GENERAL CONDITIONS OF THE SERVICE FOR THE PROMOTION OF THE SALE OF USED PRODUCTS
The Seller is a private consumer or a company (i.e. a natural person or a firm/company) that uses the Her-Age Services (as defined below) for a purpose that can be considered unrelated to his or her activity or profession for the natural person as conducted on an occasional and non-professional basis acting, therefore, under his or her own tax code or related to his or her business activity for the firm/company conducting professional and stable activity with a VAT number (hereinafter, the "Seller").
The Seller shall carefully read and accept the following general terms and conditions of business (hereinafter, the "GTC") in order to personally sell its Products (as defined below) on the Her-Age platform, which have been shipped by the Seller to Her-Age or taken delivery of by Her-Age under a service contract for the promotion of sales by means of a mandate for the provision of services pursuant to Article 1655 of the Italian Civil Code, which authorises Her-Age to promote sales by collecting the price in the name and on behalf of the Seller and the subsequent remittance of the profit in favour of the Seller (Seller's Profit), i.e. the sale price net of commissions for services rendered.
The Products, in fact, always remain the property of the Seller until the sale, even if located at Her-Age, which performs the sole function of service provider for the promotion of the sale of the Products of the Seller through a contract for the provision of services art. 1655 c.c., for consideration, which provides for the collection of the price in the name and on behalf of the Seller and the remittance in favour of the latter of the profit of the sale intended as the sale price net of commissions for Her-Age services.
These GTC describe the terms and conditions applicable to access to the services of the Her-Age www.her-age.com platform (hereinafter, the "Site") for the assistance and promotion of the sale, by means of a contract of services pursuant to article 1655 of the Civil Code, of the Products through the Site.
In sales, the natural person Seller acting with a tax code, not on a professional or occasional basis, undertakes and is obliged to issue a receipt/receipt in favour of the Buyer, if explicitly requested by the latter, while the professional company Seller with VAT number undertakes and is obliged to always issue a regular invoice in favour of the Buyer, beyond the latter's request.
This document is a legally binding agreement between the Seller, who will have previously registered on the Site, and the company Her-Age Srl, with registered office in Via Aosta n.13, 20155 Milan (MI), Italy, registration number with the Companies' Register of Milan - Monza - Brianza - Lodi tax code and VAT number 03296311206 and REA n. MI -2015442 ("Her-Age"), as owner and operator of the Site.
For the purposes of this document,
"Products" means second-hand items such as clothing, shoes, bags and accessories owned by Sellers and promoted for sale through the Site.
"Her-Age Services" relating to the promotion of sales by contracting services including (a) the registration of the Seller on the Site and the creation of a personal page of the Seller on the Site (hereinafter, the "Seller Account"); (b) the custody of the Products; (c) the verification of the authenticity, quality and condition of the Products (d) promoting the sale of the Products, by creating and posting a description of the Products together with photos, (i) on the Site, (ii) on Her-Age's smartphone application (the "Her-Age App"), (iii) at Her-Age's sole discretion, promoting the sale of Products in any pop-up shops and Her-Age shops (the "Her-Age Stores"); (e) the management of all activities relating to the promotion of the sale of the Products to the users of the Site (hereinafter, the "Buyers"); (f) in the event of a successful sale of any Product, the service of packaging and shipping to each Buyer; (g) the collection in the name and on behalf of the Seller of the amount paid by each Buyer, corresponding to the Final Sale Price (as defined below) (h) payment of the Seller's Profit (as defined below) on each Sold Product (as defined below) less commission for Her-Age services; and (i) return of any unsold Product to the relevant Seller within the agreed timeframe.
- APPLICATION AND ACCEPTANCE OF THE GTC
Therefore, in order to use the Her-Age Services, the Seller must carefully read and accept these GTC.
1.2 The Seller, by accepting these GTC, declares that it has all the necessary requirements to use the Her-Age Services.
1.3 The Seller acknowledges and agrees that Her-Age may amend the GTC at any time, unilaterally and at its sole discretion, by posting the amended version of the GTC on the Site and giving 14 days' notice by email to the Seller. The amended GTC shall not apply in respect of the Accepted Products (as defined below) prior to the date on which the amendments to the GTC became effective. It is understood that, following amendment, the Seller shall have the right to withdraw from these T&C, in accordance with article 17 below. The use of the Her-Age Services and the Site by the Seller after a change to the GTC shall be deemed as acceptance by the Seller of the changes made by Her-Age to the GTC.
