1.1 Smilodo is a Platform by the Aeddon Ltd., that combines eShops with a common Global Marketplace. Smilodo helps entrepreneurs to sell goods and services as well as individuals and entrepreneurs to buy these. Smilodo also gives it's sellers a communication platform to address and inform potential and existing clients as well as third parties.
1.2 These General Terms and Conditions set out the rights and obligations in connection with the use of Smilodo. Contradictory terms that deviate from these General Terms and Conditions will not be recognized, unless the Aeddon Ltd. has recognized them prior explicitly and in text form.
1.3 The moment of any interaction with Smilodo is considered as the moment of a complete and unconditional acceptance of these General Terms and Conditions and therefore its conclusion. The ignorance of the General Terms and Conditions does not relieve the user from liability for non-compliance with them.
1.4 In case the user does not agree with any of these General Terms and Conditions, he is not entitled to use the capabilities and services of Smilodo. He is obliged to stop using the Platform and to leave.
1.5 In addition to these General Terms and Conditions, the procedure for the provision of services and use of the Platform is also determined by the Annexes mentioned at the end of this text that are an integral part of this document.
1.6 Smilodo has the right at any time to refuse any user to register or to use the Platform in case of violation against these General Terms and Conditions.
1.7 Smilodo reserves itself the right to modify and/or extend these General Terms and Conditions at any point in time. All existing Smilodo Customers will be informed two (2) weeks before the changed General Terms and Conditions come into effect. The existing Smilodo Customer can decide, if he wants to accept the changes and continue the subscription of the Smilodo services, or if he wants to terminate his contract.
1.8 In these General Terms and Conditions, the following designations are used as in the meaning described:
Smilodo is a Platform that combines eShops with a common Global Marketplace.
Platform means Smilodo.
eShop is a Website for creating and managing an online business. The website consists of a Landing Page, a Catalog, a Basket and a Checkout Page. The website can also contain additional Pages and a Blog. The website is structured into a) a Frontend to be displayed and used by the End Customer and b) a Backend to administer the eShop. The website is reachable by a Subdomain of Smilodo or a Domain owned by the eShop Owner.
Global Marketplace is the central access point for End Customers to all published Products and Services sold at the individual eShops. The Products and Services are presented by a Global Catalog and searchable by the customizable search function. The Global Marketplace offers the eShop Owners options for advertising. A specific part of the Global Marketplace will also be used for marketing to attract End Customers to visit.
Landing Page is a Page which is presented to the visitor of an eShop when entering without the selection of a specific Page.
Catalog is a Collection of the Products offered by the eShop Owner. The structure of the Collection is customizable with the Individual Catalog of the eShop with a modifiable set of local categories and associated groups of local attributes.
Basket is a Collection of the Products or Services selected by the End Customer from the Catalog with the intension to buy them.
Checkout Page is a Customizable Page to finalize the order of the Products collected in the Basket and to chose the payment and delivery options.
Page is a Single full page created with the Smilodo WebConstructor.
Blog is a Collection of Posts to be displayed in a chronological or customized order. The Blog Entries can also be grouped individually (e.g. subject or type of entry).
Post is an entry to the blog created with the Smilodo WebConstructor.
Product is a physical or intangible product or a service offered by the eShop Owner at the eShop and published into the Global Marketplace. Each Product is inserted into the eShop's Individual Catalog and into the Global Catalog of the Global Marketplace.
eShop Owner is a Customer and contractual partner of Aeddon Ltd.. The eShop Owner can operate the eShop by himself or by eShop Users employed or commissioned by him.
End Customer is a Person or company buying Products at the eShops.
Frontend is a Set of functionality presented to the End Customer and visitor of the eShop.
Backend is a Set of functionality to administer the eShop and specifically the Frontend, the Products and the individual settings like available payment systems and delivery options. It is used by the eShop Owner and his eShop Users (if defined).
Domain is an Individual address of the eShop registered to and owned by the eShop Owner (e.g. www.my-eshop.com) Subdomain Address of the eShop in the context of the domain smilodo.com (e.g. my-eshop.shop.smilodo.com).
