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FOOD MAKERS MARKETPLACE MEMBERSHIP AGREEMENT

 TERMS AND CONDITIONS FOR THE USE OF THE CIBILIA MARKETPLACE ("MARKETPLACE MEMBERSHIP AGREEMENT")

 

Between

CIBILIA CAPUT CIBI SRL [EU VAT No. IT04187800711] with registered office in Via Luigi Galasso 16/a 71011 Apricena (FG), henceforth also referred to as “CIBILIA

and

Any natural or legal person who professionally carries out the production of food products (the "Food Makers") and who through the marketplace platform https://www.cibilia.com/   (the "Website") intends to make available own or third party products for the purchase. The data of each Food Makers will be supplied by them during registration on the Website in the Seller Form (as defined below).

Whereas

a)   CIBILIA offers an e-commerce service for Food Makers of verified quality food and beverages, also providing users with the opportunity to become ambassadors of such expertly prepared foods;

b) A Food Maker can register on the website  https://www.cibilia.com/either through the "Cibilian" invitation or independently;

c) The common interest of the Parties is the establishment of a contractual relationship indicating the terms and conditions for the use of the CIBILIA platform as well as the supply of the relative services to the Food Maker by CIBILIA.

1. Purpose

This Agreement governs the provision of the services listed below by CIBILIA as well as the rules of conduct to which the Food Maker must comply in order to access and use the CIBILIA platform.

All Food Maker that sign this Contract will be provided, once CIBILIA has accepted it as valid, the following services (hereinafter jointly "Services"):

-       Creation of a personalised section on the Website (hereinafter, "Online Shop") which you can access by entering your credentials.

-       Through the Online Shop it will be possible to enter new, modify and/or delete existing listings of goods and their photographs and descriptions;

-       Creation of a personal section dedicated to checking the status of orders and insertion of shipment tracking codes in order to facilitate the information flow for Customers.

2. Food Maker’s Declarations and Warranties

The Food Maker declares and guarantees to CIBILIA to have all the necessary authorisations, structural characteristics, skills and technical competences adequate to validly execute this Contract as well as all subsequent sales contracts with Customers concluded through the Website.

The Food Maker declares and guarantees that the products offered for sale on the Website have been produced and packaged in compliance with the applicable food laws and regulations and that they comply with the quality requirements requested by CIBILIA. 

The Food Maker declares to have read and expressly accept the General Terms and Conditions which can be consulted at the link https://www.cibilia.com/general-terms-and-conditions-of-use-and-sale

 for requesting the services provided by https://www.cibilia.com/.

These General Terms and Conditions may be subject to changes at any time by CIBILIA. It is understood that the applicable terms and conditions are those in force on the Website at the time of use.

3. Registration on the Website and Online Shop Activation

Access to the Services provided by https://www.cibilia.com/ to the Food Maker is subject to the creation of an account, for which the Food Maker is required to enter all the data requested in the electronic form available on the Website (hereinafter, the "Manufacturer Module"). 

The Food Maker undertakes: a) to provide CIBILIA with the personal information requested for the sales service through the https://www.cibilia.com/ platform  , also undertaking to keep this information updated and guaranteeing its truthfulness, completeness and accuracy. In the event that this commitment is not complied with, CIBILIA reserves the right not to confirm, suspend or delete the account.

b) to expressly accept this Contract by selecting the appropriate flag and clicking on the "Register" button without having to physically sign any paper form.

This Contracts enters into effect from the receipt by the Manufacturer of an e-mail from CIBILIA confirming that the registration was successful and will remain active for an indefinite period.

The Food Maker, however, in order to activate its Online Shop and benefit from the services is required to send to CIBILIA all the documentation requested in the Manufacturer Form (hereinafter, the "Documentation"). CIBILIA will activate the profile of the Food Maker once it has received the entire Documentation and has carried out its analysis. CIBILIA, in the case of incomplete, lacking or contradictory Documentation, may request additional Documentation from the Food Maker while suspending activation. It is understood that the activation takes place, in any case, at the total discretion of CIBILIA which may decide not to proceed with the activation of the account at its sole discretion. The activation or failure to activate will be notified to the Food Maker by sending an e-mail.

In compliance with the anti-money laundering laws, CIBILIA is in fact obliged to verify the Food Maker's company through official documents such as CHAMBER OF COMMERCE BUSINESS REGISTER FILE SEARCH or any other means it deems appropriate in order to protect its Users, the reputation of the website  https://www.cibilia.com/ and to protect itself from fraud.

