General Terms and Conditions of Use of the e-commerce
Platform Open Mould
A) Field of application
a) The present Conditions of Use ("General Conditions") define the general terms and conditions of use of the access services to the e-commerce platform B2B called Open Mould ("Platform"), offered by International World Wide Consulting Ag ("Company"), with registered office in Lugano (CH) 6900 Via Emilio Bossi n. 1, VAT number/ fiscal code: CH411199095, accessible at the Website www.openmould.com ("Website") and its extensions available through mobile devices.
b) Before using and registering at the section of the Website that offers B2B services, users must carefully read these General Conditions. The General Conditions do not include any notice, legal notice or information, available on the Website about the services offered and the terms called through links to this page.
c) By accessing the services offered by the Platform users through special flags on the acceptance of the General Conditions of Use of the Open Mould Platform, the Non-Disclosure Agreement (NDA), the Privacy and Cookie Policies, declare and agree with the above conditions and undertake, to that end, to comply with the provisions thereof.
d) These General Terms and Conditions are subject to the Italian law only, precisely because the users who access the services offered by the Platform are mainly community subjects.
1.1. according to and for these Terms and Conditions, the expressions and terms listed below will have the following meanings:
"General Conditions": these General Terms and Conditions of Use, their premises, and the Annexes, which form an integral part thereof;
"Company": International World Wide Consulting Ag, with registered office in Lugano (CH) 6900 Via Emilio Bossi n. 1, VAT number/ Fiscal code CH411199095, owner of the B2B e-commerce software called Open Mould;
"Platform": the B2B e-commerce software called Open Mould dedicated to companies operating in the field of plastic molding accessible through the Website www.openmould.com;
"Website": the Website accessible at the Website www.openmould.com and its sub-domains;
"Services": the B2B services offered through the Platform that are the subject of the general conditions;
"Types of services": services offered by the Platform allow Access to the different features through versions OPEN and PREMIUM as per art. 9;
"Account": the reserved part of the Website, accessible to Registered Users through the use of Credentials.
"Credentials": the user ID and the password chosen by the Registered User at the time of registration on the Platform;
"Buyer": any legal entity validated and registered by the Platform, with an Account, operating in the field of plastic molding, that through the Platform can choose the Supplier to which entrust the production of its products according to these General Conditions;
"Supplier": any legal entity validated and registered by the Platform, with an Account, which carries out the activity of supplying molds and equipment used by companies operating in the field of plastic molding, that through the Platform itself offers its production products of the Buyer interest, according to these General Conditions;
"Validation of registration form": validation confirmation sent by the Platform to the Buyer and the Supplier, following the registration request, as per art. 3.7.;
"Registered Users": the User's legal entities with an Account that have completed the registration on the Platform and to which the registration form validates as per art. 3.7.;
"Business Users": the User's physical persons who act in the name and on behalf of Registered Users who are enabled to use the services offered by the Platform;
"RFQ": the request of quotation published on the Platform by the Buyer;
"Dashboard": an overview of the activities allowed by the Platform to Buyers and Suppliers ( e.g., the current RFQ, drafts of the RFQ, favorite Supplier, as well as current Offers, drafts of the Offers and famous Buyers);
"Quotation": the price indicated by the Supplier following the Buyer's RFQ;
"Tender": meeting between the requests of Buyers (RFQ) and the offers of Suppliers allowed by the Platform;
"Confirmation of the tender result": the tender outcome is the confirmation sent by email from the Platform to the Suppliers, as per art. 9.4.1.
2. Review and integrations to the General Conditions
2.1. The Company reserves the right to modify, supplement and cancel, in whole or in part, the Services offered by the Platform and these General Conditions, as well as any ancillary documents to them to provide new services or to adapt to market needs or legal and regulatory provisions. In this case, such contractual changes will be made known through the publication of a notice on the Website Homepage.
2.2. Therefore, the Registered User and the Business User undertake to regularly check the General Conditions and expressly agree that the use of the Platform, following the notification of the above variation, represents an unequivocal manifestation of their acceptance.
2.3. If a Registered User does not intend to accept the changes made by the Company, he will have the right at any time to request the cancellation of his Account by following the procedure available on his area of the Website or by sending an email warning to firstname.lastname@example.org with the subject "Account Cancelation."
