The Terms and Conditions (including the Appendix Terms and Conditions, Commercial Appendix, Appendix Regarding Personal Data Protection as well as any other appendix) represent the entire contractual relationship between Cafendo and the Seller with respect to the presentation and sale of the Products by the Seller through the Cafendo Platform.
1. REFERENCE PERIOD
1.1. The reference period, representing the timeframe that will be considered when selecting eligible Orders for the Fee calculation, is.
1.2. The reference period refers to:
• 1st - end of the current calendar month (as the case may be 28th (29th), 30th or 31st): “Payment Date” on the 3rd of the next month or on the Business Day following this day, if such date is a Non-Business Day.
• 1st - 15th of the current calendar month: “Payment Date” on the 18th of the current calendar month or on the Business Day following the 18th, if such date is a Non-Business Day.
• 16th - end of the current calendar month (as the case may be 28th (29th), 30th or 31st): “Payment Date” on the 3rd of the next month or on the Business Day following this day, if such date is a Non-Business Day.
• 1st - 7th of the current calendar month: “Payment Date” on the 10th of the current calendar month or on the first Working Day following the 10th, if such date is a Non-Working Day;
• 8th - 15th of the current calendar month: “Payment Date” on the 18th of the current calendar month or on the first Working Day following the 18th, if such date is a Non-Working Day.
• 16th - 23rd of the current calendar month: “Payment Date” on the 26th of the current calendar month or on the first Working Day following the 26th, if such date is a Non-Working Day.
• 23rd - end of the current calendar month (as the case may be 28th (29th), 30th or 31st): “Payment Date” on the 3rd of the next month or on the first Working Day following this date, if such date is a Non-Working Day.
• Payments shall be made daily, within 3 calendar days after the eligibility date or on the Business Day following such date if such date is a Non-Business Day.
2. CLIENTS COMPLAINTS/CLAIMS SETTLEMENT. SANCTIONS APPLIED BY CAFENDO
2.1. The Seller will grant Cafendo the required support in order to provide the Clients with accurate and complete information regarding Products and Orders and will respond to Cafendo’s requests (including Clients’ requests received through Cafendo) or to the Clients’ direct requests with respect to each Order and/ or Product. Should the Seller fail to respond to Cafendo’s/Clients’ requests in the term specified in art. 16.22 in these Terms & Conditions, Cafendo may provide the Clients with a response that will become binding upon the Seller.
2.2. The Seller is held liable for all of its obligations towards the Client and also upon the termination of the contractual relationship with Cafendo based on the Terms and Conditions. If the Seller fails to fulfil such obligations, Cafendo reserves the right to cover the damages incurred by the Clients, in which case the Seller will strive to ensure payments of all relevant sums paid out by Cafendo to Clients affected, as well as any expenses/costs incurred by Cafendo in relation thereto within 5 (five) business days of the issuance of the invoice by Cafendo.
2.3. If the information provided to the Client by the Seller through the Cafendo Platform is incorrect, the Client is entitled to claim the execution of the Order according to the information provided on the Cafendo Platform or may cancel the Order placed and ask for the return of the money; Cafendo may not be held liable for such circumstances unless such incorrect information is the result of Cafendo’s fault. In the event of any such circumstances (save for Cafendo’s fault), the Seller undertakes to execute the Order according to the Client’s request and to incur any damages caused to the Client and/or Cafendo.
2.4. The Seller will be liable for any potential damages incurred by Cafendo (including fines, damages claimed by Clients and incurred by Cafendo) as a result of the quality of the delivered Products and/or of the sale of the Products in breach of the legal terms and be exclusively
liable, without the involvement of Cafendo, for any dispute and the consequences thereof that may arise with respect to the Clients and/or the ordered Products, save for the cases which involve in any way Cafendo’s exclusive fault. In this respect, the Seller is also liable for the manufacturers/suppliers of the Products.
2.5. Except in the case of its own fault, Cafendo is exempted from any liability as concerns the complaints made by Clients in relation to the ordered Products. If, although the latter is not liable for the circumstances which gave rise to the complaint, however, due to the applicable legal provisions, Cafendo is under the obligation to respond to Clients’ complaints and/or the requests of the relevant competent institutions, such complaints will be immediately notified by Cafendo, and the Seller must provide Cafendo, within 2 (two) business days as of the receipt of said complaints, with all information regarding the Products subject to said complaints, if such information is required to settle the complaints, and, if the competent control bodies impose a time-limit, within such time-limit imposed by the control bodies. The Seller’s unreasonable refusal to provide Cafendo with the documents and/or information requested or the absence of a response from the Seller within the aforementioned time limit entitles Cafendo to take any actions deemed necessary for settling the complaints in question, the Seller is obligated to fully cover any sanctions/ prejudices/ damages and other costs thus incurred by Cafendo.
