Terms and Conditions

1.1 These Terms and Conditions (hereinafter “Seller T&C”) govern the rights and obligations of Clockface S.r.l. (hereinafter “Clockface”), with registered office at Via Podgora 35 – 31100 Treviso (TV), operative office and ClockLab Academy seat at Via Schiavonia 1A – 31022 Preganziol (TV), Tax ID and VAT No. IT05345100266, and of the Seller with regard to the offering of Products and services via the Platform.

1.2 The purchase by Customers of Products on the Platform entails the execution of a distance sales contract with the Seller, in respect of which Clockface acts as marketplace provider pursuant to Regulation (EU) 2022/2065 (Digital Services Act – “DSA”).

1.3 Clockface is classified as an online platform under Art. 3 DSA and is subject to the obligations laid down in Arts. 19-32 of that Regulation. The competent national authority (Digital Services Coordinator) is AGCOM.

1.4 For ClockLab Academy services (online and in-person courses), for Watch Assistance and Repair Services and for any other service provided directly by Clockface as supplier, the specific General Terms and Conditions published from time to time on the Platform apply in addition to these Seller T&C.

2.1 All capitalised terms not defined in these Seller T&C shall have the meaning assigned to them in the glossary / Definitions published on the Platform and, where compatible, in the General Terms and Conditions addressed to Customers.

2.2 For the purposes of this document, the following shall mean:

– **DSA:** Regulation (EU) 2022/2065 on intermediary services for digital services and amending Directives 2000/31/EC, 2003/98/EC and Regulation (EU) No 1024/2012 (Digital Services Act).

– **KYBC:** the Know Your Business Customer principle under Art. 30 DSA, according to which the online platform, before allowing a business user access to its user interface, collects and verifies a set of documentary information.

– **Business User:** a natural or legal person acting, also through any other person acting in their name or on their behalf, in the course of their trade, business, craft or profession.

– **Professional Seller:** a Business User registered on the Platform with a VAT number or equivalent tax identifier, who offers products to Customers on a professional and repeated basis.

– **Private Seller:** a natural person who sells goods owned by them outside any business or professional activity, within the limits and subject to the verifications set out in Art. 3 of these T&C.

– **Seller Bulletin Board (or B2B Bulletin Board):** section of the Platform reserved to Professional Sellers only, for the publication between professionals of listings aimed at the sale, exchange or intermediation of products.

– **Online Course:** digital content (recorded video lessons, texts and materials in electronic format, quizzes, certifications) purchasable on the Platform within ClockLab Academy Online.

– **Subscription:** the paid plan subscribed by the Seller pursuant to Arts. 13 and 13-bis, representing the consideration due to Clockface for access to the Platform and its related features for the offering and sale of Products.

– **Specific Fee:** any fee or commission possibly agreed in writing and on a case-by-case basis pursuant to Art. 14.2 for dedicated activities or services not ordinarily included in the Subscription.

– **BNPL:** Buy Now Pay Later, deferred payment method via consumer credit operators (e.g. Klarna) enabled for end Customers under the CCD2 regulation.

3.1 To execute the Contract and publish one or more Listings on the Platform, the Seller is required to Register by completing the dedicated online procedure and declaring their status (Professional Seller or Private Seller).

3.2 The Contract is executed online. The Contract Proposal submitted by the Seller is deemed accepted when the Seller receives the confirmation email from Clockface, following the KYBC verification referred to in paragraph 3.4.

3.3 Clockface reserves the right not to accept the Proposal, or to refuse specific Listings, for just cause and in particular – by way of non-exhaustive example – in case of: prior breach by the Seller towards the Platform or Customers; presence of unresolved complaints; ascertained debts; fraudulent activities or attempts; absence of required administrative or tax authorisations; false or unverifiable declared data; incompatibility of the product or proposal with the purpose of the Platform.

3.4 **KYBC verification (Art. 30 DSA):** prior to activation of the Seller Account and periodically in accordance with the DSA and anti-money laundering legislation, Clockface collects and verifies – also through specialised third-party suppliers – at least the following documentary information: name or company name and registered office; VAT number or tax code, with validity verification against the tax register; IBAN or bank account for payments; identity document of the legal representative or of the private individual; company register extract or historical certificate (for Professional Sellers); declaration on the regulatory compliance of the articles handled. Any negative verification outcomes shall result in the suspension or closure of the account.

