GTC

General Terms and Conditions for Contractual Partners

Preamble

We welcome you as a new commercial contractual partner (hereinafter: sales partner) and wish you the best possible success in your work as an independent sales partner of SimplyHealth24 GmbH, Am Kickenberg 2, 57368 Lennestadt, represented by its managing director Mr. Josef Püttmann, resident there (hereinafter: SimplyHealth24) and, above all, much pleasure in the sale of our goods. In the sale of our goods and contact with other people, our focus is always on consumer friendliness and safety, seriousness, fair cooperation with each other and in the entire environment of the social selling community, network marketing, party sales or other direct sales, as well as compliance with the law and common decency.

We would therefore ask you to read the following ethical rules very carefully, as well as our General Terms and Conditions for Contractual Partners, and to make them your daily guiding principles for the performance of your work.

Ethical rules for dealing with consumers

• Our sales partners advise their customers and prospective customers honestly and sincerely and clarify any misunderstandings about goods, the business opportunity or other statements during a consultation.
• In online contact or personal and telephone contact with customers and interested parties, the sales partners shall introduce themselves truthfully and without being asked at the beginning of the sales and/or distribution conversation by name and as a SimplyHealth24 sales partner also on the online marketing documents used. They also disclose the business purpose of their contact at the beginning of the contact and make it clear which goods are to be offered.
• At the customer’s or prospective customer’s request, (continued) online communication or a sales call is dispensed with, online communication or the call is postponed or an online communication or a call that has been started is terminated in a friendly manner.
• Sales partners never behave in an intrusive manner. In particular, visits, online communications, other electronic communications and telephone contacts must take place at appropriate times, unless the customer has expressly requested otherwise. The sales partners shall only call or contact a consumer (including via electronic media) for advertising purposes with the consumer’s prior express consent. The caller’s telephone number must be transmitted in the event of a call.
• During a customer contact, the sales partner informs the consumer about all points concerning the goods offered and – at the consumer’s request – the sales opportunity.
• All information on the goods must be comprehensive and truthful. A sales partner is prohibited from making misleading statements or even promises in any form about the goods.
• A sales partner may not make any claims about goods, their prices or contractual conditions unless these have been approved by SimplyHealth24.
• Distributors will only refer to testimonials, test results or other persons for business purposes to the consumer if they are authorized by both the referrer and SimplyHealth24, they must be accurate and not outdated. Letters of recommendation, tests and personal references must also always be related to the intended purpose.
• The consumer is not induced to purchase products by dubious and/or misleading promises, nor by promises of special benefits, if these benefits are linked to future, uncertain successes. The sales partners shall refrain from doing anything that could lead the consumer to accept the offer made solely in order to do the provider a personal favor, to end an unwanted conversation or to enjoy a benefit that is not the subject of the offer or to show gratitude for the granting of such a benefit.
• A sales partner may not make any disclosures with regard to his/her remuneration or the potential remuneration of other sales partners. Furthermore, a sales partner may not guarantee or promise any remuneration or otherwise raise expectations.
• Sales partners are considerate of commercially inexperienced persons and under no circumstances take advantage of their age, illness or limited ability to understand in order to induce them to conclude a contract.
• In the case of contacts with so-called socially disadvantaged or foreign-language population groups, the sales partners shall take due account of their financial capacity and their ability to understand and understand the language and, in particular, shall refrain from doing anything that could cause members of such groups to place orders that do not correspond to their circumstances.

Ethical rules for dealing with sales partners

• Sales partners always treat each other fairly and respectfully. The above also applies to dealings with sales partners of other competitors or other network marketing companies, party sales companies or other direct sales companies.
• New sales partners are informed truthfully about their rights and obligations. Information on possible sales and acquisition opportunities should be omitted.
• No verbal assurances may be made regarding SimplyHealth24’s goods and services.
• Sales partners are not permitted to persuade other sales partners to change sponsors within SimplyHealth24.
• The obligations of the following General Terms and Conditions for Contractual Partners must also be complied with at all times as ethical rules.

Ethical rules for dealing with other companies

• SimplyHealth24’s sales partners always behave fairly and honestly towards other competitors or other companies in the network marketing sector, party sales or other direct sales.
• Systematic poaching of sales partners from other companies is prohibited.
• Disparaging, misleading or unfair comparative statements about goods or distribution systems of other companies are prohibited.

§ 1 Scope of application

(1) The following General Terms and Conditions of Contract are an integral part of every contract between SimplyHealth24 GmbH, Am Kickenberg 2, 57368 Lennestadt, represented by its managing director Mr. Josef Püttmann, and the independent and autonomous contractual partner (hereinafter: sales partner). It should form the basis of a collaborative, fair and successful business relationship.

