In order to sell the Products on the Foyzo Platform, it is necessary to accept the Terms and Conditions.

The Appendix Terms and Conditions, Commercial Appendix, Performance Indicators Appendix and Rules of Conduct, Appendix Regarding Personal Data Protection as well as any other appendix are part of these Terms and Conditions. Any reference to the Terms and Conditions will include these Terms and Conditions, the Appendix Terms and Conditions, Commercial Appendix, Performance Indicators Appendix and Rules of Conduct, Appendix Regarding Personal Data Protection as well as any other appendix.

The Terms and Conditions (including the appendixes thereto) regulate the contractual relationships between Foyzo and the Seller regarding the agency services that Foyzo provides to the Seller in exchange for the Fee, by allowing the Seller the possibility to sell the Products through the Foyzo Platform to Clients by presenting the Products on the Foyzo Platform, collecting the amounts for the Products, and transferring them to the Seller, as well as granting the Clients access to the Products in accordance with the Terms and Conditions.

1.      DEFINITIONS AND TERMS

 

Foyzo – Foyzo Ltd (hereinafter referred to as “Foyzo”) is a limited company with Company number 13349554 and registered office and registered address 69 Beaufort Park, London, United Kingdom, NW11 6BX.;

Seller – a legal person or any other legal entity that presents its Products on the Foyzo Platform in order to sell them to the Clients;
Authority – any European or non-European Union, national, regional or local body or authority, any subdivision thereof, administrative, territorial agency or any other institutional body exercising regulatory or executive, monitoring, control or sanctioning powers, having jurisdiction over any of the Parties, over the Customers or in relation to the Platform or the Products

Product Blocking – a measure that can be taken regarding one or more Products, under the conditions presented in Chapter 5 of the Appendix Terms and Conditions;

Foyzo Gift Card value voucher, sold /issued by Foyzo, subject to applicable tax regulations in force, as a scratch coupon or electronic coupon that can be purchased from the Foyzo Platform or obtained in Foyzo marketing campaigns and can be used to purchase products marketed through this platform, except for the products of the Insurance category, under the conditions and restrictions communicated by Foyzo through the Foyzo Platform;

Turnover – all amounts relating to Eligible Orders within a Reference Period, including the fee that the Seller receives for delivering an order to a Customer, excluding VAT or other charges imposed by the Regulations, and any other amounts that would have been cashed in accordance with the Regulations by the Seller, in any way, for the Products sold through the Foyzo Platform, as this turnover has been attested in the Payment Detailed Report;

Client – the Foyzo Platform user that placed an Order for the Products presented and traded by the Seller through the Foyzo Platform;

Order – request for Products sent / placed by the Client through the means of collecting the requests of the Clients made available by Foyzo;

Eligible Order – the Finished Order in a Reference Period for which the value of the collections from the Client registered on the Foyzo Marketplace Platform made in the same or another Reference Period must not exceed the value (with VAT) of the Products related to the Finished Order minus the value of the applied Foyzo Gift Cards. If an Eligible Order related to a Reference Periods has been included in a Payments Detailed Report in order for the Fee to be applied, it will no longer be considered Eligible in another Reference Period. The Orders for which Foyzo did not collect the Product’s price in the name of the Seller become eligible upon completion (Finished Orders). The placed Orders that have been cancelled by the Seller and those that have been automatically cancelled as a result of Seller’s failure to update the status of the Order within the time frame set in the Foyzo Marketplace Platform and the Orders cancelled by the customer due to the fact that the product was not in stock (the Client was informed by the Seller that the Product is no longer in stock and canceled the order because either he no longer wanted to wait or did not want to be replaced by another Product), the Client is not satisfied with the delivery time (for reasons that are not determined by Foyzo, Foyzo’s subcontractors but are determined by Seller’s fault), the Seller asked the Client to cancel the Order, will be considered Eligible on the cancellation date. Are considered to be Finished Orders for the purposes of this definition:
a) Orders for which the AWB issued receives the status ,, Delivered to Customer” for orders with AWB issued from the Platform
b) Orders for which the period of + 6 days from completion has expired and until the expiry of the return period set by the Seller, in the case of Orders without AWB issued from the Platform.
Notwithstanding the above, in the case of orders for which the payment method is cash on delivery, the order becomes eligible at the earliest when the courier company transfers the amount of the delivered order to Foyzo’s account.

Finished Orders – Orders for which the Seller has set at least once the status of Finished Order on the Foyzo Marketplace Platform;

Fee – the amount owed by the Seller to Foyzo as price for the agency services made available to the Seller by Foyzo, calculated depending on the Turnover, according to the Terms and Conditions;

Payment Date – the date when Foyzo will transfer into the Seller’s account the amounts specified in the Payments Detailed Report for the Reference Period and issued under the conditions specified in the Terms and Conditions;

Diversion of Orders and/or Clients – any action/inaction of the Seller through which: (i) determines/attempts to determine the Client to complete the Order and implicitly to purchase the Product(s), now or in the future, through another method than through the Foyzo Platform, if this method has been the one initially accessed by the Client, (ii) in communicating with the Clients regarding Orders and/ or Products, regardless of the means (such as, but not limited to sms, e-mail) refers to its own website for purchasing of products, if any, or to another interface, external to the Foyzo Platform. The situation in which the Client, after completing an Order through the Foyzo Platform, decides to place another order directly to the Seller, the new order not having been determined by an action of the Seller, will not be considered Diversion of Orders and/or Clients;

Payment Detailed Report – the detailed report issued by Foyzo that specifies the Eligible Orders in a Reference Period, the related Fee and any other withholdings and the value of the used Foyzo Gift Cards based on which the payment of the Fee, Foyzo Gift Cards and any other witholdings will be made;
Intellectual property rights – any registered or unregistered rights over inventions, patents, patent applications, industrial designs and models, works and objects subject to protection by copyright, related rights, sui-generis rights over databases, trademarks, brands of services, trade names, rights over domain names, topographies of integrated circuits, know-how and other trade secrets, as well as all other protected rights, derivatives thereof and all forms of protection of a similar nature based on any applicable law, anywhere in the world;

Foyzo Academy – information and e-learning section available to Sellers in the Foyzo Marketplace platform;
Foyzo Ads – pay per click (PPC) promotion system, which allows the Seller to promote his Products in the Foyzo platform, by bidding, at the product level, to be displayed on one of the available Ads positions and through which the Seller only pays if the Client clicks on the Products promoted;

Inactivare Seller – sanctiune care poate sa intervina in conditiile stabilite in Capitolul 5 din Anexa Termeni si Conditii;
Manual Account Health – sectiune de informare cu privire la indicatorii de performanta si modul de calcul al acestora, disponibila Sellerilor in platforma Foyzo Marketplace;

Inactivation of the Seller – sanction that may intrevine under the conditions presented in Chapter 5 of the Appendix Terms and Conditions;
Account Health Manual – information section regarding the performance indicators and how are they calculated, available to the Sellers in the Foyzo Marketplace platform;

National currency – the currency of the country where the Products will be traded;

Working Hours – Seller’s time frame uploaded in the account of the Seller on the Foyzo Marketplace Platform as its working hours;

Reference Period – the timeframe considered at selecting the Eligible Orders for payment and collection of the Fee as determined in the Appendix Terms and Conditions;

Foyzo Platform – the software application of electronic trade (on-line) through which Foyzo offers to the Clients access to a series of products and/or services of its own or of other traders and that also includes the website www.Foyzo.ro, respectively its mobile extensions and applications;

Foyzo Marketplace Platform – the software application of electronic trade (on-line) through which Foyzo offers the Seller the possibility to present its Products for their trade and through which the Seller can exchange information with the Foyzo Platform application, regardless of the way of connecting to the Foyzo Platform;

Products – products offered and traded by the Seller through the Foyzo Platform;

Regulations – any law, decision, judgement, ordinance, code, decree, rule, regulation or requirement issued, enforced, adopted, promulgated, implemented or otherwise adopted by or under the authority of any government body or by any other regulatory body in the country where the Products will be traded and / or the European Union; this includes also the preliminary rulings within the ECJ case-law;
Sanctions – restrictions and obligations in relation to the governments of certain states, with non-state entities or natural or legal persons, adopted by the UN Security Council, the European Union, other international organizations or by the unilateral decision of other states, for the purpose of peace maintanance and international security, preventing and combating terrorism, ensuring compliance with human rights and fundamental freedoms, developing and strengthening democracy and the rule of law, and fulfilling other purposes in accordance with the objectives of the international community, international law and European Union law. International sanctions include, in particular, the blocking of funds and economic resources, trade restrictions, restrictions on operations with dual-use and military products and technologies, passenger restrictions, transport and communications restrictions, diplomatic or technical-scientific technical-scientific, as well as sanctions related to culture or sports;

Temporary Suspension – sanction that may intervene under the conditions presented in Chapter 5 of the Appendix Terms and Conditions;
Targeted Countries and Geographical Areas – any state, territory or geographical area, subject to sanctions, restrictions or other limitations imposed or established by: (i) resolutions of the UN Security Council, (ii) other acts adopted pursuant to art. 41 of the Charter of the United Nations; (iii) EU regulations, decisions and other legal instruments; (iv) unilateral decisions of Romania or other states; (v) legal instruments issued by other international organizations;

Terms and Conditions – the Terms and Conditions, as well as the appendixes and any addendum regulating the contractual relationship between Foyzo and the Seller regarding the agency services that Foyzo provides to the Seller in exchange for the Fee by offering to the Clients access to the Seller’s Products, by presenting its Products on the Foyzo Platform, collecting the amounts related to the Products and transferring them to the Seller and giving the Seller the possibility to sell the Products through the Foyzo Platform to the Clients in accordance with the Terms and Conditions;

Business Day – any day except Saturdays, Sundays or legal holidays or non-banking days in Romania.

Mediation – a way of alternative resolution of conflicts that could occur between Foyzo and Seller as a result of the development of the contractual relationship based on the Terms and Conditions.
Content – all information provided by the Seller on the Foyzo Platform or by other means of communication in connection with the Seller’s activity through the Foyzo Platform, including, but not limited to, information on the Product, the characteristics of the Product and the offer, the marketing activity carried out by the Seller, the Seller’s identification, as well as any other type of information, regardless of the way in which it is provided (text, images, videos, data, reviews, comments, etc.);
Illegal Content – any Content that, in itself or by reference to an activity, does not comply with the Terms and Conditions and/or does not comply with the Regulations;

2.      STATEMENTS AND REPRESENTATIONS

2.1. In order to register on the Foyzo Platform, the Seller understands that Foyzo has a legal obligation to request a minimum of information, such as but not limited to: Seller’s identification details (name, address, telephone number and email address), copies of the Seller’s identification document, details of the trade register in which the Seller is registered and the registration number. The Seller understands that Foyzo is entitled to request for verification, in whole or in part, other documents/information, such as notices, authorisations, licences, permits and other documents/information required by the applicable Regulations in relation to Foyzo’s, the Seller’s or the Products’ business.
The Seller declares and warrants that: (a) is legally constituted and operates in accordance with the Regulations; (b) has the legal capacity and all authorizations, agreements, approvals, certificates, licenses required by applicable law to sell the Products on the Foyzo Platform; (c) has obtained all applicable statutory and legal approvals to accept the Terms and Conditions; (d) has full capacity and authority to exercise all rights and to perform its obligations in accordance with the Terms and Conditions; (e) is not in the procedure of insolvency, bankruptcy, temporary interruption of activity, dissolution, liquidation, or in any state that limits his ability to exercise all his rights and to fulfill his obligations in accordance with the Terms and Conditions.

2.2. The Seller guarantees the trading and, in case the delivery is in his responsibility, delivery of the Products according to all applicable Regulations and especially according to the legal provisions referring to the manufacture, circulation and trade of non-food and food products, as the case may be, including the provisions referring to consumer protection, electronic trade as well as the ones applicable to remote contracts.

2.3. Foyzo states that it is the owner of the Foyzo Platform and the Foyzo Marketplace Platform and following the acceptance by the Seller of the Terms and Conditions it will make available to the Seller listings’ space on these platforms for the presentation and trade of its Products. At the same time, Foyzo states that it has entered into a partnership with other companies operating marketplace platforms (International Marketplace Network – IMN) which allows all sellers who are already listed on one of the platforms operated by one of the companies in the partnership to list more easily products on other platforms.
The Seller accepts that Foyzo will have the opportunity to develop tools, applications, functionalities, etc. in the Foyzo Marketplace Platform, in order to automate and facilitate the listing and sale of Products by Sellers both on the Foyzo Platform and on other marketplace platforms operated by companies from the group of which Foyzo is a part, the Seller still remaining free to establish his commercial policy independently.

2.4. The Seller accepts that Foyzo can offer for sale and trade through the Foyzo Platform identical or similar products to its Products or products of other nature, either through a commercial offer of Foyzo, or through other sellers that have entered or will enter into contractual relationships with Foyzo for the presentation and trade of their products through the Foyzo Platform.

2.5. Foyzo accepts that the Seller can offer its Products for sale and trade through any other agents or can trade them in its own name, the Seller being free to choose any method it wishes for the trade of its products, the acceptance of the Terms and Conditions not imposing any restrictions of any nature in this respect.

2.6. The Seller accepts that Foyzo is an independent intermediary and will act as agent of the Seller, without undertaking any risks for the sale process and providing services related to the agent activity such as collection of the payments for the Seller and support (within the limits provided in the Terms and Conditions) offered to the Clients that access the Foyzo Platform in order to purchase the Products from the Sellers. Foyzo will not take over the ownership or risks related to the Products, the risk related to the trading exclusively devolving upon the Seller.

3.      REGISTRATION CONDITIONS

3.1. Any legal entity or any other legal entity that wishes to present its Products on the Foyzo Platform for the sale thereof to the Clients that completes the registration process on the Foyzo Marketplace Platform can become a Seller.

3.2. In order to register, legal entity must create an account / request Foyzo to create an account in their name on the Foyzo Marketplace Platform, must fill in the information and load the documents requested during the registration process (such as but not limited to documents regarding the establishment and functioning of the entity, documents / information regarding the identity of the legal representative / associates / shareholders, trader/non-trader status etc), as well as must accept the Terms and Conditions. The registration process will be completed after the verification of the documents and acceptance by the Seller of the Terms and Conditions.

3.3. The Seller guarantees that the information and documents made available to Foyzo during the registration process are actual, correct and complete. If, any time after the completion of the registration process, it is found that the information and / or documents provided were not actual and / or correct and / or complete, Foyzo reserves the right to unilaterally terminate the Terms and Conditions and to restrict the Seller’s access to the Foyzo Platform, without granting a notice period, in which case the Seller will not be able to request damages, compensations and / or other material or other claims for the termination of the contractual relations. Foyzo also reserves the right, during the collaboration, to request the Seller to update the documents and information transmitted in the registration process.
3.4. Under the sanction of unenforceability, in case changes occur regarding to but not limited to the name, legal form, status, registered office, unique identification code (or similar), Trade Registry number (or similar), VAT payer / non-payer status associates / shareholders, administrator, trader/non-trader status etc., the Seller undertakes to send immediately to Foyzo the documents certifying these changes. Foyzo will also have the possibility to do periodic checks in the public database, such as the databases of the National Tax Administration Agency, in order to verify the accuracy of the information provided by the Seller, and in case of notification of differences regarding, but not limited to. the name, legal form, status, registered office, unique registration code, number of registered in the Trade Register, associates / shareholders, administrator, etc. will have the posibility to proceed to modify them immediately, so that the Seller’s information registered in the Foyzo Marketplace platform, corresponds to those registered in the public database, such as the databases of the National Tax Administration Agency, and will send to the Seller, subsequently, a written notification. Also, the Seller undertakes to immediately inform Foyzo regarding the opening of insolvency proceedings, bankruptcy, temporary interruption of activity, dissolution, liquidation, inactivity etc. with the prior notification of the Seller, Foyzo having the right to take the necessary measures so that the quality of the services offered to the Clients or Foyzo’s image not to be affected.
3.5. If the Seller wishes to assign the rights and obligations resulting from the Terms and Conditions, this will be possible only with the agreement of Foyzo by accepting the Assignment Addendum and after verifying and validating the documents regarding the assignment that are also requested in the registration process (such as but not limited to documents regarding the establishment and functioning of the entity, documents / information regarding the identity of the legal representative / associates / shareholders, etc.). Assignments will not be accepted if the assignor is in the dissolution procedure or similar procedures.
3.6. In order to ensure the quality of services for Clients, if the Seller wishes to sell Products in one of the categories marked as high risk (the list of which can be found in Foyzo Academy), Foyzo reserves the right to request additional documents and information.
3.7. The Seller understands and accept that Foyzo shall have the right not to allow the integration of legal persons and/or any other legal entity, following the finding by Foyzo of the fact that the shareholder, administrator, spouse or up to and including the second degree relative of the shareholder, administrator or beficial owner had the quality of shareholder, administrator or beneficial owner in another company with which Foyzo previously terminated the collaboration as a result of non-compliance with contractual obligations.

4.      FEE. PAYMENT METHOD

4.1. For the services provided by Foyzo, the Seller owes a Fee based on the Turnover, for which VAT will be added, according to the list of Fees included in the Commercial Appendix.

4.2. The fee is owed for each Reference Period, as defined in the Annex Terms and Conditions. At the end of each Reference Period, as detailed in the Annex Terms and Conditions, Foyzo will issue a Payments Report, as well as the invoice for the Fee, for that Reference Period that will be sent to the Seller through the Foyzo Marketplace Platform. In case the Seller will have objections regarding the content of the Payments Detailed Report and/ or the related invoice and they are well founded, any discrepancies generated by these objections will be found on the Payments Detailed Report and related invoice to the immediately subsequent Reference Period. The date of sending the invoice by Foyzo will be considered as the date it was uploaded on the Foyzo Marketplace Platform.

4.3. For the Products which have as payment method online bank card and canceled by the Seller, irrespective of the reason, or automatically canceled due to not being finalized in the term uploaded on the Foyzo Marketplace Platform, the Seller shall owe the Fee. For false Orders placed by another seller and that have been cancelled by the Seller, Foyzo, upon the verifications it will perform, will have the possibility to not apply the Fee.

4.4. For the Products that were in orders paid online with a Card and cancelled by the Client due to the fact that the product was not in stock (the Client was informed by the Seller that the Product is no longer in stock and cancelled the order because either he no longer wanted to wait or did not want to be replaced by another Product), the Client is not satisfied with the delivery time (for reasons that are not determined by Foyzo or Foyzo’s subcontractors, but are determined by Seller’s fault), the Seller asked the Client to cancel the Order, the Seller will owe the Fee. For false Orders placed by another seller and that have been cancelled by the Seller, Foyzo, upon the verifications it will perform, will have the possibility to not apply the Fee.

4.5. For Orders that have as a method of payment cash on delivery and subsequently cancelled by Seller, for whatever reason or automatically cancelled due to the fact that they were not completed within the term uploaded in the Foyzo Marketplace Platform and were placed by Customers with good reputation on Foyzo Platform (identified on the basis of an algorithm applicable in a non-discriminatory way, taking into account several indicators among which the seniority as user of Foyzo Platform and the existance of previous orders received and not returned), the Seller owes the Commission. For false orders placed by another seller who have as payment method cash on delivery and which have been cancelled by the Seller, Foyzo, following the checks that it will carry out, will have the possibility not to apply the Commission.

4.6. For Orders that have as a method of payment cash on delivery and subsequently canceled by Clients with good reputation on Foyzo Platform (identified on the basis of an algorithm applicable in a non-discriminatory way, taking into account several indicators among which the seniority and the existance of previous orders received and not returned) due to the fact that the product was not in stock (the Client was informed by the Seller that the Product is no longer in stock and canceled the order because either he no longer wanted to wait or did not want to be replaced by another Product), the Client is not satisfied with the delivery time (for reasons that are not determined by Foyzo or Foyzo’s subcontractors, but are determined by Seller’s fault), the Seller asked the Client to cancel the Order, the Seller will owe the Fee.

4.7. For orders canceled by Seller or Customer and which do not fall under sections 4.3 – 4.6, no Commission is due.

4.8. For each Product ordered by the Clients, Foyzo will be able to collect the price of the Product on behalf of the Seller. In this regard, the Seller expressly authorizes Foyzo to collect the price of the Products purchased by the Clients through the Foyzo Platform. If the Customer requests Foyzo to restore the Order, because the order originally placed by the Customer was not honored, for reasons attributable to the Seller, including but not limited to: the Order was canceled by the Seller for lack of stock, the Product was not delivered to the Customer within the deadline (for reasons that are not determined by Foyzo or Foyzo’s subcontractors), the Product does not reach the Customer for reasons not imputable to the Customer, etc., at the request of the Customer, Foyzo will be able to restore the Order originally placed by the Customer with the same product from the Seller’s offer (if the Product is in stock) or with an identical Product sold by Foyzo or another Seller on the Foyzo platform, and the Seller expressly undertakes to pay the price difference between the price of the Product from the moment the Customer places the initial Order and the price of the Product from the moment the Order is restored. If the difference between the price of the Product subsequently ordered and the price of the Product initially ordered by the Customer is greater than half the value of the Product originally ordered, Foyzo undertakes to bear the price difference that exceeds the previously mentioned value.

