1. DEFINITIONS AND RECITALS
1.1. Definitions, Annexes, and Recitals form an integral part of these Terms and Conditions. Any link, Annex, Applicable Policy or appendix referred to in these Terms and Conditions by textual reference or hyperlink is to be incorporated into these Terms and Conditions in the version in force from time to time, forming an integral and substantial part thereof.
1.2. In these Terms and Conditions, subject to any additional or different definitions provided in the body thereof, the following terms shall have the meanings ascribed to them below:
“Account” | has the meaning set forth in Section 4; |
“Applicable Policy” | means any terms, policy, or rule included by reference in these Terms as published from time to time by IA on the Website or otherwise communicated to the User, such as the Privacy Policy; |
“Artisan DNA” or “we” or “IA” or “Italian Artisan” | means Artisan DNA S.p.A., a company registered under the Italian laws, with registered offices in Pescara (PE), Piazza Duca D’Aosta 28, 65121, Italy; |
“Business User” | means any User who is acting for purposes relating to their trade, business, craft, or profession (i.e., not as a Consumer); |
“Consumer” “Creative Design” | means any natural person who is acting for purposes outside his or her trade, business, craft, or profession; means IA’s design service aimed at developing the creative concept of a collection, including trend analysis, moodboard, sketches, and color palette creation, as described in Section 5; |
“Development Lab” | means IA’s supervised process and environment that covers technical oversight of Prototyping, Sampling and preparation for Bulk Production, as described in Section 5; |
“GDPR” | means Regulation (EU) 2016/679 (“General Data Protection Regulation”); |
“Goods” “Material Research” | indicates the products requested by the User through the Purchase Form; means IA’s service focused on identifying and sourcing suitable fabrics, materials, or accessories from qualified suppliers, including sample gathering and technical notes, as described in Section 5; |
“Parties” | refers collectively to the User and Italian Artisan, with each individually referred to as a “Party”; |
“Payment Service Provider” | has the meaning set forth in Section 13; |
“Platform” | means the platform owned by IA and available on the Website; |
“Price” | means the total consideration payable by the User for the sale of Good or provision of Services, as specified in the relevant Purchase Form, Production Order or Services Order, excluding transportation, insurance, customs duties, taxes and ancillary charges, unless otherwise stated. As further set forth in Section 11; |
“Producer” | indicates one or more producer selected by Italian Artisan for the production of the Goods; |
“Production Order” | means IA’s order document (distinct from the Purchase Form, where applicable) that formalizes the commencement of bulk production, quantities, unit prices, and related terms for the Goods; |
“Production Stages” | indicates the stages of production of the Goods; |
“Prototype” | has the meaning set forth in Section 5; |
“Purchase Form” | means the order document by which the User and Italian Artisan set the quantity of the Goods, key technical references, and delivery timing, and which may incorporate or reference the Price and any applicable stage allocations; |
“R&D” | stands for research and development; |
“R&D, Prototyping and Sampling Sheet” | means the sheet by which the User and Italian Artisan set forth the conditions relating to research and development, Prototype, Sample as well as additional details relating to the Goods; |
“Sample” | has the meaning set forth in Section 5; |
“Services” “Service Order” “Tech Design” | collectively refers to the design, research, and development services provided by IA, including Creative Design, Material Research, Tech Design, and, where applicable, Development Lab; means the order form or confirmation document by which the User and Italian Artisan agree on the scope, timing, and Price of the Services; means IA’s service consisting in the creation of detailed technical drawings, measurements, and specifications (as further described under in “Tech Pack”) necessary for the future prototyping and production stages, as described in Section 5; |
“Tech Pack” | means the set of technical specifications, measurements, materials, tolerances, patterns and construction details approved by the Parties for the design and manufacture of the Goods, which governs conformity assessments at the Prototyping and Sampling stages; |
“Terms” | means all terms, agreements, arrangements, conditions, and Applicable Policy referred to in these Terms and Conditions, which is legally binding between Artisan DNA (and any subsidiary, parent, associate, or affiliated company) and the User; |
“User” or “You” | means any person or entity that registers on, accesses, or uses the Website, the Platform, or the Services. This term includes both Business Users and Consumers as defined herein; |
“Website” | means www.italianartisan.com, any connected websites and the related Platform. |
2. CONTRACTUAL PURPOSES. ROLE OF IA. NON-COMPETE
2.1. These Terms in general and, where expressly specified, specific provisions will apply to you based on your role in the Platform or in any case with IA by separate agreement external to the Website or Platform.
2.2. Purposes and Forbidden Activities. Artisan DNA provides the Services through its proprietary Website and Platform. The Platform is made available to Users solely for the activities described in these Terms. Business Users may use the Platform for professional purposes (B2B transactions), and Consumers may use the Platform for personal, non-commercial purposes. No other use of the Website or Platform is permitted. Users shall refrain from any activity unrelated to the Services; such forbidden activities include, without limitation, providing or promoting products or services that compete with the Services offered by Italian Artisan.
2.3. Role of IA. Indemnity. Artisan DNA acts as the direct seller of the Goods offered on its Platform. The Goods are manufactured by Producers selected by IA based on their reliability, product quality, and adherence to delivery timelines. The User expressly agrees to indemnify and hold IA harmless from any liabilities arising from the actions or omissions of third parties, including but not limited to the Producers, except as otherwise expressly provided in these Terms. This dual role remains without prejudice to IA’s role as the direct seller of Goods; for the Services, IA acts solely as a design and development partner as outlined in Section 5.
2.4. Non-Compete. By registering on the Website, the User freely chooses and takes the obligation to, for as long as the User is registered on the Website and for a period of 2 (two) years following the termination – for any reason – of the contractual relationship with IA, not to provide only Users registered on the Platform, or any past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns, any service similar to the Services offered by Italian Artisan. IA reserves the right to restrict the access or terminate and cancel the Account if the User offers to other Users registered on the Platform or to the subjects described above services in competition with the Services and in violation of this clause. In addition to the foregoing, IA reserves the right to impose a penalty in the amount of € 3,000.00. The Penalty shall be due and payable by the User immediately upon the occurrence of the breach. IA reserves the right to deduct such penalty from any outstanding balance or to bill the User directly for the full amount. This non-compete obligation applies only to Business Users and shall not apply to Consumers.
2.5. The User is acknowledged and hereby agrees that for a period of two (2) years from the termination – for any reason – of the contractual relationship with IA, IA shall have the right to obtain from the User the payment of the latest applied fees in case the User sells products to other Users or third parties whose professional contact has been created thanks to the IA Services.
3. PROVISION OF SERVICES AND GENERAL RULES
3.1. Only Registered Users shall have the right to access the Website and the Services.
3.2. Accuracy of Information. Business Purposes. When registering on the Website or using any Service or Account, the User agrees to provide accurate, complete, and up-to-date information as required. The User acknowledges that the Services can be used either for business purposes by Business Users or for personal, non- commercial purposes by Consumers. The User agrees not to misrepresent their status as a Business User or Consumer when registering or using the Services. Any fraudulent use of the Services or use for unauthorized purposes is strictly prohibited.
3.3. False Information. Limitation of Liability and Indemnification. IA shall not be liable and the User shall hold IA harmless from any responsibility in case the User registers under a false name or gives false personal or corporate details relating to different individuals or entities when accessing the Services. User is acknowledged and confirms that it is fully aware that there might be risks in dealing with persons acting under false identities. Artisan DNA may use different techniques for checking the accuracy of the information provided by the User. However, given the difficulties of conducting said checks, Artisan DNA cannot guarantee -and shall not be under any obligation to guarantee- the alleged identity of any User.
3.4. Each User: (a) warrants and represents that the information and documentation provided during the registration process or later, while using the Website or the Services, are true, accurate, updated and complete; (b) accepts and undertakes to maintain and update the information whenever their use is required or upon IA request, so as to keep them true, accurate, updated and complete.
3.5. Artisan DNA reserves the right to limit, suspend, or restrict access to, or the use of, the Services, any part thereof, or any functionality of the Website or Platform for any User found to be in breach of these Terms.
3.6. Artisan DNA may, at its own discretion, limit, deny, create different levels of access and use of Services (or part of Services) with regard to different Users.
3.7. Artisan DNA can in any time modify, update, impose conditions, suspend, interrupt any Service, any element within the Service, any functionality of the Website or of the Platform, without notice at any time. The above actions will not preclude the availability and usability to the User of those already purchased and fully paid Services.
3.8. The User undertakes to provide all the information and material requested by Artisan DNA with regard to transactions made directly or indirectly through -or as a consequence- of the use of the Website or Services. Artisan DNA has the right, in addition to recover any damages IA may suffer, to suspend or close the account of any User should said User fail to provide the information and material requested.
3.9. The processing and use of User’s personal information communicated to IA is expressly permitted by these Terms and by the Privacy Policy, which the User confirms to have read, understood, and accepted together with this Terms. In any case, the User allows Italian Artisan to enter information in the User’s database and authorizes IA to share such information with other Users in compliance with the Privacy Policy.
3.10. It is forbidden to use any content or material on the Website or the Platform for purposes other than those explicitly allowed by these Terms or by a written Additional Contract countersigned by a legal representative of Italian Artisan.
3.11. Artisan DNA may allow Users to access the content, products or services offered by third parties by means of hyperlinks, APIs or on the third-party website. Please read the respective third parties’ website terms and conditions and privacy policies before acceding to such websites. The User acknowledges that Artisan DNA does not have any control on the websites of third parties, does not control said website, and cannot be held liable for any content, product or service made available on the internet or on their websites.
4. USER ACCOUNT
4.1. The User shall register only once, acknowledging that Italian Artisan shall have the right to cancel any “double” profile.
