1.1 The Terms and Conditions of Sale apply to all sales carried out by TOD’S SPA on the Store.

1.2 The Terms and Conditions of Sale may be amended at any time. Any amendments and/or new conditions shall come into force starting from their publication on the Store, in the "Terms and Conditions of Sale" section. Users are therefore invited to visit the Store on a regular basis and, prior to any purchase, to read the most recent version of the Terms and Conditions of Sale.

1.3 The applicable Terms and Conditions of Sale are those in force at the date on which a purchase order is placed.

1.4 These Terms and Conditions of Sale do not regulate the sale of products and/or the supply of services by parties other than TOD’S SPA, which are available on the Store through links, banners or hyperlinks. Before engaging in commercial transactions with these parties, the user shall check their conditions of sale. TOD’S SPA is not liable for the supply of services and/or the sale of products by these parties. TOD’S SPA does not carry out any checks on and/or monitoring of the websites that can be reached through these links. TOD’S SPA therefore takes no responsibility for the contents of these sites or for any possible mistakes and/or omissions and/or legal violations by the said websites.

1.5 The user shall carefully read these Terms and Conditions of Sale, made available by TOD’S SPA in the "Terms and Conditions of Sale" section of the Store and which can be stored and reproduced, as well as other information that TOD’S SPA provides in the Store, both before and during the purchase procedure. 1.6 The Terms and Conditions of Sale are applicable in Canada which is associated with a specific section of the Store ("Country").

1.7 The Store allows each user to surf the Store and, upon registration, to make purchases in any "Country", regardless of the country where the user is located when visiting the Store.

1.8 When the user logs in the Store, the Store recognises, through the IP address, the country from where the user is logging in.

1.9 The Country selected for surfing is therefore the one associated with the country from where the user is logging in the Store (hereinafter the "Browsing Country").

1.10 Any change in the Browsing Country, made after the beginning of the purchase procedure - which coincides with the moment in which the user, in order to put a product in the shopping bag, clicks on "Buy" - is allowed, but determines the interruption of the purchase procedure, the emptying of the shopping bag and the re-directing of the user to the home page of the chosen "Country".

2.1 The purchase of Products on the Store is allowed only to those individuals that:

i. are at least the age of majority in the province or territory where they are located when they make a purchase on the Site ;

ii. act in their capacity as consumers, defined as natural persons who, with regard to the purchase of Products, act for purposes unrelated to any business, commercial, professional or craft activities that they may have;

iii. are registered on the Store in accordance with Article 3 here below.

2.2 The user is allowed to purchase more than one Product within the same order ("Multiple Order"). However, it is not possible to buy more than five items of the same Product in one order. . Resellers, wholesalers or all those persons who intend to purchase the Products for the purpose of resale are not entitled to make purchases on the Site. It is therefore forbidden to these parties and all those persons who are not consumers to register on the Site or make purchases on the Site. Individuals mentioned in Article 10.11 are also forbidden to purchase on the Site.

2.3 Should any violations of the above provisions occur or any irregularities in relation to the quantity of products purchased or the frequency of purchases made be noted, TOD’S SPA reserves the right to undertake all actions required to ensure that such violations or irregularities cease immediately, including the non-acceptance or cancellation of irregular orders or, upon joint resolution with Tod's S.p.A., the suspension of the access to the Store or the cancellation of the registration.

2.4 Lastly, TOD’S SPA reserves the right to refuse or cancel orders (by terminating the purchase contract) placed by:

i. a user with whom the company has any on-going legal dispute;

ii. a user who has previously violated the conditions and/or terms of the purchase contract with TOD’S SPA;

iii. a user who has been involved in fraud of any type and, in particular, in fraud related to credit card payments;

iv. users who have provided false, incomplete or inaccurate identification data, or users who have not promptly sent to TOD’S SPA the information and/or the documents requested in relation to the procedure set forth by Article 9.7 below or who have sent not valid documents.

3.1 The purchase of Products on the Store may only take place upon registration within the Store.

3.2 Registration within the Store is free. To register within the Store, the user must fill out the registration form, entering their name, surname, title, an e-mail address and a password and then clicking on "Register". Confirmation of registration will be sent to the user by e-mail.

3.3 The Country in which the user is surfing at the time of registration within the Store is hereinafter referred to as the “Registration Country”. The Registration Country cannot be modified. Each user may only register once on the Store.

3.4 The registration within the Store, by opening a personal account called "My Account", enables the user to:

i. save their own addresses;

ii. save their payment details so they can be re-used for payment in subsequent purchases;

iii. have access to all the information regarding orders and returns;

iv. monitor the state of the delivery;

v. manage their own personal data and update it at any time.

3.5 The registration credentials (e-mail address and password) enable the user to make purchases on the Site and, if the user chooses to pay with credit card (except for Maestro) and enables the "One click buy" payment option, to pay directly for purchases made on the Site, without entering credit card data for each subsequent purchase.

