GENERAL CONDITIONS OF SALE AND USE OF THE SITE BAIABASA.COM

1. Agreement

With the purchase of a product (hereinafter also “Product” and/or “Products”) offered for sale on the website www. baiabasa.com (hereinafter also “Site”) and with the subscription to the Site, as well as when you browse the Site also in “Guest” mode (hereinafter “User” meaning both professional users and buyers), you unequivocally accept all these general conditions of sale and use of the Site (hereinafter also “Agreement”). Owner of this Agreement is Baiabasa S.r.l.. , email amministrazione@baiabasacon headquartered in Turin (ITALY) (hereinafter also “Baiabasa or We”).

When you use our Services, you agree to the terms listed below.

By registering on the Site you agree to enter into a legally binding contract with Baiabasa (hereinafter the “Contract” and/or “Agreement”. If you wish to terminate this Agreement, you may do so at any time by closing your account and ceasing to access or use our Services.

1.2 Description of the Service

Baiabasa is a social business platform where entrepreneurs, companies, intermediary producers, distributors, technical operators and consumers meet to create business synergies. In addition to the social part, professional users can open their own online store through the Store-online feature and sell their products. If the professional User is willing to open the online store please contact Baiabasa at the following email address amministrazione@baiabasa.com. Moreover, the online store can be used in full autonomy by the Professional User. In any case, Baiabasa will offer support for the start-up of the online store for a fee that will be estimated by Baiabasa from time to time.

1.3 Modification

The Contract may be subject to change.

We may amend this Agreement, our Privacy Policy and our Cookie Policy from time to time. If we make material changes, we will notify you via the Services, or other means, to give you an opportunity to review the changes before they become effective.

1.4. Entry requirements

By accepting this Agreement, you represent that:

(1) Be of legal age under the laws of the state in which you are registering;

(2) open a Baiabasa buyers account, which must correspond to your real personal data; and/or

(3) open a Baibasa professional account by communicating us the following data: email, registered office; VAT number, tax code, telephone number. In the following, Users are jointly referred to as Buyers and Professional Users.

Without prejudice to the requirements set out above, registration on the Site may also take place via social networks and must be truthful.

The creation of an account with false, inaccurate and untrue information is a violation of our terms and conditions and depending on national legislation punishable by law. Should this violation occur, Baiabasa reserves the right to block and delete the fake user account immediately.

1.5 Account buyers . /. Professional account

The User is obliged to keep the access credentials secret.

You agree to: (1) to use a complex password and to keep it secret; (2) not to transfer any part of Your account (e.g., links). You are solely and exclusively responsible for anything that happens through your account unless you close it or report any abuse or misuse in advance.

Only the professional user can open the online store and manage it in full autonomy.

1.6. Communications

You agree to receive notifications and messages from Baiabasa through the Site, as well as from its affiliates and Apps. If your contact information is out of date, you may miss important notices.

You agree that we may send you notices and messages in the following ways: (1) within the Site or (2) to contact information you have provided to us (e.g., email address, mobile phone number, mailing address).

1.7. Publications by the User

When you share information on the Site, other people can see, copy and use that information.

The Site allows you to post messages and share information in various ways, such as through your profile, articles, posts in groups, links to articles, messages. The information and content you share or post may be viewed by other Users or third parties (including outside the social platform).

We are under no obligation to post any information or content on our website and may remove it at our sole discretion, with or without notice.

Baiabasa does not guarantee and ensure that the information published on the Site by User buyers are lawful, not defamatory and not discriminatory. Baiabasa rejects any kind of violence, discrimination and abuse, if any damaging information is published please send a communication to the following email amministrazione@baiabasa.com.

The information and content you share or post may be viewed by other Users or third parties (including outside the social platform).

We are under no obligation to post any information or content on our Site and may remove it at our sole discretion, with or without notice.

 

1.8. Conclusion of the Sale Agreement

By clicking on the “Buy” button the user places an order for the items contained in the virtual cart. Once transmitted the order to Baiabasa and made the payment through electronic payment methods indicated by professional users, the user buyers will receive an email confirming the order. The Sale and Purchase Agreement is concluded between the Professional User and the Buyer when the latter receives the “order confirmation” email.

Where the products ordered are not available for reasons not dependent on Baiabasa, the latter will notify the User.

In this case, there will be no obligation for Baiabasa to deliver the ordered goods.

If the Products ordered and purchased are not available, the Professional User will refund, in favour of the User buyers, the amount already paid.