4.2. Upon registration, the User will be assigned an account (the “Account”), along with a unique User ID and password (the password is chosen by the User during the registration process). The User ID and password are unique and exclusive to each User. The User is solely responsible for maintaining the confidentiality and security of their User ID, password, and any activities that occur under the Account. The User may not share, assign, or permit the use of their User ID or password with any individual or entity other than their own business entity. The User agrees to immediately notify Italian Artisan upon becoming aware of any unauthorized use of their password or Account, or any breach of security related to their Account.
4.3. The User explicitly acknowledges that any activity on its account (including, but not limited to clicking to accept contracts or supplementary terms, or to subscribe or make any payment for all services, and sending of messages using online messaging) shall be deemed as performed or authorized by the User itself.
4.4. The User explicitly acknowledges that sharing its account with other persons – or to allow more Users, aside from the business entity the User represents, to use its account (collectively, “Multiple use”) – may cause irreparable damage to Italian Artisan or to other Users. The User, therefore, explicitly warrants and shall indemnify Italian Artisan and its affiliates, administrators, employees, agents and representatives against any loss or damage (including, but not limited to, the loss of profits) caused by the Multiple use of their account. The User accepts that, in cases of Multiple use of their account, they shall keep the safety of their account and that Italian Artisan shall not be responsible for any loss or damage deriving from such violation and shall have the right to suspend or cancel the User account, without any responsibility towards the Users.
4.5. If a User account remains inactive for 12 (twelve) months, we reserve the right to close the account. The User may incur a monthly fee until the account is either closed or reactivated, to cover storage, bandwidth, support, and management costs associated with hosting the User’s profile, portfolio storage, file storage, message transmission, and administrative matters
PART II — SERVICES AND PRODUCTION PROCESS
5. SERVICES
5.1. These Terms govern both (i) the provision of design and development Services (Creative Design, Material Research, Tech Design), and (ii) the supervision and coordination of the Development Lab leading to the sale of Goods. The Services are independent from, but may serve as the basis for, the subsequent Production Stages.
5.2. Italian Artisan operates as a design and development partner, supporting Users throughout the creative and technical process leading to the definition of a new collection or product line.
5.3. The Services provided by IA include, depending on the User’s needs, one or more of the following phases:
(a) Creative Design, focused on concept development, trend analysis, and aesthetic definition of the collection;
(b) Material Research, dedicated to the selection of suitable materials, fabrics, and suppliers; and
(c) Tech Design, aimed at creating the technical documentation (Tech Pack) necessary to enable future prototyping or production activities.
Each phase may be purchased separately or as part of a combined package.
All Services are performed under IA’s professional supervision and are delivered exclusively in digital form through the Platform, unless otherwise agreed in writing.
5.4. The Services are intended to define and document the creative, material, and technical specifications of a product concept. They do not constitute a manufacturing or production agreement, nor do they guarantee subsequent production.
5.5. Any sketches, images, or product references displayed on the Platform or provided during the Services are for illustrative and inspirational purposes only. They do not constitute a public offer or binding proposal under Articles 1336 or 1326 of the Italian Civil Code. Final Deliverables (such as moodboards, material sheets, or technical drawings) are customized to the User’s requests and formalized through a Service Order or confirmation email issued by IA.
5.6. Each Service or phase is quoted individually on a project basis. The total price, payment method, and delivery timeline are defined in the relevant Service Order prior to commencement of the work. All amounts are exclusive of taxes, fees, and additional costs, unless otherwise specified. For Consumers, IA ensures that the total price and main conditions are communicated clearly before the conclusion of the contract, in compliance with the Italian Consumer Code (Legislative Decree No. 206/2005) and Directive 2011/83/EU.
5.7. Prices paid for the Services are non-refundable once the corresponding activity has started, except in cases of proven non-performance or breach by IA.
5.8. All Services are provided remotely unless otherwise agreed.
5.9. IA may collaborate with selected independent producers or technicians to perform the Development Lab activities. Their identities remain confidential unless disclosure is required by law or explicitly authorized in writing by IA. All communications with such third parties shall be handled exclusively through IA, and the User shall not contact or negotiate with them directly. Nothing in these Terms shall be construed as creating a partnership, joint venture, or employment relationship between IA and the User or between IA and any third-party collaborator engaged in the provision of Services.
Development Lab
5.10. The Deliverables produced under these Terms (such as sketches, material reports, and Tech Packs) may serve as the basis for subsequent phases within the Development Lab, as described below.
5.11. IA operates as a product development and manufacturing partner, supporting Users through the creation and industrialization of customized Goods under the User’s brand (Private Label) or through the adaptation of existing models offered by selected Producers (White Label). All Goods are manufactured under Italian Artisan’s supervision within the Development Lab, which includes the prototyping, sampling, and bulk production stages.
5.12. The images or product references displayed on the Platform serve solely as sources of inspiration for Users and do not constitute a public offer. Prices are determined on a project basis following completion of the Creative Design, Material Research, and Tech Design phases, as described on the Platform and governed by these Terms. Each purchase shall be formalized through a Purchase Form or Production Order issued by Italian Artisan.
5.13. The Development Lab phase covers the technical supervision and coordination of the production process, including the creation of prototypes and samples in accordance with the approved specifications, as further described below. The outcome of these stages forms the basis of the final sale of the Goods pursuant to Articles 1326, 1346 and 1470 et seq. of the Italian Civil Code.
5.14. After booking a call with product experts, Users can discuss their needs, customize the Goods, and then finalize the order through the following Production Stages (each a “Stage”):
A. Start-up stage
(i) After receiving the R&D, Prototyping and Sampling Sheet undersigned by User, Italian Artisan shall select, at its sole discretion, the Producer available and deemed most responsive to User’s needs;
(ii) The User shall provide all required information, specifications and materials necessary for the proper execution of the project;
(iii) The start-up stage is preparatory and aimed at confirming the technical and creative feasibility of the Goods.
B. Prototyping stage
(i) Italian Artisan agrees to deliver by the date estimated with the User, and in any case no later than 15 (fifteen) days thereafter, the prototype of the Goods, i.e. a minimum viable product (“MVP”) not fully corresponding to the final product but nevertheless attended by its essential characteristics (“Prototype”);
(ii) From the agreed date of delivery of the Prototype, User agrees to notify Italian Artisan promptly, but not later than 15 (fifteen) days thereafter acceptance of the Prototype or, alternatively, any comments;
(iii) Once accepted, the Prototype shall be considered final and unalterable, except where material inconsistencies are detected compared to the technical specifications (“Tech Pack”), including measurement deviations exceeding fifteen percent (15 %) or evident shape inaccuracies visible to the naked eye. In such cases, Italian Artisan shall, at its own expense, correct or remake the Prototype. If the Prototype complies with the Tech Pack within reasonable tolerances but the User requests further modifications for non-technical or aesthetic reasons, a new Prototype shall be produced at the same cost as the initial one.
C. Sampling stage
(i) Within a time agreed upon by the Parties, Italian Artisan agrees to deliver to the User a sample of the final product together with the relevant data sheet (“Sample”);
(ii) The User agrees to verify the conformity of the Sample and, in general, the absence of aesthetic and/or functional flaws or defects;
(iii) Once accepted, the Sample shall be considered final and unalterable, except where material inconsistencies are detected compared to the approved Prototype, including measurement deviations exceeding fifteen percent (15 %) or visible defects apparent to the naked eye. In such cases, Italian Artisan shall, at its own expense, provide a corrected Sample. If the Sample conforms within reasonable tolerances but the User requests additional modifications for non-technical or aesthetic reasons, a new Sample shall be produced at the same cost as the initial one.
D. Bulk Production stage
(i) Within an agreed time after delivery of the Sample, the User agrees to notify Italian Artisan of the verification. The actual realization of the Producer will begin only after the final confirmation of the Sample. Therefore, Prototyping and Sampling are intended as Preliminary Steps only;
(ii) Italian Artisan agrees to deliver the Goods in the way provided in Section 7 below. User acknowledges that it will deem acceptable a number of defective products up to a maximum of 3% and waives any action against Italian Artisan;
(iii) The written Purchase Form by User shall be deemed irrevocable until accepted or rejected by Italian Artisan.
All the above Stages are carried out under Italian Artisan’s supervision within the Development Lab, as described in this Section.
5.15. In all of the foregoing Stages, User shall provide Italian Artisan with timely responses to any communication received from Italian Artisan. In the event of any insufficiency, inaccuracy or delay on the part of the User in the transmission of the directions necessary for the completion of the Goods, Italian Artisan shall not be held responsible for any discrepancies or delays in delivery.
5.16. Any expenses or fees incurred by Italian Artisan during the Production Stages will not be reimbursed even if the User discontinues the Prototype request, the Sample request, and/or the supply of the Goods.
5.17. IA is under no obligation to disclose the identity or names of the Producers involved in the manufacturing of the Goods listed on the Platform. The selection and collaboration with Producers are conducted at IA’s sole discretion, and any information related to the Producers shall remain confidential. Users acknowledge and agree that IA will not be required to provide or disclose any such information, except where required by law or court order. Any inquiries or requests for the disclosure of Producer identities shall be denied unless expressly authorized by IA in writing. Furthermore, any and all communications with Producers shall be conducted exclusively by IA. Under no circumstances is the User permitted to contact or communicate directly with the Producers. Any such communication, if necessary, must be facilitated solely by IA.
5.18. Although the identity of the Producers remains confidential, to ensure the highest quality of the Goods, all Producers selected by Italian Artisan must, in any case, meet the following criteria:
(i) Compliance with Legislative Decree 81/2008 (“Testo Unico sulla Sicurezza sul Lavoro”), ensuring worker safety through risk assessments, adequate training, provision of personal protective equipment, and health surveillance measures.
