General Terms and Conditions of the App “ShopAround”
For the sake of the interpretation of these Terms and Conditions, the following capitalized words shall have only the meaning indicated below. All definitions contained at the present Article 1 are to be intended as referring both to the singular and to the plural forms of the indicated words.
Agreement: jointly refers to the present definitions, the Conditions, the regulation of the relationship between ShopAround and Users and the final clauses, as regulated in the three Sections composing the present Agreement
App: refers to the free app ShopAround for mobile phones [as well as for electronic devices in general] by means of which Users may choose their favourite Itinerary and get advantageous conditions in purchases made in the shops which are part of the ShopAround network.
Conditions: refers to the “General conditions and regulation for Users” contained in Section I of the present Agreement.
Consumer: refers to the Users (as individuals) who use the App for reasons which are extraneous to his/her habitual professional activity.
Itinerary: refers to the Users’ preferences as to their favourite way of making their shopping; the choice of the Itinerary is based on the “style” indicated by Users or on the indication of a certain category of products that the User is willing to buy. The App contains, e.g., the following categories of products: [-Fashion, Food, Beauty and Design, Music and Books].
Personal Area: refers to the screen in the App from which each User may manage his/her account after having indicated his/her username and password.
Platform: has the same meaning of App.
Services: refers to the Services that ShopAround offers to Users, i.e. the indication of Itineraries and the possibility to make use of the advantages referred to in Section 2.
ShopAround: refers to the company ShopAround s.r.l., Via Marsala29, 00185 Roma, which operates through the App. Third Parties: refers to individuals and entities which are different from Users and ShopAround. User: refers to all people which are registered on the App. The registration is allowed for all individuals of adult age. All Users shall have a personal account.
Section I – Conditions
1 Scope of the App’s business
a. ShopAround allows Users to realize personalized shopping tours through the choice of an Itinerary that is suitable for them and to take advantage, in accordance with the present Agreement, of convenient purchase conditions in shops which entered into agreements with ShopAround in order to become part of the ShopAround network.
I.2 Ownership of the App
a. The App has been invented by ShopAround, is owned by ShopAround and is managed by ShopAround.
I.3 Legitimacy to use the App
a. Prior to be entitled to use the App, each User shall accept to enter into the present Agreement. Once Users have entered into the present Agreement, it is assumed that they have accepted the present Agreement in all its parts and that they perfectly acknowledged the content of the present Agreement, as well as their responsibilities and obligations towards ShopAround and other Users. By using the App, Users assume the full responsibility for each use and abuse of the App causing damages to ShopAround, other Users or Third Parties.
I.4 Conditions for using App
a. All the Services provided by the App are accessible only to Users. Users, when registering to the App, shall:
● Grant the correctness, the completeness and truthfulness of their personal data, of which they assume the full responsibility, in accordance with the Italian Presidential Decree D.P.R. 20 December 2000, n. 445;
● Certify, in accordance with what stated at the previous point and under their responsibility, to be adult;
● Keep updated their personal data, amending them in cases of variations and ensuring the confidentiality of their username and password, in accordance with what stated in the present Agreement, the applicable law and in the Privacy. Users, moreover, using the App accept the privacy regulation set forth in the Privacy and/or in the applicable law.
I.5 Prohibitions and obligations
a. It is forbidden to carry out any activity of framing, hackering (including stretch of personal accounts,defacing, codeinjection, reverse engineering), phishing, spamming, harvesting and cloningon the App and/or in relation to personal accounts.
b. Users undertake to:
i)Not provide false information of any kind;
ii) Not interfere or disturb the network on which the App operates;
iii) Not reveal to Third Parties their username and password or use their username or password for unlawful activities.
c. ShopAround, in the case where it should find out that Users are carrying out fraudulent or unlawful activities in relation to their use of the App and of the Services, has the full right to suspend this User and/or exclude him from the App, to signal this User to the competent authorities and to impose the safe measures which are necessary to safeguard the confidentiality and security of the information that it possesses. In this regard, all Users undertake to signal to ShopAround possible activities carried out by other Users which are fraudulent, unlawful and contrary to the present Agreement. If a User knows about the existence of one of such conducts and does not signal it/them to ShopAround, it will loose the right to claim anything in this regard.