4.9. The Payment of the Fee will be made by withholding from the amounts collected by Foyzo from the Clients according to the payment flow detailed in art. 16 Picking-Up, Processing and Delivery of the Orders. The Seller also expressly declares that it agrees that Foyzo to withhold from the amounts collected from the Clients any amounts owed by the Seller under the Terms and Conditions or the Regulations in connection with the fulfilment of the obligations undertaken under the Terms and Conditions.

4.10. In the event that the payment of the Fee or of any other amounts that can be withheld under art. 4.9 above is not possible by withholding such from the amounts collected by Foyzo from the Clients, the payment will be made by the Seller by bank transfer in the account indicated on the invoice within 1 (one) day from the uploading on the Foyzo Marketplace Platform of the invoice issued by Foyzo in the conditions of art. 4.2. In case the Seller does not make the payment of the invoice in the term indicated in the present article, the Payments Detailed Report for the immediately subsequent period will include all amounts owed by the Seller to Foyzo until the date of the issuance of the Payments Detailed Report. For the avoidance of any doubt, by “any other withholdings” the parties understand any other amounts other than the Fee, including but not limited to returns made by Foyzo to the Clients for the Products purchased from the Seller on the Foyzo Platform, indemnifications granted to the Clients for non-compliance by the Seller with the Regulations or the Terms and Conditions, damages owed to third-parties arising from the breaching/infringement of the rights of such third-parties by the offers for Products posted by the Seller and/or by the transactions for Products of the Seller, amounts related to the Foyzo Ads, budget used from the limit available in the Seller’s account, as well as any other amounts owed by the Seller under the present Terms and Conditions.

4.11. Upon the expiration of each Reference Period, Foyzo will transfer on the Payment Date in the account indicated by the Seller the total of the amounts collected for the Eligible Orders in the respective Reference Period in the name of the Seller from the Clients, minus the Fee and any other amounts withheld according to art. 4.9. – 4.10. above and 5.1 point w.

4.12. In case of any mutual payment obligations between Foyzo and the Seller, the Seller states and agrees that the invoices issued by the two companies to be automatically deducted, up to the amount of the lowest debt, by compensation, according to the Regulations and the surplus, in case of amounts owed to Foyzo, to be withheld from the price of the Products collected in the name of the Seller. If the Seller has payment obligations to Foyzo or companies in the Foyzo group that operate marketplaces on which the Seller operates, the Seller agrees that its debts to any of Foyzo or companies in the Foyzo group which operats marketplace platforms on which the Seller activates may be assigned by the company to which the Seller has the obligation to pay to any of the companies.

4.13. Considering the Fees’ grid related to the Products may vary depending on the category of each the Parties agree that if, at any time during the validity of the Terms and Conditions, following negotiations regarding the Fee’s grid, they don’t reach an agreement regarding the applicable Fees’ grid for certain Products from a certain category, the access of the Seller to only be allowed on the category of Products that they have agreed upon. With regard to existing categories for which a Fee amendment has taken place, the Parties shall negotiate in good faith the new applicable Fees. If the parties do not reach an agreement on the new Fee within 15 (fifteen) days, Foyzo will not grant access to those categories. The seller may at any time request the reopening of discussions on any new category.

5.      TRADE OF PRODUCTS ON Foyzo PLATFORM

5.1. In order to be able to trade Products on the Foyzo Platform, the Seller undertakes:

1. To follow the rules mentioned in the Performance Idnicator Appendix and Rules of Conduct
2. To use the Foyzo Marketplace Platform as a mean of communication between Foyzo and the seller to change information;
3. Use the customer details that are available in the Foyzo Marketplace Platform in case they need to contact a customer regarding an Order. Contacting the Clients is not possible in order to send transactional messages, to request Product reviews or Seller ratings or to request additional information regarding a review/rating already given by the Client, to request information in order to customize the product according to the specifications provided by the Customer or to confirm the Order;
4. To ensure the correct and complete information of the Customers regardiug products and Orders and to reply to Foyzo requests (including the requests from Customers via Foyzo) or the ones directly from Customers regarding orders and products.
5. To be owner for Customers and Third parties (if case) regarding the quality and conformity of products, including the obligation of warranty of the delivered products.
6. To issue the relevant fiscal documents imposed through the Regulations for all Orders and to communicate them to the Clients jointly with any other document imposed through the Regulations to accompany the Products, subject of the Orders and to deliver the Products that are subject to Finished Orders;
7. To hold, directly or indirectly, all intellectual property rights and/or authorizations related to the intellectual property rights embedded in or related to the Products (including rights over the documents and/or information and/or photographs/images provided to Foyzo referring to the Products) and/or to ground its activity on valid and legally uncontestable exceptions from the exclusive nature of the intellectual property rights embedded in or related to the Products, necessary for trading the Products on the Foyzo Platform, guaranteeing that no right of any third party and/or no authorization and/or legal or contractual provision is breached through the posting/presentation of the photos and/or materials related to the Products on the Foyzo Platform; if not, the Seller is the only one liable for any infringements, being entirely liable for covering any damages incurred by the rights holders, the Client, other third parties and Foyzo;
8. To be liable for the accuracy and quality of the information/ Content that is presented and posted for each Product, in case of any non-compliances between the physical Product and the information presented and posted, the Seller being the only one liable for the concerned differences, being entirely liable for covering any damages brought to the Client, third parties and Foyzo;
9. To upload on the Foyzo Marketplace Platform the terms and conditions for trading the Products to the Clients, prior to the date the first Order is placed, in order to be posted on the Foyzo Platform;
10. To accept Foyzo Gift Cards as payment method by the Clients and as a reimbursement method for the counter value of the Products in case of return by the Clients, for whatever reason;
11. To accept the Call-Center services made available by Foyzo, in order to answer solicitations/ requests/ complaints of the Clients regarding the Products and/or Orders, communicating in this sense the necessary information to Foyzo for answering the Clients; thus, to ensure a quick response time for customer questions / requests / complaints, Foyzo will have the possibility to set in the Foyzo Platform, from the beginning of the conclusion of these Terms and conditions and at any time during the course of the contractual relations, contact details of the Call – Center provided by Foyzo, instead of the Seller’s contact details. The change of Foyzo’s contact details with the seller’s contact details will only take place with 5 days ‘ prior notice of the Seller and in compliance with the provisions of Chapter 11. Notifications.
12. To upload to the customer’s account the financial documents (invoices, other financial-tax documents provided for by the regulations in force) related to the completed orders;
    m.To bear all the legal consequences resulting from the non-compliance with the contractual obligations and/or with the obligations stemming from the Regulations, resulting into sanctions for Foyzo;
    n. To own and make available to Foyzo, upon request, all legal documents, valid, necessary for the trading of the Products, according to the Regulations in force, including, but not limited to any declarations / certificates of conformity, notices, authorizations, consents of the intellectual property rights holders etc;
13. For food Products and / or organic Products, to own and make available to Foyzo, in the moment of requesting access to the relevant Products category, all legal documents, valid, necessary for the marketing of these Products, including, but not limited to any declarations / certifications of conformity, sanitary-veterinary approvals, etc; For clarity, in order to sell food Products, the Seller will provide in particular the proof of the authorization issued by DSV – “Sanitary-veterinary and food safety registration document for the activities of the retail units”, and for the sale of organic Products, it will provide, in addition to the DSV authorization, above mentioned, “Certificate of conformity – The supporting document for the economic operator in accordance with art. Article 29 (1) of Regulation (EC) No 834/2007 ”; Foyzo reserves the right to request and verify the aforementioned authorizations at any time during the contractual relationship, and in the event that the Seller does not provide the documents, Foyzo will proceed to withdraw the Seller’s access to the product category in question.p.To trade the food Products and/or the ecological food Products whose shelf life is at least 75% of the total shelf-life term, highlighting the information regarding the batch number, date production date and / or expiry date;q. Not trade in food Products and / or organic food Products in respect of which there are situations that generate or cause risks to the health of consumers in relation to them, including but not limited to biological contamination, chemical contamination, physical contamination, organoleptic changes. In this sense, the Seller is obliged to urgently inform Foyzo and to stop their trading through Foyzo Platform. If Foyzo receives a notification regarding the aforementioned non-conformities, it will inform the Seller as a matter of urgency and will withdraw the indicated Products from sale;r. To ensure the proper packaging and labeling of packages to be delivered to the courier and to comply with the rules on packaging, labeling, contents of packages, as well as those on the categories of products that can be transported (regardless of delivery method), rules found in Foyzo Academy, Legal Requirements and Rules of Good Practice section;

    s. To ensure the delivery and accept the return of Orders for which the Client has requested home delivery respectively for which he has made the return regardless of the chosen return method. If the Seller assumes by its return policy that it will take back the Orders from the Customer, then this obligation shall be fulfilled by the Seller.

    t. To ensure the delivery to the courier on the Romanian territory, respectively the receipt from the Romanian territory of the packages that are the object of the Orders for which the Client requested the delivery, respectively the return in the locker, only if the Seller has this service in place;

    u. Not to trade, on Foyzo Platform, Products considered identical with the products traded in other member states of European Union, but with significantly different characteristics and composition, in case that there are not legitimate and objective factors (such as, but not limited to, composition, availability, seasonal nature of raw materials, the right of the seller to offer goods of the same brand in packaging with a different weight and volume in different geographical markets) and the Seller does not correctly inform the Clients in this regard.
    v. To use Foyzo Ads services and the related limit, available in the Seller’s account, in compliance with the eligibility criteria and the rules found in the Foyzo Academy, section Legal Requirements and Rules of Good Practice section.
    w. To keep and make available to Foyzo, at the time of request, all valid legal documents required for tax reporting to the National Tax Administration Agency (ANAF), in accordance with the Regulations in force. If the Seller does not provide all the information required for tax reporting after the submission of an initial notice and two reminders sent after the initial notice by Foyzo within 60 days of the first notice, Foyzo at its option shall be entitled to withhold payment of the collections due under clause 4.11 of the Terms and Conditions or to terminate the Terms and Conditions without further formality or intervention of the court. The payment of the due collections will be withheld until the Seller has submitted the required information for tax reporting purposes. Furthermore, Foyzo shall have the right not to allow the Seller to re-register on the Marketplace.

5.2. In order to offer the Seller the possibility to present its Products on the Foyzo Platform for sale to Clients, Foyzo undertakes:

1. Within the limit of the technical possibilities, to grant the Seller access on the Foyzo Marketplace Platform in order to present the Products on the Foyzo Platform and to allow the necessary operations in order for the activity on the Foyzo Platform to be carried out.
2. To take Orders from the Clients and to communicate them to the Seller through the Foyzo Marketplace Platform;
3. To use the Foyzo Marketplace Platform as a method of communication in order to exchange information on the Orders and Products;
4. To make available to the Clients online support services in order to answer questions/ requests/ complaints of the Clients regarding Orders placed and/or Products;
5. To support the Clients during the post-sale period through interaction with Seller’s representatives or its agents, as concerns the Products and/ or Orders;f. To ensure the delivery and return of orders for which the Client has requested the delivery and respectively the return via lockers (secure parcel delivery system, accessible on the basis of a code with electronic operating system, which safely stores the parcels, until their pick-up by the Clients offering also the possibility of returning the Products); in any case, the Seller will remain responsible for the Product conformity, proper packaging and labeling of the packages, as well as for their contents, according to the rules found in Foyzo Academy, Legal Requirements and Rules of Good Practice section.
6. To bear all the legal consequences resulting from the non-compliance with the contractual obligations resulting into sanctions for the Seller.

6.      INTELLECTUAL PROPERTY RIGHTS

6.1. The Seller states and warrants that, as the case may be, either (i) it holds all the intellectual property rights necessary for offering and trading the Products through the Foyzo Platform, or (ii) has secured the authorizations needed for offering and trading the Products through the Foyzo Platform, authorizations obtained from the rights holders, or (iii) operates based on valid and uncontestable legal exceptions from the exclusive nature of the intellectual property rights, exceptions that allow the Seller to offer and trade the Products through the Foyzo Platform. The present statement and warranty must also cover the materials related to the description and promotion of the Products) that it offers through the Foyzo Platform. The Seller undertakes the entire liability for the promotion and marketing thereof and it is the only one liable for any breach of any intellectual property right or any other right of a third party related to the respective Products and/or to the information and/or photographs related to the Products.
Should Foyzo be notified or receive a claim from the Clients or from third parties as to the breach of third parties’ rights related to the Products offered through the Foyzo Platform (including, without limitation to copyright or related rights, be it in the Products or photographs, images, design, name, trademark, patent, etc.), Foyzo will send such to the Seller, who is liable for contacting immediately the rights holder and / or the allegedly damaged person, for solving the situation and for directly compensating the prejudiced affected Clients or third parties rights holders, the provisions of Chapter 5 of the Appendix Terms and Conditions remain applicable.
Also, if Foyzo incurs any expenses, including judicial or extrajudicial, pays compensation to Clients and / or third parties according to a transaction or decision or suffers, damages as a result that the above statement / guarantee is not accurate / true and / or the Seller has not ensured the legitimate source of the Products and / or materials offered, sold and/or used for promotion, the Seller is obliged to pay in full to Foyzo these expenses, damages and other damages suffered.

6.2. The Seller admits that, during the contractual relationships, all Foyzo trademarks or for which it holds a license are the exclusive property of Foyzo or of its licensors and cannot be used unless with the prior express consent of Foyzo and only for the purposes mentioned thereof. The Seller understands that all materials related to Foyzo trademarks are and remain the exclusive property of Foyzo. At the termination of the contractual relationships for any reason, the Seller will return Foyzo all materials, documents, information, advertising materials and other materials of similar nature received or created for the fulfilment of the obligations resulting from the Terms and Conditions and it shall safely destroy any copies thereof, no matter the format.

6.3. The Seller is hereby informed on the fact that the access to Foyzo Marketplace Platform and Foyzo Platform will not be considered, in any way, transfer of ownership over it, or its source codes or of any rights related to such IT tools. All the intellectual property rights related thereof and all changes and/or updates of such instruments at a subsequent date, including the development of the Products, and, as of their creation, any and all of the related intellectual property rights resulting from a work, an equipment or invention made by / elaborated by Foyzo on such IT instruments, is and will remain the exclusive property of Foyzo. Foyzo grants the Seller a non-exclusive right of use of such IT instruments during the contractual term. Moreover, the technology and know-how, whether patented and patentable or not, included in the services offered by Foyzo shall remain the exclusive property of Foyzo.

The Seller acknowledges the fact that Foyzo is the holder of sui-generis rights over the databases, in the sense of Law no. 8/1996, regarding the Foyzo Platform and the Foyzo Marketplace Platform, both with regard to the elements public-facind and with restricted access and that it benefits from the related legal protection. The Seller can only use those elements for which he has the express consent of Foyzo and only during the duration of the contractual relationship, being expressly prohibited the total or partial extraction and/or the reuse of the databases, under the sanctions provided for in art. 6.5. and/or in the Annexes to which it refers.

6.4. Should Foyzo receive a complaint/notification from a third party / another seller / Client or identifies articles in the press, social media etc. as to a possible breach of the intellectual property rights by the Seller and there is an appearance of law as regards the existence of such infringement:

a) Foyzo will be entitled to apply the Product blocking sanction for the Products traded through Foyzo Platform mentioned in the complaint/notification until the clarification of the situation, without being held liable for any prejudices or for the loss of provisioned revenues or any other direct or indirect losses. If the complaint concerns a specific colour of the product or a specific product in a product family, in order to avoid customer prejudice, Foyzo will have the possibility to order the blocking of the entire range of existing colours for the identical product or the entire product family.
b) the Seller undertakes not to take any action regarding the Products that are subject to the complaint/notification, until the clarification of the situation;
c) The Seller undertakes to make available to Foyzo, upon request, complete and documented information regarding the origin and distribution networks of the respective goods, regarding which there is a suspicion that they would infringe an intellectual property right, including but not limited to to, the names and addresses of the producers, manufacturers, distributors, suppliers and other previous holders of the Products, the recipient wholesalers and sellers, as well as information on the quantities produced, manufactured, delivered, received or ordered, and the price paid or obtained for the respective Products. The information will be used for legitimate purposes and their confidentiality will be ensured, according to competition rules;
d) The Seller undertakes, at the request of Foyzo, to constitute and provide guarantees for the payment of compensations, damages and/or other expenses related to the situation of intellectual property rights infringement, in the event that it will be confirmed or the matter will be object of a transaction.
e) If Foyzo finds, within a reasonable period of time, the existence of repeated complaints on a particular registered trademark, it may order the blocking of all products in the Seller’s portfolio under that trademark.

6.5. If the infringement will be confirmed and/or will be the object of a transaction, Foyzo has the right to apply any other measure described in Chapter 5 of the Annex Terms and Conditions and/or in Part II, Chapter D., subchapter c. of Performance Indicators Appendix and Rules of Conduct, as regards each and all platforms operated by Foyzo and/or companies in the group of which Foyzo is a part, without any other justification and without being held responsible for possible damages or non-realization of provisioned revenues or any other direct or indirect losses. Art. 8.2., letter g) remains applicable.
6.6. The decision provided for in art. 6.5., under the same conditions, can be taken by Foyzo also in case of incidents described in this Chapter occurring repeatedly, without the need to confirm the infringement and/or make a transaction. The repetition threshold will be considered reached if there are at least 3 incidents within 12 months. For false incidents generated by another Seller and which could have a harassing and/or exclusionary purpose, Foyzo, following the checks it will carry out, will have the possibility not to apply this measure.

7.      CONFIDENTIALITY AND ACCESS TO DATA

7.1. The term “confidential information” applies to and includes:

• All the provisions of the Terms and Conditions;
• All information in its tangible or intangible form, of professional, commercial, technical, financial or of any other nature, that is created, developed, received, gathered or used during or related to the activity of the Parties, including, without limitation to information referring to the identity of the affiliates, commercial partners, consultants, employees of the parties, and further including, but not limited to the trading conditions, business methods, corporate plans, management systems, finances, to the occurrence of new business opportunities or research and development projects of the parties or of the commercial partners of Parties’ affiliates, costs, contractual understandings, market researches, intellectual property rights held or used, IT infrastructure, promoting policy, parties’ activity development and expansion proposals or any other aspects related to the promotion or sale of any products or to past, present or future services of the Parties or of their affiliates or commercial partners including, but not limited to information and plans referring to the sales, market shares and statistics regarding the prices, marketing plans, market research reports, sale techniques, price lists, purchase prices, structure of discounts and price decreases, promotional and advertising materials, names, addresses, telephone numbers and contact names of the Clients and of the potential Clients and of the suppliers and potential suppliers of the parties or of the affiliates and commercial partners of the parties, the nature and activity thereof, trade formulae, processes, inventions, drawings, know-how, discoveries and technical information referring to the creation, manufacture or supply of any past, present or future products or services of the parties or of their affiliates or of Parties’ commercial partners;
• All the requests, opinions, suggestions, reports, notes, data, analysis, compilations, studies or other documents drafted by Foyzo during the execution or fulfilment of its tasks and activities provided in the Terms and Conditions or that construe, comment, contain, result from or reflect in any other way such tasks or documents described in the Terms and Conditions.
  • The Parties undertake, the obligation remaining valid and having effects both during the period in which the Terms and Conditions are in force and further on, for a period of 3 (three) years, without considering the cessation of the application of the Terms and Conditions or the fulfilment of the obligations and the carry out of the activities according to the Terms and Conditions, to:
• maintain strict confidentiality and not to disclose or allow the disclosure by any person of any Confidential Information; and
• not to use any Confidential Information other than for the fulfilment of its obligations according to these Terms and Conditions and for no other purpose and not to allow the use of any Confidential Information by any third party unless with the written approval of the other Party.

7.3. The provisions above do not apply if and to the extent the Confidential Information:

• must be disclosed according to the law or the applicable regulations and, under such circumstances, only on condition that, as soon as a request is made, the Parties inform each other and take all reasonable measures in order to cooperate for the actions they consider necessary for protecting their own interests. In any case, the disclosure shall only refer to that part of the Confidential Information that must strictly be disclosed, and the Parties shall cooperate as concerns the date and content of the disclosure and shall ensure that the parties to which the Confidential Information is disclosed are aware of the confidential nature thereof and comply with it;

• is information on which the Parties agree in writing that it is not confidential;

• is published or can be accessed by the public other than through the breach by a Party of the Terms and Conditions or of any other confidentiality obligation;

• is disclosed to the members of the other Party’s capital group;

• are disclosed by the Foyzo to third parties (eg financial institutions) minimal information regarding the activity of the sellers on Foyzo Platform if and only if this information is necessary to analyze the possibility of developing projects jointly with those third parties, in order to provide additional services in the most advantageous conditions for the sellers on Foyzo Platform;

• must be disclosed to the public in order to comply with the obligations provided in the Terms and Conditions.

7.4. The object and duration of the processing, the nature and purpose of the processing, the types of personal data of the Clients to be processed, the categories of data subjects to which the personal data of the Cients refer, the rights and obligations of Foyzo and the Seller are detailed in Appendix Regarding Personal Data Protection.

