USER AGREEMENT

PART I. GENERAL TERMS AND CONDITIONS FOR BUYERS


I. THE SHOPPING MALL

1. About Trulytaly

The website at www.trulytaly.com is an online shopping mall (hereinafter referred to as “Shopping Mall”) owned and operated by Truly Brothers Kft. (registered address: Stefánia út 81. II. 9. 1143 Budapest, Hungary, Trade Registration Number: 01-09-207387, EU VAT number: HU 25305924, hereinafter referred to as “Trulytaly”), a legally existing and registered business enterprise. The Website is exclusively dedicated to the online trade of ‘Made in Italy’ products and services between registered Sellers and Buyers.

The Shopping Mall enables Sellers to offer and sell Products through virtual Stores and Buyers to look around and buy Products located in the Stores, in compliance with the policies of the Shopping Mall being obligatory for Sellers and Buyers that are the followings:

Part I. General Terms and Conditions for Buyers (contracting provisions for customers)
Part II. General Terms and Conditions for Sellers (contracting terms for the Shopping Mall and the Sellers for the provision of virtual Stores)
Part III. Privacy Policy (data protection rules in connection with the using of Shopping Mall)


(the three documents above collectively referred to as: ‘User Agreement’. Each document shall be applied and interpreted in connection with each other. Thus it is very important to read carefully and understand the user agreement as the obligatory contract by and between Trulytaly and Sellers / Buyers to be aware of your rights and obligations and Trulytaly’s liability)

In other words the abovementioned means that the Shopping Mall provides Stores for Sellers to sell and Buyers to buy Products in the Shopping Mall. Trulytaly is only the owner, operator and maintainer of the Shopping Mall; the purchase and sale transactions (and so any other legal relationship directly or indirectly related to the transaction) are concluded and executed completely and directly between Sellers and Buyers.

The document hereto called the “General Terms and Conditions for Buyers” is the agreement between Buyer and Trulytaly regulating the terms and conditions for using the Shopping Mall – buying products from Sellers located in virtual Stores – that is free of charge. However this document shall be applied and interpreted in connection with the complete User Agreement.

In case of any question, the team of Trulytaly is kindly at your disposal on the following availabilities:

e-mail: segreteria@trulytaly.com
Telephone number: +36 1 4280781/82

2. Definitions

Within this document, the following words have specific meanings as follows:

1. Shopping Mall: website located at www.trulytaly.com, owned, operated and managed by Trulytaly, as a virtual shopping mall, by leasing Stores for Sellers, providing the possibility for them to offer and sell their Products for Buyers.

2. Seller: Any registered entrepreneur or business entity – in each case registered under the laws and by the authorities of Italy – creating and producing Products exclusively in the territory of Italy and selling them to Buyers in their Stores at the Shopping Mall rented as lessee from Trulytaly as lessor in accordance with the User Agreement. Thus the sales and purchase contract on the Products will be concluded directly between the Seller and Buyer and so Trulytaly shall not participate in or has no effect or influence on such transaction except for what is stipulated and agreed in the General Terms and Conditions for Sellers.

3. Buyer: any person whether legal or natural entity purchasing any Product from Sellers in Stores located at the Shopping Mall which are rented by Seller as lessee from Trulytaly as lessor under the User Agreement. Thus the sales and purchase contract on the Products will be concluded directly between Seller and Buyer and so Trulytaly shall not participate in or has no effect or influence on such transaction except for what is stipulated and agreed in the User Agreement..

4. Store: a virtual shop located at the Shopping Mall that is rented by Seller as lessee from Trulytaly as lessor.

5. Product: any goods or services itemized in a Store provided for sale by Seller. The Products must have the “Made in Italy” feature and must be in accordance with the General Terms and Conditions for Sellers. It is important to emphasize that the following goods and services are prohibited to be offered or sold:

a) not having ‘Made in Italy’ feature. A Product is only considered as “Made in Italy” if it is crafted by Italian craftsman and represents the features of typical Italian craftsmanship.

b) other products with any of the following features:

- Illegal products which are not in compliance with the legal and regulatory requirements, as defined by the applicable legislation.
- Third-party advertising material.
- Dangerous products and materials, which may be subject to restrictions, such as:
combustible material, chemical substances, batteries, fireworks, radioactive material.
- Firearms, edged weapons, and military equipment.
- Offensive and blasphemous material which encourages racial, religious and sexual violence.
- Stolen objects.
- Alcohol, according to the local and European laws and regulations which govern the sale of alcoholic beverages.
- Products which portray sexual acts, explicit nude images which are contrary to public decency.
- Personal identification documents such as ID cards, drivers’ licenses, government permits.
- Law enforcement paraphernalia.
- Pharmaceuticals, drugs and related accessories, dietary supplements.
- Organs, remains, and organic human material.
- Products which are subject to embargo or sanctions in countries to which export is not permitted.
- Assets belonging to public bodies or the Government, of artistic, historical, cultural or archaeological interest.
- Products containing tobacco and related material.

Trulytaly expressively requests Buyers before entering into sales and purchase to check whether the product to be purchased can be legally acquired without any limitation according to the domestic law of Buyer.

6. Transaction: Sales and purchase contract between Seller and Buyer, which is performed exclusively under the contracting terms applied by the parties. Trulytaly shall not participate in, or has no effect or any influence on such transaction except for what is stipulated and agreed in the User Agreement. However, Trulytaly does its best efforts to encourage Sellers to keep the guidelines of fair trading and do their best for the costumers.



II. PURCHASING IN THE SHOPPING MALL

By www.trulytaly.com – as entering into a Shopping Mall –, Buyers enter an actual online marketplace, which allows them to look around and check the offers of Sellers and to buy Products on-line itemized in their Stores.

