Terms and
Conditions
isendu

Welcome to Isendu.

This document governs the use of the services
offered by Isendu (hereinafter also “Owner”)
on its platforms.


The User that uses the services offered by Isendu accepts
these Conditions of Sale, together with the Privacy
and Cookies Policy which form an integral part of them.


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Last updated: 17/06/2021

The responsible party for Isendu is:

Isendu S.r.l.

Via Del Gonfalone, 3 - 20123 - Milano
P. IVA IT10848990965
REA: MI - 2561504
Owner contact email: info@isendu.com

General
Information

Isendu is a Platform for connecting websites, marketplaces,
all e-commerce platforms, and carrier sites. We give you
a dashboard to manage your online store and analyze customer
buying processes to serve your customers better with
ultra-customized offers just for them.

1.
INTRODUCTION

1.1 THIS AGREEMENT

This document is a legal agreement between you, the User, and the company
that manages Isendu, and it governs your use of the Platform, and, in all cases,
the use of the services provided.

1.2 DEFINITIONS

“Legal Agreement” Contract means that the terms of such agreement, once
accepted by the User, are binding on the User;
“User,” “you,” “your” and such terms, both singular and plural, refer to you, the
User;
“Product” in both the singular and plural, means the goods and services sent
to you by Isendu, including but not limited to packaging and related materials;
“Services” means the features and functionality that you can use through
Isendu;
“Fees”: rates, surcharges, or shipping costs adopted by Couriers at any given
time;
“Courier” “Carrier”: the Courier/Carrier engaged by Isendu on behalf of the
Customer to provide Services or delivery of Products;
“Order Receipt Email”: means the email that Isendu sends upon receipt of the
order by the User;
“Order Confirmation Email”: means the email that Isendu sends to the User to
confirm the acceptance of the request and the activation of the service;
“Contractual Withdrawal”: means the right of Isendu to withdraw from this
contract by giving reasonable notice to the User.

1.3 ACCEPTANCE OF THE AGREEMENT

In order to use the Services, you must carefully read and accept this Agreement,
together with the Privacy Policy, which is an integral part of it. If you do not
accept the Agreement, you will not be able to use the Service.

2.
ACCOUNT, USE OF ISENDU,
AND PLATFORM CONTENT

2.1 REGISTRATION

To use the Service, the User can open an account providing all the data and
information requested in a complete and truthful manner.

The Service may not be used without opening a User account.

It is the responsibility of the Users to keep their access credentials secure and
to preserve their confidentiality. Users must therefore choose a password at
the highest level of security available on Isendu.

By creating an account, the User agrees to be fully responsible for any activity
carried out with his or her login credentials. Users are required to inform the
Owner immediately and clearly by means of the contact details indicated in
this document if they believe that their personal information, such as the User
account, login credentials, or personal data, have been violated, unlawfully
disseminated, or removed.

2.2 CCOUNT CLOSURE

The User is free to close his or her account and cease using the Service at any
time, by contacting the Owner at the email address: info@isendu.com

However, closure of the User account will be on hold until the expiry of any
subscription services purchased by the User. At the discretion of the Owner,
and at the request of the customer, simultaneous closure of the account and
cancellation of the subscription may occur, resulting in a pro-rata refund from
Isendu.

2.3 ACCOUNT SUSPENSION AND CANCELLATION

The Owner reserves the right to suspend or cancel a User’s account at any time
at its discretion and without notice in the following cases:

  • The User has violated these Terms; and/or
  • Access to Isendu by the User may cause prejudice to the Owner, to other
    Users, or to third parties; and/or
  • The use of Isendu by the User may result in violation of laws or regulations;
    and/or
  • In case of judiciary investigations or government procedures; and/or
  • If the User account or the use made of it are considered, at the sole
    discretion of the Owner, inappropriate, offensive, or against these Terms.

The suspension or cancellation of the account gives the User no right to
compensation, reimbursement, or damages.
The suspension or cancellation of an account for reasons attributable to the
User does not exempt the User from paying any fees or prices that may be
applicable.

2.4 CONTENT ON ISENDU

Unless otherwise specified or clearly recognizable, all content available on
Isendu is owned or provided by the Owner or its licensors.
The Owner undertakes its utmost care that the content available on Isendu does
not violate the applicable legislation or the rights of third parties. However, it
may not always be possible to achieve such a result.
In such cases, without any prejudice to the rights and legally enforceable claims,
Users are requested to address their complaints using the contact details
provided in this document.

