Terms for Producers and Sellers

These Terms are between Macrigi Ltd, a company registered in England and Wales under company number 09787379, with registered office at 207 High Street, Tunstall, Stoke-on-Trent ST6 5EG, England and VAT number GB 244359401 ("Macrigi"), and the approved Italian business or other approved producer (the "Producer"). Electronic acceptance, payment and account approval establish the relationship; no paper signature is required.

The Producer appoints Macrigi, nationally and internationally, to present, promote, market and manage the B2B sale of approved products through the platform. Macrigi manages the contractual relationship with the Wholesaler. The Producer prepares and dispatches the goods and supplies Macrigi with the documentation and invoice for the Producer’s net amount. No direct contract of sale is formed between the Producer and the Wholesaler.

For the United Kingdom, the Producer grants Macrigi commercial exclusivity for the promotion, marketing and management of B2B sales of approved products through the Macrigi platform and sales network.

Exclusivity may be extended to other countries, regions or territories in which Macrigi establishes its own commercial organisation. The relevant country or territory, the effective date and any stated duration of the assignment will be notified to the Producer through the platform or by email sent to the address registered on the account. That notice will form part of these Terms from the date stated in it, which cannot be earlier than the date the notice is received.

In territories covered by exclusivity, Macrigi may organise its sales network and assign promotional and market-development activities to Sales Directors, Sales Managers, Agents or authorised commercial agencies.

Those persons act solely within Macrigi’s commercial organisation and do not enter into any direct contractual relationship with the Producer. They may not sign or enter into contracts on behalf of Macrigi or the Producer, collect money, incur obligations, alter prices, discounts or terms, or make statements or give guarantees that have not been expressly authorised.

Registrations, subscriptions, orders, payments, invoicing to the Wholesaler and contractual acceptances are handled exclusively through the Macrigi platform.

Exclusivity applies only to approved products, B2B channels and territories expressly covered by these Terms or by subsequent territorial notices issued by Macrigi.

Macrigi may verify the business, owners, tax details, licences, production capacity, trade marks, compliance and payout account. If the application is refused during the initial verification process, Macrigi will refund 100% of the amount paid. False or incomplete information may prevent activation.

Plans: Basic by instalments, EUR 240 upfront plus 12 monthly instalments of EUR 20, total EUR 480; Basic paid in full, EUR 480; Gold, EUR 240.03 upfront plus 11 instalments of EUR 87.27, total EUR 1,200; Platinum, EUR 240.04 upfront plus 11 instalments of EUR 196.36, total EUR 2,400. Applicable taxes are shown at payment. Paying by instalments is a payment method for the annual commitment.

The Producer may cancel within 7 days of activation: Macrigi retains 10% of the annual value and refunds 90%. After the seventh day, amounts paid are non-refundable and remaining instalments remain due, except where mandatory rights apply or Macrigi is in breach. The term is 12 months and renews automatically for a further 12 months unless notice is given at least 60 days before expiry.

Macrigi retains a single 18% commission on the net taxable value of products actually sold and paid for, the same across all plans. VAT, delivery charges, cancellations, returns and refunds are excluded from the calculation. No additional uplift commission, product-promotion commission or percentage of delivery charges applies.

During the exclusivity period, the 18% commission is payable to Macrigi on every sale of approved products made within the Exclusive Territory, whether the sale is originated, negotiated or concluded through the platform, directly by the Producer or indirectly through connected companies, intermediaries, representatives, distributors, other marketplaces or third parties.

"Exclusive Territory" means the United Kingdom and any other country, region or geographical area subsequently notified by Macrigi to the Producer through the platform or by email sent to the address registered on the account.

A sale is treated as made within the Exclusive Territory where it is made to a Wholesaler or other professional buyer whose registered office, place of business, billing address or delivery address is within the relevant territory.

For sales concluded outside the platform, the 18% commission is calculated on the net taxable value of products actually sold and paid for by the Producer, excluding VAT, delivery charges, cancellations, returns and refunds. The commission becomes due when the Producer receives all or part of the payment for the sale and must be paid to Macrigi against the relevant tax document.

The Producer must provide accurate descriptions, photographs, ingredients, allergens, labels, weights, origin, certifications, availability and prices. Prices and stock levels must be kept up to date and must not be presented in a misleading way. Macrigi may require corrections, reject content or suspend non-compliant products.

The Producer warrants title, authenticity, safety, quality, traceability, required markings, packaging, labelling and compliance in the countries of sale and delivery. Illegal, counterfeit, recalled, dangerous, expired or unlicensed products are prohibited, as are weapons, explosives, controlled substances and anything prohibited by law or payment providers. Packaged products of animal origin and alcoholic products are permitted only where fully compliant and duly authorised.

