General Terms and Conditions

1. Subject Matter
1. 1.1.
  These General Terms and Conditions (GTC) govern the relationship between NERGY.CLUB S.r.l. (hereinafter referred to as “NC”) and the affiliate member (hereinafter referred to as “MA”).
2. Definition of the Affiliate Member (MA)
1. 2.1.
  The MA is an active member of NERGY CLUB, acting completely independently and autonomously (without establishing any relationship of subordination, dependency, agency, partnership, or other permanent cooperation with NC, and without any minimum activity requirement). He/She may independently promote club membership and the products distributed by NC. An agency relationship between the MA and NC is expressly excluded, as there is no obligation to promote or distribute products on behalf of NC.
2. 2.2.
  The MA organizes his/her promotional activities independently and is not subject to any organizational, managerial, or disciplinary authority of NC.
3. 2.3.
  The MA carries out his/her activity under his/her own responsibility, independently managing organization, direction, and risk, and assumes all burdens, costs, and expenses.
4. 2.4.
  If the MA requests the payment of earned bonuses as commissions, he/she is personally responsible for fulfilling all legal and tax obligations relating to his/her activity (taxes, social security contributions, etc.) and shall indemnify NC against any third-party claims.
5. 2.5.
  The MA must behave in an orderly and proper manner and refrain from any behavior that could damage NC’s reputation. The MA is expressly prohibited from making statements, even indirectly, that could harm the honor or reputation of NC and/or its activities.
3. Tax Regulation for the MA (Marketing Assistant or Broker, etc.)
1. 3.1.
  The MA’s promotional activity for NC products is generally carried out occasionally and sporadically, in accordance with applicable legal provisions (Legislative Decree 50/2017, converted into Law 96/2017). (Valid only in Italy)
2. 3.2.
  If the legal limits for occasional activity are exceeded, the MA undertakes to open a VAT number (Partita IVA) and to issue an electronic invoice to NC. (Valid only in Italy)
3. 3.3.
  The MA is solely responsible for the tax regime applied to his/her activity.
4. Promotional/Sales Activity for NC Products – Purchase of NC Products
1. 4.1.
  The MA’s activity consists of:
  - a)
    
    Promoting new MAs who can purchase NC products directly from NC via the website www.nergy.club, using the referral link, QR code, or discount code assigned to the MA;
  - b)
    Promoting the sale of NC products via an affiliate link or a personalized discount code for the MA (influencer);
  - c)
    Referring or introducing potential professional resellers.
2. 4.2.
  The MA orders and receives NC products exclusively and directly from NC. There is no purchase obligation.
3. 4.3.
  
  The sales price of NC products is the price indicated and determined on the website www.nergy.club at the time of purchase. Payment is made exclusively through the website. Bonuses are only generated for completed orders; any previously granted bonuses will be adjusted in the event of returns.
4. 4.4.
  All costs incurred by the MA for promotional or sales activities related to NC products are solely the responsibility of the MA.
5. 4.5.
  Names, logos, trademarks, and other identifiers of NC and its products are the exclusive property of NC. The MA is only authorized to use them for identifying and promoting NC products; any other commercial use requires NC’s prior written authorization.
5. Commencement and Termination of MA Membership
1. 5.1.
  
  To become an MA, a candidate must be invited by an existing MA and complete the online application on the official NC website, specifying the referral (if not already defined through the referral link or QR code used to access the website). Acceptance of the application by NC will be communicated via email, along with the assignment of the MA code.
2. 5.2.
  
  Membership remains active for a number of days corresponding to the number of UVs (sales units) acquired by the MA and is extended/renewed with each purchase according to the UVs assigned to the MA’s orders.
3. 5.3.
  The relationship is open-ended; both parties have the right to withdraw at any time without stating reasons, by giving 30 days’ notice via email or certified email (PEC).
4. 5.4.
  NC reserves the right to terminate the relationship immediately pursuant to Article 1456 of the Italian Civil Code in the event of a breach of points 4.2, 4.5, or any violation of these GTC, any damage to NC’s reputation, false or defamatory statements about NC or its products, or misleading claims about the revenue-sharing program.
5. 5.5.
  Any member who records no personal consumption within 180 days loses all rights and obligations.
6. 5.6.
  