2.5 RIGHTS ON ISENDU CONTENT

The Owner holds and expressly reserves all intellectual property rights on the
aforementioned content. Users are not authorized to use the content in any way
that is not necessary or implicit in the correct use of the Service.
Specifically, but not exclusively, it is forbidden for Users to copy, download, share
beyond the limits specified below, modify, translate, process, publish, transmit,
sell, sublicense, transform, transfer/ license to third parties or create works
derived from the content available on Isendu, to allow third parties to undertake
such activities through their User account or device, even without their
knowledge.
Where expressly indicated on Isendu, the User is authorized to download, copy,
and/or share certain content available on Isendu exclusively for personal and
non-commercial purposes and on condition that the attribution of authorship of
the work is noted as well as the indication of any other relevant circumstance
requested by the Owner.
The limitations and exclusions provided for by the legislation on copyright remain
unaffected.

2.6 ACCESS TO EXTERNAL RESOURCES

Through Isendu, Users may have access to resources provided by third parties.
Users acknowledge and accept that the Owner has no control over these
resources and therefore is not responsible for their content and availability.

The conditions applicable to resources provided by third parties, including those
applicable to any concessions of rights to the content, are determined by the
third parties themselves and regulated by relevant terms and conditions or, in
their absence, by the law.

2.7 PERMITTED USE

Isendu and its Services may be used only for the purposes for which they are
offered, according to these Terms and in accordance with applicable law.
It is the User’s sole responsibility to ensure that the use of Isendu and/or the
Service does not violate the law, regulations, or rights of third parties.

As such, the Owner reserves the right to adopt any suitable measure to protect
its legitimate interests, and, in particular, to deny the User access to Isendu or
the Service, terminate contracts, report any illicit activity carried out through
Isendu or the Service to the competent authorities, e.g., the judicial or
administrative authority should the User commit, or if there is a suspicion that
he or she is committing:

  • Violations of the law, regulations, and/or the Terms;
  • Injury to the rights of third parties;
  • Acts that may considerably prejudice the legitimate interests of the Owner;
  • Offenses against the Owner or a third party.

2.8 SOFTWARE LICENSE

Any intellectual or industrial property right, as well as any other exclusive right
existing on the software or technology integrated in or relating to Isendu is held
by the Owner and/or its licensor. Provided that the User complies with these
Terms and regardless of any diverging provision contained therein, the Owner
grants Users a revocable, non-exclusive, non-transferable, and non-assignable
license to use the software and/or technology integrated into the Service in the
framework and for the purposes of Isendu and the Service offered.

The license does not include any rights to access, use, or disclose the original
source code to the User. The technology, algorithms, and procedures contained
in the software and the related documentation are the exclusive property of the
Owner or its licensor. The granting of rights and licenses to the User ceases with
immediate effect in the event of termination or expiration of the Agreement.

2.9 API TERMS OF USE

Users can access the service through the Application Program Interface (API).
Any use of the API is subject to these Terms, and the User also expressly
acknowledges and accepts that the Owner is not liable for damages or losses
resulting from the use by the User of the API or third-party services that access
data through the API.

3.
SALES TERMS
AND CONDITIONS

The costs, duration, and conditions applicable to the Services are described
below and in the respective Isendu sections.

Both the Contract and any future amendments and additions are binding for
Isendu only if they have been confirmed in writing by the same. The Contract is
valid if it has been confirmed or signed by an ocial for Isendu who has the right
to represent it. During the purchase procedure of the Isendu service, the User
will have the option to select one or more additional services to be connected to
his or her service. Additional services do not constitute stand-alone services and
cannot be purchased separately from the Isendu Service. Each Contract includes
the right of Isendu to appoint third parties, including Couriers, exclusively as an
example, and to accept the Rates and any limitations of liability of such third
parties, including on behalf of the Customer. Isendu is not responsible for the
choice of said third parties, for any non-compliance on their part or for damages
of any nature or for any cause, incurred by the aforementioned third parties,
regardless of the element on which the responsibility is based, except in the case
of willful misconduct or recklessness by Isendu’s management.

3.1 PROCEDURE FOR PURCHASING THE SERVICE

The user sending the order determines the conclusion of the contract and entails
the User’s obligation to pay the price, taxes, and any additional charges and
expenses, as specified on the order page.

3.2 PRICES AND SUBSCRIPTION

During the purchase process and before placing the order, Users are duly
informed of all commissions, taxes, and costs (including any shipping costs) that
will be charged to them.

The User may consult the various subscriptions in the “Prices“ section on the
website. Prices on Isendu include all applicable fees, taxes, and costs, or are
shown net of applicable fees, taxes, and costs.