(ii) Commitment to upholding human rights and labor laws, maintaining high standards for working conditions, and safeguarding employee health and safety.
(iii) All Goods meet declared quality standards and possess the certifications required by law. Producers also comply with international standards for corporate social responsibility, including ethical business practices and respect for human and environmental rights.
(iv) Compliance with Regulation (EU) 2016/679 (General Data Protection Regulation – “GDPR”) to ensure the confidentiality and protection of personal data.
(v) Implementation of an anti-corruption management system in line with international standards, including compliance with Directive (EU) 2018/843 (“5AMLD”) and Legislative Decree 231/2007, to prevent and address corruption and money laundering activities.
(vi) All materials used by Producers meet ethical and environmental standards, ensuring transparency and traceability throughout the entire supply chain.
(vii) “Made in Italy” certification
5.19. IA guarantees the implementation of a quality control system throughout each phase of production to ensure excellence. Processes are continuously monitored by IA to promptly identify and correct any errors.
5.20. Business Users agree not to enter into any contract or arrangement that conflicts with or circumvents these Terms, including engaging in direct negotiations, sales, or manufacturing agreements with Producers introduced by Italian Artisan without IA’s prior written consent. This restriction shall remain in effect for twelve (12) months following the last transaction performed through the Platform. This provision shall not apply to Consumers purchasing Goods for personal use, who remain free to engage in transactions with third parties outside the Platform. This restriction is without prejudice to the broader non-compete obligations set forth in Section 2.4 above.
5.21. The User represents and ensures that it is aware of any domestic laws (including common laws, international laws, and public laws), statutes, ordinances and regulations which may have any impact on its business or on its capacity of doing business.
5.22. IA is not responsible for and does not have any obligation in enforcing any right or obligation deriving from the User. If a User breaches any obligation, the User is solely responsible for enforcing its rights. Not any of the provisions of the Terms is intended to override a right that by applicable law (even international) may not be excluded, in particular any laws related to unfair obligations or contracts. The User Contract should be in compliance with unfair contracts provisions and should be read down to be in compliance with local inalienable rights laws.
5.23. Nothing in these Terms shall be construed as creating any partnership, joint venture, agency or employment relationship between IA and any User.
PART III — CONSUMER RIGHTS
6. DELIVERY
6.1. This Section 6 applies exclusively to Users who qualify as Consumers, meaning any natural person acting for purposes wholly or mainly outside his or her trade, business, craft, or profession. Italian Artisan complies with all applicable consumer protection laws, including Directive 2011/83/EU on consumer rights and the Italian Consumer Code – Legislative Decree No. 206/2005, as amended, hereinafter the “Consumer Code”. In particular, Italian Artisan fulfils its obligations under the Consumer Code regarding the provision of clear and comprehensive pre-contractual information to Consumers. In particular, before a Consumer places an order or enters into a contract on the Platform, Italian Artisan will provide clear and comprehensive information about: the identity and contact details of the seller (Italian Artisan), the main characteristics of the Goods, the total price of the Goods (including taxes and any applicable shipping or additional charges), the arrangements for payment, delivery, and execution of the contract (including the estimated delivery time), the existence of the legal guarantee of conformity for Goods, the conditions, term and procedures for exercising the right of withdrawal (if applicable) and any related return costs, the duration of the contract (if applicable), and the availability of out-of-court complaint and redress mechanisms (such as the EU Online Dispute Resolution platform). Italian Artisan provides this information in a clear, accurate, and easily accessible form before the contract is concluded.
6.2. If you are a Consumer, you have the right to withdraw from the contract for the purchase of Goods, without giving any reason, within 14 (fourteen) days. This withdrawal period expires 14 (fourteen) days from the day on which you or a person indicated by you (other than the carrier) acquires physical possession of the Goods. If your order consists of multiple Goods delivered on different days, the withdrawal period for the entire order expires 14 (fourteen) days from the day you (or your designated person) acquire possession of the last Good. To exercise the right of withdrawal, you must inform Italian Artisan of your decision to withdraw before the above 14-day period expires. You may do so by an unequivocal statement (for example, by email or through any withdrawal form interface provided on the Platform). You may use the model withdrawal form pursuant to Annex I of Directive 2011/83/EU (or equivalent format provided), but it is not mandatory. Sending your withdrawal notice before the withdrawal period has expired is sufficient to meet the deadline. The burden of proof for exercising the right of withdrawal within the prescribed period lies with the Consumer.
6.3. If you withdraw from the contract as a Consumer, Italian Artisan will reimburse you for all payments received for the Goods, including the price and standard delivery costs (if any were charged), without undue delay and in any event no later than 14 (fourteen) days from the day on which you informed Italian Artisan of your decision to withdraw. The reimbursement of delivery costs shall be limited to the cost of the standard delivery method offered by Italian Artisan at the time of purchase. The reimbursement will be made using the same means of payment you used for the initial transaction, unless you have expressly agreed otherwise; in any case, you will not incur any fees as a result of such reimbursement. Italian Artisan may withhold the reimbursement until it has received the Goods back, or until you have supplied evidence of having sent back the Goods, whichever is earlier.
6.4. As a Consumer, you are obliged to send back or hand over the Goods to Italian Artisan (or to whatever return address or person Italian Artisan designates) without undue delay and in any event no later than 14 (fourteen) days from the day on which you communicate your withdrawal. The deadline is met if you dispatch the Goods before the 14-day period has expired. Unless otherwise expressly agreed by Italian Artisan, you shall bear the direct cost of returning the Goods in case of withdrawal. You are only liable for any diminished value of the Goods resulting from handling them beyond what is necessary to establish their nature, characteristics and functioning (i.e., handling beyond the sort of inspection you would reasonably undertake in a physical store).
6.5. The Consumer’s right of withdrawal does not apply in certain cases provided by law. In particular, you cannot withdraw from contracts: (i) for the supply of goods made to your specifications or clearly personalized (for example, custom-made items produced according to your requests); (ii) for goods which are liable to deteriorate or expire rapidly; (iii) for sealed goods not suitable for return due to health protection or hygienic reasons, if they were unsealed after delivery; or (iv) any other circumstance excluded under Article 59 of the Consumer Code or applicable law. In such cases, Italian Artisan will inform you before the purchase if the right of withdrawal is not applicable.
6.6. Italian Artisan warrants that any Goods sold to Consumers comply with the sales contract. If you are a Consumer, you benefit from the legal guarantee of conformity for a period of 2 (two) years from the date the Goods are delivered to you, as provided by Articles 128-135 of the Consumer Code and other applicable laws. Under this legal guarantee, Italian Artisan is responsible for any lack of conformity of the Goods which exists at the time of delivery or becomes apparent within two years thereafter. In case of a lack of conformity (for example, the Goods do not match the description, are unfit for the purposes for which goods of the same type are normally used, or lack the quality and performance normal for goods of the same type that you can reasonably expect), you have the right to have the Goods restored to conformity, free of charge, by repair or replacement. If repair or replacement is impossible or disproportionate, or if Italian Artisan fails to complete the remedy within a reasonable period of time, you may request a proportionate reduction of the price or have the contract terminated (with a full refund of the price paid) according to applicable law. You should inform Italian Artisan of any lack of conformity of the Goods within the time period required by law. In Italy, for example, the Consumer must report the defect or lack of conformity within 2 (two) months from the date of its discovery. The legal guarantee of conformity operates in addition to any commercial or manufacturer’s warranty that may be provided, and it does not affect your rights under those warranties. The legal guarantee does not cover defects or damage resulting from misuse, improper handling, or failure to follow care and maintenance instructions provided by Italian Artisan.
6.7. If you are a Consumer and have a complaint regarding a product or service provided by Italian Artisan, you may contact us at the support contact information provided on the Website or in these Terms. We will endeavor to address your concerns. Additionally, pursuant to EU Regulation No. 524/2013, we inform Consumers that they have the option to use the European Commission’s Online Dispute Resolution (ODR) platform to resolve disputes. The ODR platform can be accessed at https://ec.europa.eu/consumers/odr. Through the ODR platform, you can submit a complaint and find further information about alternative dispute resolution. Please note that Italian Artisan’s email address for contact is administration@italian-artisan.com.
6.8. Applicable Law and Jurisdiction (Consumers): Contracts concluded with Consumers under these Terms are governed by Italian law. However, this choice of law does not deprive you of any mandatory consumer protections available under the law of your country of residence. In other words, you will enjoy the protection of any provisions of law in your country that are more favorable to you than the Italian law standards, as per Article 6 of EC Regulation 593/2008. Furthermore, notwithstanding any jurisdiction clause in Section 26 of these Terms, if you are a Consumer, you have the right to bring legal proceedings in the courts of your own place of residence or domicile. Any clause in these Terms that conflicts with this right (including any clause mandating exclusive jurisdiction in a different forum) shall not apply to Consumers.
PART IV — DELIVERY, RISK AND QUALITY CONTROL
7. DELIVERY
7.1. Delivery is deemed to be made when the Goods are delivered by Italian Artisan to the shipper for forwarding to the User. The risk regime applicable to Users varies depending on whether they are Business Users or Consumers, as detailed in Sections 7.3 and 8.1.
7.2. Each delivery date for the Prototype, Sample and Goods shall be agreed between the Parties in writing or indicated in the Purchase Form attached to these Terms.
7.3. If the User refuses to take delivery of the Goods without a justified reason (e.g. absent any defect or breach by Italian Artisan), Italian Artisan shall still be entitled to payment of the full Price for such Goods. However, this clause shall not apply if the User is a Consumer exercising a lawful right of withdrawal or cancellation in accordance with Section 6 (Consumer Rights) or applicable consumer law.
