1.1 Identification of the Supplier

The services offered through the website b2bfinewines.com (hereinafter, the "Platform") and the "B2B Fine Wines" brand are provided by:

1.2 Definitions

For the purposes of these Terms and Conditions, the following definitions apply:

• “Supplier” or “B2B Fine Wines”: Immobiliare Ma.Ga. S.r.l., as identified above.
• “Platform”: the website b2bfinewines.com and all digital services connected to it, including wallets, dashboards, trading tools, and restricted areas.
• “Customer” or “User”: any person with a VAT number who subscribes to access the services of the Platform.
• Liv-Ex: London International Vintners Exchange, the international exchange for fine wines based in London, where B2B Fine Wines operates as an authorized broker.
• “Wine Wallet”: the digital wallet associated with the Customer's account, containing the balance, transaction history, and wine portfolio.
• “Subscription”: the service contract signed by the Customer to access the Platform's features.
• “Services”: the set of features offered by the Platform, including access to the Liv-Ex marketplace, brokerage services, Wine Wallet, market analysis, financial dashboards, and portfolio management tools.

2.1 B2B nature of the service

The Platform is intended exclusively for professional operators in the wine sector, including wine shops, importers, distributors, and restaurants, who have a valid VAT number. Access to the services is not permitted to private consumers.

Upon registration, the Customer declares and guarantees that they are acting in the exercise of their professional activity and that they meet all the legal requirements necessary to operate in the wine trade sector.

2.2 Description of services

B2B Fine Wines, Liv-Ex's first broker in Italy, offers Italian wine professionals direct access to the London International Vintners Exchange. Services include:

• Direct access to the Liv-Ex marketplace for buying and selling fine wines.
• Professional brokerage and intermediation services in transactions.
• Wine Wallet: digital wallet for managing your balance, transactions, and wine portfolio.
• Financial dashboards with real-time market data, Liv-Ex indices, and analysis tools.
• Advanced search and filtering tools based on LWIN codes.
• Dedicated support and professional advice on the fine wine market.

2.3 Acceptance of Terms

Use of the Platform and Services implies full and unreserved acceptance of these Terms. The Supplier reserves the right to modify them at any time, with notification via email and/or notice on the Platform with at least 15 days' notice. Continued use of the Services after notification of the changes constitutes acceptance of the same.

3.1 Registration procedure

To access the Services, the Customer must complete the registration procedure using the dedicated form (managed via Typeform), providing true, complete, and up-to-date information, including: company name and legal form, VAT number and tax code, details of the legal representative, addresses, contact details, and any additional information requested for verification purposes.

3.2 Subscription

Access to the Services is subject to the purchase of a paid Subscription via Stripe, in accordance with the terms and conditions published on the Platform. The Subscription is finalized upon completion of payment and approval of registration by the Provider, who reserves the right to refuse registration at its sole discretion.

3.3 Duration and renewal

The Subscription has the duration indicated at the time of subscription and is automatically renewed upon expiry for periods of equal duration. Customers who wish to cancel must send written notice via certified email to villasostaga.gseresina@pec.it with at least 30 days' notice prior to expiry. In the absence of cancellation, the Subscription will be automatically renewed.

3.4 Customer Obligations

• Provide truthful and up-to-date information during registration and throughout the duration of the contractual relationship.
• Keep your login credentials confidential and do not share them with third parties.
• Use the Platform and Services in compliance with applicable law and these Terms.
• Do not use the Platform for illegal or fraudulent purposes or in violation of the rights of third parties.
• Promptly notify the Supplier of any changes to your details.
• Do not attempt to access unauthorized data or areas of the Platform.

4.1 Prices

All prices quoted on the Platform are exclusive of VAT, unless otherwise specified. Wine prices traded through Liv-Ex are quoted in the currencies used by the exchange and may be subject to market fluctuations.

4.2 Payment methods

• Stripe (credit/debit cards and Stripe Connect).
• PayPal.
• Revolut.
• Bank transfer, where expressly agreed.

Credit card details are never stored on the Supplier's servers. All card transactions are handled by payment gateways (Stripe, PayPal) in accordance with PCI-DSS standards.

4.3 Billing

For each payment received, the Supplier will issue a regular electronic invoice in accordance with current Italian tax regulations, through the Exchange System (SDI), made available in the Customer's reserved area.

4.4 Non-payment

In the event of non-payment, the Supplier reserves the right to suspend access to the Services with immediate effect, apply interest on arrears in accordance with Legislative Decree 231/2002, and proceed with the recovery of the amounts due through legal channels.

5.1 How the Wine Wallet works

The Wine Wallet is a digital tool for managing your balance, transaction history, and monitoring your wine portfolio. It does not constitute a payment account within the meaning of Directive (EU) 2015/2366 (PSD2) and is not comparable to a regulated banking or financial service.

5.2 Trading operations

Purchases and sales take place on the Liv-Ex market, where B2B Fine Wines acts as a broker and authorized intermediary. The Customer acknowledges that:

• Transactions are subject to Liv-Ex rules and terms.
• Wine prices are determined by the market and may vary at any time.
• The execution of transactions depends on market liquidity and availability.
• B2B Fine Wines does not guarantee the execution of any transaction or a specific economic result.