Baiabasa does not assume the responsibility and the burden of having to search and find from other sources the Products not available. This provision also applies to orders for fungible goods (for which only the type and characteristics of the products are described).

 

1.9. Edit .

The Agreement may be subject to change.

We may amend this Agreement, our Privacy Policy and our Cookie Policy from time to time. If we make material changes, we will notify you via the Services, or other means, to give you an opportunity to review the changes before they become effective.

2.1. E-commerce

Baiabasa does not own the Products put on sale or sold through the Site by the Users, does not transfer the ownership of the objects from the professional User to the User buyers, does not have any role and is not involved in the sale that takes place between these two subjects. The Sale and Purchase Agreement is concluded directly between the Professional User, owner of the online store, and the Buyer.

Baiabasa only offers pricing and other information related to the provision of our services.

Baiabasa – even if it implements a very strict control policy – is not obliged to review the listings of the Professional User or the contents entered by the Professional User, having no control or decision-making power, does not guarantee and has no responsibility regarding the existence, quality, safety and lawfulness of the advertised objects; the truthfulness or accuracy of the Users’ contents, listings and Feedback; the ability of the Users buyers to pay the price of the objects; the ability of the Professional Users to sell and make offers. The User buyers agree that the professional User is unequivocally the only responsible for the content, listings and offers published.

Baiabasa does not ensure that the Professional User is actually able to complete the transaction.

2.2. Compliance with the law.

Professional User is solely responsible for complying with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions and any other measures issued by the authorities legally recognized within the relevant territory (“Laws”), including but not limited to Laws relating to consumer protection, privacy and data security, advertising, anti-spam laws and e-mail marketing.

 

2.3. Obligations of the User

You agree to:

1. comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws and regulatory requirements;
2. Provide us with true and accurate information when registering on the Site and keep it updated;
3. Use the Site seriously and without engaging in conduct detrimental to Baiabasa and / or third parties.
4. Do not create a false identity on the Site;
5. DO NOT develop, support or use any software, devices, scripts, robots or any other means or process (including crawlers, browser plug-ins and add-ons, or any other technology) to scrap the Services or otherwise copy profiles and other data from the Services;

1. DO NOT copy, use, disclose or distribute any information obtained from the Site directly or indirectly without the consent of Baiabasa and/or the person concerned;
2. DO NOT disclose information that you do not have the right to disclose (e.g., other people’s confidential information);
3. DO NOT infringe the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets, or other proprietary rights. For example, do not copy or distribute (other than through the available sharing feature) other people’s posts or other content without their permission;
4. DO NOT infringe Baiabasa’s intellectual property or other rights, including, without limitation, (i) copying or distributing our training videos or other materials or (ii) copying or distributing our technology, unless it is released under open source licenses; (iii) using the word “Baiabasa” or our logos in any business name, email or URL;
5. DO NOT post any items that contain software with viruses, worms or any other malicious code;
6. DO NOT insinuate or claim to be affiliated with or referred by Baiabasa without our express consent;
7. DO NOT create deep-links to our Services for any purpose other than promoting your profile or a Group on our Services, without Baiabasa’s consent;
8. DO NOT use bot programs or other automated methods to access the Services, add or download contacts, or send or redirect messages;
9. NOT monitor the availability, performance or functionality of the Services for any competitive purposes;
10. DO NOT engage in “framing”, “mirroring” or otherwise simulating the appearance or function of the Services;
11. DO NOT cover or otherwise modify the Services or their appearance (for example, by placing items on the Services or removing, covering or obscuring an advertisement included on the Services);
12. NOT interfere with the operation of the Services or use unreasonable data loads on the Services (e.g., spam, denial of service (DoS) attacks, viruses, game algorithms)

3.1. License

You retain ownership of all, comments, suggestions, personal information, technical, photographic and video documentation that you provide on the Site, and you agree to grant Baiabasa an exclusive worldwide royalty-free license. All the contents object of your publications must be truthful and lawful respecting the rights and the image of third parties, as well as the state laws. Baiabasa does not assume responsibility for these contents that will be exclusively the responsibility of the User.