Buyers declare being aware that the sales contract made between them and Sellers are considered as ‘distance contract’ as stipulated as the Directive 2011/83/EU of the European Parliament and Council meaning any contract concluded between the Seller and Buyer under an organised distance sales or service-provision scheme without the simultaneous physical presence of the Seller and Buyer, with the exclusive use of one or more means of distance communication up to and including the time at which the contract is concluded.



1. Registration

Visiting the Shopping Mall and look around in the Stores is made available for anyone visiting the website, for free. However, purchases can be performed only by registered Buyers only.

By registration, each user creates its own account according to the User Agreement.

In order to register, Buyers are obliged to complete a registration form with their personal data required there. Giving personal data are strictly for the purpose of concluding sales and purchase agreements with Sellers. All personal data are used in accordance with the Privacy Policy and kept strictly confidential accordingly..

IMPORTANT

Login name and Password are allowed to be used exclusively by Buyers who created them! All damages arising from breaching this provision shall be borne by Buyer. In other words, Buyers cannot give out their login name and/or password to any third parties. Buyers are obliged to keep their registration data in secrecy, and to ensure that no any party may reach or use them.. Buyer expressively declares by accepting the User Agreement hereto that such liability shall be included but not limited to the purchases which are made by any third party – whether obtained data by fraud or any criminal act – by using a Buyers Login and Password; such purchase shall be deemed as performed by Buyer, and Buyer shall become obliged accordingly.
.
In the event that a Buyer suspects or becomes aware of any misuse of the provided registration data, the Buyer is obliged to immediately report such circumstance to Trulytaly! The team of Trulytaly shall make its best efforts without any delay to eliminate any further damage arising from such misuse but do not assume any liability.

Once the registration is completed, Buyers are obliged to keep their own personal data regularly updated. All liability from the failure of updating personal data is borne by Buyers.

By registering to the Website, Buyers authorize Trulytaly to use their personal data strictly in the manner and limited to the intended purposes specified in the Privacy Policy, that is continuously and historically available at the Shopping Mall.

Once the Registration Form is filled in with the required data and the conditions hereto are accepted, the registered Buyer will receive an e-mail at the address provided upon registration. Such email will include an account activation link.In order for the registration process to be completed and to become a registered Buyer, who can purchase, the Buyer will have to click on such link and therefore activate his account.



2. Use of the Shopping Mall

In order to purchase on the Website, Buyers are obliged to log in to their account, by entering their Login name and Password.

Buyers declare to use the Shopping Mall exclusively for legally acceptable purposes, Buyers have to proceed by the principles of good faith and co-operation during the completion of the purchase transaction their entered into, furthermore they declare not to infringe any third parties’ rights, with special regards to Sellers. Buyers may use the Shopping Mall for the purpose of purchasing products from Sellers. Buyers are prohibited to exercise their rights aiming directly or indirectly to abuse the rights and interests of any parties or third persons.

2.1. Buying Products

Buyers are entitled to buy Products itemized in a Store located at the Shopping Mall, which means entering into a general sales and purchase agreement with the Sellers, who rent the Stores from the Shopping Mall according to the definition of Transaction stipulated above at Point I/6.

Shopping Mall and so Trulytaly shall not be involved in the Transaction whether directly or indirectly and so has no influence on the details of such purchase including but not limited to the purchase price, payment method or delivery.

2.1.1. Purchase Price

All selling prices of products itemized for sale shall include the related Value Added Tax, so that purchase prices are indicated as gross amount in Stores. The invoice shall also include the cost of delivery also, as described in point 2.1.3. Invoice is issued according to the tax and administrative regulations that shall be applied between the parties according to the applicable local and international legal regulations.

2.1.2. Payment method

Buyers pay the purchase price of the products directly to Sellers. The only accepted payment method is PayPal, Credit Card and Bank Transfer. Such payments made by PayPal or Credit Cards or Bank Transfer are carried out on platforms which are independent from the Shopping Mall. Therefore, Trulytaly shall never be liable for any monetary losses or delinquent payments – and damages in general – deriving from the use of such platforms.

2.1.3. Delivery

Seller shall be liable for the delivery of all purchased product. Buyer is aware of the fact that Trulytaly is not obliged to provide any assistance for the performance of a Transaction.

Cost of delivery shall be covered by Buyer, which cost will be added to the purchase price of the product, when the product is being added to the shopping basket. Cost of delivery can include all costs, also customs and duty in the event of ordering from a non-European country.

In the context of transactions, the delivery of products can take place in various ways, either immediately or at a later date. If the parties have not agreed on a specific delivery date, the Seller should deliver the goods as soon as possible, but in any event not later than 30 days from the day of the conclusion of the transaction.

If the Seller has failed to deliver the products within the period of time agreed with the Buyer, before the Buyer could terminate the contract, the Buyer should call upon the trader to make the delivery within a reasonable additional period of time and be entitled to terminate the contract if the Seller fails to deliver the products even within that additional period of time. However, this rule should not apply when the Seller has refused to deliver the goods in an unequivocal statement. Neither should it apply in certain circumstances where the delivery period is essential such as, for example, in the case of an occasional dress which should be delivered before the occasion. Nor should it apply in circumstances where the Buyer informs the Seller that delivery on a specified date is essential.

Consequently, the Buyer should handle and inspect the goods with due care during the withdrawal period.

Deliveries are always performed by different providers from Trulytaly. Therefore Trulytaly shall never be liable for any losses, damages or late deliveries related to the delivery.



2.1.4. Right of withdrawal

Because of the nature of distance sales, the Buyer is not able to see the goods before concluding the contract, he has the right of withdrawal. For the same reason, the Buyer should be allowed to test and inspect the goods he has bought to the extent necessary to establish the nature, characteristics and the functioning of the goods.

Buyer must send back the product(s) or hand them over to the Seller or to a person authorised by the Seller to receive the goods, without undue delay and in any event not later than 14 days from the day on which he has communicated his decision to withdraw from the contract to the Seller. The deadline shall be considered as kept if the Buyer sends back the goods before the period of 14 days has expired.