5.3 Fees

The fees applicable to trading transactions are indicated in the dedicated section of the Platform and may vary depending on the type of transaction, volume, and subscription plan. The Supplier reserves the right to change them with 15 days' notice.

The physical delivery of wines is handled by specialized third-party logistics operators. B2B Fine Wines does not deliver products directly and assumes no direct responsibility for:

• Delays in delivery attributable to the carrier or to force majeure.
• Damage to products occurring during transport, without prejudice to the Customer's right to file a complaint with the carrier.
• Customs duties or additional taxes applicable depending on the destination of the goods.

The estimated delivery times are indicative and do not constitute an essential term pursuant to Article 1457 of the Civil Code.

As this is an exclusively B2B service, the provisions on the right of withdrawal provided for in the Consumer Code (Legislative Decree 206/2005) do not apply. Returns of purchased products are not permitted, except in the following exceptional cases:

• Product delivered does not match what was ordered (shipping error).
• Product clearly damaged or deteriorated upon delivery.
• Hidden defect ascertained in accordance with Liv-Ex procedures.

In such cases, the Customer must notify the complaint in writing within 48 hours of delivery, with photographic documentation of the defect. The Supplier will assess the complaint and, if justified, will replace the product or issue a refund. Withdrawal from the Subscription is governed by Art. 3.3.

All content on the Platform—including text, graphics, logos, trademarks, images, software, source code, databases, site structure, and design—is the exclusive property of the Supplier or its respective owners and is protected by Italian and international intellectual and industrial property laws.

The "B2B Fine Wines" trademark is owned by Immobiliare Ma.Ga. S.r.l. The "Liv-Ex" trademark is owned by Liv-ex Limited. Any reproduction, distribution, modification, systematic extraction of data, reverse engineering, or unauthorized use is prohibited without the prior written consent of the Supplier.

9.1 General exclusions

To the extent permitted by law, the Supplier shall not be liable for:

• Damages resulting from fluctuations in the fine wine market, price changes, loss of investment value, or loss of earnings.
• Interruptions or malfunctions of the Platform due to force majeure, maintenance, third-party technical failures, or cyber attacks.
• Damages resulting from delays, errors, or omissions in deliveries attributable to logistics carriers.
• Damages resulting from improper use of the Platform or violation of these Terms.
• Investment decisions made by the Client based on the data available on the Platform.

9.2 Quantitative limitation

The Supplier's total liability shall in no case exceed the amount paid by the Customer for the Subscription in the 12 months preceding the event giving rise to the liability.

9.3 Insurance

The Supplier declares that it has taken out adequate insurance coverage for professional civil liability related to the performance of its activities.

9.4 Investment Disclaimer

The market data, Liv-Ex indices, analyses, and information provided via the Platform are for informational purposes only and do not constitute financial advice, investment recommendations, or solicitations to buy or sell financial products. The Customer is solely responsible for their own purchasing and investment decisions.

10.1 Suspension

The Supplier reserves the right to suspend the Customer's access, with or without notice, in the following cases: violation of the Terms or applicable legislation, non-payment, fraudulent or unlawful use of the Platform, security or maintenance reasons, request from judicial or administrative authorities.

10.2 Termination

Each party may terminate the contract by written notice via certified email in the event of serious breach, after giving 15 days' notice to comply (Article 1454 of the Italian Civil Code). The Supplier may terminate the contract with immediate effect in the event of fraud, money laundering, or illegal activities, cessation of the Customer's professional activity, or the opening of insolvency proceedings.

10.3 Effects of termination

In the event of termination, the Supplier will close the account and refund any remaining funds in the Wine Wallet, net of accrued commissions and amounts due, within 30 business days from the date of termination.

All communications between the parties must be in writing and sent to the following addresses:

Communications sent via certified email (PEC) are considered received at the time of delivery, as certified by the delivery receipt (RAC).

Neither party shall be liable for failure to perform its obligations if such failure is due to force majeure: unforeseeable, unavoidable events beyond the reasonable control of the party, including natural disasters, pandemics, wars, terrorist acts, strikes, government measures, telecommunications infrastructure failures, cyber attacks, and interruptions to essential third-party services.

The affected party must notify the other party within 5 working days. If the event lasts for more than 90 days, each party shall have the right to terminate the contract without penalty.

These Terms are governed by Italian law. For anything not expressly provided for herein, the provisions of the Italian Civil Code and current legislation on electronic commerce (Legislative Decree 70/2003) and personal data protection (EU Regulation 2016/679 — GDPR) shall apply.

Any dispute arising from the interpretation, execution, or termination of these Terms shall be subject to the exclusive jurisdiction of the Court of Milan.

14.1 Entire agreement

These Terms, together with the Privacy Policy and Cookie Policy published on the Platform, constitute the entire agreement between the parties and supersede any prior understanding, agreement, or oral or written communication.

14.2 Safeguard clause

If one or more provisions are deemed invalid or unenforceable by a competent judicial authority, the remaining provisions shall remain fully valid and effective.

14.3 Transfer

The Customer may not assign its rights and obligations to third parties without the prior written consent of the Supplier. The Supplier reserves the right to assign the contract to companies within the group or to third parties in the event of extraordinary transactions, notifying the Customer thereof.

14.4 Waiver

Failure to exercise or delay in exercising any right provided for in these Terms shall not constitute a waiver of such right or remedy.