Terms & Conditions

TERMS AND CONDITIONS OF USE OF THE FRESHTRADE PLATFORM

FRESH TRADE ONLINE S.R.L.

Registered and operating office: Rome, Italy ([full address: _____]).

VAT number and Tax Code: [to be assigned: ].

Economic and Administrative Index (REA) No.: [].

Share capital: [_____].

Website: www.freshtrade.online. General contact: info@freshtrade.online. Certified electronic mail (PEC): [_____].

Last updated: 22 June 2026. Effective date: 22 June 2026.

1. Recitals, definitions, and order of precedence of documents

These conditions govern access to and use of the private trading network known as FreshTrade (hereinafter, the “Platform”), operated by FRESH TRADE ONLINE S.R.L. (hereinafter, “FreshTrade”, the “Company”, or the “Operator”), a company incorporated under Italian law with its registered office in Rome. For the purposes of interpretation, “Member” or “Business User” means any undertaking, body, or professional operator admitted to the network following the application process; “Seller” means the Member who offers fresh fruit and vegetable products on a wholesale basis; “Buyer” means the Member who seeks such products for the purposes of resale, distribution, or processing; “Counterparty” means any other Member with whom a Business User comes into contact through the Platform; and “Content” means any data, company profile, request for quotation, document, or information uploaded to the network. Acceptance of these conditions constitutes an indispensable prerequisite for admission. In the event of conflict between the various contractual documents, the order of precedence is the following: the order of accession signed by the Member, these Terms and Conditions, the Privacy Policy, the Cookie Policy, and any particular conditions relating to individual ancillary services.

2. Nature of the service and legal qualification of the Platform

FreshTrade provides an information society service, accessible on a software-as-a-service basis, consisting of a private technological infrastructure that facilitates the meeting of professional operators in the fresh produce sector. It must be clarified at the outset, with decisive value for the entire contractual framework, that the Company operates solely as the provider of a technological intermediation service. FreshTrade neither purchases, sells, holds, transports, nor in any way guarantees the fresh produce that forms the subject of the trades between Members. The Platform does not constitute an open marketplace, a commission agent, an agent with powers of representation, or a broker within the meaning of Articles 1754 and following of the Italian Civil Code, and it does not assume the position of a party to the contracts of sale concluded between the Business Users. The value offered lies in access to a reserved environment of verified counterparties, in the provision of tools for the publication and management of requests for quotation, and in the connected information services. The foregoing qualifies the Company’s position as that of an intermediary service provider within the meaning of Legislative Decree No. 70 of 9 April 2003, implementing Directive 2000/31/EC, as well as of Regulation (EU) 2022/2065 (Digital Services Act), applicable to providers of intermediary services since 17 February 2024.

3. Identity of the Operator, B2B scope, and applicable legal framework

In compliance with Article 7 of Legislative Decree No. 70/2003, the information identifying the provider (company name, registered office, particulars of registration with the Business Register, and direct contact details) is set out in the heading above and made permanently accessible on the domain www.freshtrade.online. Access to the network is reserved exclusively to undertakings and professional operators acting in the exercise of their commercial, entrepreneurial, or professional activity. No consumer, as defined by Article 3 of Legislative Decree No. 206 of 6 September 2005 (Consumer Code), may be admitted. A significant legal consequence follows from this strictly business-to-business nature: consumer protection legislation, including the fourteen-day right of withdrawal provided for distance contracts, does not apply to the relationships governed by these conditions. For the sake of completeness, it is noted that the European online dispute resolution (ODR) platform, established by Regulation (EU) No. 524/2013, was decommissioned with effect from 20 July 2025 pursuant to Regulation (EU) 2024/3228, with the result that the relevant link is no longer operational or capable of being cited. The relationships between FreshTrade and its Members remain subject to Italian law, to the principles of transparency and fairness consistent with Regulation (EU) 2019/1150 on fairness for business users of online intermediation services, and to the further provisions referred to in this text.