I.6 Responsibility of Users
a.Users declare to be totally and exclusively responsible for each activity related to the use of Services by themselves.
b. By means of the present Agreement Users undertake to make use of the Platform only for the scopes of the App and to comply with the present Agreement. In this regard, Users declare: (i) to acknowledge and understand what is stated in the present Agreement; (ii) to undertake to respect all the obligations set forth in the present Agreement; (iii) to acknowledge that ShopAround is an App and a technological platform owned by ShopAround, where only the activities described in the present Agreement take place; (iv) to be adult and to be legally entitled to enter into transactions.
c. Users shall inform ShopAround of any violation or lose of the confidentiality of the App.
I.7 ShopAround’s liability
a. ShopAround does not provide Users with any guarantee on the suitability of the App to reach a certain goal, and is not able to guarantee – and does not undertake – that Users may reach certain goals by means of the use of the Platform and the related Services.
b. The activity carried out through the Platform and/or ShopAround cannot be considered as an “intermediazione” pursuant to Art. 2, paragraph 1, letter b) of Italian Law of 14 February 2003, n. 30 (so-called “legge Biagi”), considering that the App does not have the goal of concluding labour contracts.
c. Users recognize that the App might contain banners/links to other websites or applications which are not under ShopAround’s control; the possible publication of such banners/links does not imply any guarantee by ShopAround of their content and ShopAround does not assume any responsibility in that regard. Users recognize, therefore, that ShopAround is not responsible, e.g., ofthe truthfulness, correctness, completeness, respect of IP law, of public policy and morals of such banners/links.
d. ShopAround – even if undertaking, for what is under its responsibility, to intervene in order to quickly obviate to any problem related to the functioning of the App – does not guarantee and thus does not assume any responsibility that the App may face troubles in its functioning, including that the Platform and Services may temporarily stop functioning and/or generate errors, omissions, interruptions, cancellations, defects, delays in the functioning or in the transmission of data, anomalies on the network unauthorized access or alterations of communications to Users. Users undertake not to claim anything against ShopAround in the case where one of the aforementioned events takes place.
I.8 Limitations in the supply of Services
a.On the basis of the characteristics of the App and of the Services, ShopAround is entitled to – without incurring in any kind of liability – for technical reasons (e.g. relocation of the Server, update of the software) modify, suspend or interrupt, either entirely or partially, the Services giving a prior 15 days notice to Users. No prior notice will be due in the cases where the change, suspension, interruption or malfunctioning (e.g. for the bugs or for incompatibility with a certain software or hardware) of the App or the Services are due to:
●Networks or telephone lines;
● Online services, servers or providers;
● Informatics equipment;
● Software, malfunctioning of webmail services or reproduction of audio or videos related to internet’s malfunctioning.
b.It is assumed that (and Users expressly hereby accept) that in the hypothesis of clause 1.8.a., ShopAround shall not pay to Users any amount as a penalty, indemnification, reimbursement, damage etc.
c.Users’ access to the App does not involve any obligation by ShopAround to control the presence of virus, worms or any other form of malicious program. It is the Users’ obligation to dispose of adequate equipment in order to notice and remove any damaging product. In this regard, the Users will be responsible towards ShopAround, other Users and Third Parties.
Section II – Relationship between ShopAround and Users
II.1 Registration, access and use of the Platform
a.Registration, access and use of the App are authorized through the combined use of username and password. Users, when freely registering to the App, may choose their username and password. When registering, Users shall also consent to the processing of their personal data by ShopAround and to their geo-localization by ShopAround.
b. After having logged in, Users will have access to their Personal Area and the Platform will allow Users to make use of the Services by following the automatic procedure set forth in the App.
c. ShopAround is entitled, on a case-by-case basis, to request Users to change their username and password in order to ensure the security and the decency of the App. Users, who are fully responsible towards ShopAround, other Users and Third Parties for their activities carried out through the Platform, undertake to notify ShopAround within 3 days from the moment in which they acknowledge that there has been an unauthorized access to the App and/or any activity that can put under risk the security of the Platform. Each unauthorized access to the App, to ShopAround’s servers and/or to ShopAround’s infrastructures is to be intended in violation of the present Agreement.