The Buyer shall only bear the direct cost of returning the products unless the Seller has agreed to bear them or the Seller failed to inform the Buyer that the Buyer has to bear them.

In the event that the Buyer withdraws from the contract, the Seller should reimburse all payments received from the Buyer, including those covering the expenses borne by the Seller to deliver goods to the Buyer.

Consequently, the Buyer should handle and inspect the goods with due care during the withdrawal period.

2.1.5. Transfer of risk

Regarding the moment of the transfer of the risk, the Buyer should be considered to have acquired the physical possession of the product(s) when he has received them. Until this moment all risks related to the product(s) shall be borne by Seller.



3. Prohibited activity

Sellers and Buyers are obliged to act in good faith with co-operative attitude. Furthermore to comply with the regulations of the User Agreement with special regards to the followings.

3.1. Prohibited Products

The list of prohibited Products are stipulated in Section I/5. Sellers are prohibited to itemize or sale such prohibited Products in their Stores and Buyers are not allowed to buy such Products even if a Seller breaches this provision.

Trulytaly expressively requests all users to report any prohibited Product that they find in the Shopping Mall in order to perform all possible measures to delete such Product and apply sanctions towards the Seller breaching the agreement, with special regards to breach when such prohibited product is against legal bans and prohibitions.

Buyer shall have the obligation and liability to check whether the product offered for purchase by
Seller can be acquired by him/her according to his/her domestic law.

3.2. Prohibited manners

Registered users in relation with the using of Shopping Mall – whether directly or indirectly e.g. private massages etc. – are obliged not to

- share any unpermitted written content or images, which may be of offensive, abusive, obscene, pedo-pornographic, slanderous or vulgar nature;
- share copyrighted content without obtaining explicit written authorization from the third parties who own such copyrighted material;
- carry out illicit actions and unlawful behavior subject to criminal and civil liability.

As a consequence of the violation of the above written regulations, Trulytaly has the right at its own discretion and with no prior notification, proceed to the suspension and/or termination of the user’s account, without any compensation.

4. Obligations of Buyer

Because of the operation of the Shopping Mall and so Trulytaly have no influence on the Stores and
Sellers, Buyer shall be obliged to perform the following obligations for its own risk and liability.

- Buyer has to examine carefully the purchase offers of Sellers and the details of the terms and conditions – with special regards to the features of the Product, payment, invoicing and delivery – before entering into any contract with a Seller.

- Buyer has to be aware of the consumer protection rules related to him/her. With special regards to the special additional protection rules – if there is any – in their country of origin.

Trulytaly shall have no liability related to the performance or non-performance of the abovementioned obligations, with special regards to false interpretation.




5. Deleting the account

In the event that a registered Buyer does not enter its own account for a period of time exceeding twelve (12) months, the account shall be terminated automatically upon the expiration of the twelve month without any compensation.

Trulytaly reserves the right to remove, at its own indisputable discretion, without the obligation of reasoning its decision.

Buyer hereby expressively declares to waive any right for any compensation related to the deleting of its account.



III. LIABILITY

Buyers are obliged to read carefully and act in accordance with User Agreement and Privacy Policy at all time. Any manners, act or omission due to wilful conduct or negligence shall be deemed as a breach of the User Agreement and may lead to the r deleting of the account.

Due to the fact that Trulytaly shall have no connection with any Transaction made between a Buyer and a Seller – such as physically available shopping malls have no influence on the sales of stores within their territory –Trulytaly is not liable for any damages or discrepancies made or lies within a Product sold by a Seller.

Furthermore, because of the fact that the Shopping Mall operates exactly the same way like a physical shopping mall, which lease premises for business entities that require place for selling their products and have the same influence on the lessors, therefore parties hereby expressively declare that Trulytaly shall be held no liable for any Transaction made between the Buyer and the Seller, thus Buyer expressively declares to relieve Trulytaly from any form of liability or compensation claims for any damages. This covers especially, but not limited to the following subjects.

1. Seller

Buyer is aware of the fact that Trulytaly can only check the Sellers personality – only by checking the validity of given data – at the time of registration and as an addition provides a yearly categorization of them to show for Buyers that for how long a Seller is a trusted Seller in the Shopping Mall. This means that Trulytaly shall have no liability for any fraudulent activity or damage arising from a fake identity of a Seller.

2. Products

Buyers accept that Trulytaly, which has no possibility for monitoring the Products of Sellers, is not required to ensure any quality control and to check any written content, and on the safety, conformity and authenticity of Products offered for sale by Sellers.
Because the Transaction is concluded straight between the Buyer and the Seller, any claim arising directly or indirectly therefrom shall be asserted according to such agreement.

3. Viruses and Malfunctions

Trulytaly is not liable for any loss of data or malfunction of services due to the Seller’s or Buyer’s deactivation of cookies, the failure to use anti-virus software on the part of the Users on their own devices, anything else not dependent on their will, or malfunction attributable to the network or servers or any communication means or electronic devices.



4. Continuous operation

Trulytaly does its best to provide and operate a non-disruptive and continuously available Shopping Mall. However, related to the nature of information technology, Trulytaly can not guarantee the continuous operation and availability of the Shopping Mall, and has no influence on unexpected malfunctions and interruptions of the operation. At the same time, Buyers acknowledge that full, uninterrupted Shopping Mall availability is technically not feasible. Also, due to maintenance works and other technical arrangements, Trulytaly reserves the right to limit the access to the Shopping Mall from time to time. Trulytaly makes its best efforts to inform its clients on the expected interruption times and durations of necessary maintenance works in advance.

