Terms and Conditions

1. Introduction

Welcome to Cellar62, a B2B platform designed for wineries to list and promote their wine brands. By accessing and using our platform, you agree to comply with and be bound by the following Terms and Conditions. Please read them carefully.

2. Definitions

a. “Platform”: Refers to the Cellar62 website and services.
b. “User”: Any individual or entity accessing or using the platform.
c. “Client”: A winery or wine producer subscribing to our services.
d. “Service Provider”: cellar.com.
e. “Agreement”: Refers to these Terms and Conditions and any other policies or documents referenced herein.

3. Eligibility

To use the platform, you must be at least 18 years old and have the legal capacity to enter into a binding agreement.

4. Account Registration

a. Users must provide accurate and complete information during registration.
b. Users are responsible for maintaining the confidentiality of their account information.
c. Users must notify Cellar62 immediately of any unauthorized use of their account.

5. Subscription Services

a. Subscription plans are detailed on the Cellar62 platform and may be updated from time to time.
b. Subscriptions are billed annually in advance.
c. Special offers and promotions are subject to the terms specified at the time of the offer.

6. Fees and Payment

a. Subscription fees are detailed on the Cellar62 platform and are subject to VAT where applicable.
b. Payments are due upon invoice notification and can be made via wire transfer or credit card.
c. Late payments may result in suspension of services until payment is received.

7. User Obligations

a. Users must comply with all applicable laws and regulations.
b. Users are responsible for the accuracy of the information they provide.
c. Clients must interact directly with interested buyers and provide all required information and documentation in English.
d. Clients must ensure readiness for buyer engagements, including:
i. Preparing samples,
ii. Obtaining logistics cost estimations,
iii. Securing importer agreements,
iv. Any other preparations required to support successful buyer engagements.

8. Confidentiality

a. The parties will not disclose the Confidential Information of the Disclosing Party to any third party, using at least the same degree of care as it uses to protect its own confidential information, but not less than reasonable care.
b. Confidential Information does not include information that:
i. Is publicly known,
ii. Becomes publicly known without fault of the Receiving Party,
iii. Is lawfully received from a third party,
iv. Is known prior to disclosure,
v. Is independently developed.
c. The Receiving Party will not use such information for any purpose other than to perform its obligations under this Agreement.
d. The Receiving Party will not disclose Confidential Information of the Disclosing Party except to the Receiving Party’s officers, directors, employees, agents, and consultants who are under obligation of confidentiality upon a “need to know” basis, or if required to be disclosed by law, government regulation, or court order, provided that the Receiving Party promptly notifies the Disclosing Party upon learning of any such legal requirement.

9. Intellectual Property

a. All content provided by the User remains their property. The User grants Cellar62 a non-exclusive license to use the content for the duration of the subscription.
b. Cellar62 retains all rights to its trademarks, logos, and platform content.

10. Limitation of Liability

a. Cellar62’s liability for any claims arising out of or related to the use of the platform is limited to the amount paid by the User in the twelve months preceding the claim.
b. Cellar62 is not liable for any indirect, incidental, special, or consequential damages.

11. Termination

a. Either party may terminate the subscription for cause if the other party materially breaches the agreement and fails to cure the breach within 30 days of receiving written notice.
b. Either party may terminate this Agreement for convenience with ninety (90) days’ written notice.
c. No refunds shall be issued for any remaining period of the annual subscription if the Agreement is terminated for any reason.
d. This Agreement shall automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the current Subscription Term.
e. Upon termination, the Client shall immediately cease using the Service, and the Service Provider shall cease listing the Client’s wine brand on the Platform.

12. Force Majeure

a. If the performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event.
b. The term Force Majeure includes, without limitation, acts of God, pandemics, fire, explosion, storm, orders of military or civil authority, national emergencies, insurrections, riots, wars, labor disputes, or supplier failures.

13. Data Protection and Security

a. The Service Provider shall comply with all applicable data protection laws, including the General Data Protection Regulation (GDPR).
b. The Service Provider shall implement appropriate technical and organizational measures to protect the personal data processed under this Agreement.

14. Updates and Improvements

a. The Service Provider will periodically update and improve the Platform. The Client will be notified of significant updates and any potential service interruptions in advance. The Service Provider will use commercially reasonable efforts to notify the Client in a reasonable time in advance of any scheduled maintenance or updates that may cause significant downtime.

15. Warranties

a. The Service Provider warrants that the Services will be performed in a professional and workmanlike manner and will conform to the specifications and requirements set forth in this Agreement.
b. The Service Provider has the right and authority to enter into this Agreement and to perform its obligations hereunder.
c. The Client warrants that they have the right and authority to enter into this Agreement and to perform its obligations hereunder and will comply with all applicable laws and regulations in connection with its use of the Services.
d. All information provided by the Client to the Service Provider is accurate and complete to the best of the Client’s knowledge.
e. Except as expressly provided in this Agreement, neither party makes any warranties of any kind, whether express, implied, statutory, or otherwise, and each party specifically disclaims all implied warranties, including any warranties of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law.

16. Indemnification

a. The Service Provider agrees to indemnify and hold the Client harmless from any and all claims, losses, expenses, fees (including attorney’s fees and cost of litigation), and judgments that may be asserted against the Client resulting from the acts or omissions of the Service Provider.
b. The Client agrees to indemnify and hold the Service Provider harmless from any and all claims, losses, expenses, fees (including attorney’s fees and cost of litigation), and judgments that may be asserted against the Service Provider resulting from the acts or omissions of the Client.

17. Dispute Resolution

a. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations among the parties. If the matter is not resolved by negotiation within 30 days, the parties shall resolve the dispute through arbitration in Funchal, Portugal, in accordance with the rules of Alternative Dispute Resolution (ADR).

18. Governing Law

a. This Agreement shall be governed by, construed, and enforced in accordance with the laws of Portugal. Any claim, lawsuit, or arbitration must be brought in Funchal, Portugal.

19. Notices and Communications

a. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person, by certified mail with return receipt requested, or by email (with a request for read receipt or delivery confirmation where possible, and retaining a copy of the sent email and any responses received if the email client does not support read receipts) to the addresses set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

20. Waiver of Contractual Right

a. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

21. Entire Agreement

a. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.

22. Severability

a. In the event any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability shall not affect any other provision. This Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained in it.

23. Amendment

a. This Agreement may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.

24. Construction and Interpretation

a. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.

25. Assignment

a. Neither party may assign or transfer this Agreement without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.