Global Catalog is a Non-modifiable Catalog delivered by the Global Marketplace to guarantee a stringent structure of Products with a non-modifiable set of global categories and associated groups of global attributes.
Individual Catalog is an individual Catalog defined by the eShop Owner and qualified eShop Users with a modifiable set of local categories and associated groups of local attributes.
Smilodo WebConstuctor is an advanced tool to visually create Pages and Posts with no programming skills needed.
eShop Users are Individuals defined by the eShop Owner with an individual login to the specific eShop.
Plan: Smilodo offers its services in various shapes in so-called Plans.
2.1 The eShop Owner is customer and contractual partner of the Aeddon Ltd. and must therefore be of legal age at the beginning of the cooperation and capable of judgment.
2.2 Smilodo offers a free trial period during which potential eShop Owners can try out the functions of the Smilodo-Platform. For this purpose, the potential eShop Owner must register an account by entering a minimum set of required personal data. On this occasion, the duration of the trial period will be displayed. At this time, the credit card details are also required for registration. During this free trial period, the potential eShop owner can use all the features offered, except for selling products in his eShop. His eShop will be marked as a demo store and his products will not be listed on the global marketplace.
When creating the free trial period, the potential eShop owner enters into a binding contract with Aeddon Ltd.
2.3 When opening the free trial period, the eShop Owner selects a specific plan that may be maintained, downgraded or upgraded by him during the free trial period. Up until the last day of the free trial period, his subscription for the selected plan may be cancelled. If no cancellation is received, the credit card on file will be charged for the selected plan for the first payment period of one (1) month. After the payment is confirmed, his demo eShop is transformed into a fully functional eShop that includes the functions of selling products and receiving payments. After the expiration of the paid period, the deposited credit card will automatically be charged for another period of one (1) month, provided that no cancellation has been received.
2.4 If a selected plan is upgraded during the paid period, the old plan will be terminated immediately and the newly selected plan will take effect for a new, full period of a rolling month. The remaining balance, on a daily basis (excluding the termination date), will be credited to the new, higher priced plan.
2.5 If a selected plan is downgraded during the paid period, the old plan will be terminated immediately and the newly selected plan will take effect for a new, full period of a rolling month. Part of the remaining balance, on a daily basis (excluding the termination date), will be credited to the new, more favourable plan for a maximum of one period. Any further credit balance will be forfeited. There is no entitlement to a refund.
2.6 If the potential eShop Owner denies activating a full account after the free trial period, the eShop and its content can be deleted by Aeddon Ltd.
2.7 Unless explicitly otherwise agreed a legally binding and enforceable contract becomes effective with the successful completion of the registration process. The registration process is only considered successful when Smilodo has informed the eShop Owner via email.
2.8 The potential eShop Owner does not have a claim to the conclusion of a contract. Smilodo reserves the right to refuse the offer of a User to enter into a contract with him, without giving reasons.
2.9 An Agreement is concluded for a minimum period of one (1) month and will be automatically renewed by another month, unless terminated. The period of one month is a rolling month.
2.10 An existing contract can be terminated by the eShop Owner at the end of a paid period, without justification.
2.11 In case of a cancellation during a paid period and the renunciation of further use of the eShop, there is no right to a refund.
2.12 Smilodo reserves the right to terminate an existing contract, without giving any reasons.
2.13 If the eShop has to be blocked by Aeddon Ltd. as a result of a violation according to point 1.8 of the "Rules for posting information on Smilodo" or according to point 1.6 of the "Rules for posting products on Smilodo", the eShop Owner is not entitled to any refund.
3.1 Smilodo allows Sellers to register and create an account for an own eShop, where they will have the possibility to present and advertise themselves and their Products or Services as well as to sell their Products or Services.
3.2 Besides presenting and selling their Products on the eShop, the Seller has the option to publish his Products on the Global Marketplace of Smilodo. The choice can be made per Product, the publishing being considered the standard.
3.3 By choosing to publish Products from the Sellers eShop on the Global Marketplace owned by Smilodo, the eShop Owner agrees to the transfer of the specific information and content as well as to their use by Smilodo.