7.5. In order to ensure the functioning of the Foyzo Platform in optimal conditions, to fulfill the obligations according to the Terms and Conditions as well as to identify new methods and functionalities to help the Seller to improve its performance on the Foyzo Platform, Foyzo, through the department that manages the Sellers relationship from the Marketplace Platform (Marketplace department), has access to data on: prices, stocks, content quality, Clients interest (traffic, visits, top products with reviews, top favorites), reviews, product performance. Also have access to data technical departments responsible for the mechanisms, processes, criteria and algorithms used to classify, display, order and sort products sold on the Foyzo Platform.

7.6. Throughout the Terms and Conditions, regarding its Products, the Seller has access to data on: prices, stocks, content quality, Clients interest (traffic, visits, top Products with reviews, top favorites), reviews, Products performance. Regarding the offers of other sellers on the Foyzo Platform, the Seller has access to aggregate data on the traffic of a Product that is sold by other sellers top reviews and top favorites, product performance.

7.7. The Seller agrees to allow Foyzo to use any information and documents provided both in the registration process and subsequently, during the Terms and Conditions, including, but not limited to, company name, registered office, shareholders / associates and / or administrators for the purpose of performing checks on the reputation of the Seller and the persons who own / manage it. For the avoidance of doubt, Foyzo’s ability or action to perform verifications under this clause in the registration process and whenever deemed necessary by Foyzo does not remove any obligation and / or liability for Seller to act in accordance with with the provisions of the Terms and Conditions.

8.      SPECIFIC PROVISIONS ON THE DURATION AND TERMINATION OF THE CONTRACT

8.1. The Terms and Conditions will become effective at the date of their acceptance by the Seller, for an indefinite period of time.
8.2. The contractual relationship between Foyzo and the Seller under these Terms and Conditions will cease:

a. by written consent of the Parties;
b. by unilateral termination by Seller, complying with a notice of 10 (ten) days, case in which neither parties cannot request damages, compensations or other financial actions to stop the contractual reports. Until the notice period is over, the Seller’s access to the Marketplace Platform will not be restricted.

c. by unilateral termination by Seller, within 15 (fifteen) days from the date on which Foyzo modifies the Terms and Conditions, according to the provisions of art. 20.2 below, if the Seller does not agree with the changes proposed by Foyzo. Until the notice period is over, Seller’s access to the Marketplace Platform will not be restricted.

d. by unilateral termination by Foyzo, complying with a notice of 40 (fourty) days, case in which neither of the parties cannot request damages, compensations or other financial actions to stop the contractual reports. In the first 20 days from the transmission of the notification, the Seller’s access to the Marketplace Platform will not be restricted. After the first 20 days, the Seller will only have the possibility to manage Orders, returns and other requests / complaints from Clients but the Products will no longer be active in the Foyzo Platform and Orders will no longer be placed. After the 40-day term, the Seller will no longer have access to the Marketplace Platform.

e. by termination for cause, by either Party, at the expiry of the 30 (thirty) days term from the notification date, without any other formality or the intervention of the court of law if either Party breaches any of the obligations stipulated in the Terms and Conditions which are not the subject of other termination clauses and does not remedy the breach within the period specified in the notification/ suspension decision;

f. by termination for cause, by Foyzo, at the expiry of the 30 (thirty) days term from the notification date, without any other formality or intervention of the court of law if the Seller is in any of the situations that determined the Inactivation of the Seller;
g. by termination by the Foyzo, from the notification date, without any other formality or the intervention of the court, as a result of the findings by the Foyzo of breach of the obligations of the Regulations and Terms and Conditions regarding the marketing of the Product, including the obligations regarding observance of the intellectual property rights, the remediation of which is not possible, of a case of Diversion of Orders / Customers, repeated breach of the obligation to use appropriate language in communications or notifications sent to Foyzo and Clients or in other cases expressly provided in the Terms and Conditions. From the date of sending the notification by Foyzo, the Seller will no longer have access to the Marketplace Platform;
h. by termination by Foyzo from the notification date, without any other formality or the intervention of the court, following the finding by Foyzo of the fact that the shareholder, administrator, spouse or up to and including the second degree relative of the shareholder, administrator or beficial owner had the quality of shareholder, administrator or beneficial owner in another company with which Foyzo previously terminated the collaboration as a result of non-compliance with contractual obligations;
i. by rightful termination by Foyzo from the date of the notice, without any further formality or court intervention, as a result of the Seller being in voluntary dissolution/liquidation proceedings, or being bankrupt, in temporary cessation of business or in any other state which limits its ability to exercise all its rights and to perform its obligations under the Terms and Conditions, does not respond to interactions and/or does not provide the view requested by Foyzo, within the time period indicated by Foyzo, regarding any discrepancy reported by Foyzo in relation to the Seller’s declared status and the status ascertained by Foyzo as a result of regular checks in the National Tax Administration Agency database and/or in the Trade Register records.

j. by rightful termination, by Foyzo from the date of the notification, without any other formality or court intervention, as a result of the fact that the Seller is/was subject to deletion procedures from the records of the Trade Register and/or the National Tax Administration Agency
k. other cases expressly stipulated in the Terms and Conditions.

8.3. The termination of the contractual relationships, regardless of the way, has no effect on the already outstanding obligations between the Parties.

8.4. After the termination of the contractual relations based on the Terms and Conditions, for any reason, historical information regarding the activity carried out by the Seller on the Foyzo Platform (history of orders, complaints, returns, financial data, etc.) will remain in the account of the Seller in the Marketplace Platform.
8.5. In the case of termination of the contractual relationships, for whatever reason, Foyzo will have the right to retain all or part of the amounts collected under the Terms and Conditions for a period of 30 days from the date on which the last Order received by the Seller becomes Eligible.

9.      LIABILITY. LIMITATION OF LIABILITY.

9.1. Should either Party not comply with its obligations according to the Terms and Conditions (including the appendixes thereto), or provided in the Regulations, the Party in default will be liable for the damages brought to the other Party, to the Clients or third parties, as the case may be, and the other Party will have the right to claim to the Party in default to reimburse the amounts paid according to the Orders and/or the value of the Products object of those Orders and/or the related Fees, as well as any other expenses or damages made related to the concerned Orders and/or to the promotion and/or sale of the Products.

9.2. The Parties are entitled to the entire remedy of the prejudice, regardless of its nature, suffered as result of the delayed fulfilment, improper fulfilment or non-fulfilment (total or partial) of any of the obligations undertaken according to the Terms and Conditions.

9.3. Foyzo reserved the right that, in case the obligations undertaken by the Seller in accordance with the Terms and Conditions are not respected by the latter and such cause negative effects on the activity and image of Foyzo, to forbid the Seller’s access to his account on the Foyzo Marketplace Platform.

9.4. The presentation of the Products on the Foyzo Platform will be made in the an non arbitrary manner (based on a general algorithm applicable to all sellers in a non-discriminating manner whose description can be found in the “Foyzo Academy” section of the Seller account in the Marketplace Platform). Except for special situations (Foyzo Ads or similar), Foyzo does not guarantee the Seller that the Products will be posted on a certain position / with a certain priority. Foyzo has the right to change the structure of the Foyzo Platform and the display categories at any time, as well as to re-classify the Products in categories, based on criteria / principles that will be communicated in advance and that will be applied to all participants in the platform and; however, it shall not directly interfere with the information communicated by the Seller regarding the Products. Foyzo cannot be held liable for the sales or profit not obtained by the Seller due to the changes made by Foyzo to the structure and/or categories of the Foyzo Platform.

9.5. Until the fulfillment and/or remedy by the Seller of any and all obligations according to the Terms and Conditions, Foyzo can decide, as the case may be, the Temporary Suspension or Inactivation of Seller, under the conditions mentioned in the Appendix Terms and Conditions the Seller having no claim in this respect.

9.6. If, the Seller has a technical, organizational and commercial structure in which other merchants are included, thus listing on Foyzo Platform both products that are sold by Seller and products that are sold by these merchants, the Seller who has accepted the Terms and the Conditions is liable both to the Clients and to Foyzo regarding the activity of these merchants on the Foyzo Platform and their observance of the Terms and Conditions and the rules of operation of the Foyzo Platform. Thus, the Seller is responsible for but not limited to: Clients’ complaints, warranty insurance, compliance with return conditions, intellectual property rights, compliance with Performance Indicators and Rules of Conduct, proper issuance to Clients of financial-accounting documents, etc. For clarity, by accepting by the Seller that it has and operates such a structure of the Terms and Conditions, it accepts that Foyzo will not have any commercial relationship with the merchants for which the Seller provides this structure, the risk of trading on the Foyzo Platform belonging exclusively to the Seller. The Seller has the obligation to inform Foyzo about the existence of such an organizational structure before accepting the Terms and Conditions or as soon as it has established / acquired such structures.

9.7. None of the functionalities of the Foyzo Platform can be assimilated with Foyzo’s knowledge of the Content provided by the Seller. If the Content displayed on the Foyzo Platform is illegal, violates the Regulations or the Terms and Conditions, and Foyzo becomes aware of this fact, then the provisions of Chapter 5 of the Appendix Terms and Conditions remain applicable.
9.8. Foyzo may intervene on the Content provided by the Seller, in agreement with the Seller, except if the Content does not comply with the provisions of the Terms and Conditions or the Regulations, the functionalities of the Foyzo Platform or if it may prejudice the proper functioning of the Foyzo Platform, in which case Foyzo may intervene directly on the data/information uploaded by the Seller, according to Chapter 5 of the Appendix Terms and Conditions.

10. FORCE MAJEURE

10.1. Any circumstance that cannot be predicted or removed, independent from the Parties’ will, occurring during the application of the Terms and Conditions and that renders impossible the fulfilment of the undertaken obligations will be considered Force Majeure and will exonerate the Party invoking it from the fulfilment of that obligation.

10.2. The Party invoking Force Majeure must inform the other Party within 10 (ten) Working days as of the date of the occurrence thereof and must make available the documents attesting Force Majeure, issued by the Chamber of Commerce and Industry of Bucharest, respectively the capital of the country where the Seller has his registered office within 30 (thirty) working days as of that date.

10.3. During a Force Majeure event that hinders one or both Parties from complying with their obligations, the Parties are exonerated from the fulfilment of their obligations. Should the Force Majeure event not cease within 3 (three) months as of the notification thereof, either Party can terminate the Terms and Conditions.

11. NOTIFICATIONS

11.1. Any communication or notification addressed to Foyzo is valid if it is transmitted by post / courier with acknowledgement of receipt to the address: Voluntari, No. 15-23 Bucharest North Driveway, Swan Office Park, Windsor Building, 5th floor, code 077190 or via the Foyzo Marketplace Platform messenger.

11.2. Any communication or notification addressed to the Seller by Foyzo will be sent to the contact information mentioned in Seller’s account on the Foyzo Platform.

11.3. The Seller undertakes to immediately inform Foyzo in case of any changes made to the identification data, address and/or e-mail address provided for communications, notifications or notices as well as to the contact persons/appointed representatives.

12. APPLICABLE LAW

12.1. The interpretation, validity and execution of the provisions of these Terms and Conditions, as well as all rights and actions of the Parties in accordance with these Terms and Conditions will be governed by Romanian law.

13. THE INTERNAL COMPLAINTS RESOLUTION SYSTEM

13.1. In order to resolve adequately and efficiently and within a reasonable period any complaints from the Seller, Foyzo provides it with an internal system for resolving complaints regarding:
– alleged non-compliance by Foyzo of its obligations, according to the Regulations;
– technological aspects regarding the provision of intermediation services by Foyzo and which affect the Seller;
– the measures taken by Foyzo regarding the provision of intermediation services to the Seller based on the Terms and Conditions;
– the measures taken or the behavior of Foyzo in connection with the provision of intermediation services to Seller based on the Terms and Conditions and which affect the Seller.
13.2. The Seller will be able to send the complaints through its account from the Marketplace Platform (accessing the “Messaging” section) or through any other way provided by Foyzo. The Seller is obliged to use only the communication channels provided within the platform and to respect the flows of solving the situations appeared without doubling the requests and abusing the contact data of the Foyzo employees.
13.3. Foyzo provides the Sellers with the means to resolve complaints about an Order or any form of illegal Content on the Foyzo Platform through the notification mechanisms available on the Foyzo Platform.

13.4. Any complaint or grievance addressed to Foyzo by the Seller regarding i) alleged violation by Foyzo of legal or contractual provisions affecting the Seller, ii) technical issues relating to the provision of online brokerage services iii) Content or other information hosted on the Foyzo Marketplace affecting the Seller iv) restrictive measures taken by Foyzo that directly relate to the provision of online brokerage services will be transmitted through his account on the Marketplace (by accessing the “Messaging” section).

13.5. Foyzo will immediately take over the Seller’s complaint and will analyze it accordingly. The complaint will be resolved within a reasonable time, taking into account its urgency, importance and complexity, but also the number of complaints registered at a certain moment. Foyzo’s response will be sent to Seller via the “Messaging” section of the Marketplace Platform or to the contact details uploaded by Seller to its account.
13.6. If the Seller continues to receive complaints from Customers or does not respond to Customer complaints within the specified period or within a reasonable period (if no period is specified) or upon receipt of a complaint Foyzo becomes aware that the Seller is in breach of the Regulations or the Terms and Conditions, Foyzo is entitled to apply one of the remedies set out in Chapter 5 of the Appendix Terms and Conditions.
13.7. If Foyzo reverses its decision on a restrictive measure, for example, if a complaint contains sufficient grounds for Foyzo to believe that the Regulations or Terms and Conditions were not violated or that Content provided on the Foyzo Platform was not illegal, or contains information indicating that the complainant’s conduct does not justify the measures taken, Foyzo shall reverse the decision without undue delay.

14. MEDIATION OUT-OF-COURT DISPUTE RESOLUTION BODIES. DISPUTE SETTLEMENT

 

14.1. Any disputes that may arise between Foyzo and Seller as a result of the development of contractual relations based on the Terms and Conditions, including claims whose resolution was not possible through the internal dispute resolution system, can be resolved out of court, through mediation.

14.2. Foyzo makes available to all sellers on the Foyzo Platform at least 2 (two) authorized mediators, registered on the Board of Authorized Mediators, in order to resolve the eventual dispute.

14.3. The list of authorized mediators is available in the “Foyzo Academy” section of the Marketplace Platform Seller account.

14.4. The total costs of mediation and the percentage that will be borne by each party will be determined by the mediator, according to the Regulations. If the Seller does not want to bear the established percentage of the mediation costs, it will be borne by Foyzo.

14.5. Seller will resort to the mediation procedure in good faith. Thus, Foyzo will not have the obligation to resort to mediation if:
• The Seller initiates a mediation procedure on a subject in connection with which he previously requested the initiation of the mediation procedure and the mediator established that the Seller did not act in good faith;
• made repeated unsuccessful attempts to mediate with the Seller, on the same subject;
• there have been other exceptional previous situations related to the subject of mediation which show that the Seller did not act in good faith.

14.6. Mediation shall not affect the right of either Party to address the court before, during or after the completion of the mediation procedure.

14.7. Any dispute or claim resulting from or in connection with the Terms and Conditions that has not been or could not be resolved through mediation will be resolved by the competent court in Bucharest.
14.8. The Seller has the right to opt for any certified out-of-court dispute resolution body to resolve disputes related to decisions made by the Foyzo Platform, including complaints that have not been resolved through the internal complaint resolution system.

15. PRESENTATION OF PRODUCTS ON THE Foyzo PLATFORM

15.1. The Seller will upload on the Foyzo Marketplace Platform, the technical characteristics and specifications of the Products taking count of the rules mentioned in the Performance Indicators Appendix and Rules of Conduct. Foyzo has the right to refuse to present Products that do not comply with the Foyzo Platform profile or if they do not comply with the technical format/ specifications thereof. The presentation of the Products on the Foyzo Platform will not represent any warrant or liability of Foyzo for those Products, Foyzo having the right to verify the information and/or photographs of the presented Products at any time and to Block the Products it considers inadequate, with the proper notification of the Seller in this respect.
15.2. The Seller’s obligations and the limitation of Foyzo’s liability, regarding intellectual property rights, also apply to the presentation materials, regardless of whether they are in narrative, graphic, photographic, visual, audio, audiovisual, etc. format.

16. PICKING-UP, PROCESSING AND DELIVERY OF THE ORDERS

16.1. Foyzo receives the Client’s Orders through any of the Clients’ requests collection channels that Foyzo makes available to them, at any moment, and sends them to the Seller, through the Foyzo Marketplace Platform.

16.2. Foyzo can decide, at any moment, due to security reasons, according to the obligations imposed through the applicable Regulations or according to an act of an authority, to impose certain limits to the number of transactions (Orders) or to the total amount of the transactions (Orders of a given period). Foyzo cannot be held liable towards the Clients and/or the Seller for failure to complete the Orders that exceed such limits.

16.3. The Seller will answer to each Order of the Clients sent by Foyzo and will update the statuses through the Foyzo Marketplace Platform, consecutively, as follows:

a. Immediately, after Foyzo sends the Order, the Seller will confirm the receipt of the Order and will book the ordered products. Status: Order received.
b. The Order is cancelled on the Foyzo Marketplace Platform by the Seller: Status: Order Cancelled by the Seller.
c. The Client, or Foyzo at the request of the Client cancels the Order: Status: Order Cancelled by the Client.
d. The Seller will perform the logistic operations necessary for preparing the ordered Products (picking). Status: Order prepared
e. The Seller will issue the fiscal documents and, if the case may be, the AWB from the Foyzo Marketplace Platform. Status: Order finished.
f. The Client returns in integrality the Products from a finished Order or the Product from a finished Order or which has the status, Returned to Shipper,, and the Order was not cancelled by the Seller Status: Order returned.

16.4. For all finshed Orders, regardless of whether or not an AWB has been issued from the Foyzo Marketplace Platform, the Order can be reversed within 48 hours of completion if:
a) there is a registered return request from the customer;
b) the order has “Returned to Shipper” status, for an Order for which an AWB has been issued from the Foyzo Marketplace Platform.

In order to receive a “Return to Sender” status for an Order for which an AWB has been issued from the Foyzo Marketplace Platform, the Seller may reverse the Order within a period equal to the return period from the Seller’s account (which may be different, depending on participation in Foyzo Genius program) to which is added a term of 5 days.
For the reversal of an Order for which there is no return request from the Client, regardless of whether or not it was shipped with AWB issued from the Foyzo Marketplace Platform but which was shipped to the Customer, the Seller may create a return request within the same period as the return period from the Seller’s account (which may be different, depending on the participation in the Foyzo Genius program) to which is added a period of 5 days, and upon completion of this return request, the Order will automatically change to the status Order returned.
If the Seller does not establish in his account from the Marketplace Platform a time interval from the placement of the Order and until the maximum date of delivery of the Order to the Courier, it will be set automatically at 24 hours if the Order is placed during Working Hours, respectively 48 hours if the Order is placed outside Working Hours

16.5. All changes to the Order by the Seller will be made only with the Client’s consent and by immediately making such changes on the Foyzo Marketplace Platform. If the changes to the Order are made externally of the Foyzo Marketplace Platform, the Seller undertakes to immediately send to Foyzo all the changes made. Foyzo reserves the right, but does not have the obligation, to verify the accuracy of the statuses and the changes made by the Seller, including, without limitation by spot-checking amongst the Clients. The Seller is the only one that can be liable towards the Clients, third parties and Foyzo for the prejudices brought in case of changes made to the Order without the Client’s consent and/ or without immediately making such changes on the Foyzo Marketplace Platform and/ or the immediate notification of Foyzo.

16.6. The Seller undertakes to issue the fiscal documents by complying with the Order’s price posted on the Foyzo Platform at the date the Order is placed. In case of price differences due to an error of the Seller, it undertakes to bear the expenses resulting from such an error. The reverse of the tax documents after 60 days from their issuance, shall not be possible.
PRICE OF PRODUCTS

16.7. The price of the Products posted by the Seller on the Foyzo Platform must include all legal charges so that the Clients be correctly and completely informed on the cost of the Products, also mentioning the value of the VAT and, as the case may be, the green tax and other taxes and fees related to the Product, Foyzo not being held liable for the setting, collection or payment of any charge or tax related to Seller’s Products traded through the Foyzo Platform.

PAYMENT METHODS FOR CUSTOMER ORDERS

16.8. The payment methods for the Orders which must be made available to the Clients are the following: Cash on Delivery (cash or bank card to the courier), upon receipt of the package, online, by bank card, by bank transfer (PO) in Seller’s account indicated by the Seller and communicated to Foyzo in this regard, Foyzo Gift Cards, as well as by any other methods made available on the Foyzo Platform for the payment of Products.
SPECIFIC RULES FOR ONLINE PAYMENT

16.9. For on-line payments with bank card made by the Clients, the Seller expressly authorizes Foyzo to accept and process payment with on-line cards on Foyzo Platform, in the name and on behalf of the Seller.

16.10. Foyzo will investigate the accuracy of the information provided by Clients and will bear the risk of bank card fraud by Clients only within the limits and under the conditions imposed by the Regulations.