5. Transactions and delivery

In the context of transactions, the delivery of products can take place in various ways, either immediately or at a later date. If the parties have not agreed on a specific delivery date, the Seller should deliver the goods as soon as possible, but in any event not later than 30 days from the day of the conclusion of the transaction.

Because the Transaction is concluded straight between the Buyer and the Seller, any claim arising directly or indirectly from that sales and purchase agreement shall be asserted according to such agreement.
Trulytaly has no effect on such Transaction therefore shall be held not liable and immediately compensated in case of any claim arise towards thereof.

6. Content and items of the Stores

Trulytaly is monitoring only the Products to be in accordance with the policies of the Shopping Mall (to be in compliance with “Made in Italy” feature and prohibited Products not to be sold) as described above at point 2/5.
Due to the fact above, Trulytaly shall never check the validity, truth or completeness of any information or offer made available in a Store and/or by a Seller. Therefore Trulytaly cannot guarantee that the information that is available at the Stores are valid, true or complete thus cannot held liable for any consequences – including damages – arising therefrom, however Trulytaly makes its best efforts to provide the most accurate and reliable information in the Shopping Mall.



7. Privacy Policy

Above the provisions of Privacy Policy as a part of the User Agreement, Trulytaly has no means to direct or supervise the data management performed by Sellers. Thus Trulytaly shall be relieved from any liability arising from the breach of the provisions of Privacy Policy or any other damage arising from the abuse of private data that is beyond its own data management.

In accordance with the abovementioned Trulytaly shall not be held liable for any direct, indirect or consequential damage arising from the using of the Shopping Mall to the highest extent possible permitted by the laws.

However, Trulytaly makes its best efforts to have the governing legal regulations pursued by the users and also encourages Buyers and Sellers for the same manner.




IV. DATA PROTECTION

The detailed provisions related to data protection can be found in the “Privacy Policy” which document is the 3rd part of the User Agreement and complements the General Terms and Conditions for Buyers hereto.



V. MISCELLANEOUS

1. If any provision of the Terms hereto becomes invalid, void or unenforceable, such provision shall not have any legal effectiveness, without affecting other conditions of the Terms hereto, except it is stipulated differently.

2. Trulytaly reserves the right to assign his rights and obligations to any third party without the prior written consent of Buyer or Seller.

3. All intellectual property rights indicated on the website are the property of the owners or users indicated therein, who may at their own discretion, take any legal action necessary to have their rights acknowledged. Trulytaly may transfer such rights to any third parties.

4. Any failure of Trulytaly not reacting to any form of breach of Terms hereto does not mean waiver of right of remedy. According to the above mentioned, Trulytaly does not have the obligation to start legal actions related to any forms of breaches of the Terms hereto.


5. Modification of the Policy: Buyer is aware of the fact that the Terms and Conditions are subject to change. Therefore Buyer is obliged to carefully read such policy each time of purchasing or procure a Product in a Store. Any changes will be visible at the notice board of the Shopping Mall.



The General Terms and Conditions for Buyers (Part I.) hereto shall be interpreted and applied in accordance with the other parts of User Agreement.





PART II. GENERAL TERMS AND CONDITIONS FOR SELLER USERS




I. THE SHOPPING MALL

1. About Trulytaly

The website at www.trulytaly.com is an online shopping mall (hereinafter referred to as “Shopping Mall”) owned and operated by Truly Brothers Kft. (registered address: Stefánia út 81. II. 9. 1143 Budapest, Hungary, Trade Registration Number: 01-09-207387, EU VAT number: HU 25305924, hereinafter referred to as “Trulytaly”), a legally existing and registered business enterprise. The Website is exclusively dedicated to the online trade of ‘Made in Italy’ products and services between registered Sellers and Buyers.

The Shopping Mall enables Sellers to offer and sell Products through virtual Stores and Buyers to look around and buy Products located in the Stores, in compliance with the policies of the Shopping Mall being obligatory for Sellers and Buyers that are the followings:


Part I. General Terms and Conditions for Buyers (contracting provisions for customers)
Part II. "General Terms and Conditions for Sellers (contracting provisions made between the Shopping Mall and the Sellers for the provision of virtual Stores)"
Part III. "Privacy Policy (data protection rules in connection with the using of Shopping Mall)"

(the three documents above collectively referred to as: ‘User Agreement’. Each document shall be applied and interpreted in connection with each other. Thus it is very important to read carefully and understand the user agreement as the obligatory contract by and between Trulytaly and Sellers / Buyers to be aware of your rights and obligations and Trulytaly’s liability)

In other words the abovementioned means that the Shopping Mall provides Stores for Sellers to sell and Buyers to buy Products in the Shopping Mall. Trulytaly is only the owner, operator and maintainer of the Shopping Mall; the purchase and sale transactions (and so any other legal relationship directly or indirectly related to the transaction) are concluded and executed completely and directly between Sellers and Buyers.

The document hereto called the “General Terms and Conditions for Sellers” is the agreement between Seller and Trulytaly regulating the terms and conditions for using the Shopping Mall – offering and sell products in virtual Stores – for registration fee. However this document shall be applied and interpreted in connection with the complete User Agreement.

In case of any question, the team of Trulytaly is kindly at your disposal on the following availabilities:

e-mail: segreteria@trulytaly.com
Telephone number: +36 1 4280781/82


2. Definitions

Within this document, the following words have specific meanings as follows:

1. Shopping Mall: website located at www.trulytaly.com, owned, operated and managed by Trulytaly, as a virtual shopping mall, by leasing Stores for Sellers, providing the possibility for them to offer and sell their Products for Buyers.

2. Seller: Any registered entrepreneur or business entity – in each case registered under the laws and by the authorities of Italy – creating and producing Products exclusively in the territory of Italy and selling them to Buyers in their Stores at the Shopping Mall rented as lessee from Trulytaly as lessor in accordance with the User Agreement. Thus the sales and purchase contract on the Products will be concluded directly between the Seller and Buyer and so Trulytaly shall not participate in or has no effect or influence on such transaction except for what is stipulated and agreed in the User Agreement.

