TERMS OF SERVICE
1. ACCEPTANCE OF THE TERMS OF SERVICE
The following Terms of Service (“TOS”) govern all utilisation by the User (a) of the web site www.pastabid.com (including all the web pages, sub-domains and sections contained in the same, the “Site”) and (b) any and all services made available on or through the Site (collectively, the “Services”).
The Services are the property of KINSKI EDITORI SRL, with registered office in Italy, via Possioncella 1/1, Guastalla (Reggio Emilia) VAT No. 02552850352 (hereinafter PASTABID), which manages them.Any use whatsoever of the Site and the Services is subordinated to the acceptance by the User, without changes, of all the terms and conditions contained herein and of all the rules, operating procedures and policies that might be published on the Site by PASTABID over the course of time.
By using or accessing the Site or part of the Services, the User accepts all the terms and conditions contained herein and all the rules, operating procedures and policies that might be published on the Site by PASTABID over the course of time.
IF THE USER DOES NOT ACCEPT ONE OR MORE OF THE TERMS, CONDITIONS, POLICIES, PROCEDURES OR RULES HEREIN, IT SHALL NOT ACCESS THE SITE OR USE THE SERVICES.
This contract is binding between the User and PASTABID and is available on the Site in order to enable the User to examine it, keep it and reproduce it in compliance with European Community legislation.
PASTABID reserves the right, at its sole discretion, to change or replace the terms and conditions of the TOS at any time whatsoever. It is the User’s responsibility to check the TOS periodically for changes. The continued use of the Site or part of the Services by the User after the publication of any changes to the TOS implies acceptance of the said changes. If any one of the changes to the TOS is not acceptable to the User, the only solution at the User's disposal is to stop accessing and using the Site and the Services.
PASTABID sets itself the objective of matching supply and demand for pasta and similar products at a professional level.
Through the Site and the Services, PASTABID offers a tool for the presentation of products and the exchange of information between supplier-users and users interested in purchasing these products.
Through the Services, the supply side of the users (companies operating in the pasta production and marketing sector) have the possibility to present and promote their products on the Site. The demand side of the users (companies and professionals who purchase pasta for their businesses, e.g. wholesalers, distributors, restaurant owners, buyers, etc.), have the possibility to consult the catalogue of products available on the Site, to send requests for information and requests for quotations, including collective ones, to the suppliers of the products through the automated forms available on the Site.
3. UTILISATION OF THE SITE BY THE USER
On accessing the Site, the User has the possibility to (a) consult the product presentation pages published on the Site by the users, and (b) use the automated forms available on the Site (“Forms”) to send the users (i) requests for information and (ii) requests for quotations.
Using the Forms, the User undertakes to supply truthful, accurate, current and complete information on itself and on its own business activities.
The User acknowledges and agrees that PASTABID will not pre-screen and will not guarantee the identity of any of the users, expressly including but not limited to users who forward requests of any kind through the Site and the Services, also through the use of the automated Forms available on the Site.
4. UTILISATION OF THE SERVICES BY THE USER
With this document PASTABID guarantees the User a revocable, non-exclusive, non-transferable, non-sublicensable right during the period of duration of the agreement (the "Term") to use the Services for the exclusive purpose of (a) creating, managing, publishing or promoting on the Site presentation pages of its own products and (b) receiving requests for information on or quotations for its products forwarded by users through the automated forms available on the Site and (c) receiving any collective requests for quotation transmitted by users through the automated form available in a specific section of the Site, in each case (i) in compliance with the Subscription Plans purchased or the Test Plans signed, (ii) the present TOS, (iii) within the limits permitted by all of the applicable national and local laws.