7.4. Except in the case of willful misconduct or gross negligence, Italian Artisan reserves the right to extend the delivery terms of the Goods set forth in the Purchase Form for an additional 10 (ten) days, without being in any way obligated to pay any indemnity or compensation in the event of exceptional circumstances such as, but not limited to:
(i) causes of force majeure such as but not limited to strikes, lack or insufficiency of power, fire in Italian Artisan’s or Producer’s companies, and/or any event not attributable to the latter;
(ii) Insufficiency, inaccuracies, or delays on the part of the User in transmitting the information necessary for the production or delivery of the Goods;
(iii) Any changes accepted by Italian Artisan after receipt of the Purchase Form;
(iv) difficulties in the supply of raw materials.
7.5. It is understood that Italian Artisan will take all necessary measures to minimize the impact of such exceptional circumstances in order to ensure delivery by the date agreed upon in the Purchase Form.
7.6. In the event that Italian Artisan has to postpone the delivery of the Goods from the due date, at User’s request or for cause even indirectly attributable to User, all additional costs, if any, such as, for example, storage, handling or transportation, shall be borne by User.
8. TRANSPORTATION & PACKAGING
8.1. Unless otherwise agreed in writing by the Parties, Italian Artisan will arrange shipment of the Goods to the address provided by the User. For Business Users, the Goods shall be delivered ex works (Incoterms® 2020) from Italian Artisan or the Producer’s facility, even if Italian Artisan assists with shipment; in such case the Goods travel at the Business User’s risk and responsibility, and the Business User indemnifies Italian Artisan against any liability during transport (even if delivery is agreed as ‘free at destination’). If the User is a Consumer, the Goods shall be delivered to the Consumer’s designated address, and the risk of loss or damage to the Goods passes to the Consumer only when the Consumer (or a person indicated by the Consumer, other than the carrier) acquires physical possession of the Goods.
8.2. Any insurance of the Goods during transport will be under the liability of the User.
8.3. User is responsible for customs clearance of the Goods and any and all incidental operations connected therewith as well as payment of customs charges and taxes. Italian Artisan agrees to provide to User all documents, certificates and information required and, in its possession, to facilitate customs clearance of the Goods covered by these Terms.
8.4. Any claims relating to the condition of the packaging, quantity, number or external characteristics of the Goods (so-called apparent defects), must be notified to Italian Artisan in the way of communication provided in these Terms, under penalty of forfeiture, no later than 7 (seven) days from the date of receipt of the Goods. Any claims relating to defects not detectable by diligent inspection at the time of receipt (so-called hidden defects) must be notified to Italian Artisan in the same way, under penalty of forfeiture, within 7 (seven) days from the date of discovery of the defect and in any case no later than 1 (one) month from delivery. Claims must be accompanied by truthful photographic or video evidence that clearly depicts the alleged defects. For the avoidance of doubt, the time limits and procedures in this Section 8.4 apply to Business Users. They do not apply to Consumers and shall not limit any rights of Consumers to notify defects or non-conformity within the timeframes provided by applicable law (see Section 6.5 above).
8.5. Italian Artisan shall carry out, also through the Producer, the packaging for the shipment of the Goods in the form discretionarily deemed most appropriate and shall not be liable for any damage, breakage, tampering and shortages that may occur after delivery to the carrier. Italian Artisan is therefore relieved of all liability in the event of loss and damage to the Goods caused by inaccurate transportation or handling. The exclusions of liability in this Section
8.5 (and in Section 8.6 regarding carrier liability) apply only to Business Users. Italian Artisan remains liable to Consumers for any loss or damage to the Goods occurring prior to the Consumer taking possession of the Goods, as stated in Section 7.1 and in accordance with applicable law.
8.6. Packaging is carried out according to the experience of use of the Producer or Italian Artisan, unless specific requests formulated by the User, which must be specifically formulated in writing. Any claims or disputes arising out of or in connection with the transportation and/or complementary and/or subsequent operations thereto shall be brought exclusively by the User against the carrier or third party responsible, if any.
8.7. The packaging provided by Italian Artisan is intended to be of the “standard” type, i.e., designed solely to ensure the protection and preservation of the Goods during transport, without any guarantees or details regarding the aesthetics or customization of the same. If User desires special packaging, (such as, for example, boxes or customized packaging) it shall agree on the special packaging arrangements with Italian Artisan. The terms and conditions regarding the provision of such special packaging shall be the subject of a specific agreement in writing between Parties.
8.8. Unless otherwise agreed, prices are for Goods packed in accordance with industry custom in relation to the agreed means of transport, delivered ex-works, it being understood that any other expenses or charges shall be borne by User.
8.9. It is understood that any claims or disputes shall not entitle User to suspend or otherwise delay the Price for the Goods in dispute.
9. DEFECTS AND WARRANTIES OF THE GOODS
9.1. The warranty of conformity of the Goods with the provisions of these Terms and the Purchase Form is 1 (one) month from the date of delivery of the same. Italian Artisan agrees to remedy any defects, lack of quality or lack of conformity of the Goods attributable to it, occurring within 1 (one) month from delivery of the Goods, provided the same has been promptly notified by User in accordance with Section 8.4 above. The notification must include clear and truthful photographic or video evidence depicting the alleged defects. Italian Artisan shall have the option to either repair or replace the Goods found to be defective or to refund User. The replaced or repaired Goods under warranty shall be subject to the same warranty for a period of additional 15 (fifteen) days from the date of repair or replacement.
9.2. Italian Artisan does not warrant that the Goods will meet particular specifications or technical characteristics or be suitable for particular uses except to the extent that such characteristics have been expressly agreed to in these Terms, in the R&D, Prototyping and Sampling Sheet or in the Purchase Form.
9.3. Except in the case of willful misconduct or gross negligence, Italian Artisan for well-founded claims shall be obliged, at its discretion, in the case of defects, lack of quality or lack of conformity of the Goods, only to repair the same or to supply Goods in replacement of the defective Goods or, alternatively, to reimburse the User. It is understood that the aforesaid warranty is absorbent and in lieu of the warranties or liabilities provided by law, and excludes any other liability of Italian Artisan (whether contractual or non-contractual) however arising from the Goods supplied, including without limitation damages, lost profits or any recall campaigns. In any event, Italian Artisan’s liability for defects of conformity shall not exceed the value of the Price initially paid by User.
9.4. It is understood that Italian Artisan reserves the right, in conjunction with the Producer, to examine the merits of the claims, and the right of Italian Artisan to return the disputed Goods is unaffected.
9.5. In the event that complaints prove to be unfounded, Italian Artisan may charge the cost of inspection and subsequent delivery to User. Complaints and disputes however do not give User the right to delay or suspend payment of the Price.
9.6. Notwithstanding anything to the contrary in this Section 9, if the User is a Consumer, the Consumer is entitled to the legal guarantee of conformity and related rights as described in Section 6.5 (Legal Guarantee of Conformity). Any shorter warranty period or limitation of liability provided in this Section 9 applies only to Business Users and is not applicable to Consumers. Therefore, this Section 9 applies exclusively to Business Users. Consumers are covered by Section 6.5.
10. RETENTION OF TITLE
10.1. It is agreed that the Goods delivered shall remain the property of Italian Artisan until full payment of the Price has been received by Italian Artisan.
10.2. The retention of title shall extend to Goods sold subsequent to delivery by User to third parties and to the price of such sales, within the maximum limits provided by the law of User’s country governing this clause.
PART V — PRICE, PAYMENT AND FINANCIAL TERMS
11. PRICE AND PAYMENT TERMS
11.1. The Price constitutes the consideration for the sale of Goods under applicable Italian civil and tax law. The Price may include, as applicable:
(a) the portion relating to the Prototyping Stage,
(b) the portion relating to the Sampling Stage, and
(c) the portion relating to the Bulk Production Stage.
Unless expressly stated otherwise in the Purchase Form, the Price does not include transportation, insurance, customs duties, taxes, or ancillary charges, which remain for the User’s account (see Section 8).
11.2. The Prototyping, Sampling and Bulk Production Stages form a single integrated sales process and are not to be treated as separate fees. Any amounts paid prior to the completion of the sale constitute advance payments on the final Price.
11.3. Any payments made by the User for the Prototyping or Sampling Stages shall be considered advance payments on the final Price of the Goods. These preparatory stages are part of a single sales process and do not constitute separate fees. Accordingly, any amounts paid prior to the completion of the sale form part of the overall Price.
11.4. Unless otherwise stated in the Purchase Form or expressly agreed in writing:
(a) a deposit of 50% (fifty percent) of the total Price shall be paid upon confirmation of the Purchase Form;
(b) the remaining 50% (fifty percent) shall be paid prior to shipment of the Goods.
In specific cases and at Italian Artisan’s discretion, the deposit may be reduced where expressly authorized by the project manager or specified in the Purchase Form.
Failure to comply with the payment schedule entitles Italian Artisan to suspend production or delivery until payment has been made in full, without prejudice to the retention of title provisions in Section 9.
11.5. Where the User qualifies as a Consumer, the applicable payment terms shall be those displayed at checkout or in the Purchase Form. Any advance payments by Consumers will be managed in accordance with Section 6 (Consumer Rights) and mandatory consumer protection laws, including refund rights under Directive 2011/83/EU and the Italian Consumer Code (Legislative Decree No. 206/2005).
11.6. Invoices shall be issued by Italian Artisan in compliance with applicable VAT and invoicing laws. Payments must be made exclusively through the Platform and its designated Payment Service Provider, as set forth in Section 13. Any payment made outside the authorized channels shall not discharge the User’s obligations toward Italian Artisan.