3.5 **Private Sellers:** the Platform also allows natural persons without a VAT number to offer their own watches for sale, subject to: (a) a declaration of lawful provenance for each individual Product, attesting that the item has not been stolen, is not encumbered by third-party rights, is not subject to legal disputes and derives from a valid transfer of title; (b) identity verification through a valid identity document and tax code, also via digital verification procedures (ESCS).

3.6 **Customer disclosure (Art. 49-bis of Legislative Decree 206/2005):** on the Product Page and on the checkout pages it is always clearly and visibly indicated whether the Seller is a Professional or a Private individual. Where the Seller is a Private individual, the two-year statutory warranty of conformity under Arts. 128 et seq. of the Italian Consumer Code does not automatically apply; the right of withdrawal and other consumer remedies apply only according to the particular conditions of the private seller and/or the general principles of the Italian Civil Code.

3.7 In the event of repeated selling conduct that, by number of products sold, frequency, type of products or otherwise, constitutes an undeclared professional activity (guidance threshold: more than 5 watches per calendar year, unless proven otherwise of occasional nature), Clockface shall require registration or upgrade of the status to Professional Seller, with integration of the KYBC documentation; in the event of refusal, it shall proceed to suspend the Account and prevent the publication of further listings, without prejudice to the provisions of law on abusive trade.

4.1 Following execution of the Contract and successful completion of the KYBC procedure, Clockface activates the Seller Account and grants access, according to the subscribed plan, to the reserved areas for creating and managing listings, monitoring orders, the administrative dashboard and any other feature available for the Subscription plan.

4.2 The Seller undertakes to keep accurate, up-to-date and truthful all information contained in the account and in product sheets, in particular with regard to: brand, model, reference number, year, aesthetic and mechanical conditions, case and strap materials, presence or absence of box, warranty, instruction booklet and accessories; description of visible or functional defects; price; fulfilment and shipping times.

4.3 The Seller declares and warrants that all listed products are owned by them or otherwise lawfully available for sale, and are not copies, counterfeits, stolen goods or objects of seizure, pledge, third-party real or personal rights.

4.4 The Seller undertakes not to list products or services other than those authorised by the Platform policy, and in particular – by way of example – shall not publish: weapons; illicit or prohibited items; counterfeit products; products protected by copyright without the holder's consent; foodstuffs, medicinal products or prescription products; products that could reasonably damage Clockface's reputation or the Platform's credibility.

4.5 **No commission on sales (New in v3.1):** the Seller acknowledges that no percentage commission is due to Clockface on the value of transactions concluded on the Platform, except as provided for specific fees agreed in writing pursuant to Art. 14.2.

4.6 **B2B transactions via Seller Bulletin Board:** the Platform provides a reserved section (“Seller Bulletin Board”) for listings between Professional Sellers only, aimed at the B2B sale, exchange or intermediation of watches and compatible products. For such transactions, where the contract is concluded between professionals, consumer protection legislation (in particular the two-year statutory warranty and the right of withdrawal) does not automatically apply, unless otherwise agreed in writing between the parties.

4.7 Access to the Seller Bulletin Board is included in the subscribed Subscription plan and does not entail the application of additional commissions on turnover.

6.1 The “Clockface Approved” service indicates, by means of a specific visual badge, that the Product is offered by a Seller belonging to a list of selected sources based on documentary criteria, product traceability and historical reputation on the Platform (e.g. number of completed transactions, rating, complaints, policy compliance). The badge does not entail physical material verification, expert appraisal or instrumental authentication of the watch by Clockface, nor does it constitute an autonomous additional warranty separate from the Seller's warranty and the statutory warranty.

6.1-bis In any case, the Seller remains solely responsible for the authenticity, conformity and correspondence of the asset to the published description; Clockface accepts no direct or indirect liability for defects, non-conformities or counterfeits that have escaped documentary verification save for proven malice or gross negligence.

6.2 The “Clockface Approved” badge may be revoked at any time, also retroactively on individual products, in case of: ascertained fraud or counterfeiting; changes in the Seller's documentary or reputational conditions; changes to the programme policy; persistent delay in replies or shipments; repeated breaches of these T&C.

13-bis.1 Seller subscription plans (e.g. Basic, Boost, Gold, Elite, or any other denominations that may be introduced) are automatically renewed at contractual expiry, unless the Seller issues a written cancellation notice as provided for in this article.

