Specific Online Terms and Conditions of Contract

The purpose of this document is to establish the General Terms and Conditions for contracting the “Go Sell Food” service (hereinafter, the Service) via the internet, provided jointly or separately by the Spanish company PROMOTORA FIOREMAR, S.L., located at Enrique Granados Street, 111 – (08008) – Barcelona, Spain, with NIF: B-64016249, and the Argentine company ALBERINI CORPORATION, S.A., located in the Autonomous City of Buenos Aires (Argentina), at Paraguay Street, number 4871, 12th Floor, Apartment C, with CUIT number 30718443004, under a business collaboration agreement dated June 4, 2024, (hereinafter, THE COMPANY or the Provider) on the internet Web Portal: https://www.gosellfood.com (hereinafter, the Portal or the Web).

The use and contracting of the Service requires the express adherence and acceptance by the company interested in contracting the Service (hereinafter, the Client) of these General Terms and Conditions for contracting the Service via the internet, which will govern the formalized relationship between the Client and THE COMPANY (hereinafter, the GTC).

These GTC will govern all contracts for the products offered through the Portal, between THE COMPANY and the Client who contracts the Service, accepting the GTC. The GTC, along with its acceptance and the acceptance of the Privacy Policy and Cookie Policy, constitute the contract between the Client and THE COMPANY.

Placing an order through the Portal implies, on the part of the Client, the acceptance - without reservations - of these GTC and implies:

that they have read, understand, and comprehend them in their entirety;
that they are of legal age and have sufficient legal capacity to contract and assume the obligations contained in the GTC;
that they have read, understood, and comprehended the Portal's Privacy Policy and Cookie Policy in their entirety;
that they are aware of the characteristics and description of the Services acquired, expressing their agreement;
that they will provide their contact details truthfully, currently, completely, and accurately to process their order.
These GTC will be in force and binding as long as they are published on the Portal and while they are not modified.

THE COMPANY reserves the right to unilaterally make any updates, modifications, or changes to the GTC it deems appropriate, which will be communicated to the Client through their publication on the Portal and, from then on, or from the date indicated in the new GTC, will be binding. However, THE COMPANY reserves the right to apply, in certain cases, Specific Contracting Conditions, preferably over these GTC, when it deems appropriate, announcing them in a timely manner on the Portal.

Any modification, specific condition, or term inconsistent or incompatible with these GTC made by the Client will not be valid and will not bind the Provider unless accepted in writing by the Provider.

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These General Terms and Conditions modify the previous General Terms dated March 22, 2022, and will apply from their publication for new contracts and under the conditions detailed below for current subscribers.

1. Service Description

We provide a space on the online platform www.gosellfood.com to publish COMPANIES, BRANDS, and PRODUCTS that are organic, biological, ecological, natural, and environmentally sustainable, under the conditions established by THE COMPANY detailed in these updated general terms of contracting as of September 1, 2022. Access to the service offered by THE COMPANY is only possible if the Company has a certificate proving that the product is organic, biological, ecological, natural, and environmentally sustainable.

The publication in the provided space implies choosing between one of the 2 offered plans: Plan 1: PREMIUM and Plan 2: BASIC, explained in the next section (2. Service Plan).

THE COMPANY reserves the right to disseminate, in whole or in part, the CLIENT's advertisements on third-party portals, in advertising campaigns to promote the portal, as well as on other websites, such as social networks or blogs, with the CLIENT accepting this condition.

