B2C GENERAL TERMS AND CONDITIONS OF SALE

1. SUBJECT MATTER AND SCOPE OF APPLICATION

1.1. The purpose of these Terms of Sale is both to inform every prospective Customer of the terms and conditions under which Nekua sells food supplements at retail (“Products”) and to govern the distance selling of such Products through the Website by Nekua to Users acting as Consumers within the meaning of Legislative Decree No. 206 of 6 September 2005 (the “Italian Consumer Code”), setting out the rights and obligations of the Parties. Any user who does not qualify as a Consumer under the Italian Consumer Code and wishes to purchase the Products offered by Nekua is requested to contact Nekua directly at hello@nekua.com.

1.2. These Terms of Sale, together with the Privacy Policy and the Website Terms of Use (collectively, the “Contract”), constitute the entire agreement between the Supplier and the User with respect to the purchase of Products through the Website and supersede any prior agreement or understanding, whether oral or written, between the Parties.

1.3. These Terms of Sale, the Privacy Policy and the Website Terms of Use are published on the Website in a format that allows the User to store and reproduce them, and may be consulted, printed and downloaded at any time from the relevant section of the Website, both before and after the conclusion of this Contract.

1.4. The Contract between the Supplier and the User is concluded in the Italian language upon Nekua’s acceptance of the purchase order pursuant to Article 6.4.

2. INFORMATION ABOUT THE SUPPLIER

3. REGISTRATION ON THE WEBSITE AND USER’S REPRESENTATIONS

3.1. Consulting and browsing the Website are free of charge and do not require the User to register. Products may also be purchased on the Website by unregistered Users, except for the purchase of a Subscription.

3.2. Without prejudice to the foregoing, a User wishing to register on the Website may do so by following the instructions on the Website and entering their e-mail address in order to create a personal account (“Account”).

3.3. The User represents that the data provided upon registration are correct, truthful and up to date, and undertakes to promptly notify the Supplier of any subsequent change thereto; the User further represents that it will use the Website and the services offered therein in compliance with the Website Terms of Use, these Terms of Sale and applicable law, and that it will not engage in any unlawful or fraudulent conduct or any conduct otherwise prejudicial to the rights of the Supplier or of third parties.

3.4. The User is solely responsible for keeping its credentials confidential and for any transaction carried out through its Account. The User therefore undertakes to keep its credentials with the utmost care and not to disclose them to third parties, and to notify the Supplier immediately of any loss, theft or unauthorised use thereof.

3.5. In order to enter into a Contract for the purchase of Products, the User represents that it is of legal age and has the legal capacity to do so, and that it is acting for purposes outside any trade, business, craft or profession it may carry on, within the meaning and for the purposes of Article 3(1)(a) of the Italian Consumer Code; these Terms of Sale do not govern Nekua’s business-to-business relationships.

3.6. The Supplier shall not be liable for any damage arising from the untruthfulness, inaccuracy or failure to update the data provided by the User, and reserves the right to suspend or delete the Account in the event of breach of these Terms of Sale, provision of untruthful data, or unlawful or fraudulent use of the Website and the services offered therein.

4. CATALOGUE AND PRODUCT SHEETS

4.1. The list of Products is set out in the dedicated catalogue section of the Website named “Shop” (“Catalogue”).

4.2. Nekua may freely and at its sole discretion determine and change the range of Products in the Catalogue, as well as any information relating thereto, without being required to notify the User.

4.3. Where a Product is unavailable, the Website will not allow it to be purchased.

4.4. The prices, purchase methods and delivery times of the Products are made known both in the Catalogue and before the User submits its purchase order (“Order”).

4.5. Each Product has a product sheet (“Product Sheet”), including a description, the complete list of ingredients and allergens, directions for use and prices, in compliance with applicable law.

4.6. The prices (“Prices”) shown in the Catalogue are expressed in Euro and are inclusive of VAT and any other applicable tax. The Price does not include shipping costs for the Products, as shipping is always free of charge. Any announcement of a price reduction on the products is clearly communicated on the Website and in the Product Sheet, pursuant to Article 17-bis of the Italian Consumer Code. Such announcement indicates the prior price (hereinafter, the “Prior Price”), i.e. the lowest price applied by Nekua during the 30 (thirty) days preceding the application of the price reduction. The Prior Price is shown struck through next to the discounted selling price, together with the discount percentage calculated on the Prior Price.