4. Admission requirements and application process

Access to the Platform presupposes completion of a structured application process, intended to preserve the quality and overall reliability of the network. The applicant submits a formal request accompanied by the required corporate documentation, attesting to the legal existence of the undertaking, its administrative regularity, and the relevance of its corporate purpose to the fresh produce sector. Submission of the application entails payment of an application and due diligence fee, the current amount of which, equal to EUR 500.00, is indicated in the order of accession. That fee remunerates the verification and assessment activity carried out by the Company and is due irrespective of the outcome of the application. It follows, expressly, that rejection of the applicant does not in any case give rise to a right to a refund of the fee paid, the latter constituting the consideration for an activity already performed and not an advance for a future service. FreshTrade reserves the unquestionable right to accept or reject any application, without any obligation to provide detailed reasons, while respecting the principles of non-discrimination and good faith.

5. Nature, scope, and limits of the verification activity

The verification activity constitutes a defining element of the FreshTrade offering, and precisely for this reason its exact delimitation is of central importance. The Company subjects applicants and Members to a due diligence process that may include verification of corporate identity, analysis of creditworthiness conducted also through specialised providers such as Creditsafe, and assessment of commercial reputation. Such a process operates as a qualitative filter intended to reduce, to an appreciable extent, the risk of encountering unreliable counterparties. It remains understood, however, with binding effect for all Members, that the verification does not in any case constitute a guarantee, a surety, a certification of solvency, or an assumption of liability on the part of FreshTrade as to the present or future reliability, the financial capacity, the correctness, or the performance of the obligations of any Member. The reputational and credit information is indicative in nature, refers to the moment of its collection, and originates in part from third-party sources over which the Company exercises no control. Each Member retains the burden of conducting its own independent assessments before concluding any commercial transaction. The scoring and reputation indicators do not replace the professional diligence incumbent on each operator.

6. Membership types, fees, duration, and payment conditions

Accession to the network entails payment of an annual fee that varies according to the role of the operator. The current fee for Sellers (producers, producer organisations, wholesalers, and exporters) is EUR 3,000.00 per year; the fee for Buyers (importers, distributors, large-scale retail operators, and professional catering operators) is EUR 1,500.00 per year; and mixed operators, who act simultaneously in purchasing and selling, are subject to a combined membership on the conditions set out in the order. The fees in force, together with any ancillary pay-per-use services (qualified introductions, curated deal flow, value-added services, and logistics services), are detailed in the price list published on the domain and in the order of accession, which prevail in the event of a price update. The fee is paid in advance upon activation and has a duration of twelve months. Save for cancellation communicated in accordance with the procedures set out in Article 15, the membership renews tacitly for successive annual periods at the fee then in force. As these are commercial transactions between undertakings, Legislative Decree No. 231 of 9 October 2002 applies to late payments: default interest accrues automatically, without the need for any formal notice of default, from the day following the due date, without prejudice to the Company’s right to compensation for recovery costs. Failure to pay entitles the Company to suspend access to the Platform.

7. Relations between Members and the Company’s extraneousness to the contracts of sale

The matter governed here represents the foundation of the entire liability framework. Every contract of sale, supply, transport, or provision of services negotiated between Members is concluded directly and exclusively between the Buyer and the Seller, who autonomously define its subject matter, price, delivery terms, payment methods, and every other stipulation. FreshTrade remains entirely extraneous to such relationships and assumes no obligation, guarantee, or liability in respect of them. In particular, the following fall exclusively upon the parties to the transaction: the quality, quantity, conformity, wholesomeness, and safety of the products traded; compliance with the applicable health, phytosanitary, customs, and traceability regulations; performance of the payment obligations and management of the related insolvency risk; organisation of transport and of the cold chain; and the handling of defects, faults, delays, disputes, and breaches. Any disputes arising between Members in relation to a commercial transaction must be resolved directly between them, without involvement of the Company, which in no case acts as arbitrator, guarantor, or jointly liable party.

8. Third-party services and ancillary providers

Within the network, and for separate consideration, Members may access ancillary services provided by third parties, including, by way of example and without limitation, insurance, logistics and transport, financial screening, trade finance, international tax advisory, and documentary services. Such services are provided by the respective specialised operators, including by way of referral or technical integration into the Platform, and remain governed by the contracts and conditions established by each provider. With respect to such services, FreshTrade acts merely as a point of access or referrer, and is not liable for their performance, quality, timeliness, or outcome. The activation of a third-party service establishes an autonomous contractual relationship between the Member and the provider, to which the Company remains extraneous.

9. Obligations and conduct of Members

Accession to the network entails the assumption of precise obligations of conduct. Each Member warrants the truthfulness, accuracy, and currency of the information provided upon application and throughout the relationship, undertaking to communicate promptly any material change. The Member undertakes to use the Platform in accordance with the law, with these Terms, and with the principles of professional fairness, refraining from fraudulent, defamatory, or harmful conduct towards other Members. The mass and unauthorised extraction of directory data, the transfer of access credentials, and any attempt to circumvent the Platform in order to deprive the Company of the agreed consideration are prohibited. The information accessible within the reserved environment, including company profiles and requests for quotation, is covered by an obligation of confidentiality and may not be disclosed to third parties outside the network without the consent of the entitled party. Breach of such obligations entitles the Company to adopt the measures referred to in Article 15.

10. Intellectual property

All intellectual and industrial property rights relating to the Platform, including the software, databases, architecture, interface, trademarks, logo, domain names, editorial content, and market-intelligence reports, belong exclusively to FRESH TRADE ONLINE S.R.L. or to its licensors, and are protected by Law No. 633 of 22 April 1941 on copyright, by the Industrial Property Code set out in Legislative Decree No. 30 of 10 February 2005, and by the applicable international conventions. Accession confers on the Member a personal, limited, non-exclusive, non-transferable, and revocable licence of use, confined to the purposes of the network and to the duration of the membership. By uploading its own Content, the Member grants the Company a non-exclusive, royalty-free, and limited licence to host, reproduce, and display such Content to other Members for the sole purposes of operating the Platform, declaring that it holds the relevant rights and that it does not infringe the rights of third parties.

11. Copyright policy and procedure for reporting unlawful content

Consistent with the liability regime for intermediary providers set out in Articles 14, 15, 16, and 17 of Legislative Decree No. 70/2003 and in Articles 4, 5, and 6 of Regulation (EU) 2022/2065, the Company is not subject to a general obligation to monitor the Content uploaded by Members, but adopts a notice-and-takedown procedure. Should a rightholder, or any interested party, consider that Content present on the Platform infringes a copyright, a trademark, or another exclusive right, or is otherwise unlawful, it may send a detailed report to the address legal@freshtrade.online, specifying the contested Content, its location, the right allegedly infringed, and its own contact details. Upon receipt of a suitable and sufficiently reasoned report, FreshTrade shall promptly proceed with the assessment and, where well-founded, with the removal of or disabling of access to the Content, reserving the right to inform the Member concerned and to adopt the measures referred to in Article 15. The removal of Content following a report does not entail any acknowledgement of liability on the part of the Company.

12. Processing of personal data and cookies

The processing of the personal data provided by Members and their representatives is carried out in compliance with Regulation (EU) 2016/679 (GDPR) and with Legislative Decree No. 196 of 30 June 2003, as amended by Legislative Decree No. 101/2018. The methods, purposes, legal bases, retention periods, and rights exercisable by data subjects are described in detail in the Privacy Policy and in the Cookie Policy, published on the domain and forming an integral part of this agreement. To exercise the rights recognised by Articles 15 to 22 of the GDPR, the data subject may contact the details indicated in the said notice.

13. Limitation of liability

The Company undertakes to provide the service with the diligence proper to a professional operator, without however guaranteeing uninterrupted continuity, the absence of errors, or the constant availability of the Platform, which is provided in the state in which it is found and according to technical availability at the relevant time. Within the limits permitted by law, FreshTrade is not liable for damages, whether direct or indirect, arising from the conduct of Members, from the non-performance of Counterparties, from the failure to conclude or from the failure of negotiations, from the inaccuracy of information provided by Members or by third-party sources, or from interruptions of the service attributable to technical causes, to external providers, or to events of force majeure. In any event, consequential damages, loss of profit, loss of commercial opportunity, and reputational harm are excluded. Should liability of the Company nevertheless be established, it shall be limited, for each contractual year, to the amount of the fee paid by the Member in the twelve months preceding the event. In accordance with Article 1229 of the Italian Civil Code, any liability for wilful misconduct or gross negligence remains expressly unaffected, and may not be the subject of prior exclusion or limitation.

14. Indemnity and hold harmless

Each Member undertakes to indemnify and hold harmless FRESH TRADE ONLINE S.R.L., its directors, employees, and collaborators, from any claim, action, dispute, damage, cost, or charge, including reasonable legal expenses, that may arise from disputes with other Members or with third parties in relation to the commercial transactions concluded through the Platform, from the breach of these Terms, from the untruthfulness of the information provided, or from the failure to comply with provisions of law or with the rights of others. Such indemnity obligation shall survive the termination of the membership, in respect of facts occurring during its currency. The present clause makes it possible to confine the Company’s exposure to the sole proper functioning of the technological infrastructure, keeping it extraneous to the commercial disputes, physiological in any trading network, that may arise between operators.

15. Suspension, exclusion, and termination of membership

FreshTrade may suspend or revoke a Member’s access, giving notice and stating the reasons in a manner consistent with the principles of transparency proper to relations between platforms and business users, in cases of failure to pay the agreed consideration, of breach of the obligations of conduct, of ascertained supervening unreliability, of conduct prejudicial to the integrity of the network, or of requests by the competent authority. In the most serious cases, the Company may proceed with immediate exclusion. The Member may in turn withdraw from the relationship, preventing tacit renewal by means of a cancellation to be sent in writing at least thirty days before the annual expiry date. Termination, on whatever grounds, entails deactivation of the profile and loss of access to the tools of the network, without prejudice to the obligations of confidentiality and indemnity that survive termination.

16. Refund policy

Consistent with the B2B nature of the relationship and with the inapplicability of consumer legislation, the consideration paid to FreshTrade is not subject to any right of withdrawal or cooling-off. In particular, the application and due diligence fee is non-refundable in any case, since it is the consideration for a verification activity actually performed. The membership fee, paid in advance, does not give rise to refunds, whether partial or pro rata, in the event of early withdrawal by the Member, of non-use of the service, or of exclusion due to breach of these Terms. A refund, limited to the unused portion of the fee, may be granted by way of exception solely where the termination of the relationship is attributable to a serious and definitive breach by the Company in the provision of the service, and following written notice that has remained without remedy within a reasonable period.

17. Amendments to the Terms and to the economic conditions

The Company reserves the right to amend these Terms, the price list, and the features of the service, for regulatory, technical, or commercial reasons. Material amendments are communicated to Members with prior notice of not less than fifteen days before their entry into force, by means of a notice on the Platform or a communication to the registered contact details, in line with the transparency standards promoted by Regulation (EU) 2019/1150. A Member who does not wish to accept the amendments may withdraw at no cost within the notice period; continued use of the service after the entry into force constitutes acceptance.

18. Governing law and place of jurisdiction

These Terms and the relationships arising from them are governed by Italian law. For any dispute relating to their validity, interpretation, performance, or termination, the Court of Rome shall have exclusive jurisdiction, with express waiver of any other concurrent forum. The parties may, on an optional and preliminary basis, attempt an amicable settlement or mediation before an accredited body, without prejudice to the right to bring proceedings before the judicial authority.

19. Final provisions

These conditions, together with the order of accession and the documents referred to herein, constitute the entire agreement between the parties, superseding any prior understanding. The invalidity or ineffectiveness of an individual clause does not prejudice the validity of the remaining ones, which retain full effect. The Member may not assign its contractual relationship without the written consent of the Company, which may instead assign the contract in the context of corporate transactions, including in favour of a foreign company controlled by it, upon prior notice. Communications are deemed validly made to the registered contact details. Where versions exist in more than one language, the Italian version prevails for interpretative purposes.

20. Express approval pursuant to Articles 1341 and 1342 of the Italian Civil Code

The Member declares that it has read, understood, and that it specifically approves, pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the following clauses: Article 2 (extraneousness to the contracts of sale); Article 4 (non-refundability of the application fee); Article 5 (limits of the verification activity); Article 6 (tacit renewal and default interest); Article 7 (exclusive liability of the parties to the transaction); Article 8 (exclusion of liability for third-party services); Article 13 (limitation of liability); Article 14 (indemnity and hold harmless); Article 15 (suspension and exclusion); Article 16 (refund policy); and Article 18 (exclusive place of jurisdiction).