11.7. For B2B transactions and prior to shipment, Italian Artisan may adjust the Price only to reflect documented and exceptional variations in input costs (e.g., raw materials, logistics, or energy) that (i) occur after the date of the Purchase Form, and (ii) exceed ±8% on the affected component. Italian Artisan shall notify the User in writing with supporting evidence, and the Parties shall act in good faith to agree on an equitable adjustment. If no agreement is reached within 10 (ten) days, the User may cancel the affected order without penalties, with reimbursement of any unused deposits; Prototype and Sample amounts already performed remain due.
11.8. In the event of delayed or missed payment, Business Users shall be liable for default interest in accordance with Legislative Decree No. 231/2002 on late payments in commercial transactions, together with reasonable recovery costs.
11.9. For Consumers, only the statutory default interest permitted under applicable consumer law shall apply, and no additional penalties may be imposed beyond those provided by law.
11.10. The Business User may not suspend or set off payments against any claims or disputes, except where set-off is mandated by law or expressly agreed in writing by Italian Artisan.
11.11. This limitation does not affect Consumers’ statutory rights.
11.12. Payments made for the Prototyping and Sampling Stages correspond to work already performed and are therefore non-refundable once the respective stage has commenced, except where:
(i) Italian Artisan fails to deliver the Prototype or Sample in accordance with Section 7, or
(ii) otherwise required by consumer protection law.
11.13. The general “no-refund” provisions set out in Section 14 apply only to B2B transactions and do not affect Consumers’ mandatory rights under Section 6 or applicable law.
11.14. Italian Artisan may allocate any partial payments received to the oldest outstanding invoices, unless the User indicates otherwise in writing at the time of payment, in accordance with applicable law.
11.15. The User shall promptly provide evidence of payment upon Italian Artisan’s request. Failure to provide such proof within the requested timeframe may result in the suspension of production or delivery.
11.16. This Section 11 shall survive termination of the contractual relationship to the extent necessary to settle outstanding balances and to give effect to Sections 5 (Services and Development Lab), 7 (Transportation & Packaging), 10 (Retention of Title), 13 (Payment Service Providers), and 14 (Financial Provisions and Refunds).
12. TAXES
12.1. Each Party is responsible for fulfilling its tax and social security obligations.
12.2. The User is acknowledged that depending on its location or residency or domicile, the User may be subject to certain taxes (ad valorem, withholding, or others) in addition to the fee charged by IA.
13. PAYMENT SERVICE PROVIDERS
13.1. The User acknowledges and agrees that IA may appoint, at its sole discretion, related bodies, affiliates, subsidiaries or independent other third parties to act as payment service providers (the “Payment Service Providers” e.g., Stripe) to make payments or manage payments on IA behalf from or to Users.
13.2. The Payment Service Providers will have the same rights, powers and privileges that IA has in relation to payment provisions. In no event, IA will be considered liable to Users for any loss, damage or liability resulting from the Payment Service Providers’ contractual breach and/or acts beyond the authority given by IA or beyond IA control.
13.3. Should IA appoint a Payment Service Provider, the User will be informed of which payment is managed by the Payment Service Provider at the moment the payment is due. A payment made by the User to the appointed Payment Service Provider will discharge the User from that payment obligation with regard to the Price; should not this be the case; IA is entitled to recover its fees by any legal or judiciary means. The User is acknowledged that the Payment Service Providers may have their own terms and conditions which their services are subject to; thus, the User hereby accepts and agrees to be bound and to comply with such terms and conditions and any changes made from time to time. In order for IA to enable such payment processing services, the User agrees to provide IA with accurate and complete information about transactions and its tax identification numbers, and authorizes IA to share such information and transaction data related to the use of payment processing services.
13.4. The User is acknowledged that any processing on its personal data provided in connection with the payment to the Payment Service Provider is managed and regulated by such Payment Service Provider and its privacy policies. Except as otherwise provided (e.g., in IA Privacy Policy), IA does not collect, store, or process any personal data related to credit cards or to other payment methods (e.g., used name, password, etc.). The Payment Service Provider is the sole responsible for the processing and storage of such data.
13.5. The User acknowledges, declares, and agrees that all transactions related to the Services offered by IA, the use of the Platform, and the payment for Goods and Services must be completed exclusively through the Platform and its designated Payment Service Provider. Additionally, the User acknowledges and accepts that IA is entitled to deduct its fees directly from transactions processed on the Platform via the Payment Service Provider.
14. FINANCIAL PROVISIONS AND REFUNDS
14.1. IA reserves the right to collect any amount due to it by any legal means.
14.2. Your data may also be requested, collected and archived to be communicated by Italian Artisan to the competent authorities in order to comply with the reporting requirements of Legislative Decree 32/2023 implementing Council Directive (EU) 2021/514 of 22 March 2021 amending Directive 2011/16/EU on administrative cooperation in the field of taxation.
14.3. Refunds. Any amount paid to Italian Artisan is non-refundable. However, you may send to us a detailed written request for a refund for an amount you believe you have unduly paid relating to fees or charges payable to us. The request does not represent a right to be reimbursed, which may or may not be provided at the sole discretion of IA. IA may choose to refund you at its sole discretion and does not have any obligation to refund you unless stated in a final judicial order. If we accept to provide you with the refund, the funds will be received by you via the same payment method you used to make the original payment to us.
14.4. We may refund funds to you regardless of whether or not a User has requested a refund of funds if in case we decide in our sole discretion that: (1) we are required by law or believe to be required by law to do so; (2) refunding the funds to you will avoid any dispute or increase in our costs; (3) you have made a double payment in error; or (4) a refund of funds is likely to be necessary to avoid undue charge to your credit card; (5) in any other case we decide a reimburse is necessary.
14.5. If you have already initiated a chargeback request with your credit card issuer, you should not request a refund of funds by contacting us and you should not seek double recovery.
14.6. If, after considering all relevant circumstances, we reasonably determine that you have made an excessive or unreasonable number of requests for reimbursement of funds or chargebacks, we may suspend, limit, terminate your account, or apply any other measure to safeguards IA rights as provided by these Terms or by law.
14.7. In the event that, for any reason, a User must return the payment, or part of it, received from another User (e.g., refunds for defective Goods, for any return or withdrawal policies granted by a User), the Users accept and in any case release IA from having to return the amount due to it obtained for the Services provided and for the transaction that has taken place; any sum collected by IA, therefore, will remain acquired by IA and will not be subject to any refund unless otherwise established in the sole discretion of IA.
14.8. The provisions of this Section 14 (including no-refund policies or Price retention) do not affect a Consumer’s right to refunds under applicable law. If the User is a Consumer and validly withdraws from a contract or is entitled to a refund due to defective/non-conforming Goods, Italian Artisan will refund all amounts paid by the Consumer for those Goods (including any standard delivery costs) in accordance with Section 6 and applicable consumer protection laws
15. CHARGEBACKS
15.1. A chargeback (which is a dispute of a payment that a User forwards to the card issuer or financial institution), and any subsequent reversal instructions, is made by the issuer of the payment product or a third party (such as Payment Service Providers) and not by us.
15.2. You acknowledge and agree that we shall be entitled to recover any chargebacks and reversals that may be imposed on us by a payment product issuer or third party (such as Payment Service Providers) from the funds paid to you by other Users through the Website, as well as any processing or other expenses incurred by us for such chargebacks and reversals.
15.3. You agree that, at our sole discretion, we may cancel payments made to you which are subject to chargebacks or reversals instructions through the payment product issuer or third parties (such as Payment Service Providers). If you initiate any chargeback or other request for information or similar process, you expressly agree and consent to share all information in connection with your agreement to these Terms in order to defeat any chargeback request.
PART VI — LIABILITY AND LEGAL FRAMEWORK
16. WARRANTIES AND DISCLAIMERS
16.1. Each Party represents and warrants to the other Party that:
(i) has the full right, authorizing power and corporate authority to enter into these Terms and to perform its obligations under it;
(ii) the execution of these Terms and the performance of obligations under it do not and will not conflict with or result in a breach (even with the passage of time) of any other agreement; and
(iii) these Terms has been duly executed and delivered, and constitutes a valid, binding and enforceable agreement in accordance with its terms.
16.2. User will promptly notify Italian Artisan in writing upon becoming aware of any violations or possible violations of Applicable Law in connection with these Terms. User also agrees to promptly notify Italian Artisan in writing of any inspection, order, request and/or communication received in connection with these Terms.
16.3. The Parties undertake to ensure that these Warranties are true and correct throughout the duration of the Terms. Each Party also undertakes to inform the other Party, in writing and without delay, of facts, events, circumstances, and/or conduct, either its own or of third parties, that result in the Warranties being false or incorrect. This obligation shall also be understood to extend to those facts, events, circumstances and/or conduct that the Party should know using ordinary diligence.
16.4. Italian Artisan also warrants to the User compliance with the following contractual obligations:
(i) Italian Artisan shall ensure the implementation of a quality control system with respect to each Goods Production Stages in order to meet the established criteria of excellence and by constantly monitoring the processes to identify and correct any errors in a timely manner;
(ii) Italian Artisan will ensure that the Goods obtain “Made in Italy” certification;
(iii) In making the selection of the Producer of the Goods by separate agreement, Italian Artisan undertakes, at its sole discretion, to select only the best Producer of its own knowledge, giving preference to those who have demonstrated a solid track record in terms of reliability, product quality, and adherence to timelines.