The Customer is required to pay Isendu the Rates that all the Couriers have
applied for Isendu in relation to the Contract, including but not limited to
surcharges and shipping costs, even if they occur after delivery or termination of
the Contract. The Customer may file a complaint against a Courier through his or
her account. Isendu will endeavor to ensure that the Customer’s complaint is
accepted by the Courier. Isendu will pay the Customer the amount the Courier
reimburses it following the complaint. The lodging of a complaint by the
Customer, the non-acceptance of the Customer’s complaint by the Courier, and/
or the payment or non-payment by the Courier of compensation does not affect
the Customer’s obligation to pay the amount due for the service provided by
Isendu.

All prices are based on the taxes, levies, and other determining factors in effect
at the time that the Agreement is entered, including but not limited to Rates.
If the Agreement is extended or amended at the Client’s request, or if unforeseen
circumstances arise, this may result in additional costs. Isendu will inform the
Customer of additional costs as soon as possible.

3.3 PAYMENT METHODS

The details of the accepted means of payment are highlighted during the
purchase procedure.
Some payment methods are linked to additional conditions or involve additional
costs. Detailed information can be found in the relevant section of Isendu. The
payment methods indicated as such are managed directly by the Owner. The
Owner collects and stores the data necessary for the management of payments
and for the fulfillment of related legal obligations. To receive further information
on the processing of personal data and related rights, the User may refer to the
Isendu Privacy Policy. Other payment methods are provided independently by
third-party services. In these cases, Isendu does not collect any information
about the payment but receives a notification from the third-party provider when
the payment has been successfully completed. In the event that the payment
made by one of the available methods fails or is rejected by the payment service
provider, the Owner is not obliged to execute the order. Any costs or fees arising
from the failed or refused payment are the responsibility of the User.

3.4 RESERVATION OF RIGHTS OF USE ON ISENDU SERVICES AND PRODUCTS

Until receipt of payment of the full purchase price by the Owner, the User has not
purchased the rights of use on the services ordered.

3.5 ACTIVATION AND PROVISION OF SERVICES

After the User sends the order, Isendu will confirm the activation or failed
activation of the service by a confirmation email, after having carried out all the
required checks and, in any case, within the maximum time agreed with the
customer, within a maximum of 21 days from the User sending the order.
Unless otherwise agreed in writing, from the moment of delivery, the risk for the
Products supplied by Isendu is borne by the Customer. The mere expiry of a term,
including a delivery term, does not mean that Isendu is non-compliant. For non-
compliance, a written warning is always required, in which Isendu is granted a
reasonable time to still fulfill its obligation. Isendu has the right to make partial
deliveries. If and as soon as Isendu, due to a hindrance on the part of the
Customer or for any other reason attributable to the Customer, cannot execute
the contractual obligations in the agreed manner, the Customer is required to
compensate the expenses incurred and the damage suffered by Isendu.

3.6 SUBSCRIPTIONS

Isendu provides the Customer with 3 types of Subscriptions: Starter Pack,
Professional, and Large Business.

The subscriptions have a monthly or annual duration, depending on the
subscription formula that the User chooses when purchasing the service. The
Client’s payments to Isendu will be monthly or yearly, according to the formula
chosen by the Client. In addition to shipping under a shipping contract between
Isendu and a Courier, the Customer can use Isendu for shipments through his or
her own contract with a Courier.
All Subscriptions offer a 14-day trial period, at the end of which the Customer can
choose whether to continue with the use of Isendu or cancel at no cost.
Paid subscriptions start on the day the Owner confirms the activation of the
service through the confirmation email. To keep the subscription active, the
User is required to pay the periodic fee required according to the terms indicated
by the Platform. If he or she does not, the service will be suspended.
When the User decides to use the Isendu rates, he or she will receive the invoices
according to the scheduled deadlines, by the 1st and 16th day of the following
month.

3.7 USE OF ISENDU RATES, RECURRING PAYMENTS, AND
CAUSES OF SERVICE INTERRUPTIONS

The User who chooses to use the rates service made available to Isendu will be charged the costs of using the rates as follows:

  • As soon as the €25 threshold of shipments within the month is reached,
    Isendu will directly initiate a payment request. If the payment method
    entered by the User refuses the payment request, Isendu may interrupt
    the service as described in these terms;
  • Upon reaching the €250 threshold of shipments within a month, Isendu
    will initiate a new payment request that will follow the same process as
    the first request.

The User acknowledges and accepts that the responsibility to assure that the
funds present on the payment method communicated are sucient to cover the
payment requests sent by Isendu for the use of its rates.

3.8 PARTNER PROGRAM

Isendu offers the option of aliation to the Platform through the
Partner Program on the Isendu website.

