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Terms and Conditions of use of FooDIGITALY

This document describes the terms and conditions (hereinafter, " T&C ") governing the use of the website www.FooDIGITALY.it FooDIGITALY.biz or FooDIGITALY.com (hereinafter, the "Marketplace"). The Marketplace is owned by Twoside s.r.l. based in Via Dante Alighieri 130, Sesto San Giovanni (MI). We recommend that you read these T&Cs and the privacy policy before using the Marketplace. By clicking on Register "Create", you irrevocably agree to be subject to these T&Cs and cannot be invoked or claimed to have knowledge of them. Acceptance of the T&Cs is a mandatory requirement for the use of the Marketplace and constitutes the signing of a contract between the Buyer and FooDIGITALY.

By accepting the T&Cs, the Buyer declares and guarantees that it has been informed in a clear, understandable and unequivocal manner.

The T&Cs apply and are intended to be an integral part of all transactions made by Buyers with Sellers on the Marketplace, the use of which is free of charge.

DEFINITIONS

Buyer: natural or legal person who owns a business and registers on the Marketplace to place orders and receive deliveries of products and services made available by the Sellers (as defined below) to their address or any different locations indicated at the time of the order.

 Sellers: the natural or legal persons acting as distributors, wholesalers or manufacturers of the products and services available on FooDIGITALY. 

Users : Buyer and Sellers jointly. 

Products: goods and services offered by Sellers on the Marketplace. 

GENERAL INFORMATION

According to the procedures established in the T&C, FooDIGITALY makes available to Users the Marketplace, a virtual space (c.d.  marketplace ) created and managed by the same within which the Sellers and Producers of Agricultural and Food Products come into contact and in particular the Buyers can purchase from the Sellers the Products offered for sale by the latter and conclude the related sales contracts with the Sellers. 

FooDIGITALY operates on the Marketplace and assumes the role of "service provider", therefore it does not make any sale of Products to Buyers. All transactions take place, pursuant to Legislative Decree no. 70 of 9 April 2003 containing provisions on electronic commerce, and in general all legislation on commerce, e-commerce and distance selling, sale of food products directly between the Buyer and the various Sellers. FooDIGITALY is therefore not involved in the determination of prices, delivery times, or in the fulfillment of the obligations assumed by the various parties involved.

ABILITY TO CONTRACT

Sellers registered on the Marketplace have guaranteed to possess all the licenses and authorizations necessary for the marketing of the products also online. In the event that a Seller does not have or loses such licenses/authorizations for any reason, the latter shall be solely responsible for all loss and damage caused to the Buyer.

FooDIGITALY may, at any time, temporarily suspend the Buyer's activity on the Marketplace and/or terminate this agreement if a Buyer does not have the legal capacity or is not entitled to use the Marketplace or has provided false, inaccurate or fraudulent information at the time of registration, as well as in the other cases provided for herein.

REGISTRATION

To register as a Buyer, you must have a company name or business that meets the conditions required by applicable laws and that is in possession of all authorizations, requirements and licenses for the sale of the Products purchased on the Marketplace.

To use the Marketplace, the Buyer must have access to the Internet. For access to and use of the Marketplace, it is necessary for the Buyer to register or consent to the registration made through a representative of the Seller or FooDIGITALY. For the purposes of registration, it will be necessary to create an account by filling in the Create your Account section the following data and any other information that may be required by law, as well as the Marketplace from time to time, for the effective use of the same (the "Data"): Company name, VAT number, , registered office address, postal code, delivery address,  e-mail address, telephone number, if available certified e-mail address (PEC) or unique billing identifier (SDI), sign and type of store. It will also be necessary to identify a contact person indicating the name, surname, and telephone number.

The Buyer declares and guarantees the truthfulness, accuracy, validity and authenticity of the Data entered in the Create your Account section and undertakes to keep them up to date. Otherwise, this constitutes a violation of these T&Cs, which may result, among other things, in the immediate termination of these T&Cs and the denial of access to the Marketplace.

