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TERMS AND CONDITIONS FOR USING THE MARKETPLACE FOR CIBILIAN USERS (CONTRACT)

TERMS AND CONDITIONS FOR USING THE MARKETPLACE FOR CIBILIAN USERS (CONTRACT)

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 User who has become an ambassador of the quality and excellence of certain products ("Cibiliano") promoted through the marketplace platform   https://www.cibilia.com/ (the "Website") and who invites the Manufacturer of these goods to sell the products on the Website. The data of each Cibilian will be supplied by them during registration on the Website in the Cibiliano Form (as defined below).

 Whereas

a) CIBILIA offers an e-commerce service for manufacturers of verified quality food and beverages, also providing users with the possibility of becoming ambassadors of such foods prepared to perfection by registering on the Website as "Cibilian";

b) Each product is identified by the "created by" attribute to inform the user if the product being viewed has been created by a Cibilian, a Food Maker or by the CIBILIA management.

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 Cibilian 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 Cibiliano must comply in order to access and use the CIBILIA platform.

Every Cibiliano that signs 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 Profile") which you can access by entering your credentials.

-       Through the Online Profile, it will be possible to invite the Manufacturers to sell the products on the Website and enter new, modify and/or delete 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 among the Customers and Manufacturers.

2. Declarations and Warranties of the Cibilian

The Cibilian 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 Cibilian declares and guarantees, jointly and severally with, the Food Maker 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 Cibilian 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 Profile Activation 

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

The Cibilian 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 Cibiliano of an e-mail from CIBILIA confirming that the registration was successful and will remain active for an indefinite period. 

The Cibilian, however, in order to activate its Online Profile and benefit from the services is required to send to CIBILIA all the documentation requested in the Cibiliano Form (hereinafter, the "Documentation"). CIBILIA will activate the profile of the Cibilian 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 Cibilian 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 Cibilian by sending an e-mail.

 4. Manufacturer Invitation on CIBILIA, and Activation of Food Maker's Online Shop

The "Cibilian" may invite certain Food Maker to sell their products on https://www.cibilia.com/ by entering the related company details in the interface of its Online Profile. 

Once the invitation has been processed and approved by the administration of https://www.cibilia.com/ , the invited Food Maker will be notified by e-mail. This e-mail will contain a link to redirect the information entered by the Cibilian so that the Food Maker can verify its correctness and eventually modify it. 

The Food Maker must choose its own password and accept the Terms and Conditions of the User Food Maker by selecting the appropriate flag. Once the invitation has been accepted and the relevant Online Shop of the Manufacturer has been created, the Food Maker authorises the Cibilian to manage its profile. 

All information provided by the Cibilian 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.

 5. Responsibility of the Cibilian

 The Cibilian assumes, jointly and severally, with the Food Maker, all responsibility for the products offered for sale on the Website and the commercial information it provides to CIBILIA for the publication of the products on the Website.

The Cibilian undertakes to ensure that the items sold on the Website are described in the best possible manner. The Cibilian is the profile manager of the products of which it is an ambassador and is responsible, jointly with the Food Maker, for all information entered there, 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 Cibilian 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 Cibilian 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.

 6. Indemnification

 The Cibilian 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 Cibilian 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.

7. 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.

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

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 Cibiliano declares to have read and to accept the payment conditions stipulated by CIBILIA with Mangopay which can be consulted at the link: https://www.cibilia.com/it/mangopay-termini-e-condizioni-italiano

For each product sold on https://www.cibilia.com/, CIBILIA collects a commission of 15% inclusive of VAT applicable.
The commissions for every "Cibiliano" are calculated on each product of "Cibiliano" that has been added, approved and listed for sale on https://www.cibilia.com/. The "Cibilian" receives a commission of 15% deducted from the 15% that CIBILIA receives on the sale of the product itself.

The commissions earned by the Cibiliano can be taken out from receivables from the purchase of products on https://www.cibilia.com/, or collected by bank transfer (free) or PayPal (for a fee).

The commissions due from CIBILIA to a Cibiliano user remain blocked until 14 days after delivery of the product to the Customer, i.e. after the right of withdrawal expires. If the Customer does not make use of the right of withdrawal, CIBILIA will pay the relative commission to the Cibiliano.

The CIBILIA management reserves the right not to recognise the commission to the Cibiliano if doubts or suspicions arise on the transaction that involves the commission.

9. Withdrawal and Termination of the Contract

The Cibilian 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 Cibiliano, 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 Cibiliano will not be able to publish new offers for the products endorsed by it; 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 Cibilian 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 Cibilian, 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 Cibilian 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 Cibilian fails to remedy the alleged breach, CIBILIA may immediately terminate the Contract by giving written notice to the Cibilian 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 Cibilian'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 Cibilian, 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 Cibilian by e-mail and will cease - at the discretion of CIBILIA - when the Cibilian will have remedied the problem or the problems that led to the suspension.

If the Cibilian 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 Cibiliano 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 Cibilian 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 Cibilian.

 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 Cibiliano at the addresses indicated in the Cibiliano 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 Terms and 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 (Declarations and Warranties of the Cibiliano); 5 (Responsibility of the Cibiliano); 6 (Indemnification); 9 (Withdrawal and Termination of the Contract); 10 (Suspension of Services and Termination of the Contract); 14 (Applicable Law and Jurisdiction).