(2) SimplyHealth24 provides its services exclusively on the basis of these terms and conditions.

§ 2 Subject matter of the contract

(1) SimplyHealth24 is a company that uses a social selling concept to manufacture and sell climate-positive cosmetics and nutritional supplements as well as other health and lifestyle products (hereinafter: goods). The sales partner shall resell and/or broker the goods for SimplyHealth24 as a reseller to end customers (but not to commercial resellers) at his/her discretion, so that the provision of the resale and/or brokerage of the goods forms the basis of a sales partner’s business. For this activity, it is not necessary for the sales partner to incur financial expenses over and above the annual service fee to be paid (see § 6), to purchase/acquire a minimum number of goods or other services from SimplyHealth24 or for the sales partner to recruit other sales partners. All that is required is registration. For his/her activity as a reseller, the sales partner receives the corresponding margin, which results from the purchase and sales price per successful sale of goods. The sales partner shall receive a corresponding direct brokerage commission for each successful brokerage of goods.

(2) In addition, there is the possibility, but not the obligation, to recruit other sales partners. For this activity, the recruiting sales partner receives a corresponding commission on the product turnover of the recruited sales partner if the required qualification is achieved. However, no commission is expressly paid for advertising. The commission, as well as the method of payment, is based on the career plan in force at the time.

(3) Upon successful registration, SimplyHealth24 shall provide the sales partner with a free online back office and, on request, a replica website subject to a charge together with a connected online store system including a right of use within the meaning of § 6 (1). The free back office enables the sales partner to always have an up-to-date and comprehensive overview of their brokered sales, commission claims, invoices, as well as sales partner and downline developments.

§ 3 General requirements for the conclusion of the contract

(1) A contract may be concluded with corporations, partnerships or natural persons who have reached the age of 18 and are entrepreneurs in possession of a trade license (e.g. trade license). It is not possible for consumers to conclude a contract. Only one sales partner application is accepted per natural person, partnership (e.g. GbR, OHG, KG) and corporation (e.g. AG, GmbH, Ltd.), just as a natural person is not entitled to register additionally as a partner in a partnership or corporation or otherwise indirectly more than once.

(2) If a corporation submits a sales partner application, a copy of the corresponding extract from the commercial register regarding the registration as well as the VAT identification number and, if not available, the tax number must be submitted. All partners and, if applicable, the partners of the partners, provided that one partner is also a corporation or a partnership, must be named, be at least 18 years old and sign the application. The shareholders are each personally liable to SimplyHealth24 for the conduct of the corporation.

(3) In the case of partnerships, a copy of the relevant extract from the commercial register regarding registration and the VAT identification number must be submitted, if available. All partners and, if applicable, the partners of the partners, provided that one partner is also a corporation or a partnership, must be named, be at least 18 years old and sign the application. The partners are each personally liable to SimplyHealth24 for the conduct of the partnership.

(4) Insofar as order or contract forms are used, these shall be deemed an integral part of the contract.

(5) The Sales Partner may make use of a free online back office and, on request, a fee-based replica website and connected online store system for the commencement of its activities. The free back office enables the sales partner to always have an up-to-date and comprehensive overview of their brokered sales, commission claims, invoices, as well as sales partner and downline developments.

§ 4 Status of the sales partner as an entrepreneur

(1) The sales partner acts as an independent and autonomous entrepreneur. The parties agree that the sales partner initially works on a part-time basis. He is neither an employee nor a commercial agent, franchisee or broker of SimplyHealth24. There are no sales targets, acceptance or other activity obligations. With the exception of contractual obligations, the sales partner is not subject to any instructions from SimplyHealth24 and bears the full entrepreneurial risk of his/her business activities, including the obligation to bear all business costs. The Sales Partner shall set up and operate its business – to the extent necessary – in the manner of a prudent businessperson, including – to the extent necessary – the operation of its own offices or a workplace managed in the manner of a prudent businessperson.

(2) As a self-employed entrepreneur, the sales partner shall be responsible for compliance with the relevant statutory provisions, including tax and social security requirements (e.g. obtaining a VAT identification number or registering their employees for social security). The sales partner shall obtain and maintain all necessary registrations, approvals or permits in good time.

§ 5 Non-competition clause / enticement

(1) The sales partner is permitted to sell goods and/or services for other companies, including marketing companies, party sales companies or other direct sales companies, even if they are competitors.

(2) Notwithstanding the permission formulated in paragraph 1, the sales partner is not permitted to distribute products or services of other companies, as well as advertising materials and comparable content, to other SimplyHealth24 sales partners for the operation of the SimplyHealth24 business.