2.6. The potential complaints raised by a Client with Cafendo regarding the quality of the repairs performed, the way in which such repairs were performed, or the time of settlement will be communicated to the Seller. If the complaints cause damages to Cafendo, in terms of both patrimony and public position and image, Cafendo reserves the right to terminate the agreement by unilateral termination, with the payment of damages.
2.7. If a Product is not made compliant within the statutory time-limit or such bringing into conformity is not performed accordingly, Cafendo is entitled to pay the counter value of the Product to the Client, and, thereupon, the Seller will pay the counter value of the Product to Cafendo within no more than 5 (five) days as of the receipt of the invoice from Cafendo (otherwise, Cafendo is entitled to deduct such amount from the Fee related to the month following that in which the counter value of the Product was invoiced).
2.8. In case a Seller receives a greater amount of money for a finalized order than the amount mentioned on the Cafendo Platform, the Seller will refund the difference to the customer in a maximum of 60 days from the Order Finalization date.
3. THE EXERCISE AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
3.1. The Seller grants Cafendo, as of the acceptance of the Terms and Conditions, during the performance of the contractual relationship based on the Terms and Conditions, but also upon the termination of such contractual relationship due to any reasons, for an unlimited period of time, a territorially unrestricted nonexclusive free license to use, reproduce, display, create
derivative works or otherwise use the trade name, registered trademarks and any content delivered by the Seller on the Cafendo Platform (information, photographs, etc.). for which it guarantees that it owns the property or use rights and that it can transmit them to Cafendo, under the consequences provided in art. 6.1. of the Terms and Conditions. Cafendo may resize the trademarks, drawings, or other graphic configurations of the Seller’s intellectual property rights, to the extent necessary for display purposes, as long as the relative proportions are preserved (on a different scale). The Seller expressly agrees that all photographs, information related to the Products, as well as any potential advertising materials developed in relation to the Products, may be used by Cafendo, without any restrictions, including after the termination of the contractual relationship.
3.2. The Seller grants Cafendo, from the date of acceptance of the Terms and Conditions, during the contractual relationship based on the Terms and Conditions, but also after the termination of these contractual relations for any reason, unlimited in time the right to use the trade name, trademarks, without limiting ourselves to these, within the online promotion services, SEO campaigns.
3.3. The Seller will inform Cafendo of any counterfeiting or impairment in any way of Cafendo's industrial and/or intellectual property rights or of any third parties regarding unfair competition from the third parties that have come to its notice during the course of the contractual relationships based on the Terms and Conditions. The Seller will not act to defend the industrial and intellectual property rights of Cafendo except on its behalf and only with the express, prior written consent of Cafendo. If Cafendo decides to initiate a counterfeit action or to terminate acts that it considers to be acts of unfair competition, the Seller will be able to cooperate with Cafendo in the context of the above-mentioned action.
4. PENALTIES. INDEMNITIES
4.1. The Seller, at its own expense, will be directly and exclusively liable for the quality and content as well as for holding the rights of use in the applied manner, on the information and photographs provided and displayed for each and every product, for the acquisition, promotion, presentation, distribution, sale of the Products in its offer and for the issuance of fiscal documents / timely invoicing of Product sales, as well as for any services accompanying the Products, including after-sale services.
4.2. In case of Diversion of Orders and/or Clients, the Seller undertakes to pay compensation in the amount of 10,000 Euro/identified event, following the ascertaining by a court of law/court of arbitration of the Diversion of Orders and/or Clients by the Seller made directly or by its employees or collaborators.
4.3. If an obligation set out in the Appendix Regarding Personal Data Protection is breached, the Seller undertakes to pay compensation according to the details mentioned within this Appendix.
4.4. In the case of the breach of the obligation to not place negative reviews on other sellers without an objective justification stipulated in art. 5.1. let. l from Terms and Conditions, Cafendo will have the right to apply a 20% penalty on the sales made by the Seller on the Cafendo Platform in the last 6 months.