1.4 The official language of these GTC is Italian. Any version drawn up in another language is for information purposes only and is a courtesy translation. Therefore, in the event of a conflict concerning the interpretation of these GTC, the prevailing and governing language will be Italian. The Italian version is available on the Site (by selecting the Italian language).
1.5 Sellers shall not make, and are not authorised to make, any changes to these GTC.
1.6 These Terms and Conditions shall become effective between the parties at the time the Seller Account is activated by Her-Age at the request of the Seller and shall cease to be effective upon final termination of such Seller Account by Her-Age or the Seller.
- PROVISION OF HER-AGE SERVICES
2.1 All HER-AGE services available on the Site are provided by HER-AGE to the Seller.
2.2 In order to use the Her-Age Services, the Seller must register as a member on the Site. Her-Age reserves the right to limit or amend the terms and conditions of use of the Her-Age Services.
2.3 In its sole discretion, Her-Age may limit, deny or create different levels of access to and use of the Her-Age Services (or any part of the Her-Age Services), without any right for the Seller to object or claim compensation.
2.4 It is possible that some of the Her-Age Services may be provided by third party suppliers and third parties of Her-Age.
3.1 As a condition of accessing and using the Site and the Her-Age Services, the Seller agrees and undertakes to comply with all applicable laws and regulations and these GTC (as amended and/or supplemented from time to time).
3.2 The Seller agrees to use the Site and the Her-Age Services solely to promote the sale of its Products through the Site, subject to acceptance of these Terms and Conditions for sales activities, and to compare Products through the Site, subject to acceptance of the general terms and conditions applicable to Buyers for purchase activities through the Site. The Seller agrees not to copy, reproduce, download, republish, sell, distribute or resell any of the Her-Age Services or any information, text, image, graphic, video, audio, directory, file, database, list and/or content available on or through the Site. You may not use any material or content available on or through the Site (hereinafter, the "Site Content"). You may not use any Site Content for any purpose other than as expressly permitted by these Terms and Conditions (i.e. promotion for sale of Products).
3.4 The Seller agrees not to engage in any activity to undermine the integrity of Her-Age's and/or any other Seller's computer systems and/or obtain unauthorised access to such systems.
- SELLER ACCOUNT
4.1 The Seller must be registered with the Site in order to access and use the Her-Age Services through its Seller Account. Her-Age reserves the right to refuse a Seller's request for registration for any reason.
4.2 Upon registration on the Site, Her-Age assigns an account, ID and password to each registered Seller. Sellers are permitted to change their password by logging into their Seller Account and following the instructions provided therein.
4.3 Each Seller may access the Seller Account by means of a login and using his personal password. The Seller is solely responsible for maintaining the secrecy and security of its login and password and for all activities that occur on its Seller Account. No Seller may share, assign or permit the use of its Seller Account, login or password with any third party. You agree to promptly notify Her-Age if you become aware of any unauthorised use of your Seller Account, login or password or any breach of security of your Seller Account.
5.1 If the Seller breaches any of the GTCs provided herein or Her-Age has reasonable grounds to believe that the Seller may have breached any of the GTCs provided herein, Her-Age shall be entitled to suspend or deactivate the Seller Account or suspend the usability of the Her-Age Services, without any liability on the part of Her-Age. Her-Age also has the right to restrict, deny or exclude any current or future use of any of the Her-Age Services provided by Her-Age.
5.2 The Seller agrees to indemnify Her-Age, its affiliates, employees, agents and representatives and to hold them harmless from any and all damages, losses, assets and liabilities (including legal fees) caused by the improper use of the Site and/or the Her-Age Services and/or arising from the breach of the GTC.
- Seller's PRODUCTS
6.1 Her-Age will promote, on an exclusive basis, the sale of the Products owned by the Seller and which it has received or taken delivery of from the latter on the basis of a contract for the provision of services for promotion and sale pursuant to article 1655 of the Italian Civil Code.
6.2 The Seller shall at all times retain ownership of and rights in any Product delivered to Her-Age, even after transfer of physical possession of such Product to Her-Age, until such time as the Product becomes a Sold Product (as defined below). Her-Age agrees to maintain a separate warehouse with products owned by Sellers and received by Sellers for the purpose of promoting sales. Notwithstanding the foregoing, the private Seller (individual) undertakes not to sell or attempt to sell in any form and/or through any channel, directly or indirectly, other than through the sale through the Site any Product delivered to Her-Age for the purpose of promoting sales under these GTC.
