Legal Notice and Terms of Sale

Precedence

These Conditions prevail over any conditions of the Buyer, save for an express, written individual agreement signed by an authorised representative of the Supplier.

Hierarchy

In the event of conflict between these Conditions and particular agreements, the latter shall prevail as to what is expressly modified, with these Conditions applying on a supplementary basis.

Regulatory compliance

The Buyer shall market the products in compliance with the applicable legislation, shall keep the supporting documentation available to the Supplier and shall cooperate in product recalls, safety alerts or inspections, without altering warnings, the CE marking or labelling.

The Buyer shall indemnify and hold harmless the Supplier and its licensors against third-party claims arising from the Buyer's failure to comply with its regulatory obligations as a distributor.

4.1 Prices

The professional prices offered on Funidelia Pro are net prices expressed without VAT or other applicable taxes. The Supplier shall apply differentiated rates by customer profile (resale or own consumption), and may establish specific conditions for high-volume customers. The Supplier may unilaterally modify its rates, with the updated version being binding only for orders placed after its publication.

4.2 Invoicing

The Supplier shall issue an invoice in accordance with the Spanish tax regulations in force. The Buyer shall provide the tax data necessary for the correct issuance of the invoice and must immediately communicate any modification of such data. The invoice shall be deemed accepted if the Buyer does not raise a documented objection to the Supplier within five (5) business days of its receipt.

4.3 Shipping costs and minimum order

Shipping costs shall be free for orders exceeding two hundred euros (€200) of taxable base. For orders of a lower amount, a flat rate of twelve euros (€12) shall be applied for shipping costs.

4.4 Method of payment

As a general rule, payment shall be made in cash by credit/debit card, PayPal or bank transfer, prior to the dispatch of the order.

The Supplier may authorise, at its discretion and in writing, a commercial credit arrangement with a thirty (30) day term from the invoice, extendable to sixty (60) days for buyers with a preferred distribution agreement, in accordance with Law 3/2004. The authorisation may be made conditional on guarantees and shall be revocable at any time. No set-off of payments shall be permitted without the written consent of the Supplier.

4.5 Late payment

Late payment shall automatically accrue interest for late payment at the rate set out in Article 7 of Law 3/2004, without prejudice to the indemnification of recovery costs in accordance with Article 8 of the said Law. The Supplier may suspend supplies and cancel pending orders in the event of unpaid invoices, subject to prior notice.

5.1 Incoterm — intra-European deliveries (DDP)

For deliveries within the European Economic Area, save where otherwise agreed in the Order Confirmation, deliveries shall be made under the DDP (Delivered Duty Paid) rule of Incoterms® 2020 at the place of destination indicated by the Buyer. The risk of loss or damage shall pass to the Buyer at the moment of making the goods available at the destination. The Buyer must raise reservations against the carrier in the event of any apparent damage or shortage at the moment of delivery.

5.2 Partial deliveries

The Supplier may make partial deliveries where justified by stock availability, with each partial delivery being subject to separate invoicing. The Buyer may not reject a partial delivery on that ground alone, without prejudice to its right to demand full performance of the order in respect of the part not delivered.

5.3 Shipments outside the EEA

Save where otherwise agreed in the Order Confirmation, deliveries outside the EEA shall be made under the FCA (Free Carrier) rule of Incoterms® 2020 at the warehouse of origin, with the risk passing to the Buyer at the moment of delivery of the products to the first carrier. The Supplier shall be responsible for the export customs clearance at origin, including the necessary licences, authorisations and formalities, as well as the applicable export duties and charges. The Buyer shall be responsible for the main carriage from the point of delivery, for the import customs clearance at destination and for all import duties, charges and taxes. Each party shall provide the other, upon request, with the documentation and information necessary for the customs procedures that correspond to each of them. Any delays or additional costs arising from the Buyer's lack of cooperation shall be for its exclusive account.

7.1 Apparent defects

Any incident relating to visible defects, transport damage, shortages or errors must be notified in writing, with supporting documentation, within a maximum period of three (3) calendar days from receipt. Once that period has elapsed, the products shall be presumed to have been received in conformity.