13-bis.2 **Mandatory prior notice (Art. 65-bis of Legislative Decree 206/2005 – Consumer Code):** for Subscriptions taken out by consumers or assimilated micro-enterprises (according to the thresholds under EU law), Clockface sends a written communication (email or message in the reserved area with read receipt) at least 30 days before the automatic renewal date indicating: renewal date; amount for the new period and payment method; deadline for submitting the formal cancellation and instructions to do so from the Seller panel. For medium/large Professional Sellers only who have taken out enterprise or custom plans, the prior notice may be reduced to 15 days if expressly agreed upon at the time of contract signing.

13-bis.3 In the absence of the aforementioned renewal notice within the terms required by law or by contract, the Seller may withdraw at any time without penalties, also after expiry, with effect from the end of the last period for which the fee has been regularly paid, and is entitled to a pro-rata refund of instalments or fees already paid for the period following withdrawal, in accordance with Arts. 65-bis, 65-ter and 65-quater of the Consumer Code where applicable.

13-bis.4 Cancellation of automatic renewal may be sent without any particular formality via: (a) a dedicated function available in the Seller Account panel; (b) certified electronic mail (PEC) to Clockface's PEC address published in the legal area; (c) registered letter with return receipt to Clockface's registered office. Cancellation is deemed effective on the date of sending (for PEC or registered letter) or on the date of software confirmation in the reserved area.

13-bis.5 Non-renewal or cancellation entails the discontinuation of the plan's premium features, while retaining the possibility to manage already completed orders and consult the history for 24 months, save for different conservation obligations required by law.

14.1 Without prejudice to the rules on absence of sales commission under Art. 4.5, the ordinary consideration due by the Seller to Clockface for the services rendered consists **exclusively of the Subscription fee** under the chosen plan. No percentage commission is applied to sales concluded through the Platform.

14.2 Possibility to agree, in writing between the parties, a Specific Fee only for dedicated accessory activities not included in the ordinary Subscription – by way of example: dedicated sourcing of a specific model for an end Customer; personalised intermediation; tailored premium promotions and positioning; dedicated or sponsored publications; activities aimed at enhancing the Seller's price list.

14.3 Payments of Subscription fees and any Specific Fees take place via the methods indicated on the administrative panel (credit/debit card, bank transfer, SEPA direct debit where enabled). Additional payment instruments may be introduced subject to written notice.

14.4 **Crypto-assets (EU Reg. 2023/1114 – MiCA):** for Subscriptions or Specific Fees for which the Platform should, in the future, enable payments via crypto-assets as provided for by the MiCA Regulation, the handling of the payment takes place exclusively through authorised and registered third-party CASPs (Crypto-Asset Service Providers). In any case and as provided for by MiCA and anti-money laundering legislation (IV AMLD and updates):

– acceptance of crypto-assets is allowed only for amounts for which the legislation does not impose restrictions;

– adequate identity verification (KYC/KYB) is mandatory where a single payment or the total of cumulative quarterly payments exceeds the threshold of **€1,000 (or equivalent in the crypto-asset considered)**; where stricter thresholds are provided by the service provider or by law, those shall apply;

– conversion into fiat currency, where applicable, is carried out by the authorised provider at the official rate indicated at the time of payment; Clockface assumes no exchange rate or volatility risk on the value of the crypto-asset after payment confirmation.

14.7 **BNPL / Instalment payment (EU Dir. 2023/2225 – CCD2):** the offer of “Buy Now Pay Later” instalment plans to end Customers is managed entirely at the expense of the authorised credit operator (e.g. Klarna or other designated partners). Clockface merely integrates the operator's interface and provides the minimum order data required for credit assessment, in compliance with data protection legislation. Any disputes relating to credit assessment, rate, APR, refunds, reminders or termination of the credit relationship fall within the exclusive competence of the BNPL operator.

14.9 In the event of disputes, chargebacks, payment revocations or ascertained frauds relating to payment methods (including crypto-assets and BNPL), Clockface reserves the right to suspend payments to the Seller, withhold the disputed amounts or re-charge amounts already disbursed, in accordance with the law and the dispute management policy made available in the reserved area.

19-bis.1 In compliance with Art. 20 DSA, Clockface maintains a **free internal complaints management system** to allow recipients of the services and in particular Sellers to contest decisions relating to: removal or restriction of a Listing or published content; suspension or deactivation of the Seller Account or specific features; refusal of activation; other administrative decisions affecting the use of the services.

19-bis.2 **Deadlines:** the complaint must be submitted within 6 months from the date of the contested decision, via the dedicated function in the Seller area or via email / PEC. Clockface issues a written and reasoned reply within 15 working days from receipt of the complete complaint with all supporting documentation.