4.7. The Supplier reserves the right to change the Prices published on the Website at any time, it being understood that such changes shall not affect Orders already submitted by the User and confirmed pursuant to Article 6.

4.8. The User is always invited to check that the Product corresponds to the information and images shown online before opening the packaging; should any discrepancy be found, the User is requested to promptly contact Customer Service or to follow the replacement procedures set out in Article 12.

5. PRODUCT CHARACTERISTICS AND WARNINGS FOR USE

5.1. The Products marketed on the Website are food supplements within the meaning of Legislative Decree No. 169 of 21 May 2004, as subsequently amended and supplemented, implementing Directive 2002/46/EC, and do not constitute medicinal products or medical-surgical devices. They do not claim to have any curative or preventive properties in respect of any disease and are not intended to diagnose, treat or prevent any disease.

5.2. Food supplements are not intended as a substitute for a varied and balanced diet and a healthy lifestyle, and must be taken in accordance with the recommended daily doses stated on the label and in the Product Sheet, which must not be exceeded.

5.3. The Products must be kept out of the reach of children.

5.4. Nekua does not provide medical advice. The User is therefore always advised to read the list of ingredients and allergens and to consult a doctor before taking the Products, particularly in the event of pregnancy, breastfeeding, use of medicinal products or existing medical conditions.

5.5. Information on the Products published on the Website, including information provided through the Support Services referred to in Article 12, is provided for informational and commercial purposes only and shall in no case replace the advice of a doctor or other qualified healthcare professional.

5.6. The Supplier warrants that the ingredients, allergens and nutrition information of the Products comply with applicable law.

6. PURCHASE PROCEDURE

6.1. Products may be purchased on the Website by both registered and unregistered Users; registration is required for the purchase of a Subscription.

6.2. To purchase Products, the User must select the desired Products from the Shop, the relevant quantity and the purchase method. The selected Products will be displayed in the shopping cart.

6.3. Before the Order is submitted, the Website displays, in a clear, comprehensible and legible manner on a dedicated summary screen, at least the following information: the main characteristics of the Products; the unit and total price, inclusive of taxes; the selected purchase method and, in the case of a Subscription, the billing frequency and the minimum duration of the obligations, the amount of the recurring fee, and the delivery arrangements and times; the accepted means of payment; and any other mandatory pre-contractual information pursuant to Article 49 of the Italian Consumer Code.

6.4. The User must follow the purchase instructions provided on the Website and enter and verify the required data at each step.

6.5. By submitting the Order to Nekua, the User declares that it has read, understood and accepted these Terms of Sale, the Website Terms of Use and the Privacy Policy.

6.6. Once the Order has been submitted and payment has been successfully processed, Nekua will send the Customer an e-mail confirming receipt of the Order to the address provided, and the Contract between Nekua and the Customer shall be deemed concluded. Until such time, no obligation shall arise on the part of the Supplier.

6.7. Together with the confirmation of receipt of the Order, the User will receive a dedicated link through which it may amend its data and shipping details by following the guided instructions.

6.8. These Terms of Sale, together with the Order summary and the pre-contractual information required by law, are provided to the User on a durable medium, by e-mail, within a reasonable time after the conclusion of the Contract and, in any event, no later than the time of delivery of the Products.

6.9. Purchases may be made in three alternative ways, which may be selected individually for each Product:

a. “Single Purchase”: a one-off purchase of one or more Products, with payment of the Price upon placing the Order, without any commitment to purchase the Product again in the future.

b. “Monthly Subscription”: a recurring monthly purchase of one or more Products, for a minimum term of 2 (two) months. Activation of the Subscription service entails authorisation for the recurring monthly charge of the Price to the registered payment instrument and for the monthly supply of the selected Products. By choosing the Monthly Subscription, the Customer will benefit from a reduced Price compared to the Single Purchase. The Monthly Subscription may be suspended or deactivated as provided for in Article 10.

c. “Quarterly Subscription”: a recurring quarterly purchase of one or more Products. Activation of the Subscription service entails authorisation for the recurring quarterly charge of the Price to the registered payment instrument and for the quarterly supply of the selected Products. The quantity of Products delivered is intended to cover a three-month period, and the Products must be taken in accordance with the recommended directions for use set out in the Product Sheet. By choosing the Quarterly Subscription, the Customer will benefit from a reduced Price compared to the Single Purchase and the Monthly Subscription. The Quarterly Subscription may be suspended or deactivated as provided for in Article 10.