3.1. Account – To use the Services offered by the Platform, you must register and then create your Account ("Account") by filling in the form of your Company.
3.3. The Account is considered personal to use the Services offered by the Platform and may not operate on behalf of other legal entities, nor may multiple Accounts be created for the same Registered User.
3.4. The Registered Users will be solely responsible for the integrity, completeness, and accuracy of such information and undertake to preserve the correctness of such information and immediately communicate to the Platform any changes. It is strictly forbidden to enter false and invented and fantasy data or data relating to third parties.
3.5. The Platform reserves the right to validate the form at the time of registration referred to in paragraph 3.1., and no liability may charge to the Platform for any errors that may contain in the tax documents and data sent by the User and provided at the time of registration that will be attributable to the same.
3.6. To complete the registration and take advantage of the services offered by the Platform, the User must attach, following the procedure indicated on the Website, a copy of the following documents:
a) business register (Chamber of Commerce registration) or VAT registration for individual entrepreneurs;
b) the Company Presentation and the logo.
3.8. If the validation procedure above is successful, the User will register ("Registered User") and will be able to access the services offered by the Platform.
3.9. In the interest of Registered Users and of the Platform to offer a high-quality service, the selection of those who can register on the Platform is accurate, and the Company reserves the right not to accept the registration request from Users who do not comply with specific criteria of honesty and commercial transparency.
4. Registered Users Account
4.1. The Registered User must maintain the secrecy and security of his email address and of the Credentials chosen when registering to the Platform and take all precautions deemed appropriate for this purpose. It is responsible for all activities that occur under their Account.
4.2. The Registered User may not disclose his Credentials to third parties who are not authorized to use the Account.
4.3. In case of tampering of the Credentials, the Registered User requires to promptly notify the Platform by sending the report to email@example.com so that you can suspend the Account and avoid unauthorized transactions, and to take all appropriate action to remedy the alleged infringement.
4.4. No charge may make to the Company for costs, expenses, or damages incurred by the Registered User for the loss of their Credentials not communicated promptly or incurred during the suspension of the Account by the Company.
5. Account usage limits
5.1. In case of a breach of General Conditions by a Registered User and a Business User, the Company reserves the right to remove or modify the contents published by them on the Platform, prevent Access to the Platform, suspend the services in the cases listed in point 9.4.
6. Content provided by the Registered User and by the
6.1. Under no circumstances may the Registered User and the Business User use a false email address or alter the truth of the contents communicated by the same.
6.2. The Registered User and the Business User will be solely and exclusively responsible for the content uploaded to the Platform, and with the acceptance of these General Conditions, declare and guarantee the following:
(i) to have all the powers to register with the Platform, use the Services offered by the Platform;
(ii) to have the property or in any case, the total availability of all rights relating to the published contents (e.g., drawings, specifications, technical specifications, etc.), trademarks, logos, as well as the full power to post them;
(iii) at the time of publication, the content and material are accurate and relevant; they do not violate the Company's guidelines and the rights of third parties.
6.3. When Registered User considers that content published on the Platform includes a defaming statement or violation of intellectual property we invite the Registered User to send an email at firstname.lastname@example.org containing the information relevant to the assessment of the case and if it founds the above breach allows the timely elimination.
6.4. The Registered User undertakes to keep and indemnify the Company from any damage, claim from anyone coming, connect with the Registered User's content and materials provided and the Business User published on the Platform. Except in cases where any liability is attributable to the failure to remove illegal content, send an email email@example.com.
7. Functioning of the Platform
7.1. The Platform is an online tool accessible entering the login Credentials on the Website as referred to in art.3.
7.2. The Platform is an online tool that allows Registered Users to manage many projects in innovative ways and with utmost safety thanks to using a system protected according to current regulations.
7.3. The services offered by the Platform are available between companies' legal entities and do not include consumers, as specified by art. 3 of D. Lgs. n. 206/2005.
7.4. The Platform offers Registered Users the possibility to conclude transactions concerning the purchase and sale of molds through the methods indicated below.