II.2 Procedure for the use of the App and legal regulation of such procedure
a.Registered Users are entitled to access into their Personal Area and make use of the Services offered by the App.
b.When Users make use of the App, they shall indicate their favourite style and/or the category of products they are willing to buy. Once Users have provided the App with such an indication, the Platform will create an ad hoc Itinerary for them. The Itinerary will be indicated by the Users’ electronic device and will be amendable during the Itinerary.
c.If Users decide to buy a product in one of the shops which are part of the ShopAround network, Users will be able to pay such a purchase through the App, which makes use of Paypal and Stripe as systems of payment. The payment to shops takes place as soon as Users confirm their payment on the App. Users acknowledge that, once they purchase a product, they will be able to change it only with an identical product (e.g. of a different size) or with one or more products having the same cumulative prize, within [5-] days from the first purchase performed.
d. The price paid by Users for each purchase (hereinafter the “Relevant Payment”) is composed as follows: (i) a percentage, which varies on the basis of the agreements that ShopAround will reach with any shop, is directed to the payment of shops and will be invoiced by the shop to the User; (ii) a second percentage, which varies on the basis of the agreements that ShopAround will reach with any shop, is due to ShopAround as a fee for its intermediary activity.
The latter value sub (ii) is, in turn, composed of two parts: (a) a first part, equal to [5 or 7 % according to ShopAround Fee-] will be immediately collected by ShopAround and invoiced to the User; and (b) the remaining part (hereinafter “Conditioned Fee”) will be collected by ShopAround only if the User does not spend this amount in accordance with the procedure set forth at the following letter e. within a period of  days from the relevant date (such a period, hereinafter, the “Discount Period”). During the Discount Period, the amount of the Conditioned Fee will be deposited on ShopAround’s Stripe and PayPal accounts and at complete disposal of the User under the form of virtual credits. The User will be able to make use of it for future shopping on ShopAround, considering that the transfer of the Conditioned Fee to ShopAround is subordinated to the fact that the User does not spend such an amount during the Discount Period. It is assumed that the Discount Period for each purchase is to be referred to any Relevant Payment and ShopAround will be entitled to collect the Conditioned Fee regarding such a Relevant Payment when the relevant Discount Period will expire.
e. Pursuant to any Relevant Payment, Users are entitled to enjoy, during the Discount Period, of virtual credits for discounts equal to the value of the Conditioned Fee for the purchase of products in shops which are part of the ShopAround network. In the case where a User can take advantage of more than one discount equal to more Conditioned Fees, such a User is entitled to make a joint use of such discounts.
f. In the case where, at the expiry date of any Discount Period regarding each Conditioned Fee, the User has not made use of the virtual credits at its disposal through new purchases, the Conditioned Fee will be collected by ShopAround and invoiced by ShopAround to the User.
g. In the case where a User has been provided by a hotel, by a tour operator, by a travel agency or any other entity with a code which identifies him as a client of such a service provider, he will be entitled to further discounts, if applicable.
II.3 Limitations of ShopAround’s liability
a. Users undertake that ShopAround may be considered liable only for what is expressly set
forth in the present Agreement or in mandatory rules of the applicable law.
b. Users undertake to recoup their losses for any fault or discrepancy from the description (either visible or non-visible at the time of the sale) of their purchases from shops that sold the products. Users undertake not to claim from ShopAround anything in relation to the quality, the faults and the discrepancies with the description of the product.
c. Users expressly recognize that ShopAround is extraneous to the production, to the quality and to the sale of the products. In particular, inter alia, Users undertake not to claim from ShopAround any form of damage or indemnification with regard to the quality, the faults and/or the discrepancies with the description of the product. In relation to such possible claims, Users undertake to refer directly to sellers of the products.
a. Users may send complaints to ShopAround via email to be sent to the address specified below in the present Agreement. ShopAround undertakes to reply to such complaints within 3 working days from the moment the email is received.