16.11. Foyzo will not be responsible for verifying the capacity and legality of the purchases made by the Clients.

16.12. Payment made on-line by bank card by the Clients for the Products ordered on the Foyzo Platform will be made into Foyzo’s account, and Foyzo will collect the price for the orders on behalf of the Seller. Foyzo will transfer to the Seller the amounts related the Products purchased with an on-line card in the Reference Period retaining the Fee related to Products, in accordance with the provisions of Chapter 4 Fee. Payment methods, as well as any other amounts that may be withheld under the Terms and Conditions or the Regulations.

16.13. Foyzo will be able to make available to the interested financial-banking institutions and to the investigation bodies information useful for the identification of the Seller and of the orders suspected of being fraudulent, made on the Foyzo Platform for the Seller’s Products.
SPECIFIC RULES IN CASE OF REIMBURSEMENT

16.14. TheCash on Deliverey payments (made in cash or bank card to the courier), will be transferred by the courier to Foyzo. The Seller expressly empowers Foyzo to collect the countervalue of the Products from the Client, in the name and on behalf of the Seller. In this sense, the Seller will inform the courier that will deliver the Products and will contractually stipulate that the collection of the payments made in cash will be made by Foyzo.

16.15. Foyzo will transfer the Seller the amounts related to the payment of the Products purchased by online bank card in the Refference Period by withholding the Fee related to the Products, in accordance with the povisions of Chapter 4. Fee. Payment method, the counte rvalue of the Foyzo Gift Cards issued according to art. 17.5 below, any other amounts that can be withheld based on the Terms and Conditions or the Regulations (including the countervalue of the Foyzo Gift Cards used for the returned orders) and, if the case may be, the amounts paid by Foyzo to the courier in the conditions of art. 4.15 of Appendix Terms and Conditions.
16.16. Foyzo can decide to offer a discount to the Fee established in the Terms and Conditions, based on an algorithm that is to be previously communicated to the Seller, to the contact information in the Seller’s account.
SPECIFIC RULES FOR PAYMENTS VIA Foyzo GIFT CARDS
16.17. In case of payments made through the use of Foyzo Gift Cards, the Seller will provide Foyzo with any information on the fiscal identification data necessary for drawing up the documents according to the legal provisions (e.g. VAT registration code, name, legal form, registered office, registration number with the trade register, sole registration code), the contact information (correspondence address and electronic address) as well as any changes, as soon as they are made, so that Foyzo may issue the documents according to the proper information.
16.18. The documents will be issued based on a report sent by Foyzo to the Seller, according to the provisions of Chapter 4 Fee. Payment Methods and will be sent to the Seller through the Foyzo Marketplace Platform. The provisions regarding the Reference Period and Payment Date shall be applied accordingly.
16.19. For the Returned Orders for which Foyzo Gift Cards have been used, Foyzo will reimburse the Clients the value of the used Foyzo Gift Card or will reissue Foyzo Gift Cards with a value equal with the one used by the Client. In case the Seller has already been transferred the corresponding amounts for the returned Products the Seller undertakes to reimburse the Clients the value of the returned Products. Foyzo will compensate the value of the Foyzo Gift Cards used by the Clients to pay for the Products in the Reference Period with the value of the Fee related to the Products or, if such a compensation is not possible, Foyzo will pay the value of the Foyzo Gift Cards, according to the Terms and Conditions.

16.20. The seller undertakes to use the delivery methods available to sellers in the Foyzo Marketplace Platform. The home delivery of the products by courier is the Seller’s exclusive responsibility. In case of orders for which the Client has opt in for home delivery by courier, the Seller undertakes to ensure the delivery of the Products ordered to the Clients according to the Foyzo Platform standards and Clients’ requests, to the address provided by the Clients, by means of a well-known courier that can ensure the full compliance with Foyzo network system. Also, in case of home deliveries by courier, the Seller will provide the Client with “Open the package upon delivery” option.

16.21. In case of home deliveries by courier, the Seller undertakes to comply with the delivery terms uploaded in the Foyzo Marketplace Platform as well as with the delivery location provided in the Client’s Order. In case of deliveries via lockers, the Seller undertakes to comply with the terms of delivery of the parcels to the courier mentioned in the Foyzo Marketplace Patforma . Any change in the of delivery of the packages and / or of the delivery terms must be communicated to and agreed together with Foyzo through any written means that prevail over the ones agreed in Part I of the Performance Indicators Appendix and Rules of Conduct.
16.22. Any complaint received from the Clients and third parties referring to the Orders, within Working Hours must be solved by the Seller in the same working day. Complaints received outside Working Hour will be solved the next Working Day.
16.23. The Seller will ensure the proper filling in, for each Order, of all Transport documents provided in the Foyzo Platform and will attach them to the Products ordered, regardless of the delivery method.
16.24. In case of home deliveries in areas considered as being located in extra network, the Seller has the possibility to apply an additional fee. An area is considered as being located in extra network when the delivery address is part of the list of extra network areas for at least 3 (three) of the courier companies registered in the Foyzo Marketplace platform.
16.25. In case of deliveries via locker, Foyzo undertakes to ensure the delivery to the Clients of the Products related to the Orders, according to the standards of Foyzo Platform and to the Clients requests, to the locker indicated by the Client, through a reputable courier which cand ensure the full intergration with the Foyzo system network. Foyzo undertakes to respect the delivery terms uploaded in the Foyzo Platform as well as the delivery place indicated in the Order of the Client.

17. CANCELLATION OF ORDERS, RIGHT OF WITHDRAWAL AND RETURN OF THE PRODUCTS

17.1. Orders can be cancelled:

1. by the Client
2. by Foyzo at the Client’s request, expressed before the shipment/ delivery, case in which the Seller will immediately update the status of the Order on the Foyzo Platform;
3. by the Seller for various reasons, that prevent the delivery of the Products in the quantity and terms set;

17.2. Excep for the situations in which the product was no longer in stock (the Client was informed by the Seller that the product is no longer in stock and canceled the order because he could not wait or did not want to replace the product), the Client is not happy with the delivery time, the Seller requested the Client to cancel the order, the Orders cancelled by the Clients or by Foyzo at the Clients’ requests are not imputable to Foyzo or the Seller.

17.3. The Client can exercise its right to withdraw from the remote contract in the terms and conditions mention in the Regulations in place. In case of using the right of withdrawal related to Products that were not delivered with a courier with AWB generated from the Marketplace Platform, the term of using the right will be calculated starting with the sixth day since finalizing the order.

17.4. The Seller will immediately inform Foyzo of the receipt from the Client of any Product returned according to the Regulations; otherwise, Foyzo has the right to withhold the related Fee.

17.5. The Seller agrees that if the Client exercises the right of withdrawal, the Client can opt for the reimbursement of the amounts related to the Products in cash or Foyzo Gift Cards. If there are Clients that opt for the reimbursement of the amounts related to the Returned Products in the form of Foyzo Gift Cards, Foyzo will issue the Foyzo Gift Cards and send the Seller the voucher settlement corresponding to the issued Foyzo Gift Cards in the Reference Period for the Products for which the right of withdrawal has been exercised.

17.6. In case the Client exercises his right of withdrawal from the remote contract or registers a return request of the Products, irespective of the reason, Foyzo reserves the right to block the amounts related to the Products for which the right of withdrawal has been exercised or requests for cancelation have been registered, until the settlement of the request for which the request of withdrawal has been exercised or, as the case may be, the return request by complying with the Regulations in force, irrespective of the settlement method.

17.7. In case the Clients exercise their right of withdrawal according to the Regulations, Foyzo will reimburse the Client the amounts related to the returned Products, in the return term set in the applicabile Regulations or other shorter term (established by Foyzo to support the customer), following to recover such amounts from the Seller by withholding such amounts from the amounts collected by Foyzo in the name of the Seller. In this case, the Parties declare that the provisions of the legal subrogation are not applicable.

17.8. If the products returned by the customer do not comply with the return conditions provided by the regulations in force (such as but not limited to: the Product (s) have not been returned, an empty packaging has been sent, parts/accessories are missing, the sent Product is completely damaged, a Product other than the one ordered has been sent, etc.), and Foyzo has ordered the reimbursement of the amounts paid by the customer before the expiry of the return period established by the applicable regulations, the Seller will inform Foyzo about this situation through Messaging within 5 working days from the date on which the Products were received from couriers (respectively the Return appears on Foyzo Marketplace platform with the received status) and it will indicate any damage it believes it has suffered.
For all situations in which the Products returned do not comply with the return conditions mentioned above and Foyzo has ordered the return of the amounts paid by the Customer before the expiry of the return period established by the applicable Regulations, the Seller will send Foyzo enlightening evidence about the condition of the Product in question (e.g. photos and/or video footage of it, other documents).
In all cases where the Seller considers that a compliance fee of more than 20% of the value of the returned goods should be withheld, the Seller must provide proof of this withholding and be able to provide Foyzo with the necessary evidence, if requested.

For Products that require service support before they are put on sale again, the Seller will send Foyzo the service quote through Messaging.
Based on the information received from the Seller, Foyzo will issue a “Notice of compensation” which is intended to establish the amount related to the Product (s) that do not comply with the return conditions, and based on this, Foyzo will create the compensation accounting document and refund the seller the value of the damages suffered. The amount returned may not exceed in any way the amount initially paid by the Customer for the Product subject to return.
The provisions of this article and Article 17.9 shall enter into force from a date to be subsequently announced by Foyzo, by sending a prior notice.

17.9. Foyzo reserves the right not to compensate the Seller with the amount related to the Product (s) of which it has been notified that it does not comply with the conditions of return if there is evidence that the Seller is trying to defraud the system implemented by Foyzo on compensation, with the aim of obtaining unpaid amounts or enriching himself without just cause.

17.10. In the case of a Return request that cannot be included in the cases of exercising the right of withdrawal according to the Regulations and that should have been solved by reimbursing the amounts related to the returned Products or by replacing the product and the Seller did not solve the requests within the legal term or a reasonable term for the Client, Foyzo is entitled to reimburse the Client, such amounts following to be from the Seller by withholding such amounts from the amounts collected by Foyzo in the name and on behalf of the Seller. If such amounts are to be withheld by Foyzo, Foyzo will inform the Seller on the amount withheld, art. 4.9 of the Terms and Conditions being applied accordingly.

17.11. If, without being Foyzo’s fault, the Client returns the Products due to the non-compliance between the Ordered Products and the delivered Products and/or if the Client notifies either Foyzo or the Seller on such situation, the Seller will be liable for the prejudices brought and undertakes to deliver the proper Order to the Client according to the latter’s requests, on Seller’s risks and expense. Should the Client inform Foyzo and the Seller does not deliver the proper Order within 14 days from the registration of the Return request by the Client, Foyzo has the right to reimburse to the Client the value of the returned Products, following to recover the corresponding amounts from Seller by withholding such amounts from the amounts collected by Foyzo in the name and on behalf of the Seller. If such amounts are to be withheld, Foyzo will inform the Seller on the amount that had been withheld.

18. WARRANTY AND SERVICE.

18.1. Each Product will benefit from a warranty according to the effective Regulations applicable to those Products. The Client will be informed on the warranty terms prior to purchasing the Product, the Seller having the obligation to provide the Client, together with the Product, the Certificate of Warranty, if compulsory by the effective Regulations.

18.2. Seller’s responsibility as to the warranty refers both to the repair and the replacement of the product, as well as to any possible losses of the Client, of any third party or of Foyzo, occurred related to the non-conformity of the Products delivered by the Seller, under the terms and conditions provided by the applicable Regulations.

18.3. Should the Seller fail to comply with any of the obligations referring to warranty and service within the terms provided in the Regulations, Foyzo will have the right to take any measure it considers necessary so that Clients’ rights are complied with, according to the Regulations, any amounts paid by Foyzo under such circumstances being recovered by withholding such amounts from the amounts collected by Foyzo in the name of the Seller. In case such amounts shall be withheld, Foyzo will inform the Seller regarding the amount witheld, art. 4.6 of the Terms and Conditions applying accordingly..

18.4. The Seller will be the only one liable regarding the relationship with the Client for complying with the Regulations concerning:

1. the terms for settling a service event and the applicable measures;
2. the replacement of the Products found to be deficient at the date of the sale (DOA) or returned by the Client as defective;
3. the term of the legal guarantee of compliance including when the guarantee period starts, is suspended, extended or if the Products have lost their warranty;
4. remedy operations.

19. CHARGES

19.1. Except for the situations provided by the Regulations, the Seller is the only one liable for respecting the Regulations applicable to VAT, as well as for the collection, declaring and paying all the taxes and fees for the activities performed through the Foyzo Platform.

20. MISCELLANEOUS

20.1. The Terms and Conditions (including all the appendixes thereto) form the entire understanding between the parties as to the object of these Terms and Conditions that replace and cancel all prior consents, representations and understandings between the Parties related to the object thereof. The Terms and Conditions are completed with the information and recommendations made available to sellers on the Foyzo Marketplace Platform, Legal Requirements and Rules of Good Practice section of Foyzo Academy as well as on the Account Health Manual which are mandatory.
MODIFICATION / COMPLETION OF TERMS AND CONDITIONS

20.2. Any amendment or addition to the Terms and Conditions shall be done in writing (including electronically), according to the provisions of the present article. Foyzo has the right to amend, at any time, any of the terms included in the Terms and Conditions (including in all the appendixes thereto).
The amendments will be made available to the Seller in its account from Marketplace Platform at least 15 (fifteen) calendar days prior to becoming effective
Modification or completion of the Terms and Conditions may occur without notice of 15 (fifteen) days if:
a. is imposed as a result of a legal or regulatory obligation incumbent on Foyzo under the Regulations.

b. represents a wording change that does not change the content or meaning of the Terms and Conditions.
If the Seller will continue to use the Foyzo Platform, upon expiration of the term it will be considered that it has accepted the respective changes. Updated versions of any of the documents that are part of the Terms and Conditions will prevail.

20.3. If the latter does not agree with the proposed amendments, before the expiration of the period mentioned in the notice of change of the Terms and Conditions, the Seller can unilaterally terminate the Terms and Conditions according to the provisions of Chapter 8. Duration and Termination. The notification of denunciation shall take effect within 15 (fifteen) days of its transmission.
20.4. The documents that form the Terms and Conditions (including all subsequent appendices and addendums) will be availble in the account of the Seller on the Foyzo Marketplace Platform after acceptance in a way that allows the Seller to have acces and save their content at any time.

20.5. If any provision of the Terms and Conditions is or becomes illegitimate, void, null, inapplicable, or unenforceable according to the Regulations or to a decision of a court of law, the legal character, validity and applicability or enforceability of the remaining provisions of the Terms and Conditions in their entirety will not be impaired.

20.6. The Parties agree that the non-fulfilment of any of the obligations provided in the Terms and Conditions will result into the notice of default of the non-fulfilling Party.

20.7. The Parties agree that they will not make any statements for the press and/or any other public statements that affects the other Party’s image.

20.8. Any public statement of either Party related to the partnership object of the Terms and Conditions will be previously approved by the other Parties, except for the marketing and communication activities carried out by Foyzo having as purpose the promotion of Foyzo Platform and/or of the Products and/or services traded through it.

20.9. The present version of the Terms and Conditions shall enter into force from the date of the express or implicit acceptance by the Seller.

APPENDIX TERMS AND CONDITIONS

The Terms and Conditions (including the Appendix Terms and Conditions, Commercial Appendix, Performance Indicators Appendix and Rules of conduct, Appendix Regarding Personal Data Protection as well as any other appendix) represent the entire contractual relationship between Foyzo and the Seller with respect to the presentation and sale of the Products by the Seller through the Foyzo Platform.

1.      REFERENCE PERIOD

1.1. The reference period, representing the timeframe that will be considered when selecting eligible Orders for the Fee calculation, is half-monthly.

1.2. The half-monthly reference period refers to:

• 1^st– 15^thof the current calendar month: “Payment Date” on the 18^th – 20^th of the current calendar month or on the Business Day following the 20^th, if such date is a Non-Business Day.
• 16^th– end of the current calendar month (as the case may be 28^th(29^th), 30^th or 31^st): “Payment Date” on the 3^rd – 5^th of the next month or on the Business Day following this day, if such date is a Non-Business Day.

2.      CLIENTS COMPLAINTS/ CLAIMS SETTLEMENT. SANCTIONS APPLIED BY Foyzo

2.1. The Seller will grant Foyzo the required support in order to provide the Clients with accurate and complete information regarding Products and Orders and will respond to Foyzo’s requests (including Clients’ requests received through Foyzo) or to the Clients’ direct requests with respect to each Order and/ or Product. If, the Seller fails to respond to Foyzo’s/Clients’ requests in the term specified in art. 16.22 in Terms & Conditions, Foyzo may provide the Clients with a response that will become binding upon the Seller.

2.2. The Seller is held liable for all of its obligations towards the Clients and also upon the termination of the contractual relationship with Foyzo based on the Terms and Conditions. If the Seller fails to fulfil such obligations, Foyzo reserves the right to cover the damages incurred by the Clients, in which case the Seller undertakes to pay the amounts paid by Foyzo to the Clients, as well as any expenses/costs incurred by Foyzo in relation thereto within 5 (five) days as of the issuance of the invoice by Foyzo.

2.3. If the information provided to the Client by the Seller through the Foyzo Platform is incorrect, the Client is entitled to claim the execution of the Order according to the information provided on the Foyzo Platform or may cancel the Order placed and ask for the return of the money; Foyzo may not be held liable for such circumstances, unless such incorrect information is the result of Foyzo’s fault. In the event of any such circumstances (save for Foyzo’s fault), the Seller undertakes to execute the Order according to the Client’s request and to incur any damages caused to the Client and/or Foyzo.

2.4. The Seller will be liable for any potential damages incurred by Foyzo (including fines, damages claimed by Clients and incurred by Foyzo) as a result of the quality of the delivered Products and/or of the sale of the Products in breach of the legal terms and be exclusively liable, without the involvement of Foyzo, for any dispute and the consequences thereof that may arise with respect to the Clients and/or the ordered Products, save for the cases which involve in any way Foyzo’s exclusive fault. In this respect, the Seller is also liable for the manufacturers/suppliers of the Products.

2.5. Except in the case of its own fault, Foyzo is exempted from any liability as concerns the complaints made by Clients in relation to the ordered Products. If, although the latter is not liable for the circumstances which gave rise to the complaint, however, due to the applicable legal provisions, Foyzo is under the obligation to respond to Clients’ complaints and/or the requests of the relevant competent institutions, such complaints will be immediately notified by Foyzo, and the Seller must provide Foyzo, within 2 (two) business days as of the receipt of said complaints, with all information regarding the Products subject to said complaints, if such information is required to settle the complaints, and, if the competent control bodies impose a time-limit, within such time-limit imposed by the control bodies. The Seller’s unreasonable refusal to provide Foyzo with the documents and/or information requested or the absence of a response from the Seller within the aforementioned time limit entitles Foyzo to take any actions deemed necessary for settling the complaints in question, the Seller being obligated to fully cover any sanctions/ prejudices/ damages and other costs thus incurred by Foyzo.

2.6. The potential complaints raised by a Client with Foyzo regarding the quality of the repairs performed, the way in which such repairs were performed or the time of settlement will be communicated to the Seller. If the complaints cause damages to Foyzo, in terms of both patrimony and public position and image, Foyzo reserves the right to terminate the agreement by unilateral termination, with the payment of damages.

2.7. If a Product is not made compliant within the statutory time-limit or such bringing into conformity is not performed accordingly, Foyzo is entitled to pay the counter value of the Product to the Client, and, thereupon, the Seller will pay the counter value of the Product to Foyzo within no more than 5 (five) days as of the receipt of the invoice from Foyzo (otherwise, Foyzo is entitled to deduct such amount from the Fee related to the month following that in which the counter value of the Product was invoiced).

2.8. If the value collected by the Seller from the Client for a Completed Order is higher than the value of the Order as placed in the Foyzo Platform, Foyzo will be able to return to the Client the difference from the amounts collected by Foyzo from the Clients on behalf of the Seller, the Seller following to be informed of this withholding through the Payment Detailed Report.
2.9. In the event of justified suspicions regarding the quality, the conformity and/or authenticity of the Products trade by Seller on Foyzo platform, the Seller understands and accepts that Foyzo will have the right to place orders in order to verify the quality, the conformity and/or authenticity of the Products, as well as to carry out the necessary verifications in order to identify the belonging to a distribution system or the legitimacy of the source of origin and to apply the necessary measures, in accordance with internal policies, in case of non-conformities or deviations from the analysed distribution system.

3.      THE EXERCISE AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS

3.1. The Seller grants Foyzo, as of the acceptance of the Terms and Conditions, during the performance of the contractual relationship based on the Terms and Conditions, but also upon the termination of such contractual relationship due to any reasons, for an unlimited period of time, a territorially unrestricted non-exclusive free license to use, reproduce, display, create derivative works or otherwise use the trade name, registered trademarks and any content delivered by the Seller on the Foyzo Platform (information, photographs etc.). for which it guarantees that it owns the property rights or authorization for use and that it can transmit them to Foyzo, under the terms and the consequences provided in art. 6.1. of the Terms and Conditions. Foyzo may resize the trademarks, drawings or other graphic configurations of the Seller’s intellectual property rights, to the extent necessary for displaying purposes, as long as the relative proportions are preserved (on a different scale). The Seller expressly agrees that all photographs, information related to the Products, as well as any potential advertising materials developed and/or uploaded in the Foyzo Platform and Foyzo Marketplace Platform, in relation to the Products, may be used by Foyzo, without any restrictions, including after the termination of the contractual relationship.
3.2. The Seller grants Foyzo, from the date of acceptance of the Terms and Conditions, during the contractual relationship based on the Terms and Conditions, but also after the termination of these contractual relations for any reason, unlimited in time the right to use the trade name, trademarks, without limiting ourselves to these, within the online promotion services, SEO campaigns.