7.6. When using the Platform, Registered Users and Business Users are obliged to comply with the provisions of law, regulations, and the rules of good use of network services. To this end, they undertake not to:
- breach existing laws or simulate purchase negotiations and carry out unfair commercial conduct;
- spread computer viruses or other technologies capable of damaging the Website or the Platform;
- perform actions that may interfere with the correct use of the Platform by other Registered Users; violate intellectual and intellectual property rights of others;
- reproduce, modify or spread content published by third parties without their express approval, as well as create accounts other than their own, in the name of Company and fictitious names;
7.7. The contractual relationships between the Company and Registered Users about the services offered by the Platform are and remain relations between independent contractors. Who cannot classify within the scope of agency, distribution, procurement, or other commercial representation contracts, of the mandate, nor can such parties be considered partners of a joint venture or linked by other constraints of duration, except as provided in these Conditions.
7.8. The Company is a third party about the contractual relationships between Registered Users. In particular, the Company is not Party to the contract concluded between the Buyer and the Supplier, neither formally nor substantially. Therefore, it will explain the effects only between the above Party. No charge may make to the Company about any circumstance regarding the constitution, regulation termination of the contracts concluded between Buyer and Supplier.
8. Types and costs of the services offered by the Platform
8.1. The Platform offers to Registered Users two types of services, i.e., OPEN and PREMIUM.
8.2. OPEN Access
8.2.1. Access to the service in version OPEN is free and allows the use of all the essential functions of the Platform.
8.2.2. As remuneration for an above activity will charge a 3% fee of the value of the contract awarded by Supplier that will be invoiced as referred to in point 12.
8.3. PREMIUM access
8.3.1. Access to the PREMIUM service allows the use of more advanced features of the Platform, and for its use will be due the payment of a subscription fee.
8.3.2. As the amount of compensation for transaction in version PREMIUM the payments due for the fee subscription will determine:
in 12 installments.
- Annual subscription fee of € 3.300,00 payable in
one lump sum.
- Monthly subscription fee of € 250,00 payable in 12 installments.
- Annual subscription fee of € 2.750,00 payable in one lump sum.
- Reduction of 50% on the payment referred to paragraph 8.2.2.
(iii) Registered User as Buyer and Supplier:
- Monthly subscription fee of € 300,00 payable in 12 installments.
- Annual subscription fee of € 3.300,00 payable in one lump sum.
- in case of mold purchase as Supplier will apply a reduction of 50% on the payment referred to paragraph 8.2.2.
8.3.3. Payment methods of the fees due to the services offered by the Platform are governed by the following paragraph 11.
8.4. Assignment service of the contract as a result of tendering procedure
8.4.1. The individual Buyers will decide to which Supplier entrust the contract object of the tendering procedure after having published their request of quotation (RFQ) on the single project and received and assessed the different offers coming from the suppliers. An email will be sent by the Platform to all Suppliers informing them about the outcome of the tendering procedure.
8.4.2. The outcome of the tendering procedure referred to art. 8.4.1. will assign at the unquestionable judgment of the Buyer, who declares to indemnify the Company from any liability or claim regarding the tendering procedure.
9. Account closure and suspension
9.1. Each Registered User may, at any time and for any reason, close their Account, making a written request for cancellation in the specific section of the Platform accessible from the link https://www.openmould.com/account.
Account facendo richiesta scritta di cancellazione inviando una e-mail a firstname.lastname@example.org.
9.2. With the closure of the Account:
9.2.1. Will cancel the RFQ published by Buyer, the quotes proposed by Supplier, and any information that may disclose on the Platform on the date of cancellation of your Account.
9.2.2. Registered User will be required to pay the fees still due about the transactions concluded or in the process of being defined on the date of cancellation of the Account.
9.3. About Registered Users, the General Conditions remain valid and effective until the date of cancellation of the Account.
9.3.1. With the cancellation of the Account, the Company does not recognize any partial refund of any period not used by the Registered User relating to the use of the service PREMIUM referred to paragraph 8.3.
9.4. The Company will also have the right to suspend and interrupt the Services regarding the Registered User and prevent Access to the Account in the following cases:
(i) the Registered User has provided false, incomplete, incorrect, or misleading information (including, but not limited to, any registration data) or has put in place a fraudulent or an unlawful act;
(ii) has detected or reported unauthorized or fraudulent use of the Account associated with the Registered User or of the respective payment information;
(iii) the Registered User has a high-risk profile.