19-bis.3 If the complaint is unsuccessful or otherwise does not satisfy the Seller, and the dispute exceeds the relevance thresholds of Art. 21 DSA for very large online platforms (not applicable at this stage to Clockface unless otherwise qualified), the Seller may further have recourse to an out-of-court dispute resolution mechanism via certified bodies designated by the DSA rules, where established or applicable.

19-bis.4 Acknowledging that the European ODR (Online Dispute Resolution) platform for consumers has been discontinued as of 20 July 2025 pursuant to the implementing regulation adopted by the European Commission, internally unresolved disputes may – depending on the professional or consumer nature of the relationship – be referred to ADR (Alternative Dispute Resolution) bodies accredited at the Italian Ministry of Economic Development, as periodically updated in the national ADR list. For Professional Sellers only, any commercial mediation remains optional unless specific obligations are required by law.

21.1 These General Seller Terms may be amended by Clockface for technical, organisational, regulatory or product policy adjustments. Amendments are communicated via publication on the Platform and, where possible, via written message to the Seller; they enter into force 15 days after publication, save for different mandatory legal provisions imposing different deadlines.

21.2 The Seller who does not intend to accept the amendments may withdraw from the contract by means of cancellation, in accordance with the procedures under Art. 13-bis, prior to the entry into force of the new conditions; failure to withdraw within the deadline and continued use of the Platform thereafter shall be deemed tacit acceptance of the amendments.

21.4 Possibility to introduce new ancillary technical services for Sellers (e.g. custom watch configurator, AI algorithms for product sheet enhancement, dedicated ClockLab Academy modules, centralised professional photography services). Any activation of additional paid services shall be subject to the Seller's explicit acceptance and, where non-free, to the subscription of an additional plan or a Specific Fee under Art. 14.2.

21.5 **Clockface direct sales and equal treatment (EU Reg. 2019/1150 – P2B):** Clockface may carry out direct sales of its own merchandising or of its own products (“Clockface Apparel”, cleaning and maintenance kits, authorised spare parts, Academy packages, assistance services, etc.) acting as direct seller. In compliance with Regulation (EU) 2019/1150 on promoting fairness and transparency for business users of online intermediation services, Clockface undertakes to:

– not treat its own products in an artificially more favourable manner in rankings or displays compared to those of third-party Sellers (so-called unlawful self-preferencing), except for sponsored positions transparently purchasable by all Sellers under the same conditions;

– not use, for unfair competitive or direct commercial strategy purposes, confidential or commercial data of Sellers (e.g. margins, stock, historical prices, sales trends for specific models) unless such data is already aggregated or irreversibly anonymised;

– comply with any other obligation under the P2B Regulation as applicable to the quality and size of the Platform, in particular regarding transparency, motivated suspensions, appeals and ranking.

22.1 Governing law: any relationship between Clockface and the Seller governed by these T&C shall be governed by Italian law, to the exclusion of any other applicable law.

22.2 **Exclusive jurisdiction for disputes with Professional Sellers:** for any civil or commercial dispute relating to the interpretation, performance, validity or breach of these Seller T&C and, more generally, to the services rendered by the Platform to a Professional Seller or any Business User, the **Court of Treviso** shall have exclusive jurisdiction, with express waiver of any other forum, even if prevailing or elected elsewhere. For Sellers resident abroad, save for any mandatory provision of private international law, the jurisdiction of the Court of Treviso remains in force by virtue of the express agreement contained at the foot of these T&C at the time of subscription.

22.3 **Jurisdiction for Private Sellers (consumers or assimilated):** for Private Sellers only acting as consumers outside the exercise of a business activity, the consumer forum of residence/domicile applies where required by mandatory provisions of Legislative Decree 206/2005 or the Brussels I-bis Regulation, by way of derogation from the preceding paragraph.

22.4 **DSA contact point (Art. 11 DSA):** recipients of information society services (including Sellers, Customers, business users and their representatives), as well as public authorities and regulatory bodies, may contact Clockface in relation to any matter falling within the DSA (content moderation, decisions, reports of unlawful activity, etc.) by writing to the following address: **assistenza@clockface.it**, or via PEC at the address published in the legal section of the website. Messages received from competent bodies and authorities are treated as a priority in accordance with Art. 11(3) DSA.

23.1 These General Conditions for Sellers, version 3.1, entirely supersede and repeal any previous version on the subject of Seller T&C, with effect from the publication date of this same version 3.1; for contracts already executed prior to that date, the conditions in force at the time of original subscription remain applicable, unless otherwise agreed in writing between the parties or save for mandatory legal provisions.