7.2 Hidden defects

Hidden defects must be notified with supporting documentation within a maximum period of thirty (30) calendar days from their discovery, without prejudice to the mandatory legal periods of Articles 1484 et seq. of the Civil Code.

7.3 Returns procedure

Returns shall not be accepted without the Supplier's prior authorisation by means of a Return Merchandise Authorisation (RMA) number. The products must be returned in their original packaging, in perfect condition, with accessories and documentation, and with the RMA number visible. The shipping costs of the return shall be borne by the Buyer, save for an error attributable to the Supplier. Unauthorised returns or those that do not comply with these conditions shall not be accepted. For partners with preferred distribution agreements, the Supplier may establish a compensation system by means of a fixed percentage for factory defects that exempts from individual returns.

7.4 Remedies

In the event of proven non-conformity, the Supplier, at its choice, shall: (i) replace the product; or (ii) refund its amount by means of a credit note. The right to unilaterally terminate the contract or claim additional damages is excluded, save for wilful misconduct or gross negligence. The Supplier shall not be liable for damage arising from improper use, inadequate storage or normal wear and tear.

7.5 Limitation of B2B warranties

The warranties applicable in the B2B relationship are limited to: (i) the commercial warranties expressly granted by the Supplier in these Conditions or in the Order Confirmation; and (ii) the manufacturer's commercial warranties which the Buyer declares to be aware of in its capacity as a trader in the sector. Implied warranties and warranties of fitness for a particular purpose not expressly agreed are excluded, on the terms permitted by Spanish commercial law for relationships between traders. In any event, the statutory regime for hidden defects in accordance with Articles 1484 et seq. of the Civil Code and 342 et seq. of the Commercial Code shall subsist, as well as the Supplier's liability for wilful misconduct. The warranties shall not cover cases of force majeure or defects arising from modifications or repairs carried out by the Buyer or by third parties without the prior authorisation of the Supplier.

7.6 Cooperation in recalls

The Buyer shall actively cooperate with the Supplier in any product recall or safety alert, with the following obligations:

1. Cessation of marketing within 24 hours of notification.
2. Submission of an inventory of the affected stock within 48 hours.
3. Immediate notification to its distribution chain.
4. Custody and return of the stock in accordance with the Supplier's instructions.
5. Cooperation with the competent authorities and with the Safety Gate alert system (Regulation (EU) 2023/988).

The costs of the recall attributable to defects of the Supplier shall be borne by the latter. The other costs shall be borne by the Buyer, save as to the part attributable to the Supplier. Failure to comply with these obligations shall be deemed a material breach (Clause 17).

8.1 General quantitative limit

Save for wilful misconduct or gross negligence, the total liability of the Supplier shall be limited to the net amount invoiced to the Buyer for the products subject to the claim during the twelve (12) months prior to the triggering event. Where the claim cannot be referred to specific, identifiable products, the limit shall be the total net amount invoiced to the Buyer during the calendar quarter prior to the triggering event. This limit is not cumulative: if several claims relating to the same facts or products concur, a single aggregate cap shall apply. In no event shall the Supplier be liable for claims arising from the Buyer's breaches in respect of channel, territory or IP restrictions.

8.2 Exclusion of categories of damage

In no event shall the Supplier be liable, regardless of the legal basis invoked (contractual, non-contractual, strict liability or any other), for:

1. Indirect, consequential, incidental or special damages of any nature.
2. Loss of profit, loss of revenue, loss of business opportunity or loss of contracts.
3. Direct loss not directly caused by the products subject to the claim.
4. Loss, corruption or unavailability of data.
5. Costs of replacement or acquisition of alternative products.
6. Reputational damage or loss of goodwill.
7. Administrative penalties, contractual penalties or fines imposed on the Buyer by third parties, licensors or regulatory authorities.
8. Claims from the Buyer's end consumers arising from acts or omissions of the Buyer itself in the distribution chain.

All of the above even if the Supplier had been advised of the possibility of such damages, to the maximum extent permitted by Spanish law.