3.4 Smilodo offers various Plans which can differ functional or in the availability of additional services. All current specifications of these fee-based Plans can be found under www.smilodo.com/price.
3.5 After the successful completion of the registration process, the eShop Owner gains access to the “Company Account” section of Smilodo in which he publishes information about the company that he presents (e.g. UID, contact information). The eShop Owner is now also authorized to replace the Subdomain under which his eShop has been addressed with an own Domain (dependent if the subscribed Smilodo Plan allows it).
3.6 Depending on the Plan selected, the Platform offers eShop Owners the integration of the Smilodo Web Analysis Tool. The Tool is based on Google Analytics and gives the eShop Owner access to the integrated analysis data of his eShop.
3.7 The presentation and design of the Backend is under the responsibility of Smilodo only. The Platform reserves itself the right to display product-related advertising and other commercial or sponsored content in the Backend, which Smilodo deems to be valuable or helpful to its eShop Owners in creating, designing and maintaining their own eShop.
3.8 The portal reserves the right to send its eShop Owners surveys in the Backend and/or via email in order to learn how satisfied the eShop Owner is with the Smilodo products. The eShop Owner will decide individually whether he would like to participate in each individual survey and what information to provide to the Platform.
3.9 Any End Customer can leave reviews about the Products or Services bought by him and the eShops that sold the Products or Services to him, observing the Rules for publishing reviews. The eShop Owner has the right to decide whether a review is published or not.
4.1 The eShop Owner confirms that all the personal data provided by him is true and complete. Smilodo reserves the right to request appropriate proof of identity on a case by case basis.
4.2 The eShop Owner is obliged to keep his personal “contact” information up to date at all times.
4.3 The eShop Owner is required to maintain strict confidentiality regarding all login data, identification, and passwords in order to prevent third parties from accessing their login data. In the event that an eShop Owner has reasons to believe or suspects that third parties have obtained or may have obtained unauthorized login data, identification, or passwords, he shall inform the Platform immediately and change his login data.
4.4 The eShop Owner agrees to receive electronic communication from Smilodo for contractual purposes (e.g. invoices, important contractual information or significant technical changes). It is therefore very important that the eShop Owner's account data (Account) is kept up-to-date. Smilodo accepts no liability or responsibility should the eShop Owner fail to receive an email notification because the email address is incorrect/invalid. The eShop Owner can revoke his consent to receive this information electronically in the future by contacting the Platform (firstname.lastname@example.org) at any time. In this event however Smilodo reserves the right to close the account of the eShop Owner.
5.1 Smilodo is committed to doing everything to ensure that the eShop Owner receives the services he has chosen in the agreed manner.
5.2 Smilodo reserves the right, at its own discretion, to change or delete information published by the eShop Owner or by End Customers if it contradicts these General Terms and Conditions, the Annexes or legal requirements.
5.3 In case of violation by the eShop Owner of these General Terms and Conditions, the Annexes or legal requirements Smilodo may temporarily suspend, restrict or terminate the eShop Owner's access to the portal services unilaterally at any time. Moreover, Smilodo is not responsible for any damage that may be caused to the eShop Owner by such actions.
5.4 In order to ensure the safety of the End Customers and the operation as a whole, as well as to prevent and stop fraudulent activities on the Platform, Smilodo has the right to request documents identifying the eShop Owner and his eShop Users. Also, in order to confirm the integrity of the Seller, Smilodo has the right to request documents from eShop Owner confirming the shipment of goods to End Customers. In case of refusal to provide documents, the Platform has the right to unilaterally suspend the service to the eShop Owner.
5.5 The Products listed by the eShop Owner in his eShop can be published on the Global Marketplace. By choosing this option, the eShop Owner agrees to the transfer of the specific information and content as well as to their use by Smilodo. This does explicitly not imply that Smilodo nor Aeddon Ltd. takeover the responsibility for the delivered content (see 6.2). The Platform has the right to make any changes to the allocation of the Products in the Global Catalog if Smilodo comes to the feeling that a faulty and/or inappropriate allocation took place. In this case, the eShop Owner will be informed about the re-allocation by Smilodo. In the event of repeated incorrect assignments, Smilodo can suspect a certain degree of malicious practice and takes the right to terminate the Service immediately.