2. Service Plans

2.1. Plan 1: "PREMIUM" HIGHLIGHTED ADS:

Allows obtaining a space to advertise the COMPANY in a predefined visibility format called Company Profile, showing the provided contact details: Name, address, phone number, email, category, link to their website, and description-explanation of their purpose and products.
Additionally, it allows advertising up to 6 products in the chosen category – among those offered by THE COMPANY – with prominent brand visibility in dark green color, including a product photo, description, and link to their website, exhibition, or shopping cart.
Product ads are visible in the following sections of the website: 1. Categories accessed from the homepage or main menu; 2. Products accessed from the main menu, marked with a dark green “PREMIUM” seal, with random movement (changes position when the page is refreshed). 3. Featured Products as “PREMIUM,” located on the homepage “featured products,” in the top positions, with random movement (changes position when the page is refreshed) with a featured product seal in dark green;
The ad will be placed in the order of arrival, in the category indicated by the company.
Price: €200 plus VAT per quarter
The price will be paid in advance when subscribing to the chosen plan, giving a 14-day trial period during which the Client can withdraw from the contracted Plan.
Includes a welcome post on our social networks: Instagram, Facebook, Twitter, and LinkedIn.
Includes access to the website's search function (magnifying glass)
Includes a report of visits generated by our website.
Companies will have the option to renew the Plan before its expiration.
If the subscription is not renewed before its end, the company's advertising campaign will be terminated once the contracted period has elapsed.

2.2. Plan 2: BASIC HIGHLIGHTED ADS

Allows obtaining a space to advertise the COMPANY in a predefined visibility format called Company Profile, showing the provided contact details: Name, address, phone number, email, category, link to their website, and description-explanation of their purpose and products.
Additionally, it allows advertising 1 product in the chosen category with prominent brand visibility in yellow color, including a product photo, description, and link to their website, exhibition, or shopping cart.
Product ads are visible in the following sections of the website: 1. Categories accessed from the homepage or main menu; 2. Products accessed from the main menu, marked with a yellow seal.
The ad will be placed in the order of arrival, in the category indicated by the company.
Price: €150 plus VAT per quarter
The price will be paid in advance when subscribing to the chosen plan, giving a 14-day trial period during which the Client can withdraw from the contracted Plan.
Includes a welcome post on our social networks: Instagram, Facebook, Twitter, and LinkedIn.
Includes access to the website's search function (magnifying glass)
Includes a report of visits generated by our website.
Companies will have the option to renew the Plan before its expiration.
If the subscription is not renewed before its end, the company's advertising campaign will be terminated once the contracted period has elapsed.
Users, by accepting these General Terms and Conditions of Contract, confirm that they are aware of and accept the previously indicated rates. The rates may be modified by THE COMPANY, with due notice.

3. Service Contracting Procedure:

3.1. COMPANY PUBLICATION

3.1.1 REGISTRATION:

The client must register through the JOIN! button located on the homepage of the portal www.gosellfood.com, and then:

Complete all requested information
Choose the type of subscription they want to contract: Plan 1: PREMIUM, Plan 2: BASIC,
Read and accept these GTC
Read and accept THE COMPANY's privacy policy
Optionally, indicate if they wish to receive commercial information about THE COMPANY's services
Finally, the Client must complete the contracting process, accepting the above, by clicking the submit button.

3.1.2 VALIDATION PROCESS: With the provided and submitted data, THE COMPANY verifies that the Company meets the necessary conditions to be included on the website and has the necessary certificates according to the service description.

3.1.3. WEB REGISTRATION: After validation, the WEB REGISTRATION is created, generating a company profile on the website, displayed in the order of arrival in the “Companies” section on the corresponding sequential page. A communication is sent to the client to validate their company profile design, and a link is sent to proceed with the payment of the chosen option at the time of Registration (point 3.1.1). Additionally, the CLIENT is requested to send descriptions of the products to be advertised, including a photo and description.

3.1.4 Web registration implies the start of the Service by THE COMPANY. The client has a 14-day trial period with provisional registration in the requested Plan. They also have those 14 days to make the corresponding payment through the provided link. After the 14-day trial period, if payment is not made, the company will be deregistered, understanding that the company ultimately does not accept its inclusion in the Directory or “GoSellFood Online Market.”

3.1.5. After the 14-day trial period and provided that the Client has made the PAYMENT, the final registration of the Company in the selected category is confirmed; if the Client has requested any changes to the design of the advertisement or their profile, a new email is sent to the company for the final validation of the advertisements. If the Company does not respond within 48 hours, the advertisement will be deemed accepted as created.

