Terms and Conditions of the Service

GENERAL CONDITIONS

(Last update 28-06-2019)

These general conditions (the " General Conditions ") define the general terms and conditions of use of the business to consumer services and the business to business services offered by Salumeria Toscana on behalf of the Taverna del Castello di Fontanelli Alessandro, VAT number 06694310480, via castelfalfi castle 57, Montaione 50050 Florence, and its extensions accessible through mobile applications (the " Site ").

Before starting to browse the Site and in any case before using and registering with the section of the Site that offers business to consumer services (the " B2C Platform ") or the section of the Site that offers business to business services (the " B2B platform ") we invite users to carefully read these General ConditionsIt is understood that the General Conditions include every note, legal notice, information or disclaimer published on the Site relating to the services offered by the Company as well as the terms referred to through links to this page.

Access, navigation and use of the Site and of its freely accessible uses, constitutes express acceptance of the terms of these General Conditions which require registration on the Site or its Platforms and therefore implies the obligation to respect them.

To use all the services offered by the Company through the Platform, registration on the Platform is required, as well as full acceptance of the General Conditions.

In the event that you do not intend to accept these General Conditions in whole or in part, or any other note, legal notice, disclosure or disclaimer published on the Site, we invite you not to use the Site, its Platforms and services.

1DEFINITIONS

In addition to the terms defined elsewhere in these General Conditions, the terms listed below will have the meaning attributed to each of them:

  • " Buyer ": means any natural or legal person, registered to any of the Platforms, who purchases the products made available by Sellers through the Platforms, including B2C Buyers and B2B Buyers;
  • " B2C Buyer ": means the Buyers registered on the B2C Platform, as defined in the B2C General Conditions;
  • " B2B Buyer ": means the Buyers registered on the B2B Platform, as defined in the B2B General Conditions;
  • " Platforms ": means the B2C Platform and the B2B Platform;
  • " Tuscan Salumeria Services ": means B2C Services and B2B Services offered through the Platforms;
  • " Users ": means users who access the Site, including Buyers and Sellers;
  • " Registered Users " means Users who have completed Registration on any of the Platforms;
  • " Seller " means any natural or legal person, registered to any of the Platforms, who professionally carries out the production of agri-food products and who through the Platforms make their own or third-party products available for purchase.

2CHANGES AND INTEGRATIONS OF THE GENERAL CONDITIONS

The Company reserves the right, at any time, to modify, integrate and / or cancel, in whole or in part, the Salumeria Toscana Services, policies, these General Conditions, and any accessory documents to offer new products or services or to adapt to market needs or to legal and regulatory provisionsIn this case, we undertake to communicate the contractual changes to the Users by publishing a notice on the Website Homepage or, as appropriate, the B2C Platform or the B2B Platform and to update the General Conditions.

The User undertakes to regularly check the General Conditions and expressly consents that his use of the Platforms, subsequent to the communication of variation, constitutes an unequivocal manifestation of their acceptance.

If a User does not intend to accept the changes made by the Company, he will have the right at any time to request the cancellation of his Account by following the procedure available on his personal area of the Site or by writing an email to support@foodscovery.com with the subject "Account Cancellation" .

3REGISTRATION

3.1ACCOUNT

To take advantage of the Salumeria Toscana Services it is necessary to register respectively on the B2C Platform or on the B2B Platform and then create your own personal account (the " Account ") by providing some personal information, indicating a valid e-mail address and, in general, following the registration procedure illustrated from time to time.

All information provided at the time of the registration request will be included in the registration dataAll User registration data will be processed and used by the Company in compliance with the rules of confidentiality and security required by law, as indicated in the Company's Privacy Policy .

The Account is considered personal for the purposes of selling and purchasing products through the Platforms and therefore cannot be used on behalf of other natural or legal persons, nor can multiple Accounts be created for the same User.

Registered Users undertake to promptly update the data provided during registration in the event of changes and changes that have occurred subsequentlyRegistered Users will be solely responsible for the truthfulness, completeness, precision and updating of this information.

The Company also reserves the right to validate, directly or through third parties, the Accounts of the Users Registered on the Platforms, as well as the truthfulness of the information provided, where they do not comply with the requirements set out in paragraph 3.2 below or there is reason to believe that the information communicated is falseNotwithstanding the foregoing, the Company does not guarantee in any way the identity of Registered Users who use the Platforms.