5.6 Smilodo undertakes to provide the eShop Owner with the opportunity to receive advice from the support service in case the eShop Owner indicates the identification data. The scope of consultations is limited to technical issues related to the provision of the services. Other consultations are available by choosing a higher Plan. The description of the Plans can be found under www.smilodo.com/price.
5.7 Smilodo has the right to place advertising and/or other information in any section of the Global Marketplace without the consent of the eShop Owners.
5.8 Smilodo has the right to send out messages (commercial offers) to the eShop Owners, including electronic messages to the email addresses provided by the eShop Owner containing organizational, technical, informational, marketing or other information about the capabilities of the services on the Platform, the activities of Aeddon Ltd. or its partners. The user may at any time refuse to receive further such messages.
6.1 The eShop Owner must be of legal age and capable of judgment to run a Smilodo eShop. The eShop Owner agrees to use the Platform only for legitimate purposes, to comply with the current legislation of Switzerland and his appropriate country, as well as the rights and legitimate interests of Smilodo.
6.2 The eShop Owner is responsible for all contents published, made available, provided or stored by him on his eShop. This applies to the same extent to the responsibility of the eShop owner for his content, if it is transferred to and displayed on the Global Marketplace by choosing to publish.The Platform is under no obligation to inspect the Products of the eShop Owner with regard to violations of law.
6.3 The eShop Owner is responsible for complying with all laws that apply to him, his eShop and his End Customers, within the applicable jurisdiction.
6.4 Smilodo regularly performs back-ups of his servers. Individual eShop sites and/or the content therein can be restored from these system backups. The eShop Owner is strongly advised to regularly create additional backups of his data. This applies in particular to data concerning his Products, End Customers and Orders.
6.5 The eShop Owner is solely responsible for data retention in accordance with statutory requirements, particularly those of commercial and tax law of his appropriate country.
6.6 The eShop Owner undertakes to ensure the accuracy of the information provided about him and his business. The eShop Owner does not have the right to require Smilodo to hide any information about him. In the case of providing false or incomplete information, Smilodo has the right to suspend or cancel the registration of the eShop Owner and stop providing the services to him.
6.7 The eShop Owner does not have the right to take actions that affect the normal operation of Smilodo and its unfair use. The eShop Owner agrees not to use any devices, programs, procedures, algorithms and methods, automatic devices or equivalent manual processes to access, acquire, copy or track the content of the Global Marketplace.
6.8 The eShop Owner agrees not to take actions, aimed to gain access to someone else’s personal account, by selecting a username and password, hacking or other actions.
6.9 The eShop Owner has no right to transfer, retreat, sell, transfer to use, etc. his username and password for access to Smilodo and its services. In the event that the login and password or the rights on the eShop are transferred to any third party, the eShop Owner is solely responsible for the actions of such a third party.
6.10 In the event that the eShop Owner wishes to transfer his rights to his eShop to another person (hereinafter referred to as the New Owner), he is obliged to send Aeddon Ltd. a corresponding written message about this together with the necessary documents. In the event of a security breach or unauthorized use of the eShop Owners Account, he must immediately inform Smilodo about it. The Platform is not responsible for any losses caused by unauthorized use of the eShop Owner's Account and/or Site.
6.11 The eShop Owner agrees not to use Smilodo's capabilities on his own or with the involvement of third parties for purposes that may be qualified as a violation of the rights of third parties to intellectual property, unfair competition, and other violation of the current laws of Switzerland and his appropriate country. The user does not have the right to use the information on the Global Marketplace for personal non-commercial purposes. Copying information from the Global Marketplace is prohibited.
6.12 The eShop Owner guarantees, that he has all rights to use the materials and content posted by him on his eShop and by publishing Products on the Global Marketplace. This explicitly includes all intellectual property rights.
6.13 The eShop Owner agrees to comply with the property and non-property rights of the authors and other copyright holders when providing his eShop.
6.14 In the event the eShop offers Products falling under buying restrictions for minors, the eShop Owner must request for the age confirmation by the viewer, prior to display the Products.