3.9 CONTRACT WITHDRAWAL BY ISENDU

Without prejudice to the rights and obligations arising from these Terms, Isendu
has the right to terminate the contract or contracts entered into with the Users
by giving adequate notice with respect to the subscription chosen by the User.

In particular, if Isendu deems the User’s behavior contrary to these terms, the
law, or any other applicable provision, or at its sole discretion, it will send a
formal withdrawal email to the address indicated by the User as the main contact
method, within the following terms:

  • Within 15 days of the next subscription renewal, if the User uses a
    monthly subscription;
  • Within 30 days of the next subscription renewal, if the User uses an
    annual subscription.

4.
RESPONSIBILITY
OF THE PLATFORM
AND THE USER

4.1 INDEMNITY

The User undertakes to indemnify and hold harmless the Owner and its
subordinates, aliates, ocers, agents, co-owners of the brand, partners, and
employees from any claim or demand — including, without limitation, legal fees
and expenses — advanced by third parties due to or in connection with culpable
conduct such as use or connection to the service, violation of these Terms,
violation of third party rights or laws by the User, its aliates, ocers, agents,
joint owners of the brand, partners, and employees, to the extent required by law.

4.2 LIMITATION OF LIABILITY FOR THE USER’S
ACTIVITIES ON ISENDU

Unless otherwise specified and without prejudice to the applicable legal
provisions regarding liability for product damage, any claim for compensation
against the Owner (or any natural or legal person acting on its behalf) is not
allowed. The foregoing does not limit the Owner’s liability for death, damage to
the person, or their physical or mental integrity, damage resulting from the
violation of essential contractual obligations, such as the obligations strictly
necessary to achieve the cause of the contract, and/or damage caused by willful
misconduct or gross negligence, provided that the use of Isendu by the User has
been appropriate and correct. Unless damages were caused with intent or gross
negligence or affect their life and/or personal, physical, or mental integrity, the
Owner is liable only to the extent of the typical damage for the type of contract
and foreseeable at the time of conclusion.
In particular, within the limits indicated above, the Owner assumes no
responsibility for:

  • Any loss of earnings or other losses, including indirect ones, that the
    User may have suffered (such as but not limited to, commercial losses,
    loss of revenues, profits or estimated savings, loss of contractual or
    commercial relationships, loss of goodwill, or damage reputation, etc.);
  • Damages or losses deriving from Isendu interruptions or malfunctions
    due to force majeure or unforeseen and unforeseeable events and, in
    any case, independent of the will and beyond the control of the Owner,
    such as, but not limited to, breakdowns or interruptions of telephone
    lines or electrical connections, internet connections and/or other
    means of transmission, inaccessibility of websites, strikes, natural
    disasters, viruses, cyberattacks, or interruptions in the supply of third
    party products, services, or applications;
  • Any losses that are not a direct consequence of a breach of the Terms
    by the Owner;
  • Damage, prejudice, or loss due to viruses or other malware contained in
    or connected to files downloadable from the internet or through Isendu.
    Users are responsible for using adequate security measures — such as
    antivirus software — and firewalls to prevent any infections or attacks
    and to protect backup copies of all data and/or information exchanged
    or uploaded to Isendu.

If the Owner is liable, the compensation due cannot exceed the total amount of
the payments that have been, will be, or could be contractually due to the Owner
by the User for a period of 12 months or for the entire duration of the Agreement,
if shorter.

4.3 DISPUTES WITH THE ENGAGED CARRIER

If the User uses Isendu's services to acquire rates from the Carrier, the User
acknowledges and accepts that, in that case, Isendu operates as an intermediary
for the simple purpose of facilitating the meeting between user and the carrier
regarding costs and the service rates offered to them. The User acknowledges
and accepts that any dispute arising for reasons not attributable to Isendu and
its aliates must be directly addressed to the carrier with which the dispute
arose. Isendu makes every reasonable effort to ensure that the service does not
present risks but cannot be held responsible in relation to the events that occur
between the User and the Carrier engaged by the User, from the moment in
which the User delivers the package for shipment to the Carrier.
In accordance with 1698 of the Italian Civil Code, Isendu advises the User to
suggest that its customers accept the package “with conditions” so as not to
incur limitations of liability towards the engaged Carrier. Should the Carrier, its
aliates or employees oppose conditional acceptance, Isendu must be promptly
informed of the matter in order to act to correct behavior that may constitute
violations of the law.

5.
COMMON
PROVISIONS

5.1 NO IMPLIED DISCLAIMER

Failure to exercise legal rights or claims deriving from these Terms by the Owner
does not constitute a waiver of such rights or claims. No waiver can be
considered final in relation to a specific right or any other righ.