17. USER RESPONSIBILITY. USE OF THE WEBSITE
17.1. Using IA Website. While using the Website, the User will not attempt to do any of the following:
(i) post inappropriate content or items on any areas of our Website;
(ii) infringe any laws or third-party rights or our policies;
(iii) fail to pay Services purchased;
(iv) circumvent our fee rules;
(v) post false, misleading, deceptive, inaccurate, defamatory or offensive content (including not requested personal information);
(vi) take any action that may weaken the reputation and the feedback of IA; e.g.: displaying feedback information or using it for different purposes then those allowed in accordance with these Terms;
(vii) transfer the IA User account (including feedback) and ID to another party without our written consent;
(viii) distribute or post spam, viruses, bulk electronic communications, chain letters or pyramid schemes;
(ix) distribute any technologies that may harm IA, its Website, interests and property (including IP rights, privacy and publicity rights) or is unlawful, threatening, abusive, defamatory, invasive of privacy, vulgar, obscene, profane or which may harass or cause distress or inconvenience to, or incite hatred of, any person;
(x) aggregate or download listings from our Website to display with listings of other websites without express written permission or otherwise incorporate any part of the Website into other website without our authorization;
(xi) attempt to modify, translate, adapt, edit, disassemble or reverse engineer any software or platform used by us and connected to the Website or the Platform;
(xii) share, distribute, copy and modify rights or content of the Website or IA’s copyrights and trademarks;
(xiii) collect information about Users, including email, addresses without consent;
(xiv) use IA Services to facilitate money exchange including for example cryptocurrency;
(xv) perform any kind of activity that may harm IA, the Users, or any third party.
17.2. Each User:
(i) shall not use any automated means to access the Website by any means for any purpose whatsoever without our express written permission;
(ii) shall perform any activity in the Website in compliance with the applicable laws and regulations;
(iii) shall complete any trade transaction with other Users in good faith;
(iv) shall perform all the activities in compliance with the Terms and any other applicable Additional Agreement, Applicable Policy and User Contract;
(v) shall not use the Services or the Website to defraud any person or entity (including – but not limited to –, using stolen credit/debit cards);
(vi) shall not impersonate any other person or entity, nor misrepresent their affiliation to any person or entity;
(vii) shall not engage in spamming of phishing activities;
(viii) shall not engage in illegal activities (including – but not limited to – those which might represent a crime or give rise to civil liability, etc.) or encourage or take part in such illegal activities;
(ix) shall not attempt to copy, reproduce, exploit or expropriate the different proprietary directories, database and lists of Italian Artisan;
(x) shall not engage in activities involving computer viruses or destruction systems and codes that damage, interfere with, bug or expropriate any hardware or software, or personal data and information;
(xi) shall not implement any plan to undermine the integrity of data, systems or networks used by Italian Artisan and/or any User of the Website, or to obtain the non-authorized access to the data of said systems or networks;
(xii) shall not engage in any activity which might give rise to any responsibility for Italian Artisan or its affiliates;
(xiii) is acknowledged of any Applicable Policy and explicitly accepts the terms contained therein.
17.3. The User shall provide to IA all the necessary information, materials and approval in order to give the reasonable assistance and necessary cooperation for the provision of Services, and shall immediately assess whether such information, materials and approvals have violated the Terms, laws, or right of third parties.
17.4. The User acknowledges and accepts that Artisan DNA is not obliged to actively monitor, nor to exercise any types of controls over the form or content of any message, material or information created, obtained or accessible through the Service or the Websites. Artisan DNA shall not approve, check or – in any case – certify the content of any comment or other material or information by any User. Each User is solely responsible for the content of their communications and shall be legally liable for the content of their comments, materials, or any other information they provide.
17.5. With respect to the right to terminate your account, you may close your account at any time. The option can be found in account settings. Closing your account shall not in any case impair our and third parties’ rights to collect any amounts due by you.
17.6. Account closure is subject to, in addition to other provisions of these Terms:
(i) Not having any pending quote on the Website;
(ii) the resolution of any outstanding issues (such as the suspension or restriction of your account); and
(iii) the payment of any fees or amounts due on the account.
17.7. IA will retain User information even after the closure of User’s account only and exclusively to comply with regulatory requirements, any other purpose excluded. Information not required to comply with applicable laws and regulations will be returned to the User and/or definitively canceled and/or destroyed following the closure of the User’s account.
18. USER VIOLATIONS
18.1. Should the User violate any of the Terms or should IA have reasonable grounds to believe that a User is in violation of the Terms, or any Applicable Policy, Artisan DNA has the right to impose a “sanction” (as defined below) against said User, or to suspend or close said User account or the subscription to any Service, without this giving rise to any responsibility upon IA or faculty to act for the User, and without prejudice to any damages suffered by IA or any other User deriving from such violation.
18.2. Such possible “sanctions” include – but are not limited to – the faculty to warn Users or impose restrictions on the use by the User of any characteristics and functions of any Service, for a period of time that Artisan DNA, at its own discretion, deems reasonably adequate.
18.3. Without prejudice to the generality of the Terms, a User shall be considered in violation of the Terms if:
(i) following a report or complaint by a third party, Artisan DNA has reasonable grounds to believe that the User is in breach of these Terms or any other agreement connected with the Services with said third party;
(ii) Artisan DNA has reasonable grounds to suspect that the User has used a stolen credit card, or other false or misleading information in any of the transactions;
(iii) Artisan DNA has reasonable grounds to suspect that the User is in breach of section 2.3, 4, 10, 11, 12, 13, 14, 20, 22 of these Terms or is not paying a fee due to IA;
(iv) Artisan DNA believes that the actions of the User can cause a financial loss or give rise to legal liability for Artisan DNA, its affiliates, or other Users.
18.4. Artisan DNA reserves the right to fully cooperate with government authorities, private investigators and/or damaged third parties, when researching any suspect violation of the law. Moreover, Artisan DNA shall have the power to disclose the identity and contact information of Users, upon request of a government authority or a damaged third party, when applying the law, or in the case of an order to appear or any other legal action. Artisan DNA shall not be responsible for any damage or result deriving from said disclosure.
18.5. Artisan DNA may, at any time and at its own discretion, impose limitations, suspend, interrupt the use of any Service or Website by the User, without being responsible to the User, should Artisan DNA have received notification of the fact that the User has violated any agreement or arrangement with IA or any of the affiliates of Artisan DNA, and said violation implies dishonest and fraudulent activities – or should this involvement be suspected. Artisan DNA reserves the right to publish the documentation or registrations of said violation on the Website, without prejudice for the fundamental rights and freedoms of natural persons in relation – for instance- to the protection of personal data (e.g., by using pseudonyms). Artisan DNA is not obliged to examine said violation or request any further confirmation by the User.
18.6. Each User accepts to indemnify Artisan DNA, its affiliates, administrators, employees, agents and representatives and to hold them harmless from any and all damage, loss, activity and liabilities which might derive from the violation of Terms.
19. IP RIGHTS
19.1. The User agrees and it is responsible:
(i) to comply with intellectual property rights, copyright and the exclusive rights of Italian Artisan on the Website and on the Platform, and not to disclose – or use for other purposes – the information and any other element which can be found on the Website;
(ii) not to exploit the Website contents for commercial purposes.
19.2. Artisan DNA is the sole owner and legitimate licensee of all rights and interests of the Services, the Website and its content. The Website and its content enclose trade secrets and other intellectual property rights which are protected by copyright laws worldwide and by any other applicable laws.
19.3. The “Artisan DNA” and “Italian-Artisan” brands and logos, and the respective icons and logos, are registered trademarks or service marks of Artisan DNA, registered in various jurisdictions, and are protected by intellectual property laws. Unauthorized copy, modification, use or publication of these brands is strictly prohibited and prosecuted under the applicable civil and criminal laws.
19.4. Artisan DNA may avail itself of independent third parties involved in the provision of Services (for example, providers of authentication and verification services, or Payment Service Providers). It is strictly prohibited to use any brand, service mark or logo of such third parties.
19.5. By publishing or transmitting information, contents, comment, material, trademarks or registered logos or any other IP right (“User Content”) on or to the Website or the Platform, the User declares, represents and warrants to own said content, to be entitled to perform said activities, and grants Italian Artisan an irrevocable, perpetual, geographically unlimited, royalty-free and sub-licensable (at different levels) license to exploit – in any manner connected to the Website and the Services – one or all of the User Content, by any means, media or technology currently know or not known, in any manner and for any purpose which might be useful for the Website functioning, the provision of Services and/or the User activity, and in particular for advertising campaigns, any promotional purposes, or to execute any agreement with the User or with third parties.
19.6. Any communication to third parties regarding the relationship between Italian Artisan and the User shall necessarily be agreed upon in writing between Italian Artisan and the User.
19.7. Italian Artisan may freely use the reports and/or results issued by the User resulting from the activity covered by these Terms.
19.8. The User agrees, upon termination of the Terms, whatever the cause of termination, to immediately return to Italian Artisan any material, in any medium (paper, digital, etc.) related to the Goods even if not yet finished production or not approved (e.g., drawings, drafts, etc.), also agreeing not to retain copies.
19.9. The User shall hold IA harmless and shall indemnify IA for any direct and indirect damages, including costs and actual or potential losses that IA may suffer in connection with the breach of this section or due to the violation of third parties’ rights on the IP or any User Content provided by the User.
19.10. The User agrees to be the sole responsible for its User Content transmitted to other Users or to IA. To this regard, Users may execute NDAs or similar agreements in order to protect their rights. IA does not monitor or control in any way the legitimacy of the User Content and it is not part of any confidentiality or non-disclosure agreements in place between the parties. In case the User decides to unshare its User Content, it can and shall ask the relevant User the destruction or return of its User Content; IA does not have any power over such return or destruction of User Content.
20. LIMITATION OF RESPONSIBILITIES. FORCE MAJEURE
20.1. Italian Artisan does not act directly as the producer of the Goods and Italian Artisan and the Producer are different legal entities. Although Italian Artisan undertakes to provide all warranties set forth in these Terms with the utmost diligence and professionalism, it shall not be liable to the fullest extent permitted by law for unforeseeable events attributable solely to the Producer.