7.1 Smilodo is not responsible for any errors, omissions, interruptions, defects and delays in processing or transmitting data, interruptions in communication lines, destruction of any equipment, unauthorized third-party access to the Platform/eShop, which caused a restricted access for the eShop Owner and his End Customers to the eShop operated by the eShop Owner. The Platform is not responsible for any technical malfunctions or other problems of any telephone networks or services, computer systems, servers or providers, computer or telephone equipment, software, malfunctions of email services or scripts for technical reasons, for the normal functioning and availability of certain segments the Internet and the networks of telecommunication operators involved in the implementation of the eShop Owner’s, the eShop-User's or the End Customer's access to the Services.
7.2 Services on Smilodo are provided “as is”. The Platform does not guarantee the unconditional storage of the accounts, subdomain names like my-eshop.shop.smilodo.com and the information posted on the Platform.
7.3 Smilodo is not responsible for the compliance of the entire service or its parts with the expectations of its users, like the error-free and uninterrupted provision of services, the termination of the access to the services, as well as for the safety of the logins, providing access to the services for reasons related to technical failures of the hardware or software of the Platform, and does not reimburse for any losses associated with this.
7.4 Smilodo is not liable to the eShop Owners, eShop Users or End Customers for restricting access to services, for terminating access to services if these restrictions and terminations arise due to force majeure circumstances arising after the conclusion of this General Terms and Conditions and the onset of which the parties could not affect, including, but not limited to as follows: war, civil war, riots, strikes, sabotage, embargoes, fires, floods, earthquakes, power and data transmission interruptions, pandemics and epidemics, natural disasters, deterioration of electronic or radiological conditions, explosions, actions or inaction of the government of any country, acts of state bodies and/or local governments, amendments to the legislation, accidents on public networks, changes in the conditions of access to line-cable communications, etc.
7.5 Smilodo endeavours to ensure the best possible availability of the Platform. The eShop Owner acknowledges however, that for maintenance purpose, which can amount to up to four (4) hours per week, the access to the services is limited or not guaranteed. These restrictions shall not constitute grounds for warranty claims. The current status of the Platform’s systems will be shown on the Smilodo Main Page. Smilodo aims to keep the maintenance times as short as possible.
7.6 Smilodo is not liable to the eShop Owner or any third parties for any direct and/or indirect losses, including lost profits or lost data, damage to honour, dignity or business reputation, incurred in connection with the use of the services, or the inability to use it or unauthorized access to third-party user communications.
7.8 Smilodo is not responsible to eShop Owners or other third parties for:
7.9 In the case of claims by third parties, including End Customers, against the Aeddon Ltd. related to the use of the Platform's services by a eShop Owner or his eShop Users, the eShop Owner undertakes to resolve such claims with the third parties on his own, protecting Smilodo from possible losses and proceedings, or to take the side of Smilodo in such proceedings, as well as to compensate the losses (including legal costs) to Aeddon Ltd. incurred in connection with claims, information with the placement of materials, announcements and/or the activities of the eShop Owner and his eShop User on the Platform.
7.10 Smilodo will not be liable for any damage or loss that directly or indirectly occurred to third parties as a result of the activities of eShop Owners on the Platform. Smilodo under no circumstances bears responsibility to third parties for any indirect losses, including lost profits. The responsibility of Smilodo is limited to direct documented losses incurred as a result of the action or inaction of Smilodo in an amount not exceeding the cost of the services rendered to an individual End Customer.
7.11 Smilodo does not control the quality and terms of delivery by eShops. As a result, the End Customer accepts the condition according to which all Products offered through the Platform by the eShop Owners are provided by them at their own responsibility and the sale of such Products is in no way connected with the activities of Smilodo. The End Customer assumes full responsibility and risks for the receipt of the Products offered by the eShop Owner.
7.12 Smilodo has the right to delete or transfer a subdomain to another eShop Owner, if the subdomain was assigned to terminated eShop which has not been reactivated for 6 or more calendar months in a row.
7.13 Smilodo is not responsible for the actions of transfer systems, payment systems and for delays associated with their work.
