MEMBERSHIP CONTRACTTERMS AND CONDITIONS FOR THE USE OF THE MARKETPLACE
-------------------------------------------------------------------------The K.G.A. International LTDRegistered office: Via Pere Toshev 2 / a - 2800 Sandanski - Blagoevgrad (Bulgaria) - VAT No: BG204465696
The aforementioned, as an integral, substantial and inseparable part of this agreement between the Parties specified and constituted below, is agreed and stipulated as follows
- It has created a horizontal Marketplace, with autonomous and self-managed areas dedicated to the sale of promotional items and services for commercial activities.
- The area of the site dedicated to sales will be presented to the Customer, on the model of a physical store, in which the Seller will be able to exhibit in the "showcase" · in full autonomy and without limits its traditional and / or multimedia products;
- The products on sale will be viewable, browsable and loaded by cart;
- The K.G.A. International LTD will carry out promotional and dissemination activities of the products for sale on its site, also by means of targeted reviews and publications on its Social channels;
- Per consentire una completa comprensione e accettazione delle condizioni generali di adesione contenute nel presente contratto, i seguenti termini assumono il significato di seguito indicato:
The K.G.A. International LTD · which provides spaces for Sellers to be able to sell their products.
Subject who sells products and who signs this contract with the Company K.G.A. International LTD ·, to use the latter's services.
The subject who accesses the Marketplace, without distinction of legal nature and pursued purpose, interested in the Seller's goods and / or services;
The website https://www.mystore016.com/en, which creates the meeting between supply and demand by relating Sellers with Customers interested in purchasing goods and / or receiving services;
This contract, which governs the conditions of the Seller's membership in the Marketplace;
The contract governing the relationship between the Seller and the Customer, published on the Marketploace;
All information concerning the Seller and / or its products and / or services and presentation elements (for example: descriptions, characteristics, prices, etc.) published on the Marketplace.
1. The Seller assigns a non-exclusive assignment to the Manager, who accepts, to put the Seller in relation, through the Marketplace, with the visiting Customers, interested in purchasing products, published and supplied by the Seller.
2. This contract governs the conditions for joining the Marketplace, it being understood that the Manager is in no case a contracting party to the sales contract concluded between the Seller and the Customers.
3. The Manager reserves the right to modify the General Conditions. In this case, the Manager will promptly send a communication to the Seller, without prejudice to the latter's right to withdraw.
3. Use of the Marketplace and methods of concluding the contract with the Customer
1. Any sale between the Customer and the Seller is not the subject of this agreement. The obligations arising from it will be exclusively borne by the Seller and will not imply any responsibility to the Manager under any profile.
2. The purchase order between the Customer and the Seller will be considered concluded when the Customer, after having made the payment, will receive, via e-mail, the formal confirmation of the order from the Seller, through the Marketplace.
4. The Seller acknowledges and guarantees that in no case will it conclude with the Customer any contracts whose object or obligations contravene applicable legal provisions. Failing this, the Manager will be entitled to terminate this contract with immediate effect. If the Seller is in doubt about the possibility of engaging in a specific service with the Customer, the Seller undertakes to seek prior consent from the Manager.
4. Seller joining the Marketplace
1. The use of the Marketplace is allowed only to adults. Any use by minors presupposes and implies the authorization and supervision of the parents or of those who exercise parental authority or guardianship. each title involved.
2. In order to join the Marketplace, the Seller will send all the data requested by the Manager by e-mail, in order to allow the completion of the sales space made available to the Seller.
3. The Seller undertakes to promptly notify the Manager of any changes to the aforementioned data. The Seller guarantees the truthfulness and completeness of the information transmitted to the Manager and will respond directly to any errors, forgetfulness or non-compliance in the update.
4. The Manager will send the Seller the confirmation of registration and the relevant credentials via an e-mail message to the address indicated by the Seller. With this message, the Seller will be notified of the acceptance of his request to join the Marketplace. This contract will therefore be deemed concluded and effective when the Seller receives acceptance from the Manager.