Each account is unique and personal and as such non-transferable. The Buyer, therefore, is responsible for maintaining the confidentiality of his account, username and password, as well as is responsible for all activities carried out with his account by all users connected to it.

It is understood that under no circumstances can FooDIGITALY be held responsible in case of loss, dissemination, theft or unauthorized use by third parties, for any reason, of the access credentials of the Buyers.

The Buyer undertakes to indemnify and hold harmless FooDIGITALY from any damage, compensation obligation and/or sanction deriving from and/or in any way connected to the violation by the user of the rules on registration to the Marketplace or on the conservation of registration credentials.

FooDIGITALY will not be held responsible for the truthfulness, accuracy, validity and authenticity of the Data of the Sellers and Buyers nor for any failure by the owners of the Data to be updated.

The Buyer's registration will be monitored and confirmed by the Marketplace moderation team, which may deny membership at its discretion. Registration will allow the Buyer to make purchases of the Products offered by the Sellers on the Marketplace and to arrange the delivery of the Products.

Multiple registrations are prohibited, so each Buyer is only allowed to register once. If FooDIGITALY detects that a Buyer has made multiple registrations on the Marketplace, FooDIGITALY reserves the right to proceed immediately and without prior notice, to block the relevant account.

USE OF THE MARKETPLACE

  • INTERNET CONNECTION

FooDIGITALY strives to make the Marketplace available 24 hours a day,  but cannot in any way be held responsible if, for any reason, the Marketplace is not accessible and/or operational at any time. Access to the Marketplace may be suspended temporarily and without notice in the event of system failure, maintenance, repairs or for reasons completely beyond FooDIGITALY's control, such as, but not limited to:

  • events of force majeure or unforeseeable circumstances;
  • interruption of the supply of the electricity service;
  • lack of connectivity, Software errors, hardware failure, database problems, malfunctions, failure to provide pages and / or images, errors in algorithms in general, malfunctions of the Marketplace that are not attributable to willful misconduct and / or gross negligence of FooDIGITALY and / or that are attributable to the fact of the third party, including any suppliers that FooDIGITALY uses.
  • Site update

HOW TO PURCHASE

  • The Buyer, after selecting and adding the Products to the cart, must click on "CHECKOUT" and continue preparing the Order and define the delivery dates and payment methods and finally click on "Send order" to send the Order to the Seller.
  • In case of acceptance of the order, the Buyer will receive the Order confirmation and the summary of the Products purchased with a communication via e-mail to the address indicated at the time of registration.
  • If the Supplier does not have the availability of the Products with respect to the Order, the Seller will notify the Buyer upon receipt of the email with a summary of the Order and through messaging within the Marketplace.
  • In the event that the Buyer intends to exercise the right of withdrawal and cancel the Order, he must notify the Seller according to the indications provided by the Seller in its Special Conditions of Sale.

PAYMENT

The Buyer can make the payment according to the times and methods indicated by the Seller by clicking on "Go to payment" in the "Shopping Cart" section where the Special Conditions of Sale will be indicated.

The Buyer undertakes to pay the price of the Products indicated in the Order Confirmation and indemnifies FooDIGITALY from any request made by the Sellers regarding the non-payment or delayed payment by the Buyer of the amount due to the Seller.

The prices of the Products are determined and maintained within the Marketplace by the Sellers, therefore FooDIGITALY's liability is excluded if the invoice should show prices different from those indicated in the Order Confirmation.

It should be noted that the online payment system for Products that allows Buyers to pay Sellers on the Site is provided by Stripe Payments Europe, Limited - Italian Branch VAT/GST Number: 12221650968 Via Privata Maria Teresa, 4, 3rd Floor, Milan, 20123, Italy, hereinafter "Payment Service Provider".

For any complaint relating to online payment transactions, the Buyer is invited to contact FooDIGITALY Customer Service.

