Ethyly - Terms and Conditions
These Terms and Conditions govern the user's relationship with Ethyly, including the following definitions:
- « Website » refers to the Webpage or Web pages through which Ethyly conducts its business.
- « Ethyly » means both the company that offers the Services and owns the Website and the social activity carried out through the Website;
- « Services » means all the services offered by Ethyly through the Website;
- « Payment Service Provider » or « PSP » means the third party that allows Users to create e-wallets on the Website. The e-wallet solution allows Users to receive funds for the items sold on the Website, store such funds, make payments to the User's bank account, purchase an Additional Service, or purchase Items from other Users of the Website;
- « Additional Service » it means the service offered by Ethyly through the Website other than providing the marketplace for the matching of supply and demand; « Wallet » refers to the virtual wallet into which the user can deposit funds to operate on the website.
- « Fee » refers to the fee charged by Ethyly in case users conclude a transaction through the Website.
- « Material » refers to the images, videos, text, and their combination that the user publishes on the Website through a listing.
- « Intellectual Property » refer to patents, copyrights, registered trademarks, product trademarks, trade secrets and any other intangible assets susceptible to economic evaluation.
Article 1 - About Ethyly
1.1 These Terms and Conditions govern the use of the website www.ethyly.com which is owned and operated by Ethyly Srl with registered office in Piazza Cavour 7, 20121 Milan (MI), Italy, VAT number 12584690965 (the « Site » or « Ethyly »). It regulates the relationship between users and Ethyly. The Website allows users to list products containing alcohol, publish search ads for products containing alcohol, buy directly from the seller, whether they are professional or not, boost their listings, whether for sale or purchase, review the product and services provided by the seller after the transaction is concluded, obtain a product valuation through an algorithm (valuation non-binding for Ethyly), obtain personalized valuations through market analysis (non-binding for purchase), produce commercial sales data within the website and share it with professional users or similar, use a direct chat communication system between seller/buyer post-transaction and for the three following days, use of the online sommelier service, obtain a dedicated product quality control. In addition, Ethyly, also through the Website, organizes and promotes events and experiences related to the world of wine and spirits (referred to as « Services »).
1.2 In the relationship between users, Ethyly acts as an intermediary, providing them with services aimed at facilitating the matching between supply and demand in exchange for a Fee. Therefore, Ethyly will not be in any way responsible for the non-fulfillment or imperfect fulfillment that may affect contractual relationships established between users, nor for the truthfulness, effectiveness, timeliness, and legality of the listings and products represented therein. Additionally, Ethyly will not be responsible for the correspondence of the price suggested by its algorithm to the user with market quotation, as it is only a hypothesis made available to the user. Users, therefore, agree to use the Services provided by Ethyly at their own risk, aware that it does not provide any guarantee on the products listed on the Website, nor the identity of users, nor the evaluation of products.
1.3 Nonetheless, Ethyly may assist users in facilitating the resolution of disputes that may arise between them.
Article 2 - Registration to Ethyly
2.1 To use the Services, it is necessary to register as users of Ethyly through a specific form and obtain an account, consisting of one's email address and a password chosen during the registration process. This allows users to view listings on the Website, but not to publish or purchase any listed product.
2.2 To use all the Services and actively operate on the Website, users must provide, during registration or subsequently, their identification document and a credit card. The user's identity and the correspondence of the credit card with the necessary parameters to operate on the Website will be subject to verification by the Payment Service Provider referenced by Ethyly (including « Mangopay ») whose Conditions and Terms apply. It is specified that if a joint account or credit card is used for wallet creation, documents from both joint holders will be required, even if only one of them is associated with the account. In the case of legal entities, the company's Registration Proof, UBO declaration, and the Articles of Associations must also be provided, and the verification will incur a cost of EUR 2.50 charged at the user's first purchase/sale. Account creation is permitted only for legal adults residing in a European Union member country and in all states where the purchase and sale of alcoholic beverages are allowed. It is the sole and direct responsibility of the user to provide truthful information regarding age, legal capacity, and the legality of the transactions they intend to promote or conclude through the site, according to the legislation they are subject to. Each user may have only one unique account for which they are responsible for confidentiality and activity. Users are obligated to promptly inform Ethyly of any unauthorized use of their account or password or any other unauthorized access or security breach. Transferring or assigning the account is not permitted.