20.2. The Purchaser therefore agrees to indemnify and hold Italian Artisan harmless from any and all claims, liabilities, damages, losses, costs and expenses, including attorneys’ fees, arising out of or in connection with serious and unforeseeable events referable to the Producer (e.g., the death of the Producer) or otherwise for reasons not foreseeable by Italian Artisan. In such eventualities, Italian Artisan will in any event ensure any reasonable effort so that the Producer affected by the serious and unforeseeable event can be replaced and the Goods delivered in a time reasonably agreed upon in good faith by the Parties. Nothing in these Terms (including this Section 20) shall exclude or limit any liability of Italian Artisan toward a Consumer that cannot be excluded or limited under applicable law. In particular, Italian Artisan’s obligations to Consumers regarding the conformity of Goods and legal remedies in case of non-conformity are not affected by these Terms (see Section 6.5).
20.3. The User releases Italian Artisan from liability with respect to any claims of third parties based on the infringement of intellectual or industrial property rights occurring as a result of the supply of the Goods and by virtue of their subsequent use by the User.
20.4. To the fullest extent permitted by law, Artisan DNA is not liable for any form of explicit or implicit responsibility, including – but not limited to – guarantees of sale, quality, duration, delivery, performance, accuracy, reliability, marketability, or suitability for a specific purpose related to the Services.
20.5. Under no circumstances Artisan DNA shall be held responsible and no reimbursement shall be provided for any delay or mistake or interruption of contents and Services provided through the Website, deriving directly or indirectly from an act of nature, or force majeure causes including – but not limited to: internet, computer, telecommunication or other equipment failures; electricity grid failures; strikes; labor disputes; riots and revolutions; insurrections; civil disturbances; epidemic events or lockdowns; labor or materials shortages; governmental actions; orders from national or foreign jurisdictions or non-compliance by third parties; boycotts; lockouts; fires; war (declared or undeclared); civil war; requisitions; embargoes; delays in delivery of components or raw materials.
20.6. If the suspension due to force majeure lasts for more than 6 (six) weeks, each Party shall have the right to terminate these Terms upon 10 (ten) days’ notice to be given to the other Party in the manner provided in these Terms.
20.7. The Website can make available services or products supplied by independent third parties. No warranty or declaration is made as regards said services or products. Under no circumstances can Artisan DNA and its affiliates be held responsible for said products or services.
20.8. Each User agrees to indemnify and hold Artisan DNA, its affiliates, directors, officers and employees harmless from any and all losses, claims, liabilities (including legal costs on a full indemnity) that may result from the use by this User of the Website or the Services (including but not limited to the display of information on the Website by said User) or violation of any of the Terms and Applicable Policies.
20.9. Each User hereby agrees to indemnify and hold Artisan DNA, its affiliates, directors, officers and employees, harmless from any and all losses, damages, claims, liabilities which may arise, directly or indirectly, as a result of any claim by third parties. Each user declares and accepts that Artisan DNA shall not be responsible for the material published by third parties.
20.10. In no event shall we, our related entities, our affiliates or our staff be liable, whether in contract, warranty, tort (including negligence) or any other form of liability for:
(i) any indirect, special, incidental or consequential damages that may be incurred by you;
(ii) any loss of income, business or profits (whether direct or indirect) which may be incurred by you;
(iii) any claim, damage or loss which may be incurred by you as a result of any of your transactions involving the Website or the Services.
The limitations of our liability to you apply regardless of whether we, our related entities, our affiliates or our personnel have been advised of the possibility of such loss or damage.
20.11. In the event of a dispute between Users, or between Users and any third party, you agree that IA has no obligation to be involved. In the event that you have a dispute with one or more other Users, you release IA, its affiliates, and their respective officers, employees, agents and successors from any claims, demands and damages of any kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way connected with such disputes and/or our Services.
20.12. Limitations and exemptions from liability under these Terms apply to the maximum extent permitted by law. Nothing in these Terms (including this Section 20) shall exclude or limit any liability of Italian Artisan toward a Consumer that cannot be excluded or limited under applicable law. In particular, Italian Artisan’s obligations to Consumers regarding the conformity of Goods and legal remedies in case of non-conformity are not affected by these Terms.
21. NOTICES
21.1. Any legal notice or request directed to IA must be made in writing and sent directly to Artisan DNA – either by courier to the following body and address: Artisan DNA S.p.A., Piazza Duca D’Aosta 28, 65121, Pescara, Italy; or certified mail address artisandna@pec.it (PEC), to the attention of: Legal Department. Said notices shall be effective when Artisan DNA receives them according to one of the methods listed above.
21.2. Any legal notification or request about a User is effective if personally handed out, sent by courier, fax or e-mail to the address provided by the User to Artisan DNA, or sending said notice or request to an area of the Website that is accessible to the User.
21.3. The User agrees that all the agreements, notices, requests, information, and other communications that Artisan DNA sends electronically meet the legal requirement in case that notice must be made in writing. You consent to receive communications and information from us regarding the Website and the Services through electronic communication.
22. PROCESSING OF PERSONAL DATA
22.1. Pursuant to GDPR, the User declares that the Personal Data acquired on the basis of these Terms will be processed in accordance with the aforementioned legislation, by electronic and non-electronic means, and will be processed in order to comply with the contractual obligations that have arisen and to fulfill the consequent legal and contractual obligations arising therefrom, as well as to ensure the achievement of effective operational management of these relationships.
22.2. The Personal Data in question may also be communicated – in order to enable the fulfillment of contractual or legal obligations – to all natural and/or legal persons (public and/or private) who contribute to the implementation of the processing activities, in order to be able to ensure the proper performance of activities related to these Terms. For these purposes, consent is not required (see Art. 6 co. 1 lett. b of the GDPR).
22.3. Italian Artisan may always exercise all the rights set forth in Sections 15 et seq. of the GDPR, including those of access, rectification, portability, updating, opposition and limitation to processing as well as cancellation through express communication in writing.
22.4. Further information on how Italian Artisan processes personal data is available in our Privacy Policy, which forms an integral part of these Terms and is deemed expressly accepted upon acceptance of the Terms. Users are encouraged to read it carefully before using the Platform or any related Services.
23. CONFIDENTIALITY
23.1. For the purposes hereof, “Confidential Information” means information or data of a confidential nature provided or made available (orally, in writing, or in any other recorded or tangible form) by or on behalf of User or User’s representatives to Italian Artisan or acquired by Italian Artisan as part of the performance of these Terms. Confidential Information includes all information marked confidential or that a reasonable person would consider confidential in the context of its disclosure or because of the nature of the information, including Personal Data, and may include technical and non-technical information, intellectual property rights, drawings, techniques, plans forecasts, designs, analyses, financial information and pricing structures, or any other information relating to any research projects, ongoing work, future development, marketing or business plans or financial or personnel matters relating to User or its present or future products, sales, suppliers, customers, employees, investors or affiliates.
However, Confidential Information does not include information that:
(i) Is or becomes generally known to the public without breach of any obligation to the User;
(ii) was known to Italian Artisan prior to its disclosure by User without the breach of any obligation owed to User;
(iii) Is received from a third party without violation of any obligation to the User;
(iv) Has been developed independently by Italian Artisan without violating an obligation owed to the User.
To avoid any conflict of interest, the Parties will share the minimum amount of information necessary for the supply of the Goods, without going into the details of proprietary technologies and processes.
23.2. Unless otherwise consented to in writing, for the entire duration of the Terms and thereafter for a period of 3 (three) years (or without any time limit in the case of personal data concerning third parties), including in the event of termination and/or cancellation of the Terms:
(i) each Party shall use the same degree of care it uses to protect the confidentiality of its own Confidential Information of a similar type (but in no event less than reasonable care) not to disclose or use any Confidential Information of Italian Artisan for purposes outside the scope of these Terms;
(ii) Italian Artisan shall limit access to User’s Confidential Information to its employees and/or contractors who need it for purposes consistent with these Terms and who have entered into or are subject to confidentiality agreements with User containing protections no less stringent than those set forth in these Terms; and
(iii) in case of termination of the Terms, for any reason whatsoever, each Party undertakes to return to the other Party any document, information, in any media, containing Confidential Information and/or to destroy such media, upon the simple request of the Party to which such Confidential Information relates, within 15 (fifteen) days of the relevant request.
23.3. Italian Artisan may disclose User’s Confidential Information if it is required by law to do so, provided that it gives User notice of such required disclosure (to the extent permitted by law) and reasonable assistance, at Italian Artisan’s expense, if User wishes to contest the disclosure. If Italian Artisan is compelled by law to disclose User’s Confidential Information as part of a civil proceeding to which User is a party, and User does not contest the disclosure, User shall reimburse Italian Artisan for the reasonable costs incurred in compiling and providing secure access to such Confidential Information.
23.4. Each Party agrees to maintain, and to ensure that its collaborators and employees maintain, the strictest confidentiality regarding these Terms, the activities governed by them, and any additional information exchanged, which shall be considered confidential. This obligation shall continue even after the termination of these Terms.
23.5. The confidentiality obligations set forth in this Section 23 shall extend for a period of an additional 2 (two) years from the termination, for any reason, of these Terms.
PART VII — MISCELLANEOUS AND FINAL PROVISIONS
24. FEEDBACK RATINGS
24.1. IA collects and considers feedback on Goods received from Users.
24.2. The User accepts not to undertake any action which might undermine the integrity of the feedback system of Italian Artisan.
24.3. The User hereby transfers to us any Intellectual Property right on any feedback, reputation or reviews consisting of comments and ratings together with any rating made by us.