Baiabasa reserves the worldwide right to transfer and sub-license, to use, copy, modify, distribute, publish and process the information and content that you provide through our Services and third party services, without further consent, notice and/or remuneration to you and/or any third party, subject to the Privacy Policy. These rights are limited in the following ways:

1. you may terminate this license for specific content by deleting that content from the Site or generally closing your account, except to the extent that you have shared it with a third party and that third party has copied, re-shared, or archived it and for the reasonable time necessary to remove it from your backup and other systems.
2. We will not include your content in advertisements for third-party products and services to others (including sponsored content) without your consent. However, we reserve the right, without remuneration to you or any third party, to offer advertisements near your content and information, and your social shares, e.g., recommended items, followed items, comments and shares, may be visible and shown with advertisements, as set forth in the Privacy Policy. If you use a feature of a Service, we may mention it with your name or photo to promote it within our Services, depending on your settings.

You agree that we may access, store, process and use all information and personal data you provide in accordance with the terms and conditions of the Privacy Policy and your choices (including settings).

By submitting suggestions or other feedback regarding our Services, you agree that Baiabasa may use and share (but is under no obligation to do so) such feedback for any purpose without paying you any compensation.

You warrant that you will only provide information and content that you have the right to share and that will be truthful.

You agree to provide only content or information that does not violate the law or the rights of third parties (including intellectual property rights). You also agree that the information you upload to the Site and to your profile is truthful and not false.

The user agrees to be solely responsible for the content and information that will publish in the Baiabasa site and agrees to indemnify Baiabasa from any action, claim, cost (including legal), compensation request by third parties for any conduct detrimental to Baiabasa and third parties put in place by the user.

 

3.2 Availability of Services

Baiabasa reserves the right to change, modify, suspend or discontinue any of the Services, at its discretion and without giving any notice to the User.

Baiabasa cannot guarantee that it will retain or continue to display the information and content that you have posted. You agree that there is no obligation on Baiabasa to store, maintain or provide a copy of any content or information provided by you or any third party, except to the extent required by applicable law and as set forth in our Privacy Policy.

3.3 Other content, sites and applications

Your use of any third party content or information posted on our Services is at your sole risk.

Baiabasa is not responsible for false or untrue information published by other users.

By using the Services, you may come across content and/or information that may be inaccurate, incomplete, late, misleading, illegal, offensive or otherwise harmful. In general Baiabasa examines the contents provided by its Stylists or by third parties but does not guarantee that these are illegal, offensive, harmful, incomplete, inaccurate; if you should find one of these violations send us a communication to the following email address amministrazione@baiabasa.com. You agree that Baiabasa is not responsible for the contents or information of third parties (including those of other Users). We cannot always prevent inappropriate use of our Services and you acknowledge that we are not liable for such use.

3.4 Limits

Baiabasa reserves the right to restrict the manner in which you connect and interact with the Services.

Baiabasa reserves the right to restrict your use of the Services. Baiabasa reserves the right to restrict, suspend or terminate your account if you are in violation of this Agreement or the law, or if you are using the Services improperly.

3.5 Intellectual Property Rights

The User acknowledges that the format of the Site, all copyrights and distinctive signs “Baiabasa” and any denomination derived from it and the contents published by Baiabasa on the Site are the exclusive property of Baiabasa; and recognize that all other distinctive signs, trade names, service marks, trade names, illustrations, images, logos concerning other Users and third parties on the Site are and remain the exclusive property or availability of these subjects and are protected by the laws in force.

The format of the Site www.baiabasa.com is the exclusive property of Baiabasa and is protected by applicable laws (regardless of whether such rights are registered or not, and wherever in the world such rights may exist). The User agrees that at no time, will attempt to register any trademark and / or sign derived from or similar to the figurative mark “Baiabasa” including domain names, logos, trade names, graphics, copyright and format of the Site. In the event that the User were to contravene the above, agrees, immediately to transfer any registration and / or application for privative, at its own expense, to Baiabasa upon simple request of Baiabasa and to cooperate by providing all the information, signing all the documents and providing the necessary authorizations to carry out the transfer.

Baiabasa owns all rights (including all intellectual property rights) arising from (a) any information and/or content on the Website; (b) any name/information provided by Users (“Customer Information”), and (c) any information regarding click-through rates or purchases of services and products by end users (“Sales Information”). The Consumer and the Designer acknowledge the validity and ownership in Baiabasa , the API, all Site Content, Customer Information and Sales Information. The User acknowledges and agrees not to acquire any intellectual property rights over the API, Baiabasa Content, Customer Information or Sales Information by accessing or downloading these elements.

You agree not to develop, adopt or acquire, directly or indirectly, any right, title in or to the API, Baiabasa Content , Customer Information or Sales Information.

