractors. It is expressly agreed between the parties that TRADEprivé's payment service provider (i.e. Stripe) is a provider independent of TRADEprivé and that it does not act as a subcontractor to TRADEprivé. Therefore, TRADEprivé 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 making one party the attorney, agent, or representative of the other party, nor as constituting memorandum and articles of association. The willingness of the parties to be part of a corporation (affectio societatis), 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 respect and not to make any commitment or provide any guarantee on behalf of the other party, unless expressly provided otherwise in this contract.
20.3 In case of any difficulty of interpretation between any of the titles given to the articles of these Terms of Use and any of the provisions of these Terms of Use, the titles shall be declared nonexistent.
20.4 For the performance of all terms contained herein and for any consequences arising therefrom, the parties shall choose their respective domiciles 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 via the Platform (if the option is available).
20.5 In the event that any provision of these Terms of Use is held void, invalid or unenforceable by any court in a final decision, such provision shall be struck out without invalidating the Terms of Use as a whole. The other provisions of the Terms of Use will remain unchanged and continue to apply.
20.6 No waiver, forgiveness, or omission, regardless of its duration or number, in claiming/invoking the existence or a total or partial breach of any of the provisions of these Terms of Use shall constitute a modification, deletion 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.
20.7 TRADEprivé, on the one hand, and the Member, on the other hand, are independent parties, each acting in its own name and on its own behalf. Unless expressly provided otherwise, these Terms of Use do not create any bond of obedience, mandate, partnership, joint venture, employee/independent, principal/attorney or franchisor/franchisee relationship between TRADEprivé and each Member.
20.8 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.
21 APPLICABLE LAW - JURISDICTION
21.1 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.
21.2 EXCEPT AS PROVIDED BY LAW, ANY DISPUTE RELATING TO THE VALIDITY, INTERPRETATION, PERFORMANCE OR TOTAL OR PARTIAL TERMINATION OF THE BUSINESS RELATIONSHIP SHALL BE SUBMITTED TO THE COURT OF CAGLIARI OF WHICH SHALL HAVE EXCLUSIVE JURISDICTION.
February 2025