2.3 Ethyly reserves the right to deny registration if the applicant does not meet the necessary requirements and to revoke it at any time where, at its sole discretion, the user fails to comply with legal obligations, violates Ethyly's ethical policy or these Terms and Conditions, or engages in inappropriate behavior or actions through the account and on the Website.
2.4 If the user indicates during registration the intention to use the account for professional purpose, Ethyly will indicate this circumstance in each product listed by the user. In any case, Ethyly has the right to consider the user as a professional operator when the activity carried out on the website, in qualitative and quantitative terms, suggests identification as a professional according to the regulations set forth by Legislative Decree (D.Lgs.) No. 206/2005.
Article 3 - Ethyly's Obligations
3.1 Ethyly undertakes to provide the Services and manage the Website with the professionally required diligence, making every commercially reasonable effort to ensure the accuracy of transactions and information. Ethyly is a third party in relation to the contractual agreements that users will enter into through the Site; therefore, it assumes no responsibility for the fulfillment of these contracts.
3.2 Ethyly commits to providing assistance on the operation of the Website, the provision of Services, and the interpretation of these Terms and Conditions of use, offering users customer service.
Article 4 - User Obligations
4.1 The user who has completed registration on the website as indicated in section 2.2 may use the account for selling or purchasing products by listing a product or contacting the advertiser.
4.2 By listing a product, the seller will make a binding offer for sale that will remain valid until its cancellation or modification. By accepting the offer, the seller will enter into a purchase contract governed by Italian law, thereby obliging the seller and the buyer to respectively deliver the product of the listing as per established terms and pay the agreed-upon price.
4.3 Each transaction will be instantaneous and automatically managed by the PSP with the purchasing user being charged the price from their wallet.
4.4 If a listed product is sold, even outside of the Website and even before its physical delivery to the buyer, the seller is required without exception to delete the listing and, in any case, to verify that it has been deleted (in the case of a purchase through the Website, the deletion will occur automatically). In all cases where a listed product is active on the Website but the product has already been sold or is no longer available, Ethyly reserves the right to impose a penalty on the seller equal to 20% of the price requested for the product, to be collected directly from the seller's wallet. If the seller is financially unable, the seller must settle the agreed amount within thirty days.
4.5 The buyer is responsible for paying or reimbursing shipping and transportation costs, as well as any applicable taxes and fees, including any customs duties and shipping or transportation costs exceeding the initial estimates. The seller must ship the purchased products within three business days from the acceptance of the offer. Any delay in shipment must be promptly communicated through the designated section of the Website, also indicating a new estimated delivery date. This information will be transmitted to the buyer, who may withdraw from the purchase, obtaining the immediate availability of a sum corresponding to the product price and Ethyly's fee in their wallet.
4.6 In case the agreement between users involves hand delivery of the product, it must occur within three business days, unless otherwise agreed upon by the parties, which must be promptly communicated using the designated page on the Website.
4.7 If the shipment/delivery is not made within the specified deadlines in Articles 4.5 and 4.6, the penalty described in Article 4.4 applies to the seller.
4.8 The professional operator user will be subject to every obligation provided by the applicable law, and the relationship with Ethyly will be governed by Italian law.
Article 5 - Ethyly Fees
5.1 As compensation for the services provided, Ethyly shall be entitled to receive a fee from both the buyer and the seller, calculated as a percentage of the sale price.