All information provided by the Food Maker upon the original registration request will be included in the registration data, which will be processed and used by CIBILIA in compliance with the rules of confidentiality and security required by law, as indicated in the Privacy Policy.

4 Food Maker’s Liability

The Food Maker assumes all responsibility for the products offered for sale on the Website and for the commercial information that it provides to CIBILIA for the publication of the product sheets of the goods for sale on the Website.

The Food Maker undertakes to ensure that the items sold on the Website are described in the best possible manner. The Food Maker is the profile manager of the Website and is responsible, in some cases jointly with "Cibiliano", for all information entered therein, including product descriptions, product photos and any other content protected by intellectual property rights uploaded on https://www.cibilia.com/ . By publishing photos and other content on the Website, the Food Maker assumes all responsibility, as editor of the content pursuant to the law, and grants to CIBILIA the possibility of reproduction, uploading, display, transmission, and of conservation of the aforementioned contents.

The Food Maker undertakes, with respect to the content of its offers, to comply with all the provisions of applicable laws, with particular reference to the principle of contractual good faith and free competition.

5. Indemnification

The Food Maker declares and guarantees to be the owner of all the rights to use the photographs of the products and any other content uploaded on   https://www.cibilia.com/ and to indemnify and hold CIBILIA harmless from any claim by third parties with reference to published content.

By using the Website, the Food Maker agrees to indemnify and hold CIBILIA harmless from any liability and to hold it harmless from any damage, cost and expense, direct or indirect resulting from:

- any product that does not conform to those described in the product sheet published on https://www.cibilia.com/ ;

- errors, inaccuracies or illicit, illegitimate and/or false declarations in the offers presented on the Website

- consumption of products purchased through the Website;

- any activity related to participation on the Website contrary to the General Terms and Conditions.

6. Sales Prices

All the sales prices of the products indicated on the Website https://www.cibilia.com/ are expressed in Euro and include VAT. Delivery charges are not included in the price, but are shown and added at the end of the purchase process, before payment is made.

The Food Maker undertakes to align, for the entire duration of the relationship with CIBILIA, the selling price of its products to those published on the CIBILIA Website, in order to make CIBILIA's marketing plan more effective and to increase the sales volumes on this platform.

CIBILIA reserves the right to refuse the sale of a product if the same product of the same Manufacturer is present on other sales channels at lower prices. If the Manufacturer has its own e-commerce platform, the sales price applied cannot be significantly lower than the sale price of the same product listed on https://www.cibilia.com/ .

7. Order and Availability of Products

The Customer's order containing the Customer 's data and the order number, the price of the goods purchased, the shipping costs and the delivery address will be communicated to the Manufacturer as soon as this information is sent by the Customer. The Food Maker undertakes to check the actual availability of the products contained in the above order and to promptly notify CIBILIA of any corrections/changes to be made.

The Food Maker undertakes to log in at least once a day to the Online Shop in order to verify the possible receipt of purchase orders and/or communications from Customers and/or from CIBILIA as well as to respond within 12 hours of receiving the messages;

In the event of unavailability of one or more products, the Food Maker will immediately notify CIBILIA of this, so that the order will be adjusted with the removal of the unavailable product or products.

CIBILIA reserves the right to cancel all or part of an order in case of violation by the Food Maker of its General Terms and Conditions, in case of force majeure events or in case of violation of applicable laws.

In accordance with the legal provisions in force, the Customer has the right to withdraw from the purchase without any penalty and without specifying the reason, within the period of 14 days from the date of receipt of the products, by sending an e-mail to [email protected] , and according to the terms and conditions indicated in the General Terms and Conditions.

8. Payments and Commissions

CIBILIA uses a third-party company, Mangopay, to manage all payments and/or any refunds deriving from the online sale of goods made through the Website. The Food Maker declares to have read and to accept the payment conditions stipulated by CIBILIA with Mangopay, attached as Annex A.

For each product sold on https://www.cibilia.com/ , CIBILIA collects a commission of 15% inclusive of applicable VAT.

9. Withdrawal and Termination of the Contract

The Food Maker may withdraw from this Contract, with 3 months' notice subject to written notice sent to CIBILIA according to the procedures referred to in Article 12 below. The Parties acknowledge and agree that, in the event of withdrawal by the Manufacturer, CIBILIA will be entitled to commissions relating to orders received up to the effective date of the withdrawal, renouncing expressly to make claims for compensation for any reason from now. The Manufacturer will not be able to publish new commercial offers; however, it will be required to comply with and fulfil all the obligations assumed with Customers before the effective date of withdrawal.