Notwithstanding the above, the User shall not, and shall not permit a third party – either directly or indirectly – to:(i) reproduce, change or otherwise create derivatives of any part of the Services or Site Content (as defined below); (ii) disassemble, reverse engineer, decompile or otherwise attempt to discover the source code or the structure, sequence and organisation of all or some of the parts of the Services, (except if this restriction does not apply insofar as restrictions on reverse engineering are prohibited by applicable local law); (iii) rent, lease, resell, distribute or use the Services for timesharing, service bureau, or commercial purposes; (iv) alter or remove any proprietary notices or labels on or in the Services or Site Content; (v) publish, disclose, transmit, or distribute to third parties, under any form whatsoever, the requests for information or quotations forwarded through the Forms available on the Site; (vi) engage in any activity that interferes with the Services or disrupts them.
5. USER REGISTRATION
5.1 Obligation of user registration to access the Services
In order to access the Services the user is obliged to register and create an account.On accepting to be a registered user, the User accepts to: (a) provide truthful, accurate, current and complete information on itself and on its own business activitiesas required by the Site registration form (the "Registration Data") and (b) constantly update the Registration Data to keep it truthful, accurate, current and complete. If the User provides any information that is untrue, out-of-date, inaccurate or incomplete, or if PASTABID has reasonable grounds to suspect that such information is untrue, out-of-date, inaccurate or incomplete, PASTABID has the right to suspend or terminate the User’s account and refuse any and all current or future use of the Services (or any part thereof).
5.2 Registration restrictions
Registration is reserved exclusively for companies that operate in the sector dealing with the manufacturing and/or marketing of pasta and similar products.
Registration is forbidden to consumers as laid down by Legislative Decree no. 206/2005 (Italian Consumer Code), art. 3, paragraph 1, letter a). Each company may only create one (1) account.
6. ACCOUNT, PASSWORD AND SECURITY
As part of the process for registering with the Site, the User will create an account and receive a password generated automatically by the digital Platform.The User is responsible for maintaining the confidentiality of the password and the account, and is fully responsible for all activities that occur under its account, including, by way of non-limiting example, the purchasing of Subscription Plans.The User agrees to (a) immediately notify PASTABID of any unauthorised use of its account or password or any other breach of security, and (b) ensure that it exits from its account at the end of each session.
PASTABID cannot and will not be liable for any loss, damage or other liability arising from the User’s failure to comply with this Article or from any unauthorised access to or use of the User’s account.In the event of a dispute between two or more parties as to account ownership, the User agrees that PASTABID will be the sole arbitrator of such dispute and that PASTABID’s decision will be final and binding for all of the parties and may include termination or suspension of the account that is the object of the dispute.
7. SUBSCRIPTION PLANS
7.1 Subscription Plans
The Subscription Plans (singly “Plan”, collectively “Plans”), together with the present TOS, govern the access and use of the Services, or part of them, by the User. The User may sign a Subscription Plan for the Services through the account management area (“Control Panel”).
Each plan is described in the Control Panel and is characterised by the duration and number of product presentation pages that can be published on the Site.
PASTABID may vary the content of each Plan from time to time including, by way of non-limiting example, the costs, terms of duration and services included.
PASTABID may also terminate a Plan at any time it sees fit.The termination or variation of the Plans by PASTABID do not entitle the Customer to any kind of compensation.Through the Control Panel, the User may change the Subscription Plan or suspend subscription to the Plan, change the personal settings of the account and the information or delete the personal account.These operations must be carried out in compliance with the TOS and with the instructions provided on the Site and/or on the Control Panel.
7.2 Duration, variations and termination
The Subscription Plans have a duration of one (1) month or twelve (12) months, or different durations specifically stated in the Plans.Subscription to a Plan is automatically renewed on its expiry date for the same period as before.The User may cancel the subscription to the Plan through the Control Panel, using the instructions provided therein.The termination of a Plan will have effect from the next invoicing cycle and will not entitle the User to any kind of refund.
The User has the right, at any time whatsoever, to change its Plan, going from a Plan with the same or a longer duration which entitles it to publish a greater or lower number of product presentation pages on the Site.
The change to a Plan which entitles it to publish a lower number of product presentation pages on the Site will have effect from the next invoicing cycle and will not entitle the User to any kind of refund.Should the User wish to change to a Plan which entitles it to publish a greater number of product presentation pages on the Site, the applicable fee, indicated on the Control Panel, will be charged to the User.