8.3 Duty to mitigate and lapse

The Buyer shall actively mitigate its damages. Without prejudice to the periods of Clause 7, the other liability claims shall lapse twelve (12) months from the delivery of the product or from when the Buyer could have become aware of the triggering event, whichever occurs first. This period is of the nature of a lapse and not of a limitation period, and therefore is not capable of interruption or suspension. Once this period has elapsed without reliable notification, the right shall be extinguished by operation of law.

8.4 Indemnity to the Supplier

The Buyer shall defend, indemnify and hold harmless the Supplier, its officers, employees and third-party licensors (the "Indemnified Parties") against any claims, losses, costs and expenses —including lawyers' fees— arising from:

1. Breach by the Buyer of these Conditions or the applicable legislation.
2. Unauthorised use of distinctive signs of the Supplier or its licensors.
3. Marketing in unauthorised channels, platforms or territories.
4. Use of licensed products for purposes other than resale to the end consumer.
5. Sale to third parties who intend to resell outside the Territory or authorised channels.
6. Defects attributable to the storage or handling by the Buyer.
7. Claims from licensors arising from actions of the Buyer.
8. Regulatory non-compliance by the Buyer.
9. Claims from end consumers attributable to the Buyer.

This indemnity obligation is independent of the existence of fault on the part of the Buyer, survives the termination of the Conditions for a period of five (5) years, and the Buyer may not settle without the written approval of the Supplier.

8.5 Exclusion of liability

The Supplier shall be exonerated where the damage arises from: (i) force majeure in accordance with Clause 14; (ii) decisions of licensors affecting the availability or conditions of the product; (iii) breach by the Buyer; (iv) improper use, inadequate storage or unauthorised modification; (v) inaccurate information from the Buyer; (vi) damage in transit after the transfer of risk; or (vii) IP infringements due to the Buyer. The concurrence of fault of the Buyer shall proportionally reduce the liability of the Supplier.

8.6 Claims procedure

The Supplier shall notify the Buyer within ten (10) business days of the nature of the claim covered by the indemnity. The Buyer, at the Supplier's request, shall assume the defence with lawyers acceptable to the Supplier. The Supplier may participate with its own counsel. The Buyer may not settle without the Supplier's prior consent. Once the Supplier has satisfied any amount covered by the indemnity, it may seek recourse against the Buyer for the full amount paid, including the costs of defence, it being sufficient to evidence the actual payment made.

8.7 Alignment with obligations towards licensors

The Buyer acknowledges that certain products incorporate IP rights of third-party licensors that impose on the Supplier obligations of indemnity, quality and channel restrictions. The Buyer's indemnity fully covers the licensors' claims. The Buyer authorises the Supplier to provide its licensors with information on sales of licensed products where the licence agreements so require. In the event of direct action by a licensor, the Buyer shall cooperate with the Supplier and shall not settle without its consent.

9.1 Qualitative selective distribution

The products are distributed through a selective distribution system based on objective, proportionate and non-discriminatory qualitative criteria set out in Annex I. Access to the network is conditional on continued compliance with such standards, which the Supplier shall verify in a uniform and non-discriminatory manner in respect of all distributors in the network.

9.2 Authorised channels

The Buyer is authorised to market exclusively through: (a) its own physical establishment in the Territory; and (b) its own website, subject to prior communication of the URL to the Supplier, which must comply with the Online Quality Criteria of Annex I.

9.3 Marketing through Marketplaces

Marketing through Amazon and other Marketplaces without the prior written authorisation of the Supplier is prohibited. This restriction constitutes a qualitative selective criterion aimed at preserving the brand image and the quality of the purchasing experience, applied in a uniform and non-discriminatory manner, in accordance with Regulation (EU) 2022/720 and the Guidelines of the European Commission. Upon request, the Supplier may authorise Marketplaces that comply with the Online Quality Criteria of Annex I. There is no closed list of enabled Marketplaces: the Supplier shall study, upon request of the Buyer and on a case-by-case basis, the authorisation of any Marketplace that demonstrates compliance with such Criteria and with the conditions applicable to platforms and eMarketplaces set out in Annex I. Sales on Marketplaces in jurisdictions where the licensor prohibits them shall not be authorised, and the authorisations shall be limited or revoked where the licensor's restrictions so require.