3. Buyer: any person whether legal or natural entity purchasing any Product from Sellers in Stores located at the Shopping Mall which are rented by Seller as lessee from Trulytaly as lessor under the User Agreement. Thus the sales and purchase contract on the Products will be concluded directly between Seller and Buyer and so Trulytaly shall not participate in or has no effect or influence on such transaction except for what is stipulated and agreed in the User Agreement.

4. Store: a virtual shop located at the Shopping Mall that is rented by Seller as lessee from Trulytaly as lessor.

5. Product: any goods or services itemized in a Store provided for sale by Seller. The Products must have the “Made in Italy” feature and must be in accordance with the General Terms and Conditions for Sellers. It is important to emphasize that the following goods and services are prohibited to be offered or sold:

a) not having ‘Made in Italy’ feature. A Product is only considered as “Made in Italy” if it is crafted by Italian craftsman and represents the features of typical Italian craftsmanship.

b) other products with any of the following features:

- Illegal products which are not in compliance with the legal and regulatory requirements, as defined by the applicable legislation.
- Third-party advertising material.
- Dangerous products and materials, which may be subject to restrictions, such as: combustible material, chemical substances, batteries, fireworks, radioactive material.
- Firearms, edged weapons, and military equipment.
- Offensive and blasphemous material which encourages racial, religious and sexual violence.
- Stolen objects.
- Alcohol, according to the local and European laws and regulations which govern the sale of alcoholic beverages.

- Products which portray sexual acts, explicit nude images which are contrary to public decency.
- Personal identification documents such as ID cards, drivers’ licenses,
government permits.
- Law enforcement paraphernalia.
- Pharmaceuticals, drugs and related accessories, dietary supplements.
- Organs, remains, and organic human material.
- Products which are subject to embargo or sanctions in countries to which export is not permitted.
- Assets belonging to public bodies or the Government, of artistic, historical, cultural or archaeological interest.
- Products containing tobacco and related material.

It is Seller’s obligation and Seller takes full liability to offer products for sale not included in the categories above. Furthermore Sellers are not allowed to offer for sale any products, which transactions are limited or prohibited by the law or which cannot be legally transferred to Buyers according to the domestic laws of such Buyers with whom Sellers are entitled to conclude agreement.

6. Transaction: Sales and purchase contract between Seller and Buyer, which is performed exclusively under the contracting terms applied by the parties. Trulytaly shall not participate in, or has no effect or any influence on such transaction except for what is stipulated and agreed in the User Agreement. However, Trulytaly does its best efforts to encourage Sellers to keep the guidelines of fair trading and do their best for the customers.



II. SALE IN THE SHOPPING MALL

By www.trulytaly.com – as entering into a Shopping Mall –, Buyers enter an actual online marketplace, which allows them to look around and check the offers of Sellers and to buy Products on-line itemized in their Stores.

Sellers declare being aware that the sales contract made between them and Buyers are considered as ‘distance contract’ as stipulated as the Directive 2011/83/EU of the European Parliament and Council meaning any contract concluded between the Seller and Buyer under an organised distance sales or service-provision scheme without the simultaneous physical presence of the Seller and Buyer, with the exclusive use of one or more means of distance communication up to and including the time at which the contract is concluded.



1. Registration

Visiting the Shopping Mall and look around in the Stores is made available for anyone visiting the website, for free. However, purchase can be performed only by registered Buyer and Seller can sell Products only after being registered as Seller.

By registration as Seller, the user creates its own account according to the User Agreement. In order to register, Sellers must fulfil the following requirements:

1. complete the registration form with the required data
2. expressively declare and assume full liability for
- meeting the requirements of being a Seller at the time of registration and maintain such terms uninterruptedly while their registration is active.
- selling in its Store only products which meet the requirement of Products
- continuously being in compliance with the relevant tax and customs laws and to issue invoice for each sales accordingly
- handling data only in accordance with the Privacy Policy with special regards to the
protection of Buyer’s data
- declare and undertake continuously being aware of the relevant laws, especially related to commercial activity, consumer rights, sales and purchase agreements, with special regards to the laws international relations such as treaties, EU directives and regulations and international private law rules.
3. Expressively accepts and undertakes the User Agreement
4. perform the payment of registration fee related to the Store type chosen.



IMPORTANT

Login name and Password are allowed to be used exclusively by Seller who created them! All damages arising from breaching this provision shall be borne by Seller. In other words, Sellers cannot give out their login name and/or password to any third parties. Sellers are obliged to keep their registration data in secrecy, and to ensure that no any party may reach or use them.

In the event that a Seller suspects or becomes aware of any misuse of the provided registration data, the Seller is obliged to immediately report such circumstance to Trulytaly! The team of Trulytaly shall make it best efforts without any delay to eliminate any further damage arising from such misuse but do not assume any liability.

Once the registration is completed, Sellers are obliged to keep their own personal data regularly updated. All liability from the failure of updating personal data is borne by Sellers.

By registering to the Website, Sellers authorize Trulytaly to use their data strictly in the manner and limited to the intended purposes specified in the Privacy Policy, that is continuously and historically available at the Shopping Mall.

Once the Registration Form is filled in with the required data and undertakings are made and registration fee is paid in full, the Seller will receive an e-mail at the address provided upon registration. Such e-mail will include an account activation link. In order for the registration process to be completed and to become a registered Seller, the Seller will have to click on such link and therefore activate its account.



2. Use of the Shopping Mall

In order to sell on the Website, Sellers are obliged to maintain their account up-to-date and having a Store at the Shopping Mall.