9.5. In cases referred to in paragraph 9.4., Company will inform Registered User of the suspension of the relevant Account and, where possible, before or at the latest as soon as it occurs, except where such communication is likely to jeopardize security measures or prohibits by applicable law.
9.6. The Company will reactivate the Account only if the Registered User has remedied the alleged violations within 20 (twenty) days from the date of receipt of the notice of suspension. Otherwise, the Company will proceed to the cancellation of the Registered User's Account and will give due notice in writing as provided in art. 9.2.
9.7. Request for reactivation of an Account must be made by email to email@example.com with the subject "Reactivation of the Account."
9.8. Except as specified above, if a Registered User does not use the Services offered by the Platform for at least 12 (twelve) consecutive months, the Company reserves the right, upon sending a notice by email communicated at the time of registration, to delete the account associated with that Registered User.
9.8.1. About the above forecast, the Company will recover the amounts accrued and not yet honored at the time of cancellation of the Account
9.9. In any case, the Company reserves the right to take appropriate judicial initiatives to protect its rights and interests and the rights of third parties.
10. Temporary interruption of the services
10.1. The Access to the Website or the Platform may occasionally limit Access to the Website or the Platform for maintenance or updating activities.
10.2. The Company is in no way responsible for the downtime periods of the Website and the Platform, and it excludes that it may be required to pay the Registered User any amount in any way, including compensation and indemnities, in connection with any service interruptions.
10.3. Company undertakes to do its utmost to ensure that ess to the Website, to the Platform, and the Services offered to provide without interruption and that the transmissions take place without error. However, due to the peculiarity of the activity carried out via the Internet, it cannot guarantee uninterrupted Access and incorrect information errors. In addition, Access to the Website or the Platform may suspend occasionally or restricted repair, maintenance, or the introduction of new activities or services. Such interruptions will be communicated, if possible, on the Platform.
11. Entitlement to Payment
11.1. The payments obligations concerning the OPEN services derive from the contract award as referred to in paragraph 8.2.2., as remuneration for the transactions management.
11.2. By joining the PREMIUM services derives the payment obligations as provided in art.
12.1. The Registered User is required to make the payments referred to in point 11 in the manner and timing indicated below.
12.1.1. The forms of payment accepted are: prepayment with Credit cards; Sepa Bank transfer.
12.1.2. The payment obligation regarding the OPEN and PREMIUM services used by the Registered User will carry out by the methods indicated on the invoice and the observance of current tax legislation.
12.2. The payment related to the OPEN services referred to in paragraph 8.2.2. must be made by the terms of the invoice.
12.3. The payment related to the PREMIUM services as referred to in paragraph 8.3.2. must be made in monthly or annual advance payment according to the methods indicated in the invoice.
12.4. Must make the credit card payments under the conditions specified by the payment system operator.
12.5.1. Must make payments outside the Website and the Platform, which don't handle any financial transactions of any kind. Each Party shall bear any fees as established by its payment service provider. Payments made without charging additional costs by the Company.
12.5.2. Payments made by SEPA bank transfer considers made when the sums enter the Company's bank account.
12.5.3. Will send the invoices issued by the Company electronically to the email address communicated by the Registered User at the time of registration. May make no change of tax documents after the issue of the invoices.
12.6. In case of delay in the payment concerning the agreed dates, penalty interest will charge according to Legislative Decree no. 231 of 9th October 2002. To the Company must also be reimbursed the costs incurred for the recovery of sums not promptly paid, as well as a lump sum of 250 euro to cover its administrative costs.
12.7. The Registered User is not authorized to deduce the agreed price, except by prior written agreement with the Company.
12.8. Any payment made in a different way other than mentioned above will not be considered valid by the Company.
12.9. The Company may require the immediate payment of invoices that have not yet expired if the Registered User has become insolvent or has decreased the guarantees that he had given or has not given the warranties promised with loss of the benefit of the term under art. 1186 Civil Code.
12.9.1. This contract is concluded between business entities (B2B) acting in the context of their business activities. For that reason, the Consumer Code does not apply (Legislative Decree no. 206 of 2005 and subsequent amendments and additions): therefore, there is no right of withdrawal for Registered Users.
13. Termination of the contract
13.1. The Company has the right to terminate the contract in case of non-payments as referred to in paragraph 12. In this case, the Registered User is obliged to pay the amount agreed as regards to the services completed at the time of termination of the contract, as well as the services partially used, the expenses incurred by the Company, equal to a lump sum of EUR 250 to cover its administrative costs.