In any case, the registration credentials should be preserved with extreme care and attention, can only be used by the user and cannot be transferred to third parties. The user hereby undertakes to keep them secret and to ensure that no third party gains access to them. The user also undertakes to inform TOD’S SPA immediately if they suspect or become aware of any illegal use or disclosure of the said data. 3.6 The user hereby represents and warrants that the personal data provided during the registration procedure for the Store is complete and truthful and undertakes to indemnify and hold harmless TOD’S SPA and Tod's S.p.A. from and against any losses, damages and/or liabilities deriving from and/or in any way connected to the violation by the user of the provisions concerning registration within the site or the storage, preservation or security of registration credentials.

3.7 Registration within the Store implies acceptance of these Terms and Conditions of Sale.

4.1. TOD’S SPA hereby informs the user that:

i. the order form in electronic format that the user will fill out and send to TOD’S SPA electronically, following the instructions that will appear from time to time on the Website, will be considered as an irrevocable proposal to conclude a sale and purchase agreement addressed to TOD’S SPA for the products indicated in the abovementioned order form;

ii. the agreement is concluded exclusively when TOD’S SPA will send the shipment confirmation email to the user (“Shipment Confirmation Email”);

iii. before submitting the order form, the user will be able to identify and correct any errors in the inserted data, by following the instructions on the Website;

iv. once the order form has been submitted and upon confirmation of the validity of the payment method used, except for what is specified in Article 9.3 and following subparagraphs, TOD’S SPA will send the user, at the provided e-mail address, an order confirmation (“Receipt Order Email”) containing the following: a summary of the General Terms and Conditions of Sale, as well as any particular conditions applicable to the agreement, information regarding the main features of the purchased product (including information regarding the customisation options selected by the customer, in case of a Custom Made Product purchase – see Article 5 below), a detailed indication of the price, the form of payment used, the delivery expenses and any additional expenses, as well as information about the right of withdrawal or its non-actionability; the Receipt Order does not constitute acceptance of the sale proposal and only confirms the receipt of the order and that the pertaining data and the availability of the Products are being verified.

v. the order form will be filed in the database of TOD’S SPA for the time required for the completion of the agreement and, in any case, according to the procedures and time limits set forth by law. To gain access to their order form, the user must access the “My Account - my orders” section of the Website.

4.2. The languages available to users for the purpose of entering into the agreement are French and English. Customer Services are able to communicate with users in the sames languages.

5.1. The Products offered in the Store are articles of clothing and accessories (such as, merely by way of example, shoes, small leather goods, bags, glasses, beauty and care accessories, perfumes and watches) of the brand TOD'S contained in the electronic catalogue published on the Store at the time when the user places the order.

5.2. Product availability is constantly monitored and updated. Nevertheless, since the Store may be visited simultaneously by various users, it is possible that more than one user purchases the same product at the same time. In these cases, the Product may appear as available for a short time, even though it is not immediately available.

5.3 Should the Product prove unavailable for the aforementioned reasons or in other cases of unexpected unavailability of the Product (any such unavailable Product, “Unavailable Product”), without prejudice to any other legal rights of the user, TOD’S SPA will immediately inform the user by e-mail. The user will therefore be entitled to terminate the purchase contract.

Alternatively and without prejudice to this right, the user might accept one of the following TOD’S SPA options (the “User Options”):

i. should the Product become available again: an extension of the terms of delivery, with indications, on the part of TOD’S SPA, of the new term of delivery of the Product;

ii. should the Product not become available again: the supply of a different Product, of equivalent or higher value, upon prior approval of the user and a new order will be placed. It is specified that, in this case, if the user chose the Real Time Banking Payment (where available) for the initial transaction and the price of the Product requested as a replacement is higher if compared to that of the product originally purchased, the purchase contract regarding the Product originally purchased will be terminated (and, consequently, the order will be cancelled and the Total Sum Due (as defined below) paid will be refunded, as set out in Article 5.4 below); subsequently, a new order, containing the Product requested by the user as a replacement, will be placed.

The user's choice shall be promptly communicated to TOD’S SPA, via e-mail, to the e-mail address indicated Article 14 below.

5.4 If the user avails themselves of the right to terminate the purchase contract whereof in Section 5.3 above, and the payment of the total sum due - given by the price of the Product, the delivery fees, if applicable, and any other additional cost, resulting in the order ("Total Sum Due") - has already been made, TOD’S SPA will refund the Total Sum Due without undue delay and, in any case, within 15 working days starting from the day on which the order has been placed. The user shall be informed of the sum of the refund by e-mail and the sum will be credited to the user with the same form of payment used by the user for the purchase. In case the payment was made by means of bank transfer, TOD’S SPA will request the user to provide their bank account details necessary for the refund. Any delays in crediting the amount may depend on the bank, the type of credit card or the form of payment used. In any case, the value date of the credited sum shall be the same as the charged sum.