Section III – Final Clauses
III .1 Entire Agreement
a .The present Agreement is composed of the definitions and of 3 Sections, which integrate with each other and are not to be interpreted separately from each other.
b. The present Agreement, and the Privacy as in force from time to time constitute the only regulation of the relationship between ShopAround and the Users with regard to the use of the App.
a. The present Agreement applies to all Users and is in force without time limits for all Users until any User will be registered on ShopAround, save as what stated at Article III.3 below.
a. Users have at any time the right to withdraw from the present Agreement, in accordance
with the cancellation procedure contained in their Personal Area.
b. ShopAround has the right to withdraw from the present Agreement with certain users, without any prior notice, by suspending or cancelling accounts, in presence of a valid motivation for doing so and, e.g., in the case where one of the following events takes place:
● breach by a User of a provision of the present Agreement;
● breach by a User of a provision of applicable law;
● abuses of the feedback mechanism [IF APPLICABLE].
c. In the case where a party will exercise its right of withdrawal, ShopAround will not have to pay anything (inter alia as a penalty, as an indemnification, as damages or as reimbursement for any expense) to Users. ShopAround has the right to legally safeguard its rights in the cases where Users breached the present agreement.
a. Each communication between ShopAround and the Users shall be sent via email, at the address [email@example.com] to ShopAround and at the address provided at the time of registration to the App to any User. Communications may be sent to ShopAround also via registered mail to ShopAround’s statutory seat. ShopAround is also entitled to send communications to Users through the App; Users acknowledge that such communications via App are legally equal to the other forms of communication set forth in the present clause.
a. ShopAround undertakes – within the limits of its competences and in accordance with the required due diligence and the legal duties burdening on it – to keep confidential towards third parties the value of the purchases made through ShopAround.
b. ShopAround undertakes to keep confidential Users’ data. ShopAround undertakes – save as for what expressly stated in the present agreement – to require prior authorization to Users prior to reveal any confidential information regarding them, save as (alternatively): (i) the information is within the public domain; (ii) the information shall be, in accordance with the applicable law, revealed to an authorized entity; (iii) the information is to be revealed in order to safeguard to security of purchases; (iv) the information is required by public authorities; and (v) the information is already known by who is receiving it.
III.6 Nullity and ineffectiveness of clauses
a. In the case where one of the clauses of the present Agreement is considered null or ineffective (either partially or entirely), such a nullity or ineffectiveness shall regard only the clause (or part of clause) which is allegedly null or ineffective. The present Agreement will remain valid and effective in the remaining parts.
b. In the case where, for whatsoever reason provided in the present Agreement (both in relation to a User’s liability or to the termination of this Agreement), the Agreement should cease to be effective with regard to a User, this will have ex nunc effects and shall not affect any claim that ShopAround may have against this User which arose when the agreement was valid and/or effective for such a User.
III.7 Applicable law and jurisdiction
a. The present Agreement shall be regulated by Italian law.
b. Any dispute in relation to this Agreement and/or to the use of the App, and/or the Services, as well as any dispute related to the Services, shall be brought before the Court of Rome, save as for the cases of Consumers, for which the Italian Consumer Code (D. Lgs. 206 of 2005) jointly with EU Regulation 1215/2012 provide further special jurisdictions.
a. ShopAround may amend the present Agreement by giving prior notice of such amendments
on the App and at the email address of all Users. Within 30 days from such a communication, Users will be entitled to confirm their registration to the App or to withdraw from it in accordance with clause IV.3. After such 30 days, in the case where Users do not reply to ShopAround, Users will be considered as having impliedly accepted the proposed amendments.
It is acknowledged that in cases of contrast between the Italian and English version of this Agreement, the Italian version will prevail.