General Terms and Conditions

1. Object
1. 1.1.
  
  These General Terms and Conditions (GTC) govern the relationship between NERGY.CLUB s.r.l. (hereinafter NC), the Business Partner (hereinafter BP), and the standard members (hereinafter Member). Members place orders exclusively for personal use and expressly do not intend to undertake any type of commercial activity. Should Members recommend the products from the shop www.nergy.club to others, they will be rewarded with bonuses that can be used exclusively for purchases from NC. The payout of bonuses in the form of a commission is only possible for BPs. The activity of "Door-to-door sales representative" (Incaricato alle vendite a domicilio) is expressly excluded. Nergy.Club is not a Network Marketing company!
2. Definition of Business Partner (BP)
1. 2.1.
  
  The BP is also an active member (Member) of NC who operates completely independently and autonomously (without the creation of any relationship of subordination, employment, agency, partnership, or other fixed collaboration with NC, as well as without minimum activity obligations). They may independently promote membership to NC and the products distributed by NC. An agency relationship between BP and NC is expressly excluded, as there is no obligation to promote or distribute products or services on behalf of NC. The BP possesses their own VAT number and will issue a service invoice for the bonuses paid out.
2. 2.2.
  The BP organizes their own promotional activities autonomously and is not subject to the organizational, directive, or disciplinary power of NC.
3. 2.3.
  The BP carries out their activity under their own responsibility, independently managing organization, direction, and risk, and bearing all burdens, costs, and expenses exclusively.
4. 2.4.
  The BP must maintain behavior compliant with public order and refrain from conduct that could damage the image of NC. The BP is expressly prohibited from making statements, even indirect ones, that prejudice the honor and reputation of NC and/or its business.
3. Advertising/Sales Activity for NC Products – Purchase of NC Products
1. 3.1.
  The BP's activity consists of the following:
  - a)
    the purchase and sale as an authorized reseller with volume-based purchase discounts and compliance with the recommended prices to the final customer at the time of delivery. NC undertakes not to accept new BPs within a radius of 15 km or 5,000 inhabitants in the catchment area of the existing BP.
  - b)
    
    the acquisition of customers and members who can purchase NC products directly from NC through the website www.nergy.club, using the referral link, QR code, or discount code assigned to the BP. Acquired customers and members remain assigned to the BP for future purchases as well, provided they make a purchase at least once every 180 days.
2. 3.2.
  The BP orders and receives NC products exclusively and directly from NC. There is no purchase obligation or minimum quantity requirement.
3. 3.3.
  
  The sale price of NC products is always the one indicated and established on the website www.nergy.club at the time of purchase. Bonuses accrue only for completed and fully paid orders; granted bonuses will be reversed in the event of a return, which may also result in a negative bonus balance.
4. 3.4.
  All costs incurred by the Member or the BP for the commercial activity related to the sale or advertising of NC products are exclusively at their own expense
5. 3.5.
  Names, logos, trademarks, and other distinctive signs of NC and its products are the exclusive property of NC. The BP is authorized to use them only to identify and advertise NC products; for any other commercial initiative, the prior written authorization of NC is required.
4. Beginning and Termination of Membership
1. 4.1.
  
  To become a member, it is essential to follow an invitation link from an existing Member, fill out, and send the relative online form. Membership is deemed accepted after confirmation of the email address used for registration and the consequent acceptance of the GTC. To become a BP, the candidate must be an existing active Member and submit an informal but written request to info@nergy.club. In this context, proof of commercial activity must be provided and the VAT number must be indicated. Acceptance as a BP occurs in writing via email following verification of all data provided and according to the unappealable decision of NC.
2. 4.2.
  Membership (including that as a BP) is active until revocation, which must be communicated in writing with three months' notice via PEC (certified email) or registered letter. No specific reason is required, either by members, BPs, or NC.
3. 4.3.
  
  Members are considered active only if a corresponding minimum turnover of at least 1 UV is recorded within defined periods of time (from 11 to a maximum of 99 days). The remaining active days are displayed daily in the members' reserved area on the website www.nergy.club. This ensures that only those who actually purchase the product and for whom personal use can be assumed recommend it.
4. 4.4.
  NC reserves the right to terminate the relationship immediately pursuant to art. 1456 of the Italian Civil Code in the event of violation of points 3.2., 3.5., non-fulfillment of these GTC, damage to the image of NC, false or defamatory statements about NC or its products, or false/misleading indications regarding the revenue-sharing program.
5. 4.5.
  Any member who does not record personal consumption within 180 days loses all rights and duties. This is followed by the complete deletion of all data; the membership cannot therefore be restored, but at most created anew.
6. 4.6.
  The relationship between the parties and the associated membership form part of the assets of both the Member and the BP and can be transferred at any time, provided that the incoming person accepts the general terms and conditions of NC. The same applies in the case of hereditary succession.
5. Bonuses
1. 5.1.
  
  An active member pursuant to point 4.2., or naturally also the BP, is entitled to a bonus of 10% as a Member, or 20% as a BP, on orders generated by customers following the use of a referral-link, an individual QR code, or through the direct entry of the referral number, or placed by customers already assigned to the Member/BP. The basis of calculation is the customer price including VAT in force on the day of the order, regardless of any discount received by the customer. No bonus is received for merchandising, books, gift cards, or event tickets.
2. 5.2.
  
  Furthermore, bonuses will be credited according to the revenue-sharing program for members and BPs. The Revenue Sharing Program presupposes an active status (see point 4.2); the exact calculation is described and established in the Revenue Sharing Program (available online in the download area for members). The current version of the Revenue Sharing Program is deemed known and accepted by the member and the BP; changes will become legally binding 90 days after their communication via email to all Members or their publication in the reserved area on the website https://www.nergy.club.
3. 5.3.
  
  Bonuses due to the active Member or BP are calculated by NC in real-time at midnight of the time zone in force in Rome. Accrued bonuses can be used immediately for purchases on the website www.nergy.club (while logged in as a Member!). Only BPs also have the option to request the payout of accrued bonuses as a commission upon reaching a confirmed balance of € 100.00 or higher. Bonuses are always understood to include VAT. Payment takes place on the working day following receipt of the electronic invoice to the bank details communicated by the BP. No commissions are paid to standard Members!
4. 5.4.
  An active Member can request admission as a BP at any time. The requirements are the possession of a commercial activity or a VAT number and verified suitability. NC is not obliged to accept the request.
6. Further Obligations of the BP and Penalty Clause
1. 6.1.
  In exercising the activity of BP, they must refrain from any behavior or statement that could induce third parties to assume, even implicitly, that they are an employee or act in the name and on behalf of NC.
2. 6.2.
  
  Statements by the BP about NC and its products must comply with NC's specifications, in particular with the information on the website www.nergy.club, on product labels, or in other documentation provided by NC. It is forbidden to attribute therapeutic or curative effects to NC products unless supported by specific studies. For dietary supplements, there is a general prohibition against associating them with any curative and/or therapeutic effect.
3. 6.3.
  The BP cannot make changes to the products or their packaging, either directly or through third parties.
4. 6.4.
  
  For advertising and promotion/sale, the BP uses exclusively the information and materials provided by NC and, for online activities, only the internet shop created by NC and made available through the referral-link on www.nergy.club. It is forbidden to refer to NC or its products, or to use names, logos, trademarks, or other distinctive signs of NC or intellectual property rights of NC in advertising materials or websites created by the BP.
7. Final Provisions/Amendments
1. 7.1.
  For all disputes concerning the interpretation, execution, or termination of these GTC or deriving from them in any other way, the Court of Bolzano shall have exclusive jurisdiction, with the application of Italian law.
2. 7.2.
  These GTC completely replace the previous ones.
3. 7.3.
  The revenue-sharing program (Revenue Sharing Program), the privacy policy regarding the processing of personal data of NC, and all other documents mentioned in these GTC constitute an integral and essential part thereof and govern the relationship between NC and the BP, or the members.
4. 7.4.
  
  The BP, or the member, accepts that NC may unilaterally modify these GTC. Any modification is deemed fully and definitively accepted by the BP if 90 days have elapsed since its publication in the NC Partner Area of the website https://www.nergy.club, together with a notification via email.
8. Confidentiality
1. The BP undertakes to keep confidential all technical and know-how information acquired during the advertising/sales activity of NC products and not to use it for purposes other than such activity, nor to disclose or exploit it in any way, even after the termination of the relationship with NC.
9. Data Processing
1. The Member, but also the BP, consents to the processing of personal data pursuant to European Regulation No. 679/2016 (GDPR).

Nergy.Club s.r.l. - Pfarrhofstrasse 60B - 39100 Bozen - MwSt. Nr.: IT03293850214