3.2REQUIREMENTS

For the purposes of registration, the Seller who registers as a legal person must have been established and authorized to operate in one of the countries indicated on the respective Platform he intends to use.

In the interest of the Buyers and in the interest of the Company to offer high quality services, the Company carefully selects the Sellers who can register on the Platforms and offer their products.For this reason, the Company reserves the right, at its sole discretion, not to accept the request for registration by Sellers who do not respect certain criteria of product quality and honesty and commercial transparency.

3.3THE CREDENTIALS OF REGISTERED USERS

The User is required to maintain the secrecy and security of his e-mail address and password (the " Credentials ") chosen when registering with any of the Credential Platforms.

The Registered User cannot communicate his Credentials to third parties (who are not authorized to use the Account).

In case of compromise of the Credentials, the Registered User is required to promptly notify us by writing to support@foodscovery.com, in order to suspend the Account and avoid unauthorized transactionsThe suspension of the Account by the Company requires a minimum period of 1 working day from the date of receipt of the communication.

In no case can the Company be held responsible for costs, expenses or damages incurred by the Registered User against the loss of their Credentials not communicated promptly or incurred during the minimum term of suspension of the Account by the Company referred to in the previous paragraph.

3.4ACCOUNT LIMITS

The use of the Platforms, and in general of the Site, may be subject to restrictions, such as limits relating to the volume of transactions or limits to the purchase of certain productsThese limits are established based on performance and risk factors, including, without limitation, our assessment of the risks associated with the Registered User Account and its location.

In the event of a violation of the applicable legal provisions, these General Conditions, or the guidelines, notes, disclaimers or further notices published by the Company on the Site by a Registered User, the Company reserves the right, at its exclusive right discretion, to (i) remove or modify the contents published by the Registered User on the Platforms and / or (ii) prevent access to the Platforms, to suspend or, in the cases listed in the following Article 11, cancel the Registered User Account .

3.5MINORS

The age of majority is required for registration on any of the Platforms by UsersMinors can use the Foodscovery Services through the Site only with the assistance of a parent or guardian.

4REVIEWS, COMMENTS AND OTHER CONTENT PROVIDED BY THE USER

4.1REVIEWS AND COMMENTS

Upon completion of each sale, the Buyers will have the right to issue, as appropriate, a comment and a rating on the Seller, a comment on the related products purchased and, in general, on the shopping experienceTo this end, each Buyer undertakes not to publish comments having illicit, obscene, abusive, intimidating, defamatory content, or in violation of privacy, intellectual property rights or in any other way offensive towards the Company and / or third parties or political propaganda, commercial solicitation, viruses, chain letters, mass e-mails or any other form of spammingIn addition, the Buyer undertakes to comply with the regulations envisaged for issuing and publishing comments on the Platforms available in the "Desk" section - "My comments" sub-section (which can be accessed by logging in, using your Credentials) as well as in the "Review Regulation" section.

The Company reserves the right to remove or modify the contents published in violation of these General Conditions or of the applicable legislation.

4.2CONTENT PROVIDED BY THE USER

In no case can the User use a false e-mail address, pretend to be another person or subject or otherwise lie about the origin of the contents uploaded by him.

The User will be the one and only responsible for the content uploaded on the Platforms, as well as, with the acceptance of these General Conditions, declares and guarantees

(1) to own or in any case the full availability of all rights relating to the published content, including the full right to publish it;

(2) that, on the date the content or material is published:

(i) the content and material are accurate and relevant;

(ii) the use of the content and material provided does not violate any of the Company's policies and guidelines; is

(iii) the content being published does not violate third party rights.

If the User believes that a content, of any kind, published on any of the Platforms or used in the context of the Salumeria Toscana Services, contains a defamatory declaration or that his own intellectual property right has been violated against the publication of certain information on any of the Platforms, we invite the User to send us an email to salumeriatoscanadop@gmail.com with all the information necessary to evaluate the case and promptly eliminate any possible content where the violation incurred by any of the Users or third.

Except in cases where any liability is attributable to the non-removal of illegal content following the receipt of a suitable report to salumeriatoscanadop@gmail.com the User undertakes to indemnify and hold harmless the Company from all legal actions taken by third parties against the Company deriving from or in any case connected with the contents and materials provided by the User and published on any of the Platforms.