By being registered as Seller and having a Store at the Shopping Mall, Sellers are entitled to the followings:


1. offer their Products for sale
2. enter into contract with Buyers
3. place advertisements in the Shopping Mall

Sellers are perform their activity in accordance with the User Agreement and for their own liability. Trulytaly shall be deemed harmless and be relieved from any liability arising from the act or omission of Seller or Buyer.

Seller declares to use the Shopping Mall and its services exclusively for legally acceptable purposes and obliged to proceed by the principles of good faith and co-operation during the offering for sale of Products and completion of the purchase transaction their entered into, furthermore they declare not to infringe any third parties’ rights and to their best efforts to provide the highest level of service possible for the Buyers.

Trulytaly shall never be liable for any manner or products sold by Sellers to Buyers. In the event that any Buyer or third party settles any claims towards Trulytaly in relation to any product or manner of a Seller, such Seller shall have immediate, unconditional and full liability for compensating Trulytaly including any governmental or administrative fees or penalties.

At the same time, Seller shall have obligation to compensate Trulytaly – regarding any arisen legal fee as well – immediately and to co-operate with Trulytaly and do its best efforts to relieve Trulytaly from any related court or other administrative proceedings. Seller hereby acknowledges, that the registration fee was determined with special regards to the regulation hereto and without this regulation the agreement hereto would not have been concluded by them at all.



2.1. Offer Products for sale

After being registered, Sellers are entitled to offer their Products for sale in the Store dedicated to them.

Seller is aware and expressively agrees that – due to technical reasons –
- not being entitled to choose the location of the Store in the Shopping Mall.
- The graphical display of a Store may be different depending on the hardware and software background of the actual user.

Arising from the abovementioned, Trulytaly shall be relieved from any liability due to any disadvantageous consequences (discrimination) coming from this situation. The registration fee was expressively stipulated by considering the abovementioned criteria.



2.2. Selling Products

Sellers are entitled to sell Products itemized in their Store located at the Shopping Mall, which means entering into a Transaction with a registered Buyer.

Shopping Mall and so Trulytaly shall not be involved in the Transaction whether directly or indirectly and so has no influence on the details of such purchase including but not limited to the purchase price, payment method or delivery.




Seller expressively declares that:

- Seller assume exclusive legal and product warranty regarding Transactions and excludes any form of liability related to Trulytaly
- Seller shall be in possession (having title of ownership) of the itemized goods or will be in possession (acquire title of ownership) till the delivery due date of the Product to transfer title of ownership
- Each Transaction shall establish rights and obligations exclusively between Seller
and Buyer.



2.2.1. Purchase Price

All selling prices of products itemized for sale shall include the related Value Added Tax, so that purchase prices are indicated as gross amount in Stores. The invoice issued shall also include the costs of delivery.
From each Transaction, Seller undertakes to issue invoice according to the tax and administrative regulations related to the parties of the Transaction in compliance with the applicable local and international legal regulations.

Amongst the purchase price determined by the Seller, the costs of delivery must be indicated as well, or at least a referral to the pricing system of a courier / postal service. Such referral shall always contain a direct link to the delivery costs to be applied.



2.2.2. Payment method

Buyers pay the purchase price of the products directly to Sellers. The only accepted payment method is PayPal, Credit Card and Bank Transfer. Such payments made with PayPal or Credit Cards or Bank Transfer are carried out on platforms which are independent from the Shopping Mall. Therefore, Trulytaly shall never be liable for any monetary losses or delinquent payments – and damages in general – deriving from the use of such platforms. The fees related to the use of the Shopping Mall were determined with regards to the regulations hereto.

Sellers are not allowed to apply any other methods of payment not mentioned in the point hereto. By breaching the provision hereto, Seller’s account is being immediately deleted and the caused damages (including default interests) must be compensated for Trulytaly.

The provision hereto shall be applied for the payment of registration fee accordingly.



2.2.3. Delivery

Seller shall be liable for the delivery of all purchased product. Seller is aware of the fact that
Trulytaly is not obliged to provide any assistance for the performance of a Transaction.

However, it is stipulated in the General Terms for Buyer that cost of delivery shall be covered by Buyer. Cost of delivery must include all costs, also customs and duty in the event of ordering from a non-European country and must be indicated on the invoice.

In the context of transactions, the delivery of products can take place in various ways, either immediately or at a later date. If the parties have not agreed on a specific delivery date, the Seller should deliver the goods as soon as possible, but in any event not later than 30 days from the day of the conclusion of the transaction.

Deliveries are always performed by different providers from Trulytaly. Therefore Trulytaly shall never be liable for any losses, damages or late deliveries related to delivery.



2.2.4. Information obligation of Seller provided for Buyers

Before the Buyer is bound by any agreement, Seller shall provide the Buyer the following information in a clear and comprehensible manner:

(a) the main characteristics of the goods or services, to the extent appropriate to the medium and to the goods or services;

(b) the identity of the trader, such as his trading name;

(c) the geographical address at which the trader is established and the trader’s telephone number, fax number and e-mail address, where available, to enable the Buyer to contact the trader quickly and communicate with him efficiently and, where applicable, the geographical address and identity of the trader on whose behalf he is acting;

(d) a reminder of the existence of a legal guarantee of conformity for goods;

(e) where applicable, the existence and the conditions of after sale customer assistance, after-sales services and commercial guarantees;

(f) the existence of relevant codes of conduct, as defined in point

(g) the duration of the contract, where applicable, or, if the contract is of indeterminate duration or is to be extended automatically, the conditions for terminating the contract;

(h) where applicable, the minimum duration of the Buyer’s obligations under the contract;

(i) where applicable, the existence and the conditions of deposits or other financial guarantees to be paid or provided by the Buyer at the request of the trader;

(j) where applicable, the functionality, including applicable technical protection measures, of digital content;

(k) where applicable, any relevant interoperability of digital content with hardware and software that the trader is aware of or can reasonably be expected to have been aware of;

(l) where applicable, the possibility of having recourse to an out-of-court complaint and redress mechanism, to which the trader is subject, and the methods for having access to it.