3.1.6 Both the company profile and the products will be advertised as chosen at the time of subscription and registration, until the end of the 3-month subscription period, and will enjoy the advertising that GSF deems appropriate on other platforms to attract qualified traffic.

4. Current Subscribers

These general terms will also apply to current subscribers who will be duly notified (via email or telephone), specifically informing them that from October 1, 2022, the cost of remaining on our GSF website is €150 plus VAT per quarter – the minimum basic subscription – paid in advance. Current subscribers wishing to continue advertising their products will have, once the contracted and current quarterly period has ended, a 50% discount on any of the options chosen, on the prices described above in the service plans (Premium or Basic), during the first quarter of contracting, as a thank you for their trust in the website launch.

Furthermore, a discount code valid until the end of this year 2023, called “NewWeb2023,” is established, which fully subsidizes the minimum basic subscription.

It is noted that the following procedure is a MANDATORY CONDITION to remain on the GSF Website:

1) Accept the current modified GTC dated today, and also,

2) Proceed with the PAYMENT of €150 – minimum basic subscription – per quarter in advance mentioned above, to continue being a member of the GoSellFood website, from 1/10/2022, notwithstanding the 50% reduction indicated above during the first quarter of contracting or the use of the discount code detailed in the following section.

3) Mention when accepting the GTC, in the comment section, the discount code “Newweb2023” that qualifies for the 100% subscription subsidy. This subsidy is subject to GSF's approval.

With the email notification or phone call, the subscriber will be duly notified. Therefore, if the subscriber does not respond to the notification, not accepting the new GTC, it will be understood that they do not wish to continue on the GSF website, and all their data will be removed from the GoSellFood website from 1/10/2022 or the end of the contracted quarterly period when this ends after October 1, 2022.

5. ACCEPTANCE AND WARRANTIES:

Upon registration, the Client must check the acceptance box for the GTC and Privacy Policy and also complete the registration form to publish the ad or link to the Company on the Website, providing the information requested in the form.

By sending photographs of their products and catalog to THE COMPANY, the Client grants THE COMPANY all intellectual property exploitation rights on them for free, to publish them on the Portal while the contract lasts, so THE COMPANY can reproduce, transform (including, but not limited to, adding watermarks or other), distribute, and publicly communicate them (including making them available to the public) through the Portal and under the agreed conditions. THE COMPANY may exercise the exploitation rights of the photographs as it deems most convenient and may even transfer or assign them for the agreed purposes.

The Client guarantees that they fully own the rights assigned to THE COMPANY under this clause and that THE COMPANY's use and exploitation of them will not violate any intellectual property rights, image rights, or – in general – any other rights belonging to any third parties, undertaking to indemnify and hold THE COMPANY harmless in case of infringement.

Advertisement publication rules

Generally, the publication of advertisements by the Client on the Portal will be subject to the following publication rules:

Duplicate ads will not be published.
Ads with photos containing watermarks from any other website or with logos or contact details (phone numbers, emails, URLs, etc.) of the Client or third parties will not be published.
Ads with photos that have nothing to do with the ad or that do not meet a minimum quality standard will not be published.
Ads with premium-rate contact phone numbers (80x) will not be published.
Ads for any product, service, or information that may be contrary to the Law, the established legal order, morality, Public Order, or the Conduct or Style Code of THE COMPANY, defined for using the Website, will not be published.
Likewise, the publication of advertisements on the Portal is only for Clients that are companies, with such publication being limited to one company and subject to prior validation of the Client's phone number, identification data, and the BIO certification of their products:

Client's phone number validation is completely free for the Client.
Client's phone number validation only needs to be done once unless the Client changes the number.
The ad will be removed from the Management Area if the phone number is not validated within three (3) days of the ad's insertion.
Compliance with publication regulations: THE COMPANY reserves the right, if necessary, to reject or modify an advertisement to ensure it complies with the established publication rules.