5CONDITIONS OF USE OF THE SITE AND OF THE PLATFORMS

5.1USE ALLOWED

In no case may the User act as a payment service provider, intermediary, service agency, or otherwise resell the services offered by the Company on behalf of third parties, for example, by moving, processing and transmitting funds on behalf of third parties.

In using the Platforms, Users undertake to comply with the provisions of applicable law, regulations and rules of ethics and good use of network servicesIn particular, they undertake not to:

- violate the laws in force or simulate purchase negotiations and / or conduct unfair commercial conduct;

- spread computer viruses or other technologies capable of damaging the Site or any of the Platforms or its Users;

- perform actions that may cause an unreasonable overload to our technological infrastructures and that may interfere with the correct use of the Platforms by other Users;

- send chain letters or proposals for pyramid schemes; copy, reproduce, alter, modify or disseminate the contents published by the other "producers" without their express consent;

- circumvent the measures adopted in order to prevent or limit access to the Site and / or the Platforms and their use;

- duplicate and / or create accounts other than your own, by writing them to fictitious names or in part with data common to other already registered users;

- in general, do not disturb, directly or through third parties, in any way the Tuscan Salumeria Services or the use of the same by other Users.

Without prejudice to the provisions of this paragraph, under penalty of immediate cancellation of the Account and consequent interruption of the Salumeria Toscana Services:

- the Registered User as a Seller undertakes not to contact, directly and / or indirectly, by any means other than the Platforms the Buyers registered with them;

- the Registered User as a Buyer undertakes not to contact, directly and / or indirectly, by any means other than the Platforms the Seller registered to them.

5.2OBLIGATIONS OF THE SELLER

The Seller undertakes to provide the Company with the information necessary for the use of the Salumeria Toscana Services, also undertaking to keep it updated and guaranteeing its truthfulness, completeness and precision.In particular, the Seller assumes all responsibility for the products sold through the Platforms and the commercial information it provides to the Company for their respective communications and publications on the PlatformsConsequently, the Company cannot in any way be held responsible for the illegal, illegitimate, false, inaccurate content of the information provided by the Seller, committing the Seller to indemnify and indemnify the Company from any request in this regard.

The Seller undertakes with respect to the content of its offers to comply with all the provisions of current laws, with particular reference to the principle of good contractual faith and free competition.

The Seller undertakes to send products conforming to those published on the Platforms on which it is registered

In order to make the Company's marketing action more effective and to increase its sales volumes on the Platforms, the Seller undertakes to align, for the duration of the relationship with the Company, the sale price of its products applied in all trades concluded outside the Tuscan Salumeria Platform at the respective sale price published on the latter [1] .

The Seller acknowledges that failure to fulfill the obligation referred to in this paragraph gives the Company the right to cancel the Seller's Account in accordance with the provisions of paragraph 11.3 below (Suspension or cancellation of the Account by the Company ).

5.3 DECLARATIONS AND WARRANTIES OF THE SELLER

the Seller declares to (i) have all the powers to register on the Platform, use the services from the same offer and validly conclude contracts for the purchase and sale of products and execute them; (ii) have the authorization to use, publish, spend the related contents, brands, logos for the purpose of the use of the Services, (iii) arrange the licenses and permits necessary for the distribution, production and trade of the products sold as established by applicable laws and (iv) be in possession of any certifications necessary for export to European Union or non-EU countries indicated in the Membership Form or reported later in writingAny prejudicial consequence, of any nature, resulting from the breach of the guarantee obligation contracted with this point will remain the responsibility of the Seller, with the express obligation, against them, to hold the Company harmless from any damage, claim, claim, by anyone from.

6INTELLECTUAL PROPERTY

6.1COPYRIGHT, RIGHTS ON DATABASES AND CONTENT

All content present or made available through the Site and the Platforms in the form of texts, graphics, logos, icon buttons, images, audio files, digital downloads, data and software collections, lists or other databases, are owned by the Company or its content suppliers and are protected by Italian and international laws on copyright, industrial law and database rights.

It is not allowed to extract and / or systematically reuse data or parts of the contents published on the Site without the express written consent of the CompanyIn particular, it is not allowed to use data mining, robots or similar acquisition or extraction devices to extract (one or more times), to reuse any substantial part of the Site, without our express written consentIn no case will the User have the right to create and / or publish his own database that reproduces substantial parts (e.g.prices and product lists) of the Site without the express written consent of the Company.