5. At the same time as registration, the Seller will receive login credentials to the Marketplace. The Seller guarantees the confidentiality of the credentials that it undertakes not to communicate to third parties, recognizing that it will be the only one to answer for the consequences of the use, even fraudulent, of these elements and maintaining the exclusive responsibility for the activities, of any nature. are, made on their account, declaring to indemnify and hold harmless the Manager from any and / or any claim, direct or indirect, should be advanced against the same, due to any violations of their account.
6. The Manager grants the Seller such personal access, which is non-transferable and non-transferable for the entire duration of membership in the Marketplace and for use limited to the needs arising from the execution of this contract.
5. Content posted on the Marketplace
1. The Seller acknowledges and accepts that, for reasons of presentation and ergonomics of the Marketplace, the Contents will be presented according to the instructions indicated by the Manager
2. The Seller undertakes to ensure the effective availability of the titles offered for sale in its own space, so as to be able to promptly process the orders received through the Marketplace.
3. The Seller also undertakes to update its catalog, inserting new publications, so as to make the offer proposed to Users always current.
4. It is up to the Seller to verify the conformity of the Content that will be made public to validate its accuracy and detect any errors. Should an inaccuracy, error and / or omission of any kind be found, the Seller undertakes to correct them without delay. Similarly, if the Manager should be informed of any error appearing on any page relating to the Seller, it will immediately inform the Seller, which in turn undertakes to immediately make the necessary changes and / or corrections. In the event of a non-compliance due to an error, the Seller undertakes to resolve all disputes arising with the Customers, connected to this incorrect information, and to inform the Manager.
5. In its capacity as host Marketplace, the Manager is not required to have a general obligation to monitor the Contents prepared by the Seller nor to the general obligation to research facts and circumstances that reveal illegal activities. However, the Manager undertakes to delete any content placed online on the Marketplace by the Seller upon simple request of anyone who mentions the illicit nature or facts and circumstances that may reveal this character.
6. The Seller grants the Manager, free of charge and for the entire duration of his membership, a license to reproduce and represent all the Contents published by him on the Marketplace. The Seller therefore undertakes not to hinder in any way the reproduction and representation of the aforementioned Contents by the Manager.
6. Publication of user ratings
1. The Seller explicitly authorizes the Manager to publish on the Marketplace the evaluations and / or reviews expressed by the Customers and the relative comments.
7. Obligations of the Seller
1. For the entire duration of this contract, the Seller undertakes to:
Do not copy, reproduce, download, republish, sell, distribute or resell any service provided by the Operator through the Marketplace any information, text, image, graphics, video, audio, directory, file, database, list and / or content available on the Marketplace. The use of any content or material on the Marketplace for any purpose other than those expressly permitted in this Agreement is prohibited. Furthermore, the Seller acknowledges and acknowledges that the Marketplace www.shop.mystore016.com and all related brands and distinctive signs (by way of example: website, app, brand, etc.) are the exclusive property of the Manager;
- Use the Marketplace for the sole purpose of using the services offered therein and undertake not to publish, transmit and / or otherwise disclose, through it, illegal content or in any case of an offensive, defamatory, harmful to the privacy of others or vulgar content, child pornography and / or contrary to morality or which incite criminal conduct. It also undertakes not to publish, transmit and / or otherwise disclose, through the Marketplace, content that includes or represents advertising for other products and services, even if not competing with those offered by the Manager;
- Not to use, allow or allow third parties to use the Marketplace for acts against morals, public order or with the aim of harassing the peace of others, damaging, violating or attempting to violate the secret of correspondence and in any case not to use in any way of the Marketplace to commit or encourage the commission of illegal acts of any kind;
- Do not post information that is defamatory, unfair or misleading to other Sellers and third parties on the Marketplace;
- Take advantage of the Marketplace and services as well as conclude contracts for the sale of products and / or services, so as not to violate any antitrust law and not to behave in any way or to conclude any anti-competitive agreement such as, by way of example only, that or that consisting in the fixing of prices between competing firms;
- Make use of the Marketplace and any services in accordance with the rules of law, the rules of treaties and the self-regulatory codes, including private ones, whether published or not on the Marketplace.
