Terms and Conditions of Collaboration and Partnership

These terms and conditions of collaboration and partnership (hereinafter also "Terms and Conditions) are an integral part of the Partnership Agreement (Exhibit 1) and apply to Neh Experience, the domain of which is www.nehexperience.com. The site is owned by NehEx ltd. By signing the Agreement (Attachment 1) you expressly accept and agree to these terms of use. 
Through this document, NehEx srl makes available to partners, the website (also referred to as "the platform").

NehEx Ltd. and the partner, when treated jointly, are hereinafter referred to as, the "Parties"
WHEREAS.
NehEx is a company that, through the innovative Platform nehexperience. com offers to service providers in the tourism, food and wine and entertainment sectors and their users, under the terms and conditions set forth herein among others, (i) the promotion and possibility of making reservations of experiences in the tourism, food and wine and entertainment sectors, aimed at enhancing the excellence of the territory; (ii) a marketplace of selected experiences, in order to create an ecosystem aligned with the criteria of quality, ethicality and sustainability; (iii) the marketing, by selected partners, of experiences and the promotion of their visit and tasting activities inherent to the field of catering, receptive, food and wine and hotel (from now on also just "Platform").

B. the Partner is a company active in the restaurant and tourism sector that offers, among other things, food and wine and tourism experiences to its customers;
 
C. the Partners avail themselves of the Platform and, in particular, of the services offered by NehEx by means of the aforementioned Platform in order to promote their business as described in the preceding point of the premises and, in particular, for the promotion and sale of experiences whose content is entirely conceived and prepared by the Partner itself and addressed to the users of the Platform (henceforth also only "Experiences");

That being the case, THE PARTIES AGREE as follows:

Art. 1 OBJECT AND DURATION.
 
NehEx will provide to Partner against the Fees defined in Article 6 below - with organization of its own means, its own equipment and its own necessary personnel - the Services in favor of Partner, as better specified in Article 2 below. 
 
The Parties expressly agree that the Contract shall be effective as of the date it is signed for a duration of 12 months, with automatic renewal for successive periods of 12 months each. The Parties shall have the right to prevent the automatic renewal of this Contract by giving written notice to NehEx within the period of 15 days prior to the agreed expiration date.
Pursuant to and for the purposes of Article 1373 of the Civil Code, NehEx shall have the right to terminate the Contract at any time by giving at least 30 days' written notice to the Partner. In this case, the Parties expressly agree that nothing will be due to the Partner as indemnity for termination.
It is the right of Nehex, to unilaterally modify these terms and conditions, subject to a proposal to be communicated to the Partner's email address, at least 30 days in advance. 
Unilateral changes may concern the economic relations with partners, but not the duration of the contract.

Article 2 SCOPE OF APPLICATION OF THE TERMS AND CONDITIONS.

2.1 Use of the platform implies Partner's acceptance of these Terms and Conditions. If the Partner does not intend to accept the Terms, unilateral proposed changes, and/or any other notes, legal notices, disclosures published or referred to herein, he/she may not use the Application or its services.
2.2 These Terms, and the Terms of Sale may be modified at any time.
The applicable Conditions are those in effect on the date of transmission of the purchase order or request for supply of a product.
2.3 Before using the platform, the user/partner is required to read the Conditions carefully and save or print them for future reference.

Art. 3 SERVICES OFFERED TO THE PARTNER.
 
3.1 NehEx will provide the Partner with the Services described in Section 3.2 below, according to these terms and conditions, unless otherwise agreed in writing between the Parties.

The Services have as their object, the following activities:
the inclusion of the Partner on the Platform with the creation of a dedicated profile aimed at the sale of Experiences;
Nehex provides for the exclusive use of the Partner the nehexperience.com/admin Dashboard for the management of the offered experiences, reservations and purchases received on the platform;
consulting service to Partner for the creation and management of offered experiences;
automatic notifications of purchases and reservations to the email addresses communicated by the Partner;
granting non-exclusive license for use, valid for the entire duration of this contract, of the distinctive sign "Neh Experience", according to the terms and conditions set forth in Article 4 below. 
In case the partner has joined the premium offer, the service also contains promotion by means of online and offline marketing and communication strategies of the experiences offered by the partner.
NehEx undertakes to provide the Services continuously, by means of its own employees and/or collaborators. The management of the employees is under the coordination of NehEx alone and no relationship will be established between partners and employees of Nehex, except by virtue of this contract.

Art. 4 PARTNER'S OBLIGATIONS AND OBLIGATIONS.

4.1 In order to enable the realization of the Services referred to in Art. 3 above, the Partner shall provide NehEx with all the information and indications necessary for the easy and profitable inclusion of the Partner on the Platform according to its specific needs, in particular regarding:
content for communication and promotion of the Partner and the experiences offered accompanied by description of the experience and illustrative photos or images for online and offline promotion of the Partner; 
management, compilation and updating of online forms in the admin space (nehexperience.com/admin) granted to the Partner for the offering of experiences on the Platform (including but not limited to: date and start time of the available booking dates for the experience offered by the Partner on the Platform, as well as the number of available seats for each date and time indicated, description of the experience, cost of the experience and any optional extras offered, high-definition and representative images of the experience offered); 
In particular, we emphasize the importance of the Partner continuously updating the booking dates and the number of available seats on the Platform of the offered experiences, as well as verifying that the price of the offered experience indicated on the Platform is correct and up-to-date; provide NehEx with a constantly valid and up-to-date email address - including through the methods set forth in Article 11 below - to which NehEx can send notification of a User's purchase of one or more experiences marketed by Partner on the aforementioned Platform, as well as further requests or communications from Users (e.g. exercise of the right to cancel the order pursuant to Article 6 point vii below, etc.).  
 4.2 In the course of the execution of the Contract, NehEx shall, however, have the right to update, amend, supplement and specify the information referred to in the preceding paragraph. 
 4.3 The Partner undertakes to deliver to NehEx the material to be published on the Platform (e.g. photos, videos, menus, etc.) by means of delivery of the same on a computer medium or by emailing the same, in accordance with the procedures set forth in Article 11 "Communications" below. In addition, the Partner shall still provide NehEx, without delay and in a timely manner, with all directions, data, information and documentation that is necessary for NehEx to fulfill its obligations under this Agreement;

4.4 The Partner declares that he/she accepts the contractual conditions of sale under which the experiences will be offered to Users (visible on the Platform at: nehexperience.com/documents/terms-and-general-conditions/) and is therefore obliged to comply with and adhere to them according to the version in force at the time of the User's purchase of the experiences. 
4.4.1 The Partner undertakes to propose the experiences offered on the platform exclusively through the same and therefore exclusively to NehEx, without being able to use other sales channels, even direct, with regard to the same experience.
 4.5 The Partner declares that it is the owner of the content, writings, images and any other material delivered to NehEx for the purpose of publishing the experiences on the Platform and/or that the same are in its legitimate availability, that their use is not contrary to law and does not violate any copyright, trademark or distinctive sign or other right of third parties and undertakes to indemnify and/or otherwise hold NehEx harmless from any possible claim for damages, of any nature and/or title (e.g. contractual, extra-contractual, etc.), that may be made by third parties in relation to the aforementioned content, materials, writings and/or images.

4.6 If the material provided by the Partner portrays natural persons (e.g. employees, collaborators, third party outsiders, etc.), the Partner declares that it has taken steps to have the interested parties view and provide them with appropriate information on the processing of personal data and that it has collected the prior consent of the interested parties to the publication of such material, also with reference to the right to image and portrait. The Partner undertakes to indemnify and/or otherwise hold NehEx harmless from any third party claim or any request of any nature whatsoever, including by way of compensation for damages (contractual, extra-contractual, etc.), that may be made by anyone also in relation to the violation of the legislation protecting personal data and any special categories of personal data processed, including the GDPR and the Privacy Code, and in any case and more generally from any negative consequence (including expenses that NehEx may incur for the defense of its position in extrajudicial and judicial proceedings) that may arise from the use of such images or in general from the material delivered by the Partner to NehEx.

4. 7 The Partner accepts and declares that he/she is solely responsible to any third party for the execution of the experiences sold through the Platform and, therefore, undertakes to indemnify and/or otherwise hold NehEx harmless from any third party claim or any request of any nature whatsoever, including by way of compensation for damages (contractual, extra-contractual, etc.), that may be made by third parties in relation to the execution of the experiences (inherent, by way of example, to the quality of the service, its compliance with what is described in the Platform, accidents occurring in the course of the experience also with regard to any food intolerances and/or allergies, etc.). NehEx, for its part, reserves the right to remove all or part of such content in the event that it receives a request to do so from a third party who complains of the infringement of one of their rights or of public authority, without such removal being able to substantiate any claim for compensation or indemnity on the part of the Partner.