(3) If the Sales Partner works simultaneously for several companies, including network marketing companies, party sales companies or other direct sales companies, he/she undertakes to organize the respective activity (together with his/her respective downline) in such a way that there is no connection or mixing with his/her activity for the other company. In particular, the sales partner may not offer products other than SimplyHealth24 at the same time, in the same place or in the immediate vicinity or on the same website, Facebook page, other social media platform or Internet platform.

(4) In addition, the sales partner is expressly prohibited from soliciting SimplyHealth24 sales partners for the sale of other products.

(5) By concluding a sales partner agreement, the sales partner is also prohibited from violating other sales partner agreements or other sales agreements that he/she has concluded with other companies and whose clauses are still in effect.

§ 6 Secrecy

The sales partner must maintain absolute confidentiality regarding SimplyHealth24’s business and trade secrets and its structure. SimplyHealth24’s business and trade secrets and property rights also include, in particular, customer data, price calculations and other data on the economic circumstances and relationships of SimplyHealth24, its subsidiaries, shareholdings or other companies affiliated with it, as well as the software provided and its applications. The sales partner undertakes not to pass this information on to third parties, either in whole or in part, nor to use it or make it accessible to third parties outside the performance of contractual obligations. This confidentiality obligation shall also apply beyond the termination of the contractual relationship.

§ 7 Advertising / use of marketing materials

(1) The sales partner is obliged to comply with the statutory provisions and the rules of SimplyHealth24 in all advertising activities and customer approaches.

(2) The sales partner may only use the advertising and information material provided by SimplyHealth24. The production and distribution of own websites (SimplyHealth24 will provide the sales partners with a replica website on request, on which the goods may be sold), sales documents, sales concepts, newspaper or magazine advertisements, own product brochures, video content, television advertising, audio content, the creation of own internet presences, including professional social media business presences or other independently created sales or advertising material is only permitted with the prior express written or e-mail consent of SimplyHealth24, which is at SimplyHealth24’s sole discretion. The corresponding request to obtain consent must be sent by e-mail to kontakt@simplyhealth24.de.

(3) It is prohibited to operate a website, an internet portal, a social media presence or any other online application with several sales partners.

(4) In the event that the sales partner advertises SimplyHealth24’s goods in other Internet media, such as social networks (e.g. Facebook, YouTube, Twitter or Instagram), online blogs or chat rooms (e.g. WhatsApp or Snapchat), he/she may only use the official SimplyHealth24 advertising statements. WhatsApp or Snapchat), he/she may only ever use the official SimplyHealth24 advertising statements, must identify him/herself easily recognizable with his/her full name (anonymous postings or postings made under a pseudonym are prohibited) and may not make any statements about his/her income or earning potential at SimplyHealth24 or advertise a job at SimplyHealth24 as an employee or similar, as well as to carry out social media advertising only in the context of his/her own private social media channels on an ancillary and additional basis and not to create a professional social media business presence without the prior express written or email consent of SimplyHealth24. Before launching its own social media presence, the sales partner is obliged to send the SimplyHealth24 social media presence and/or channel by email to kontakt@simplyhealth24.de for review. The goods may only be sold via the official Replicate website of the sales partner. The Sales Partner shall be obliged to include a corresponding link to the Replicate website in its social media presence and/or channel.

(5) Distributors may not use online classifieds (including Craigslist) to advertise and/or distribute SimplyHealth24’s goods and other services. However, online classifieds (including Craigslist) may be used so that the Distributor can introduce him/herself as a SimplyHealth24 Independent Distributor.

(6) The sales partners may place banner advertisements on a website, provided that they use the templates and images checked and approved by SimplyHealth24 and comply with the contractual and legal requirements (in particular the ban on income statements and healing claims). All banner advertising must be linked to the sales partner’s website.

§ 8 Non-competition clause / enticement

(1) The sales partner is permitted to sell goods and/or services for other companies, including marketing companies, party sales companies or other direct sales companies, even if they are competitors.

(2) Notwithstanding the permission formulated in paragraph 1, the sales partner is not permitted to distribute products or services of other companies, as well as advertising materials and comparable content, to other SimplyHealth24 sales partners for the operation of the SimplyHealth24 business.

(3) If the Sales Partner works simultaneously for several companies, including network marketing companies, party sales companies or other direct sales companies, he/she undertakes to organize the respective activity (together with his/her respective downline) in such a way that there is no connection or mixing with his/her activity for the other company. In particular, the sales partner may not offer products other than SimplyHealth24 at the same time, in the same place or in the immediate vicinity or on the same website, Facebook page, other social media platform or Internet platform.

(4) In addition, the sales partner is expressly prohibited from soliciting SimplyHealth24 sales partners for the sale of other products.

§ 9 Secrecy

The sales partner must maintain absolute confidentiality regarding SimplyHealth24’s business and trade secrets and its structure. SimplyHealth24’s business and trade secrets and property rights also include, in particular, customer data, price calculations and other data on the economic circumstances and relationships of SimplyHealth24, its subsidiaries, shareholdings or other companies affiliated with it, as well as the software provided and its applications. The sales partner undertakes not to pass this information on to third parties, either in whole or in part, nor to use it or make it accessible to third parties outside the performance of contractual obligations. This confidentiality obligation shall also apply beyond the termination of the contractual relationship.

§ 10 Remuneration and invoicing

(1) As remuneration for a successful referral and his/her activities, the sales partner shall receive commissions and other remuneration resulting from the SimplyHealth24 career plan, including the respective qualification requirements, if the required qualifications are achieved. All commission claims are based on the respective valid career plan, which the sales partner can call up in his/her back office and which is in accordance with these General Terms and Conditions for Contractual Partners.

(2) SimplyHealth24 shall settle and pay the commissions and remuneration on a monthly basis. To this end, SimplyHealth24 shall comply with the payment methods and payment deadlines set out in the applicable commission regulations as part of the billing procedure. The sales partner is obliged to check his/her invoices and payments immediately upon receipt and to raise any objections in writing to SimplyHealth24 within 14 days. Once this period has expired, the statements and payments are deemed to have been approved.

(3) The Salespartner shall be solely responsible for all transfers to an account specified by the Salespartner. If additional bank charges are incurred due to incorrect account details provided by the sales partner, these shall be borne by the sales partner.

(4) The sales partner is obliged to comply with all legal and tax requirements with regard to his/her remuneration and income from working for SimplyHealth24. This includes, in particular, the timely registration and payment of taxes and social security contributions as well as compliance with the corresponding reporting obligations.

§ 11 Contractual penalty, compensation, indemnification

(1) In the event of a first breach of the obligations of the sales partner regulated in § 7, SimplyHealth24 shall issue a written warning, setting a deadline of 10 days to remedy the breach of duty. The sales partner undertakes to reimburse any warning costs, in particular the lawyer’s fees incurred for the warning.

(2) Express reference is made to § 16 paragraph (2), according to which SimplyHealth24 is entitled to extraordinary termination without prior warning in the event of a breach of the obligations regulated in §§ 8, 9 and 10 (3) and (4), 18 (2) and 19, as well as in the event of a particularly serious breach of the obligations regulated in § 7, other applicable contractual or statutory law, but is also entitled to take the measures pursuant to § 11 (1) at its own discretion in the event of a first-time breach of duty. Notwithstanding the immediate extraordinary right of termination regulated in § 16 paragraph (2), SimplyHealth24 has the right in individual cases to issue a warning within the meaning of paragraph (1), even with a shortened period of notice, at its own discretion before issuing the extraordinary termination if one of the aforementioned breaches of duty occurs.

(3) If the same or a similar breach occurs again after the expiry of the deadline set by the warning notice or

§ 12 Termination of the contractual relationship

(1) The Sales Partner may terminate the contractual relationship in writing without stating reasons, subject to a notice period of 30 days to the end of the month.

(2) SimplyHealth24 may terminate the contractual relationship in writing by giving 30 days‘ notice to the end of the month.

(3) The right to extraordinary termination for good cause remains unaffected. Good cause shall be deemed to exist in particular if the Sales Partner breaches material contractual obligations, in particular the obligations set out in Section 7, or if insolvency proceedings are opened against the assets of the Sales Partner or the opening of such proceedings is rejected for lack of assets.

(4) Any termination must be in writing.

§ 13 Data protection

(1) SimplyHealth24 collects, stores and uses the personal data of the sales partner for contract processing, for the execution and processing of contracts and for marketing purposes within the framework of the statutory provisions.

(2) The sales partner has the right to receive information about the personal data stored about him/her free of charge upon request. In addition, the sales partner has the right to rectification, blocking and erasure of his/her personal data in accordance with the statutory provisions.

(3) The sales partner has the right to object to the use of his/her personal data at any time. In this case, SimplyHealth24 will immediately delete the stored personal data of the sales partner, provided that there are no statutory retention obligations.

§ 14 Final provisions

(1) Amendments or supplements to these General Terms and Conditions of Contract must be made in writing. This also applies to the amendment of this written form clause.

(2) Should individual provisions of these General Terms and Conditions of Contract be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision.

(3) The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

(4) The place of jurisdiction for all disputes arising from or in connection with these General Terms and Conditions is, as far as legally permissible, the registered office of SimplyHealth24.