2. Al Venditore si obbliga a fornire al Gestore tutte le informazioni da quest’ultimo richieste ai fini della verifica dell’adempimento delle 2. The Seller undertakes to provide the Manager with all the information requested by the latter for the purpose of verifying the fulfillment of the obligations referred to in this clause.
3. Failure to comply with the above will result in the legal termination of this Agreement by the Manager
8. Obligations of the Manager
1. The Manager undertakes to always keep the Marketplace up-to-date and functioning, except for necessary breaks due to maintenance or updating or for any other technical reason. The Manager will not be liable for any interruptions and / or anomalies and / or flaws in the security system of the web service offered, where attributable to causes independent of its work; just as it will not be liable in any way in the event that the Seller assumes that it has suffered financial and non-pecuniary damage, of any kind, as a direct and / or indirect consequence of using the Marketplace.
2. The Manager undertakes to promote the MYSTORE016 platform on the web channels, so that it is visible to an increasingly wider audience.
3. The Manager undertakes to provide the Seller with access to the Marketplace and any applications connected to it.
4. Maintenance operations that may prevent the connection to the Marketplace will be promptly communicated to the Seller, except in the case in which interventions are necessary which, due to their particular urgency, do not allow the aforementioned notice to be given.
5. The costs of connection to the telematic network as well as those relating to computer and telematic equipment, software programs and any other tool or means necessary to connect to the Marketplace are the total and exclusive responsibility of the Seller.
1. As a fee for joining the Marketplace, the Seller undertakes to pay the Manager the following fees, against suitable tax documentation:
a minimum commission equal to 15% of the amount sold, VAT in Reverse charge - Article 21, paragraph 2 / VAT Law
10. User Payment
1. The Customer will pay the total fees due to the Seller for the purchase of goods and / or services directly through the Marketplace.
2. The Manager will pay every 30 days, directly to the Seller's online account, the fees for the purchase of goods and / or services paid by the Users at the time of purchase, net of the fees established above due to the Manager and shipping costs, as per the accounting summary which will be sent together with the payment.
By signing this Agreement, the Seller guarantees that:
1. is the owner of all rights relating to the publication and sale of the works, relieving the Manager from any action of recourse and / or claim for damages by the author or anyone else who can claim rights to the work itself;
2. all the information and documents provided by the same are true and real and will therefore hold the Manager and the Customers harmless and indemnified from any damage, loss, cost, expense and / or honor that may arise from the incorrectness or the untruthfulness of the information and the documents provided;
3. will hold harmless and harmless both the Manager and the Customers from any damage, loss, cost, expense and / or charge or consequence that derives from the activity carried out by the same, none excluded;
12. Compliance with the conditions of membership and checks
1. With the signing of this Agreement, the Seller undertakes to fully comply with these General Conditions for the entire term of validity and declares its full and complete acceptance of the same following its adhesion to the Marketplace.
2. The Manager expressly reserves the right to verify compliance with the conditions of adhesion, requesting any further information from the seller, which the latter undertakes to provide from now on, under penalty of termination by law of this Agreement.
3. If the Conditions of Acceptance are not respected by the Seller, at the time of signing this Agreement or subsequently, or the same makes false declarations regarding the same Conditions, the Manager reserves the right to terminate this Agreement with immediate effects, in any case, without prejudice to the right to compensation for any damage.
4. The Manager reserves the right to take legal action against the Seller if the lack of the Conditions of the same, provided for in this contract, or the false declarations made by the Seller, cause or may cause damage to the manager, to the Marketplace , to Customers or to other Adherent subjects.
13. Advertising on the Marketplace
The Manager reserves the right, at its sole discretion, to place advertisements on the Marketplace compatible with the activity carried out as well as links to other sites that comply with the obligations laid down in these General Conditions.