5.5 In case of Multiple Order, whether the unexpected unavailability concerns only some of the Products within the Multiple Order (without prejudice to the user's legal rights, and without prejudice to the application of Articles 5.3 and 5.4 above) or all Products within the order, TOD’S SPA will in each case promptly warn the user via e-mail.. The user will therefore be entitled to immediately terminate the purchase contract, limited to Unavailable Products. Again, as an alternative, and without prejudice to this right, the user can accept one of the User Options set out above.

5.6 In case the user avails themselves of the termination right set out in Article 5.5 above, the purchase contract of those Unavailable Products within the Multiple Order will be partially terminated, limited to such Product(s), with resulting refund, in case it has already been paid, of the amount due for the Product(s), and any other possible cost specifically related to the Product(s) ("Partial Sum Due"). The termination of the entire Multiple Order will occur only if the Unavailable Products of the Multiple Order is/are considered ancillary in respect to the other Product(s), that are available. The Partial Sum Due to the user with reference to the Unavailable Products will be refunded without undue delay and, in any case, within 15 working days starting from the day on which the order has been placed. The user shall be informed of the sum of the refund by e-mail and the sum will be credited to the user with the same form of payment used by the user for the purchase. In case the payment was made by means of bank transfer, TOD’S SPA will request the user to provide their bank account details necessary for the refund. Any delays in crediting the amount may depend on the bank, the type of credit card or the form of payment used. In any case, the value date of the credited sum shall be the same as the charged sum.

Pre-Order Products

5.7 Without prejudice to what expressed in Articles 5.2, 5.3, 5.5 and 5.6 above, TOD’S SPA reserves its right to offer the user the opportunity to purchase in advance Products belonging to new collections before they are even manufactured. The Products which can be purchased before their own manufacture will be listed in a dedicated section on the Site and/or will be identified with the "Pre-order" caption ("Pre-order Products"). The date the Pre-order Products will be available will be identified in the Product Sheet (defined in Article 6 below) of each Pre-order Product, as well as during the whole purchase procedure, and, in any case, before the user is bound to the purchase contract of the Pre-order Product. Pre-order Products can be purchased and paid by the user through the same payment methods specified in the Terms and Conditions of Sale, except Real Time Banking Payment, which will not be available for the purchase of Pre-Order Products.

Once the purchase contract is entered into, the user will receive an order confirmation e-mail, but specifically referred to Pre-order Products; this e-mail will be different from the one concerning Products, other than Pre-order Products, which might be purchased by the user together with Pre-order Products and/or Back-order Products.

The effective charge of the Total Sum Due for the Pre-order Products will take place only once the Pre-order Product is shipped. If the payment is made with credit card or PayPal, the user will be charged no amount before said date, but TOD’S SPA will merely check the validity of the card and the absence of possible blocks, as specified in Article 9.2 hereafter.

Those who purchase a Pre-order Product will be notified via e-mail of the supervening availability of the Pre-Order Product(s) ("Supervening Availability Confirmation E-mail"). Unless otherwise specified in the Product Sheet and/or during the purchase process, all Pre-order Product(s) will therefore be delivered within 4-7 working days of receipt of the Supervening Availability Confirmation E-mail if the user has selected the standard delivery option or within 2-4 working days of receipt of the Supervening Availability Confirmation E-mail if the user has selected the express delivery option.

Back-order Products

5.8 Without prejudice to what expressed in Articles 5.2, 5.3 and 5,4 above, TOD’S SPA reserves its right to offer the user the opportunity to purchase Products which, even if not currently available in the electronic catalogue of the Site (because momentarily out of stock, for instance), can be selected by the user to be purchased. These Products will be listed in a dedicated section on the Site and/or will be identified with the "Back-order" caption ("Back-order Products"). The date the Back-order Products will be available will be identified in the Product Sheet of each Back-order Product, as well as during the whole purchase process and, in any case before the user is bound to the purchase contract of the Back-order Product. Once the purchase contract is entered into, the user will receive an order confirmation e-mail, specifically referred to Back-order Products: this e-mail will be different from the one concerning Products which are not Back-order Products, but which might be purchased by the user together with Back-order Products and/or Pre-order Products.

Back-order Products can be purchased and paid by the user through the same payment methods specified in the Terms and Conditions of Sale, except for Real Time Banking Payment, which is not available for the purchase of Back-Order Products; the effective charge of the Total Sum Due for Back-order Products will take place as specified in the second paragraph of Article 5.7 above.

Those who purchase a back-order Product will be notified via e-mail of the supervened availability of the Back-Order Product(s) ("Supervening Availability Confirmation E-mail"). Unless otherwise specified in the Product Sheet and/or during the purchase process, all Back-order Product(s) will therefore be delivered within 4-7 working days since receipt of the Supervening Availability Confirmation E-mail if the user has selected the standard delivery option; within 2-4 working days since receipt of the Supervening Availability Confirmation E-mail if the user has selected the express delivery option. Custom Made Products

5.9 TOD’S SPA reserves its right to offer the user the opportunity to purchase Custom Made Products: namely products that, starting with a base model, the user can personalize with the options available from time to time ("Custom Made Products"). Custom Made Products will be listed in a dedicated section of the Store and/or will be identified with the "Custom Made" caption. The date the Custom Made Product will be available will be identified in the Product Sheet of each Custom Made Product, as well as during the whole purchase procedure, and, in any case, before the user is bound to the purchase contract of the Custom Made Product. Custom Made Products can be purchased and paid by the user through the same payment methods specified in the Terms and Conditions of Sale, except Real Time Banking Payment, which will not be available for the payment of Custom Made Products. Once the purchase contract is entered into, the user will receive an order confirmation e-mail, specifically referred to Custom Made Products; this e-mail will be different from the one concerning Products which are not Custom Made Products, but which might be purchased by the user together with Custom Made Products. The effective charge of the Total Sum Due for the Custom Made Products will take place only once the Custom Made Product is shipped.

If the payment is made with credit card or PayPal, the user will be charged no amount before said date, but TOD’S SPA will merely check the validity of the card and the absence of possible blocks, as specified in Article 9.2 below. Those who purchase a Custom Made Product will be notified via e-mail of the supervening availability of the Custom Made Product(s) ("Supervening Availability Confirmation E-mail"). Unless otherwise specified in the Product Sheet and/or during the purchase process, all Custom Made Product(s) will therefore be delivered within 4-7 working days of receipt of the Supervening Availability Confirmation E-mail if the user has selected the standard delivery option or within 2-4 working days of receipt of the Supervening Availability Confirmation E-mail if the user has selected the express delivery option. Users are reminded that for Custom Made Products the right of withdrawal (Article 11 below) shall not apply.

Each Product is accompanied by a product information sheet which illustrates its main features ("Product Sheet"). The images and descriptions on the Store reproduce the features of the Products as faithfully as possible. However, the colours of the Products may differ from the actual ones due to the settings of the computer systems or the computers used by users to visualize them. Moreover, the images of the Product in the Product Sheet may differ in dimension or in relation to accessory products. These images must therefore be understood as approximate only. For the purposes of the purchase contract, the description of the Product in the order form transmitted by the user shall be considered valid.

7.1 All the prices of the Products published on the Store are expressed in Cad.

7.2 Users are hereby informed that, due to various factors, including the business policy of the owners of the brands, the price of the Products offered for sale on the Store may differ according to the different Countries.

7.3 TOD’S SPA hereby reserves the right to change the price of Products at any time, without prior notice, it being understood that the price charged to the user shall be the one indicated on the Store at the time of placing the order and will not take account of any variations (either increases or decreases) subsequent to the transmission of the said order.

7.4 If a Product is offered on the Store at a discounted price, the Product Sheet shall indicate (i) the full price with respect to which the discount has been calculated and (ii) to what this full price corresponds. It will be understood that the offer of Products at discounted prices shall only take place if the full price of the Product corresponds to the actual market price of the Product.

7.5 All amounts payable to TOD’S SPA by the user are exclusive of all sales, use and value added taxes and all customs duties and charges. TOD’S SPA shall not collect any amounts as or on account of any Canadian sales, use or value added taxes relating to the sale made by TOD’S SPA to the user, including for greater certainty, any amounts of tax exigible pursuant to Division II of Part IX of the Excise Tax Act (Canada).

TOD’S SPA shall be entitled to charge the user with a service fee to assist with the recovery of duties and other taxes payable by TOD’S SPA in respect of its import of the Products, but such fee shall not be construed as a collection of tax from the user. The user shall remain solely liable to pay any sales, use or value added tax exigible in respect of the user’s acquisition and/or use of the Property in Canada.

8.1 The Products shall remain the property of TOD’S SPA until the payment of the Total Sum Due by the user is made. If the Total Sum Due is not paid (including if payment is not confirmed), the purchase contract shall terminate and the order cancelled, without prejudice to Article 9.3. The user shall be informed by e-mail of the purchase contract termination and of the cancellation of the order.

8.2 TOD’S SPA will deliver the Products only after receiving the confirmation of the successful payment of the Total Sum Due by the user. Any risk of loss or damage of the Product(s) which cannot be attributed to TOD’S SPA, will be the responsibility of the user, as of the point that this user (or a third party designated by the user, other than the carrier), comes into possession of each Product.

9.1 The payment of the Products purchased on the Site can be made:

· by credit card; the credit cards accepted by TOD’S SPA are specified in the footer, on the bottom right of every page of the Site;

· by PayPal.

If one of the payment methods listed above cannot be used, even in regard to a specific Product, this will be explicitly specified on the Site, at the latest at the beginning of the purchase procedure. In any case, the payment methods which are not available will not be selectable during the purchase process.