4.5. In the case of the breach of the obligation to not place false orders to other sellers stipulated in art. 5.1. let. L from Terms and Conditions, Cafendo will the right to apply a 40% penalty on the sales made by the Seller on the Cafendo Platform in the last 6 months and to terminate the Terms and Conditions in the base of a written notification sent to the Seller, without any formality or the intervention of the court.
4.6. In the case of the breach of the obligation stipulated in art. 5.1 let. m from Terms and Conditions, Cafendo will have the right to apply a 10% penalty on the sales made by the Seller on the Cafendo Platform in the last 6 months.
4.7. In case of breach of obligations from art 6.4 from Terms and Conditions, do not undertake any action regarding the products that are the object of the complaint, until the clearing of the case/situation. Cafendo will have the right to apply a penalty of 40% from the sales of the Seller on the Cafendo platform in the last 6 months.
4.8. The payment of any amount mentioned in art. 4.2 – 4.12 from above will be done as soon as possible, at first request under the action of a penalty interest of 0.05% from the amount for each day delayed, after the first 5 (five) working days. The parties agree that applying the penalty interests will be done automatically, without needing to prove the existence of prejudice caused by not paying in the above-mentioned terms.
4.9. In case the seller does not comply with the payment obligation according to the Terms and Conditions, he will be forced to pay penalties of 0,05% per day of delay that will apply to the due unpaid total.
4.10. In case that in the mentioned situation in art. 16.14 from Terms and Conditions the courier will inform Cafendo regarding the fact that the seller has a payment delay of the amounts due to the courier for the rendered services, linked to Product delivery, after informing the Seller, Cafendo will be able to pay the courier the due amount of the Seller, and after that being able to retain the amount from the total of the product value.
5. RESTRICTION, SUSPENSION AND TERMINATION OF ACCESS TO THE MARKETPLACE PLATFORM
5.1. The measures that Cafendo can take regarding the Products sold by Seller on the Cafendo Platform if the operating rules of the Cafendo Platform, the Terms and Conditions or Regulations that are not observed are:
Product Blocking – the measure consisting in withdrawing the Product from the Cafendo Platform, its reactivation following to be done by Cafendo, in case of:
• The Seller violated the obligations under the Regulations and the Terms and Conditions regarding the marketing of the respective Product, including the obligations regarding the observance of the intellectual property rights, and Cafendo followed to inform the Seller about the measure taken. If the remediation is possible (obtaining the necessary approvals/authorizations, changing the description/name/specifications, uploading the necessary documents, etc.) the Product will be reactivated as soon as possible after the remediation.
• Cafendo receives complaints (regardless of the communication channel) from Customers or third parties regarding the quality, conformity, Product, correctness of the information presented, etc. and these are accompanied by supporting documents. If following the verifications performed, it is found that there was no violation, the Product will be reactivated.
• The Product receives within 30 days several negative reviews from Clients, being affected by the Note obtained by the Seller to the Cafendo questionnaire that monitors Customer Satisfaction (NPS). The Seller is informed of the possible negative impact of the low NPS. The blocking and, subsequently, the reactivation of the Product is made only at the request of the Seller.
• There is an overlap of more than 30% between the Seller's Products and the products of another seller who has the same administrator or at least a common shareholder or first degree relative with the administrator or one of the Seller's shareholders and there are suspicions of fraud regarding the two accounts in connection with overlapping products. In this case, the products of the seller who was last listed on the Marketplace Platform and for which there is overlap and suspicions of fraud will be blocked. If, after Blocking the products and informing
sellers about the measure, this activity is repeated, and at the third violation, Cafendo will have the possibility to Inactivate the seller that was last listed on the Marketplace Platform due to illegal behavior and fraud.
• The Seller does not observe the provisions of the Fair-Commercial Practices Policy Appendix.
Product Inactivation - the measure consisting in the withdrawal of the Product from the Cafendo Platform, its reactivation being able to be done both by Cafendo and by Seller, under certain conditions, in case that:
• There are significant price changes (more than 30%, both in terms of reduction and increase) with the potential to be incorrect and to cause damage to the Seller, taking into account the Seller's price history regarding the respective, the price of the product to which the Seller associates its offer, the average prices in the category to which it belongs, the successive price changes in a short interval. The reactivation of the Product will be done as soon as the Seller confirms the correctness of the price.
