Affiliate Agreement

AFFILIATE AGREEMENT

This affiliate agreement (hereinafter the "Agreement") is entered into between:

Azienda Agricola Minnelea di Carmine Rizzo, with registered office at Via Serra 12, 84060 Moio Della Civitella (SA), Italy — VAT no. 06042760659 — Certified email: minnelea@peceasy.it (hereinafter "Minnelea" or "Owner")

and

the natural or legal person who has applied to join Minnelea's affiliate programme (hereinafter the "Affiliate").

Minnelea and the Affiliate are hereinafter referred to jointly as the "Parties" and individually as a "Party".

Article 1 — Definitions

For the purposes of this Agreement, the following definitions apply:

Programme: the affiliate programme operated by Minnelea, accessible on the website minnelea.com, allowing the Affiliate to promote Minnelea products to third parties and earn a commission on the resulting sales.

Site: the website minnelea.com and its subdomains.

Affiliate Code: the unique code assigned to the Affiliate upon registration, used to track the sales generated.

Affiliate Cookie: the tracking tool associated with the Affiliate Code, with a duration of 90 days from the customer's first visit generated by the Affiliate.

Qualified Sale: the order completed with successful payment on the Site by a New Customer who has used the Affiliate Code or has been directed to the Site through links or banners containing the Affiliate Code, within the Affiliate Cookie duration.

New Customer: the person who has never previously placed an order on the Minnelea Site before using the Affiliate Code and who is not already attributed to another Affiliate.

Commission: the fee due to the Affiliate for each Qualified Sale, calculated on the Taxable Value.

Taxable Value: the net price of the product or products purchased, excluding VAT, shipping costs, discounts, ancillary costs and applicable taxes.

Article 2 — Subject of the Agreement

2.1 This Agreement governs the conditions under which the Affiliate joins the Minnelea Programme, promotes Minnelea products to third parties and earns the Commissions accrued.

2.2 The Parties act as independent operators. This Agreement does not constitute, and may not be interpreted as, an employment relationship, agency, mandate with representation, franchise, joint venture or commercial exclusivity between the Parties.

2.3 The Affiliate has no power of representation of Minnelea, nor may they enter into obligations in Minnelea's name or on its behalf towards third parties.

Article 3 — Joining the Programme

3.1 To join the Programme, the Affiliate must complete the registration form available on the Site, providing truthful, complete and up-to-date information, and accept this Agreement.

3.2 Following registration, the Affiliate will be assigned an Affiliate Code and provided with credentials to access the reserved area, from which they can monitor traffic statistics, Qualified Sales and accrued Commissions.

3.3 Minnelea reserves the right to refuse the application at its sole discretion, without obligation to provide reasons.

3.4 The Affiliate is responsible for safeguarding the access credentials and for any activity carried out through their account.

Article 4 — Promotion methods

4.1 The Affiliate may promote Minnelea products using exclusively the following tools made available by Minnelea: (a) official banners, (b) affiliate links containing the Affiliate Code, (c) personalised promotional codes.

4.2 Minnelea grants the Affiliate a non-exclusive, non-transferable, free of charge and revocable licence, limited to the term of the Agreement, to use the logo, banners, product images and official promotional texts, exclusively within the scope of the Programme and according to the guidelines provided.

4.3 The Affiliate acquires no exclusive rights over geographical areas, products, product lines or sales channels.

Article 5 — Commissions and payment terms

5.1 For each Qualified Sale, the Affiliate is entitled to a Commission equal to 20% of the Taxable Value.

5.2 The Commission accrues at the time of completion of the order with successful payment and once the withdrawal and return period provided for by current legislation has expired. No Commissions accrue on cancelled or refunded orders, or on orders subject to the exercise of the right of withdrawal by the end customer.

5.3 Payment of Commissions is made on a bi-monthly basis, by the 10th day of the month following the reference two-month period, in the following ways at the Affiliate's choice:

— PayPal: payment made for any amount accrued;
— Bank transfer: payment made when a minimum balance of € 50.00 is reached (otherwise the balance is carried forward to the following two-month period);
— Discount voucher usable on the Site: issued for any amount accrued.

5.4 For Affiliates with a VAT number, payment of Commissions is subject to the issue of a regular tax document (invoice) made out to Minnelea, to be sent within the deadline indicated in the reserved area.

5.5 Commissions are gross of any withholdings, taxes and social security contributions borne by the Affiliate, in accordance with the tax legislation applicable to their position.

Article 6 — Sales tracking and attribution

6.1 Sales tracking takes place through the Affiliate Cookie, with a duration of 90 days from the customer's first visit generated by the Affiliate Code.

6.2 In case of overlap between several Affiliates for the same customer, the Qualified Sale is attributed to the last Affiliate Code used by the customer before completing the order ("last click" rule).

6.3 Minnelea reserves the right to carry out cross-checks between its own tracking systems (Google Analytics, Shopify, internal management system) and not to recognise Qualified Sales in case of anomalies, fraud or breaches of this Agreement.

Article 7 — Customers not eligible for affiliation

7.1 No Commissions accrue in the following cases:

(a) orders placed by customers already registered with or already customers of Minnelea before the use of the Affiliate Code;
(b) orders placed by customers already attributed to another Affiliate;
(c) orders placed by the Affiliate themselves or by persons connected to them (family members, partners, employees, multiple accounts traceable to them);
(d) orders for products that Minnelea has expressly excluded from the Programme and communicated in advance to the Affiliates;
(e) orders concluded as a result of confidential discount agreements or separate commercial partnerships, communicated to the Affiliates.

Article 8 — Obligations and prohibitions of the Affiliate

8.1 The Affiliate undertakes to promote Minnelea products fairly, loyally and in compliance with applicable legislation, in particular regarding advertising, consumer protection, GDPR and copyright.

8.2 The Affiliate is expressly prohibited from:

(a) using affiliate links, banners or codes on websites containing pornography, violence, discriminatory content (based on religion, nationality, sexual orientation, ethnicity, etc.), incitement to hatred or illegal activities;
(b) using automated software or systems (bots, click farms, artificially generated traffic) to produce fake clicks, visits or orders;
(c) inserting misleading links, false promises or untruthful claims about Minnelea products;
(d) carrying out email marketing campaigns that do not comply with the GDPR (e.g. sending to lists without consent, no sender identification, no unsubscribe option);
(e) purchasing advertising campaigns on keywords matching the "Minnelea" trademark or its variations, except with prior written authorisation;
(f) presenting themselves as an employee, agent or representative of Minnelea;
(g) transferring their Affiliate Code or access credentials to third parties.

8.3 In case of breach of one of the obligations of this article, Minnelea has the right to immediately close the Affiliate's account, without notice, and not to recognise any Commissions accrued in the periods subject to the breach, without prejudice to the possibility of taking legal action for damages.

Article 9 — Limitation of liability

9.1 Minnelea is not liable for malfunctions of the Site, the reserved area, the tracking systems or third-party services (e.g. Google Analytics, Shopify, PayPal) that may temporarily affect the detection of Qualified Sales or the payment of Commissions, except in cases of wilful misconduct or gross negligence.

9.2 Within the limits permitted by law, Minnelea's liability towards the Affiliate on any grounds is in any case limited to the amount of Commissions actually accrued and not yet paid at the time of the harmful event.

9.3 The Affiliate indemnifies and holds Minnelea harmless from any claim, request for compensation or sanction arising from uses of the Programme in breach of this Agreement or applicable legislation.

Article 10 — Processing of personal data

10.1 The processing of the Affiliate's personal data takes place as described in Minnelea's Privacy Policy, in compliance with Regulation (EU) 2016/679 (GDPR) and Italian Legislative Decree 196/2003.

10.2 The Affiliate, where they process personal data of third parties (e.g. subscribers to their own promotional newsletter) within the scope of the affiliate activity, is the autonomous Data Controller and undertakes to operate in compliance with the GDPR, releasing Minnelea from any liability in this regard.

Article 11 — Assignment and amendments

11.1 This Agreement may not be assigned to third parties by the Affiliate without the prior written consent of Minnelea.

11.2 Minnelea reserves the right to amend this Agreement at any time. Amendments will be published on the Site and communicated to Affiliates by email at the address provided at registration, with at least 30 days' notice. The Affiliate who does not wish to accept the amendments may withdraw from the Agreement within that period, retaining the right to payment of accrued Commissions.

Article 12 — Term, withdrawal and termination

12.1 This Agreement is for an indefinite term and starts from the date of acceptance by the Affiliate.

12.2 Each Party may withdraw from the Agreement at any time, with 30 days' notice sent by email. In the event of withdrawal, the Affiliate shall be paid the Commissions accrued up to the effective date of the withdrawal, in accordance with the methods set out in Article 5.

12.3 Minnelea has the right to terminate the Agreement with immediate effect, pursuant to Article 1456 of the Italian Civil Code, in the event of a breach by the Affiliate of any of Articles 4, 7 and 8 of this Agreement.

Article 13 — Applicable law and competent court

13.1 This Agreement is governed by Italian law.

13.2 For any dispute arising from the interpretation, execution or termination of this Agreement, the Parties shall attempt an amicable solution. Failing this, the Court of Vallo della Lucania (SA) shall have exclusive jurisdiction, without prejudice to the different mandatory jurisdiction provided for by law for the protection of consumers.

Article 14 — Final provisions

14.1 The possible invalidity, illegality or unenforceability of a clause of this Agreement shall not entail the invalidity of the remaining clauses, which shall continue to be fully effective.

14.2 This Agreement constitutes the entire agreement between the Parties on the subject matter and supersedes any previous understanding, whether written or verbal.

Last modified: 1 May 2026