13.2. The Registered User has the right to terminate the contract in case of suspension or interruption of the services for reasons not dependent on force majeure or related to the events referred to in paragraph 10 (Temporary interruption of the services). Registered User is obliged to pay the agreed amount regarding the services completed up to the time of termination of the contract. The Registered User has to pay the amount for the services partially used in connection with the service PREMIUM referred to in paragraph 8.3., without prejudice to the right of the Company to a penalty equal to the lump sum of 250 Euro to cover its administrative costs.
13.3. The penalties referrers to in paragraph 13.1. and 13.2. shall not apply where the non-compliance is due to force majeure not attributable to any of the parties.
14. Personal data processing and cookies
15.1. Once the tendering procedure finishes and the contract has awarded, Buyers and Suppliers will have the right to comment on the service offered by the Platform. Buyers will express their opinion on the experience in selecting a new supplier, identifying the most advantageous quotation, managing new projects. Suppliers will have the possibility to make assessments on sending various estimates, on the times and the updates received from the Buyers, on the opportunity to see the price of allocation of the winning offer.
15.2. To this end, each Buyer and Supplier will undertake not to post comments with illegal, abusive, obscene, intimidating, defamatory, or in violation of privacy, intellectual property rights or in any other way offensive to the Company and third parties, commercial solicitation, spread virus or any other form of spamming.
15.3. These comments will be used internally by the Company to assess the Platform's reliability offered by the Platform. The Company has the right to publish feedback regarding reviews made by Registered Users, which are visible to them when they activate the services made available on the Platform. Such feedback will not provide information on the identity of the Buyer or Supplier.
15.4. The Company reserves the right to remove or modify the published contents in violation of these General Conditions and the applicable legislation.
16. Intellectual property
16.1. All content present or made available through the Platform in the form of texts, graphics, logos, icon buttons, images, fonts and fonts, audio files, digital downloads, data and software collections, lists, or other databases, are the exclusive property of the Company and are protected by Italian and international laws on copyright, industrial law and database rights. Use of contents above cannot imply the acquisition by the Registered User of any right of ownership for the use of the contents.
16.2. It is not allowed to use data mining, robots, or similar acquisition or extraction devices to reuse any substantial part of the Website without the Company's express written consent. In no case shall the Registered User have the right to create or publish his database that reproduces substantial parts of the Website without the Company's express written consent.
16.3. It is not allowed to download and reuse texts and photographic material produced by the Company without express written consent. Any content authorized and used by the Registered User and Business User must report the owner of intellectual property, i.e., International World Wide Consulting AG owner of the trademark "OpenMould," and redirect to one of the pages of the Website.
16.4. Without prejudice to those above, unless otherwise was agreed in writing with the Company, photos, videos, other material directly created by Company for the use of the Services offered by the Platform are the exclusive property of Company.
16.5. The Company's trademarks and distinctive signs may not use in connection with products or services other than those established by the Company, in such a way as to confuse customers or in any way that may denigrate or discredit the Company.
16.6. All other trademarks not owned by the Company that appears on the Platform are the property of their respective owners, which may or may not be related to the Company and sponsored by the same.
16.7. The Registered User declares to enjoy the property or in any case the availability, of the intellectual property rights relating to the content of the material sent by the same to the Company for the use of the services offered by the Platform (e.g., drawings, specifications, technical, mathematical, photographic material, text or other contents). The Registered User guarantees that such contents do not conflict with these Conditions or with any applicable statutory provisions and that it does not in any way affect any exclusive rights of third parties and has not disclosed to them. The Registered User undertakes to indemnify the Company from any action brought by third parties against the same, in any way related to the content of the materials provided by the Platform.
16.8. The Registered User also guarantees that all Business Users or its employees, collaborators, consultants, etc. who have had Access to any of the information referred to in paragraph 16.7. are required to comply with the confidentiality obligations.
17. Limitations of liability
17.1. The Company assumes no responsibility for content created or published on third-party sites with which the Platform has a hyperlink ("link"). The Company does not control such links and is not responsible for their content or use. Links on Platform do not imply acceptance by the Company of material published on websites or a relationship between the Company and the links managers. Registered User and Business User who decides to visit a website connected to the Platform or, in any case, to the Website does so at its own risk, assuming the burden of taking all necessary measures against viruses or other malware.
