Affiliate Programme Terms and Conditions

Neoderma Amsterdam B.V.

Version 2.0 — effective 30 September 2026. These Terms replace the Affiliate Program Terms & Conditions dated 23 November 2022.

Article 1 – Parties and scope

1.1 The Neoderma Affiliate Programme (the "Programme") is operated by Neoderma Amsterdam B.V., Herengracht 280, 1016 BX Amsterdam, the Netherlands, registered with the Chamber of Commerce under number 69831750 ("Neoderma"). These Terms govern participation in the Programme and form a binding agreement between Neoderma and each Affiliate.

1.2 The Programme rewards sales of Products made exclusively on neoderma.eu, the online store operated by Neoderma for customers in the Netherlands, Belgium, Luxembourg and Cyprus (the "Store").

1.3 The Programme does not cover, and no Commission is payable for, sales made on neoderma.com or on any other website, store, marketplace or channel, whether or not operated by a company affiliated with Neoderma, and whether or not the customer initially clicked an Affiliate Link. Where a customer who has clicked an Affiliate Link is redirected to neoderma.com, or chooses to purchase there, no Commission arises.

1.4 Affiliates registered under the terms of 23 November 2022 continue in the Programme under these Terms from the effective date unless they terminate in accordance with Article 8. Commission accrued before the effective date is settled under the previous terms.

Article 2 – Definitions

"Affiliate" means the natural person acting in a professional capacity, or the legal entity, admitted to the Programme.

"Affiliate Account" means the Affiliate's account on the Programme Website.

"Affiliate Channels" means the website(s) and social media account(s) registered in the Affiliate Account and approved by Neoderma.

"Affiliate Link" means the tracking link or code assigned to the Affiliate, which directs to the Store.

"Affiliate Advertisement" means any content published by the Affiliate that promotes Products or contains an Affiliate Link.

"Attribution Period" means the period of 30 days after a Customer clicks an Affiliate Link during which a purchase on the Store may be attributed to the Affiliate.

"Brand Assets" means the Neoderma trade marks, logos, product images, texts, videos and other materials made available to the Affiliate through the Dashboard.

"Commission" means the remuneration payable to the Affiliate for a Qualifying Sale.

"Customer" means a person who purchases Products on the Store.

"Dashboard" means the reporting interface of the Affiliate Account.

"Net Sales Value" means the amount paid by the Customer for Products in a Qualifying Sale on the Store, excluding VAT, shipping and handling charges, discounts and the value of any Products subsequently cancelled, returned or refunded.

"Products" means the products offered for sale on the Store.

"Programme Website" means affiliates.neoderma.com.

"Qualifying Sale" means a sale on the Store meeting the conditions of Article 6.1.

"Store" means neoderma.eu.

"Tracking Cookie" means the cookie or equivalent identifier placed on the Customer's device when the Customer clicks an Affiliate Link.

Article 3 – Registration and admission

3.1 Participation is open to natural persons aged 18 or over acting in the course of a trade, business or profession, and to legal entities. The Affiliate provides complete and accurate registration details and keeps them up to date. One Affiliate Account per Affiliate.

3.2 Applications are made through the Programme Website. Admission takes effect when Neoderma confirms it by e-mail. Neoderma may refuse an application at any time without giving reasons.

3.3 Neoderma refuses, and may subsequently remove, Affiliate Channels that: (a) contain or link to sexual or pornographic content, violence, hate speech or discrimination; (b) contain or facilitate unlawful content or activities; (c) infringe intellectual property or other rights of third parties; (d) contain misleading content or make medical, therapeutic or other unsubstantiated claims about cosmetic products; (e) use "Neoderma" or any confusingly similar term in a domain name, username, handle or page name; (f) operate as discount-code, coupon, cashback or loyalty platforms without Neoderma's prior written approval; (g) are directed at minors; or (h) are in Neoderma's judgement incompatible with the reputation of the brand.

3.4 The Affiliate Account is personal and may not be transferred, sold or shared. The Affiliate keeps its access credentials confidential and is responsible for all activity under the account.

Article 4 – Use of Brand Assets and conduct

4.1 For the duration of participation, Neoderma grants the Affiliate a non-exclusive, non-transferable, revocable licence to use the Brand Assets made available through the Dashboard, unaltered and solely to promote Products of the Store on the Affiliate Channels.

4.2 The Affiliate follows Neoderma's brand guidelines and instructions on the use of Brand Assets and implements changes requested by Neoderma within 48 hours.

4.3 All intellectual property rights in the Brand Assets, the Products and the Store remain the exclusive property of Neoderma, its affiliated companies and its licensors. The Affiliate does not register or use any trade mark, domain name, username or handle that contains or resembles a Neoderma trade mark.

4.4 The Affiliate does not bid on Neoderma trade marks, product names or misspellings of them as keywords in search or advertising platforms, and does not direct paid traffic to the Store or to any other Neoderma website.