5.2 The percentages are as follows: 5% of the purchase value from the buyer and 8% from the seller. If the users are qualified as professionals, the aforementioned percentages are to be understood excluding VAT. The seller irrevocably authorizes Ethyly to withhold the applicable fee directly at the time of the transaction, while the buyer agrees that Ethyly may display its fee as an additional amount to the price and may directly deduct it from the Wallet.
Article 6 - Payments
6.1 To operate on the Website, each user must activate an e-wallet (« Wallet ») on the Website that is managed by the chosen Payment Service Provider (« PSP ») selected by Ethyly, in order to handle the exchange of financial flows between users with a high level of security.
6.2 The chosen Payment Service Provider is Mangopay, a leading limited liability company based in Luxembourg that operates in the electronic money sector and is authorized and regulated by the Commission de Surveillance du Secteur Financier (CSSF) of Luxembourg.
6.3 Ethyly has entered into an agreement with the PSP to process payments made through the Integrated Payment System and to store information related to credit cards, debit cards, and any other payment method offered on the Website. To use the Integrated Payment System, the user will enter into a contract directly with the PSP on the Website, accepting the Terms and Conditions of the PSP.
6.4 The buyer makes the payment through their own Wallet, and the amount of the price and Ethyly's fee is deducted from the account, visible on the seller's Wallet but held by the PSP, which will make them available only three days after delivery or pickup and in the absence of any issues.
6.5 Users can credit amounts on their e-Wallet without limit through credit or debit cards, bank transfers, and other payment service providers, with Ethyly reserving the right to exclude specific credit or debit cards or other systems if they do not guarantee the security of transactions and the certainty of payments. The limit amount for each individual payment may vary depending on the payment method used and is independent of Ethyly's choices.
6.6 Ethyly also collaborates with other companies that offer their customers installment payment services online, and the terms of use of these services are referred to for further details.
6.7 Ethyly will issue a payment receipt or invoice for each collected fee, where the user is a professional. Similarly, the professional user is obligated to upload a copy of the invoice issued for the completed sale on the designated page of the Website. In relation to cross-border purchases, Ethyly is subject to the obligations set forth in EU Directives 2017/2455 and 2019/1995 regarding value-added tax.
Article 7 – Amendments
7.1 Ethyly has the right to modify these Terms and Conditions at its discretion and at any time, with prior notice on the Website and, if deemed appropriate, through email communication to users.
7.2 The changes will take effect on the specified date, of which notice will be given through the aforementioned means at least fifteen days in advance. Users are committed to checking these Terms and Conditions frequently to stay informed about any changes that may concern them.
7.3 The continued use of the Website and/or Services after the modification of the Terms and Conditions constitutes conclusive behavior implying the user's acceptance of the changes. If the user does not accept any of the changes, they must delete their account and refrain from using Ethyly's Website and Services.
7.4 Ethyly reserves the right to suspend the Terms and Conditions, to refuse, restrict, or terminate access to or use of the Services (or any part, component, or feature) to the user or any other person or entity, in case of violation of the Terms and Conditions, the law, or for opportunistic reasons, at any time, with or without notice.
7.5 Ethyly also reserves the right to translate and/or modify the description of a listing offered by the seller and to modify the sequence of the published photos, alter their quality, and delete some of them. The user has full and exclusive responsibility for providing a correct description of the offered goods. Ethyly may also remove a listing considered inappropriate without any obligation for compensation, indemnity, or repair.
7.6 Users are aware of and accept that the chat provided by Ethyly will be subject to automatic monitoring by software to identify and exclude messages of a discriminatory, vulgar, or inappropriate nature. Ethyly cannot be held responsible in any way for the activities carried out by users on the chat.
7.7 Ethyly disclaims any responsibility for negative and untrue reviews, with the user who authored such a review being the sole responsible party. Ethyly reserves the right to delete reviews that, at its sole discretion, have vulgar, discriminatory, or offensive content.