CIBILIA may withdraw from this Agreement, with 30 days' notice subject to written notice sent to the Food Maker in the manner described in the following Article 12. The Parties acknowledge and agree that, in the event of withdrawal by CIBILIA, the latter will be entitled to the Commissions relating to the Services provided up to the effective date of the withdrawal.

In the event of non-fulfilment by the Food Maker, without prejudice to the provisions of Article 1455 of the Civil Code, the Contract can be terminated in the manner and terms described below.

In particular, if the Manufacturer violates one of the terms of this Contract or of the General Terms and Conditions, pursuant to and for the purposes of Article 1454 of the Civil Code, CIBILIA may notify in writing, by means of a detailed explanatory communication of the breach, to ask the Manufacturer to remedy it within 15 days.

If within this deadline established above, the Food Maker fails to remedy the alleged breach, CIBILIA may immediately terminate the Contract by giving written notice to the Manufacturer in accordance with the following Article 12. The effects of the termination will not extend to the services already performed and will remain subject to compensation for any damage suffered. 

This Agreement shall be deemed terminated by law, pursuant to and for the purposes of Article 1456 of the Civil Code, by mere written communication by CIBILIA with which it declares to avail itself of this express termination clause, without prejudice, in any case, to the Food Maker’s obligation to pay the fees due, as well as to compensate any further damages suffered by CIBILIA, in the case of violations, by the Manufacturer, with respect to the commitments undertaken pursuant to Articles 2, 4 and 5 of this Contract .

10. Suspension of Services and Termination of the Contract 

CIBILIA reserves the right to suspend the provision of services in the event of:

  • number of refunds to Customers exceeding 3% of sales revenues made through the Website in a calendar year;
  • number of complaints from customers exceeding 5% of orders received;
  • delays of more than two hours beyond the deadline in responding to chat messages sent by buyers as indicated in point 2 above,

The suspension of the services will be promptly communicated to the Food Maker by e-mail and will cease - at the discretion of CIBILIA - when the Food Maker will have remedied the problem or the problems that led to the suspension.

If the Food Maker has not remedied the causes of suspension of the service, CIBILIA will be able to immediately terminate the Contract by giving written notice to the Manufacturer in the manner set forth in Article 12 below. The effects of the termination will not extend to the services already performed and, in any case, will remain subject to compensation for any damage suffered. 

CIBILIA will try to resolve any disputes arising between the Food Maker and the Customer. In any case, CIBILIA will in no case be held liable for any damage caused by the product purchased or by any negligence of the Manufacturer.

11. Intellectual Property of the Platform

All content on the Website created by CIBILIA, including by way of example and not limited to the graphics of the web pages, trademarks, designs, other materials protected by copyright, are the exclusive property of CIBILIA which retains all the rights of Intellectual property.

12. General Provisions

The preamble and the annexes form an integral part of this Contract.

No modification, addition or exception to the provisions of this Contract can be effective unless accepted in writing or with express consent of both Parties.

This Contract cancels and supersedes in its entirety, in all its parts, the prior agreements between the Parties reached before the effective date of this Contract.

Without prejudice to the communications for which this Contract provides for a specific form, any communication requested or permitted under this Contract must be made in writing, by registered letter with acknowledgement of receipt, to the following address:

(i) for CIBILIA:

Via Luigi Galasso 16/a 71011 Apricena (FG),

(ii) for the Food Maker at the addresses indicated in the Food Maker Module or at the various addresses that each Party may communicate to the other after the date of signing of this Contract in accordance with the previous provisions, it being understood that at the addresses indicated above, or at the various addresses that may be communicated in the future, the Parties also elect their domicile for all purposes relating to this Contract.

Any communication will be deemed effectively and validly received on the date indicated on the related return receipt of the registered letter.

13. Privacy

The User can consult the   Privacy Policy of CIBILIA through the following link https://www.cibilia.com/privacy-policy-english

14 Applicable Law and Jurisdiction

These Manufacturer's Conditions are subject to Italian law.

For any dispute raised by the User arising from the service performed by https://www.cibilia.com/, the Court of Foggia has exclusive jurisdiction.

15. Express Acceptance

Pursuant to and for the purposes of Articles 1341 and 1342 et seq. of the Civil Code, the User declares to have read and understood and to expressly approve the following Articles: 2 (Manufacturer's Declarations and Warranties); 4 (Manufacturer's Responsibility); 5 (Indemnification); 9 (Withdrawal and Termination of the Contract); 10 (Suspension of Services and Termination of the Contract); 14 (Applicable Law and Jurisdiction).