6.10. A Customer wishing to receive an invoice for the purchase of the Products must submit a request to Nekua directly on the Website via the order page, following the online instructions. Upon receipt of the request, Nekua will send the relevant invoice to the e-mail address provided by the Customer.

6.11. On the first purchase, as well as when purchasing multiple Products by Subscription, the User may benefit from discounts where offered by Nekua and indicated on the Website.

6.12. Where available, purchases may be made using discount codes.

6.13. With the first Order – whether a Single Purchase or a Subscription – the User may receive free products/product kits (“Gifts”) with free shipping, where offered by Nekua and indicated on the Website. Gifts may not be exchanged or returned.

6.14. Following the purchase, the Customer may leave a review of Nekua’s Products and services on Trustpilot through the link received by e-mail.

6.15. The User is responsible for the content of its reviews, and Nekua reserves the right to remove any comments that are unlawful, including, by way of example but not limitation, racially motivated comments or comments that are detrimental to the dignity, honour or reputation of others and/or of Nekua.

7. PAYMENT METHODS

7.1. Payment of the Price may be made using the methods selected from time to time by the User when placing the Order, including, by way of example: credit card, PayPal, Apple Pay or Google Pay, Satispay, Scalapay, Klarna.

7.2. For Subscriptions, it is mandatory to register a payment instrument suitable for recurring charges (Scalapay and Klarna are not accepted). For Subscription purchases, the selected payment instrument must also remain valid for at least the minimum term of the chosen Subscription (2 months for the Monthly Subscription). At the payment stage, the User may optionally also register a backup payment method, which Nekua will use only if the primary payment method selected fails.

7.3. Payments made by credit card or other electronic instruments are handled by third parties authorised under applicable law (“Payment Processor”). The Supplier does not have access to the full details of the payment instruments used by the User, which are processed exclusively by the Payment Processor.

7.4. In the event of fraudulent use of the User’s payment instruments by third parties, the User shall promptly notify the Supplier and the Payment Processor and, where appropriate, the competent Authorities.

8. ORDER MANAGEMENT AND DELIVERY OF PRODUCTS

8.1. Nekua delivers Products within Italy only.

8.2. The Customer may check the shipping status of its Order:

8.3. The Supplier shall deliver the Products to the address provided by the User when placing the Order. Products are delivered on working days (Monday to Friday) within 24/72 hours of the Order, provided that the Customer submits the Order by 11:30 am. Deliveries to the islands may require 2 additional days. Orders submitted after 11:30 am, at weekends or on public holidays are processed from the next working day. In the case of a Monthly Subscription, delivery will take place monthly and in the case of a Quarterly Subscription delivery will take place quarterly.

8.4. Should delivery of the Order fail (due to unknown recipient or non-existent/incomplete address, absence of the recipient or the Customer’s refusal to accept the Order), Nekua, through the Carrier, will make a further attempt to deliver the Order.

8.5. If delivery of the Order is not possible on the second attempt either, the Order will be held in storage at the competent post office and the Customer may collect it within 10 days. Within the same period, the Customer may ask Nekua, through the channels indicated in the Contacts section of the Website, to release the Order from storage and to make a new delivery attempt, even after the second unsuccessful attempt.

8.6. If, upon expiry of the storage period, the Order has still not been collected, it will be returned to Nekua, which will refund the Price to the Customer using the payment method selected when placing the Order within 14 days of the Order being returned.

8.7. Pursuant to Article 63 of the Italian Consumer Code, the risk of loss of or damage to the Products for reasons not attributable to the Supplier shall pass to the User when the User, or a third party designated by the User other than the Carrier, acquires physical possession of the Products.

9. RIGHT OF WITHDRAWAL

9.1. Pursuant to and for the purposes of Article 52 et seq. of the Italian Consumer Code, the Customer has the right to withdraw from this Contract, without any penalty and without giving any reason, within a period of 14 (fourteen) days. Pursuant to Article 59 of the Italian Consumer Code, the right of withdrawal under this Article does not apply to sealed goods which are not suitable for return due to health protection or hygiene reasons and which have been unsealed after delivery.