The totality of programs, data, trademarks, copyright objects, and other objects used on Smilodo in the provision of services is the intellectual property of its legal owners and is protected by the intellectual property law of the respective country where the Platform is used, as well as relevant international legal treaties and conventions. Any use of elements, symbols, texts, graphic images, programs and other objects that are part of the service and belong to Aeddon Ltd., except as permitted in this General Terms and Conditions, without the permission of Smilodo or other legal copyright holder is illegal and may lead to judicial review and involvement of violators in civil, administrative and criminal liability in accordance with the legislation of the respective country where the Platform is used.
9.1 All fees are based on Swiss Francs (CHF), but can be paid for convenience reasons in other currencies.
9.2 All Payments are accepted only by a valid stored credit card.
9.3 All Packages are charged on a monthly base and in advance.
9.4 All Packages, if not terminated, are automatically renewed and charged to the stored credit card for the next monthly period.
9.5 If the stored credit card is no longer valid, or fails to be charged at the moment of an automatic renewal charge, a notification mail is sent to the eShop Owner with the request to update the validity of the stored credit card within five (5) days.
9.6 In the elapsed unpaid period the eShop is disabled and will be enabled again with the next successful payment.
9.7 In case that Smilodo charges the eShop Owner for the creation and setup of his eShop, based on a quote from Smilodo, these costs must be paid by the eShop Owner when the order is placed.
9.8 Smilodo provides its invoices to the eShop Owner electronically (PDF).
9.9 All rates quoted by Smilodo are exclusive of any VAT. The levying of any VAT is country-specific and differs for B2B and B2C. As soon as the eShop Owner has entered his concrete and valid registration data, Smilodo can display the VAT rate valid for the eShop Owner to be registered. It may be that the eShop Owner has to account for the VAT in the respective country of its registered office itself by means of a reverse charge. Any changes to the tax situation are possible at any time and will result in adjustments.
9.10 In case the eShop Owner optionally uses services from third party providers, these charges shall be due in advance for a complete contractual period.
10.1 A chargeback of already paid fees or an explicit denial of the charge of a payable fee is considered as a breach of the payment obligations. The use of Smilodo Services may be automatically disabled or terminated.
10.2 In the event a chargeback of already paid fees is performed, the eShop and the user account may be blocked without the option to re-purchase or re-use it, and any data contained in such account may be subject to cancellation and capacity loss.
10.3 The use of the Smilodo Services will not resume until the eShop Owner re-subscribes for a Smilodo Services and pays all open fees including any fees and expenses incurred to Aeddon Ltd. and/or any third party services for each chargeback received.
10.4 Aeddon Ltd. invites the eShop Owners to contact the customer support team for all questions or concerns regarding payments before filing a chargeback or reversal of payment, in order to prevent the Smilodo Services from being cancelled and the user account being blocked.
10.5 Smilodo reserves his right to dispute any chargeback received, including by providing the relevant credit card company or financial institution with any information and documentation proving that the user responsible for such chargeback did in fact authorize the transaction and make use of the services rendered thereafter.
11.1 The eShop Owner can terminate his chosen Plan at any given time, without giving any reasons. In this case, the eShop Owner has no right to claim for a reimbursement of unused monthly fees. In this event, the eShop Owner will lose immediate access to his online store. The domains, email accounts, all data on his account and on the Global Marketplace shall be deleted by the Portal Owner, immediately.
11.2 Smilodo can terminate the cooperation at any given time to the end of the running period, without giving any reasons. In this case, Smilodo reimburses the eShop Owner only fees which have already been charged to the eShop Owners registered credit card for periods after the termination. Any other costs incurred for services provided by Smilodo and external agencies will not be returned.
11.3 In the event the eShop Owner cannot be charged for his renewal period, the access to the eShop will be blocked by Smilodo until the charge has positively been concluded, but not longer than maximum thirty (30) days after due date of the charge. After that the entire content of the eShop of the faulty eShop Owner can be deleted by Smilodo.
12.2. The rules for posting information on the Portal are located https://www.smilodo.com/Rules-for-Posting-Information-on-Smilodo.
12.3. The rules for registering product items on the Portal are located https://www.smilodo.com/Rules-for-Publication-of-Product-on-Smilodo .