Terms and conditions

GIVEN THAT

IDT S.p.A., with registered office in Turin, Via Varallo 24/b, Tax Code – VAT No. 10010450012 represented by its pro tempore legal representative (hereinafter “IDT”) has created and is the owner of a site for online product sales and Dropshipping supply service under the www.bdroppy.com domain (hereinafter “BD Main Domain”).

IDT intends to offer the BD Main Domain regularly registered user (hereinafter “User”) who regularly pays the price (hereinafter “Price”) a service where the User can sell IDT products online from a catalog (hereinafter “Catalog”) via Dropshipping (hereinafter “Service”).

Now, therefore,

THE PARTIES HEREBY AGREE TO THE FOLLOWING

The User’s request to activate the Service is equivalent to a proposal. The User will register at the BD Main Domain in the manner and under the terms indicated in Annex A. He/she will choose the desired Service and accept the conditions of this contract by ticking the acceptance boxes, also with reference to the provisions of Art. 1341 and 1342 of the Italian Civil Code. It is understood that the registration is subject to electronic acceptance by ticking the terms and conditions of this contract.

The User’s proposal will be considered accepted and, therefore, the contract concluded when IDT activates the Service. This will take place upon verification of the User’s regular registration at the BD Main Domain and the successful completion of the Price payment as detailed in Annex A. By registering, requesting Service activation, and granting permission upon clicking the acceptance button, the User states that he/she has read and accepted any content from this contract, also with reference to the provisions of Art. 1341 and 1342 of the Italian Civil Code.

It is understood that the conclusion of this contract between the User and IDT will only occur electronically. This will be done via the electronic acceptance of such conditions through the point and click procedure on behalf of the User at the BD Main Domain.

The User may pay the Price through the methods indicated under “Subscription Types”. The User will do all that is necessary to guarantee successful payment.

If due payment fails, then IDT reserves the right to suspend the provision of the Service until fulfillment.

The User is not bound by any non-competition deal and, therefore, may directly or indirectly sell products that compete with IDT. The User does not possess any exclusive rights to the IDT product. It is understood that IDT is free to trade with the end customer, both online and offline, and directly or through agents, other collaborators, or intermediaries.

In any case, IDT cannot be held liable for products sold by the User that do not fall within the IDT-offered Catalog on its User Domain.

The User may utilize IDT trademarks or third-party trademarks with a purely descriptive function to indicate the industrial origin of the product and to guarantee originality. IDT does not authorize the use of logos, symbols, or other distinctive signs involving the exclusive ownership of IDT or third parties. 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.

The User shall hold harmless and indemnify IDT from any claim, damage, liability, cost, charge, and expense. This includes any legal fees arising from any breach the User may make against the obligations outlined in this contract.

The Service is expected to last 1 or 12 months starting from the User’s activation date. The Service will be renewed automatically for the same period. 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.

“The IDT-offered service consists of making available, via download or plugin, the information relating to the products offered for sale on www.bdroppy.com.

Sales between IDT and the User will be subject to the general IDT sale conditions regulated by this contract.

This contract shall be governed by Italian law.

All disputes deriving from this contract or related to it, both contractual and non-contractual, will be settled definitively and exclusively by the court where IDT’s offices are located.

This contract replaces and supersedes any previous agreements, written or verbal, between the parties on the subject matter hereof.

Any amendments or additions must be made in writing, failing which they are void.

This agreement is non-transferable, in whole or in part, unless otherwise agreed upon among the Parties in writing.

IDT’s Dropshipping service cannot be resold to third parties.

Failure to exercise a remedy in the event of a breach by the counterparty of this contract or a right does not constitute a waiver to exercise this remedy or right in the future.

The conditions and the annexes are an integral part of these Dropshipping Terms of Service.

1. Service Cost

The Dropshipping service can be activated in the following ways:

DROPPYFILE – File download (xlsx, csv, xml, json): 69 € / month – 690 € / year

DROPPYPRO – 1 integration (1 list and 1 channel): 99 € / month – 990 € / year

DROPPYPLUS – 3 integrations (3 lists and 3 channels): 159 € / month – 1590 € / year

The cost of the service is not refundable, in accordance with the European Consumer Rights Directive

Service activation occurs within 24 hours of payment receipt.

The User can pay for the service through credit card (Stripe).

The service will last 1 or 12 months, depending on the selected plan.

The User can modify the service subscription plan directly from his/her profile in the “Plan&Prices”.

To deactivate the service, simply contact us and request for the deactivation.

2. Service Content

Once the chosen plan has been activated, the User can select the products for one or more lists, subsequently integrate them to the selected channel/s or download the files in the desired format: (XLSX, CSV, XML, or JSON) in the “Manage import lists” area

The file contains the previously selected products

For each product it itemizes:

Brand

Product code (SKU)

Barcode

Made in

Stock availability

3. Orders and Shipments

For the plan that only allows the files download, the user can place orders on Bdroppy in manual mode.

For the plan with one or more integrations, the transmission of orders from the user e-shop to Bdroppy will take place automatically via Plugin.

The User commits to placing an order on Bdroppy only after the end user confirms a purchase on the User’s e-shop.

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.

Bdroppy Dropshipping service allows the User to:

ship orders to final customers via IDT courier*; by activating the “Dropshipping Shipments” option in the Catalog Settings
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 by deactivating the “Dropshipping Shipments” option in the Catalog Settings

IDT delivers the products directly to the end customer in the countries and at the costs indicated in the “Shipping Costs” section within the Dashboard

Packages sent to the end customer do not contain any reference to Brandsdistribution.com.

For all non-EU countries to which IDT does not provide shipments to the end customer, cumulative orders with a minimum worth of €1,000 are a requirement. The User may request IDT courier quotes or manage the pickup via his/her own courier.

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.

4. Product Payment Terms

Once the end customer has purchased the product on the User’s e-shop, the User must then create (or it will be automatically generated) the order on the Bdroppy platform by entering his/her billing information and the shipping details of the end customer (or another address where he/she wishes to receive the goods). If payment is not made within 24 hours, then the order expires.

Orders can be paid by credit card (Stripe)

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 through 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 Bdroppy profile, yet are not valid for tax purposes.

5. 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 “Dashboard” 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 through 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.

Bdroppy 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

DROPPYFILE – File download (xlsx, csv, xml, json): 69 € / month – 690 € / year

DROPPYPRO – 1 integration (1 list and 1 channel): 99 € / month – 990 € / year

DROPPYPLUS – 3 integrations (3 lists and 3 channels): 159 € / month – 1590 € / year

Manual export tool of the catalog in xlsx, csv, xml and json format

Integrations of your choice between Woocommerce, Prestashop, Amazon, Ebay, (Facebook and Shopify coming soon)

Stock updates available every 5 minutes

Product descriptions in 18 languages

High resolution product images

Editorial images for marketing campaigns

Tutorials and sales advice

ANNEX B – Appointment of the Data Processor

BETWEEN

The Client – the Controller –

AND

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:

customers

potential customers

subscribers

employees and partners

officers

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.

Confidentiality

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. Sub-tasks

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:

	A	B	C
1	DHL	ITALY	TRANSPORTS
2	DEUTSCHE POST GLOBAL MAIL	GERMANY	TRANSPORTS
3	BXB s.r.o.	CZECH REP.	TRANSPORTS
4	DHL supply chain SPA GLOBAL MAIL	ITALY	LOGISTICS
5	TPL	ITALY	LOGISTICS
6	ZERO11	ITALY	DATABASE MANAGEMENT
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. Liability

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.