The Producer must promptly confirm availability and fulfilment capacity and must meet the agreed quantity, quality and timing. Products may not be substituted and prices may not be changed without authorisation. Any issue that may prevent fulfilment must be reported immediately. Macrigi may cancel before acceptance to the Wholesaler or take appropriate action in response to breach.

Delivery may be arranged by the Producer, the Wholesaler or through Macrigi. The Producer remains responsible for suitable packaging, labels and documentation. Before collection, the Producer must upload the delivery documents and an image of the prepared pallet or box. Where Macrigi arranges a courier, it acts as a logistics intermediary and not as the carrier. Risk and any applicable Incoterm are stated in the order.

The Wholesaler pays Macrigi and receives an invoice from Macrigi. The Producer invoices Macrigi for the net amount: the taxable product value less 18%, plus any delivery charges due to the Producer and applicable taxes. Once the invoice, delivery documents and image have been checked, Macrigi initiates the payout without undue delay; the time taken for funds to arrive depends on the bank and payment provider. Macrigi may withhold a payout where documents are incomplete or there is suspected fraud, a dispute or a breach.

The Producer must cooperate in handling disputes and retain supporting evidence. A return or refund may be authorised for goods that are damaged, defective, non-compliant, missing or not delivered. Macrigi refunds the Wholesaler where a refund is approved. If the Producer has already been paid, Macrigi may set the amount off against future balances or, where those balances are insufficient, require repayment within 7 days of written notice.

The Producer and the Wholesaler must use the platform for communications about technical matters, quantities, shipping, delivery and claims. They must not conclude sales outside the platform in order to avoid fees, commission, checks or other applicable terms.

The anti-circumvention obligation covers commercial relationships originated, acquired, managed, reactivated or tracked through Macrigi, including relationships between parties who already knew each other before using the platform, and remains in force for 12 months after the relationship ends.

During the exclusivity period, the Producer may not appoint third parties to carry out the same commercial activities for approved products in the Exclusive Territory, nor directly or indirectly conclude sales intended to avoid the platform or the 18% commission, unless Macrigi has given prior written approval.

The Producer must notify Macrigi without delay, and in any event within five working days, of any sale of approved products made in the Exclusive Territory outside the platform. The Producer must also provide such documentation as is reasonably necessary to verify the buyer, products, quantities, taxable value, invoice and payment received, in compliance with applicable data-protection and commercial-confidentiality requirements.

Failure to report a sale, concealment of a sale, invoicing through connected companies or intermediaries, or any other conduct intended to avoid the platform or commission constitutes a material breach of contract.

In that event, Macrigi remains entitled to the 18% commission accrued on the sale and may claim payment of sums due, any applicable interest, compensation for demonstrable loss and any other remedy available by law. Macrigi may also suspend the account, remove products or terminate the relationship immediately, without prejudice to rights already accrued.

Except in cases of fraud, deliberate concealment or another breach that cannot be remedied, Macrigi may give the Producer a reasonable period in which to remedy the breach. If it is not remedied, Macrigi may instruct a solicitor to recover sums due and protect its rights and may bring proceedings before the competent courts of England and Wales.

The Producer retains ownership of its content and grants Macrigi a non-exclusive, worldwide, royalty-free licence to publish, technically adapt, translate and promote the products and the platform. The licence applies during the relationship and, in public areas, for up to 180 days after termination; content is then removed except for copies required for orders, records, security, disputes or legal obligations.

Macrigi assesses documented facts rather than automatic scores, including repeated substantiated complaints, delays, failure to fulfil orders, non-compliance, false information, breaches, fraud or risk. Unless the matter is serious, Macrigi will notify the breach and allow a reasonable period to remedy it; in serious cases it may suspend immediately. Termination does not extinguish instalments, orders, refunds, confidentiality obligations, anti-circumvention obligations or liabilities already accrued.

Where applicable, overdue commercial sums may carry statutory interest and recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 and related legislation, without any additional contractual 4% rate. Macrigi may suspend services after notice; the annual commitment remains payable.

Nothing limits liability for fraud, death or personal injury caused by negligence, or any other liability that cannot lawfully be limited. To the reasonable extent permitted by law, liability for indirect loss is excluded. The Producer indemnifies Macrigi against third-party claims arising from non-compliant, recalled or counterfeit products, incorrect labelling, or intellectual-property or tax breaches attributable to the Producer, to the extent permitted by law and causally connected to the breach.

Information, non-public pricing, customers, orders and credentials are confidential. The Producer may process personal data only as needed to fulfil orders, in accordance with instructions and the Privacy Policy, must protect access to that data and must report incidents without delay.

Notices may be sent through the platform, by email or by post. The parties will first attempt to resolve disputes amicably. The laws of England and Wales apply and, subject to any mandatory rules, the courts of England and Wales have exclusive jurisdiction. Assignment is prohibited without consent; partial invalidity does not affect the remaining provisions; these Terms constitute the entire agreement; and if language versions differ, the English version prevails.