Moreover, if the user cannot complete the payment with one of the methods listed above, TOD’S SPA reserves the right to accept payments via European Bank Transfer, as specified in Article 9.3 and related paragraphs.

9.2 In the case of payment by credit card, TOD’S SPA, at the time of order placement, will not charge the Total Sum Due but will merely check the validity of the card and the absence of possible blocks. The charge of the Total Sum Due will only be made at the time of shipping. It is hereby notified that the validity of the card and the absence of blocks are confirmed by a request for authorization of 1 Euro or 1 unit of local currency, which is refunded very promptly and which therefore does not constitute an additional cost to be borne by the user.

9.2.1 In case of payment by credit card (except for Maestro) or by PayPal, by selecting the "Save these purchasing details for future use" box in the "Details of Purchase" page of the purchase procedure, the user hereby authorizes the memorization of the inserted payment option details and their re-use for the payment of subsequent purchases on the Site, thus avoiding the need to insert such data at each purchase ("One click buy"). The user may, at any time, revoke authorization of the re-use of the payment option details for subsequent purchases, by accessing their personal account and clicking on "Remove" in the section "Manage your payment details".

TOD’S SPA uses the safe payment service of the company Global Collect Services (Ingenico Payments), which involves the use of the SSL protocol. The reserved data of the credit card (card number, start date, expiry date, security code), or of the PayPal account (email address and password) are encrypted and transmitted directly to the payment handler without passing through the servers of TOD’S SPA. TOD’S SPA therefore does not have access to the data used by the user for payment of the Products, not even in the case that the user chooses the "One click buy" payment method, except for the case set forth in Article 9.7, with only reference to the card holder's data.

9.3 If the user cannot complete the payment of the order with any of the payment methods listed in Art. 9.1 above (for example: negative feedback during the verification of the credit card validity and/or absence of blocks; lack of funding on bank account the credit card is tied to; reaching of the maximum expense cap, etc.) and in case TOD’S SPA decides not to terminate the purchase contract pursuant to and in accordance with Section 1456 of the Italian Civil Code, the user's order will be suspended and the Customer Service will contact the user to offer them a European Bank Transfer payment as an alternative.

9.3.1 In case the user accepts to pay via bank transfer, the Customer Service will send them an e-mail including the bank account details for the bank transfer.

9.3.2 The payment of Products via bank transfer should be made within and no later than four working days of receipt of the e-mail whereof in Article 9.3.1. Failure to comply will cause the automatic termination of the purchase contract pursuant to and in accordance with Section 1456 of the Italian Civil Code. The termination of the purchase contract, of which the user will be notified vie e-mail, will imply the cancellation of the order and the refund of the Total Sum Due, possibly paid with delay. Article 5.4. above is applicable, as the case may be.

9.3.3 In case of payment via bank transfer, the delivery term of the Product(s) will be effective starting from the bank transfer receipt date on the part of TOD’S SPA or from the receipt date of the bank transfer receipt on the part of TOD’S SPA, depending on which of these two cases happens first. To facilitate the connection between bank transfer payment and the order, the user is required to specify: · Order number;

· Date of transmission of the order;

· First and Last name of the order's holder in case it differs from the bank account holder's name. It is advisable for users to promptly send to TOD’S SPA, via e-mail, the receipt of successfully completed bank transfer.

9.3.4 The information whereof in Articles 9.3.1, 9.3.2 and 9.3.3 will be included: (i) in the order confirmation e-mail, if it has not already been sent to the user, or (ii) in a dedicated e-mail, in case the order confirmation e-mail has already been sent to the user.

9.4 If the user wishes to pay with iDEAL Real Time Banking Payment, after selecting iDEAL payment option, the user will be displayed a box containing the list of bank companies supporting iDEAL payment service; the user will then be able to select the bank company of their choice, and will subsequently be redirected to a dedicated page of such bank, in order to fill in the form with their bank account details (account number and credit card number) and complete the payment.

If the user wishes to pay with SOFORT Real Time Banking Payment, after selecting SOFORT payment option, the user will be redirected to a dedicated page hosted by SOFORT, and will be able to complete the payment after selecting the bank of their choice, their User ID, PIN number, account number, transaction confirmation code, and any other data the system will require, depending on the bank the user selected in the first place.

In both Real Time Banking Payment options described above, payment shall be completed immediately. Home banking access data are encrypted and transmitted directly to the payment handler without passing through the servers of TOD’S SPA. TOD’S SPA therefore does not have access to nor memorizes such data. The Total Sum Due will be charged on the bank account selected by the user, at the same time of the conclusion of the purchase contract. Unless otherwise specified and/or agreed upon with the user, in the case the purchase contract is terminated or in any other case of refunding, for any reason, the amount of the refund due to the user ("Refund Amount") shall be credited to the same account originally used for the payment of the purchase. The term for crediting the sum to this account depend exclusively on the company providing the service and/or the bank system. Once the credit order has been arranged in favour of the said account, TOD’S SPA shall not be deemed liable for any delays or omissions in the crediting of the refund to the User. For any such problems, the user shall directly contact the company providing the service.