 

DELIVERY OF PRODUCTS

Deliveries of the Products are made by the Sellers to the delivery address and on the date indicated by the Buyer, subject to confirmation by the Seller.

The Seller shall be solely responsible for the fulfillment of all obligations in relation to the delivery of the Products, including legal obligations regarding packaging and labeling.

Buyers may address any of their requests relating to orders, their execution and delivery by contacting the Seller directly, or through FooDIGITALY Customer Service, using the contact details indicated on the site.

Only if the delivery is handled directly by FooDIGITALY and not by the supplier, FooDIGITALY will be responsible in case of non-delivery.

Suppliers will be solely responsible in any case for any partial deliveries, delivery errors, damaged products or non-conformity of the products themselves.

MARKETPLACE SECTIONS

After creating the account on the Marketplace, the Buyer will have three sections to start trading.

  • Business Profile

In this session the Buyer may:

  • View and write messages
  • View your order history
  • View and edit delivery points and email address
  • View pending orders
  • View and edit your wishlist

2. Shopping Cart

  • In this section the Buyer finds the products included in the cart and not yet purchased.
  •  

3. Suppliers

In this section, the Buyer may select the Sellers who are available to deliver to the area (please refer to the zip code indicated in the Create your Account section) where the Buyer is located.

4. Search Products

In this section the Buyer can select the products he wants to purchase on the Marketplace through the search bar.

5. Quick order

In this section the Buyer can purchase without necessarily registering on the site

DELIVERY OF PRODUCTS

Deliveries of the Products are made by the Sellers to the delivery address and on the date indicated by the Buyer, subject to confirmation by the Seller.

The Seller shall be solely responsible for the fulfillment of all obligations in relation to the delivery of the Products, including legal obligations regarding packaging and labeling.

Buyers may address any of their requests relating to orders, their execution and delivery by contacting the Seller directly, or through FooDIGITALY Customer Service, using the contact details indicated on the site.

Only if the delivery is handled directly by FooDIGITALY and not by the supplier, FooDIGITALY will be responsible in case of non-delivery.

Suppliers will be solely responsible in any case for any partial deliveries, delivery errors, damaged products or non-conformity of the products themselves.

INVOICING

The Seller shall be responsible and in charge of issuing the invoice for each order placed by the Buyer in accordance with applicable laws and regulations.

MODIFY ALIL MARKETPLACE

FooDIGITALY may add features or functionality, improve, change or modify the Marketplace at any time in its sole discretion and will communicate such changes to Users. FooDIGITALY will not be liable to Users for any problems arising from such changes.

BENEFITS FOR POINTS OF SALE

FooDIGITALY may recognize, even for limited periods, incentives to Buyers for the purchase by the latter of Products from Sellers through the Marketplace (hereinafter, "Incentive Programs"), in accordance with applicable legislation.

The details of the Incentive Programs, the terms and conditions for their access, will be determined by FooDIGITALY at its discretion from time to time and will be communicated to Users through publication on the Marketplace or by email.

PRODUCT WARRANTY

The Seller is solely liable to the Buyers for any defect in the quality of the products.

Any complaints about the non-conformity of the Products, requests for refunds, returns and replacements must be addressed by the Buyer directly to the Sellers.

PRIVACY AND PERSONAL DATA PROTECTION POLICY

Any information relating to personal data sent electronically through the Marketplace by the Buyer will be treated in accordance with the applicable legislation on the protection of personal data – and, in particular, Legislative Decree no. 196/2003, as amended by Legislative Decree no. 101/2018 (Privacy Code) and EU Regulation 2016/679 (General Data Protection Regulation) – and as indicated in the  Information on the processing of personal data published on the Site.