It is not allowed to download and reuse texts and photographic material produced by the Company without the express written consent of the Company and any contents authorized and used by users must clearly indicate the owner of the intellectual property, ie the wording "Salumeria Toscana", and redirect to one of the pages of the Site.

6.2BRAND NAMES

The graphic material, logos, page headers, icon buttons, characters and service marks included or made available through the Platforms are trademarks or distinctive signs of the Company.

The trademarks and distinctive signs of the Company cannot be used in relation to products or services that are not of the Company, in such a way as to generate confusion among customers or in any way that could denigrate or discredit the Company.

All other trademarks not owned by the Company that appear on the Platforms are owned by their respective owners, who may or may not be connected, connected to the Company and / or sponsored by the same.

6.3LICENSES

The rights of ownership of the contents, including texts, photographs and anything else published on the Platforms by the user, (the " Contents ") are the property of the Registered User who carried out their upload through their Account.

Upon publication of the Contents on the Platforms, the Registered User grants the Company a perpetual, free, non-exclusive and without territorial restrictions license to use, reproduce, distribute, transfer to third parties, sub-license, view the Contents also in relation the supply of the Salumeria Toscana Services as well as in the context of the Company's additional services and commercial and / or advertising activities, including, but not limited to, the promotion and redistribution of all or part of the Site or any of its Platforms in any format and through any distribution channel.

Without prejudice to the foregoing and except as otherwise agreed in writing with the Company, all photos, videos and / or other material directly created by the Company for the creation of the cd"online showcase" of Registered Users and in any case for their use by the Salumeria Toscana Services is the exclusive property of the Company.

7TEMPORARY INTERRUPTION OF SERVICES Salumeria Toscana

The Company undertakes to do everything possible to ensure that access to the Site, Platforms and Services of Salumeria Toscana is provided without interruption and that transmissions are made without errors.However, due to the nature of the internet, uninterrupted access and the absence of errors in transmission cannot be guaranteedIn addition, access to the Site or to the individual Platforms may also be occasionally suspended or limited to allow the carrying out of repair, maintenance, or the introduction of new activities or servicesIf possible, such interruptions will be communicated on the single Platform.

At any time, the Company may make improvements and / or changes to the Tuscan Salumeria Platforms and Services if this is necessary for technical reasons or in order to comply with current legislation.

8LIMITATIONS OF LIABILITY

The Company assumes no responsibility for content created or published on third party sites with which the individual Platforms have a hypertext link ("link")The Company does not control these links and is not responsible for their contents or their useThe presence of links on the Platforms does not imply any acceptance by the Company of the material published on these websites or any other relationship between the Company and their managersThe User who decides to visit a website connected to the individual Platforms or in any case to the Site does so at his own risk, assuming the burden of taking all necessary measures against viruses or other malware.

Users assume all responsibility for any damage that may result to their IT system from the use of the Site and the Platforms.

Users who use the Platforms acknowledge and accept that the Company does not provide any guarantees of any nature regarding (i) the identity, legal capacity, seriousness of purpose or other characteristics of the Registered Users, (ii) the quality, lawfulness and safety of the products published on the Platforms, as well as (iii) the truthfulness and accuracy of the descriptions provided by the Registered Users in relation to themselves and to the products they may possibly promote through the Platforms.

The Company cannot be held responsible for (i) losses that are not a consequence of the violation of these General Conditions for any loss of commercial opportunity (including lost profits, revenues, contracts, presumed savings, data, goodwill or unnecessarily incurred expenses), ( iii) any other indirect or consequent loss, foreseeable or not by the User when he started using the Salumeria Toscana ServicesThe Company will also not be responsible for any delay or non-fulfillment of the obligations set out in these General Conditions if the delay or non-fulfillment derives from unforeseeable circumstances or force majeure.

The Company cannot be held responsible for any disservices caused by the Shipping Partners.

No claim for compensation relating to the products delivered, the failure to deliver them or for other reasons may exceed the purchase price of the products that generated the claim for damages

9INDEMNITY

In the event of (i) violation of the obligations imposed on the User pursuant to these General Conditions (ii) violation of the declarations and guarantees provided by the User and provided for in the General Conditions or in a separate agreement signed with the Company, the User will be held to indemnify and hold harmless the Company from and against any cost, loss, damage, liability or expense (including, without limitation, legal fees) resulting from disputes, legal actions, investigations, investigations, investigations or other proceedings promoted by any subject against the Company in relation to any of the aforementioned violations.