3.3. The Seller will inform Foyzo of any counterfeiting or impairment in any way of Foyzo’s industrial and / or intellectual property rights or of any third party’s regarding unfair competition from the third parties that has come to its notice during the course of the contractual relationships based on the Terms and Conditions. The Seller will not act to defend the industrial and intellectual property rights of Foyzo except on its behalf and only with the express, prior written consent of Foyzo. If Foyzo decides to initiate a counterfeit action or to terminate acts that it considers to be acts of unfair competition, the Seller will be able to cooperate with Foyzo in the context of the above-mentioned action.

4.      SPECIFIC PROVISIONS ON PENALTIES AND INDEMNITIES

4.1. The Seller, at its own expense, will be directly and exclusively liable for the quality and content as well as for holding the rights of use in one of the applicable manners, as per Art. 6.1. of the Terms and Conditions, on the information, materials and images (including photographs) provided and displayed for each and every Product, for the acquisition, promotion, presentation, distribution, sale of the Products in its offer and for the issuance of fiscal documents / timely invoicing of Product sales, as well as for any services accompanying the Products, including after-sale services. In the event that the Client purchases a product from the Seller, the latter expressly authorizes Foyzo to send all information regarding the status of the Order, the Seller being solely responsible for the correctness of that information.

4.2. In case of Diversion of Orders and/or Clients, the Seller undertakes to pay compensation in amount of 10,000 Euro/ identified event, following the ascertaining by a court of law/court of arbitration of the Diversion of Orders and/or Clients by the Seller made directly or by its employees or collaborators.

4.3. If an obligation set out in the Appendix Regarding Personal Data Protection is breached, the Seller undertakes to pay compensation according to the details mentioned within this Appendix.

4.4. In case of the breach of the obligation stipulated in paragraph A let. a Part II Performance Indicator Appendix and Rules of Conduct, Foyzo will have the right to apply a 30% penalty on the sales made by the Seller on the Foyzo Platform in the last 6 months in the category of Products that was object of the complaint, withdrawal of access in the category in which the Products were marketed and / or termination, depending on the severity.

4.5. In case of breach of the obligation noted in paragraph A, let b from Part II Performance Indicator Appendix and Rules of Conduct, Foyzo will have the right to apply a 30% penalty on the sales made by the Seller on the Foyzo Platform in the last 6 months in the Products category that are in scope of the complaint, withdrawal of access in the category in which the Products were marketed and / or termination, depending on the severity. Also, the Seller will bear any costs incurred by Foyzo as a result of carrying out the verifications according to art. 2.9 which confirm the breach of the obligation provided in point A. letter b of Part II – Annex Performance Indicators and Rules of Conduct.

4.6. In case of the breach of the obligation to not encourage, place, pay for false reviews to other sellers without an objective justification stipulated in point 1.1. let. p from Part III of Performance Indicator Appendix and Rules of Conduct, Foyzo will have the right to apply a 30% penalty on the sales made by the Seller on the Foyzo Platform in the last 6 months.

4.7. In case of breach of the obligation to not place false orders to other sellers stipulated in point 1.1 let. o) and/or u) from Part III of Performance Indicator Appendix and Rules of Conduct and/or of the obligation not to file or encourage ungrounded notifications as regards possible infringements by other sellers of intellectual property rights stipulated in point 1.1 let. w) and/or u) from Part III of Performance Indicator Appendix and Rules of Conduct, Foyzo will have the right to apply a 40% penalty on the sales made by the Seller on the Foyzo Platform in the last 6 months and to terminate the Terms and Conditions in base of a written notification sent to the Seller, without any formality or the intervention of the court.

4.8. In case of the breach of the obligation to not encourage, place, pay for reviews to its own reviews stipulated in point 1.1 let. q from Part III of Performance Indicator Appendix and Rules of Conduct, Foyzo will have the right to apply a 30% penalty on the sales made by the Seller on the Foyzo Platform in the last 6 months.

4.9. In case of breach of obligations from art 6.4 from Terms and Conditions, Foyzo will have the right to apply a penalty of 40% from the sales of the Seller on the Foyzo Platform in the last 6 months.

4.10. In case of the breach of any of obligations stipulated in point B from PART II of Performance Indicators Appendix and Rules of conduct, Foyzo will the right to apply a 20% penalty on the sales made by the Seller on the Foyzo Platform in the last 6 months.

4.11. In case of breach of any obligation mentioned and point A. let d of Part II of Performance Indicators and Rules of Conduct, Foyzo will have the right to apply a 20% penalty from the sales of the seller on the Foyzo platform in the last 6 months. Also, the Seller will compensate the losses of the Clients and/or Foyzo and/or other sellers and/or other third-parties.

4.12. In case of breach of obligations from point E Part II of the Performance Indicator Appendix and Rules of Conduct, Foyzo will have the right to apply a 50.000 Euro penalty and to terminate the Terms and Conditions, based on a written notification sent to the seller, without any other formalities or court intervention.

4.13. The payment of any amount mentioned in art. 4.2 – 4.12 from above, 4.16 and 4.17 from below will be done as soon as possible, at first request under the action of a penalty interest of 0.05% from the amount for each day delayed, after the first 5 (five) working days. The parties agree that applying the penalty interests will be done automatically, without needing to prove the existence of a prejudice caused by not paying in the above mentioned term.

4.14. In case the seller does not comply with the payment obligation according to the Terms and Conditions, he will be forced to pay penalties of 0,05% per day of delay that will apply to the due unpaid total.

4.15. In case that in the mentioned situation in art. 16.14 from Terms and Conditions the courier will inform Foyzo regarding the fact that the seller has a payment delay of the amounts due to the courier for the rendered services, linked to Product delivery after informing the Seller, Foyzo will be able to pay the courier the due amount of the Seller, and after that being able to retain the amount from the total of the product value.

4.16. In case of breach of the obligations provided in Part III of Annex Performance Indicators and Rules of Conduct, which are not mentioned above, Foyzo will have the right to apply a penalty of 10% from the sales of the seller on the Foyzo platform in the last 6 months. Also, the Seller will compensate the losses of the Clients and/or Foyzo and/or other sellers.

4.17. In case of breach of the obligation noted in paragraph A, let g from Part II Performance Indicator Appendix and Rules of Conduct, Foyzo will have the right to apply a 40% penalty on the sales made by the Seller on the Foyzo Platform in the last 6 months, as well as withdrawal of access in the category in which the Products were marketed and / or termination, depending on the severity of the breach. Also, the Seller will compensate any other losses of the Clients and/or Foyzo and/or other sellers.
4.18. In case of suspicion of fraud, Foyzo reserves the right to suspend the payment of the Seller’s sales on the Foyzo platform until the suspicion is clarified.

5.      RESTRICTIVE MEASURES

General rules on restrictive measures that can be imposed on the Foyzo Platform.
5.1. The measures that Foyzo may take for justified reasons in case of non-compliance with the provisions of the Terms and Conditions or with the Regulations or with any legal obligations, including in the case of any illegal Content published on the Foyzo Platform by the Seller, Foyzo reserves the right to apply one or more restrictive measures, such as :

Product Blocking – the measure consisting in withdrawing the Product from the Foyzo Platform, its reactivation following to be done by Foyzo, in case of:

– The Seller violating the obligations under the Regulations and the Terms and Conditions regarding the marketing of the respective Product, including the obligations regarding the observance of the intellectual property rights and the obligation not to sell Prohibited Products found in the product categories mentioned in Foyzo Academy, section Legal Requirements and Rules of Good Practice, Foyzo following to inform the Seller about the measure taken. If the remediation is possible (obtaining the necessary approvals / authorizations, changing the description / name / specifications, uploading the necessary documents, etc.) the Product will be reactivated as soon as possible after the remediation;
– Existence of resolutions / orders / decisions / warnings issued by the public authorities, regarding the interdiction / restriction from the trading of the Product or of the different substances / ingredients / components of the Product; upon its choice, Foyzo may apply this measure also in case of verbal warnings;
– Existence of resolutions / orders / decisions / warnings issued by the public authorities, regarding the interdiction / restriction from the trading of the food Products and/or ecological food Products, following that Foyzo will immediately notify the Seller, in order to confirm the batches of products belonging to these categories, which it has in its possession; upon its choice, Foyzo may apply this measure also in case of verbal warnings;
– The breach of the obligations, by the Seller, regarding the shelf life of the food Products and/or ecological food Products traded by the Seller through Foyzo platform;

– Foyzo identifies Products that do not match the profile of Foyzo Platform and considers that they may harm Foyzo image;
– It is found that the Seller has made abusive changes to the name and / or description of the Products, which may cause other sellers to be prevented from operating on the Foyzo Platform under normal conditions. If possible the product will be reactivated as soon as possible, after repair.
– The information, materials and / or images (including photographs) do not comply or create the appearance that they do not comply with the conditions provided in the Annex Performance Indicators and Rules of Conduct, Foyzo following to inform the Seller about the measure taken. The reactivation of the Product / Products will be done as soon as possible after Foyzo finds that the Products, information, materials and / or images (including photos) uploaded to the Foyzo Platform comply with the conditions provided in the Annex Performance Indicators and Rules of Conduct;

– Foyzo receives complaints from Customers or third parties regarding the quality, Product conformity, correctness of the information presented, or any other form of illegal Content on the Foyzo Platform etc. and these are accompanied by supporting documents. If, following the verifications performed, it is found that there was no violation, the Product will be reactivated; if, after the Product Block, the infringement is repeated, with respect to the Product in question and / or with respect to other Products, depending on the gravity of the infringement, Foyzo will have the possibility to withdraw the Seller’s access to the category of products in which they have violations or inactivate the Seller;

– Foyzo receives complaints from Clients or third parties, regarding quality, Product conformity, correctness of the information presented, the shelf life and / or integrity of food Products and / or organic food Products, etc. or any other form of illegal Content on the Foyzo Platform and these are accompanied by supporting documents; if, after the Product Blockage, the infringement is repeated, with regard to the Product in question and / or with regard to other food Products and / or organic food Products, depending on the gravity of the infringement, Foyzo will have the possibility to withdraw the Seller’s access to all product categories in which the Seller trades food Products and / or organic food Products or to inactivate the Seller.

– Foyzo receives complaints from Clients or third parties, regarding the significantly different characteristics and composition of a Product traded on Foyzo Platform, compared to an identical product traded on another member state of the European Union, in case there are not legitimate and objective factors to justify the differences (such as, but not limited to, composition, availability, seasonal nature of raw materials, the right of the seller to offer goods of the same brand in packaging with a different weight and volume in different geographical markets) and the Client was not corectly informerd, and the complaints are accompanied by supporting documents. If, following the verifications performed, it is found that there was no violation, the Product will be reactivated; if, after the Product Block, the infringement is repeated, with respect to the Product in question and / or with respect to other Products, depending on the gravity of the infringement, Foyzo will have the possibility to withdraw the Seller’s access to the category of products in which they have violations or inactivate the Seller;
– The Product receives within 30 days, several negative reviews from Clients, being affected the Note obtained by Seller to the Foyzo questionnaire that monitors Customer Satisfaction (Seller Rating). The Seller is informed of the possible negative impact of the low Seller Rating. The blocking and, subsequently, the reactivation of the Product is made only at the request of the Seller;

– There is an overlap of more than 30% between the Seller’s Products and the products of another seller or between the Seller’s Products which recorded at least one sale and the products of another seller which recorded at least one sale who has the same administrator or at least a common shareholder, spouse or up to an including second degree relative with the administrator or one of the Seller’s shareholders and there are suspicions of fraud regarding the two accounts in connection with overlapping products. In this case, the products of the seller who was last listed on the Marketplace Platform and for which there is overlap and suspicions of fraud will be blocked. If, after Blocking the products and informing the sellers about the measure, this activity is repeated, at the third violation, Foyzo will have the possibility to Inactivate the seller that was last listed on the Marketplace Platform due to illegal behavior and fraud;
– The Seller does not observe the provisions of Fair-Commercial Practices Policy Appendix;
– The Seller does not comply with the rules regarding the prices recommended by the manufacturer (PRP). If remediation is possible (correction of PRP, transmission of required evidence, etc.), the Product will be reactivated as soon as possible after remediation. If, after Blocking the Product and informing the Seller about the measure, this activity is repeated, depending on the gravity of the violation, Foyzo will have the possibility to deactivate the possibility of the Seller to load the PRP, to withdraw the Seller’s access in the category in which violations have occurred or to Inactivate the Seller.

Product Inactivation – the measure consisting in the withdrawal of the Product from the Foyzo Platform, its reactivation being able to be done both by Foyzo and by Seller, under certain conditions, in case that:

– There are significant price changes (mote then 30%, both in terms of reduction and increase) with the potential to be incorrect and to cause damage to the Seller, taking into account the Seller’s price history regarding the respective, the price of the product to which the Seller associates its offer, the average prices in the category to which it belongs, the successive price changes in a short interval.The reactivation of the Product will be done as soon as the Seller confirms the correctness of the price.
– The product has a high rate of return caused, in particular, by the discrepancy between the description and the Product or qualitative problems of the Product. The return rate is calculated at category level and according to the price level of the product and represents the ratio between the number of pieces returned and the total of those sold, in a period of 30 days. Depending on the rate of return, the product is classified as Good, Needs Improvement, Very Weak, Will Be Suspended, Suspended, the information being available in the Seller’s account. If a Product reaches Suspended status, it will be reactivated only after repair (correcting the description that generated the returns, updating the stock with a new batch, without problems, etc.);
– The maximum processing capacity (maximum number of orders that can be completed in a day) declared is close to 90%. Depending on the orders received and their completion deadlines (calculated based on the Selller’s declared Working Hours and processing time), it will be calculated how many orders the Seller has to process each day, and when the capacity reaches 90%, the Seller will be informed that, from the existing data, it may no longer have the ability to process orders, so that delivery times to be met. At the request of the Seller, the Products will be inactivated, until the maximum processing capacity is adapted;
– The stock information has not been updated in the last 7 calendar days, in order to reduce the incidence of Orders cancelled by Seller, until the information is updated. The reactivation will be done immediately after the stock update;
– Notwithstanding Article 4.5 above, the existence of justified suspicions regarding the quality, genuine nature, conformity of the Product sold by Seller, confirmed by the evaluation report of the manufacturer / intellectual property rights owner, made after placing by / on behalf of the manufacturer / intellectual property rights owner an order to Seller, or confirmed by the report received from an authorized service, made after placing an order by/in name of Foyzo to Seller, attesting that the Product in question is counterfeit or is a product of the type refurbished / second-hand, Foyzo will inform the Seller in this regard, as soon as possible and depending on the seriousness of the violation, will be able to terminate the Terms and Conditions, by sending a notification, without any other formality or the intervention of the court;

5.2. The measures that Foyzo can take regarding the Sellers who sell Products on the Foyzo Platform if the operating rules of the Foyzo Platform, the Terms and Conditions or Regulations are not observed are:

Temporary Suspension – a measure that can be taken by Foyzo for:

– Non-compliance with at least one of the performance indicators mentioned in Part I of the Annex Performance Indicators and Rules of Conduct. The Temporary Suspension will be made for a period of 30 days, during which the Seller must propose an improvement plan. The measure can be extended up to 90 days, if there is no improvement in the indicators. If even after the 90 days there is no improvement, Foyzo will be able to terminate the Terms and Conditions by sending a notification, including the date from which the termination will take place, without any other formality or court intervention. From the date of sending the notification by Foyzo, the Seller will no longer have access to the Marketplace Platform. Based on the analyzes performed on the indicators that are not observed, it is possible that if at least four indicators included in the Health account calculation (according to the Account Health Manual available in the Marketplace Platform) are in Red status or at least 1 indicator is in Black status in the previous month, the Temporary Suspension to be made for a period of at least 7 days and the lifting of the measure to be done only after the promotion of the test made available in the Marketplace Platform. The test will be considered passed if the answers are 60% correct in the case of the first suspension and 80% in the case of the second suspension.
– The maximum processing capacity (maximum number of orders that can be completed in a day) declared is reached or exceeded. Depending on the orders received and their completion deadlines (calculated based on the Selller’s declared Working Hours and processing time), it will be calculated how many orders the Seller has to process each day, and when it reaches 100% capacity, The seller will be informed that, from the existing data, it may no longer have the ability to process orders, so that the delivery deadlines to be met. At the request of the Seller, it can be Temporarily Suspended, until the maximum processing capacity is adjusted.
– Impossibility to contact the contact data uploaded in the Marketplace Platform, despite repeated attempts by Foyzo. The Temporary Suspension will last until the Seller requests through the Messenger the lifting of the measure.
– Failure to update the information regarding the name, legal form, status, registered office, unique identification code, Trade Registry number, associates / shareholders, administrator, company status – VAT payer / non-payer status, trader/non-trader status etc. The Temporary Suspension will last until the Seller sends the updated documents and information through the Messenger. Foyzo will have the possibility to proceed, to perform periodic checks, in the database of the National Agency for Fiscal Administration, in order to verify the accuracy of the information provided by Seller, and in case of noticing of contradictions regarding the status of VAT payer of the Seller, will send a notification to to the Seller, offering him a term of remedy of 5 working days. If the Seller does not remedy the inconsistency of the information in question, within the indicated term, it will be Temporarily Suspended, until the date of clarification / remedy of the situation and transmission to Foyzo of the documents proving in this respect.

– Existence of suspicions of fraud (such as, but not limited to, the use or presentation of false, incorrect or incomplete information or documents, which could have the effect of harming Clients or Foyzo; failure to disclose information with the same effect; lack of intention to honor Orders placed by Clients whose payment has been made, the use of deceptive practices, in particular regarding the availability of certain Products on the Foyzo Marketplace, in order to harm Clients or Foyzo) or of non-compliance with the Regulations. Foyzo will make the necessary verifications as soon as possible, depending on the complexity of the situation and, in case of confirmation of these suspicions, will inform the Seller in this regard and will be able to terminate the Terms and Conditions by sending a notification, without any other formality or court intervention. From the date of sending the notification by Foyzo, the Seller will no longer have access to the Marketplace Platform.
– Existence of unpaid debts at maturity. The Temporary Suspension measure will last until the payment of all due debts or the acceptance of a rescheduling plan. If the rescheduling plan is not followed, the Temporary Suspension measure can be taken again.
– Notwithstanding Article 4.5 above, the existence of justified suspicions regarding the quality, genuine nature, conformity of the Products sold by Seller, confirmed by the evaluation report of the manufacturer / intellectual property rights owner, made after placing by / on behalf of the manufacturer / intellectual property rights owner an order to Seller, or confirmed by the report received from an authorized service, made after placing an order by/in name of Foyzo to Seller, attesting that the Products in question are counterfeit or are products of the type refurbished / second-hand, Foyzo, will inform the Seller in this regard, as soon as possible and depending on the seriousness of the violation, will be able to terminate the Terms and Conditions, by sending a notification, without any other formality or the intervention of the court. From the date of notification by Foyzo, the Seller will no longer have access to the Marketplace Platform.
– Failure to comply with the provisions of Fair-Commercial Practices Policy Appendix, as well as the obligations and / or statements regarding Ethical Conduct and the Management of Illicit Acts referred to in Annex 3.
– Providing Illegal Content on the Foyzo Platform
– Other cases expressly provided in the Terms and Conditions.
During the Temporary Suspension measure, Sellers will have limited access for a certain period in the Foyzo Platform, during which time the Seller has the possibility to process the Orders placed by the Customers until the date of suspension and the return requests registered by the Customers, but the Products are not active. in the Foyzo Platform and the Seller cannot receive Orders from Customers.

Seller Inactivation – a sanction that can intervene for:

– Deviation of at least 10% from the thresholds established for at least one of the performance indicators mentioned in Part I of the Annex Performance Indicators and Rules of Conduct.
– Repeated non-compliance with one or more performance indicators mentioned in Part I of the Annex Performance Indicators and Rules of Conduct.
– The appearance of a third case of Temporary Suspension within 12 consecutive months. Each case of Temporary Suspension prescribes within 12 months. The Seller which has been suspended due to non-compliance with one of the performance indicators mentioned in Part I of the Annex Performance Indicators and Rules of Conduct or the indicators included in the Health account calculation, has the possibility improve its indicators by accessing the Fulfilment by Foyzo even before the deadline of 12 months from the first suspension.
– The Seller does not observe the provisions of Fair-Commercial Practices Policy Appendix, as well as the obligations and/or statements regarding Ethical Conduct and the Management of Illicit Acts referred to in Annex 3.
– For completed Orders, the Seller charges to the Client’s account counterfeit fiscal invoices or other documents that do not correspond to the respective Order.