24.4. The User may not use such feedback, reputation and reviews incoherent with IA policies at any time without our prior permission.
24.5. The User may not do anything (or omit) to mine the integrity of the Feedback system, such as leaving positive feedback using the ID of secondary Users or through a third party or by leaving groundless negative feedback on behalf of another User. We reserve to suspend or block your account at any time, if we believe that our feedback system may be subverted by your feedback or if we are concerned, in our sole discretion, by any feedback made about you. The feedback rating may not be used for purposes other than those described in these Terms. The feedback may not be used in any real or virtual venue other than our Website or its related partners without our written permission.
24.6. IA shall not have any obligation to monitor or control the feedbacks, comments, or evaluations provided by the Users on the Website. The User is the sole responsible for the content of any feedback, comment or evaluation provided on the Website. The User is not responsible for the content of any feedback, comment or evaluation provided on the Website by other users or third parties. The User shall indemnify and hold IA, its affiliates, and their respective officers, employees, agents and successors from any claims, demands and damages of any kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way connected with such feedback, comment or evaluation.
25. ADVERTISING
25.1. Unless otherwise agreed, it’s forbidden to advertise any kind of external website, product or service different from the Services through our Website. IA may display advertisements or promotions on its Website. You acknowledge and agree that we shall not be responsible for any loss or damage of any kind incurred by you as a result of the presence of such advertisements or promotions or any subsequent dealings with third parties.
25.2. In addition, you acknowledge and agree that content of any advertisements or promotions may be protected by copyrights, trademarks, service marks, patents or other intellectual property or proprietary rights and laws. Unless expressly authorized by IA or third-party right holders, you agree to not modify, distribute, sell, appropriate or create derivative works based on such advertisement/promotions.
26. COMMUNICATION BETWEEN USERS
26.1. Communication on our Website must be conducted through the messaging services provided on the Website. The user shall not, or attempt to, communicate with us through any other means than our Website (e.g., private email, telephone, MS Teams, Discord, Messenger, WeChat, Instagram, etc.).
26.2. Information such as name, location, display or username, and User image may be used in relation to the messaging services on the Website. IA may read and access all the correspondence posted on the Website, download it or test it for investigation purposes related to fraud, regulatory compliance, risk management and other related purposes.
27. APPLICABLE LAW AND JURISDICTION. ALTERNATIVE DISPUTE RESOLUTION
27.1. These Terms and any Applicable Policy, Additional Agreement or connected agreement between IA and the User are governed and construed in accordance with the Italian Law without regard to its conflict of law’s provisions. If the User is a Consumer, the choice of Italian law herein shall not deprive the Consumer of the protection afforded by the mandatory provisions of the law of the country of the Consumer’s habitual residence.
27.2. If a dispute arises, the User shall first attempt to resolve the issue amicably by submitting this form.
27.3. All claims against the IA shall be resolved in accordance with these Terms. Any claim filed in conflict with these Terms shall be deemed improper and in breach of these Terms. In the event of a claim contrary to these Terms, IA may recover legal fees and costs (including attorneys and paralegals).
27.4. Any dispute arising directly or indirectly out of these Terms shall be subject to the exclusive jurisdiction of the Court of Milan, (Italy). The applicable law shall be Italian Law. Notwithstanding the foregoing, IA may initiate preliminary injunction proceedings (including the so called “Procedimento per Decreto Ingiuntivo”) before any other competent court at its sole discretion; the Users hereby waive any right to object to such different court. This Section 27.4 does not apply to Consumers. If the User is a Consumer, any dispute arising out of or in connection with these Terms may be brought before the courts of the Consumer’s place of residence or domicile, or any other competent court provided by applicable law. Any agreement on exclusive jurisdiction in these Terms shall not limit a Consumer’s statutory rights to bring proceedings in such competent courts.
27.5. In addition to the foregoing, for any complaint against IA, IA may choose to resolve the dispute through binding arbitration. If IA chooses arbitration, such arbitration will be initiated through an established alternative dispute resolution (ADR) provider to be selected by you from a panel of ADR providers that IA will provide to you. ADR and the parties must comply with the following rules:
(i) arbitration will be conducted by telephone, online, and/or will be based solely on written submissions, in accordance with the rules of the chosen ADR provider;
(ii) any award rendered by the arbitrator may be enforced -where necessary- in any court of competent jurisdiction;
(iii) any cost related to the procedure will be set by the arbitration.
27.6. If any proceedings by or against you are brought under any provision of any bankruptcy or insolvency law, IA shall be entitled to recover all reasonable costs or expenses (including reasonable legal fees and expenses) incurred in connection with the enforcement of these Terms.
27.7. IA’s failure to act in connection with a violation by you or others does not waive our right to act in connection with the same or subsequent violations.
28. TERM AND TERMINATION
28.1. These Terms shall be effective from the date of their acceptance by the User (i.e., registration on the Website) or in any case from the date of their publication on the Website and shall last for as long as the User is registered on the Website or uses the Services. Notwithstanding the foregoing, the cancellation of the User account, for any reason, shall not be deemed to have terminated the applicability to that User of the terms contained herein which, for their nature, or is reasonable or necessary, continue to be fully effective between the parties (e.g., IP rights, applicable law, jurisdiction, dispute resolution, and limitation of liabilities provisions, etc.), unless otherwise agreed in writing by the parties.
28.2. Users who have accepted a prior version of these Terms and continue to engage in ongoing business relationships with IA, which are not otherwise governed or superseded by the current version of the Terms, shall remain subject to the prior version. In such cases, the previous Terms shall continue to apply and remain in full force and effect solely with respect to those specific ongoing relationships, until their full and final conclusion. All other interactions and engagements between the User and IA shall be governed by the current version of the Terms. In case of conflict between two versions, the version expressly referenced in a signed Purchase Form or Service Order prevails.
29. QUESTIONS
28.1. If you have any questions about this Terms or wish to report violations of this Terms, please contact us using our customer support website or by sending us an email at administration@italian-artisan.com.
30. MISCELLANEOUS
30.1. Unless otherwise expressly provided, these Terms constitute the whole agreement between the User and Artisan DNA regarding the use of the Website and Services, replacing any other previous agreement, written or oral, relating to the same subject herein. Failure to enforce any part of these Terms by IA does not constitute a waiver of our right to subsequently enforce such or any other part of these Terms. Artisan DNA has the right to transfer these Terms (including any right, title, benefit, interest, obligation and duty included in the Terms) to any person or entity (including Artisan DNA’s branches). The User cannot transfer all or part of the Terms to any person or entity without the prior written consent of IA.
30.2. Artisan DNA and the User are independent contractors, and no agency, partnership, joint venture, employee-employer or franchising relation can be deemed as established when accepting these Terms.
30.3. If any of the provisions of the Terms is non-valid or non-applicable, said provision shall be deleted and the remaining provisions shall remain valid and must be enforced.
30.4. The titles only serve as an indication, and can in no way define the purpose of reference or limit, interpret, describe the field or scope of the relevant section.
30.5. The language of these Terms is English. These Terms may be translated into a language other than the English language. Any such translation is provided solely for your convenience. In the event of inconsistency or ambiguity, the English text will prevail.
30.6. Headings are for reference purposes only and in no way limit, interpret or describe the scope or extent of this section.
30.7. Nothing in these Terms excludes or limits your liability arising from fraud or fraudulent misrepresentation.
30.8. By starting a project, I acknowledge that I have read and understood the Terms and Conditions of these Terms and hereby accept and agree to be bound by them.
Pursuant to and for the purposes of articles 1341 and 1342 of the Italian Civil Code I hereby declare that I have read, understood, and expressly accept the following clauses of these Terms and Conditions:
B2C
Pursuant to Articles 33 and 34 of the Italian Consumer Code (Legislative Decree No. 206/2005, as amended) and Articles 1341 and 1342 of the Italian Civil Code, the Consumer declares to have carefully read and specifically approved the following clauses of these Terms and Conditions, which are considered potentially unfair (“vessatorie”) under applicable law:
– Article 2.4 (Non-compete and restrictions on use)
– Article 6.5 (Exceptions to right of withdrawal)
– Article 8.4 (Time limits for claims on delivery – Business Users)
– Article 9 (Defects and warranties – limitation framework toward Business Users)
– Article 20.10–20.12 (Limitation of liability, exclusions, and indemnification)
– Article 14.3 and 14.8 (Refunds and retention of fees)
– Article 27.1 (Choice of Law)
– Article 27.4 (Jurisdiction)
By signing below, the Consumer expressly approves each of the above clauses in accordance with Articles 1341 and 1342 of the Italian Civil Code and Articles 33–34 of the Consumer Code.
B2B
Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the Business User expressly declares to have carefully read and specifically approved the following clauses of these Terms and Conditions:
– Article 2.4 (Non-compete and restrictions on use)
– Article 5.4(B)(iii) and 5.4(C)(iii) (Approval of Prototype/Sample; binding nature of acceptance and tolerances)
– Article 5.4(D)(ii) (Production tolerances and waiver for defective goods within permitted range)
– Article 8.1 (Transfer of risk and delivery terms – “Ex Works”)
– Article 8.4 (Time limits for claims)
– Article 9 (Defects and warranties – limitation of liability)
– Article 10 (Retention of title and extension to receivables)
– Article 11 (and 11.7) (Payment terms and penalties / default interest)
– Article 20.10–20.12 (Limitation of liability, indemnification, and exclusion of indirect damages)
– Article 14 (Financial provisions and refund policy – no refunds for B2B)
– Article 27 (Applicable Law and Jurisdiction)
By signing below, the Business User expressly approves each of the above-listed clauses pursuant to Articles 1341 and 1342 of the Italian Civil Code.