9.4 Progressive enablement and revocability

Notwithstanding the provisions of clause 9.3, the Supplier may authorise, by means of a written addendum, the use of specific Marketplaces that demonstrate compliance with the Online Quality Criteria of Annex I. The denial of the authorisation shall be based on objective, uniform and non-discriminatory criteria. The authorisation shall be revocable if the Marketplace or the Buyer ceases to comply with the required criteria, subject to reasonable prior notice, as well as where restrictions by jurisdiction or by intellectual property imposed by the Supplier's licensors so require, with immediate effect if so required by the licensor or by legal imperative. The individual Marketplace authorisations shall expressly set out these conditions and their subjection to the conditions applicable to platforms and eMarketplaces of Annex I.

9.5 Territorial restrictions and VABER compliance

This selective distribution system does not confer territorial exclusivity on any Buyer, and therefore the restrictions on active and passive sales set out in Article 4(b) of Regulation (EU) 2022/720 are not operative between the distributors of the network. Nevertheless, the Buyer shall refrain from making sales actively directed at territories or customer groups in respect of which the Supplier has communicated restrictions arising from its IP licence agreements with third-party licensors. Such restrictions do not constitute exclusive territorial allocations within the meaning of the VABER, but rather contractual obligations of the Supplier towards its licensors which the Buyer assumes as its own by virtue of Clause 9.7, and are confined to the scope of the licence rights of which the Supplier is the holder, without the Supplier being able to authorise channels or territories that exceed such scope. The Buyer may fulfil unsolicited orders originating from any Member State of the European Economic Area without any restriction.

9.6 Territory — non-exclusive network

The Buyer is authorised to make Active Sales in the Territory, on a non-exclusive basis. The Supplier communicates that it maintains preferred distribution agreements with partners in certain territories, although such agreements do not confer strict exclusivity given that other customers may acquire products through the Funidelia Pro platform. Active sales in additional territories shall require the prior written authorisation of the Supplier, who may deny it on the basis of the territorial restrictions arising from the applicable intellectual property licence agreements or from the existing preferred distribution agreements.

9.7 Restrictions on products with third-party IP

The Buyer acknowledges the channel and territorial restrictions arising from the Supplier's licence agreements. The acquisition confers no sublicence. The Buyer undertakes to:

1. Not compromise the Supplier's obligations towards licensors.
2. Not market in excluded channels or territories.
3. Not use licensed products for promotional purposes or for purposes other than resale.
4. Not sell to third parties who intend to resell outside the Territory.
5. Comply with the specific restrictions communicated by the Supplier, which shall be updated periodically with thirty (30) days' prior notice, save for a mandatory requirement of the licensor (immediate application).

9.7 bis — Standing of licensors as third-party beneficiaries

The Buyer acknowledges and accepts that certain licence agreements entered into by the Supplier with third-party licensors establish the right of such licensors to act directly against the Supplier's distributors in the event of breach of the channel, territory or use restrictions applicable to the licensed products. To the extent that the Supplier's licence agreements so provide, the Buyer expressly accepts that the relevant licensor shall have the status of a third-party beneficiary of these Conditions for the purposes of Article 1257 of the Civil Code, being entitled to directly require the Buyer to comply with the obligations set out in this Clause 9 and, where applicable, to bring the actions that correspond to it against the Buyer in the event of breach, including the application for interim measures. This standing of the licensor shall be independent of and compatible with the actions that correspond to the Supplier, without the exercise of actions by the licensor releasing the Buyer from its liability towards the Supplier or limiting the latter's powers.

9.8 Use of trademarks, SEO and SEM

1. The registration of domains that incorporate signs of the Supplier or its licensors is prohibited.
2. The Buyer may bid on keywords of the Supplier's trademarks provided it does not generate confusion and includes "Authorised Reseller".
3. Any advertising use of licensed trademarks or content that exceeds descriptive use requires prior written approval.
4. The Buyer shall use exclusively the photographs and resources provided by the Supplier, save for prior authorisation to create its own images.