Liability Limitation

1. The Client acknowledges and accepts that the maximum liability of THE COMPANY towards the Client arising from the insertion of advertisements on the Website is as follows: If THE COMPANY does not insert the ad on the scheduled dates, if the ad is not inserted in the agreed manner and terms, whether for technical reasons or any other reason, or for any other cause, the maximum liability is limited to re-inserting the ad later in a similar position and, if this is not possible or if THE COMPANY decides, the maximum liability is limited to refunding the price actually paid by the Client for the ad.
2. In no event will THE COMPANY be liable for other types of damages, whether actual, indirect, or any other type, or for the lost profit that the Client may have suffered due to the late or incorrect publication of any ad.
3. THE COMPANY will not be liable for delays, erroneous publication, or non-publication of the ad resulting from events or circumstances beyond its control, including – but not limited to – administrative decisions or actions, fire, flood, insurrection, coup, war, vandalism or terrorism, earthquake or other natural disasters, technical failure, riot, explosion, embargo, legal or illegal strike, staff or material shortage, interruption of any type of transport, work delay, or any other circumstance beyond THE COMPANY's control, including any circumstance or reason classified as “force majeure” or “fortuitous event.”

Client Representations and Warranties/Indemnifications

1. The insertion of ads on the Website is carried out based on these representations and warranties made by the Client.
2. The Client has the right to publish the ad's content without infringing the Law, the established legal order, morality, Public Order, or THE COMPANY's Conduct or Style Code defined for using the Website, and without infringing any third-party rights, including industrial and intellectual property rights. The Client is responsible for obtaining all public or private authorizations and making all payments related to the use of industrial and intellectual property rights contained in the ad (images, photos, videos, music, brands, logos, etc.). The Client acknowledges that THE COMPANY has accepted to insert the ad solely and exclusively under the prior condition that this representation and warranty are met.
3. Regarding the insertion of images, audio, and video in the ads, the Client is solely responsible for their content, which must not violate the legislation, the established legal order, morality, Public Order, THE COMPANY's Conduct or Style Code defined for using the Website, or any third-party rights – including industrial and intellectual property rights –, nor contain insults, disqualifications, coarse, vulgar, derogatory, or offensive language or discrimination of any kind, always complying with what is stated in the previous paragraph of this section.
4. The Client, as well as the ad, its content, and any Client material accessible to Portal users through the ad, complies with the current advertising regulations, including those for electronic and internet advertising, as well as any other applicable regulations, and – especially – those related to telecommunications, consumer and user protection, right to honor, privacy, and image, and the protection of minors and children.
5. The inclusion of the ad on the Portal does not imply the breach or violation of any legal or contractual obligation assumed by the Client with third parties.
6. The Client will be solely responsible to THE COMPANY, the Website users, and third parties for the text and information contained in the ad. Therefore, THE COMPANY will not be liable – neither directly, indirectly, nor subsidiarily – for any damages or losses of any kind that may result for the Portal users or third parties from the lack of truthfulness, accuracy, authenticity, or legality of the data or information contained in the inserted ad, being the Portal a mere channel for the ad's dissemination, which does not assume its content or legality towards third parties, so THE COMPANY is exempt from any potential liability arising from the ad created, produced, inserted, and disseminated by the Client.
7. The Client acknowledges and accepts that any contractual or extra-contractual relationship that, if applicable, they formalize with Portal users or third parties contacted through the Portal is understood to be carried out solely and exclusively between the Client and the Portal user or third party. Consequently, the Client accepts that THE COMPANY, its employees, and its executives have no responsibility – neither directly, indirectly, nor subsidiarily – for any damages or losses of any kind caused to the Client, Portal users, or third parties due to negotiations, conversations, or contractual or extra-contractual relationships that they formalize with the Client.
8. In any case, the Client agrees to indemnify THE COMPANY, immediately upon request, for all expenses, costs, damages, losses of any kind (including attorney and solicitor fees, even if their intervention is not mandatory) incurred by THE COMPANY as a result of any claim, actual or imminent, damage or loss of any kind, related to the publication or public communication of the ad or its content, including those based on the violation of industrial or intellectual property rights, slander, defamation, breach of confidentiality, disclosure of secrets, breach of any legal or regulatory duty, or unlawful, false, or misleading advertising.

