TERMS OF THE DROPPYBRANDS SERVICE
IDT S.p.A., hereby represented by its pro tempore legal representative, having its registered office in Via Varallo 24/b (Turin), C.F.-P.IVA 10010450012 (hereinafter, “IDT”), created and is the owner of a website for online sale of products and for the supply of the dropshipping service, whose domain is www.droppybrands.com (hereinafter “DB Main Domain”)
IDT wants to offer users regularly registered on the DB Main Domain (hereinafter, “User”), under regular price payment (hereinafter, “Price”), a membership service giving the User the opportunity to sell online IDT products supplied in dropshipping (hereinafter, the “Service”) listed in the catalogue (hereinafter, the “Catalogue”), through an e-commerce ready for use with a domain owned by the User, created by IDT and integrated with the dropshipping service provided by the latter (hereinafter, the “User Domain”)
In light of the above,
THE FOLLOWING IS AGREED
1. The User’s request to activate the Service amounts to a proposal. The User shall register on the DB Main Domain, within the manner and the terms established in Annex A, choosing the desired Service and accepting the conditions of the present contract by ticking the acceptance box, also in relation to the clauses under articles 1341 and 1342 Italian Civil Code. It is understood that the registration is subject to the electronic acceptance through the ticking of the present contract terms and conditions.
The User’s proposal will be deemed to be accepted, and thus the contract concluded, at the moment of the Service activation by IDT, which will happen upon verification of the User’s regular registration on the DB Main Domain and the success of the Price payment, as detailed in Annex A. By registering, requesting the Service activation and accepting by clicking on the acceptance button, the User declares to have read and to accept all contents in the present contract also in relation to the provisions under articles 1341 and 1342 Italian Civil Code.
It is understood that the present contract between the User and IDT will be concluded only in digital form by accepting the present conditions through the electronic point-and-click procedure by the User on the DB Main Domain.
2.The User may proceed with the Price payment through the modes indicated in Annex A. The User undertakes to adopt all necessary measures to ensure the successful outcome of the payment.
In the event that the payment of the amounts due to IDT is not successful, IDT reserves the right to suspend the Service supply until the moment of the effective payment.
The User is not bound by any non-competition obligation and therefore is entitled to directly or indirectly handle competitor products other than IDT’s. The User does not enjoy any exclusive rights for IDT’s product. It is understood that IDT is free to handle the online and offline sale with end customers directly or through agents, other partners or intermediaries.
In any case, IDT may not be considered responsible for products, sold by the User on his own User Domain, which are not listed in the Catalogue proposed by IDT.
The User may use trademarks owned by IDT or by third parties with a mere descriptive function necessary to indicate the industrial origin of the product and ensure its originality. IDT does not authorize the use of logos, symbols or other distinguishing marks exclusively owned by IDT or by third parties. It is understood that IDT cannot be deemed responsible for the eventual misuse of such logos, symbols, marks or other distinguishing signs by the User.
5. The User shall hold IDT harmless and shall indemnify it from any kind of claims, such as damages, liability, costs, burdens and expenses claims, including eventual legal fees, deriving from any User’s non-compliance with obligations under this contract.
6.IDT undertakes to provide the User with an efficient hosting service appropriate for the activity carried out on the User Domain. It is understood, however, that IDT cannot be deemed responsible for eventual problems linked to the hosting service that do not depend on its own non-compliance or negligence.
IDT undertakes to provide the User with a working e-commerce website equipped with installed plug-ins. It is understood, however, that IDT cannot be deemed responsible for eventual malfunctions of such plug-ins or of other external ones installed by the User, which turn out to be incompatible with those installed by IDT. Technical management is entrusted entirely to the User.
IDT undertakes to deliver the e-commerce site within 15 working days upon receipt of the form correctly filled out by the customer and to provide with free assistance for malfunctioning related to the e-commerce website reported by the User via ticketing system within 7 working days from the time of the communication of the website activation by IDT. Beyond this term, IDT’s assistance shall be paid in accordance with the tariffs set out in Annex A.
7. The Service has a minimum duration of 12 months and starts running from the date of its activation by IDT. The Service will automatically be renewed for the same period unless cancellation at least 1 month in advance before the expiration of the Service. It is understood that the User will have to pay the current Price at the time of each renewal.
Should the User send the cancellation notice in the manners and within the terms above, he will be entitled to choose whether to de-activate the Service integrally or keep the e-commerce while ceasing to benefit from the dropshipping service offered by IDT paying IDT € 150 per year for the maintenance of Hosting and / or Domain
8. It is understood that IDT, in any case and at any time, may terminate the present contract and interrupt the Service, by means of an e-mail notice to the address provided by the User, who will not have the right to any compensation or reparation. In case of termination of the contract by IDT, the Price eventually paid for the period during which the Service will not be used will be reimburse to the User.
9. The Parties reciprocally ensure the respect of any norms related to personal data process. The personal data provided will be processed exclusively for the pursuance of contractual purposes.
By registering and accepting the present contract as outlined above, the User gives his consent in order for IDT to process his personal data, provided at the time of registration and of the Service request, and to transfer the User via e-mail any communications relating to the execution of the present contract, to the Service and to the promotion of the Catalogue products.
10. The sales between IDT and the User will be subject to IDT’s general sale conditions provided on the website www.droppybrands.com.
11. The present contract is governed by Italian law
12. All disputes arising out of or in connection with the present contract, both contractual and noncontractual, shall be exclusively and finally settled by the competent Court of the place where IDT has its registered office.
13. The present contract repeals and replaces any other precedent written or verbal agreement, eventually entered into force between the parties on the matter covered by the contract.
14. Any amendment or integration shall be made in writing, otherwise they should be void.
15. The present contract cannot be transferred, in whole or in part, unless previously agreed in writing by the parties.
16. In the event of non-compliance with the present contract by the other party, the failure to exert a remedy or a right shall not constitute waiver to exert such remedy or right in the future.
17. The Whereas and the Annexes shall be considered a constitutive part of the present Terms of DroppyBrands.
18. The service is not refundable
Description of the main features available for the User:
- Website created through the WordPress platform with Woocommerce Plugin, integrating the Catalogue of products offered by IDT S.p.A.
- One language (to be chosen among the 18 available on www.brandsdistribution.com)
- One currency
- Responsive Layout: adequate for both the Desktop and the Mobile versions
- compatible with all Browser typologies
- Mailchimp Plugin installation
- Elementor Pro Plugin installation
- Link to social webpages
- Automatic synchronization of orders
- Only for PRO plan: integration with a channel of your choice between Amazon and Ebay
The hosting provided by IDT S.p.A. through third parties includes:
- Basic hosting for BASIC plan (high performance for PRO plan)
- PHP process up to 512MB with spike for 100%
- 20 GB of storage per BASIC plan (50 GB per PRO plan)
- 1 e-mail box for BASIC plan (3 e-mail boxes per PRO plan)
- Classic tld domain.
- Fast and safe shipments to the end customer
- Catalog of thousands of fashion products integrated and ready for delivery
- Images and graphics for your marketing campaigns
- Selling tips
Within 48h working for BASIC plan, within 24h PRO plan
Methods of payment
- The payment of the subscription can be made in a single solution or by monthly fee by credit card.
The products are divided in goods categories, the User may decide which one to publish.
Minimum suggested marginality
It is the minimum marginality suggested to the User on sold products
Technical intervention request
€ 199 / 4 hours maximum
Following the purchase of one of the plans, the User will receive by email the request to fill out a form and shall communicate to IDT, with the request of the following information in order to be able to start processing the site of the User::
- Name of the User Domain whose activation is requested;
- if he has already registered a domain, he shall specify the Domain provider, user and password;
- website logo;
- Description of the activities that he wants to carry out for the “About us” webpage.
Important: without the correct and complete compilation of the form, IDT staff will not be able to proceed with the processing of the site purchased by the User. The 15 working days are intended starting from the receipt of the complete and correct compilation of the above form.
Dropshipping – Terms and Conditions
- The Service has a minimum expected duration of 12 months starting from the User’s activation date. The Service will be renewed automatically for the same period unless disabled by the User. It is understood that the User must pay the current Price upon each renewal.
Under any circumstances and at any time, it is understood that IDT has the right to withdraw from this contract and interrupt the Service. This may be done via e-mail to the address provided by the User who will not be entitled to any indemnity nor compensation. In the event of IDT’s withdrawal, IDT will reimburse the User for the paid and unused period of Service, if any.
- The Parties mutually guarantee to comply with any regulation regarding the processing of personal data. The personal data provided will be used exclusively for fulfilling contractual purposes.
- By registering and accepting this contract as indicated, the User also authorizes IDT to process the personal data provided upon registration and as requested by the Service.
The User, as owner of the data of his/her customers, appoints IDT as the data controller with reference to the end users’ data. These data are sent to him/her in order to perform the Service by signing the contract as per the “Appointment of Data Processor” Annex B.
IDT’s Dropshipping service cannot be resold to third parties.
The product price is the same price found in the Brandsdistribution.com catalog, VAT excluded.
DroppyBrands.com does not withhold any percentage of the product sale.
In order to oversee collaboration with the different brands, IDT recommends selling prices (suggested_price) and suggests not going below 30% of the net margin.
IDT supplies advertising material for sponsoring the products on sale. However, it is forbidden to use the registered logo or trademark without the brand owner’s authorization. It is understood that IDT cannot be held liable for any improper use of such logos, symbols, labels, or other distinguishing signs by the User.
Orders and Shipments
Through the integration between the User’s site and Brandsdistribution.com, the order received and paid on the User’s site will be automatically transmitted to www.brandsdistribution.com through the account created and provided on delivery of the site.
This order is then “booked” and awaits payment.
Any changes/cancellations are accepted only if the order has a “booked” status.
Once payment has been confirmed, the order is processed and conveyed to logistics. It is therefore no longer possible to make changes/cancellations.
If the shipment fails due to an incorrect address or refusal by the end user, then a credit note and the resulting credit net of shipping costs will be issued.
Brandsdistribution Dropshipping service allows the User to:
- ship orders to final customers via IDT courier*;
- manage packaging and shipping independently; in this case, cumulative orders (min. 1.000€) are a requirement. These will be shipped to the User’s own logistics via IDT courier or the User’s own courier.
*IDT delivers the products directly to the end customer in the following countries at the following costs: https://droppybrands.com/spedizioni/
Packages sent to the end customer do not contain any reference to www.droppybrands.com.
Shipping costs are always to be paid by the User. Extra-EU shipments may incur customs duties and fees upon regulations of the goods’ destination country. The User is invited to contact his/her local customs office for further information.
Product Payment Terms
The payment of the orders in the booked status have to be done within 24 hours from the creation of the order, then the order expires.
Orders can be paid by credit card (Stripe) and PayPal.
The order will be automatically confirmed in case of existing credit on the User’s profile. If the credit does not cover the entire cost of the order, then the payment of the missing amount will be required. Warning: in case of order cancellation based on credit, please ask for your credit back on order unfulfillment via contact form.
A cumulative invoice is issued for all confirmed or paid orders at the end of each day. The User can download it from his/her profile page. For Italian customers: the electronic invoice will be duly sent to the SDI who will arrange for it to be delivered to your electronic inbox (certified e-mail address or recipient code). Invoices are also available on the User’s Brandsdistribution profile, yet are not valid for tax purposes.
Post-sales and Product Return Policy
The User can request a return within 20 days of receiving the order for the following reasons: if he/she dislikes the product; if the product is too big/small, damaged, does not correspond to the product ordered, or if it is not actually in the package or otherwise.
The User must follow these instructions to start the return request:
- Access the www.droppybrands.com “Profile” followed by the “Orders” section
- Select the order to be returned
- Click on “Request Return” for the product that the Customer wants to return and select the reason from the drop-down menu, then click on “Make Request”
- An e-mail enclosed with the instructions will arrive within 24 hours (please check the Spam or Promotions boxes)
- Send the instructions to the end customer
- Return the product within 15 days of receiving the e-mail
IDT reserves the right to not reimburse in the following cases:
- The product is damaged or the original packaging (shoe box, sunglasses case, dust-proof bag) is missing or damaged.
- Return code and/or order number are missing
- Unauthorized or after return deadline
The shipping, return costs and customs duties are to be paid by the User unless otherwise instructed.
Also, in the case of flawed or non-compliant products, a return request must be made as indicated above. The damage must be described in detail and photos must be attached demonstrating its extent within and no later than 20 days from receipt of the order. Please send all details to the appropriate contact form.
The refund is provided in credit form on the User’s profile within a maximum of 10 working days from receipt of the product. The credit is visible at the bottom of the User’s profile account page.
The credit is automatically deducted when a new order is placed.
The credit is available for 2 years following the issuance of the credit note.
Brandsdistribution does not exchange goods. It is necessary to make a return request for the product that the User wishes to return and create a new order deducting any credit charged on the User’s profile.
ANNEX A – Subscription Types
|MONTHLY RECURRENCY||150€+49€/MONTH (min. 12 months)||300€+99€/MONTH (min. 12 months)|
ANNEX B – Appointment of the Data Processor
The Client – the Controller –
IDT S.p.A., with its registered office in Torino, via Varallo 24/b, C.F. – P.IVA 10010450012 – the Processor
1. Object, duration, processed personal data
1.1. The Processor will carry out the following activities: management of shipments to the addresses communicated by and on behalf of the Controller.