– Providing Illegal Content repeatedly on the Foyzo Platform
– Other cases expressly provided in the Terms and Conditions.

Starting with the date on which the sanction of Inactivation is applied, the Seller will have limited access to the Foyzo Marketplace Platform for a period of 30 days, during this interval having only the possibility to process the Orders placed by Customers before Inactivation and return requests registered by Customers, after the term of 30 days, the existing contractual relations between Foyzo and Seller based on these Terms and Conditions will cease under the Terms and Conditions.

SPECIFIC PROVISIONS FOR CONTROL ACTIONS/NOTIFICATIONS OF AUTHORITIES

5.3. Foyzo may order the Product/Product Blocking measure and/or the Temporary Suspension measure The Seller immediately and without giving any prior warning in the situation that is notified by an Authority (for example, ANPC) on irregularities identified in the activity of the Seller.
In this situation, the duration of the measure will be determined according to the measure imposed and/or notified by the Authority and will be communicated to the Seller.

5.4. In addition to the above restrictive measures, Foyzo may suspend the processing of complaints, complaints or complaints submitted by the Seller through the Foyzo Platform if it frequently submits complaints, complaints or complaints which are manifestly unfounded or excessive, in particular because of their repetitive character.

5.5. Restrictive measures adopted by Foyzo may vary on a case-by-case basis, adapting each situation to its specific specificities. The restrictive measures will be proportionate and take into account all relevant facts and circumstances resulting from the information available to Foyzo including:
A) the seriousness of the infringement, the nature of the Illegal Content and its consequences;
B)the absolute number of elements of illegal Content or manifestly unfounded notifications or complaints, transmitted over a given timeframe and the relative proportion of that number in relation to the total number of information provided or notifications transmitted over a given time period;
C)where it can be identified, the intention of the person who committed the infringement.

5.6. For the detection of violations, Foyzo may use automated software or technology or checks may be performed by a person manually. In any case, the decision on the violation and/or application of a restrictive measure is taken by a person.

DECISION TO APPLY A RESTRICTIVE MEASURE, NOTIFICATION AND EXPLANATORY STATEMENT

5.7. As a rule, restrictive measures will be taken with advance notice of the Seller over whom they refer. However, in exceptional circumstances, where the nature of the infringement so requires, the Foyzo may take restrictive measures without prior notice, by notifying the Seller immediately. Foyzo shall provide the Seller with a justification for that decision, in accordance with the regulations in force.
5.8. The decision will mention the right of the Seller to use the Internal Complaint Resolution System provided for in Article 13 of the Terms and Conditions to clarify the facts and circumstances that determined the restrictive measure, in order to restore conformity by the Seller, where possible. Complaints may be made no later than 6 months after the communication of the decision on the restrictive measure by Foyzo.
5.9. The above-mentioned information will not be provided and the provisions referred to in point 5.7 will not be applicable in the following cases:
A) Where the restrictive measure has been taken as a result of a notification received from a public authority or if the notification would result in a breach of a legal or imposed obligation by a competent authority in its charge.
B) Where there is an obligation not to disclose information arising from the Imperative Regulations or the need to ensure commercial secrecy, the safety of life, the health of persons or the State.
C) Where the provision by Foyzo would constitute an infringement or non-compliance with the Regulations or an order by an authority, that is, whether such provision of information would be likely to disrupt an investigation.

D) would constitute a breach or non-compliance with the Regulations or an order by an authority, that is to say, if such provision of information would be likely to disrupt an investigation.

5.10. Foyzo will not be held liable for any damages or non-achievement of projected revenues or for any other direct or indirect damages as a result of applying any of the measures provided in art. 5.1. and 5.2. above and also the right of Foyzo to terminate the contractual relations based on the Terms and Conditions will not be prejudiced.

PERFORMANCE INDICATORS APPENDIX AND RULES OF CONDUCT

The Terms and Conditions (including the Appendix Terms and Conditions, Commercial Appendix, Performance Indicators Appendix and Rules of Conduct, Appendix Regarding Personal Data Protection as well as any other appendix) represent the entire contractual relationship between Foyzo and the Seller with respect to the presentation and sale of the Products by the Seller through the Foyzo Platform.

        I.            PERFORMANCE INDICATORS

For the Products presented on the Foyzo Platform for sale to Clients, the Seller guarantees that:

1. Parcel tracking coverage, by AWB generatedon the Foyzo Marketplace Platform for home deliveries by courier (percentage of finalized orders from the total of Finalized Orders with AWB issued and handed over from the Foyzo Marketplace Platform) will be at least 98% within the current month (ongoing period) and for previous month (previous reference period).
2. Orders cancelled by the Sellerwill not exceed 2% from the total number of Orders exposed to the Seller (placed, finished) registered on the Foyzo Platform within the current month (ongoing period) and for previous month (previous reference period).
3. Seller Ratingis the score obtained by the Seller on Foyzo’s questionnaire that monitors Client satisfaction and must always be at least 3,5, within a calendar month. The value of Seller Rating is in the range of 1 to 5, with 1 decimal. The Clients receive a satisfaction questionnaire and can give grades from 1 to 5 for each seller from a completed Order, where 1 is the lowest evaluation and 5 the best. The calculation method for Seller Rating is the following: the arithmetic average of the grades from the last 30 days is calculated, and if during this period, the Seller did not register at least 20 questionnaires with answer, then Seller Rating is calculated as the arithmetic average of the last 20 grades received by Seller, but all less than 12 months old. If within 12 months, the Seller has less than 5 grades, Seller Rating will not be calculated.
4. Number of claimsreceived by the Seller from Clients (% of the orders that have at least one complaint, from the total number of units, related to the finished orders) will be 0 or less than 0,5% (depending on clusters) for the ongoing period (previous month) and for previous reference period (two months before).
5. Claims with incident(claims that have not been solved in the term set in art. 16.22 in Terms and Conditions) will be 0 or less than 4 (depending on clusters) for the ongoing period (previous month) and for previous reference period (two months ago).
6. Return incident rate(number of returns cancelled with incident, unprocessed by Seller) is the report between automatically finished requests by the system (unsolved in 14 calendar days from the registration) and the return requests received within the analysed period will be less than 2%, meaning, for the ongoing period we keep count of the returns closed with incident in the period 16th (two months ago) – 15th (previous month).
7. Return service level(processing of return requests in less than 24 hours from the reception of the returned products) will be greater than 98% (% of return requests processed in 24 hours from the reception of the products from total of return requests processed) within the current month (ongoing period) and for previous month (previous reference period).
8. Order service level(the report between orders finished within the assumed term, calculated based on the handling time set at product level and on the work schedule declared in the Foyzo Marketplace platform and the total of orders finished in the analysed period) will be at least 95%, within the current month (ongoing period) and for previous month (previous reference period).
9. Order finalization rate (the report between the order that were at least once finished in the reference period, which may have status at the time of the analysis of finished or reversed, from the total orders exposed to the partner (will not take into account orders cancelled by clients, orders with payment method PO for which the client haven’t made the payment (in this situation the Seller must cancel the order with the reason “PO payment not made”), orders with payment method Online Card unpaid, incomplete orders ex. “missing address, missing contacts or missing products etc” and orders cancelled at the customer’s request through the Foyzo Customer support department) will be at least 98% within the current month (ongoing period) and for previous month (previous reference period). If an order contains different products, this indicator will be calculated for each product separately.
10. Parcel handover service level(packages delivered by the seller to the courier, in the work schedule set in the Marketplace Platform, based on the pick-up time declared by the courier for the respective locality with AWB generated from the platform) represents the percentage of AWB handed over to the courier from all AWBs afferent to finalized orders will be at least 90% within the current month (ongoing period) and for previous month (previous reference period).
11. Return finalization rate (the report between the return requests finalized within 14 days, according to standard procedures of finalization and total return requests received by the Seller) will be at least 98% within the current month (ongoing period) and for previous month (previous reference period).This indicator is calculated based on the number of return requests received, not the quantity of products in the order.
12. Orders cancelled with incident (the report between the orders automatically cancelled by the system (due to the fact that they were not processed within the maximum deadline set in the Foyzo Marketplace Platform) and the total of orders exposed to the Seller (orders cancelled by the client, orders with payment method PO for which the client haven’t made the payment (in this situation the Seller must cancel the order with the reason “PO payment not made”), orders with payment method Online Card unpaid, incomplete orders such as “missing address, contact information or out-of-stock products etc.” and orders cancelled at the request of the Client through Foyzo’s Client Support department will not be taken into consideration) will not exceed 0,7% during the analysed period, meaning, for the ongoing period we take into account the orders closed with incident in the period 16 (two months ago) – 15 (previous month).
13. Return rate(the report between the number of returned units by Customers, and the number of units shipped to Customers part of finished Orders) will not exceed 2% (respectively 15% for Fashion categories: Apparel Man, Apparel Woman, Footware, Bags & accessories, 15% for Kids Fashion categorie and 5% for the following categories: Running, Triathlon and Vehicles) for the ongoing period (last month) and for the previous reference period (two months ago), where: The returned products are the products that were received by the Customers, but were later returned for any reason to the Seller, where we have information related to the status of AWBs issued from the Marketplace Platform or total returned products, where we do not have information related to the status of AWBs;
14. Customer Satisfaction (CSAT) (which is calculated monthly based on the answers to the customer satisfaction questionnaire sent by Foyzo for each return) must be permanently at least 95%. Based on the marks received in the questionnaire, there are the promoters (persons who give marks of 4 and 5) and detractors (persons who give marks from 1 to 3). CSAT is calculated as the sum of the promoters compared to the total questionnaires with answer.15. Invoice attachment rate(the report between the number of Completed Orders with attached invoice and the total Completed Orders) will be at least 98%, for the current month (ongoing period) and for the previous month (in the case of the previous Reference Period).
    16. Order cancellation rate(ratio of the total of orders cancelled without a return request from the Customer, orders without a pick-up date or not delivered to the courier or with AWB status other than “Returned to Shipper” to the total of orders submitted to the Seller completed and cancelled.) The reference period is the current month and the previous reference period is the previous month. Products not shipped to Customers are any products that have not been shipped to Customers for any reason.

The home delivery by courier of the Products ordered by the Clients will be done in such a way as to comply with the delivery terms uploaded by the Seller in the Foyzo Marketplace Platform for the Ordered Products and Working Hours.
Delivery of parcels if the Customer has chosen to deliver to the locker will be done in such a way as to respect the terms for delivery of parcels to the courier mentioned by Seller in the Foyzo Marketplace Platform and Working Hours.
The detailed list of performance indicators, as well as information on how to calculate them, can be found by sellers in the Health Account Manual available at Foyzo Academy.

      II.            RULES OF CONDUCT

1. Rules regarding the marketing of Products

Products that are marketed through the Foyzo Marketplace Platform must meet the following conditions:

1. The products must be new. New products are those Products that have not been used, used, wasted, unsealed and / or tested, as well as those Products that do not have elements or products that have been used, used, worn, tested (except to the extent necessary for assembly elements). Products that are not new may only be marketed after the Foyzo informs the Seller about the implementation of such a category in the Foyzo Platform;
2. The Products should not be pirated orcounterfeit, within the meaning of the Regulations in force, especially in the field of intellectual property and unfair competition;
3. Products that are accompanied by gifts or are offered as a package (made by the Seller and not by the manufacturer) to be created as promotions, not as New Products.
4. If a unique identifier code automatically generated from the Foyzo Platform (PNK) was assigned to a particular product, this code (PNK) should not be used for another product, even if the product to which the code was initially assigned is not it is also available in the Foyzo Platform.
5. Sold Products must have assigned EAN codes, with GS1 license. The list of product categories for which the EAN code is not required can be found in Foyzo Academy.
   f. The documentation of the Products that were initially listed under the OEM brand or even under a registered brand cannot be modified after listing in the sense of changing the brand to another brand or replacing the OEM mention with a brand, with the obligation to keep the original form of documentation.
   g. Traded Food Products and/or ecological food Products comply with all applicable food safety requirements, including but not limited to quality certifications, sanitary-veterinary requirements, quality norms and standards, as well as any other applicable incident rules. In this sense, upon request of Foyzo, the Seller undertakes to make available the documentation of the Products and understands and accepts that will not sell food Products and / or organic food Products whose shelf life is less than at least 75% of its total shelf-life term.
   h. The food Products and / or the ecological food Products traded will have highlighted information regarding the number of the lot they belong to, the production date and / or the expiration date. In this sense, at the request of Foyzo, the Seller undertakes to make available to Foyzo the Product documentation, which shows the total identity between the lots presented on the Foyzo platform and the lots sold.
   i. Products considered identical and traded in other member states of the European Union must not contain any differences than those that may arise as a result of legitimate and objective factors (such as, but not limited to, composition, availability, seasonal nature of raw materials, the right of the trader to offer goods of the same brand in packaging with a different weight and volume in different geographical markets).
   j. The products must not be part of the category of those that violate the applicable legal provisions or the rights of third parties (especially copyright and other intellectual property rights) or good practices. In addition, it is prohibited to present for sale any Product that violates generally accepted ethical or moral standards, especially content that incites or promotes hatred, violence or any form of discrimination, including on grounds of nationality, skin color, beliefs, religion, worldview and also promotes authoritarian and totalitarian systems, as well as any content that supports or supports such behaviors or systems. Without prejudice to the above provisions, it is forbidden to present for sale the categories of products mentioned in Foyzo Academy, section Legal Requirements and Rules of Good Practice.
   k.The products marketed must not involve interaction between Seller and Customer with a view to customization of the products in any form by the latter.
6. Rules regarding the association of products

Because on the Foyzo Platform, products with characteristics and specifications identical to the Seller’s Products are marketed, either through an Foyzo own commercial offer or on behalf of other sellers, to prevent the same product from appearing multiple times (multiple listing for the same product). and to diminish the Client’s experience, the following rules must be observed:

a. The Seller will use and allow the use by the Foyzo and other sellers of the product association function (by adding stock and price to a Product already existing in the Foyzo Platform) and will allow the Foyzo to associate its Products with the products of another Seller.
In case, at the time of loading the Products, the Seller does not associate the Products with the products with identical characteristics and specifications existing on the Foyzo Platform and does not remedy this situation within 3 (three) days from the notification sent by Foyzo, Foyzo reserves the right to automatically associate or block the Products for which the conditions of association were not respected, without being held liable for any damages or non-realization of forecast revenues, until the situation is remedied.
If, during the course of the activity, the Seller does not allow other traders to associate their products with characteristics and specifications identical with the Products sold on the Foyzo Platform or, if, after other sellers associate their products with characteristics and specifications identical to its Products, the Seller undertakes any action (including abusive changes in the name and / or description of the Products) that could prevent the other sellers from carrying out their activity on the Foyzo Platform under normal conditions, Foyzo reserves the right to remove from the Foyzo Platform the Products regarding where the conditions of association were not respected or taking any other necessary measures so that the other Sellers can carry out their activity on the Foyzo Platform under normal conditions.
If a particular Product has been disassociated from the product of another seller, the Seller will have the obligation to no longer associate with the product from which it was disassociated;
b. At the time of association, the identity of the Product brand must also be taken into account. The association can be made in this case, provided that the products, although they have identical characteristics and specifications, also overlap at the brand level;
In the case of the association of the products on which it cannot be proved that the associated and commercialized products are the same as those marketed by the holder of the documentation and implicitly those presented on the platform, they will be disassociated.
In situations where there will be suspicions, following an internal analysis or following notifications regarding the existence of abusive behavior on Foyzo Platform, regarding the associations, Foyzo will be able to order, as a first measure, the Temporary Suspension of the Seller in order to avoid possible damage caused by this behavior.
c. The Seller will ensure that the Rules regarding the listing of the Products are observed and that it presents complete and correct information to the clients in order to reflect the real characteristics of the product in the offer.
In order to improve the content of the platform and the quality of existing offers, when Foyzo identifies on the Foyzo Platform offers that do not comply with the Rules regarding the listing of the Products or do not present complete and correct information to clients, Foyzo may send recommendations to the Seller holder of documentation regarding the necessity of modification / completion of documentation.
If the Seller refuses to comply with the recommendation within 3 days of receiving it, Foyzo will be able to send the same recommendation to all eligible sellers. Based on an algorithm whose description can be found in the “Foyzo Academy” section of the Seller’s account in the Marketplace Platform, the eligibility of the sellers who will receive the possibility to make changes on the documentation will be established.
If at least one of the associated sellers requests the updating / modification / improvement of the documentation, the seller will proceed with the update / modification / improvement without the initial Seller that published the documentation being able to claim its rights over the images / texts or other rights resulting from the creation and uploading of documentation.
If none of the associated sellers requests the updating / modification / improvement of the documentation, Foyzo will have the possibility to take over the documentation in order to update / modify / improve it without the Seller who initially published the documentation being able to claim its rights over the images / texts or other rights resulting from the creation and uploading of documentation.
The documentation, materials and/or imagaes related to a product may not be downloaded and used in other environments such as platforms, web pages, physical materials, but not limited to them, except with the prior consent of the initial owner or within the limit of loaded materials.
The Seller who made the modification of the documentation undertakes the responsibility for the entire content of the documentation, both the taken over and the added one, being the one to respond in the event of receiving a notification of infringement of intellectual property rights or other breaches.
In order to ensure the most complete documentation and a correct and complete information of the users of the Foyzo Platform, in case Foyzo lists an offer for an existing product, it will take over and improve the existing documentation for that product, the existing Sellers on that offer will become associated with the Foyzo documentation and have the possibility to propose updates / modifications / improvements but without being able to raise claims regarding its rights over images / texts or other rights resulting from the creation and uploading of documentation.
In order to ensure the most complete documentation and a correct and complete information of the users of the Foyzo Platform, in case Foyzo identifies in the listed offers of the Sellers, missing and / or incomplete information from the dedicated fields of the documentation (e.g. dimensions, colors, etc. .), Foyzo can complete those information, based on the information uploaded by Seller in the respective documentation (e.g. the dimensions of a product are mentioned only in its title and through this process they are introduced in the dedicated section).
d. If it is found that the Seller has not complied with the obligation not to make multiple listings of the same product, thus diminishing the Customer’s experience, i.e. hindering searches on the Platform, Foyzo may take the measure of blocking the identical offer with the most recent date.

1. Rules regarding the listing of Products

The minimum information that the Seller must upload in order for a Product to be listed on the Foyzo Platform:

1. the identification and contact details of the Seller;
2. the description that highlights the characteristics of the Product and which differentiates it from other similar products from the assortment, in accordance with the applicable Regulations and commercial practices, including the details considered by Foyzo to be useful and necessary for a complete, correct and relevant presentation of the Product;
3. a color photograph representing a representative image of the Product, having a minimum resolution: 1000×1000 pixels, square image, white background, focus to be made on the product, natural colors, unaltered;
4. any special warnings regarding the risks of the Product and the applicable Regulations;
5. the terms and conditions of marketing the Products, including the conditions for canceling and returning the Orders, the conditions and the terms of the guarantee, as well as any other conditions considered by Foyzo to be useful and necessary, such as the settlement of claims, according to the applicable Regulations, including the regulations laws regarding the conclusion of distance contracts and electronic commerce and / or commercial practice;
6. the price (with the breakdown, if applicable, of all the costs and component fees), as well as the terms and modalities of delivery or execution of each Product or service;
7. the information regarding the services accompanying the Products, the terms of validity and / or the terms of guarantee of the Products, the conditions of service and guarantee as the case may be;
8. information about the availability of the Product;
9. the conditions for obtaining discounts, prizes and gifts;
10. information about promotional campaigns;
11. information about commercial guarantee of the Products;
    l. any other conditions or information required by the Legal Regulations in force.

The information uploaded must be complete and correct and updated in the format and with the frequency of update requested by Foyzo, to correspond to the profile of the Foyzo Platform.

 

1. Rules regarding the observance of intellectual property rights

 

In order to market the Products on the Foyzo Platform, the Seller must, as the case may be, either (i) hold directly or indirectly all the intellectual property rights necessary for offering and trading the Products through the Foyzo Platform, or (ii) have secured the authorizations needed for offering and trading the Products through the Foyzo Platform, authorizations obtained from the rights holders, or (iii) operate based on valid and uncontestable legal exceptions from the exclusive nature of the intellectual property rights, exceptions that allow the Seller to offer and trade the Products through the Foyzo Platform. Such obligation must be observed in connection with the Products, including but not limited to copyright or related rights, photographs, images, design, name, trademark, patent etc. uploaded to the Marketplace Platform.

1. Uploading a Product on the Foyzo Marketplace Platform

When uploading a Product on the Foyzo Marketplace Platform, in the “Brand” field, the brand of the Product to be listed must also be mentioned (the mark that appears on the Product must be specified, regardless of whether the Seller has registered or not that mark and whether the Seller has another registered trademark for certain categories of products or services). If the Sellers does not wish to mention the brand because it does not meet either of the conditions outline in the paragraph above – the preamble to Chapter D. – then the Seller may not upload the Product, nor offer it via Foyzo Platform or Foyzo Marketplace Platform.