  The relationship between the parties and the related membership form part of the MA’s assets and may be transferred at any time, provided that the successor accepts NC’s general terms and conditions. The same applies in the event of succession.
6. Bonuses for the MA
1. 6.1.
  
  An MA who is “active” under section 5.2 is entitled to a 10% bonus on the price paid by direct customers (excluding MA orders) who purchase NC products through the MA’s affiliate link, QR code, or discount code. Customers acquired in this way remain linked to the MA for 180 days after their last purchase. The mere recruitment of new MAs does not entitle the MA to a bonus.
2. 6.2.
  
  The conditions and amounts of bonuses are defined in the Revenue Sharing Program (RSP) published in the member area of the website, valid at the time each transaction is completed. Any new version of the RSP is deemed known and accepted by the MA as soon as it is published in the NC Partner Area on https://www.nergy.club and following simple prior notification by email 90 days in advance.
3. 6.3.
  
  Bonuses due to active MAs are calculated by NC in real time at the end of each day (Rome time). Matured bonuses may be used immediately to purchase any product available in the reserved area of the website or alternatively paid out as commissions once a confirmed balance of €100 or more has been reached. Payments, in euros and gross of VAT (if applicable), are made within two working days after receipt of the fiscal document or electronic invoice.
4. 6.4.
  
  Billing information for bonuses is available in the reserved area of the website https://www.nergy.club. Requested and due bonuses are paid within two working days of the online request
7. Additional Obligations of the MA and Contractual Penalty Clause
1. 7.1.
  In carrying out his/her activity, the MA must refrain from any behavior or statement that could lead third parties, even implicitly, to assume that he/she is an employee or acts in the name or on behalf of NC.
2. 7.2.
  
  The MA’s statements about NC and its products must conform to NC’s specifications, particularly the information published on www.nergy.club, on product labels, or in other materials provided by NC. It is strictly prohibited to attribute therapeutic or healing properties to NC products.
3. 7.3.
  The MA may not make any changes to the products or their packaging, directly or through third parties.
4. 7.4.
  For advertising, sales promotion, and sales activities, the MA shall use exclusively the information and materials provided by NC and, for online activities, only the online shop created and made available by NC through the affiliate link. It is forbidden to refer to NC or its products in self-created advertising materials or websites, or to use NC’s names, logos, trademarks, or intellectual property rights.
5. 7.5.
  
  The MA undertakes to comply with applicable regulations and with the Code of Conduct published in the NC Partner Area on https://www.nergy.club.
6. 7.6.
  The use of unfair commercial practices—such as spamming or poaching the end customers of other MAs—is strictly prohibited.
8. Line Protection
1. 8.1.
  NC considers the respect and protection of the referral line as fundamental.
2. 8.2.
  A deregistered or inactive MA (180 days without personal purchase or sale) may re-register freely, not only under the previous referral but in any line.
3. 8.3.
  Line protection extends to customers for 180 days after their last purchase.
9. Final Provisions / Amendments
1. 9.1.
  
  For all disputes concerning the interpretation, execution, or termination of these GTC, or otherwise arising therefrom, the Court of Bolzano (Italy) shall have exclusive jurisdiction, applying Italian law.
2. 9.2.
  These GTC completely replace all previous versions.
3. 9.3.
  The membership application as MA, the Revenue Sharing Program (RSP), NC’s privacy and data processing information, and all other documents referred to herein are integral and essential parts of these GTC and govern the relationship between NC and the MA.
4. 9.4.
  
  The MA accepts that NC may unilaterally amend these GTC. Any amendment shall be deemed fully and definitively accepted by the MA once 90 days have elapsed since its publication in the NC Partner Area on https://www.nergy.club, together with email notification.
10. Confidentiality
1. The MA undertakes to treat as confidential all technical and know-how information acquired during the promotional/sales activity of NC products and not to use or disclose such information for purposes other than this activity, even after termination of the relationship with NC.
11. Data Processing
1. The MA agrees to the processing of his/her personal data in accordance with EU Regulation No. 679/2016 (GDPR).
2. Nergy.Club s.r.l. - Pfarrhofstrasse 60B - 39100 Bozen - MwSt. Nr.: IT03293850214 ©CGV022025