6.3 A Product shall be deemed to be sold when:
(i) is sold through Her-Age to a Buyer and is not returned to Her-Age within 72 hours after receipt of the Product at the Buyer's address (hereinafter, the "Return Period");
(ii) is lost, stolen, damaged or destroyed during the Approved Shipment (as defined below) and while in the possession of Her-Age;
(hereinafter, the "Sold Product").
6.4 After receipt or taking delivery of the Product from the Seller, Her-Age will send a notification confirming receipt of the Product to the e-mail address provided by the Seller when registering on the Site.
6.5 Once received by Her-Age, the Products will be evaluated, inspected and authenticated by Her-Age (hereinafter, the "Her-Age Validation") including through third parties and Her-Age's suppliers. After Her-Age Validation, the Seller will be able to access its Seller Account on the Site and find each Product that has been accepted for promotion for sale (hereinafter, the "Accepted Product") and the relevant price determined by Her-Age for such Accepted Product.
6.6 The price of each Accepted Product shall be determined at the sole discretion of Her-Age, subject to the provisions of Article 11 below and, in any event, without prejudice to the Price Management as defined below and described in paragraph 11.2(b).
6.7 The Accepted Product will be processed and listed as available for sale on the Site and other partner sites, on the Her-Age App, in any pop-up shops and, at Her-Age's sole discretion, may be simultaneously displayed and promoted for sale in the Her-Age Stores.
6.8 Her-Age may use the Accepted Products for any photo shoot or pop-up event (including promoting the sale of the Accepted Products at such event) organised by Her-Age anywhere in the world.
- LOSS OF OR DAMAGE TO PRODUCTS DURING SHIPMENT OR STORAGE
7.1 Her-Age shall accept Products from the Seller solely for the purpose of providing Her-Age services and promoting their sale. The Seller shall be liable for any risk of loss or damage to the Product until Her-Age takes physical possession of the Product in question.
7.2 Otherwise, in the event that the Seller uses the approved, pre-paid shipping label that provides a shipping method approved by Her-Age, Her-Age assumes the risk of loss or damage to the Goods at the time of shipment (hereinafter, the "Approved Shipment"):
7.3 If a Product is lost, damaged or stolen during the Approved Shipment or while in Her-Age's possession, such Product shall be deemed to be a Sold Product and Her-Age shall pay the Seller's Profit (as defined below). Such Seller Profit shall be calculated, as applicable, (a) on the basis of the estimated selling price at the time of the loss or damage, if such loss or damage occurs during the Approved Shipment; (b) on the Initial Selling Price (as defined below) if the loss or damage occurs after Her-Age Validation; or (c) on the basis of the Final Selling Price (as defined below) if the loss or damage occurs after the sale.
7.4 This remedy shall be the sole remedy and the only form of recourse against Her-Age for lost, damaged or stolen Products and shall be held in lieu of any other remedy otherwise available at law or in equity.
- CONDITIONS OF ACCEPTANCE OF PRODUCTS
8.1 After receipt or taking delivery of the Product from the Seller, Her-Age will evaluate, inspect and authenticate each item in order to determine, in its sole discretion, the authenticity, quality and value of the Product in question. The condition of the item will affect Her-Age's evaluation.
8.2 Her-Age accepts the Product for the promotion of its sale only if:
(i) the representations and warranties of the Seller contained in Article 14 below are true and correct;
(ii) Her-Age determines in its sole discretion that (a) the Product is in excellent or very good condition (i.e. (ii) Her-Age determines in its sole discretion that (a) the Product is in excellent or very good condition (i.e., has not deteriorated due to excessive wear and tear and/or use); (b) the Product is washed, clean and odorless; (c) if a Product requires a minimum of tune-up in order to get it back on the market and prevent it from being rejected and returned to Seller, it is understood that in such case Her-Age may take such action as it deems appropriate in its sole discretion; (d) that in the case of seasonal Product, it is accepted only in the season of use;
(iii) the Product is included in Her-Age's current brand list (the "Brand List") at the time of evaluation; and
(iv) Her-Age determines in its sole discretion that the Product is authentic.