14. Transfer of this Agreement
1. The Seller may not in any way and in any form transfer this Agreement to third parties, even partially, without the written consent of the Manager.
2. The Manager expressly reserves the right to transfer, for a fee or free of charge, to lease, in whole or in part, the Marketplace to third parties, or to grant them any rights connected to the Marketplace itself.
3. In the event that the Manager intends, at its sole discretion, to make use of the option referred to in the previous point, it will notify the Sellers by direct communication, by registered letter with return receipt or PEC or by publication in a specific section of the Marketplace.
15. Disclaimer for the Manager
1. The Manager is exonerated from any and all liability towards the brands and any other entitled to the products or images published by the Seller on the Marketplace, as the Seller himself is responsible for what is published and sold on the platform and is guarantor of its legitimacy
2. The Manager will not be liable for direct or indirect, incidental or consequential damages, such as lost earnings, loss of business and / or commercial opportunities and anything that may arise from the management of the Marketplace and the services provided, in the event of errors, omissions and inaccuracies in the data transmitted even in the event of interruptions, suspensions, delays and anomalies in the management of the Marketplace and in the provision of services, even if deriving from technical problems, unless they are directly and immediately connected to a malicious or grossly negligent behavior of the same.
3. The Manager will not be liable for direct or indirect, incidental or consequential damages, such as lost profits, loss of business and / or commercial opportunities and any other damage that may derive from computer intrusions or other illegitimate intrusion or use of data by unauthorized third parties as well as by commercial fraud or other improper or illegitimate behavior by the participating companies, unless they are directly and immediately connected to a malicious or grossly negligent behavior of the Manager.
4. Under no circumstances will the Manager be held liable in relation to damages resulting from the malfunction of the Marketplace, directly or indirectly attributable to conduct or omissions of the hosting provider.
5. In no case will the Manager be held responsible for the fulfillment of the obligations arising from the contracts concluded by the Seller with other participating parties or with the Customers.
6. The seller undertakes to indemnify and hold harmless the Manager from any and / or any right or claim arising, even out of court, from such conduct or, in any case, as a result of the use of the Marketplace and / or its possible applications
16. Responsibility of the Seller
1. The Seller undertakes to indemnify and hold harmless the Manager from any and / or any right or claim that may be advanced against him in relation to the obligations that the Seller has undertaken to fulfill towards the Customer.
2. The Seller assumes all and wider responsibility for the contents provided by the same and published on the Marketplace. Therefore, the Manager will in no case be responsible for errors, omissions and inaccuracies in the data entered on the Marketplace by the Seller and / or other Sellers.
3. If disputes arise between Sellers and Customers and / or third parties and, consequently, legal actions are taken against the manager by Sellers and / or third parties, the Seller undertakes to compensate the Manager for the damages suffered due to such actions, if they have given cause directly or indirectly, by restoring all costs and expenses incurred, including legal ones.
17. Protection of the Manager's image
The seller, without prejudice to the other obligations placed on it by this Agreement, expressly undertakes to:
1. operate on the Marketplace respecting the highest standards of correctness and professionalism and, in any case, refrain from any action, initiative or behavior that may be or become inconvenient or prejudicial to the image or reputation of the Manager or that may cause discredit or prejudice at the same;
2. to ensure that its managers, collaborators, employees, subordinates, representatives and anyone who participates in activities committed under this Agreement refrain from any action, initiative or behavior referred to in the previous paragraph.
18. Duration and withdrawal
1. This Agreement has a fixed term of 12 months and will enter into force from the moment the Seller receives confirmation of registration and access to its online store within the Marketplace (Article 4 point 4)
2. The Parties may withdraw at any time with 30 days' notice, to be communicated by registered letter with return receipt or via certified e-mail.