 

INTELLECTUAL PROPERTY

Buyers agree that the Marketplace, as well as all its contents (such as texts, graphic material – excluding what is downloaded from databases -, button icons, source codes and data compilations), are products owned by FooDIGITALY and / or licensed to it, protected by patents, intellectual property laws, copyrights, trademarks and international treaties. Likewise, Buyers acknowledge and agree that all right, title and interest associated with the Marketplace, including intellectual property rights and all improvements, modifications, revisions, derivative works, non-recurring engineering, customization products and integration activities, customer opinions and suggestions are and will remain the sole and exclusive property of FooDIGITALY and/or the third parties who have granted FooDIGITALY the licenses to use. These T&Cs and the rights deriving from them do not transfer any rights in the Marketplace to the Buyers. The graphic materials – excluding what is downloaded from databases -, logos, page headers, advertising phrases, written texts included in the Marketplace are trademarks, creations or commercial images owned by FooDIGITALY and / or third parties who have granted licenses of use.

Such trademarks, creations and trade dress must not be used by Users in a manner that may cause confusion between Users and third parties or in any way that discredits or defames FooDIGITALY.

FooDIGITALY is a registered trademark of Twoside S.r.l and the intellectual property of the Marketplace is owned by Twoside s.r.l.. No product or image on the Marketplace may be reproduced, duplicated, copied, sold, resold, or exploited for any purpose, in whole or in part, without the prior written consent of FooDIGITALY as a licensee in Italy, subject to the exceptions expressly provided by law.

RESTRICTIONS ON THE USE OF THE MARKETPLACE

The following restrictions apply to your use of the Marketplace. Failure to comply with these restrictions will constitute a violation of these T&Cs. Buyers agree not to: (a) create a browser, framework, content or graphical user interface (GUI) in the Marketplace; (b) interfere or attempt to interfere with and disrupt or attempt to disrupt the operation of the Marketplace; (c) interfere with or attempt to interfere with or violate the privacy or other rights of any third party, by collecting or compiling data and information about other Users without their express consent, whether manually or using a robot, spider, search or retrieval program, or any other automatic device or automated process to access the Marketplace,  websites, servers or databases to retrieve and/or extract data (d) impersonate or attempt to impersonate another person or entity or provide false or misleading information; (e) transmit or otherwise, make available through or in connection with the Marketplace any virus, "worm", "Trojan horse", or any computer code, file, application or program that is malicious or defective in nature and may damage or violate the operation of any hardware, software or telecommunications equipment, or any other code or component that is actually or potentially harmful,  prejudicial or invasive (f) use the Marketplace for any unlawful, unlawful or unauthorized purpose; and (g) access the Marketplace to create a product or service that constitutes unfair competition.

LIABILITY AND INDEMNITY

FooDIGITALY provides the marketplace to  allow Sellers and Buyers to get in touch. FooDIGITALY, their affiliates, directors, managers, employees and subcontractors assume no liability with respect to the Sellers, their employees or collaborators or any third party, including, without limitation: 

(a) any damage or loss resulting from the misuse of the Marketplace or lack of availability, absence or temporary or permanent closure thereof;

(b) the quality of the Products available in the Marketplace;

(c) compliance by each Seller with the quality, quantity and delivery time of orders placed by Buyers;

(d) the price differences that may exist between what is published in the Marketplace and what is actually invoiced by each Seller to the Buyers;

(e) any damage, loss or prejudice to Buyers caused by failures in the system, server or internet;

(f) Sellers' failure to comply with their contractual, legal, employment, tax and other legal obligations;

(g) damages by Buyers for fraudulent and unlawful use by third parties of the Buyer's account and means of payment

(h) prices, payments, collections, party infringements and claims arising from transactions made through the Marketplace;

(i) information posted by Buyers and Sellers and/or their sales representatives on the Marketplace; and

(j) cases of force majeure.

If FooDIGITALY collects comments and content from Buyers on the Marketplace, FooDIGITALY reserves the right to revise them. In the event that such comments and posted content violate these T&Cs and/or applicable law, FooDIGITALY has the right to remove such comments and content and to take any legal action permitted by applicable laws.

DURATION, TERMINATION AND DELETION OF THE CUSTOMER PROFILE

These T&Cs will be considered effective upon acceptance of the same at the time of registration and will remain in force indefinitely until any termination of this agreement.