7.3 Free trial
PASTABID can offer free trial subscriptions during which the User can utilise the Services for the period of time specified in the promotional offer ("Trial period").Free trial subscriptions cannot be combined with other offers and are only available for Users who do not have an account at the time of registration, unless otherwise specified in the details of the promotional offer.At the end of the free trial period, the registered User may provide its invoicing details in order to continue using the Services as specified in the Site and/or the Control Panel.At the end of the trial period, if the User decides not to provide the invoicing details and not to pay for the Services, as required by PASTABID, the user acknowledges and accepts that PASTABID may eliminate any of the User Content at any time whatsoever after the expiry of the applicable trial period.
8. PAYMENT, REFUNDS AND RIGHT OF WITHDRAWAL
The Subscription Plan and any other available Services are payable in advance in compliance with the payment procedure stated on the Site and/or the Control Panel, by credit card or by other payment methods as specified on the Site and/or the Control Panel.
The User acknowledges and agrees that the termination of a Plan or the change to a Plan which entitles it to publish a lower number of product presentation pages on the Site will have effect from the next invoicing cycle and that it will not entitle the User to any kind of refund.PASTABID has a zero tolerance policy regarding requests for refunds.Any User who objects to a payment made will be permanently banned from use of the Services.
8.3 Non-applicability of the right of withdrawal
The use of the Services is only allowed for professional purposes. Registration with the Site and use of the Services are forbidden to consumers as laid down by Legislative Decree no. 206/2005 (Italian Consumer Code), art. 3, paragraph 1, letter a). So the right of withdrawal envisaged for the consumer in the aforementioned decree is not applicable to the present TOS.
9.1 Site Content.
The User agrees that all material including, by way of non-limiting example, information, data, text, software, design elements, graphics, images and other content (collectively, "Content"), contained in or delivered via the Services or otherwise made available by PASTABID in connection with the Services (collectively, "Site Content") is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and proprietary rights and laws.PASTABID may own the Site Content or parts of the Site Content may be made available to PASTABID through agreements with third parties.Except as expressly authorised by PASTABID, the User agrees not to sell, rent, license, distribute, copy, modify, reproduce, publicly display, publicly perform, publish, transmit, adapt or create derivative works of any Site Content, or post any Site Content on any other web site or in a networked computer environment for any purpose whatsoever.Copying, reproducing or distributing any Site Content for any other purpose is strictly prohibited without the express prior written permission of PASTABID.The User shall utilise the Site Content only for purposes that are permitted by the present TOS and any applicable laws and regulations (national or foreign).All rights not expressly agreed upon in the TOS are reserved.
9.2 User Content.
The User acknowledges and agrees that if it contributes to the Site, providing Content or making it available ("User Content"), it hereby grants to PASTABID a non-exclusive, royalty-free, perpetual, worldwide, irrevocable, transferable, sublicensable right and licence to use, reproduce, adapt, distribute, translate, modify, publish, create derivative works based on, perform, display and otherwise exploit the User Content, in whole or in part, in any media currently unknown or subsequently developed, for any purpose whatsoever.The User declares and guarantees that it has all the rights, powers and authority necessary to grant the abovementioned licence, and that all the User Content (i) does not infringe or violate, has not been misappropriated and does not enter into conflict in any way with the rights of any third party, and that it (ii) complies with all applicable laws and regulations (national and foreign).Moreover, the User Content shall be accurate and truthful.PASTABID reserves the right to remove any User Content from the Site at any time if it believes, at its sole discretion, that it does not comply with the TOS.
9.3 Some restrictions to User Content
The User agrees to use the Services for the purpose of creating, managing, publishing and promoting on the Site exclusive product presentation pages on pasta-based products, or products belonging to the same commodity group, provided for by the wizard for creating presentation pages supplied as part of the Services.
10.1 Some restrictions.
The User understands that it is responsible for all of the Content, in any form whatsoever, that it supplies or otherwise makes available to or through the Services.