Without prejudice to Her-Age's assessment and inspection of the authenticity of the Products, the Seller in question shall be and remain solely responsible for such authenticity to the Buyers and any third party, and the Seller shall remain solely responsible for the ownership of the Product by declaring that the same is its exclusive property and has not resulted from theft or fencing.
8.3 Products that do not meet all of the above criteria will not be accepted by Her-Age and will alternatively be:
(i) returned to the Seller, at the Seller's expense, to the same address from which Her-Age took delivery of the Product or to the address provided by the Seller when registering with the Site; or
(ii) with the written consent of the Seller, donated to a charity chosen by Her-Age.
- IMPOSSIBILITY OF PRODUCT AUTHENTICATION AND COUNTERFEIT PRODUCTS
9.1 The Seller is solely responsible for ensuring the authenticity of each Product it provides to Her-Age to promote its sale. In the event that Her-Age is unable to ascertain the authenticity of a Product, Her-Age may, at its sole discretion, reject the unauthenticated Product.
9.2 If Her-Age at any time determines that a Product is counterfeit, Her-Age shall notify the Seller of its determination and afford the Seller an opportunity to provide proof of purchase/other evidence of the Product's authenticity that is acceptable to Her-Age.
9.3 If Her-Age is unable to ascertain the authenticity of a Product, Her-Age will arrange for its return to the Seller, at the Seller's expense. If the Product is not recovered by the Seller, at the Seller's expense, within 45 days of notification to the Seller, the Product will be destroyed without the Seller being able to claim its return and/or compensation.
9.4 If Her-Age definitively determines that the Product is counterfeit, Her-Age shall immediately inform the competent authority and send said Product to said authority.
9.5 The Seller acknowledges, understands and confirms that it is aware of all laws and regulations applicable to Products that are counterfeit or have been stolen or stolen. The Seller further understands and agrees that Her-Age shall cooperate with any authorities and law enforcement agencies in enforcing such laws and regulations.
- DURATION OF SALES PROMOTION AND PRODUCT RETURN SERVICE
10.1 The duration of the sales promotion service by way of contract of services pursuant to Article 1655 of the Italian Civil Code relating to each Product shall commence on the date of Her-Age Validation and shall end 365 days later (hereinafter, the "Her-Age Service Term"). Seller may request, in writing, Her-Age to extend the Service Term and Her-Age, in its sole discretion, may decline to accept such extension.
10.2 During the Service Term, the Seller may request, in writing, Her-Age to return the Product (hereinafter, the "Product Return Request"), while the Product is still available.
10.3 Upon Seller's Request for Product Return, Her-Age shall use commercially reasonable efforts to remove Product from the Site, the Her-Age App, any Shop and any Her-Age pop-up shop.
10.4 If the Seller notifies its Product Return Request within 120 days of Her-Age Validation, the shipping costs will be borne by the Seller and Her-Age will deduct them from the outstanding Seller Profits (as defined below). If Seller does not have sufficient outstanding Seller Profits (as defined below) to be able to cover the shipping costs, Her-Age shall have no obligation to return the Product to Seller, unless and until Seller has paid Her-Age the return costs prior to shipment. In addition, Her-Age shall charge the Seller a fee in the amount of Euro 30 Italy and Euro 50 Europe for each Product, which fee shall reflect the initial costs incurred by Her-Age for storing, cataloguing and taking photographs of the object in preparation for sale.
10.5 If the Seller notifies its Product Return Request within 90 days of Her-Age Validation, the Product will be returned at Her-Age's expense and no commission will be charged to the Seller up to the amount of Euro 30, for commissions above this threshold the difference will be charged to the Seller.
10.6 If the Products are returned to the Seller, the Seller shall be liable for any customs tariffs.
10.7 If a Product remains unsold at the end of Her-Age's Service Term, Her-Age will notify Seller and, at Seller's option and at Her-Age's expense up to the amount of Euro 30:
(i) return the Product to the Seller; or
(ii) donate the Product to a charity chosen by Her-Age.
10.8 If the Seller fails to respond to Her-Age's notice within fourteen (14) days after it became aware of it, Her-Age shall be free to dispose of the unsold Product, either by donating it to a charity of its choice or by destroying the Product in question.
10.9 The Products to be returned by Her-Age accounts must always have the Product integrity tag affixed by Her-Age, otherwise it will be impossible to return the Product if it is tampered with, torn and/or otherwise compromised in appearance.