4.8 The Partner's non-delivery of the complete material exempts NehEx from any liability with regard to the performance of the services offered on the Platform.
4.9 The Partner also declares that it is aware that it will be communicated to it by NehEx the personal data provided by the users of the Platform at the time of the purchase of the experiences and, therefore, declares that it will process such personal data, as autonomous data controller, for the sole purpose of the execution of the experience provided and in any case in accordance with the regulations in force, in particular EU Reg. 2016/679 and Legislative Decree 196/2003 and ss.mm.ii.  
4.10 The partner is autonomous in the management of the admin space (nehexperience.com/admin) and therefore of the experiences offered on the platform, subject to authorization of the changes by the staff of Nehex. At the moment the user successfully makes a reservation on the platform, the partner receives an email with the user's and the reservation information, after which any communications will be handled by the partner autonomously (e.g.: contacting the user personally, by phone or email).

4.10.1 The parties agree that once the reservation is made, any issues with respect to the availability of dates for the enjoyment of the experience will be handled under the terms set forth in the terms of sale.
4.10.2 In the event that the customer/user, due to issues due to the facility/partner not having updated availability on the platform, does not agree to move the reservation or even to take advantage of a voucher as stated above, Nehex will provide a full refund of the experience purchased by the user. As a result, the partner will be charged a penalty corresponding to the total amount of the experience purchased by the user plus the transaction costs incurred by NeH Experience to make the refund. The penalty will be charged within the first 10 days of the following month from the variable fee due to the partner for the sale of the previous month's experiences.

Art. 5 INTELLECTUAL PROPERTY.
 
5.1 For the purpose of the performance of the Agreement, as set forth in Article 3.2 above, NehEx grants Partner in connection with the "Neh Experience" distinctive sign a non-exclusive, perpetual license to use it. This license expressly excludes Partner's ability to assign, sublicense, or otherwise use the "Neh Experience" distinctive sign to third parties other than Partner. 
5.2 Subject to Partner's compliance with the license terms and conditions, NehEx agrees to indemnify and hold Partner harmless from any claims having to do with or arising out of the use of the "Neh Experience" distinctive sign. 
5.3 Partner grants NehEx the right to communicate to the public through presentations, websites, etc., the partnership with NehEx itself, possibly reproducing, for the above illustrative purposes, the trademark, logo, or other distinctive signs through which Partner operates and through which it is known in the marketplace.

Article 6 CORRESPECTS AND PAYMENTS.

6.1 Premium option: With the premium offer, NehEx will receive a fixed consideration part of € 150 euro (plus vat) monthly amount and a variable consideration part coinciding with a percentage of 15 % (plus vat) calculated on the total monthly sales. In case of custom experiences, the variable consideration will be modulated on the basis of customization.
By joining this offer, the partner will have the following benefits to: be able to publish unlimited experiences on the plazaform; be positioned at the top of the platform for one month on "experiences of the month"; have a presence on @nehexperience and @piedmontfood social channels; have a dedicated Newsletter; and also have dedicated Marketing Campaigns on Google ADS and Meta.
The premium option can be paid in a lump sum at €1500.00 instead of €1800.00. The billing item for the premium option will contain the following wording "MM/AA month platform placement" if the monthly payment method is chosen, while in case the annual option is chosen there will be the following wording "MM/AA platform placement - MM+12/AA+1)"

The above invoices are sales invoices and not third party accounts. 
       Basic Option: With the basic offer, NehEx will not receive a monthly fee for platform membership alone, but will only be entitled to the variable fee coinciding with a 15 % percentage (plus VAT) calculated on the total monthly sales. In the case of custom experiences, the variable consideration will be modulated based on the customization.
The advantages of the basic option are no cost, passive visibility of the platform and via the social channels @nehexperience and @piedmontfood. This option allows the partner to upload only 2 experiences to the platform.
6.2 The Partner grants NehEx an irrevocable mandate for collection without representation pursuant to Articles 1705 and 1723 of the Civil Code, under which NehEx will collect, by issuing a special receipt or invoice, the full amount paid by Users. By the tenth day of the month following the collections, Nehex will issue on behalf of the Partner and send to the same a special invoice that is fiscally valid, pursuant to Article 21 Presidential Decree 633/72. NehEx will remit to the Partner the amounts collected on behalf of the same, less the Variable Fee plus VAT, by the end of the month following the collection.

6.3 Pursuant to the right of withdrawal, the User may, up to 14 days after the date of purchase but no later than 7 days before the date of fruition, cancel the reservation and receive a full refund of the purchase, or take advantage of the voucher option. In the event of cancellation by the user of an experience reservation, if the request is received less than 7 days before the fruition date, no refund will be made by NehEx and/or the Partner; if the user requests cancellation within 8 days before the fruition date (but no later than 14 days after the purchase of the experience), NehEx will make the refund of the purchase equal to the purchase price (in such case, no amount will be paid to the Partner). In order to request a refund, the user must make the request via email to Nehex info@nehexperience.com pursuant to the terms and conditions of the contract of sale.