In the situation where the Product listed on the Foyzo Marketplace platform is composed of two products that have different brands (packages or product + gift), the mark that will be mentioned in the “Brand” section of the offer will be that of the main product. In case the product does not have a mark on the packaging in the “Brand” section, it will be completed with OEM

1. Reporting infringement of intellectual property rights

The notification regarding the infringement of the intellectual property rights must be sent to the Foyzo, through the account from the Foyzo Makrketplace Platform and must identify the infringed right, the offers and / or the way in which the invoked right is violated, the Sellers targeted by the notification, according to the model below:

NOTIFICATION FORM MODEL

– Ticket title – [Seller name] – infringement as trademark/ copyright/ design/ patent
ex. Foyzo Ltd – infringement of the Foyzo brand
– Name of the company / Seller making the notification

– The object of the referral – to mention the infringed right (eg infringement of brand / design / copyright / other intellectual property rights)

– Proof of the right invoked – the referral must be accompanied by a document to prove the rights invoked

– Evidence in support of the complaint – the complaint must be accompanied by evidence (documents, pictures, etc.) to support the violation of rights invoked

– Identification of the request – mention clearly what are the measures you want to take

– Identification of Products and Sellers – it must be clearly identified which products (through link and PNK) and the Sellers about which the claim of violating the invoked right is made

– Identification of the Representative of the Company / Seller making the notification

– The right to exercise the rights invoked – In case the holder of the intellectual property right is not the same as the person who transmits / signs the notification, the right to exercise the rights to exercise the invoked rights must be proved.

The measures will be taken strictly regarding the Sellers and the products identified in the referral.

Failure to comply with the notification format or the transmission of complete information, necessary to analyze the situation may lead to failure to resolve the notification

1. Measures applicable in case of finding of infringement or alleged violation of the rules regarding the marketing, listing or association of the Products or of intellectual property rights

If, following the identification or receiving of a complaint or the existence of clues, it is found that an infringement of the rules regarding the marketing, listing or association of the Products or of intellectual property rights has taken place, Foyzo may take the following measures:
Product Lock – sanction that may interfere with one or more Products; and / or
Disassociation from the offer – sanction that may occur in case of non-compliance with the conditions of association regarding the need to overlap the products at the brand level – see above, letter B. Rules on product association

Blocking of access to the category – sanction that can intervene in cases of repeated misconduct regarding the marketing of products infringing intellectual property rights and/or marketing of non-compliant products.

Temporary Suspension – a sanction that may intervene for a certain period, depending on the seriousness of the violation and / or
Termination of Terms and Conditions – based on a written notification sent to the Seller, without any other formality or intervention of the court.
The Provisions of Chapter 6. of the Terms and Conditions remain applicable.

1. Rules regarding the marketing of software products
2. MICROSOFT SOFTWARE PRODUCTS THAT CAN BE MARKETED ON THE Foyzo PLATFORM:

New software products for transactional sales delivered by the following methods:

• Packaged software (also known as Full Pachage Product or Retail) – Software intended for marketing to the final customer with the following identification elements detailed by the manufacturer https://www.microsoft.com/ro-ro/howtotell/Software.aspx?tab=PackagedSoftwareTab:

• The Certificate of Authenticity (COA) label is used on the outside of the packaging box and shows what the product is, the country where it will be used and the country of origin. The label has the following security features against counterfeiting:
  • Latent image – Look straight at the label, then look at it from a very narrow angle, for example by tilting the label outward and you will see an “M” immediately below the Windows logo.
  • Intaglio printing – uses a special printing method that leaves ink traces on the surface of the label. You can feel it by swiping your finger over the surface. The right side of the label should be smoother than the left side Intaglio print.

• Product Key Label – is a white or orange label that accompanies the CD / DVD / USB installation media and the Certificate of Authenticity (COA) label for a product and contains a 25-character product key. The product key label should not be purchased separately. In addition to the barcode and product key, there is a small print on the left edge and in the upper right corner. On close inspection (a magnifying glass may be needed), you can see the name “MICROSOFT” written in blue on the left and green on the right. The product key label must not be purchased separately.

• Physical Support – Many Microsoft products on CD, DVD and USB include holographic security features that help the end customer to ensure they receive the genuine product and protect against counterfeiting.
  • Windows 10 – The Microsoft Windows 10 bundled software comes with Windows on a USB device that has bright colors and 3D effects when the USB device is tilted. This hologram is embedded in the plastic molded component of the USB support; it is not a label.
• Packaging – for both Windows and Office, this is a small cardboard box that shows the Microsoft logoand the product name. Incorrect logos, spelling errors, blurred text or images, and poor print quality can help identify counterfeit software

*The identification elements detailed by the manufacturer are valid at the time of writing this document. These can be modified in accordance with the updates of the conditions made by the manufacturer.

• Software with electronic delivery (also known as ESD) – in order to comply with the GDPR security and confidentiality requirements imposed by the commercialization of these products, they can only be marketed through the Foyzo platform with the following cumulative fulfillment of the following conditions:
  • There is API integration with an authorized distributor for ESD marketing. The data flow is Distributor-> Reseller-> Foyzo / Seller-> Client
  • The delivery of the activation code of the license is done by e-mail directly to the final customer without this being visible to anyone outside it. It is not allowed to process or manipulate the activation keys outside the integrated system described above
  • The communication by email to the final client must include the description of the activation and installation method, with the presentation of the necessary steps and the location from which the installation kits can be downloaded. The code cannot be transmitted by courier / envelope, etc.

• OEM software: Software intended for sale by manufacturers or assemblers supplied with PC-type equipment. Can be installed, delivered or packaged with hardware (laptop, desktop, PC, etc.). This type of software cannot be sold on the Foyzo platform, unless it is sold alongside the associated hardware (laptop, desktop, PC, etc.). OEM licenses are related to the computers on which they are installed, they cannot be moved to other computers. The OEM marketing variant is only valid for Windows and is identified by:
• The Certificate of Authenticity (COA) label is used on the outside of the packaging box and shows what the product is, the country where it will be used and the country of origin. The label has the following security features against counterfeiting:
  • Intaglio printing – uses a special printing method that leaves ink traces on the surface of the label. You can feel it by swiping your finger over the surface. The right side of the label should be smoother than the left side Intaglio print.
  • Latent image – Look straight at the label, then look at it from a very narrow angle, for example by tilting the label outward and you will see an “M” immediately below the Windows logo.

1. MICROSOFT SOFTWARE PRODUCTS THAT CAN NOT BE MARKETED ON THE Foyzo PLATFORM

• Refurbished licenses – defined by the manufacturer as marketed licenses only pre-installed on a refurbished PC. Details here: https://devicepartner.microsoft.com/en-us/assets/detail/MAR_RRP_Refurbished_PC_Licensing_Guidelines_Aug2017-pdf
• Licenses used – means the license used as a software license that has already been activated or used by a client who holds the right;
• Duplicate or copied software: Software that has been copied to any media (DVD, CD, floppy disk, flash memory, etc.) by anyone other than the original software manufacturer;
• Promotional software: Software distributed free of charge by manufacturers;
• Beta Versions: Software distributed for the purpose of troubleshooting, testing and evaluation;
• Free software and / or shareware: Software distributed free of charge by the copyright holder
• Expired subscription based software: Software that is no longer usable because the subscription period has expired;
• Backup: The copies that are made to protect the purchase of software. This type of software cannot be distributed, offered or sold;
• Academic software: Academic software is sold solely for use by students, students and educational institutions. The lack of technical solutions to verify the fact that a seller or a buyer fits as a user for academic purposes, makes this type of software cannot be marketed on the Foyzo Platform;
• Volume licenses – because they require a consultative purchase and contract signatures may be required, this cannot be done online within the Foyzo platform;
• MSDN, DreamSpark licenses – because these licenses are intended for certain types of beneficiaries they cannot be marketed on the Foyzo platform being delivered directly by Microsoft
• Software that requires verification before purchase: Software that requires verification before purchase cannot be marketed on the Foyzo Platform, because it cannot be verified whether the seller or buyer meets the requirements at the time of purchase;
• Software with open / resealed packaging: Many software products require registration with the manufacturer at the first installation / use, using an activation code, a license key or a password. The lack of technical solutions to verify that whether the product has been registered with the manufacturer or not, this type of software cannot be marketed on the Foyzo Platform;

1. OTHER TYPES OF SOFTWARE PRODUCTS (EXCEPT MICROSOFT) THAT CAN NOT BE MARKETED ON THE Foyzo PLATFORM

• Software with electronic delivery (also known as ESD) – in order to comply with the GDPR security and confidentiality requirements imposed by the marketing of these products, they can be marketed through the Foyzo platform only if the following conditions are cumulatively fulfilled:
  • There is API integration with an authorized distributor for ESD marketing. The data flow is Distributor-> Reseller-> Foyzo / Seller-> Client
  • The delivery of the activation code of the license is done by e-mail directly to the final customer without this being visible to anyone outside it. It is not allowed to process or manipulate the activation keys outside the integrated system described above
  • The communication by email to the final client must include the description of the activation and installation method, with the presentation of the necessary steps and the location from which the installation kits can be downloaded. The code cannot be transmitted by courier / envelope, etc
• Licenses used – means the license used as a software license that has already been activated or used by a client who holds the right;
• Duplicate or copied software: Software that has been copied to any media (DVD, CD, floppy disk, flash memory, etc.) by anyone other than the original software manufacturer;
• Promotional software: Software distributed free of charge by manufacturers;
• Beta Versions: Software distributed for the purpose of troubleshooting, testing and evaluation;
• Free software and / or shareware: Software distributed free of charge by the copyright holder
• Expired subscription based software: Software that is no longer usable because the subscription period has expired;
• Backup: The copies that are made to protect the purchase of software. This type of software cannot be distributed, offered or sold;
• Academic software: Academic software is sold solely for use by students, students and educational institutions. The lack of technical solutions to verify the fact that a seller or a buyer fits as a user for academic purposes, makes this type of software cannot be marketed on the Foyzo Platform;
• Volume licenses – because they require a consultative purchase and contract signatures may be required, this cannot be done online within the Foyzo platform;

• Software that requires verification before purchase: Software that requires verification before purchase cannot be marketed on the Foyzo Platform, because it cannot be verified whether the seller or buyer meets the requirements at the time of purchase;
• Software with open / resealed packaging: Many software products require registration with the manufacturer at the first installation / use, using an activation code, a license key or a password. The lack of technical solutions to verify that the product was registered or not with the manufacturer, makes this type of software cannot be marketed on the Foyzo Platform.

 

1. Rules on prices recommended by the manufacturer (PRP)

The recommended manufacturer’s price (PRP) is the recommended resale price of the Product sent directly by the manufacturer, as well as, as the case may be, through the distributor, supplier, seller. However, the prices recommended by the manufacturer cannot in any way influence the prices or the tariff policy applied by the traders on the Foyzo Platform. Traders on the Foyzo Platform are free to independently establish their trade policy, including resale prices.
In order to ensure the most accurate and complete information of the Clients, at the level of the Foyzo Platform, the following rules regarding PRP are applicable:

1. Where there are price recommendations of the manufacturers available, they will be displayed with the phrase PRP accompanied by the relevant explanations, respectively the mention that this is not a selling price, but a simple price indication or recommendation offered by the manufacturer;
2. As far as possible, Foyzo will collect PRP from suppliers, respectively producers, through a special channel;

3. If the PRP has not been collected by Foyzo, the Seller has the obligation to collect the PRP from the supplier, respectively the manufacturer and to upload it to the Foyzo Platform, the Seller being the only one responsible for the correctness of the information obtained from the supplier, respectively manufacturer;
4. The list of eligible products (for which PRP is available but has not been collected by Foyzo) can be found in Foyzo Academy;

5. The Seller will have the obligation to keep the PRP up to date. However, Seller undertakes not to make abusive updates or changes which could harm or disadvantage the Clients, Foyzo or the other Sellers;

6. It is forbidden for the Seller to upload in the Foyzo Platform PRPs that have not been obtained from the supplier, respectively the manufacturer of the traded products;
7. The Foyzo platform may at any time request from the Seller evidence or information regarding the collection of the PRP from the supplier, respectively the manufacturer;

8. In case there are notices or suspicions regarding the correctness of the PRP, Foyzo will have the possibility to temporarily limit the Seller’s possibility of uploading the PRP.

    III.            ETHICAL CONDUCT AND MANAGEMENT OF ILLICIT ACTS

1.1. During the activity carried out on the Foyzo Platform, the Seller, the Seller’s representatives/directors/shareholders and also employee, must act fair and honest, both in regard to Foyzo and the other sellers on the Foyzo Platform and also to Customers. Therefore, the Seller has the obligation:

a. Not to offer, award or receive to/from Foyzo employees or other Sellers bribe, donations, benefits or improper payments (e.g., gifts, hospitality, entertainment, facilitation payments) directly or through a third party, for the purposes listed as an example (the list is not exhaustive)

(i) promotion/sales of its own Products;
(ii) obtaining more favorable commercial conditions on the Foyzo Platform;
(iii) performing or failure to perform, by Foyzo employees of certain acts/deeds related to their duties, of such nature to produce damages to other partners, the activity carried out by Foyzo, to the products or image of other Sellers or a distortion of competition on the Marketplace Platform;
(iv) disclosure, acquisition or use of information / trade secrets regarding the activity and products of Foyzo or of other Sellers, as well as regarding the conditions of conducting business relations by Foyzo with other Sellers;
(v) to determine other Sellers to end the collaboration with the Foyzo Platform;
(vi) to learn the methods of carrying out the activity of other Sellers, in order to know or use the clients of Foyzo or other Sellers or to obtain other benefits for oneself or for another person to the detriment of Foyzo or another Seller;
(vii) attracting Foyzo employees in order to set up a competing company to capture Foyzo’s customers or to hire employees in order to disrupt Foyzo’s activity;

b. Not to commit acts or deeds of deception for the purposes mentioned in the previous paragraph;
c. Not to participate in any other criminal activity, such as traffic of influence, embezzlement, money laundry or any other act or improper practice similar or equivalent;

d. To keep, during the Terms and Conditions and for a period of 5 (five) years from their termination correct financial records and adequate evidence regarding the commercial activity carried out on the Foyzo Platform;
e. To respect all international economical and financial sanctions in force, including but not limited to those applied by the European Union and relevant state members, by the Security Council of the United Nations or any other governmental bodies or state authorities worldwide. In this regard, the Seller also confirms that:

(i) the Seller does not sell, supply, transfer or export, directly or indirectly, through or outside the Foyzo Marketplace, to the Targeted Countries and Geographical Areas products and services subject to the Sanctions;
(ii) the Seller does not sell, supply, transfer or export, directly or indirectly, through or outside the Foyzo Marketplace platform Sanctioned products and services to natural or legal persons, entities or bodies or to natural or legal persons, entities or bodies associated with them, which are subject to or are mentioned in the Sanctions;

(iii) the Seller does not sell, supply or transfer, directly or indirectly, through the Foyzo Marketplace Platform or outside it imported products or services that are prohibited to import in Romania according to the Sanctions, from the Countries and Geographical Areas Concerned or that originate in the Countries and Geographical Areas Concerned;

(iv) the Seller does not sell, supply or transfer, directly or indirectly, through or outside the Foyzo Marketplace Platform products or services resulting from transactions prohibited under the Sanctions.
f. To abide all laws and provisions national and international regarding antibribery, applicable on Romania’s territory, including, but not limited to provisions of Law no. 286/2009, Law no. 78/2000 and Law no. 161/2003, anti-corruption legislation issued by other countries, etc;
g. Not to commit acts of bribery of public servants, or other government officials;
h. To fulfill the obligations established under the Terms and Conditions, to high ethical and moral standards, in the field of business and personal integrity;
i. To take all necessary measures to prevent or stop any situation (“Conflict of Interest”) that could compromise the objective and impartial execution of the Terms and Conditions. Conflicts of interest may arise as a result of economic interests, affinities, kinship or affinity ties, or any other common ties or interests. In this sense, the Seller undertakes, in case of occurrence, during the execution of the Terms and Conditions, of a Conflict of interests, to notify Foyzo, immediately, in writing, the situation appeared, as well as the way of its management. Foyzo reserves the right to check whether the measures taken are appropriate, while also having the possibility to request additional measures, if it deems it necessary.

j. Not to exploit personal relationships, personal investments or corporate opportunities available to him as a result of his links or relationships with Foyzo or Foyzo employees and not to engage in activities that conflict with the interests of any company belonging to the Foyzo Group. The Foyzo Group includes (i) any company or entity in which Foyzo directly or indirectly holds 50% or more of the voting shares or interests; or (ii) any company or entity that directly or indirectly owns 50% or more of the voting shares or units of Foyzo; or (iii) any company or entity that directly or indirectly controls or is under the control of a company or entity described in (i) or (ii).

k. To apply and to ensure the acknowledgement and compliance with all provision of Law no. 129/2019 or any other legal provisions regarding knowing your partners, at the disclosure to the authorities of any activities subject to sanctions applicable to money laundering actions, financing of terrorist organizations or acts of terrorism;

l. Not to have a market behavior that might prevent, restrict or distort competition and comply with the competition rules and legal provisions in force;

m. To use the applications, functionalities and services provided by Foyzo fairly, with no intention to damage Foyzo, other sellers, Clients or third parties;
n. Not to resort to Diversion of Orders and/or Clients;
o. Not to use abusively the Foyzo Platform (including, but not limited to, placing false orders to other sellers, placing negative reviews about other sellers’ products without objective justification, placing reviews for their own products, placing responses / comments on Clients reviews for products purchased by the latter from other sellers etc.), and not to attempt to access data and information regarding other sellers that are not public or accessible to the general public;

p. Not to write, encourage or remunerate the placement of false reviews for its Products or for the products of other sellers from the Foyzo Platform. A false review is a construed as a review which is not assumed (which is not published from an account containing the name of the Seller), which is not a result of the purchase and use of the product and which tries to mislead the Foyzo Platform clients regarding the product qualities and / or which tries to modify the positioning of the product in the pages of listing of products in category or of the search results;
q. Not to write, encourage or remunerate the placement of reviews for oneself or for its own Products;

r. Not to use automated applications that access the Foyzo Platform without authorization in order to automatically retrieve information, thus affecting the functionality, natural traffic and traffic statistics of the Platform and not to convey to other people, in any form, the data necessary for authentication in accounts held in The Marketplace Platform or access to other content provided by Foyzo during the collaboration between the parties, with a purpose other than that in order to carry out the activity within the Foyzo platform;
s. Not to attempt by any act or deed (e.g., offering remuneration, bonuses, discounts, etc.) to influence Customers’ assessments regarding their own performance or that of other sellers;
t. Not to send transactional messages to Clients and unsolicited or inappropriate communications to Clients or other sellers;
u. Not to manipulate or try to manipulate its offer position in the product page or in the listing order through actions such as accepting or placement of false orders, making unfounded complaints about the products of other sellers;

v. Not to request or to allow other people to act in its name or in a way that breaches Terms and Conditions, the rights of other Sellers or Customers;
w. Not to submit and/or encourage submission of abusive notifications regarding infringement of intellectual property rights when the submission of such notifications is made in order to eliminate competing offers.

x. Use appropriate language in communications or notifications sent to Foyzo and Clients. It is strictly forbidden to use inappropriate language (aggressive, licentious, etc.) or to send e-mails / communications / notifications / notices (via Messaging) / threatening or insulting phone calls that contain vulgar language or inappropriate comments that may offend contact people / designated representatives and / or damage to the image of Foyzo or Clients.

1.2. The Seller confirms that:

a. Upon his knowledge, the entity, the associates, its affiliated entities or the group to which its directors or one of his employees belong:

• did not admit, was not investigated and was not convicted of any act of corruption, money laundering, terrorist financing or acts of terrorism, fraud or other criminal acts, is not subject to international sanctions or other legal restrictions or limitations;
• do not have and shall not have any personal (direct or indirect) interest nor shall participate in any decision which will result in obtaining any personal benefit or would come into conflict in any way with the fulfillment of its obligations persuant to this contract or with Foyzo’s interests;
• is not a director, officer, employee, partner, shareholder, agent or consultant of any government, public sector agency or state institution.

1. if at any time he becomes aware that any of the circumstances in a) is not as confirmed, he will immediately notify Foyzo in writing.

1.3. The Seller will ensure to offer the proper instruction of its employees, representatives regarding the compliance with the applicable law and regulations in the matter of ethical conduct and prevention of the illicit acts mentioned in this Chapter.
1.4. In case of breach of provisions of prezent chapter, of any corruption case or conflict of interests suspected or real, Foyzo may conduct inquiries. The Seller will support Foyzo’s endeavour with all its assistance, information and documentation it holds during the investigation of the facts.

1.5. In the event of Seller’s breach of the provisions of this chapter, Foyzo will have the right to terminate the Terms and Conditions with immediate effect, notifying Seller of the termination and to claim damages according to art. 4.16 of the Annex Terms and Conditions. Foyzo has the right to terminate the Terms and Conditions without investigating the facts; conducting inquiries in accordance with the previous paragraph is only a right and not an obligation of Foyzo. The termination will operate from the date of communication of the notification to Seller.