9.9 Sanctions and export controls

The Buyer warrants that it is not included in sanctions lists of the EU, the United Kingdom or OFAC. It undertakes not to sell, export or distribute products to countries, persons or entities subject to sanctions, or to customers in respect of whom it knows or should reasonably know that they intend to resell them to such destinations, and to implement reasonable compliance measures. Any breach shall entitle the Supplier to immediate termination in accordance with Clause 17.

9.10 Right to information

In the event of a reasonable suspicion of breach or a request from a licensor, the Supplier may request from the Buyer limited information on sales by channel and territory, principal professional customers and compliance documentation (maximum period: 12 months). The Buyer shall cooperate within ten (10) business days. The information shall be treated confidentially in accordance with Clause 12.

18.1 Applicable law

These Conditions and the contracts of sale derived therefrom are governed in their entirety by the Spanish legal system, chosen by the parties in accordance with Article 3 of Regulation (EC) 593/2008 (Rome I), without prejudice to the application of the mandatory rules of European Union law in matters of competition, data protection and product safety.

18.2 Prior negotiation

Before resorting to judicial or arbitral proceedings, the parties agree to attempt to resolve in good faith any dispute by means of direct negotiation during ten (10) calendar days from the reliable communication of the disagreement. The parties may, by mutual agreement, submit the dispute to mediation in accordance with Law 5/2012, on mediation in civil and commercial matters.

18.3 Jurisdiction — national contracts

For contracts entered into with buyers domiciled in Spain, the parties, expressly waiving their own jurisdiction, submit to the exclusive jurisdiction of the Courts and Tribunals of the city of Zaragoza, in accordance with Article 55 of Law 1/2000, on Civil Procedure.

18.4 Jurisdiction — buyers in other EU Member States

For contracts entered into with buyers domiciled in other Member States of the European Union, the parties likewise agree to the jurisdiction of the Courts and Tribunals of the city of Zaragoza, on the terms of Article 25 of Regulation (EU) 1215/2012 (Brussels I bis), this clause constituting the agreement concluded in writing required by that provision for its full effectiveness.

19.1 Waiver

The failure of the Supplier to exercise any right recognised in these Conditions, or its tolerance of a specific breach of the Buyer, shall not constitute a waiver of that right or prevent its future exercise, nor shall it create a precedent applicable to subsequent breaches.

19.2 Assignment

The Buyer may not assign, in whole or in part, its contractual position, its rights or its obligations arising from these Conditions without the prior written consent of the Supplier. The Supplier may assign its contractual position to any company of its group or in the context of a corporate restructuring, subject to prior notice to the Buyer.

19.3 Reliable communications

Communications between the parties with contractual or legal effects (requirements, termination, claims) must be made in writing, by registered letter, burofax or email with acknowledgement of receipt, to the addresses indicated in the Registration Form or in the Order Confirmation, unless another reliable means has been agreed.

19.4 Language

The reference language of the contract is Spanish. Any translation of these Conditions into another language shall be provided solely for informational purposes, without binding interpretative value, with the Spanish version prevailing in any event in the case of discrepancy.

19.5 Integrity

These Conditions, together with Annex I and, where applicable, the framework agreements signed with the Buyer, constitute the entire agreement of the parties, superseding any previous agreements.

19.6 Severability

If any clause or part of these Conditions is declared null, invalid or unenforceable, such nullity shall be limited to the affected part, with the remainder remaining in full force and effect, in accordance with Articles 8 and 10 of Law 7/1998, on General Contracting Conditions (LCGC). The parties shall replace the null clause with a valid one that comes as close as possible to its purpose and economic effect.

Online channels and customers

When the "Customer" (distributor or retailer) or its Related Persons sell or offer Products through an Internet page (in its web or mobile version), mobile applications or other online sales methods, including digital stores within third-party platforms (eMarketplaces) and/or social networks (all referred to as the "Website"), they must comply, and ensure that the Related Persons comply, with these terms and conditions (the "Internet Sales Conditions" or "ISC").