7.8 By placing a listing on the Webite, the user grants Ethyly a free, royalty-free, worldwide, non-exclusive, perpetual, and irrevocable license to make the advertisement material public and/or reproduce it for all purposes that Ethyly deems necessary, including promotional purposes.
7.9 This license allows Ethyly to promote these product listed and the Website in any format and through any online and offline channels. Under this license, Ethyly has the right to translate the material and promote it on the Website Homepage or in other promotional material (including social media). The license continues even if the user's account or listed product is deleted, with no right to compensation, not even for moral rights.
Article 8 – Additional Services
- 8.1 Ethyly offers Additional Services to users for a fee, including: -- Boost – an option that provides increased visibility for a listing by featuring it prominently on the Homepage, among the top listings on the page, in the newsletter, or earning a mark for outstanding value. Listings without Boost will be displayed either randomly, based on the number of views, or in chronological order.
Article 9 - Intellectual Property
9.1 The user acknowledges and agrees that:
- patents, copyrights, trademarks, product trademarks, trade secrets, and any other intangible asset related to the Site, Ethyly, and the specific business model are the exclusive property of Ethyly;
- Ethyly owns the commercial data derived from the listings published on its platform and reserves the right to share them with its users and collect them for commercial purposes.
- The use of the Website in no way confers any rights or licenses on the user with respect to Intellectual Property;
- All texts, graphics, logos, buttons, icons, images, audio clips, and computer programs related to the Site and used by Ethyly are the property of Ethyly or its licensors or suppliers and are protected by Italian and international intellectual property laws.
- Unauthorized reproduction, modification, distribution, transmission, republication, display, or performance of the software or content is prohibited and will be prosecuted.
Article 10 - Disputes, Non-Withdrawal, and Returns
10.1 Once a sale is completed, it cannot be withdrawn, except where specifically provided for in Article No. 10.6.
10.2 Any dispute arising between users regarding legal relationships established through the use of the Website does not concern Ethyly, which remains a third party outside of such relationships.
10.3 Nonetheless, users agree to promptly notify Ethyly of any dispute received or initiated, no later than three days from the receipt of the goods, if the dispute concerns their conformity. In this case, Ethyly may act as a mediator to resolve the dispute amicably, at its discretion, and for as long as it deems appropriate, but assumes no responsibility in this regard.
10.4 If no dispute is reported within three days from the receipt of the goods, Ethyly will consider the sale perfectly fulfilled and will make the amount available to the seller.
10.5 If the buyer fails to collect the goods within five days or any other agreed-upon period with the seller (in case of hand delivery), Ethyly will still be authorized to pay the seller.
10.6 Professional users are subject to legal obligations concerning withdrawal from the distance selling contract according to Art. 52 of Legislative Decree No. 206 of September 6, 2005.
10.7 In all cases where non-conformity of the purchased goods with those offered in the listing is verified, or if the goods are delivered severely damaged without the responsibility of the carrier, Ethyly will reimburse the fee to the buyer, with the right of charging it to the seller. In case of shipment of a wrong or different product from the listing, the seller must replace the product to the buyer at its own expense, unless a different agreement is reached between them, of which they will inform Ethyly. In this case, the fee will still be due. If the carrier is responsible for any damage, the user who has given the carrier the mandate must demonstrate their responsibility, and in this case, the fee will still be due.
10.8 No returns will be possible if the product has been opened and/or used.
Article 11 - Control Activities
11.1 Ethyly make all reasonable endeavors to ensure the accuracy of the Website information to discourage counterfeiting, fraud, and any illegal or incorrect use of the Website that could damage its reputation or that of third parties. If a user uses the Website for such purposes, Ethyly reserves the right to take, at its sole discretion, some or all of the following actions:
- Remove all the user's listings.
- Delete all ongoing orders related to the user.
- Suspend any payment due to the user.
- Freeze the funds available in the user's e-Wallet.