1.2. The duration of this appointment is equal to the duration of the main contract.
1.4. The categories of processed personal data are the following:
- fundamental personal data
- contact details
- contractual data
- purchase history
- billing and payment information and accounting data
- others: …………………………………………….. [specify]
1.4. The personal data collected and processed relate to:
- potential customers
- employees and partners
- agents and representatives
- contact point people
- others …………………………………………….. [specify]
2. Processing within the UE and the EEA
2.1. The operations of data process regulated by the present appointment contract will be carried out within the European Union (EU) or the European Economic Area (EEA). Any data transfer to a third country outside the EU or the EEA is subjected to prior written authorization by the Controller and can occur only according to specific conditions set out under articles 44 et seq. GDPR
2.2. The legal basis for the transfer under the GDPR are:
- an adequacy decision by the European Commission (art. 45 par. 3)
- binding corporate rules (art. 46 par. 2 point b) and art. 47)
- standard data protection clauses (art. 46 par. 2 points c) and d))
- codes of conduct (art. 46 par. 2 point e) and art. 40)
- a certification mechanism (art. 46 par. 2 point f) and art. 42)
- others: …………………………………………….. (art. 46 par. 2 point a), par. 3 points a) and b))
3. Technical and organizational measures
3.1. The Processor ensures the security of processing pursuant to articles 28 par. 3 point c) and 32 GDPR, in particular pursuant to article 5 paragraphs 1 and 2 GDPR. Such measures must ensure the security of data and a level of protection appropriate to the risk for confidentiality, integrity, availability and resilience of the systems. Pursuant to article 32 par. 1 GDPR, the state of the art, implementation costs, nature, object and purposes of processing, as well as the probability of a violation of personal data and the seriousness of the risks potentially deriving from it to natural persons’ rights and freedom, should all be taken into account.
3.2. The technical and organisational measures are subjected to technical and technological development and progress. Therefore, the Processor may adopt alternative measures adequate to the changed technological context. In such cases, the level of processing security cannot be reduced. Any substantial modification must be documented.
4. Rectification, restriction and erasure of data
4.1. The Processor cannot, rectify, erase or restrict the processing of the data assigned by the Controller on his own initiative, but only upon documented instruction by the Controller.
4.2. Should a data subject contact directly the Processor with regard to a question of processing rectification, erasure or restriction, the Processor shall forward such a request immediately to the Controller. The erasure, rectification, portability and access requests shall be processed without undue delay on the basis of the Controller’s documented instructions.
5. Warranties and other Processor’s obligations
In addition to the provisions of the present contract, the Processor is bound to respect all legal requirements outlined in articles 28-33 GDPR. To this end, the Processor ensures to comply in particular with the following conditions:
- Appointment of a Processor for the Protection of Personal Data (Data Protection Officer, DPO)
The current DPO is: Ida Tafuri
The Processor will communicate without undue delay every DPO change to the Controller.
The processing activity regulated by this appointment contract will be carried out only by employees, partners or appointed people previously instructed by the Processor on the correct processing of personal data and contractually bound by the obligation of confidentiality under articles 28 par. 3(b) and 32 GDPR. The Processor, as well as any other person under his authority and able to access to personal data, shall not process personal data unless instructed to do so by the Controller, not even through the present appointment, unless expressly provided by the law.
- Technical and organizational measures
Implementation and respect of adequate technical and organizational measures in the context of the present appointment contract, pursuant to what specified under article 32 GDPR. The Processor controls periodically the internal procedures and the technical and organizational measures to ensure that the processing within his competent area is compliant with the legal requirements under the discipline of the protection of personal data and data subjects’ rights. The Processor ensures to the Controller the verifiability of the technical and organizational measures among his supervisory powers as set out under point 7 of the present contract.
- Partnership with supervisory authorities
The Controller and the Processor cooperate, under request, with the supervisory authority. The Controller is immediately informed of all inspections and the measures executed by the supervisory authority, in so far as they refer to activities carried out according to this contract. This is true also in case the Processor is subject to or involved in an investigation by a competent authority with regard to a violation of any provision relating to personal data processing occurred in activities pursuant to the present contract. In so far as the Controller is subject to investigation by the supervisory authority, administrative pecuniary sanctions, precautionary measures or criminal proceedings, claims by data subjects or by third parties, or any other legal actions relating to the data processing by the Processor pursuant to the present appointment, the Processo shall do everything possible to support the Controller.
6.1. the Processor may delegate part of processing activities regulated by the present contract to further Sub-processors, who shall be subject to the contractual obligations set out under article 28 par. 4 GDPR where provided by the law.