   IV.            GUIDE ON RANKING OF THE PRODUCTS AND ALGORITHMS ON MARKETPLACE PLATFORM

For classifying, establishing order, sorting and displaying products, certain algorithms are used on the Foyzo Platform that determine the ranking of products in a non-arbitrary and non- discriminatory way. In order to ensure greater predictability, the possibility of improving the presentation of the Products or certain of their characteristics as well as to allow the understanding of the operation of algorithms that may have an impact on the choices made by users of the Foyzo Platform, the updated overview description of these algorithms, the main elements that compose them and other ranking parameters are included in the “Foyzo Academy” section of the Seller account in the Marketplace Platform. Given that the development and permanent updating of the Foyzo Platform are essential conditions for the development of the channel and the improvement of the buying experience, it is possible that certain components of the algorithm and / or the algorithm itself may change. These will be communicated to you at least 15 (fifteen) days in advance in the relevant section of the Seller’s account.

Foyzo can test new services, processes or functionalities on the Foyzo Platform or can perform tests regarding changes to already existing services, processes or functionalities. These tests could affect the use of the Foyzo Platform by its users, including the way the Products are displayed (in the search results or in the product list). However, the tests shall only be performed for the time necessary and proportionate to the achievement of the purpose of the test. Foyzo conducts tests exclusively for the purpose of developing the Foyzo Platform, adapting it to market changes, changes to the Regulations or improving the services offered.

APPENDIX – COMMERCIAL TERMS

Terms and Conditions (including Appendix Terms and Conditions, Appendix Commercial Conditions, Appendix Performance Indicators and Rules of Conduct, Appendix regarding the Protection of Personal Data and any other appendix) represents the whole contractual report between Foyzo and Seller regarding the presentation and selling by the Seller of the Products through the Foyzo Platform.

For the services that Foyzo offers, the Seller owes a fee as follows:

Automotive and Powersports	5%
Baby Products	5%
Backpacks and Handbags	5%
Beauty, Health, and Personal Care*	5%
Beer, Wine, and Spirits	5%
Books	5%
Business, Industrial, and Scientific Supplies	5%
Compact Appliances	3%
Clothing and Accessories	5%
Commercial Electrical and Energy Supplies	5%
Computers	3%
Consumer Electronics	3%
Cycling Accessories	5%
Electronic Accessories	3%
Eyewear	5%
Footwear	5%
Full-Size Appliances	3%
Furniture	3%
Grocery and Gourmet	5%
Handmade	5%
Home and Kitchen	3%
Jewelry	3%
Lawn and Garden	5%
Luggage	3%
Mattresses	3%
Music, Video, and DVD	3%
Musical Instruments and AV Production	5%
Office Products	5%
Pet Products	5%
Software	5%
Sports and Outdoors	5%
Tyres	5%
Tools and Home Improvement	3%
Toys and Games	5%
Video Games – Games and Accessories	5%
Video Game Consoles	3%
Watches	3%
Everything else	5%

 

APPENDIX REGARDING PERSONAL DATA PROTECTION

The Terms and Conditions (including the Appendix Terms and Conditions, Commercial Appendix, Performance Indicators Appendix, Appendix Regarding Personal Data Protection as well as any other appendix) represent the entire contractual relationship between Foyzo and the Seller with respect to the presentation and sale of the Products by the Seller on the Foyzo Platform.

The terms used in the present Appendix have the meaning specified in the present Appendix. The terms written with capital letters that were not defined otherwise will have the meaning that results from the Terms and Conditions. Except the modifications below, all the terms of the Terms and Conditions will remain in force.

Considering the mutual obligations set out in the Terms and Conditions, the parties agree that the terms and conditions specified below will be added as an Appendix to the Terms and Conditions.

1.      Definitions

1.1 In this Appendix, the following terms have the meanings set forth below and the related terms must be interpreted accordingly:

1.1.1 “Processing”, “Operator”, “Associate Operator”, “Person Authorized by the Operator”, “Subject”, “Personal Data” and “Special Categories of Personal Data” have the same meaning as in the Applicable Data Protection Law;

1.1.2 “SELLER’ s Affiliate” means an entity that owns or controls, is owned or controlled by the SELLER, or is controlled or held jointly with the SELLER, where control is defined as the direct or indirect authority to direct or determine the management direction and the policies of an entity, whether by holding voting rights, by Terms and Conditions or by other means;

1.1.3 “Foyzo Affiliate” means an entity that is owned or controlled by Foyzo, or is controlled or held jointly with Foyzo, where control is defined as the direct or indirect authority to direct or determine the management direction and the policies of an entity, whether by holding voting rights, by Terms and Conditions or by other means;

1.1.4 “Supervisory Authority” means: (a) an independent public authority set up by a Member State pursuant to Article 51 of the GDPR; and (b) any similar regulatory authority responsible for the enforcement of the Data Protection Law;

1.1.5 “Standard contractual clauses” means standard contractual clauses for the transfer of personal data to third countries which do not provide an adequate level of protection as they have been and/or will be issued by the European Commission in accordance with the provisions art. 46 par. (2) (c) GDPR;

1.1.6 “Client” means the Foyzo Platform User who has launched an order for the purchase of products presented and marketed by the SELLER through the Foyzo Platform;

1.1.7 “Foyzo Platform” the software application of electronic trade (on-line) through which Foyzo offers to the Clients access to a series of products and/or services of its own or of other traders and that also includes the websites www.foyzo.com, respectively their mobile extensions and applications;

1.1.8 “Client’s Personal Data” means the data described in Annex no. 1;

1.1.9 “Personal Data Security Violation” means a security breach that results in destruction, loss, alteration, unauthorized disclosure or unauthorized access to Client’s personal data transmitted, stored or otherwise processed, as well as any violation of Section 5 of this Appendix or the provisions of the Terms and Conditions on Client’s Data Protection, confidentiality or security;

1.1.10 “Applicable Data Protection Law” means Act no. CXII of 2011 on the self-determination related to information and information freedom, Regulation (EU) no. 679/2016 of the European Parliament and the Council of April 27, 2016 on the protection of individuals with regard to the processing of personal data and the free movement of such data repealing Directive 95/46/EC (“GDPR”), any law implementing GDPR or regulating the protection of personal data in Romania, as well as any decisions, orders, rules or regulations issued by the Supervisory Authority or other competent regulatory authorities and which are intended to protect the fundamental rights and freedoms of the subjects and, in particular, their right to privacy with regard to data processing applicable in Romania;

1.1.11 “Services” means services that will be provided by Foyzo and/or Foyzo Affiliates to the SELLER and/or Affiliates of the SELLER in accordance with the Terms and Conditions;

1.1.12 “Subcontractor” means any Authorized Person (including any third party and any Affiliate of the SELLER) designated by the SELLER to process Client’s Personal Data;

1.1.13 “Restricted country” means a country to which the European Commission has not, by decision, recognized an adequate level of protection within the meaning of Art. 45 (2) GDPR.

2.      Data Processing Terms

2.1 During the execution of the Terms and Conditions, Foyzo and the SELLER will process Client’s Personal Data regarding the Subjects and for the purposes detailed in Annex 1 as Associate Operators. This Appendix sets out the responsibilities of each Party for fulfilling the obligations under the applicable Data Protection Law in accordance with Article 26 of the GDPR.

2.2 In addition to the specific provisions of this Appendix, each Party will comply with all its obligations under the Data Protection Law regarding the processing of Foyzo Personal Data.

3.      Seller’s Staff

3.1 The SELLER will take reasonable steps to ensure compliance with the applicable Data Protection Law for each employee, agent or Subcontractor who may have access to Foyzo Personal Data, ensuring in each case that access is strictly limited to those who need to access the relevant Personal Data of the Clients and that all of these persons:

3.1.1 are informed on the confidentiality of the Client’s Personal Data and are aware of the SELLER’s obligations under this Appendix and the Terms and Conditions in respect of Client’s Personal Data;

3.1.2 have participated in appropriate training courses regarding the applicable Data Protection Law;

3.1.3 are subject to confidentiality agreements or professional or legal confidentiality obligations; and

3.1.4 are subject to login and connection processes when accessing Client’s Personal Data.

4.      Security

4.1 Given the current stage of development, the costs of implementation and the nature, scope, context and purposes of the processing, as well as the risk of varying degrees of probability and severity for the rights and freedoms of individuals, the SELLER will implement appropriate technical and organizational measures to ensure a level of risk appropriate to the risk including, inter alia, as appropriate:

4.1.1 pseudonymization and encryption of Client’s Personal Data;

4.1.2 the ability to ensure the confidentiality, integrity, availability and continued resilience of processing systems and services;

4.1.3 the ability to restore the availability of, and access to, personal data in a timely manner if a physical or technical incident occurs;

4.1.4 a process for the periodic testing and evaluation of the effectiveness of technical and organizational measures to guarantee the security of the processing.

4.2 Notwithstanding the general nature of the above, and in particular its obligation to determine the appropriateness of any additional technical and organizational measures, the SELLER shall implement and maintain appropriate technical and organizational measures.

4.3 When assessing the appropriate level of security, the SELLER shall in particular take into account the risks involved in the Processing, in particular the destruction, loss, alteration, unauthorized disclosure or unauthorized access to the Client’s Personal Data, stored or otherwise processed.

4.4 Foyzo has the right to send a written notice to the SELLER if it reasonably believes that the SELLER’s technical and organizational measures need to be modified to ensure compliance with the applicable Data Protection Law and the SELLER will implement these changes without incurring any cost for Foyzo. The notification will include annotations about the legislative changes and details of the changes.

5.      Subcontractor

5.1 For each Subcontractor, the SELLER:

5.1.1 shall perform an appropriate due diligence analysis on each Subcontractor to ensure that the latter is capable of providing the level of protection on Client’s Personal Data as required by this Appendix including, without limitation, guarantees sufficient to implement appropriate technical and organizational measures in a manner that ensures Processing in accordance with the requirements of the GDPR and this Appendix;

5.1.2 shall include in the contract with each Subcontractor obligations similar to those set out in this Appendix for the SELLER regarding the Subcontractor’s staff Client’s Personal Data Security and transfers to Restricted Countries;

5.1.3 shall provide Foyzo, upon its request, with details of the categories of Subcontract and the types of Client’s Personal Data Processing made by them; and

5.1.4 shall remain fully liable to Foyzo for any failure of any Subcontractor to fulfil its obligations in relation to the Processing of any Client’s Personal Data.

5.2 The SELLER must maintain a list of the Subcontractors used throughout the Terms and Conditions and which processes Client’s Personal Data.

6.      Rights of Concerned Persons

6.1 The SELLER is responsible for ensuring the exercise of any Right of the Subjects recognized by the applicable Data Protection Law in relation to any processing of Client’s personal Data. This obligation includes, without limitation, the provision of all the information provided in Articles 13 and 14 of the GDPR, ensuring the processing of Clients’ personal Data based on a legal ground provided by the GDPR, as well as the response to any request received from a Subject in relation to the Processing of Foyzo Personal Data.

6.2 If Foyzo requests so, the SELLER will cooperate to meet Foyzo requirements to allow Foyzo to ensure any exercise of rights by a Subject under any applicable Data Protection Law on Personal Data of Clients and observe any assessment, enquiry, warning, or investigation under the Applicable Data Protection Law on Personal Data of Clients or this Appendix.

7.      Violation of Personal Data security

7.1 The SELLER will promptly notify Foyzo but in any case, within twenty-four (24) hours after identifying such a violation, to the extent Client’s Personal Data is involved, and must:

7.1.1 describe the nature of the Client’s Personal Data Violation, the categories and number of Subjects, and the categories and number of the Personal Data records of the Clients concerned;

7.1.2 include the name and contact details of the Data Protection Officer of the SELLER or other relevant contact person from whom more information may be obtained;

7.1.3 describe the likely consequences of the Client’s Data Security breach; and

7.1.4 describe the steps taken or proposed to be taken to solve the Client’s Data Security breach.

7.2 The SELLER will cooperate with Foyzo and undertake reasonable commercial efforts in accordance with Foyzo’s instructions to investigate mitigate and remedy each Security Violation of Foyzo Client Personal Data.

7.3 The Parties will agree upon each case of breaching the Security of Foyzo Client Personal Data, if notification of the Surveillance Authority and/or the Subjects is required, and which of the Parties will make such notifications.

8.      Termination of the Terms and Conditions

8.1 After the termination of the Terms and Conditions, the SELLER may retain and process the Client’s Personal Data strictly for the time necessary for the fulfilment of its own purposes to the extent required for the period provided for by the applicable law, and always subject to SELLER ‘s confidentiality of all such Personal Data of Clients and compliance with all obligations under the Applicable Data Protection Law in relation to any Processing of Personal Data of Clients.

9.      Restricted Transfers

9.1 The SELLER will not Process Client’s Personal Data and will not allow any Subcontractor to Process Client’s personal data in a Restricted Country without making sure that such Processing is accompanied by appropriate guarantees regarding the rights of the Subjects, including by the conclusion of Standard Contractual Clauses with any person in a Restricted Country to whom the SELLER transfers Client’s Personal Data.

9.2 In addition to the obligations set forth in this section 9, the SELLER must comply with all legal requirements specific to the jurisdiction where it will process Client’s Personal Data with respect to the Processing (including but not limited to transfers) of Client’s Personal Data in (or from) these jurisdictions.

10. Compensation

10.1 The SELLER shall indemnify and hold harmless Foyzo from any losses, fines and penalties arising out of any third party’s claim or a Subject or a decision of a Supervisory Authority as a result of a violation of this Appendix by the SELLER.

11. Liability

11.1 Without prejudice to the provisions of the Terms and Conditions, to the fullest extent permitted by the law, SELLER ‘s liability for any breach of this Appendix shall be unlimited.

12. General Terms

Termination of the Appendix
12.1 The Parties agree that this Appendix shall automatically cease upon (i) the termination of the Terms and Conditions; or (ii) the expiration or termination of all service Terms and Conditions, work statements, works orders or similar contractual documents entered into by the SELLER with Foyzo under the Terms and Conditions, whichever is the later.

12.2 Any obligation imposed on the SELLER under this Appendix as regard the Processing of Foyzo Personal Data shall remain in force following the termination of this Appendix.

Applicable Law and Jurisdiction
12.3 The Parties to this Appendix shall be subject to the choice of the jurisdiction provided for in the Framework Terms and Conditions with respect to any litigation or claim arising under this Appendix, including disputes concerning its existence, validity or termination, or the consequences of its cancellation. This Appendix and all contractual obligations or other obligations arising out of or in connection therewith are governed by the laws of the country or the territory provided for this purpose in the Framework Terms and Conditions.

Cross breach
12.4 Any breach of this Appendix will constitute a material breach of the Terms and Conditions.

Order of application
12.5 With respect to the subject matter of this Appendix, in the event of any inconsistency between the provisions of this Appendix and any other agreements between the Parties, including, but not limited to, the Terms and Conditions, the provisions of this Appendix prevail in respect of matters relating to the protection obligations of the Personal Data of a Subject.

Compliance costs
12.6 SELLER ‘s compliance with the provisions of this Appendix will not involve any costs for Foyzo.

Changes to applicable Data Protection Law
12.7 Foyzo may periodically notify the SELLER in writing of any changes to this Appendix that are required as a result of a change to applicable Data Protection Law, including but not limited to the generality of the foregoing, any changes that are necessary to take into account any new data transfer mechanisms for the purposes of sections 10.1. Any such changes will take effect 15 (fifteen) calendar days from the date Foyzo will provide such written notice and the SELLER will ensure that if necessary, the terms of each contract between the SELLER or any Affiliate of the SELLER and each Subcontractor will include such changes within the same time period.

Severability / The divisible character of the clauses
12.8 If a provision of this Appendix is invalid or unenforceable, then the remainder of this Appendix shall remain valid and in force. The invalid or unenforceable provision will (i) be amended as necessary to ensure its validity and enforceability, keeping as much as possible the intent of the parties or, if this is not possible, (ii) be interpreted in such a way as if the invalid or inapplicable part was never contained in it.

ANNEX 1: DETAILS OF CLIENT’S DATA PROCESSING

The purpose and duration of processing Client’s Personal Data
The subject and duration of Client’s Personal Data processing are set forth in the Terms and Conditions and in this Appendix.

The nature and purpose of processing Client’s Personal Data
Foyzo grants the Seller the right to process Client’s Personal Data for the duration of the Terms and Conditions and solely for the purpose of performing the obligations assumed under the Terms and Conditions.

The types of personal data of the clients to be processed

• Name and surname
• Phone
• Billing address
• Delivery address
• Name and surname of the person receiving the parcel
• The person who receives the parcel
• Client order ID

The target persons to which Client’s Personal Data refer

• Clients

Rights and obligations of Foyzo/SELLER
The rights and obligations of Foyzo/SELLER are set forth in the Terms and Conditions and this Appendix.

FAIR-COMMERCIAL PRACTICES POLICY APPENDIX

The Terms and Conditions (including the Appendix Terms and Conditions, Commercial Appendix, Performance Indicators Appendix and Rules of Conduct, Appendix Regarding Personal Data Protection, Fair-Commercial Practices Policy Appendix as well as any other appendix) represent the entire contractual relationship between Foyzo and the Seller with respect to the presentation and sale of the Products by the Seller through the Foyzo Platform.

Considering:

• That the Seller is responsible for setting its commercial conditions and how to present them on the Foyzo Platform;
• That any action of the Seller on the Foyzo Platform may affect the reputation of the Platform, Foyzo as well as the other sellers;
• That the reputation of the sales channel is a key element of the successful marketing of the products on the Foyzo platform;
• That Foyzo wishes to assure all parties accessing the Foyzo platform a fair treatment according to good commercial practices;
• That in connection with certain events, some actions of the Sellers can bring a higher risk of exploiting, abusing or misleading Customers and damaging the trust of Customers in the Foyzo platform;
• The provisions of article 9.3 of the Terms and Conditions according to which “Foyzo reserved the right that, in case the obligations undertaken by the Seller in accordance with the Terms and Conditions are not respected by the latter and such cause negative effects on the activity and image of Foyzo, to forbid the Seller’s access to his account on the Foyzo Marketplace Platform”.

In the event that certain actions by Sellers, undertaken on the Foyzo Platform, may lead to a higher risk of exploiting Customers, abusing and/or misleading them, such actions are not only harmful to Customers, but undermine the trust of Customers in the Foyzo Platform. In this context, Foyzo, in order to safeguard the interest of Customers and to protect the reputation of the Foyzo Platform, can, depending on the severity and / or the number of violations, undertake the following measures:

• losing the first position on the product page and including the offer in “Other offers”;
• Blocking the Product / Products;
• Temporary Suspension;
• Inactivation of the Seller.

The following practices are examples of practices that, may be considered as unfair and harming the Customers and/or the Foyzo Platform:

• Establishing a reference or selling price significantly (unjustified) higher than the one recently practiced or a price that has been increased successively significantly at short intervals without apparent objective justifications (for example, situations of exploitation of product crises, situations of force majeure (war, epidemics, etc.) or other situations where, without explanation, successive price increases are perceived by customers / consumers as abusive);
• Imposing transport fees that are obviously disproportionate to the type of product and service requested. Foyzo will take into account the current rates charged by the couriers as well as the perception (feedback) of the Customers regarding the respective transport tax and the extent to which it is perceived to have violated a fair pricing policy.

In addition, the following practices are examples of practices that may be considered as harming the Customers and/or the Foyzo Platform as a result of being misleading and/or abusive:

• misleading displays by referring to certain promotions or commercial discounts where no genuine advantage is given to Customers, including in view of prior prices of the relevant products or services;
• promotion of products or services accompanied by other services and products promoted as free, although they are granted free as a result of legal obligations;
• providing misleading or harmful information to morals, ethics or respect for society in general (for example, it will not be allowed to supply anti-ethnic products, etc.);
• selling a package consisting of several units of the same product, respectively from different products at a price per unit, where the package price is higher than the individual selling price of the unit, respectively of the product;
• promoting products in a misleading manner that violates applicable consumer protection rules or that infringes the intellectual property rights of Foyzo or other third parties.

Affidavit on identification data of the company

I hereby state that the information filled in the registration form is in accordance with the factual situation, current, correct and complete.

I state that I own one or several offices from where business activity in relation with Foyzo is conducted, as shown in the registration form, and also the pick-up/return addresses.

I undertake to immediately inform Foyzo in case of changes regarding the data and information declared herein. Until the date of receiving such changes, Foyzo is entitled to consider the information and data in its possession as valid. Foyzo cannot be held liable for any damages caused as a result of the failure to notify the changes in a timely manner.

In accordance with the provisions of Directive 2019/2161 as regards better enforcement of Union consumer protection rules and modernisation of those rules, the company’s status is: merchant*.

* The status of merchant defines the natural or legal person who carries out commercial transactions and aims to make a profit.

Self-certification according to Regulation (EU) on a Single Market for Digital Services (Digital Services Act)

I hereby declare under my sole responsibility, and I guarantee that:

• the products and/or services that I will sell through the Foyzo Marketplace platform, comply with the applicable legislation in the European Union;
• I am responsible for the accuracy of the provided information.

I also understand that the retrieval of the information mentioned in this statement, as well as their processing and display on the Foyzo Marketplace platform, will be done in accordance with the provisions of the Digital Services Act.

I confirm that this statement is valid for the entire duration of the contractual relationship.