You may not use the Baiabasa Site Content for any other purpose without the prior written consent of Baiabasa. Nothing in this Agreement shall be construed to prevent Baiabasa from granting other licenses or the Baiabasa API or Baiabasa Content or other features associated with the Baiabasa brand.

4.1 No warranty

Baiabasa is not responsible or liable for the Services including the guarantee that the Services will be available forever and free from errors and provide the Services as they are and as available.

Baiabasa disclaims all implied or statutory warranties including implied warranties of title accuracy, non-infringement, merchantability or fitness for a particular purpose.

4.2 Exclusion of liability

You agree to the following limitations of liability:

Baiabasa and its affiliates shall not be liable in connection with this Agreement for loss of profits, loss of business opportunity, reputations (e.g. offensive and/or discriminatory statements by third parties), loss of data or for theft of data by third parties, or any indirect incidental, consequential, special or punitive damages.

Baiabasa and its affiliates shall have no liability to you in connection with this Agreement for any amount whatsoever.

This limitation of liability is part of the basis of the agreement between the User and Baiabasa and applies to all liability claims (e.g. warranty, tort, negligence, Agreement and law) even if Baiabasa or its affiliates have been informed of the possibility of such damages, and even if these actions do not achieve their essential purpose.

5. Consideration and Invoicing

The User buyers will purchase on the Site the Products offered by professional users who own online stores through the payment methods chosen and set directly by each store and professional user. The Professional User will directly collect the amount deriving from the purchase by sending to the User buyers the relevant purchase invoice.

To ensure proper payment, the Professional User is and will be solely responsible for the delivery of the Products and agrees to keep his contact and banking information up to date. The Professional User agrees to provide Baiabasa with the tax information useful to carry out the transaction. The Professional User is solely and exclusively responsible for taxation related to the transaction carried out with the User buyers.

Shipments will be managed and organised directly by each individual online store and by each individual professional user, also calculating the relative shipping costs.

6. Returns – defects and malfunctions

Consumer Returns

If the User buyer who purchased a Product wanted to return it for reasons not dependent on a defect in the Product itself, he must contact Baiabasa within seven (7) days of receipt of the Product and send photographs of the Product itself to guarantee the lack of defects and / or damage to the product. Baiabasa will open an investigation procedure and in case of positive outcome, the professional User will reimburse the User buyers the cost of the Product. This amount will be refunded to the User buyers only once the Professional User has received the Product completely intact and without defects/damage. Will be entirely and exclusively borne by the User buyers the costs of re-shipment of the Product purchased. The Product must be returned by the User buyers to the Professional User completely intact and without abrasions and / or damage of any kind and entity. In the event that the Product is returned to the Professional User with abrasions and / or damage of any kind and entity User buyers will not be entitled to receive a refund of the amount paid.

Product defects and faults

In case of defects and faults detected by the User buyers within seven (7) days from receipt of the Product – Baiabasa will open a preliminary investigation and in case of actual detection of the defect due to the fault of the Professional User and/or the Carrier appointed by the Professional User – the User buyer may request: i) the replacement of the product with shipping costs borne by the Professional User or ii) the refund of the price paid including shipping costs. In the first case it will be the professional User’s responsibility to replace the product bearing all shipping costs including those for the return of the first product and the shipping of the new Product. In the second case, the Professional User will reimburse the buyer for the cost of the Product and all shipping costs including the cost of returning the defective product. In this case, the professional user is obliged to refund promptly and without delay to Baiabasa all shipping costs of the defective Product.

7. Liability – Shipments

Baiabasa tries to keep the Site and e-commerce platform secure and functioning properly, but cannot guarantee continuous operation or access to the Services. Offers, updates and other notification features in the Baiabasa Services may not function in real time. Such features may be subject to delays not due to Baiabasa. To the extent required by applicable law, Baiabasa (including its parent companies, subsidiaries, affiliates, directors, agents and employees) shall not be liable in any way for economic losses, including loss of data, profits, earnings, business, opportunity, goodwill or for damage to reputation nor for damages that are not reasonably foreseeable, and arise, directly or indirectly, from:

– your use or inability to use our Services and the Site, the postal and/or shipping services or other guidelines provided by Baiabasa the delay or interruption of the Services, viruses or other malicious software obtained by accessing, including through links, our Services, glitches, bugs errors, or incorrectness of any type of Service, damage to hardware equipment resulting from the use of any Baiabasa Service, content, actions or inactivity of third parties, including items offered for sale through the use of the Services or the destruction of allegedly false items.