- Impose limits on selling and buying privileges;
- Temporarily or permanently suspend the user's account;
- Charge the user's payment method an amount equal to ten times the value of the fraudulent ad as a penalty for incorrect use of the Website and violation of these Terms and Conditions.
- Take legal action to obtain compensation for reputational or image damage;
- Become a civil party in case of criminal proceedings against a user or a subject directly or indirectly connected to them.
11.2 The user acknowledges that each of the above remedies is reasonable and justified at the time of Ethyly uncovers fraudulent, illegal, illegitimate, and otherwise unlawful actions, even in the absence of the user's fault.
11.3 To ensure the integrity of the Services, Ethyly may request additional identification data from users when certain high-value transactions worth Euro 1,000.00 or high payment volumes are made through Ethyly.
11.4 If a product is offered for an amount equal to or greater than Euro 1,000.00, Ethyly reserves the right to verify the merchandise at the storage location or through a telematic conference. If inspections are refused or practically impossible to carry out, Ethyly reserves the right not to publish the listing, to remove it, or to indicate in the listing that the product has not been verified .
11.5 The same verifications under the same conditions may be ordered if requested by the PSP.
11.6 In the cases of verification provided for in points 11.4 and 11.5, Ethyly will only verify the existence of the product in the place indicated at the time of verification, without inspecting or evaluating its quality, quantity, genuineness, and therefore without any guarantee or corresponding responsibility under these profiles.
11.7 In any case of incorrect use of the Site, the user shall indemnify and hold Ethyly and the natural persons who may be called upon to respond for such incorrect use harmless; Ethyly reserves the right to assume the exclusive defense and control of any matter subject to indemnification by the user, and all rights and indemnities established in this document shall survive the termination of these Terms and Conditions.
Article 12 - Applicable Law, Jurisdiction, and Complaint Management
12.1 These Terms and Conditions are subject to Italian Law, regardless of conflict of law provisions. Both the user and Ethyly agree that any legal dispute or claim, arising under principles of law or equity, that has occurred or may occur between them, in any way related to or arising out of the Terms and Conditions or use of the Site or access to the Services, shall be exclusively submitted to the Jurisdiction of the Court of Milan.
12.2 The user can submit a complaint by e-mail at [email protected] in the manner described in the complaint management section on the site.
Article 13 - Access to Data
13.1 To provide the Services, Ethyly will collect information from the user which, according to the legislation on the protection of personal data (Legislative Decree No.196 of June 30, 2003, and EU Regulation no. 679/2016), represents personal data. Such data will be processed for the purposes expressly indicated in the Service Information available on the Website, in force from time to time. Ethyly uses a third-party company to provide privacy and GDPR data retention services.
13.2 Ethyly will also have access to non-personal data of users generated through the use of the Site or Services, which will be used to perform and offer market reports and analysis. This includes, for example, information on products, the information provided by users at the time of account creation, and information on all transactions. Ethyly may share such information with third-party service providers to provide the Services and improve the experience of registered users, and will also retain such information after the user has deactivated or closed their account, under applicable law.
13.3 Furthermore, Ethyly may offer among its Services the sharing of commercial data collected from the Website with professionals.
Article 14 - General Clauses
14.1 If any provision of these Terms and Conditions is found to be invalid, void, or unenforceable in any circumstance, such provision shall be considered separable and shall not affect the validity and enforceability of the remaining provisions.
14.2 Ethyly may partially or fully assign the credits, rights, and guarantees arising from the contract by notifying the Customer in accordance with the law.
14.3 Following Article 1407 of the Italian Civil Code, the Customer hereby gives its consent to Ethyly's assignment of its contractual position to another party. Prompt notice of such assignment will be given to the user.
14.4 The user may not assign the contract or any of the obligations and/or rights arising from it, nor the account, which use is strictly personal.
After reading these Terms and Conditions that govern the relationship, the user declares, according to Article 1341 of the civil code, that they fully accept and specifically approve the clauses referred to in the articles: