VIVALY – GENERAL TERMS & CONDITIONS
(Compliant with EU and Italian Consumer Law)
Effective from:15.09.2025
Last updated: 10.11.2025
Provider: Vivaly, based in Padua, Italy
Email: info@vivaly.it
1. Scope of the Agreement
These Terms govern all services provided by Vivaly, including:
• Personal shopping and product sourcing on behalf of clients;
• Color and style analysis consulting;
• Shopping route design and outlet tours;
• Subscription and membership programs;
• Newsletter communications and post-purchase support.
Vivaly operates solely as a consultant and intermediary — not as a retailer, importer, or distributor. All product sales are concluded directly between the Client and the original store, outlet, or brand.
2. Nature of the Service
All services provided by Vivaly are professional consultancy activities under Articles 2229–2238 of the Italian Civil Code.
No employment, partnership, or agency relationship is created between Vivaly and the Client.
3. Authorization (Mandate)
By accepting these Terms, the Client authorizes Vivaly to act under a limited mandate to:
• Search for and reserve items in the Client’s interest;
• Communicate and coordinate purchases with stores;
• Handle payments and shipments as expressly approved by the Client.
This mandate is executed only upon written, digital, or verbal confirmation.
4. Product Authenticity
All items sourced by Vivaly are 100% authentic, obtained exclusively from official boutiques, outlets, and authorized resellers.
Authenticity documentation (receipts, invoices) can be provided upon request.
Product conformity and warranty claims are governed by the original seller’s terms (Directive (EU) 2019/771).
5. Payments and Fees
Service fees and estimated product prices are always communicated transparently in advance.
No transaction or purchase occurs without explicit Client approval.
Vivaly issues invoices only for its consultancy service.
6. Payment Intermediation
The Client may authorize Vivaly to receive a combined payment (service fee + product price) to simplify the transaction.
Vivaly acts only as a payment intermediary, forwarding the product portion to the original store on behalf of the Client.
Such transactions are legally defined as mandato con rappresentanza (Italian Civil Code Art. 1703–1710).
This means:
• The Client remains the legal buyer;
• The product never belongs to Vivaly;
• Vivaly’s revenue is limited to its service fee.
7. Fiscal and AML Compliance
All payments are traceable and comply with EU Directive 2015/849 (Anti-Money Laundering) and Italian tax law.
Funds are not retained longer than necessary to forward them to the seller.
Vivaly operates under a registered Italian Partita IVA and declares all service income transparently.
8. Color & Style Analysis
Color and style analysis are subjective professional evaluations.
They are not medical or psychological assessments.
Recommendations are intended for personal guidance only; results may vary depending on perception, lighting, or user application.
All photos or visual materials are used only with the Client’s explicit consent and processed per GDPR Regulation (EU) 2016/679.
9. Shopping Itineraries and Outlet Tours
Vivaly provides personalized outlet tours and route planning.
Unless otherwise stated, transportation, lodging, meals, and external services are not included.
Any third-party suppliers (drivers, couriers, hotels, restaurants) remain fully responsible for their own performance.
10. Subscriptions and Renewals
Memberships are valid for 12 months and renew automatically unless cancelled 14 days before renewal.
A renewal reminder is sent at least 30 days prior to renewal (Art. 65-bis, Italian Consumer Code).
If no reminder is sent, the Client may cancel at any time before renewal.
11. Right of Withdrawal
Clients may withdraw from a subscription within 14 days of activation if no service has begun.
Once a personalized consultation or purchase has started, the right of withdrawal no longer applies (Art. 59 Italian Consumer Code).
12. Digital Content
Digital color or style reports delivered electronically are non-refundable, as defined by Directive 2011/83/EU Art. 16(m).
13. Refunds
All consultancy fees become non-refundable once the service has been executed.
If Vivaly must cancel a confirmed service for internal reasons, any unperformed portion will be refunded within 14 business days.
14. Returns and Exchanges
Vivaly may assist with store returns or claims.
However, all return and refund policies are determined by the original store or brand.
Vivaly’s consultancy fee remains independent of such refunds.
15. Client Responsibilities
The Client must provide accurate, complete, and truthful information for successful service execution.
Vivaly cannot be held liable for errors caused by incomplete or incorrect data.
16. Confidentiality and Privacy
Vivaly treats all client data, images, and communication with confidentiality.
Personal data are processed solely for contract execution, invoicing, and legal compliance, per GDPR (EU) 2016/679 and D.Lgs. 196/2003.
Clients may request access, correction, or deletion of data by emailing info@vivaly.it.
17. Data Transfers
When data are transferred outside the EU (e.g., to Türkiye or the UK), Vivaly uses Standard Contractual Clauses (EU 2021/914) ensuring equal protection.
18. Intellectual Property
All documents, reports, guides, and visuals created by Vivaly remain its intellectual property.
Clients receive a non-transferable, personal-use license only.
Reproduction or resale without written permission is prohibited.
19. Non-Commercial Use
Products sourced through Vivaly must be for personal use only.
Clients may not request or authorize purchases for resale or commercial distribution.
20. Service Limitations
Vivaly’s role is advisory. It is not liable for:
• Defects or damages in products (seller’s responsibility);
• Courier delays or customs blocks;
• Unsatisfactory aesthetic results from consultancy.
21. Force Majeure
Vivaly shall not be liable for non-performance caused by events beyond its control (e.g., pandemics, strikes, cyberattacks, shipping disruptions).
22. Governing Law and Jurisdiction
These Terms are governed by Italian law and the EU consumer protection acquis.
Disputes are handled by the court of the consumer’s domicile or the Court of Padova, per Regulation (EU) 1215/2012.
23. Dispute Resolution
Before court action, both parties agree to attempt mediation through an authorized body (D.Lgs. 28/2010).
Consumers may also use the EU ODR Platform or Camera di Commercio di Padova – Servizio di Conciliazione.
24. Amendments and Updates
Vivaly may update these Terms to reflect new legal or operational requirements.
Updates take effect upon publication on vivaly.it. Continued use of the site implies acceptance.
25. Brand Independence
Vivaly is not affiliated, sponsored, or endorsed by any brands mentioned on its website or communications.
All trademarks belong to their respective owners.
26. Entire Agreement
These Terms represent the complete agreement between Vivaly and the Client, superseding prior verbal or written communications.
27. Acceptance of Terms
By using the website, submitting a request, or confirming digitally (including via WhatsApp or email), the Client declares to have read, understood, and accepted these Terms & Conditions and the Privacy Policy.
28. Client Age and Legal Capacity
Services are provided only to clients aged 18 or older and with full legal capacity to enter binding agreements.
29. Independent Status
Nothing in these Terms shall create a partnership, employment, joint venture, or representation relationship between Vivaly and the Client.
Vivaly acts as an independent professional consultant under Italian Civil Code Art. 2229 et seq.
30. Conflict of Interest and Fairness
Vivaly provides impartial advice and acts in the best interest of each Client.
If simultaneous sourcing for multiple clients creates potential conflicts, Vivaly will disclose this transparently before proceeding.
31. Affiliate or Collaboration Disclosure
If Vivaly receives any commission, referral benefit, or partnership advantage from third parties (e.g., boutiques, outlet stores, or digital platforms), this will be clearly disclosed to the Client prior to the transaction.
32. Brand and Trademark Disclaimer
Vivaly is an independent consultancy and is not affiliated, endorsed, or sponsored by any brand or boutique mentioned on its website, social media, or communications.
All trademarks and logos belong to their rightful owners.
33. Intellectual Property & Copyright
All written, visual, and graphic materials produced by Vivaly (including reports, color palettes, style analyses, and itineraries) are intellectual property of Vivaly.
They may not be reproduced, distributed, or resold for commercial purposes without written authorization.
34. Confidentiality and Non-Disclosure
All Client information, photos, preferences, and correspondence are confidential.
Vivaly will not share or disclose such data unless legally required or expressly authorized by the Client.
35. Payment Failure or Delay
If payment is delayed or incomplete, Vivaly may suspend or cancel ongoing services.
Services partially performed remain payable in full.
36. Termination for Breach
Vivaly reserves the right to terminate any service without refund if the Client engages in fraud, harassment, unethical behavior, or violates these Terms.
37. Liability Limitation
Vivaly’s total liability for any claim, whether contractual or tortious, shall not exceed the total consultancy fee paid by the Client.
Vivaly is not responsible for indirect, incidental, or consequential damages (loss of profit, emotional dissatisfaction, etc.).
38. Force Majeure (Extended)
Events such as pandemics, energy crises, cyberattacks, natural disasters, government restrictions, or transport disruptions constitute force majeure.
During such events, Vivaly may suspend or postpone services without penalty.
39. Anti-Money Laundering & Verification
Vivaly complies with Directive (EU) 2015/849 on anti-money laundering.
Vivaly may request proof of identity or payment source to comply with legal verification duties.
40. Tax Transparency and Invoicing
Vivaly invoices only its consultancy services.
Product payments collected on behalf of clients are registered as “advance on behalf of Client (anticipo per conto del cliente)”, excluded from VAT as per Agenzia delle Entrate guidance.
All transactions are fully traceable and declared under Italian fiscal law.
41. ADR and Mediation Rights
Clients have the right to resolve disputes through:
• Camera di Commercio di Padova – Servizio di Conciliazione
• or via the EU Online Dispute Resolution Platform (https://ec.europa.eu/consumers/odr).
Vivaly encourages peaceful, pre-judicial resolution of disputes (D.Lgs. 28/2010).
42. Cross-Border and Jurisdiction Rules
For clients in the EU, consumer protection laws of their residence country prevail (Reg. 593/2008 – Rome I).
For non-EU clients, jurisdiction defaults to the Court of Padova, Italy.
43. Data Security and Technical Protection
Vivaly implements encryption, restricted access, and secure servers to protect client data under GDPR Art. 32.
Despite best efforts, Vivaly cannot be held responsible for technical failures beyond its control (hosting or email provider downtime).
44. Third-Country Data Transfers
When personal data are transferred to countries outside the EEA (e.g., Türkiye or UK), transfers are protected under Standard Contractual Clauses (EU 2021/914) and equivalent safeguards.
45. Sustainability and Ethical Commitment
Vivaly sources products exclusively from legitimate, transparent channels and promotes sustainability in line with Directive (EU) 2024/825 and D.Lgs. 231/2001.
Vivaly does not support counterfeit trade or unethical labor practices.
46. Client Conduct and Online Behavior
Clients are expected to behave respectfully in communications.
Defamatory, misleading, or aggressive public statements about Vivaly or its partners are strictly prohibited and may lead to legal action under Art. 2043 of the Italian Civil Code.
47. Audit and Legal Cooperation
If required by Italian or EU authorities, the Client agrees to cooperate in providing documentation for compliance or verification purposes.
48. Contract Duration and Renewal
Unless otherwise agreed, these Terms remain valid for 12 months from acceptance and renew automatically with continued use of Vivaly’s services.
They may be terminated anytime by written notice without prejudice to pending obligations.
49. Changes and Notifications
Vivaly reserves the right to modify these Terms for legal, technical, or operational reasons.
Updates are posted on vivaly.it and take effect upon publication.
Clients will be notified in advance of substantial changes.
50. Successors and Business Continuity
If Vivaly changes its corporate structure (e.g., SRLS → SRL), all existing agreements and obligations remain valid and binding under Art. 2558 of the Italian Civil Code.
51. Acceptance and Binding Effect
By using this website, submitting an order, or confirming digitally (including via WhatsApp, email, or online form), the Client declares full acceptance of these Terms & Conditions, the Privacy Policy, and Cookie Policy published on vivaly.it.
Continued use of Vivaly’s services constitutes ongoing acceptance.
Final Summary
The 51 Articles provides:
• Full EU + Italian legal compliance for consultancy, payments, subscriptions, and data handling.
• Legal authorization for Vivaly to collect product + service payments under “mandato con rappresentanza.”
• Protection for both parties regarding data, authenticity, dispute resolution, and brand transparency.
• Immediate enforceability with online confirmation (checkbox or WhatsApp/email approval).
Legal References :
• Directive 2011/83/EU (Consumer Rights)
• Directive (EU) 2019/2161 (Omnibus)
• Directive (EU) 2019/770 & 2019/771 (Digital & Product Conformity)
• Directive 2013/11/EU (ADR)
• Regulation (EU) 2016/679 (GDPR)
• Regulation (EU) 1215/2012 (Brussels I Recast)
• Italian Consumer Code (D.Lgs. 206/2005, Art. 52–65-bis)
• Italian Civil Code (Art. 1703–1710, 2229–2238)
• Regulation (EU) 2015/849 (Anti-Money Laundering)
• D.Lgs. 28/2010 (Mediation Law)
Summary of Legal Protection
This Terms & Conditions document:
• Defines Vivaly as a consultancy & intermediary, not a reseller.
• Legalizes payment collection on behalf of the Client (mandato con rappresentanza).
• Ensures GDPR, AML, and fiscal compliance.
• Covers subscriptions, refunds, digital content, and style consulting.
• Provides clear dispute, jurisdiction, and lia
Terms& Conditions for Subscriptons
1. Purpose and Scope of the Service
Vivaly offers a subscription-based personal shopping consultancy service. The purpose is to assist clients in identifying, sourcing, and purchasing authentic luxury products from official boutiques, outlets, and authorized sellers within the European Union and Türkiye.
Vivaly acts exclusively as a consultant/intermediary and does not sell, import, or manufacture any product. The sales contract of each product remains directly between the Client and the original seller.
Legal reference: Directive 2011/83/EU (Art. 2, 6), D.Lgs. 206/2005 (Art. 45–48).
2. Pre-Contractual Information and Transparency
In accordance with EU Directive 2011/83/EU and Italian Consumer Code Articles 49–51, the following information is always provided to the Client before activation:
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Nature and scope of the service;
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Duration and renewal period of the subscription;
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Total price (including VAT if applicable) and all recurring fees;
-
Cancellation and withdrawal rights;
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Contact details for complaints and data protection.
This information is displayed in a clear, comprehensible, and prominent manner before subscription activation or payment confirmation (“Pay now” or equivalent).
Legal reference: Directive 2011/83/EU, Art. 5–8; Codice del Consumo, Art. 49–51.
EUR-Lex Directive 2011/83/EU
3. Subscription Duration, Renewal, and Termination
The subscription is valid for 12 months from activation and automatically renews for the same duration unless terminated in writing by either party at least 14 days prior to renewal.
Vivaly will send a renewal reminder at least 30 days before renewal, as required by Law No. 214/2023, which introduced Article 65-bis to the Italian Consumer Code.
If the Client does not receive this 30-day notice, they may cancel the subscription at any time without penalties until the next expiry date.
Cancellation can be made easily through the same channel used for subscription (email, WhatsApp, or online dashboard), and Vivaly will confirm the termination on a durable medium (email or PDF).
Legal reference:
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D.Lgs. 206/2005, Art. 65-bis (as amended by Law 214/2023, G.U. 30/12/2023)
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Gazzetta Ufficiale – Legge 214/2023
4. Right of Withdrawal (Recesso)
The Client (consumer) has the right to withdraw from the subscription within 14 days from activation without giving any reason, in accordance with Articles 52–59 of the Italian Consumer Code.
If the Client expressly requests Vivaly to begin the consultancy before the 14 days expire and acknowledges that the service will be considered executed once performed, the right of withdrawal no longer applies after execution or once a purchase has been made on behalf of the Client.
Legal reference: Codice del Consumo, Art. 52–59; Directive 2011/83/EU, Art. 9–16.
Gazzetta Ufficiale – Art. 52
5. Service Fees and Payment
All prices and fees are communicated before subscription activation.
No hidden costs or unauthorized charges are applied.
In compliance with the Omnibus Directive (EU) 2019/2161, all recurring fees are disclosed in advance and clearly marked as “subscription” or “recurring payment.”
The Client agrees that once a consultancy or product sourcing is executed, related service fees are non-refundable.
Legal reference: Directive (EU) 2019/2161; Codice del Consumo, Art. 22–23.
EUR-Lex Directive 2019/2161
6. Authenticity Guarantee
Vivaly guarantees that all sourced goods come exclusively from official boutiques, outlets, or authorized retailers and are 100% authentic.
Product warranties, returns, and defects fall under the responsibility of the original seller as per Directive (EU) 2019/771and Italian consumer law.
Legal reference: Directive (EU) 2019/771; Codice del Consumo, Art. 128–135.
7. Shipping and Delivery
Goods may be shipped either directly from the European Union or, in certain cases, from within the country.
Once the products are handed over to the courier, the risk of loss or damage passes to the Client.
Customs duties, import taxes, and local delivery fees remain the Client’s responsibility.
Legal reference: Directive 2011/83/EU, Art. 18; Codice del Consumo, Art. 61.
8. Digital Services (if applicable)
When the subscription includes digital content (e.g., member portal, online platform), Vivaly ensures service continuity and conformity under Directive (EU) 2019/770.
Clients are entitled to proportional refunds if prolonged disruptions occur.
Legal reference: Directive (EU) 2019/770.
EUR-Lex Directive 2019/770
9. Data Protection (GDPR)
Vivaly processes personal data in compliance with Regulation (EU) 2016/679 (GDPR).
Data is processed for:
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Subscription management and billing;
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Communication and logistics coordination;
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Legal compliance with tax and customs authorities.
Clients have the right to access, rectify, erase, restrict, or object to data processing and to request portability.
Complaints may be lodged with the Garante per la Protezione dei Dati Personali (Italy) or the EU authority of residence.
Legal reference: GDPR Art. 6(1)(b)(c), Art. 13–22.
EUR-Lex GDPR Text
10. Complaints and Alternative Dispute Resolution (ADR)
Clients may file complaints by email at [contact].
In accordance with EU Regulation (EU) 524/2013, disputes may also be resolved via the Online Dispute Resolution (ODR) platform:
🔗 https://ec.europa.eu/consumers/odr
Legal reference: Regulation (EU) 524/2013.
11. Governing Law and Jurisdiction
These Terms are governed by EU law and Italian law (D.Lgs. 206/2005 – Codice del Consumo).
Consumers may bring claims before:
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The court of their domicile, or
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The court of Padova (Italy),
as provided by Regulation (EU) 1215/2012 – Brussels I (recast).
Legal reference: Regulation (EU) 1215/2012, Art. 18.
12. Acceptance of Terms
By signing, confirming digitally, or accepting through WhatsApp/email, the Client acknowledges full acceptance of these Terms and confirms having read the related Privacy Policy and Subscription Policy available at [insert website link].
Legal Basis References
• Directive 2011/83/EU (Consumer Rights)
• Directive (EU) 2019/2161 (Omnibus)
• Directive (EU) 2019/770 & 2019/771 (Digital & Product Conformity)
• Directive 2013/11/EU (ADR)
• Directive (EU) 2015/849 (AML)
• Directive (EU) 2024/825 (Green Transition)
• Regulation (EU) 2016/679 (GDPR)
• Regulation (EU) 1215/2012 (Brussels I Recast)
• Regulation (EC) 593/2008 (Rome I)
• Civil Code Art. 1703–1710, 2229–2238, 2043, 2558
• D.Lgs. 206/2005 (Italian Consumer Code)
• D.Lgs. 28/2010 (Mediation)
• D.Lgs. 231/2001 (Corporate Responsibility)
• Law 214/2023 (Subscription Renewals)
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Italian Consumer Code (D.Lgs. 206/2005, Art. 52–59, 65-bis)
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GDPR – Regulation (EU) 2016/679