• The product has a high rate of return caused, in particular, by the discrepancy between the description and the Product or qualitative problems of the Product. The return rate is calculated at category level and according to the price level of the product and represents the ratio between the number of pieces returned and the total of those sold, in a period of 30 days. Depending on the rate of return, the product is classified as Good, Needs Improvement, Very Weak, Will Be Suspended, Suspended, and the information is available in the Seller's account. If a Product reaches Suspended status, it will be reactivated only after repair (correcting the description that generated the returns, updating the stock with a new batch, without problems, etc.).
• The maximum processing capacity (maximum number of orders that can be completed in a day) declared is close to 90%. Depending on the orders received and their completion deadlines (calculated based on the Seller’s declared Working Hours and processing time), it will be calculated how many orders the Seller has to process each day, and when the capacity reaches 90%, the Seller will be informed that, from the existing data, it may no longer have the ability to process orders, so that delivery times to be met. At the request of the Seller, the Products will be inactivated until the maximum processing capacity is adjusted.
• The stock information has not been updated in the last 7 calendar days, in order to reduce the incidence of Orders cancelled by the Seller, until the information is updated. The reactivation will be done immediately after the stock update.
5.2. The measures that Cafendo can take regarding the Sellers who sell Products on the Cafendo Platform if the operating rules of the Cafendo Platform, the Terms and Conditions or Regulations that are not observed are:
Temporary Suspension - a measure that can be taken by Cafendo for:
• The maximum processing capacity (maximum number of orders that can be completed in a day) declared is reached or exceeded. Depending on the orders received and their completion deadlines (calculated based on the Seller’s declared Working Hours and processing time), it will be calculated how many orders the Seller has to process each day, and when it reaches 100% capacity, The seller will be informed that, from the existing data, it may no longer have the ability to process orders, so that the delivery deadlines to be met. At the request of the Seller, it can be Temporarily Suspended, until the maximum processing capacity is adjusted.
• Impossible to contact the Seller at the contact data uploaded in the Marketplace Platform, despite repeated attempts by Cafendo. The Temporary Suspension will last until the Seller requests, through the Messenger, the lifting of the measure.
• Existence of suspicions of fraud (such as, but not limited to, the use or presentation of false, incorrect or incomplete information or documents, which could have the effect of harming Clients or Cafendo; failure to disclose information with the same effect; lack of intention to honor Orders placed by Clients whose payment has been made, the use of deceptive practices, in particular regarding the availability of certain Products on the Cafendo Marketplace, in order to harm Clients or Cafendo) or of non-compliance with the Regulations. Cafendo will make the necessary verifications as soon as possible, depending on the complexity of the situation and, in case of confirmation of these suspicions, will inform the Seller in this regard an8d will be able to terminate the Terms and Conditions by sending a notification, without any other formality or court intervention. From the date of sending the notification by Cafendo, the Seller will no longer have access to the Marketplace Platform.
• Existence of unpaid debts at maturity. The Temporary Suspension measure will last until the payment of all due debts or the acceptance of a rescheduling plan. If the rescheduling plan is not followed, the Temporary Suspension measure can be taken again.
• The Seller does not observe the provisions of the Fair-Commercial Practices Policy Appendix.
During the Temporary Suspension measure, Selleri will have limited access for a certain period, during which time the Seller has the possibility to process the Orders placed by the Customers until the date of suspension and the return requests registered by the Customers, but the Products are not active in the Cafendo Platform and the Seller cannot receive Orders from Customers.
Seller Inactivation – a sanction that can intervene for:
• The Seller does not observe the provisions of the Fair-Commercial Practices Policy Appendix.
Starting with the date on which the sanction of Inactivation is applied, the Seller will have limited access to the Cafendo Marketplace Platform for a period of 30 days, during this interval having only the possibility to process the Orders placed by Customers before Inactivation and return requests registered by Customers, after the term of 30 days, the existing contractual relations between Cafendo and Seller based on these Terms and Conditions will cease under the Terms and Conditions.
5.3. Cafendo will not be held liable for any damages or non-achievement of projected revenues or for any other direct or indirect damages as a result of applying any of the measures provided in art. 5.1. and 5.2. above and also the right of Cafendo to terminate the contractual relations based on the Terms and Conditions will not be prejudiced.