9.5 In case of PayPal payment, the user will be redirected to the website www.paypal.com where they shall make the payment for the Products on the basis of the prescribed procedure regulated by PayPal and the terms and conditions of the purchase contract agreed between the user and PayPal. The data inserted on the PayPal website will be processed directly by PayPal and will not be sent to or shared with TOD’S SPA.

TOD’S SPA is therefore unable to know, or memorize in any way, the credit card details linked to the user's PayPal account, or the details of any other form of payment linked to the said account. 9.6 If payment is made through PayPal, the Total Sum Due will be charged by PayPal to the user's account at the same time as the conclusion of the purchase contract. In the case the purchase contract is terminated or in any other case of refunding, for any reason, the amount of the refund due to the user ("Refund Amount") shall be credited to the user's PayPal account. The term for crediting the sum on the payment tool linked to this account depend exclusively on PayPal and the bank system. Once the credit order has been arranged in favour of the said account, TOD’S SPA shall not be deemed liable for any delays or omissions in the crediting of the refund to the User. For any such problems, the user shall directly contact PayPal directly.

9.7 In order to guarantee the security of payments made on the Site and to prevent any fraud, TOD’S SPA hereby reserves the right to request the user, by e-mail, to send, using the same procedure, a copy (front and back) of their currently valid ID card, and, in case the order's holder is different from the credit card's / PayPal account holder, the ID card of the latter; TOD’S SPA may also ask, as an alternative or as an extension to what detailed above, the authorization code for the transaction related to the Order placed by the user.

The e-mailed request will specify the term by which the document shall be sent to TOD’S SPA. This term will not, in any case, be more than 5 working days starting from receipt of the request by the user. While waiting for the requested information / document, the order shall be suspended. The user is required to send the information / document requested within the indicated term. If TOD’S SPA does not receive such information / documents within the term indicated in the e-mailed request or receives expired or not valid documents, the purchase contract shall be considered legally terminated pursuant to and in accordance with Section 1456 of the Italian Civil Code and the order shall be subsequently cancelled, without prejudice to the right of TOD’S SPA to claim damages that TOD’S SPA may incur due to the non-compliance of the user. The purchase contract, termination of which the user shall be informed by e-mail, within and no later than 5 working days from the expiry of the term for sending the information / documents requested by TOD’S SPA, shall lead to the cancellation of the order and the refund of the Total Sum Due which may already have been paid by the user, with the application of the refund methods specified in Article 5.4, if compatible. If TOD’S SPA receives valid information / documentation within the indicated term, the terms of delivery applicable to the Product shall start from the date of receipt of the said information / documentation.

9.8 In any case the invoice shall be issued at the moment of delivery and shall be sent via e-mail to the user, to the user's registered e-mail address.

10.1 Delivery of the Products purchased on the Site is carried out in the Country only, at the delivery address indicated by the user in the order form ("Country of Purchase").

10.2 The user is therefore obliged to insert in the order form a delivery address which is located within the territory of the Country of Purchase. Orders that contain the indication of a delivery address outside such territory shall be cancelled by terminating the purchase contract and the Total Sum Due shall be refunded, if already paid, using the procedures and within the terms indicated in the previous Article 5.4, if applicable.

10.3 Delivery cannot be made to P.O. Boxes or general delivery/poste restante. If the delivery address is one of the above mentioned places, TOD’S SPA shall terminate the purchase contract de and refund the Total Sum Due, if already paid, using the procedures and within the terms indicated in the previous Article 5.4.

10.4 The expenses for delivery of the Products, which may vary according to the delivery procedure chosen by the user, and any other possible cost, will be borne by the user, except where otherwise stated in the Product Sheet or as set out below. The amount of the expenses shall be expressly and separately indicated (in Cad ) in the Product Sheet and, in any case, before the user proceeds with the placement of the order, as well as in the e-mail confirming the order.

In case it is necessary to refund the delivery expenses due to:

(a) a user’s withdrawal from a Multiple Order as specified in Article 11 below, TOD’S SPA will proceed in refunding the cost of said expenses only if the user intends to withdraw the entire Multiple Order; in such case, the cost of the delivery expenses will be fully refunded. Otherwise, the refund will not take place, given to the fact that the delivery fees incurred by the user (which TOD’S SPA always considers as a fixed amount, regardless the number of ordered Products) are attributable to the delivery of other Products, other than those the user has withdrawn, part of the Multiple Order; and (b) (x) the existence of Unavailable Products in the Multiple Order, as regulated in Articles 5.5 and 5.6, or, (y) a failure of TOD’S SPA to deliver the purchased Products within the applicable delivery times set out herein, TOD’S SPA will proceed in refunding the cost of the delivery expenses in the following fashion:

(i) if the user has selected the standard delivery option, by either

A. crediting the user with the amount of 3,00 euros for each Unavailable Product/Product subject to TOD’S SPA's non-fulfilment, or

B. optionally, upon the user request, granting the user a coupon (which can be used on the Store via a promo code) equal to the same amount paid by the user for the delivery expenses;

(ii) if the user has selected the express delivery option, by either:

A. crediting the user the amount of 5,00 euros for each Unavailable Product/Product subject to TOD’S SPA's non-fulfilment, or

B. optionally, upon the user request, granting the user acoupon (which can be used on the Store via a promo code) equal to the same amount paid by the user for the delivery expenses.

In none of these cases shall the refundable delivery amounts exceed the sum effectively paid by the user for the delivery of the Products. The user's choice - between the two refund options in Article 10.4 (i)A. or B. or Article 10.4 (ii)A. or B. as applicable - shall be promptly notified to TOD’S SPA via e-mail at the e-mail address specified in Article 14 below. If the case user has chosen for the crediting of the amount as specified in Article 10.4 (i)A. or Article 10.4 (ii)A, it shall be credited to the user using the same method of payment used by the user for the purchase. In case of payment via bank transfer, TOD’S SPA will request the user his/her bank account details necessary to the refund. Any delays may depend on the bank or the type of credit card used or the payment method used. In any case the value date of the re-credited sum shall be the same as the charged sum.

10.5 The terms of delivery are those indicated in the Product Sheet, before the user places the order, and in the e-mail confirming the order. They are effective from the moment the order is placed, subject to Article 9.3.3. In the case of omission of a term of delivery, this will take place, in any case, within thirty days, effective from the day the purchase contract is concluded. The delivery terms are calculated considering only working days and excluding Saturdays, Sundays and holidays.

10.6 At the time of shipping (i.e. as of the time the Products are provided to the carrier), the user shall be sent an e-mail confirming the delivery and containing a link that will allow the user to track the delivery.

10.7 Deliveries shall be made using the UPS courier service, from Mondays to Fridays in normal office hours, excluding national holidays. TOD’S SPA hereby reserves the right to use other carriers and/or to use different forms of delivery. In this case the change shall be indicated in the Product Sheet or with another dedicated form of communication.

10.8 The obligation to deliver is fulfilled through the transfer of possession of the Product(s) to the user.

10.9 It is the responsibility of the user to check the conditions of the Product upon delivery, provided that, any risk of loss or damage of the Product(s) which cannot be attributed to TOD’S SPA, will be the responsibility of the user, as of the point that that this user (or a third party designated by the user, other than the carrier), comes into possession of each Product.. The user is strongly advised to check the state of the packaging and the number of Products received and the user is requested, where possible, to indicate any anomalies in the transport document of the carrier. If the package displays signs of tampering or alteration, the user should immediately communicate this to the Customer Service department in accordance with Article 14.

10.10 The user acknowledges and agrees that collection of the Product is the specific obligation of the user under this purchase contract. In the case of non-delivery due to the absence of the consignee at the address specified in the order form, the courier shall leave a notice containing a contact number. The courier shall therefore make a second attempt to deliver the goods. After two failed attempts to deliver the product, the parcel shall be placed in the "unclaimed goods" section at the courier offices. The Customer Service department shall therefore send an e-mail to the user in order to unblock the unclaimed parcel and ensure that the parcel is delivered as soon as possible. If necessary, the Customer Service department shall arrange with the User a change in the delivery address. If this attempt should fail or the user does not reply to the Customer Service department's attempt to make contact, the Product shall be returned to TOD’S SPA and, in any case, 30 working days after the first attempt of delivery, the purchase contract shall be terminated and the purchase order \ cancelled.. TOD’S SPA shall therefore proceed, within 15 working days following the termination of the purchase contract, to refund the Total Sum Due paid by the user, deducting the expenses for the unsuccessful delivery of the Product, the expenses for returning the product to TOD’S SPA and any other expenses it may have incurred due to the absence of the consignee. The user shall be informed of the termination of the purchase contract, the cancellation of the order and the sum of the refund by e-mail. The refund shall be credited to the same means of payment used by the user for the purchase. If the user has paid via bank transfer, TOD’S SPA will request the user to provide their bank account details necessary for the refund. Any delays in crediting the amount may depend on the bank, the type of credit card or the payment method used. In any case, the value date of the credited sum shall be the same as the charged sum.

If, before the expiry of the thirty days the user asks to receive the Product again, TOD’S SPA shall proceed to arrange for the new delivery upon the charge to the user of the expenses for delivery, the expenses for the return of the Product to TOD’S SPA, and the expenses for storage.