- PRICING AND MANAGEMENT
11.1 Subject to these Terms and Conditions, Her-Age will display the Products on the Site and on its partner websites, on the Her-Age App, in pop-up shops for sales promotion. At Her-Age's sole discretion, the Products may be simultaneously displayed and offered for sale in the Her-Age Stores, if any. Her-Age will use commercially reasonable efforts to promote the sale of the Products.
The Seller acknowledges and accepts that:
- Her-Age, in its sole discretion, will determine the initial selling price of each Product (hereinafter, the "Initial Selling Price") based on its evaluation of the Product (taking into account, among other things, the brand, type of Product, year of manufacture, colour and, of course, condition), together with its determination of the current market price for that Product.
- The Seller may request the price management function before the product is promoted for sale (hereinafter, the "Price Management"). In such case, within defined timeframes, which shall be determined by Her-Age from time to time, the Seller shall have the option, to request Her-Age to modify the Initial Sale Price, as determined by Her-Age pursuant to Section 11.2(a), by increasing the Initial Sale Price up to a percentage included in the range determined by Her-Age from time to time. It is understood that such range shall in any event be between a minimum of 10% and a maximum of 20%. If for any reason the Seller is not satisfied with the Initial Sale Price, the Seller may request the return of its items without charge.
- Her-Age may apply price revisions during the Term of the Sales Promotion Service, in its sole discretion and without notice to Seller, in order to market and sell the Products efficiently, unless Seller and Her-Age agree in writing to sell the Product at a specific price. The Seller's profit percentage will always be calculated on the basis of the final sale price. Her-Age by its own policy does not wish to highlight price discounts.
- SELLER PROFITS AND PAYMENTS
For the purposes of this document,
"Site Credit" means an account in Seller's name to which Seller may credit any amount owed to Seller by reason of its Sold Goods. Seller may only use such Site Credit to make purchases on the Site.
"Final Sale Price" means the price at which the Product becomes a Sold Product, after application of any applicable revisions and promotions and excluding shipping.
"Seller Percentage" means the rate for calculating the profits remitted by Her-Age to Seller, by virtue of contracting the services including collecting the price on behalf of Seller, for each Product that becomes a Sold Product, as provided for and set out in the table below (hereinafter, the "Seller Profits"):
Fair market value between € 150 e € 1.000
Fair market value between € 1000 e € 3.000
Fair market value between € 3000 e € 5000
Fair market value over € 5.000 euro
Notwithstanding the foregoing, Her-Age may also, from time to time, in its sole discretion make other changes to its percentage structure and Seller Percentages that shall become effective and efficient as of the 15th day following receipt by Seller of notice from Her-Age.12.1 The percentages due to the Seller in respect of the sale of the Products are calculated in accordance with the rates illustrated and described in the definition of "Seller Percentage" above. The profit for the Seller is the final sale price less the commission for Her-Age's services.
12.2 Calculation of Seller's Profit: Her-Age will remit to the Seller a Seller's Profit for each Product Sold. The Seller Profit shall be equal to the Final Sale Price of the Product multiplied by the applicable Seller Percentage, therefore, net of the fees for Her-Age's Services. The Seller Profit shall be the only compensation that Seller shall receive under these GTC.
- a) Her-Age shall pay Seller Profits (i) on the 10th day of each month for sales occurring between the 1st and 15th day of the preceding month; and (ii) on the 25th day of each month for sales occurring between the 16th and 31st (or, as the case may be, the last) day of the preceding month. For the purposes of this provision, the sale of a Product shall be deemed to have taken place when the relevant order for the sale of such Product has been executed by the Buyer.
- b) At Seller's option, payments shall be made to Seller (i) directly to Seller's Site Credit; or (ii) by bank transfer or PayPal. Seller may choose another payment method at any time, it being understood that the new payment method shall apply to all profits resulting from sales occurring after the choice of the new payment method.
12.4 Disputes: In the event of any dispute between Seller and Her-Age, Her-Age shall have no obligation to pay any profit or other amount due to Seller, including without limitation, amounts unrelated to the dispute, at least until the dispute is resolved. Her-Age may withhold any Seller Profit due (including that due for Sold Product not subject to dispute) in full or partial satisfaction of any amount due from Seller to Her-Age.