5.2 SERVICE INTERRUPTION

To ensure the best possible level of service, the Owner reserves the right to
interrupt the Service for maintenance purposes, system updates, or any other
changes, giving appropriate notice to Users. Within the limits of the law, the
Owner reserves the right to suspend or completely terminate the Service. In
the event of termination of the Service, the Owner will ensure that Users can
retrieve their Personal Data and information according to the provisions of the
law. Furthermore, the Service may not be available for causes beyond the
reasonable control of the Owner, such as force majeure (e.g. strikes,
infrastructural malfunctions, blackouts, etc.).

5.3 RESALE OF THE SERVICE

Users are not authorized to reproduce, duplicate, copy, sell, resell, or exploit
Isendu or the Service in whole or in part without the prior written consent of the
Owner, expressed directly or through a legitimate resale program.

5.4 INTELLECTUAL PROPERTY

Without prejudice to any more specific provision contained in the Terms,
intellectual and industrial property rights, such as copyrights, trademarks,
patents, and models relating to Isendu are held exclusively by the Owner or its
licensors and are protected by pursuant to the legislation and international
treaties applicable to intellectual property.
All trademarks — including words or figures — and any other distinctive sign,
company, service mark, illustration, image, or logo that appear in connection
with Isendu are and remain the exclusive property of the Owner or its licensors
and are protected under the law and international treaties applicable to
intellectual property.

5.5 CHANGE OF THE TERMS

The Owner reserves the right to change the Terms at any time. In this case, the
Owner will give appropriate notice of the changes to the Users.
The changes will affect the relationship with the User only in the future.
Continued use of the Service implies the User’s acceptance of the updated
Terms. If the User does not wish to accept the changes, he or she must cease
using the Service. Failure to accept the updated Terms may result in each party
having the right to withdraw from the Agreement.
The applicable previous version continues to govern the relationship until
acceptance by the User. This version may be requested from the Owner.
If required by applicable law, the Owner will specify the date by which the
changes to the Terms will come into force.

5.6 TRANSFER OF THE CONTRACT

The Owner reserves the right to transfer, assign, dispose of, novate, or contract
out individual or all rights and obligations under these Terms, having regard for
the legitimate interests of Users.
The provisions relating to the modification of these Terms apply.
The User is not authorized to assign or transfer their rights and obligations under
the Terms without the written consent of the Owner.

5.7 CONTACT DETAILS

All communications relating to the use of Isendu must be sent to the contact
details provided in this document.

5.8 SAFEGUARD CLAUSE

If any of the provisions of these Terms should be or become null or ineffective
under the applicable law, the nullity or ineffectiveness of this provision does not
cause the remaining provisions to be ineffective, which therefore remain valid
and effective. If a provision of these Terms should be or become null, invalid, or
ineffective, the parties will endeavor to amicably identify a valid and effective
provision replacing the null, invalid, or ineffective one.
In the event of failure to agree within the aforementioned terms, if permitted or
provided for by applicable law, the null, invalid, or ineffective provision will be
replaced by the applicable legal discipline.
Notwithstanding the foregoing, the nullity, invalidity, or ineffectiveness of a
specific provision of these Terms does not lead to the nullity of the entire
Agreement, unless the null, invalid, or ineffective provisions under the
Agreement are essential or of such importance, that the parties would not have
entered into the contract if they had known that the provision would be invalid,
or in cases where the residual provisions would entail an excessive and
unacceptable burden to one of the parties.

5.9 BINDING VERSION OF THE TERMS

The Terms are written and revised in Italian. The other language versions of the
Terms are for information purposes only. In case of discrepancy between the
different language versions, the original prevails.

6.
DISPUTE
RESOLUTION

6.1 APPLICABLE LAW

The Terms are governed by the law of the place where the Owner is established,
as indicated in the relevant section of this document regardless of the conflict
regulations.

6.2 JURISDICTION

The exclusive competence to recognize any dispute arising from or in connection
with the Terms rests with the judge of the place where the Owner is established,
as indicated in the relevant section of this document.

6.3 AMICABLE SETTLEMENT OF DISPUTES

Users may report any disputes to the Owner, who will try to resolve them
amicably.

Without prejudice to the right of Users to take legal action, in the event of
disputes relating to the use of Isendu or the Service, Users are requested to
contact the Owner at the contact details provided in this document.
The User may direct a complaint to the Owner’s email address provided in this
document, including a brief description and, if applicable, details of the order,
purchase, or account affected.
The Owner will process the request without undue delay and within 5 days of its
receip.