The above written regulations are informative to Seller, all information provided by Seller must be in accordance with the actual transaction.



2.2.5. Right of withdrawal

Because of the nature of distance sales, the Buyer is not able to see the goods before concluding the contract, he has the right of withdrawal. For the same reason, the Buyer should be allowed to test and inspect the goods he has bought to the extent necessary to establish the nature, characteristics and the functioning of the goods.

Buyer must send back the product(s) or hand them over to the Seller or to a person authorised by the Seller to receive the goods, without undue delay and in any event not later than 14 days from the day on which he has communicated his decision to withdraw from the contract to the Seller. The deadline shall be considered as kept if the Buyer sends back the goods before the period of 14 days has expired.

The Buyer shall only bear the direct cost of returning the products unless the Seller has agreed to bear them, or the Seller failed to inform the Buyer that he has to bear them.

If the products have been delivered to the Buyer’s home at the time of the conclusion of the contract, the Seller shall at his own expense collect the goods if, by their nature, those goods cannot normally be returned by post.

In the event that the Buyer withdraws from the contract, the Seller should reimburse all payments received from the Buyer, including those covering the expenses borne by the Seller to deliver goods to the Buyer.

2.2.6. Transfer of risk

Regarding the moment of the transfer of the risk, the Buyer should be considered to have acquired the physical possession of the product(s) at the time of the physical handover of the product (s). Until this moment all risks related to the product(s) shall be borne by Seller. Such regulations are considered as guidelines, questions of risks shall always be in accordance with the actual transaction.



3. Prohibited activity

Sellers and Buyers are obliged to act in good faith with co-operative attitude. Furthermore to comply with the regulations of the User Agreement with special regards to the followings.



3.1. Prohibited Products

The list of prohibited Products are stipulated in Section I/5. Sellers are prohibited to itemize or sale such prohibited Products in their Stores and Buyers are not allowed to buy such Products even if a Seller breaches this provision.

Trulytaly expressively requests all user to report any prohibited Product that they find in the Shopping Mall in order to perform all possible measures to delete such Product and apply sanctions towards the Seller breaching the agreement, with special regards to breach when such prohibited product is against legal bans and prohibitions.

It is the liability of Seller to sell products that can be purchased by Buyer, however Buyer shall always be aware of his/her domestic regulations related to the acquiring the product to be sold.




3.2. Prohibited manners

Registered users in relation with the using of Shopping Mall – whether directly or indirectly e.g. private massages etc. – are obliged not to

- share any unpermitted written content or images, which may be of offensive, abusive, obscene, pedo-pornographic, slanderous or vulgar nature;
- share copyrighted content without obtaining explicit written authorization from the third parties who own such copyrighted material;
- carry out illicit actions and unlawful behavior subject to criminal and civil liability.

As a consequence of the violation of the above written regulations, Trulytaly has the right at its own discretion and with no prior notification, proceed to the suspension and/or termination of the Buyer’s account, without any compensation.



4. Obligations of Seller

Because of the operation of the Shopping Mall and so Trulytaly have no influence on the Stores, Sellers and Buyers, Seller shall be obliged to perform the following obligations for its own risk and liability.

- Seller shall only be entitled to publish offers and itemize products only which are in compliance with the User agreement.
- Seller shall be fully aware of consumer protection laws all over the countries where the website is available and enter into a Transaction with a Buyer from such countries accordingly. Transactions are to be performed to the liability of Seller, in the event the agreement is not performable, Seller should pay back the purchase price immediately and inform the Buyer without any delay.
- Seller shall be exclusively obliged to meet with the legal requirements of a Transaction. Such obligation covers but not limited to the compliance of commercial, tax and customs regulations, consumer protection, all with special regards to EU and international private law rules and treaties related to Seller and a certain Buyer as a party of a Transaction.

In the event that a claim is asserted towards Trulytaly, Seller expressively agrees to provide full and immediate compensation for Trulytaly whether such claim is lawful or unlawful, connected to contractual or non-contractual liability.



5. Deleting the account

In the event that a Seller fails to renew its account before the expiry date, the account shall be terminated automatically upon the time of expiration without any compensation.

Trulytaly reserves the right to remove at its own indisputable discretion any account that is against the general terms and conditions without any compensation or repayment from registration fee or repayment as failure due to Seller.
Seller hereby expressively declares to waive any right for any compensation related to the deleting of its account.



6. Damages to Trulytaly by Seller

Because of the fact that all transactions are made between Sellers and Buyers directly, Trulytaly shall never be liable for any manner or products sold by Sellers to Buyers. In the event that any Buyer or third party settles any claims towards Trulytaly in relation to any product or manner of a Seller, Seller shall have immediate, unconditional and full liability of compensation including but not limited to legal fees. At the same time, Seller shall have obligation to co-operate with Trulytaly and do its best efforts to relieve Trulytaly from any related court or other administrative proceedings. Parties hereby acknowledge that the registration fee was determined with special regards to the regulation hereto.



III. ADVERTISEMENT

Trulytaly provides advertisement surfaces at the Shopping Mall. Such surfaces are available not only for Sellers but also for third parties who are intended to place their advertisements on the website without becoming a Seller.

The places for advertisement are limited and there is no difference made between a Seller and other third party advertiser.

For placing advertisement, single agreement must be made between Trulytaly and advertiser. For entering into such agreement, please contact Trulytaly.



IV. LIABILITY

Sellers are obliged to read carefully and act in accordance with the User Agreement at all time. Any manners, act or omission due to either wilful conduct or negligence shall be deemed as a breach of the agreement and may lead to the suspension or deleting of the account without any compensation.