The User buyer acknowledges that the professional User is the only person responsible for the sale of the Products on the e-commerce platform and guarantees the conformity of his actions to the applicable laws. The User acknowledges that Baiabasa cannot be held responsible and cannot in any way ensure the accuracy and truthfulness of the identity of the Users or the validity of the information that Users provide or publish on the Site.

Shipping

It will be the sole responsibility of the professional user to organize and manage the shipments of the Products and to indicate in the advertisement the relevant costs and delivery times. Baiabasa will not be responsible in any way for any failure or wrongdoing by the carrier and / or professional user.

8. Resolution of disputes, applicable law and jurisdiction

In the event of a dispute between the User and Baiabasa, we recommend that you contact us directly at amministrazione@baiabasa.com to seek an amicable solution. Baiabasa will consider reasonable requests to resolve the dispute also through other procedures, such as mediation and arbitration, as an alternative to court proceedings. These Terms are governed by Italian law. Any dispute relating to the application or interpretation of this Agreement and Conditions shall fall under the exclusive jurisdiction of the Court of Turin.

9. Your Personal Data.

When you subscribe to the Site or when you interact with the Site you may provide information that constitutes “Personal Data” as defined in the European Union Regulation (EU) 2016/679. Such Personal Data will be processed by Baiabasa only for the purposes of: (a) use the Site; (b) collect amounts; and (c) contact you by phone or email in connection with your obligations under this Agreement. Baiabasa will not provide your Personal Data to any third party other than: (a) third party service providers, to whom we may provide your e-mail address, for the purpose of monitoring possible fraud; or (b) members of the Baiabasa society; (c) the Customer in case of disputes.  In the event that your Personal Data is transferred to a territory outside the European Economic Area, which is not considered to provide the same level of protection for Personal Data under European law, Baiabasa will implement appropriate safeguards (such as contractual commitments) to ensure the security and protection of such Personal Data. We will retain your Personal Data for as long as you are subscribed to the Site and will also retain your Personal Data for ten years after termination of the Agreement. If you wish to access, update, rectify or delete your Personal Data, you may do so by writing to us at the following email info@baiabasa.com. In accordance with applicable law, you may also (i) object to the further use of any personal data we hold about you, (ii) request that we restrict our processing of your personal data.

10. Disclaimers.

The format contained in the Site is provided “as is” and “as currently available”. Baiabasa declines all responsibility for the technical conditions in which the service is provided. Baiabasa does not guarantee nor will it guarantee that the site will always be operational and this because technical failures may occur due to: (I) interruption of internet service or server supply; (II) failure of your devices, systems or local access services; or (III) scheduled maintenance of servers and site maintenance.

11. Force majeure.

Baiabasa may suspend performance of the following terms and conditions when such performance is rendered impossible or unreasonably burdensome by an unforeseeable impediment beyond its control such as but not limited to, strike, boycott, lockout, fire, war (whether declared or not), civil war, riots, demonstrations, revolutions, requisitions, embargoes, pandemics, aggravation of the global pandemic caused by the spread of Covid-19, technical failures, local and/or national health emergencies, government and municipal and regional measures, natural disasters.

Upon the occurrence of a force majeure event, Baiabasa will immediately inform the User in writing updating him on the status of his purchase orders.

In the event that due to force majeure you had to temporarily suspend the Service, Baiabasa will retain any amount already collected by User buyers for the purchase of products, which will be received by the same user buyers once the cause of force majeure and restored the Service.

If the cause of force majeure should cause a permanent interruption of the Services offered on the Site, Baiabasa will reimburse on behalf of the professional User the amount eventually received by the User buyers.

12. Miscellaneous

If any provision of this Agreement is found to be invalid or unenforceable, such invalidity or unenforceability shall not extend to the remaining provisions of the Agreement.

Baiabasa’s failure to exercise its rights does not constitute a waiver of its right to act against you or any third party for breach of its obligations. Baiabasa does not guarantee to exercise its rights and act for all violations of this Agreement.

In the event that the User has a dispute with other Users, the User agrees to immediately inform and hold Baiabasa.

Baiabasa and Professional Users act in full autonomy and independence. This Agreement does not create between them any relationship of collaboration, agency, association, intermediation or subordinate work.

This Agreement, the Privacy Policy and all the rules published on our Site represent the entire agreement between the Consumer and Baiabasa .

Version November 2021