10CONFIDENTIALITY

Until the date of cancellation of the Seller's account from the Platform and for the following 12 (twelve) months, the Seller undertakes to keep strictly confidential information (which is not in the public domain) relating to the functioning of the Platform and the related services. offeredIt is also understood that in the event of violation of the confidentiality obligations set out in this Article, the Company will have the right to terminate the Contract.

11DURATION AND TERMINATION

With regard to Registered Users, the General Conditions remain valid and effective until the date of cancellation of the Account.

11.1ACCOUNT CANCELLATION

Buyers can request the cancellation of their Account at any time by written communication via email, at salumeriatoscanado@gmail.com, with the subject "Account Cancellation".

The Sellers can request, with 1 month's notice, the cancellation of their Account by written communication via email, at salumeriatoscanadop@gmail.com, with the subject "Account Cancellation".

11.2 SUSPENSION OR CANCELLATION OF THE ACCOUNT BY THE COMPANY

The Company will also have the right to suspend and / or discontinue the Salumeria Toscana Services against the Registered User and prevent access to the Account (including, by way of example, the amounts present on the Account) in the following cases:

(the). the Registered User has provided false, incomplete, incorrect or misleading information (including, without limitation, any registration data) or has engaged in fraudulent or illegal conduct;

(ii). unauthorized or fraudulent uses of the Account associated with the Registered User or of their respective payment data are found or reported;

(iii). the Registered User has a high risk profile;

(iv)in case of violation of the obligations respectively provided for by users to the following Articles 4 ( Reviews, comments, and other content provided by the User ), 5 ( Conditions of use of the Site and the Platforms ), 6 ( Intellectual Property ).

In the event of any of the cases provided for in this Article, the Company will inform the Registered User of the suspension of the relevant Account and of the reasons for such suspension, where possible, before this occurs or at the latest just after the same with the exception of cases in which such communication may compromise security measures or is prohibited by applicable law.

The Company will reactivate the user's Account only if the Registered User has remedied the alleged violations within the term of 15 (fifteen) days from the date of receipt of the communication of suspensionOtherwise, the Company will cancel the Registered User Account and give written notice to the user and the provisions of paragraph 11.4 below will apply.

Any request to reactivate the Account must be made by email to salumeriatoscanadop@gmail.com with the subject "Account reactivation".

Without prejudice to the foregoing, if a Registered User does not use the Salumeria Toscana Services for a period of at least 24 (twenty four) consecutive months, the Company will cancel the Account associated with that Registered User, after sending a notice by email.

In any case, the Company reserves the right to take appropriate judicial initiatives, both in civil and criminal matters, to protect its rights and interests and the rights of third parties.

12COMPLAINTS

Within 8 (eight) days of receipt of the products, the B2C Buyer has the right to make use of the complaints service offered by the Company, reporting any defects in the products received and initiating the related complaint or refund procedureTo this end, the B2C Buyer must follow the procedures indicated in the " Support " section of the B2C Platform, it being understood that, otherwise, complaints and requests for reimbursement cannot be correctly managed by the team in charge of the Company.

13RIGHT OF WITHDRAWAL

a) Cases of exclusion of the right of withdrawal
Pursuant to art59, paragraph 1, lettd) and e) of DDecreeSeptember 6, 2005, n206 (Consumer Code) (the "Consumer Code"), the right of withdrawal is excluded in relation to:
a) the goods purchased by a B2C Buyer who does not qualify as a "consumer" within the meaning of Article 3, paragraph 1, letter (a) of the Consumer Code and / or which requires an invoice;
b) assets that are liable to deteriorate or expire rapidly;
c) sealed goods which are not suitable for return for hygienic reasons or connected to health protection and which have been opened after delivery
Without prejudice to the provisions of the previous paragraph (Complaints), with reference to the cases of exclusion of the right of withdrawal listed above, the B2C Buyer, in particular, is informed and accepts that among the products that "risk deteriorating or expiring rapidly" all include food products, as the characteristics and qualities of these types of products are subject to alteration also as a consequence of inappropriate storageTherefore, for hygienic and user protection reasons, the right of withdrawal is applicable only for products purchased through the B2C Platform that can be returned to the Seller, intact in their respective seal, and put back on the market without endangering the health of consumers.

bExercise of the right of withdrawal
The B2C Buyer will have the right to exercise the right of withdrawal, pursuant to art52 and ssof the Consumer Code in relation to specific products, other than those listed in paragraph (a) above, provided that these have not been opened or their seals altered after delivery.