- EXCLUSION OF WARRANTIES; LIMITATIONS OF LIABILITY
13.1 The Seller expressly accepts and acknowledges that:
Seller's use of the Her-Age Services is at its sole risk. Her-Age and the Her-Age Services are provided on an "as is" and "as available" basis. Her-Age expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
13.2 Her-Age does not warrant that:
(a) the Her-Age Services will meet the needs of Seller; or
(b) the Her-Age Services will be uninterrupted, timely, secure or error-free. No communication or information, whether oral or written, obtained by Seller from the Her-Age Services or through or from the Site shall create any warranty not expressly stated in these Terms and Conditions.
13.3 Her-Age and its officers, employees, agents, partners, suppliers, third parties and licensors shall not be liable to the Seller for any direct, indirect, incidental, special, consequential or exemplary damages or damages for loss of profit, goodwill, use, data, or any other intangible loss (even if Her-Age has been advised of the possibility of such damages) resulting from:
(a) the use or inability to use the Her-Age Services or the Site;
(b) unauthorised access to or alteration of Seller's communications or data;
(c) the activities covered by these GTC; or
(d) any other matter relating to the Her-Age Services or these GTC.
13.4 In no event shall Her-Age's liability under these Terms and Conditions exceed the amount that was actually received as a result of the Seller's sales promotion services for the Products.
- SELLER'S LIABILITY
14.1 The Seller represents and warrants that (a) it is fully empowered and free to accept these Terms and Conditions, (b) it is using the Site for its own purposes, and (c) all personal data (namely, name, surname and address) provided by registering on the Site is true, correct and up-to-date.
14.2 The Seller represents and warrants that the information and documents provided by the Seller during the registration process or at Her-Age's request are correct, true and up to date. The Seller further undertakes to keep the information indicated on the Seller Account up to date at all times.
14.4 The Seller represents and warrants that all information it transmits to Her-Age:
(a) are true, accurate and complete;
(b) they are not false, misleading or deceptive;
- c) do not contain any links to other websites whose content could cause a breach of these GTC.
14.5 The Seller further represents and warrants that:
- a) is the sole and exclusive owner of the Products, has valid and marketable title to each Product and is entitled to sell such Products;
(b) no Product shall be subject to any pledge or other encumbrance whatsoever;
(c) the Products do not include counterfeit goods;
(d) the Products do not infringe, violate or misappropriate any trademark, copyright or other intellectual property or other proprietary right of any third party, any state or federal law, or any administrative regulation;
- e) does not use the Her-Age Services or the Site for fraudulent and/or unlawful purposes;
- f) shall not use the Her-Age Services on behalf of any third party, except as expressly authorised in writing by Her-Age;
(g) does not engage in spamming or phishing activities;
- h) does not carry out any activity that could facilitate the growth of computer viruses or other destructive tools and codes that could damage, interfere with, intercept, disable, destroy any software and hardware, data or personal information.
- i) does not engage in any activity that seeks to undermine the integrity of the data or systems used by Her-Age and/or any other Seller and/or Buyer or that achieves the purpose of gaining unauthorised access to such data or systems;
- j) will not carry out, or attempt to carry out, transactions with Buyers outside the Site.
14.6 The Seller shall indemnify and hold Her-Age harmless against all damages, causes, disputes, judgments, losses, expenses and costs, including, without limitation, legal fees and costs, suffered and/or incurred by Her-Age as a result of and/or in connection with the Seller's breach of these Terms and Conditions and/or the untruthfulness and/or inaccuracy of the representations and warranties contained in these Terms and Conditions and made by each Seller as a result of accepting these Terms and Conditions when registering on the Site, as well as as as a result of or arising in any way from the publication and/or sales promotion of the Product by Her-Age, including but not limited to civil or criminal proceedings relating to the authenticity, conformity or ownership of the Product, legality of sales or copyright or trademark infringement.
- MAJOR FORCE
15.1 Her-Age shall never be liable for any delay or error or interruption with respect to the content or Her-Age Services provided on the Site that results directly or indirectly from acts of nature or events beyond Her-Age's control, including, without limitation, Internet-related problems, telecommunications or other equipment failures, power failures, strikes, labour disputes, riots, civil commotion, labour or material shortages, fires, floods, storms, explosions, wars, governmental actions, orders of national or international courts or the failure of third parties to enforce them.
- INTELLECTUAL PROPERTY RIGHTS
16.1 Her-Age is the sole owner of all rights and content in the Site and the Her-Age Services provided on the Site. The Site and Her-Age Services represent trade secrets and other intellectual property rights protected globally by copyright and applicable laws. All proprietary and intellectual property rights in the Site and Her-Age Services are and shall remain the exclusive property of Her-Age.