Right to Reject the Ad by THE COMPANY

1. THE COMPANY is not obligated to pre-review the content of any ad, and any review or approval conducted by THE COMPANY should not be understood as an acceptance that the ad complies with these Portal Terms or, in general, the GTC or other applicable legislation.
2. THE COMPANY reserves the right, exercisable at any time and at its discretion, to:
   
   1. Reject any ad, the ad insertion order, or any commitment to its placement, visibility, or priority on the Portal.
   2. Remove any ad from THE COMPANY's Directory or any website at any time.

Payment Conditions

Clients must make the payment for the contracted Services through bank transfer, direct debit, or credit or debit card, depending on the conditions agreed with their sales representative at each moment.

Credit or debit card

Payment is accepted with the following credit or debit cards: Visa, MasterCard, American Express. The bank details entered are encrypted and securely transmitted to the bank's servers using the Secure Sockets Layer (SSL) security system, so the Provider does not know or record these details during the payment operation and has no access to the Client's accounts associated with these credit or debit cards, nor can it make charges to these cards.

For active subscriptions that need to be renewed, if payment is not made as indicated and within the agreed deadlines, the Client company's user will be deactivated, as well as all ads and other information associated with the Client's products on the Website, which will automatically stop appearing on the Portal.

Legal Right to Withdraw from the Service: According to article 103. m) of the Consolidated Text of the General Law for Consumers and Users, it is informed that the right to withdraw within fourteen (14) days in the purchase of goods and services corresponds only to those acting in the market and acquiring them as natural persons, consumers, or final users. Therefore, the user will automatically lose the right to withdraw as soon as the Service is initiated as a Company. In this regard, the contracting and – if applicable – activation of the Service will involve the initiation of such Services and the loss of consumer status with the indicated effect regarding the right to withdraw.

Returns and Liability: In cases of incidents resulting in THE COMPANY's liability – see liability limitation – or where the Client requests a refund and THE COMPANY accepts the request for payment of the indemnity amount or refund of the price paid, it will be made through the POS to the credit or debit card or the bank account used by the Client for the service contracting and payment.

Miscellaneous

1. THE COMPANY reserves the right to make the changes it deems appropriate to the GTC as well as the Service prices.
2. The Service prices for each plan will be those established in these GTC and on the corresponding Web pages for each Service and will be valid as long as they remain accessible to the user.
3. The Service contracting procedure and all contractual documents governing the formalized relationship will be conducted in Spanish.
4. These GTC governing the relationship between THE COMPANY and the Client will apply from the start of the online Service contracting procedure indicated in this document until the end of the period for which the ad insertion was contracted in any of THE COMPANY's editions. By using the Portal, or making any subscription through it, the Client consents to be bound by these GTC, the Privacy Policy, and the Cookie Policy of THE COMPANY, so if the Client does not agree with all the GTC, the Privacy Policy, and the Cookie Policy, they should not use the Portal.

Applicable Law and Competent Jurisdiction

All matters related to the Portal and these GTC are governed by the laws of the Kingdom of Spain, and any conflict over them will be submitted to the jurisdiction of the user's domicile if they are a natural person consumer. However, if the Client is a Company, to resolve any conflict or discrepancy over the application, execution, compliance, and interpretation of these GTC, the Parties will submit, expressly waiving any other competent jurisdiction, exclusively to the Courts and Tribunals of the city of Barcelona (Spain).

In case the user is domiciled outside Spain, THE COMPANY and the Client will submit, expressly waiving any other jurisdiction, to the Courts and Tribunals of the city of Barcelona (Spain).

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Note: Specific Online Contracting Conditions updated to June 2024