9.2. The 14 (fourteen)-day period shall run:

a. in the case of a Single Purchase of one Product, from the day on which the Consumer, or a third party other than the Carrier and designated by the Consumer, acquires physical possession of the Product;

b. in the case of a Single Purchase of multiple Products delivered separately, from the day on which the Consumer, or a third party other than the Carrier and designated by the Consumer, acquires physical possession of the last Product;

c. in the case of a Monthly or Quarterly Subscription Purchase, from the day on which the Consumer, or a third party other than the carrier and designated by the Consumer, acquires physical possession of the first Product.

9.3. In order to exercise the right of withdrawal, the User must send the Supplier, before the withdrawal period expires, a communication setting out its unequivocal decision to withdraw from the Contract:

a. by using the dedicated online withdrawal function, following the instructions available through the online interface on the Website, as set out in the Returns and Refunds Terms; or

b. by using the model withdrawal form made available in the “Withdrawal and Cancellation Terms” section; or

c. by means of any other explicit statement to that effect, sent by e-mail to hello@nekua.com or by certified e-mail (PEC) to soulgreen@legalmail.it.

9.4. The right of withdrawal shall be deemed to have been exercised by the Consumer within the withdrawal period provided for in Article 9.1 if the online withdrawal communication/statement is sent by the Consumer before the withdrawal period has expired. Following the User’s withdrawal communication, Nekua shall, without delay, send the Consumer an acknowledgement of receipt of the withdrawal on a durable medium.

9.5. Unless Nekua has offered to collect the Products or has informed the Consumer that the Customer may in any event retain the Product where permitted, the Consumer shall send back the goods or hand them over to Nekua or to a third party authorised by Nekua to receive them, without undue delay and within 14 (fourteen) days from the date on which the Consumer communicated to Nekua its decision to withdraw, in accordance with the instructions provided directly to the Consumer in the e-mail containing the withdrawal instructions. Shipping costs shall in all cases be borne by Nekua.

9.6. Nekua shall reimburse all payments received without undue delay and within 14 (fourteen) days, pursuant to Article 56 of the Italian Consumer Code, using the same means of payment used by the Customer for the initial transaction.

9.7. In the case of a Single Purchase of multiple Products, the exercise of the right of withdrawal in respect of one or some of the Products may result in the User losing any discounts applied to the Purchase Price.

10. SUBSCRIPTION: AUTOMATIC RENEWAL, CANCELLATION AND PAUSE

10.1. A Monthly Subscription Purchase constitutes a recurring monthly purchase of one or more Products and provides for a minimum Subscription term of 2 (two) months. Notice of cancellation given by the User in the manner set out in Article 10.4 below shall take effect upon expiry of the minimum Subscription term.

10.2. A Quarterly Subscription Purchase constitutes a recurring quarterly purchase of one or more Products, shipped to the Customer on a quarterly basis.

10.3. The Price of Products purchased by Subscription is automatically charged to the payment instrument registered by the User upon activation of the Subscription and on each subsequent monthly or quarterly recurrence, unless the User has validly cancelled the Subscription prior to the relevant renewal.

10.4. Thirty (30) days before the expiry of each Subscription period (Monthly or Quarterly), Nekua will send the User a communication to the e-mail address used for the Order, informing the User of the upcoming automatic renewal of the Subscription and of the date of the next charge of the Price, and reminding the User of its right to suspend or cancel the Subscription free of charge at any time before the next renewal, subject in any case to the minimum purchase term. Following the User’s notice of withdrawal or cancellation, Nekua shall acknowledge receipt to the Consumer without delay.

10.5. The User may cancel or pause the Subscription in compliance with the time limits set out above, with effect from the renewal following the current one, without any cost or penalty, by one of the following methods, made available free of charge:

a. by sending written notice by e-mail to hello@nekua.com; or

b. by accessing the “Subscriptions” section of your Account on the Website and selecting the dedicated cancellation or pause function, as set out in the Returns and Refunds Terms.

A User who has suspended the Subscription may reactivate it by the same means according to the Returns and Refunds Terms. The Supplier shall send the User confirmation of the suspension or reactivation.