4.5 Affiliate Links direct exclusively to the Store. The Affiliate does not link to neoderma.com or to any other Neoderma website in connection with the Programme, and directs its promotional activities at audiences in the Netherlands, Belgium, Luxembourg and Cyprus, being the countries served by the Store.

4.6 The Affiliate Channels must make clear that they are not operated by Neoderma and that Products are sold by the Store, not by the Affiliate.

4.7 Every Affiliate Advertisement discloses the commercial relationship with Neoderma clearly, conspicuously and before any truncation ("more"), in the form required by the law and advertising codes applicable to the Affiliate's audience, including the Dutch Advertising Code for Social Media & Influencer Marketing and the equivalent codes in Belgium, Luxembourg and Cyprus. Generic hashtags placed at the end of a caption do not satisfy this requirement.

4.8 The Affiliate describes Products only in accordance with Neoderma's official product information. The Affiliate makes no medical, therapeutic or health claims, no claims of efficacy beyond those published by Neoderma, and no misleading before-and-after representations. Prices and availability stated by the Affiliate must correspond to the Store at all times.

4.9 The Affiliate does not: (a) purchase Products through its own Affiliate Link, directly or indirectly; (b) promote by unsolicited electronic communications (e-mail, text or direct messages); (c) promote where prohibited by law; (d) promote through channels other than the registered Affiliate Channels; (e) sell or transfer an Affiliate Channel without prior notice to Neoderma; (f) use cookie stuffing, redirects, software or any other means to obtain attribution without a genuine click by a Customer; (g) display the Store within frames, iframes, pop-ups, pop-unders or overlays; (h) modify Affiliate Links or add parameters to them; (i) create, distribute or publish discount codes not issued to it by Neoderma, or publish codes on coupon or deal aggregators; (j) offer Customers cashback, rewards or other incentives for purchasing without Neoderma's prior written approval; (k) publish false reviews, fake scarcity or other misleading urgency; (l) generate traffic through bots, click farms or fake accounts; (m) target minors; (n) disparage Neoderma or its products; or (o) present itself as an agent, employee or representative of Neoderma.

4.10 On request, the Affiliate provides Neoderma with access to or evidence of its promotional activities. The Affiliate removes or amends any content within 48 hours of Neoderma's request. If a third party alleges that content on an Affiliate Channel infringes its rights, the Affiliate removes the content immediately and notifies legal@neoderma.com.

4.11 The Affiliate complies with all laws applicable to its activities and is solely responsible for its own tax, social security and regulatory obligations.

Article 5 – Tracking and attribution

5.1 When a Customer clicks an Affiliate Link, a Tracking Cookie is placed on the Customer's device, subject to the Customer's consent under the cookie banner of the Store. The Tracking Cookie remains valid for the Attribution Period.

5.2 Attribution follows the last-click principle: a sale on the Store is attributed to the marketing channel or Affiliate whose link the Customer clicked last before purchasing. A later click on another affiliate's link, or on Neoderma's own paid, e-mail or other channels, overrides earlier attribution.

5.3 Tracking operates on the Store only. No attribution and no Commission arise for any purchase made on neoderma.com or on any other website, including where the Customer was redirected there from the Store or reached it after clicking an Affiliate Link.

5.4 No Commission arises where the Customer has not consented to the Tracking Cookie, has deleted or blocked cookies, uses a device or browser on which tracking is not possible, or completes the purchase outside the Attribution Period. Neoderma is not liable for Commission lost as a result of tracking limitations.

5.5 The data recorded in the Dashboard is binding on both parties as to clicks, conversions, Net Sales Value and Commission, save in the case of manifest error.

Article 6 – Commission

6.1 A sale is a Qualifying Sale when all of the following conditions are met: (a) the sale was made on the Store; (b) the Customer reached the Store through the Affiliate Link and purchased within the Attribution Period; (c) the order was completed and paid in full and the payment is irreversible; (d) the order was not cancelled, and the Products were not returned or refunded and the payment not charged back, within the 14-day withdrawal period under the Store's General Terms and Conditions; (e) the sale was not generated in breach of these Terms; and (f) the sale is not fraudulent in Neoderma's reasonable judgement.

6.2 Commission is calculated as the percentage of the Net Sales Value stated in the Dashboard at the time of the Customer's click. Neoderma may change Commission rates prospectively by notice in the Dashboard or by e-mail with 14 days' notice; the change applies to clicks after the notice period.

6.3 No Commission is payable on: (a) sales made on neoderma.com or on any website other than the Store; (b) orders placed by the Affiliate, its employees or household, or by Neoderma personnel; (c) professional or wholesale orders; (d) gift cards; or (e) orders placed with discount codes not issued to the Affiliate by Neoderma.

6.4 If the Affiliate breaches these Terms, Neoderma may withhold Commission accrued during the breach and for 14 days after its remedy. Commission generated by fraud, self-purchase or prohibited practices is forfeited and, if already paid, repayable.

Article 7 – Payment

7.1 Commission becomes final once the 14-day withdrawal period applicable to the sale has expired without cancellation, return, refund or chargeback.

7.2 Commission that became final in a calendar month is paid within 30 days after the end of that month, provided the Affiliate's final balance reaches the minimum payout of EUR 50. Balances below the minimum are carried forward.

7.3 Commission is calculated and paid in euros.

7.4 Payment is made by the methods offered in the Affiliate Account. Transaction and currency-conversion costs are borne by the Affiliate. The Affiliate is responsible for the accuracy of its payment details; Neoderma is not liable for payments made to details supplied by the Affiliate.

7.5 Commission amounts are exclusive of VAT. Neoderma issues a monthly Commission statement through the Dashboard, which serves as the basis for settlement. Affiliates registered for VAT indicate this and their VAT number in their Affiliate Account and are responsible for correct VAT treatment. The Affiliate is solely responsible for all taxes on Commission.

7.6 Objections to a Commission statement must be raised by e-mail to affiliates@neoderma.com within 30 days of its issue; otherwise the statement is deemed accepted.

7.7 Neoderma may set off any amount owed by the Affiliate against Commission due.

Article 8 – Term and termination

8.1 The agreement runs for an indefinite period. Either party may terminate it at any time by e-mail, with immediate effect. The Affiliate terminates by writing to affiliates@neoderma.com.

8.2 Neoderma may suspend the Affiliate Account pending investigation of a suspected breach, and may terminate with immediate effect in the event of breach of these Terms, in particular Articles 3.3, 4.5, 4.7, 4.8 and 4.9.

8.3 Neoderma may close an Affiliate Account that has generated no Qualifying Sale for 12 consecutive months.

8.4 On termination: the Affiliate Link is deactivated; the Affiliate ceases all use of Brand Assets and removes them and all Affiliate Links from the Affiliate Channels within 5 days; Commission on Qualifying Sales completed before the termination date is paid in accordance with Article 7; no Commission is payable on sales after the termination date; and the Affiliate has no claim to compensation or damages by reason of the termination. In the event of termination for breach under Article 8.2, unpaid Commission is forfeited.

Article 9 – Liability and indemnity

9.1 The Affiliate warrants that its Affiliate Channels and Affiliate Advertisements comply with these Terms and applicable law, and indemnifies Neoderma against all claims, damages, fines and costs arising from any breach of that warranty or of these Terms.

9.2 Neoderma provides the Programme, the Programme Website, tracking and the Dashboard as available. Except in the case of intent or gross negligence, Neoderma is not liable for any loss arising from the Programme, including interruptions, tracking failures, changes to the Programme or the Store, or loss of Commission. Where liability cannot be excluded, it is limited to the Commission paid to the Affiliate in the three months preceding the event.

9.3 The Affiliate is an independent contractor. Nothing in these Terms creates an agency, employment, partnership or joint venture, and the Affiliate has no authority to bind Neoderma.

Article 10 – Data protection

10.1 Neoderma is the controller of personal data collected through the Tracking Cookie and on the Store. The Affiliate is the controller of personal data collected through its Affiliate Channels. The parties are not joint controllers.

10.2 Neoderma does not disclose Customers' personal data to the Affiliate. The Dashboard shows order data limited to order number, date, country, Net Sales Value and Commission.

10.3 The Affiliate complies with the General Data Protection Regulation, the Dutch GDPR Implementation Act and the e-privacy and telecommunications laws applicable to its channels, including consent requirements for cookies and tracking on its own websites, and indemnifies Neoderma against liability arising from its non-compliance.

10.4 Neoderma processes the Affiliate's personal data to administer the Programme, pay Commission and meet its legal obligations, in accordance with its privacy policy at neoderma.eu/policies/privacy-policy. Payment and accounting records are retained for seven years under Article 52 of the Dutch General Tax Act.

Article 11 – Confidentiality

The Affiliate treats as confidential all non-public information received from Neoderma in connection with the Programme, including Commission rates, campaign plans, sales data, prices and customer information, uses it solely for the Programme, restricts access to persons who need it, protects it against unauthorised access, and returns or destroys it on request. This obligation survives termination for three years; the obligation regarding customer information survives indefinitely.

Article 12 – Amendments

Neoderma may amend these Terms by notice in the Dashboard or by e-mail. Amendments take effect 14 days after notice. An Affiliate who does not accept an amendment may terminate under Article 8.1 before that date; continued participation after that date constitutes acceptance.

Article 13 – General

13.1 The Affiliate may not assign its rights or obligations under these Terms. Neoderma may assign them to an affiliated company on notice.

13.2 If any provision is invalid or unenforceable, the remainder stays in force and the provision is replaced by a valid one approximating its purpose.

13.3 These Terms, together with the Programme Website and the Dashboard, constitute the entire agreement regarding the Programme. Notices are given by e-mail to the address in the Affiliate Account and to affiliates@neoderma.com.

Article 14 – Governing law and jurisdiction

14.1 These Terms are governed by Dutch law.

14.2 The competent court in Amsterdam, the Netherlands, has exclusive jurisdiction over disputes arising from or in connection with these Terms, without prejudice to mandatory provisions of law granting a different forum.

Contact: affiliates@neoderma.com