Due to the fact that Trulytaly shall have no connection with any Transaction made between a Buyer and a Seller – such as physically available shopping malls have no influence on the sales of stores within their territory –Trulytaly is not liable for any damages or discrepancies made or lies within a Product sold by a Seller. At the same time, Seller shall have obligation to compensate Trulytaly – regarding any arisen legal fee as well – immediately and to co-operate with Trulytaly and do its best efforts to relieve Trulytaly from any related court or other administrative proceedings.

Furthermore, because of the fact that the Shopping Mall operates exactly the same way like a physical shopping mall, which lease premises for business entities that require place for selling their products and have the same influence on the lessors, therefore parties hereby expressively declare that Trulytaly shall be held no liable for any Transaction made between

the Buyer and the Seller, thus Seller expressively declares to relieve Trulytaly from any form of liability or compensation claims for any damages. This covers especially, but not limited to the following subjects.

1. Seller

Seller expressively declares within its criminal liability that it is registered as is, a real and registered person – whether legal person or entrepreneur – and having all the licenses and availabilities for performing craftsmanship. Also declares to be continuously in accordance with the User Agreement and meet the requirements stipulated for Sellers and Products.

2. Products

Seller expressively declares to offer and sell products only which are in compliance with the definition of Product and having the title and all intellectual property right for legally sell these Products. In case of any breach of such provision, or damage arising therefrom, Seller shall be held exclusively liable.

3. Viruses and malfunctions

Trulytaly is not liable for any loss of data or malfunction of services due to the Seller or Buyer’s deactivation of cookies, the failure to use anti-virus software on the part of the users on their own devices, anything else not dependent on their will, or malfunction attributable to the network or servers or any communication means or electronic devices.

4. Continuous operation

Trulytaly does its best to provide and operate a non-disruptive and continuously available Shopping Mall. However, related to the nature of information technology, Trulytaly can not guarantee the continuous operation and availability of the Shopping Mall, and has no influence on unexpected malfunctions and interruptions of the operation. At the same time, Sellers acknowledge that full, uninterrupted Shopping Mall availability is technically not feasible. Also, due to maintenance works and other technical arrangements, Trulytaly reserves the right to limit the access to the Shopping Mall from time to time. Trulytaly makes its best efforts to inform its users on the expected interruption times and durations of necessary maintenance works in advance.

5. Transactions, delivery and non-payment

Because the Transaction is concluded straight between the Buyer and the Seller, any claim arising directly or indirectly from that sales and purchase agreement shall be asserted according to such agreement.
Trulytaly has no effect on such Transaction therefore shall be held not liable and immediately compensated in case of any claim arise towards thereof.

In accordance with the abovementioned Trulytaly shall not be held liable for any direct, indirect or consequential damage arising from a Transaction and also for the use and procure of services of the Shopping Mall to the highest extent possible permitted b y the laws.

The registration fee was expressively stipulated due to such relief of liability. The provisions of the Section hereto are considered as essential provisions without which Trulytaly would not enter into the User Agreement or any agreement.

However, Trulytaly makes its best efforts to have the governing legal regulations pursued by the users and also encourages Buyers and Sellers for the same manner.



V. DATA PROTECTION

The detailed provisions related to data protection can be found in the “Privacy Policy” which
document complements is the third part of the User Agreement hereto.



VI. INTELLECTUAL PROPERTY RIGHTS

Trulytaly shall be entitled to use all the trademarks of the Seller Users to facilitate the sales and marketing of the Products itemized in the Store and also to advertise and promote the Shopping Mall. The registration and/or itemization of a product by Seller shall be considered as a given approval for the above.

Seller shall be entitled to indicate on their own website, brochures and any of its PR and marketing materials that their products are also available in Trulytaly’s Shopping Mall.



VII. MISCELLANEOUS

1. If any provision of the Terms hereto becomes invalid, void or unenforceable, such provision shall not have any legal effectiveness, without affecting other conditions of the Terms hereto, except it is stipulated differently.

2. Trulytaly reserves the right to assign his rights and obligations to any third party without the prior written consent of Buyer or Seller.

3. All intellectual property rights indicated in the Shopping Mall are the property of the owners or users indicated therein, who may at their own discretion, take any legal action necessary to have their rights acknowledged. Above the provisions stipulated in the User Agreement hereto, Trulytaly shall not be held liable for any fraud directly or indirectly being in connection with intellectual property rights, however undertakes to make its best efforts for the protection of such rights.

4. Any failure of Trulytaly not reacting to any form of breach of Terms hereto does not mean waiver of right of remedy. According to the above mentioned, Trulytaly does not have obligation to start legal actions related to any forms of breaches of the Terms hereto.

5. Modification of the User Agreement: Any changes will be visible at the notice board of the Shopping Mall.

6. Related law and jurisdiction: Parties hereby expressively declare that for their relationship the Hungarian laws, regulations and practices shall be applied. In case of any legal dispute, the Court of Arbitration of The Hungarian Chamber of Commerce and Industry (Magyar Kereskedelmi és Iparkamara mellet szervezett
Állandó Választottbíróság) shall have exclusive jurisdiction.

7. All the provisions that limits or exclude the liability of the Shopping Mall shall be deemed and interpreted as widest extend made possible by the laws. In the event of any third party assert any claims towards Shopping Mall, which arise directly or indirectly due to wilful conduct or negligence of the Seller, Seller shall be immediately obliged to compensate all negative effects (included but not limited to administrative costs and legal fees) caused to Shopping Mall. Furthermore Seller is obliged to co-operate and do any possible means to relieve Seller from any administrative and legal consequences. The parties hereby declare with mutual consent that the registration fee was stipulated expressively with regards to this regulation. The Section hereto shall be deemed as so essential provision, without which parties would not have concluded or would have concluded with higher registration fee the agreement hereto.



The General Terms and Conditions for Sellers (Part II.) hereto shall be interpreted and applied in accordance with the other parts of User Agreement.