The User agrees not to use the Services to:
upload, email, publish, transmit or otherwise make available any Content that is unlawful, threatening, violent, harassing, harmful, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, racist, or otherwise objectionable; pass itself off as another person or organisation;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services; upload, email, publish, transmit or otherwise make available any Content that infringes patents, trade secrets, trademarks, copyrights or other intellectual property or proprietary rights of any person or organisation; upload, email, publish, transmit or otherwise make available any Content that it does not have the right to render available either by law or on the basis of contractual or trust relationships; upload, email, publish, transmit or otherwise make available any Content containing software viruses or any other kind of code, computer programmes or files designed to destroy, interrupt or restrict the software and hardware functionality of a computer and telecommunications equipment or to interfere in any way whatsoever with the Services using methods that are not permitted by the present TOS; upload, email, publish, transmit or otherwise make available any Content regarding the sale or supply of products other than the sale or supply of the products contemplated in the present TOS; interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; deliberately or unintentionally infringe applicable laws or regulations (national or foreign); harass or otherwise pester people or organisations.
10.2 Some remedial rights
The User acknowledges that PASTABID does not pre-screen any Content provided or made available by the User or by third parties in connection with the Services, but that PASTABID shall have the right (but not the obligation) at its sole discretion to (i) monitor, edit, or remove any User Content, in whole or in part, and/or (ii) rescind and terminate the User’s right to use the Services at any time, with or without notice, for any reason or for no reason. The User acknowledges and agrees that PASTABID may preserve the User Content and may also disclose it for any reason including – by way of non-limiting example – if required to do so by law or in the belief that such preservation or disclosure is reasonably necessary to:(a) enforce the TOS; (b) comply with a legal process; (c) respond to claims that the User Content violates the rights of third parties; and/or (d) protect the rights, property, or security of PASTABID, its users and/or third parties.
11. ADDITIONAL SERVICES
PASTABID may, on request, and for such fees as it may establish when the occasion arises, provide additional services to the User beyond the functionality of the Site, including, by way of non-limiting example, translation and photographic services.
All these additional services will be considered part of the Services and subject to all the terms and conditions of the TOS.
The User agrees to defend, indemnify and hold PASTABID and its affiliates, and each of its respective directors, executives, co-owners, agents, other partners, and employees, harmless from any and all damage (whether direct, indirect, consequential, incidental or otherwise), liability, loss, cost and expense (including, by way of non-limiting example, lawyers’ and accounting fees) resulting from any demands, claims, proceedings or investigations made by any third party (each item identified by "Claim") due to or arising out of:(a) any use of the Site or the Services by the User; (b) User Content; (c) use, contribution or connection to these Services by an affiliate of the User or by executives, directors, agents or employees or infringement of the rights of others; (d) infringement of the TOS.
PASTABID, at its sole discretion, may terminate the User’s password, account and/or its right to use the Services, and remove and discard any and all of the User Content within the Services, at any time for any reason or for no reason, including, by way of non-limiting example, for lack of use, failure to pay any charges due to PASTABID, or if PASTABID deems, at its sole discretion, that the User has violated or acted inconsistently with the letter or spirit of the TOS.The User acknowledges and agrees that any termination of its right to use the Services may be enforced without prior notice, and it acknowledges and agrees that PASTABID may immediately deactivate or delete its account and all related Content and files linked to the User’s account and/or bar any further access to such files or to the Services.Furthermore, the User agrees that PASTABID shall not be liable towards the User or towards any third party for the possible termination of the User’s right to use or access the Services.All provisions of the TOS that by their nature might still be valid on termination of the User’s right to use the Services shall remain valid (including, by way of non-limiting example, all limitations on liability, holding harmless, indemnification obligations, disclaimers of warranties, and intellectual property protections and licences).
The Services may supply links to other Internet web sites or resources.PASTABID has no control over these web sites and resources.The User acknowledges and agrees that PASTABID is not responsible for the availability of such web sites or resources, and is neither responsible nor liable for any Content, products, advertising, services or other materials on, or available from, such web sites or resources.Furthermore, the User acknowledges and agrees that PASTABID shall not be responsible or liable for any damage or loss caused or alleged to be caused by, or in connection with, the use of or reliance on any such Content, advertising, products, services or other materials available on or through such web sites or resources.