3. The withdrawal exercised by the Manager will not entail the payment of any penalty and / reimbursement and / or compensation and / or consideration in favor of the Seller, without prejudice to the Manager's right to compensation for any damage that the latter may suffer due to the dissolution of the Contract and without prejudice to the Seller's obligation to pay the Manager, even after termination, any amount due by virtue of the non-compliance with these General Conditions.
1. Except for the disclosure obligations imposed by the applicable (Italian) legal provisions or by provisions of competent authorities, the Seller undertakes to keep it strictly confidential and confidential, not to disclose to third parties and not to use, except for what strictly necessary for the purposes of the execution of the General Conditions referred to in this Agreement, any data or information of which it has been made aware or simply has become aware in any form and / or on any support on the occasion and / or in relation to the negotiation, signing and / or execution of this Agreement.
2. The Seller therefore undertakes not to communicate and not to disclose, in the course of this Agreement and even after its termination, in any way and by any means, the Confidential Information (referred to in the previous paragraph) of which aware.
3. The Seller undertakes, also pursuant to art. 1381 of the Italian Civil Code, to ensure that all third parties to whom the Confidential Information indicated above will be made available for the purpose of executing the General Conditions referred to in this Agreement, including its employees, act in compliance with the above confidentiality obligations.
4. The violation, even partial, of the above obligations, in addition to giving the Manager the right to withdraw from this Agreement with immediate effect, without notice or any indemnity obligation, will entail the right of the Manager to compensation for damage.
20. Express termination clause
1. Without prejudice to any compensation for damage, this Agreement will be terminated by law pursuant to art. 1456 of the Italian Civil Code in the event that the Seller should violate even one of the following obligations: payment of the fees, where due, use of the Marketplace and methods of concluding (including timely delivery of the goods) of the sale to the Customer, Seller's obligations, Compliance with the Conditions of acceptance and verification, transfer of this contract.
2. Upon the occurrence of any of the events referred to in the previous point, the termination of the contract will take effect from the moment of receipt by the Seller of a communication by registered letter with return receipt or via PEC, containing the complaint of the non-fulfillment and the intention of the Manager to make use of this express termination clause.
21. Applicable law and competent court
1. This Agreement is governed exclusively by Italian law, also in accordance with the provisions of art. 3 of the Rome Convention of 19 June 1980 on the law applicable to contractual obligations.
2. All disputes that may arise in relation to the interpretation, validity and execution of this agreement will be devolved to the exclusive jurisdiction of the Court of Sandanski (Bulgaria), the place where the Manager has its registered office, any different being understood by consensus rule of judicial competence.
22. Final clauses
1. This Agreement constitutes the only agreement between the Parties with reference to the matters set forth and described therein. This agreement cancels and replaces any previous deed, document, written and / or verbal agreement between the Parties on the same matters regulated therein, having overall effectiveness and value.
2. The invalidity of one or more clauses or paragraphs contained in this Agreement will not affect the remaining provisions of the contract or any part of it. In the event that one or more of these clauses or paragraphs are declared invalid by a final decision, decree or sentence, this agreement will be interpreted as if such invalid clauses or points have not been included.
3. The General Conditions referred to in this Agreement remain valid and effective even in the event that the Manager decides to alienate, free of charge, rent or lease the Marketplace to third parties or grant them any right concerning the Marketplace itself.
4. Any modification to this agreement will not be valid and binding unless it results from a written deed signed by each of the Parties.
Read, approved and signed (insertion of the check for approval on the online contract)
For specific approval, pursuant to and for the purposes of art. 1341 cc, of the clauses: use of the Marketplace and methods of conclusion (including the timely delivery of the goods) of the sale to the Customer, Content published on the Marketplace, Seller's participation in the Marketplace, Duration and withdrawal, Seller's obligations, Guarantees, Compliance with Conditions of acceptance and verification, Transfer of this Agreement, Disclaimer for the Manager, Liability of the Seller, Protection of the Manager's image, Confidentiality, express termination clause, Applicable legislation and Jurisdiction.
SANDANSKI (Bulgaria) - 27 May 2020