6.2. The Processor appoints from now the following Sub-processors, provided that contractual agreements complying with what required under article 28 par. 2-4 GDPR are concluded:
|2||DEUTSCHE POST GLOBAL MAIL||GERMANY||TRANSPORTS|
|3||BXB s.r.o.||CZECH REPUBLIC||TRANSPORTS|
|4||DHL supply chain SPA GLOBAL MAIL||ITALY||LOGISTICS|
|7||Poste Italiane SpA||ITALY||TRANSPORTS|
|8||FEDEX EXPRESS ITALY S.R.L.||ITALY||TRANSPORTS|
6.3. The transfer of data to a Sub-processor may occur only upon satisfaction of all abovementioned conditions for Sub-processors appointment.
6.4. The Processor is integrally responsible for the appointed Sub-processors’ conduct. Any modification to the Sub-processors list must be communicated to the Controller without undue delay, giving the latter the right to object to it. In case of objection, the Processor has the right to withdraw from the contract with the Controller without prior notification.
6.5. In particular, should the Sub-processor work outside the EU/EEA, the Processor shall ensure with adequate means the respect of EU law on personal data protection, as described under point 2 of the present contract.
7. Controller’s supervisory power
7.1. In coordination with the Processor, the Controller has the right to carry out inspections or have an auditor, instructed on each occasion, carry them out. The auditor shall have the right to assess the Processor’s compliance with the present appointment contract as far as it concerns his own entrepreneurial activities, by means of random checks, which shall be communicated in advance as a general rule.
7.2. The Processor shall allow the Controller to verify his compliance with his obligations, as set out in article 28 GDPR. Upon request, the Processor shall provide the Controller with any necessary information as well as, in particular, with evidence of the adoption of technical and organizational measures.
7.3. The evidence of the adoption of such measures, which may refer also to activities other than those falling within the scope of the present contract, may be provided also by means of
- compliance with approved codes of conduct pursuant to article 40 GDPR;L
- certifications issued according to an approved certification mechanism pursuant article 42 GDPR;
- current auditors’ certifications, reports or extracts of reports written by independent organs. (e.g. auditors, personal data protection officers, IT security department, data protection auditors)
- Adequate certifications issued by IT security or personal data protection auditors.
7.4. The Processor may charge the Controller a reasonable remuneration for the inspections execution.
8. Controller assistance
8.1. The Processor shall assist the Controller in carrying out his obligations relating to the personal data security, in reporting data breaches, in the impact assessments on the data protection and in the pre-emptive consultations referred to in the articles from 32 to 36 GDPR, also
- ensuring adequate protection standards by means of technical and organizational measures, taking into account nature, circumstances and purposes of processing, probability of data breaches and of the seriousness of the risks deriving from it for natural persons
- ensuring the immediate detection of infringements
- reporting without undue delay any data breach to the Controller
- assisting the Controller in processing data subjects’ requests to exert their rights
8.2. The Processor may request a reasonable remuneration for the assistance services that are not included in the description of the services and that are not due to errors attributable to the Processor.
9. Controller’s executive powers
9.1. The Processor shall process no personal data pursuant to the present appointment if not under the Controller’s instruction, unless he is bound to do that under the law of the EU or of Member States.
9.2. Should the Controller ask for a modification of the personal data processing envisaged in the documented instructions pursuant to point 2, the Processor informs immediately the Controller if he considers that such modification could entail a violation of the provisions on data protection. The Processor may abstain from carrying out any activity that could result in such a violation.
10.1. Each party of the present contract undertakes to compensate the other for damages or expenses deriving from his own negligent non-compliance with the present contract, including any negligent non-compliance committed by his own legal representative, Subprocessors, employees or other agents. Furthermore, each party undertakes to indemnify the other from any claim by third parties deriving from or relating to any negligent violation committed by the other.
10.2. It remains unchanged the requirement under article 82 GDPR
11. Destruction or returning of personal data
11.1. The Processor does not create copies or duplicates of data unbeknownst to and without the Controller’s consent, except for security copies, in so far as they are necessary to ensure the ordered processing of data, as well as for the data whose storage is required by the law.
11.2. Upon the conclusion of the service supply, the Controller may choose to have the Processor erase or return all personal data collected and processed pursuant to the present appointment, in compliance with data protection, unless the applicable legal provisions do not require further conservation of personal data. In any case, the Processor may keep all information necessary to demonstrate the ordered and conformed execution of the processing activities also beyond the termination of the contract, in accordance with the storage period prescribed by the law.
11.3. The documents used to demonstrate an ordered processing of data pursuant to the appointment contract shall be stored by the Processor beyond the duration of the contract in compliance with the respective storage period. The Processor may give such documents to the Controller at the end of the duration of the contract to discharge himself from such contractual obligation.