10.6. Cancellation shall not affect deliveries and charges relating to the Subscription period already in progress at the time of the request. The Supplier shall send confirmation of the cancellation on a durable medium within a reasonable time and in any event before the next renewal.

10.7. Should the charge of the Price of the selected Subscription fail, Nekua will make up to three further charge attempts at regular three-day intervals on the payment method selected by the Customer. Should payment of the Price still fail following such attempts, Nekua reserves the right to pause the Subscription, with consequent suspension or cancellation of the shipment of any Products in the course of delivery.

11. LEGAL GUARANTEE OF CONFORMITY

11.1. The Supplier shall be liable to the Consumer for any lack of conformity of the Products existing at the time of delivery which becomes apparent within 2 (two) years of such time, pursuant to and for the purposes of Article 128 et seq. of the Italian Consumer Code. In any event, any action to enforce claims for defects not fraudulently concealed by the seller shall be time-barred after twenty-six months from delivery of the goods.

11.2. In the event of a lack of conformity, the User shall report it to Nekua through Nekua’s support channels referred to in paragraph 12 below. Depending on the circumstances, the Product may be replaced following collection of the defective Products by Nekua and at Nekua’s expense. Where replacement of the defective Product is not possible, the User shall be entitled to a full refund of the price of the Product or to terminate the contract pursuant to Article 135-bis of the Italian Consumer Code. All of the above shall take place within a reasonable time and without significant inconvenience to the Consumer.

11.3. The guarantee applies in favour of the User who is a Consumer, i.e. a natural person acting for purposes outside any trade, business, craft or profession that he or she may carry on.

11.4. In the event of a lack of conformity, the Consumer is first entitled to have the Product brought into conformity free of charge by repair or replacement, at the Consumer’s choice, without incurring any costs. This shall not apply where the chosen remedy is impossible or would impose costs on Nekua that are disproportionate compared to the alternative remedy, taking into account the value the goods would have if there were no lack of conformity, the significance of the lack of conformity and whether the alternative remedy could be provided without inconvenience to the Consumer.

11.5. The main elements of the legal guarantee are summarised in the harmonised notice set out in Commission Implementing Regulation (EU) 2025/1960, available in the “Legal Guarantee” section.

11.6. The User, or the recipient of the Order, shall check the condition of the parcel and of the Product upon delivery.

12. CONSUMER SUPPORT SERVICE

12.2. Nekua makes available to the User certain support and information services relating to the Products and Orders (“Support Services”):

a. an automated conversational support service based on an artificial intelligence system (“Chatbot”), accessible from the Website or via WhatsApp at +39 340 621 7798;

b. a support service with human operators (“Customer Care”), available Monday to Friday from 9 a.m. to 6 p.m., which may be contacted at the following number +39 0239297031 or by using the online form in the “Contacts” section (“Form”). The User may book a call-back slot using the Form.

12.2. The User may request the intervention of a human Customer Care operator, who will respond during the stated hours, either instead of or in addition to the interaction with the Chatbot.

12.3. With regard to the Chatbot, in accordance with the transparency principles applicable to artificial intelligence systems intended to interact with natural persons, the Supplier informs the User, at the start of each interaction, that it is communicating with an automated system and not with a human operator, unless this is already obvious from the circumstances of use.

12.4. Please note that the information provided by the Chatbot and by Customer Care is intended as commercial information on the Products in the Catalogue. The Chatbot and Customer Care do not provide medical opinions, diagnoses or therapeutic advice and do not replace consultation with a doctor or pharmacist, whom the User is invited to consult before taking a food supplement, in particular in the event of allergies or intolerances, existing medical conditions or ongoing drug therapies, pregnancy or breastfeeding, as well as in the case of minors. Food supplements are not a substitute for a varied and balanced diet and a healthy lifestyle and must not be taken in doses exceeding the recommended daily doses stated on the label. Before purchasing, the User must always check the technical sheet, the list of ingredients, the warnings and the nutritional values published on the page of each Product.

12.5. The Supplier processes the personal data provided by the User in the course of interactions with the Chatbot and Customer Care in compliance with personal data protection legislation, as set out in the Privacy Policy, which the User declares to have read and accepted.