6.4 The user, up to 7 days from the date of fruition, may exercise the right to change the date of fruition by issuing a voucher (automatically produced by the platform in the dedicated user space). The voucher will have a value equal to the purchase price of the same experience and will be usable once on the platform no later than 6 months from the date of issuance of the voucher.

6.5. In the event that the Partner fails to update the purchase dates, times, and number of available seats of the experiences, and thus the Partner is unable to offer the experience to the user, the Partner has the option to offer the user the selection of the voucher (as described in Art. 6.4.). Should the user not accept the voucher, the purchase amount will be charged to the partner as a penalty and the user will be refunded.

Article 7 CONFIDENTIALITY

7.1 The Partner agrees to maintain the confidentiality of all information learned in the course of and/or by virtue of the performance of the Contract, not to disclose the same to any third party, except under the terms and conditions of the Contract, unless it has obtained prior written consent from NehEx, and not to use the confidential information except for the purposes set forth in the Contract.
 
7.2 The Partner shall ensure that each person who is brought to the knowledge of the Confidential Information for the performance of the obligations under the Contract shall be made aware of and undertake to comply with all obligations with respect to confidentiality that the Partner assumes under this Article.
 
The provisions of this Article 7 shall remain in full force and effect, and the Partner shall therefore be required to maintain the strictest confidentiality of the information even after any termination of the Contract, for whatever reason.

Article 8 TERMINATION AND EXPRESS TERMINATION CLAUSE.
 
In case of non-performance by the Partner or NehEx of any of the obligations undertaken under this Contract referred to in Articles 3,4 and 6 above, the diligent party shall give written notice to the other party to remedy the non-performance within 15 days after receipt of the notice and with the warning that, in default, the Contract shall be deemed to have been terminated without fail in accordance with and for the purposes of Article 1454 of the Civil Code. Once the aforementioned period has elapsed without the notified party having remedied the default, the Contract shall be deemed to be terminated as of right, without prejudice in any case to the right to compensation for damages.
 
8.2 Pursuant to Article 1456 of the Civil Code, the Parties expressly agree that Nehex's determination of Partner's non-performance of the provisions agreed upon in Art. 4.4 above (compliance with conditions of sale of experiences), 4.4. 1 (sale of experience contained in Platform Package and uploaded to Platform Platform Platform through other sales channels, including direct sales) shall result in Neh's right to terminate this contract as of right resulting in immediate removal of Partner's experiences from Platform Platform and deletion of Partner's profile, as well as Neh's right to claim from Partner compensation for damages suffered in addition to full payment of the proceeds of the experience already sold.

Article 9 Consequences of Dissolution or Termination.
 
The termination of this Contract does not extend its effects to the services already performed by
both Parties pursuant to Art. 1458, paragraph 1, Civil Code.
 
Compensation for damages resulting from non-performance, even if ascertained in default of termination of the Contract or when the Contract has already been terminated, shall be computed in accordance with Articles 1223 and 1225 of the Civil Code, subject to the clauses of this Contract exempting or limiting liability.  

The provisions of this Contract that are intended, expressly or impliedly, to survive the termination or dissolution of the Contract will survive and continue to be binding on the Parties to this Contract.

In any case of dissolution or termination of this Agreement, the Partner shall immediately cease all use of the distinctive sign "Neh Experience" and NehEx may remove with immediate effect any data relating to the Partner or the experiences proposed by the Partner on the Platform, as well as provide for the immediate deletion of the Partner's profile.
 
Art. 10 APPLICABLE LAW AND COMPETENT COURT.
 
10.1 The Contract is subject to Italian law.
For any question or disagreement that may arise in relation to the validity, effectiveness, interpretation, execution, termination of the Contract, or for any dispute arising from or relating to the Contract, the Court of Turin shall have exclusive jurisdiction.
Art. 11 COMMUNICATIONS.

11.1 Any notice under or otherwise relating to the Contract shall be valid and effective only if it is in writing and is sent by registered letter with return receipt, or by courier, e-mail message, to the following addresses:
 
in the case of communications to NehEx at:
Address: via Luisa del Carretto 66, 10131, Turin, Italy
PEC: nehex@legalmail.it
Email: info@nehexperience.com
to the attention of Emanuele Sega; 
to the different address, person, or fax number specified by the party in question by communication to the other.
11.2 In the case of communication to the partner, the address communicated/released at the time of signing the partnership agreement will be valid
11.3 Any communication under the preceding Article shall be deemed to have been received on the date of receipt of the communication.

Version 2023