16.2 The name "Her-Age", the logo, the pictogram and all related icons and logos and trademarks or registered trademarks are trademarks of Her-Age. Any unauthorised copying, modification, use or publication of these trademarks and logos is strictly prohibited and subject to damages.
16.3 The format "Her-Age innovative business model and authorial format" is subject to copyright protection, having been filed with SIAE at the OLAF Section.
- PARTICULAR Conditions
17.1 Authentication. Her-Age is expressly authorised to use third parties as well as to perform the service internally with respect to the authentication of the Products. At this time, the service will be provided by the certifier Graham Wetzbarger in New York (Certifier), through the analysis of high resolution images. If the Product is eligible, the Seller will receive a certificate of authenticity from Her-Age together with a letter signed by the Certifier, via the Virgo App. The certificate of authenticity is protected in the blockchain via the App.
17.2 Gift Cards. Her-Age offers the Seller and the Buyer the possibility to purchase Her-Age Coins, which are not cryptocurrencies, but vouchers, which entitle the Buyer to a counter value in Euro which can be spent on the platform. From a legal point of view, it is a document of legitimation and improper title pursuant to Article 2002 of the Civil Code, characterised by a right of claim with a particular enhanced evidentiary effect.
17.3 Her-Age Membership Clubs. Her-Age implements its own loyalty programme for Sellers and Buyers, which provides for the participation of the latter in the Ivory Club, Grey Club and Black Privee membership programmes, which are annual membership programmes partly free of charge and partly on payment that entitle them to have: Her-Age coins, with reference to what has already been indicated in point 17.2, additional services, priorities and advantages that will be indicated and made known on the Platform. The Her-Age account holders will be activated free of charge to the Ivory Club after 15 days from the first time they bought or sold their first Product; the Her-Age account to move from Ivory Club to Grey Club will have to buy 4 Product items or sell 6 Product items and to move from Grey Club to Black Privee will have to buy 6 Product items or sell 10 Product items. The Her-Age account can access the Grey Club programme at any time by paying an annual fee of €108.00 with a monthly payment of €9.00 or the Black Privee programme by paying an annual fee of €336.00 with a monthly payment of €28.00. Each subscription to the Clubs membership programme is valid for 365 days and the relevant requirements must be fulfilled during the validity of the membership subscription.
17.4 NFT: Her-Age adopts a combination of NFT and blockchain technologies to identify and digitally store the Product. The Her-Age account is entitled to access directly on the her-age.com platform for digital access to the Product, download the NFT certificate of digital authentication, where available, find all information about the Product stored on a blockchain in a digital wallet on the Virgo APP developed by Luxochain and finally the Product will be provided with a QR code that will provide price, NFT and authentication certificate. NFT is a non-fungible token that contains the digital value of the physical item Product, is transferable and contains the digital value of the pre-existing fungible asset, even if destroyed, lost or worn until its complete consummation.
18.1 Pursuant to Article 49, paragraph 1, letter (h) of the Consumer Code (as defined below), the Seller is entitled to withdraw from these GTC, without giving any reason, within 14 days from signing these GTC (hereinafter, the "Withdrawal Period"). In order to exercise the right of withdrawal, the Seller shall notify in writing (e.g. by e-mail) its decision to withdraw from these GTC to Her-Age S.r.l., ViaAosta n. 13, 20155 Milano (MI), e-mail address email@example.com .
In order to comply with the Withdrawal Period, the Seller shall send a notice of exercise of the right of withdrawal before the expiry date of the period referred to above.
18.2 Following the exercise of the right of withdrawal from these GTC, Her-Age shall suspend all its services and return any Products received from the Seller and refund any payments made by the Seller net of and subject to a penalty equal to 1% of the sale value of the Products with a fixed minimum guaranteed of Euro 100,00, in any case no later than fourteen (14) days from the day on which Her-Age has knowledge of the decision to exercise the right of withdrawal. Such refunds shall be made using the same payment instrument used by the Seller, unless otherwise agreed. In any event, the Seller shall not incur any costs as a result of such refunds.
18.3 To the extent permitted by applicable law, the act of sending any Product to Her-Age or the act by Her-Age of taking delivery of any Product before the end of the Withdrawal Period shall be deemed to be an express waiver by the Seller of the exercise of the right of withdrawal in respect of the Product already received by Her-Age. Such Product shall therefore remain subject to these GTC.