13. LIMITATION OF LIABILITY AND NEKUA’S RIGHT OF TERMINATION

13.1. The Supplier shall not be liable for any service disruptions, delays or inability to perform its obligations due to force majeure or circumstances beyond its reasonable control, including, by way of example but not limitation, natural events, wars, pandemics, strikes, interruptions of telecommunications networks or payment services, and measures adopted by the competent Authorities.

13.2. Nekua shall not be liable for any disruptions in the purchase of Products attributable to the User’s payment service providers.

13.3. Nekua shall not be liable for any disruptions and/or malfunctions of the Website attributable to network providers. In such circumstances, Nekua will act promptly to seek to minimise any disruption.

13.4. The Support Services may be subject to malfunctions and/or temporary interruptions, including for technical updating purposes and for reasons not attributable to Nekua and for which Nekua is not liable. Nevertheless, Nekua will use all reasonable efforts to ensure the prompt restoration of the regular operation of the Support Services.

13.5. Nothing in this Article shall exclude or limit the Supplier’s liability where such exclusion or limitation is not permitted under applicable law, nor shall it prejudice the mandatory rights granted to the User as a Consumer under the Italian Consumer Code.

13.6. In the event of the User’s use of the Website in a manner not compliant with the Website Terms of Use and/or violation of Nekua’s intellectual property rights, Nekua reserves the right to terminate the Contract with the User and, where applicable, to deactivate the User’s Account, subject to prior notice to the User giving reasonable notice of not less than 15 days.

14. PROCESSING OF PERSONAL DATA

14.1. The User’s personal data are processed by Nekua, as data controller, in accordance with Regulation (EU) 2016/679 (“GDPR”) and applicable national legislation, as set out in the privacy notice made available on the Website pursuant to Article 13 of the GDPR, which the User declares to have consulted and accepted before registering and before submitting each Order.

15. INTELLECTUAL PROPERTY

15.1. All content on the Website, including texts, videos, images, trademarks, logos and materials of any kind, is owned by Nekua or its licensors and is protected by intellectual property laws. Any use of such content by the User, by any means and for any purpose, without Nekua’s express authorisation is prohibited.

16. AMENDMENTS TO THE TERMS

16.1. The Terms of Sale applicable to an Order are those accepted by the Customer at the time of submitting that Order. In any event, the Supplier reserves the right to amend these Terms of Sale at any time for justified reasons, by giving notice thereof through publication on the Website. The amendments shall not apply to Orders already submitted and confirmed as at the date of their publication.

16.2. With regard to Subscription Purchases in progress, any amendments to the Terms of Sale that adversely affect the User’s rights shall be notified to the User at least 30 (thirty) days before they take effect, and the User shall be entitled to cancel the Subscription, free of charge, before such amendments enter into force.

17. COMPLAINTS AND DISPUTE RESOLUTION

17.1. The User may submit complaints relating to the Products or to the performance of the Contract by contacting Customer Care.

17.2. For the out-of-court resolution of consumer disputes, the User may have recourse to the mediation procedures provided for by Legislative Decree No. 28 of 4 March 2010, or to the alternative dispute resolution (ADR) bodies listed in the register kept by the Ministry of Enterprises and Made in Italy, pursuant to Article 141 et seq. of the Italian Consumer Code.

18. GENERAL PROVISIONS

18.1. The failure of a Party to enforce against the other Party a breach of any of the obligations set out in these Terms of Sale shall not be construed as a waiver by that Party of its right to require future performance of the obligation in question.

18.2. Should one or more provisions of these Terms of Sale be declared invalid or ineffective as a result of a legislative amendment and/or a binding decision of a competent Authority, the remaining provisions of these Terms of Sale shall remain fully valid and effective.

18.3. These Terms of Sale are also available on the Website in English. In the event of any discrepancy between the English version and the Italian version, the latter shall prevail.

19. GOVERNING LAW AND JURISDICTION

19.1. These Terms of Sale and the sales Contract concluded between the Supplier and the User are governed by Italian law.

19.2. Any dispute relating to the validity, interpretation or performance of the Contract, and therefore also of these Terms of Sale, shall fall within the exclusive jurisdiction of the courts of the place of residence or domicile of the Consumer, if located within the territory of the Italian State.