10.11 Anyone who has not collected the parcel on more than two occasions cannot make purchases on the Store. If these parties should make orders which violate this provision, the purchase contract can be considered terminated. The user shall be informed of the termination of the purchase contract by e-mail and the Total Sum Due shall be returned to the user using the procedures and terms in accordance with the above Article 10.10.

11.1 Users that are consumers are entitled to withdraw from the sale of goods agreement, without having to provide any reasons therefor and without incurring costs, within 14 (fourteen) calendar days. The withdrawal period (“Withdrawal Period”) expires after 14 days:

a) in the case of an order relating to only one Product, from the day on which the user or a third party, other than the carrier, designated by the user gain possession of the Product; or

b) in the case of a Multiple Order with separate deliveries, from the day on which the user or a third party, other than the carrier, designated by the user gain possession of the last Product to be delivered.

11.2 To exercise the right of withdrawal, the user shall notify TOD’S SPA of his or her decision to withdraw before the expiry of the Withdrawal Period.

11.3 For this purpose the user, before the expiry of the Withdrawal Period, may access the specific section of the Site https://www.tods.com/slnk/customer-care/withdrawal.html, inserting the order number and following the instructions provided therein (“Online Return”).

11.4 Following the exercise of the right of withdrawal through the Online Return, the user must return the Products to TOD’S SPA without undue delay and in any case no later than 14 (fourteen) calendar days from the date on which the Online Return was finalised; the Product is considered to be returned when it is delivered within the aforesaid term to the courier chosen by TOD’S SPA (“Return Term”). To carry out the return following the Online Return, the user must follow the procedure detailed in Article 11.5 below, as well as in the instructions made available to the user both on the Site, before entering into the contract, and attached to the order confirmation e-mail (“Standard Withdrawal Instructions”).

11.5 In the case of an Online Return, by the Return Term: (i) the user wishing to return the Product from the same Country in which the Product was delivered to him/her, as recorded in the Receipt Order E-mail (for example, if the user – regardless of his or her nationality, place of residence or establishment – has requested that the Product be delivered to him or her in Italy, the prepaid return procedure referred to in this paragraph may only be used if the place of collection of the Product subject to the withdrawal is in Italy), shall return it (suitably protected and packaged) via the courier provided by TOD’S SPA, attaching on the packaging of the Product to be returned the label that he or she has printed (“Courier Label”).

The user may contact the courier, whose contact details are indicated on the Site as well as in the return confirmation e-mail, for the purpose of agreeing on the date and place of the package’s collection. In this case, the user will not pay the costs of returning the Product, which will be borne by TOD’S SPA, and will not bear the risk of loss or damage to the Product during shipment (“Prepaid Return”); (ii) the user, who intends to return the Product from a Country other than the one in which the delivery took place (as recorded in the Order Confirmation E-mail), shall contact, by using the contact details indicated in Article 14 below, the Customer Service, which will provide him or her with all useful information.

12.1 The products sold on the Store may, according to their nature, be covered by a conventional warranty issued by the manufacturer (hereinafter referred to as the "Conventional Warranty"). The user can only assert their right to the warranty with the manufacturer. The duration, extension (including geographic extension), conditions and procedures, the types of damage/defects covered and the restrictions of the Conventional Warranty depend on the manufacturer and are indicated in the so-called warranty certificate contained in the product packaging.

The Conventional Warranty has a voluntary nature and does not add to, replace, restrict, prejudice or exclude the Legal Warranty.

13.1 Not applicable to the residents of Quebec to which the Quebec Consumer Protection Act applied: the purchase agreement completed on the Store is subject to Italian governing law.

13.2 An exception regards users whose normal residence is not in Italy for whom the more favourable and binding laws of the Country in which they have their normal residence apply. In particular, with regards to the term for exercising the right of withdrawal, the term for the return of the Products (if this right is exercised), the forms and procedures of communicating the right and the Legal Warranty of Conformity.

13.3 For all disputes arising from the application, execution and interpretation of the Terms and Conditions of Sale, the competent court is the applicable court of the place where the user lives or has chosen to reside.

14.1 You can request information, send notifications, ask for assistance or submit complaints by contacting TOD’S SPA Customer Service ("Customer Service") in the following ways:

· By e-mail, writing to contact-tods-ca@todsgroup.com or filling in and sending the contact request form available in the "Contact Us" section of the Store;

· By phone, calling (+1) 8886177717 (Mon-Fri 9am-6pm EST) Weekends and Bank Holidays excluded

· By selecting the "Book a Call Back" option, clicking on the dedicated button in the Product Sheet, "Contact" section

· By selecting the "Request Call Back Now" option available in the "Contact Us" section of the Store, which can be activated by entering your phone number, in addition to the other required fields, in the contact request form;

· Via Chat service, by clicking on the dedicated button in the Product Sheet, "Contact" section; · By mail, writing to TOD’S SPA, Via Stendhal 35, 20144 Milan Italy.

TOD’S SPA will deal with complaints via e-mail within five days of receipt of the same.