18.4 Her-Age shall be entitled to withdraw from these GTC, without notice and without giving any reasons. In order to exercise the right of withdrawal, Her-Age shall notify the Seller in writing (for example, by email) of its decision to exercise the right of withdrawal to the email address provided by the Seller during the registration procedure on the Site. In this case, the provisions of paragraph 17.2 above shall apply mutatis mutandis.
19.1 All legal notices or requests to or from the Site or through the Her-Age Services may be made in writing and sent to Her-Age by email (unless otherwise specified by Her-Age) at the following address: firstname.lastname@example.org
19.2 Her-Age shall make all communications to the Seller at the email address or physical address provided by the Seller during the registration process on the Site. The Seller shall be solely responsible for keeping such information provided to Her-Age up to date.
20.1 Her-Age and the Seller are and shall at all times be independent contractors and no joint venture, employment or franchise relationship exists between them.
20.2 If one or more of the provisions of these GTC should prove to be invalid or otherwise invalid or unenforceable, Her-Age and the Seller shall remain bound by all other provisions of these GTC. In such case, they shall replace the invalid or unenforceable provisions with other valid and enforceable provisions that have, to the greatest extent possible, a similar effect to the invalid or unenforceable provisions, taking into account the contents and purpose of these GTC.
20.3 If either party tolerates conduct of the other party that violates these GTC, this shall not constitute a waiver of its rights under the violated provisions or of the right to demand fulfilment of all the terms and conditions set out in these GTC.
20.4 The Seller is not permitted to assign these Terms and Conditions or any interest the Seller may have in these Terms and Conditions without the prior written consent of Her-Age. Any prohibited assignment shall be deemed null and void or otherwise ineffective against Her-Age.
20.5 The titles of articles used in these GTC have been arranged for convenience only and may not be used to interpret the meaning or intent of these GTC.
- APPLICABLE LAW
21.1 These GTC shall be governed by and construed in accordance with Italian law in relation to the provision of services pursuant to Article 1655 of the Italian Civil Code and in particular (but without limitation) in accordance with the Consumer Code (Legislative Decree No. 206 of 6 September 2005, hereinafter the "Consumer Code") and Legislative Decree No. 70 of 9 April 2003 governing e-commerce.
- JURISDICTION AND DISPUTE RESOLUTION
22.1 Any dispute relating to the interpretation, validity and performance or in any way arising out of these Terms and Conditions and/or the activities related to the use of the Site and/or the Her-Age Services shall be submitted to the exclusive jurisdiction of the courts of Milan.
22.2 Her-Age suggests that the Seller makes the existence of any dispute known in advance by contacting Her-Age's legal department by writing to email@example.com
22.3 The Seller may activate a procedure for the out-of-court settlement of the dispute in accordance with the requirements of articles 141 et seq. of the Consumer Code. In the event that the Seller activates the above procedure, Her-Age guarantees its participation in an attempt at amicable settlement that the user can promote before RisolviOnline, an independent and institutional service provided by the Arbitration Chamber of the Chamber of Commerce of Milan.
22.4 The Seller is also entitled to use the online dispute resolution procedure available at http://ec.europa.eu/consumers/odr/.
Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, where applicable, the Seller declares that it has read and expressly and specifically approved the following articles:
- Article 1 (Application and enforcement of the GTC)
- Article 2 (Provision of Her-Age Services)
- Article 3 (Sellers)
- Article 4 (Seller Account)
- Article 5 (Violations)
- Article 6 (Seller's products)
- Article 7 (Loss of or damage to Products during dispatch or storage)
- Article 8 (Conditions of acceptance of the Products)
- Article 9 (Impossibility of authentication and counterfeit products)
- Article 10 (Duration of the Her-Age Service and Return of Products)
- Article 11 (Price determination and management)
- Article 12 (Seller's profits and payments)
- Article 13 (Exclusion of guarantees; Limitation of liability)
- Article 14 (Seller's liability)
- Article 15 (Force majeure)
- Article 16 (Intellectual property rights)
- Article 17 (Special Conditions)
_ Article 18 (Withdrawal)
- Article 19 (Communications)
- Article 20 (Miscellaneous)
- Article 21 (Applicable law)
- Article 22 (Jurisdiction and settlement of disputes)