In cases where the exercise of the right of withdrawal is allowed, the B2C Buyer has the right to withdraw from the purchase contract with the Seller for any reason, without the need to provide explanations and without any penalty.

To exercise the right of withdrawal, the B2C Buyer must send to the Company, within 14 days from the delivery date of the products covered by the purchase order, a written communication by e-mail to the following email address support@foodscovery.com with the subject "Exercise of the right of withdrawal", expressly declaring its intention to withdraw and providing the following additional information:
thepurchase order number and date;
iipurchase order delivery date;
iiithe name and address of the B2C Buyer;
ivthe indication of an email and telephone number of the B2C Buyer;
varticle code or articles for which you intend to exercise the right of withdrawal.

The right of withdrawal applies to the product purchased in its entirety; therefore, if the product is made up of several components or parts, the right of withdrawal cannot be exercised only on part of the product purchased

Upon receipt of the communication of exercise of the right of withdrawal, the Company will open a practice for the management of the return and communicate to the Seller the exercise of this right, which must promptly arrange for the withdrawal of the products that are the object at their own expense, by appointing a specific courier or, where agreed with the Company, any of the Shipping PartnersThe Company will then communicate to the B2C Buyer the instructions on how to return the products provided by the Seller who must intervene no later than 14 days from the date of communication of the exercise of the right of withdrawal to the Company.

In case of exercise of the right of withdrawal, the B2C Buyer will be refunded the full amount of the returned products within 14 days from the day on which the Company was informed by the B2C Buyer's decision to exercise the right of withdrawal, without prejudice to the Company's right to suspend the payment of the refund until the actual receipt of the products.

The refund will be made using the same payment method used by the B2C Buyer

14FINAL PROVISIONS

In no case does the failure of the Company to exercise its right to act against defaulting Users of these General Conditions, does not constitute any form of renunciation of the Company's rights, including those to act.

If any provision of these conditions is deemed invalid, null or for any reason inapplicable, this condition will not in any case affect the validity and effectiveness of the other provisions.

15ELECTRONIC COMMUNICATIONS

All communications provided and / or permitted pursuant to these General Conditions will be made electronically, by e-mail or by publishing notices and communications on the Site and / or on the Platform on which the Registered User is registered.

Users expressly acknowledge and accept that the notifications, information and other communications that we provide in electronic form satisfy the requirement of the written form, in accordance with the provisions of the law.

16OUR CONTACTS

Tuscan delicatessen
Registered office: Via Castelfalfi Castello 57, Montaione 50050 Florence (Italy)
P.IVA06694310480

17APPLICABLE LAW AND COMPETENT COURT

These General Conditions are regulated and must be interpreted according to Italian law.

Except in the case in which the legislation provided for by the D is applicableDecree206/2005, in the event of disputes relating to the interpretation and application or violation of these General Conditions, the relative disputes will be referred to the Court of Florence where the Company has its registered office.

Pursuant to and for the purposes of articles1341 and 1342 et seqcc, the User declares to have read and understood and therefore expressly approves Articles 2 ( Variations and additions to the General Conditions ), 3.3 ( The Credentials of Registered Users ), 3.4 ( Account Limits ), 4 ( Reviews, comments and other content provided by the User ), 5 ( Conditions of use of the Site and Platforms ), 5.2 (Seller's Obligations), 5.3 ( Seller's Declarations and Guarantees ), 6 ( Intellectual Property ), 8 ( Limitation of liability ), 9 ( Indemnity ), 10 (Confidentiality), 11 ( Duration and termination ), 11.2 ( Suspension or Cancellation of the account by the Company), 13 ( Electronic communications ) and 17 ( Applicable law and competent court ).



[1] For the sake of clarity, it should be noted that "sale price published on the Salumeria Toscana platform" means the final sale price, including the applicable transaction costs, including the management fee due to the Company.