15. DISCLAIMER OF WARRANTIES
The Services are provided “as is” and “as available”. PASTABID hereby expressly disclaims all warranties of any kind, express or implied, including, by way of non-limiting example, implied warranties of merchantability, title, non-infringement of conditions and fitness for a particular purpose. PASTABID gives no warranty that: (i) the services will be continuous, timely, secure or free from errors, (ii) the services will meet the User’s requirements, (iii) the results obtainable from the use of the services will be accurate or reliable, (iv) any errors in the services will be rectified. PASTABID is not responsible nor will it be liable for the content, products, services, actions or omissions of any users; and PASTABID will accept no liability with regard to any warranties disclaimed in the foregoing points, from (i) to (iv). The User acknowledges that PASTABID has no control over and does not guarantee the quality, security or legality, the truthfulness or the accuracy of any of the User content or of any item or information (also concerning identity), entered by users or transmitted by users to other users, also by way of non-limiting example, through the use of the automated forms available on the site, or the capacity of users (including registered users) to perform or effectively complete a transaction, including by way of non-limiting example the order, purchase, sale and supply of products presented on the site through the services. The User acknowledges that PASTABID does not pre-screen and does not guarantee the identity of any of the users (even if registered) in any way in connection with the site or the services. Moreover, PASTABID is not affiliated, nor does it have any agency or employment relationship with any third party service provider used jointly with the Services, and PASTABID has no responsibility for, and excludes any and all obligations deriving from, any actions or omissions of any such third party service provider. The above exclusions do not apply insofar as they are prohibited by the applicable law. The User may report the misconduct of other users and/or third parties in connection with the Site or the Services to PASTABID. PASTABID, at its sole discretion, may – but is not obliged to – investigate the claim and take the necessary actions.
16. LIMITATION OF LIABILITY
PASTABID, its payment processing partners, licensees and all the applicable card payment systems shall not be held responsible in any circumstances or on the basis of any legal theory, due to negligence, contractor otherwise, in relation to the services or any other matter connected with the TOS, for: (i) indirect, accidental, special, consequential, punitive or exemplary damage including, by way of non-limiting example, damage due to loss of profit, goodwill, use, data or other intangible losses (even if PASTABID had been advised of the possibility of such damage), (ii) the cost of procurement of replacement services, (iii) issues beyond the reasonable control of PASTABID.
PASTABID will not be held responsible for any User content or for any content of any other user of the services. The above restrictions do not apply insofar as they are prohibited by the applicable laws.
17. EXEMPTION FROM LIABILITY
To the maximum extent permitted under all applicable laws, with this document the User agrees to exonerate PASTABID and its affiliates, and each of its respective directors, executives, agents, co-branders, other partners and employees for all damage (direct, indirect, consequential, incidental, various), losses, obligations, costs and expenses of any kind and nature whatsoever, known and unknown, deriving from, or in any way connected with disputes between the User and third parties (including other users, even if registered with the site) in connection with the site or the services, access or use of the site and the services by the user or third parties, User content, reliance on any request or information exchanged between the user and third parties (including other users, even if registered with the site) in connection with or through the use of the site and/or the services.
19. APPLICABLE LAW AND PLACE OF JURISDICTION
These Terms of Service and the provision to the user of the Services are governed and construed in accordance with Italian legislation.Any disputes resulting from the interpretation and application of these Terms of Service are subject to the exclusive jurisdiction of the Court of Reggio Emilia, Italy.
PASTABID's notifications to the User may be made either by email or post to the addresses in PASTABID’s records.PASTABID reserves the right to issue notifications regarding any changes made to the TOS, the Subscription Plans and any other topic, by displaying the notifications or the links to the same on the Services.Any communication from the User to PASTABID must be sent in writing to KINSKI EDITORI SRL, via Possioncella 1/1, 42016 Guastalla (Reggio Emilia, Italy).