FUNIGLOBAL DEVELOPMENT S.L. (hereinafter, FUNIGLOBAL) reserves the right to update these Internet Sales Conditions (ISC) at any time. Any modification shall be communicated to the Customer in writing.

Verification of URLs and domain names

To preserve the image of the FUNIDELIA brand, the Customer:

1. Must notify FUNIGLOBAL in writing of the URL (or equivalent) of any Website through which it intends to sell or offer Products.
2. May not sell or offer Products through a Website before FUNIGLOBAL has verified that the URL (or equivalent) complies with the requirements established in this clause and that it does not contain offensive terms.

The verification by FUNIGLOBAL must be carried out with the utmost speed and in no event shall the use of a URL that complies with the provisions of this clause be denied. FUNIGLOBAL shall confirm the decision adopted to the Customer.

The Customer may not register or use: (i) any of FUNIGLOBAL's trademarks; or (ii) words similar to or typographical errors of FUNIGLOBAL's trademarks for the top-level domain (DNS) or subdomain (or equivalent) of its Website, save for prior authorisation of FUNIGLOBAL.

3. FUNIGLOBAL's trademarks may only be used at the second level or lower of the Website's domain. The URL of the Website shall conform to one of the following valid formats:
   1. www.yourdomain.DNS/Funidelia
   2. www.yourdomain.DNS/Funidelia.htm
   3. yoursubdomain.yourdomain.DNS/Funidelia
   4. www.yourdomain.DNS
4. The Customer shall ensure that the sequence of letters f-u-n-i-d-e-l-i-a, or any homonymous expression (e.g. FUNIDELIA) or version with alternative punctuation (e.g. Funi.delia) does not appear in the DNS of the Website. However, FUNIGLOBAL acknowledges and accepts that they may appear in the subdomain or in the file or folder where only FUNIDELIA brand Products are offered.
5. For the avoidance of doubt, the following formats shall not be valid, save for prior written authorisation of FUNIGLOBAL:
   1. Funidelia.yourdomain.DNS
   2. www.Funidelia.yourdomain.DNS
   3. yourdomain.Funidelia.DNS
   4. www.yourdomain.Funidelia.DNS
6. The Customer shall be solely responsible for the content of the Website and for compliance with the applicable legislation. No verification or consent granted by FUNIGLOBAL may be considered as acceptance of or a warranty for the content of the Website.

I. General requirements of the website

1. Terms and conditions: the Customer's Website must contain terms and conditions that include delivery, payment, returns and cancellation of orders. All the information must be easily accessible and comprehensible to the consumer.
2. Customer service: the Website must offer customer service (for example, by telephone, live chat, email or social networks) in accordance with the applicable regulations.
3. Privacy policy: the Website must include a privacy policy that complies with the applicable regulations on personal data.

II. Specific brand space

1. Access: any specific space of the FUNIDELIA brand (dedicated space) must be accessible from the Customer's home page or from the brand selection menu.
2. Separation: the specific brand space must be clearly separated from the rest of the items and identified as an exclusive space of the FUNIDELIA brand. No competitor may be included in that space.
3. Marketing content: the brand space must contain corresponding logos, banners and images. The use of partially hidden, cropped or distorted logos shall not be permitted.

III. Presentation of the brand

1. Search results: when the search term on the Customer's Website is brand-specific, the results may not include competitor products or brands and must display all the corresponding FUNIDELIA Products.
2. Updated versions: only the most recent versions of the FUNIDELIA brand should be used.
3. Correct spelling: the FUNIDELIA brand and the names of licensed products and characters must be correctly spelled on the Website.

IV. Presentation of products

1. Product images: the Website must include several images of the Products from different angles or with a 360° view. The minimum shall be 4 images for costumes and 2 for the remaining categories.
2. Product description: the FUNIDELIA product pages (PDP) must contain descriptions (including, without limitation, material, content and article number) at least as detailed as in the FUNIDELIA product list and/or catalogue.

V. Copying of FUNIDELIA websites

To preserve the image of FUNIDELIA:

1. The Customer shall ensure that its Website is different from any FUNIDELIA website and shall ensure that it does not imitate it, in the reasonable judgement of FUNIGLOBAL.
2. The Customer may not include any website of FUNIGLOBAL or of its future affiliated companies in frames or masked URLs.
3. The Customer may not copy or use content from the FUNIDELIA website or that of its affiliated companies without the prior written consent of FUNIGLOBAL.
4. The Customer may not operate its Website as a single-brand online store (that is, a store that offers exclusively Products of a single brand).

VI. Online marketing and advertising

1. To preserve the image of the FUNIDELIA brand, the Customer shall ensure that:
   1. It complies with the FUNIDELIA Brand Identity Manual when carrying out online marketing or eMarketing activities relating to the brand and Products. FUNIGLOBAL shall provide a copy of said manual to the Customer upon request.
   2. In the event of organising promotions related to the FUNIDELIA brand and/or the Products, the Customer is clearly identified as the advertiser/organiser of the promotion.
2. The Customer may not open accounts on social networks using FUNIDELIA's trademarks in the name or profile without the prior written consent of FUNIGLOBAL.
3. Where the Customer intends to use advertising on social networks related to the Products or the FUNIDELIA brand, it must first send the material to FUNIGLOBAL for approval.

VII. Search-engine and social-network marketing

1. When the Customer uses the FUNIDELIA brand or the name of Products in headings or descriptions of sponsored advertisements on search engines (e.g. Google Ads) or on social-network marketing platforms (e.g. Facebook, Instagram), it must:
   1. Not use the ® or ™ symbols alongside the terms used in the text.
   2. Make it clear to the user that this is an advertisement of the Customer as a reseller and not of FUNIDELIA. For example, "FUNIDELIA Official Online Store" may not be used.
   3. All advertisements accessible with the keyword FUNIDELIA must link directly to pages that only display FUNIDELIA Products (e.g. FUNIDELIA PDP on the Customer's Website) and not to the home page or others with competitor products.
2. The Customer may not bid on search engines or social networks for terms that refer to the official online store of FUNIDELIA, in order to avoid confusion in the consumer as to a supposed official character of the Customer's Website.

VIII. Affiliate marketing

1. The Customer may not, save for prior written authorisation of FUNIGLOBAL, promote or advertise FUNIDELIA Products through affiliate marketing or remarketing campaigns, or include hyperlinks or other types of connection to other pages on its Website or platforms where Products are sold.
2. In the event of being authorised by FUNIGLOBAL, the Customer must always comply with the instructions provided by FUNIGLOBAL.

Third-party platforms and eMarketplaces

The Customer may sell and offer Products on third-party platforms and/or eMarketplaces ("Online Sales Platforms") only if they comply with the following criteria:

1. The Customer may only offer Products for sale through Online Sales Platforms approved in writing by FUNIGLOBAL. At the Customer's request, FUNIGLOBAL shall provide a list of approved Online Sales Platforms, with "marketplaces" being excluded (e.g. Amazon is excluded, as it is managed globally by FUNIGLOBAL to preserve a homogeneous brand image, a coherent product presentation, a unified consumer experience and to avoid unauthorised resellers).
2. To protect certain Products or categories, FUNIGLOBAL may limit their sale through these channels where necessary to preserve the image of the FUNIDELIA brand and the Products, even if the Online Sales Platform had been previously approved.
3. In the event of obtaining authorisation from FUNIGLOBAL, only FUNIDELIA Products from campaigns prior to the current year (year -1) may be sold on third-party platforms. Products from the current campaign and/or the current year shall require prior approval from FUNIGLOBAL for their sale on these channels.
4. The Customer must comply with the remainder of these Internet Sales Conditions.

General

1. The Customer shall comply with all international, national and local regulations, as well as with the regulations and good practices of the e-commerce sector when operating through the Website, including, among others, those relating to advertising.
2. The Customer markets the Products at its own account and risk, in its own name and for its own account. The headings of the clauses of these Internet Sales Conditions shall not affect their interpretation.
3. FUNIGLOBAL reserves the right to withdraw the online consent granted for FUNIDELIA Products in the event of breach of these Terms and Conditions.