17.2. Company shall not be held liable for losses that are not the result of violating these General Conditions. Company shall not be responsible for loss of commercial opportunity (profits, revenues, contracts, data, goodwill, or expenses unnecessarily incurred), for indirect or consequential loss, foreseeable or not by Registered User at the time when he began to use the Services offered by the Platform. The Company shall not be liable for any delay or failure provided under the obligations set out in these General Conditions if the delay or failure is due to unforeseeable circumstances or force majeure.
17.3. For the above purposes, shall be considered to be force majeure events that are beyond the control of the Company and that the Company could not reasonably have foreseen and avoid or prevent and that complicate the execution of the services, including and not limited to: strikes, earthquakes, war, and similar events, epidemics, etc.
18. Confidentiality provision
18.1. Any information shared between the Company and Registered Users and Business Users is qualified as confidential. Such information, therefore, cannot be disclosed to third parties unless it is already in the public domain and except as provided in the following paragraphs.
18.1.1. The Business Users, i.e., employees, consultants, etc., who act in the name and on behalf of the Registered User who is enabled to use the services offered by the Platform may have Access to the confidential information provided where they, in turn, are bound by a confidentiality agreement.
18.5. For the purposes we occupy, the following information can be classified as confidential: the transactions concluded through the Platform; the payments made; the interface of the Platform once logged in the Account technical and commercial information related to the services offered by the Platform and Registered Users and Business Users.
18.6. The Company undertakes not to reveal, through the Platform or in any other way, the identity of Registered Users and Business Users. However, the Company may communicate this information: if requested by any public authority (e.g., tax authorities, public forces, statistical agencies, etc.); where necessary for the operation of the Platform and for the execution of transactions, including the supporting credit institution used by the Company for the management of payments relating to transactions, as long as such third parties are themselves bound by a confidentiality agreement.
19. Transfer of contract
19.1. Company reserves the right to transfer, assign, dispose - without need for communication and authorization - of the rights or obligations deriving from these General Conditions.
19.2. Company reserves the right to leave the management of the Website and Platform to third parties without the need for any communication and authorization from the Registered User.
19.3. The Registered User shall not assign or transfer in any way his rights or obligations arising from these General Conditions without the written permission of the Company.
20. Electronic communications
20.1. Communications provided for and permitted under these General Conditions will make an electronic form, email, posting notices, and contacts on the Site and the Platform on which the Registered User and the Business User register. To this end, the Registered User and the Business User expressly acknowledge and agree that the notifications, information, and other communications provided in electronic form meet the requirement of written form, as required by law.
21. Applicable law and jurisdiction
21.1. These General Conditions are regulated and must interpret according to Italian law.
21.2. For any dispute arising from or related to this contract, parties must submit the dispute to the Chamber of Arbitration of Piemonte. If the dispute has not been settled in this forum 45 days of the proposal or within the different period agreed in writing, parties may refer the matter to the Court of Torino. However, in derogation of what above mentioned, the Company has the right to bring the dispute before the competent Court at the Registered User registered office or before the Court of the place where the legal person has an establishment and an authorized representative to take legal action in Court as required by art. 19 c.p.c.
22. Final provisions
22.1. The Company's unwillingness not to propose legal action against Registered Users who are in breach of these General Conditions does not constitute any form of waiver of the Company's rights or recognition of any of the adverse claims.
22.2. If any provision of these Conditions is invalid, void, or for any reason unenforceable, this condition shall not affect the validity and effectiveness of the other provisions.
Under and by articles 1341 and 1342 et seq. c.c., the Registered User declares that he has read and understood and therefore expressly approves the Articles: 2( Review and integrations to the General Conditions), 3 ( Registration ), 4 ( Registered Users Account ), 5 ( Account usage limits ), 6 ( Content provided by the Registered User and by the Business User ), 9 ( Account closure and suspension), 10 (Temporary interruption of the services ), 13 ( Termination of the contract ), 16 (Intellectual property ), 17 (Limitations of liability), 18 (Confidentiality provision), 19 (Transfer of Contract), 20 (Electronic communications), and 21 (Applicable law and jurisdiction).