FooDIGITALY reserves the right to cease operating all or part of the Marketplace, as well as to terminate this agreement and permanently terminate the account of a Buyer or Seller if they do not comply with these T&Cs. Such termination shall not give rise to any right to compensation or any other payment to you.

Without prejudice to other rights, in the event that the Buyer defaults on the obligations set out in the T&C or violates the same and following notification of the default and / or violation by FooDIGITALY, the latter does not fulfill or does not remedy the violation within 15 days (provided that the violation can be remedied), FooDIGITALY shall have the right to take any action it deems appropriate to manage the violation/default, including, but not limited to, the termination of the T&Cs with the consequent cancellation of the subscription to the Buyer's account, the suspension of access to the Marketplace, the prohibition of entry into the Marketplace, and / or the initiation of legal actions against the Buyer.

All provisions of the T&Cs remain valid even after the termination of the same. It is understood that any transaction between the Seller and the Buyer completed and concluded through the Marketplace prior to termination, must be fulfilled by the Seller and Buyer, unless otherwise agreed between them.

Registered Buyers may deactivate their account or request its cancellation by sending a written notice to the e-mail address info@FooDIGITALY.it

FooDIGITALY guarantees the Buyer the possibility to access his account to verify the Data entered in his profile, orders and these T&Cs.

T&C CHANGES

The applicable T&Cs are those in force on the date of dispatch of the order by the Buyer. Buyer agrees and acknowledges that FooDIGITALY may modify these T&Cs at any time and with a minimum notice of 15 days. Buyers will be notified of changes to the T&Cs by written notice, without prejudice to the right of Buyers to withdraw from the contract with FooDIGITALY before the expiration of the aforementioned term. In case of withdrawal by the Buyer, this will take effect after 15 days from the above communication. The updated version of the T&C will always be available in the Marketplace, therefore Users are invited to check which T&Cs are in force at the time of navigation.

APPLICABLE LAW AND JURISDICTION

These T&Cs and all disputes regarding the execution, interpretation and validity of this contract are subject to Italian law and the jurisdiction of the Court of Milan (MI).

If the Buyer is a microenterprise, all disputes regarding the execution, interpretation and validity of this contract are subject to the jurisdiction of the court in which the Buyer is established.

The Buyer, if it is a micro-enterprise, also has the possibility to resort to the Marketplace established by the European Commission for online dispute resolution ("ODR Platform"), through the assistance of an impartial body. The ODR Marketplace is accessible at the following link: https://ec.europa.eu/consumers... . 

COMMUNICATIONS

All communications sent by FooDIGITALY under the T&Cs will be sent to the e-mail address provided by Users when registering on the Marketplace.

Any information, complaint or matter relating to the Marketplace or the T&Cs must be sent to FooDIGITALY at the following e-mail address: informazioni@FooDIGITALY.it or at the registered office of FooDIGITALY, in Via Dante Alighieri 130, 20099 Sesto San Giovanni, Milan (MI).

MISCELLANEA

The Buyer may be subject to additional terms and conditions with respect to these T&Cs, which may apply at the time the Buyer purchases the Products from the Sellers, through the Marketplace.

In the event that any provision of these T&Cs is held to be unlawful or void, or for any reason unenforceable, such provisions shall be deemed separate from the T&Cs and shall not affect their validity.

UNFAIR CLAUSES

Pursuant to and for the purposes of Articles. 1341-1342 of the Italian Civil Code, the Buyer declares to have read and understood, and, therefore, to expressly approve the articles: 3 (Ability to Contract); 4 (Registration); 5 (Use of the Marketplace); 6 (Delivery of Products); 7 (Invoicing); 8 (Changes to the Marketplace); 9 (Complaints and returns); 13 (Liability and Indemnity); 14 (Duration, Termination and Cancellation of the Account); 16 (Applicable Law and Jurisdiction).