1.1 The following clauses ("GTC") completely and exclusively regulate the business relationship between BestEffect GmbH, Wörthstraße 13-15, 97082 Würzburg, ("BestEffect") and the partner.
1.2 Terms and conditions of the partner or third parties do not apply, even if BestEffect does not separately object to their validity in individual cases. Even if BestEffect refers to a letter that contains or refers to business conditions of the partner or a third party, this does not constitute an agreement with the validity of those business conditions.
1.3 For each new conclusion of the contractual relationship between BestEffect and the partner, the GTC apply in their most current version. In ongoing contractual relationships, BestEffect is entitled to unilaterally adjust these GTC in certain cases, as far as this is reasonable for the partner. Adjustments are possible for compelling legal or regulatory reasons; for the creation/restoration of the required operational and IT-technical security level; for the optimization and further development of the content of BestEffect's service offer, as far as the partner has no legitimate interest in a certain individual service; for technical reasons, which are required by the technical progress and the respectively applicable technical standard. If a change proves to be invalid, void or unenforceable for any reason, this shall not affect the validity and enforceability of the remaining changes or conditions. In case of substantial changes, BestEffect will inform the partner separately about the individual changes. If the partner does not object within a period of six weeks after announcement of the changes, the changes are considered approved.
1.4 All legally relevant declarations between the parties must be made in writing or via the communication system of the back office provided for this purpose.
2. Formation of the contract
2.1BestEffect is only willing to enter into a contract with fully legal and legally competent natural persons, persons of legal age or legal entities. It is pointed out to the partner that he regularly becomes an entrepreneur in the sense of § 14 BGB (German Civil Code) by taking up the activity.
2.2 Registration for admission as a Partner is possible exclusively online using the form provided for this purpose. The sending of the form is considered as an application for the conclusion of a contract. BestEffect is entitled to reject registrations at its own discretion and without justification. A mere confirmation of the receipt of the registration is not yet considered as acceptance of the contract.
2.3 BestEffect is entitled to request or inspect evidence about the registered natural person or legal entity before accepting the registration, in particular the identity card, official founding documents, trust agreements, excerpts from the commercial register etc.
2.4 The Partner is only permitted to register once as a Partner under this Agreement. The decisive factor for this is an economic point of view. A natural person is therefore not entitled to additionally register a legal entity, provided that he has a direct or indirect (e.g. as a trustee) and independent shareholding in it. Married couples or civil partnerships are likewise only authorized to register once; they are uniformly regarded as partners. Furthermore, the first registration is decisive. Thus, registration as a natural person excludes subsequent registration as a legal entity and vice versa.
2.5 Successful registration shall result in the permanent assignment of a Partner to a specific position in a line in accordance with the Compensation Plan. In the event that an assignment to an unintended Line has been made in error, a change is permitted upon written approval by BestEffect, provided that (1) the newly registered Partner, (2) the Sponsor of the intended Line, and (3) the Sponsor of the erroneously selected Line promptly confirm in writing to BestEffect the incorrect assignment and the change request based thereon.
2.6 The Partner is expressly prohibited from directly or indirectly additionally registering for other Lines (cross-registration) or inciting other Partners to cross-register or agreeing to do so.
2.7 If BestEffect has accepted a registration that was applied for in violation of the requirements of this clause, BestEffect is entitled to terminate the registration immediately. Further claims, e.g. for damages, remain unaffected.
3. Subject of the contract
3.1 For the term of this Agreement, the Partner shall be entitled to worldwide ("Processing Area")
i. to arrange contracts for the sale of contractual products for BestEffect, as well as
ii. to distribute the contractual products.
3.2 In the cases of clause 3.1 (i), the Partner receives commission. In the cases of clause 3.1 (ii), the partner earns on the price difference between the purchase price at BestEffect and the sales price to the end customer (dealer discount).
3.3 The Partner receives further commission shares for such Partners who are recruited by him and who are therefore assigned to his sales team.
3.4 The amount of the commissions and the dealer discount including list prices are specified in more detail in the compensation plan in Appendix 1. BestEffect is entitled to change the list prices, especially to increase them, at any time within the framework of its general sales policy. The Partner must be notified of such a change in writing at least 4 weeks in advance. Orders already placed by the partner remain unaffected by the changes. If the partner does not object to the change immediately and at the latest within 4 weeks of notification, the change shall be deemed to have been approved. There shall be no right of objection for a change of less than 5%.
3.5 With the merchant discount or the commission, all claims of the partner against BestEffect in connection with the activities to be performed by him according to these GTC are completely settled. An additional claim for reimbursement of expenses and costs does not exist, unless explicitly stated otherwise in writing. Any premiums, bonuses and sales aids shall be granted exclusively on a voluntary basis. Claims for advances do not exist.
3.6 BestEffect is allowed to act in addition to the Partner both itself and through other Partners in the processing area. In particular, the Partner is not a district representative in the sense of § 87 para. 2 of the German Commercial Code (HGB); he is also not entitled to the right of sole representation or territorial protection.
3.7 The Partner shall act as an independent entrepreneur. He acts in his own name, under his own company name and on his own account. The Partner may freely determine its activities and its business hours and procures the necessary operating resources itself. He is responsible for compliance with all tax, trade, social security and other obligations arising from his self-employment. He is not authorized to represent BestEffect in legal transactions.
3.8 The brokerage activity of the Partner extends to all products and/or services offered by BestEffect in its online store ("Contractual Products").
3.9 BestEffect is entitled within the scope of its sales policy to adapt, expand or limit the contractual products at any time. If BestEffect expands its product and/or service offers beyond the currently named contractual products, the authorizations of the Partner according to this contract also extend to these product and/or service offers.
3.10 Orders that have already been placed and brokered transactions of the partner remain unaffected by the changes in each case. However, BestEffect is entitled to repurchase purchased but not yet distributed contractual products at the purchase price. The purchase price is reduced by an appropriate amount or is cancelled if the contractual products are no longer free of defects.
4. General rights and obligations of the partner
4.1 The partner will promote the sales of the contract products in the contract area. He will protect the interests of BestEffect with the diligence of a prudent businessman. He will arrange contracts with potential customers and develop the market in the processing area in compliance with the sales instructions issued to him by BestEffect.
4.2 The partner will always act exclusively under the name "independent partner of BestEffect GmbH" in legal and business transactions, as far as he acts within the scope of this contract, and otherwise observe the legal regulations for the correct indication of his company information.
4.3 The partner has to advertise the contractual products in the contractual area to an appropriate extent at his own expense in addition to the campaigns provided by BestEffect. The Partner may participate in trade fairs and exhibitions at its own expense. However, each intended participation has to be announced to BestEffect in time and requires the consent of BestEffect in at least text form.
4.4 The partner will coordinate his advertising with BestEffect in the interest of uniformity as well as use the advertising material provided by BestEffect. Advertising contents/means deviating from this must be coordinated with BestEffect in advance.
4.5 Upon request, the partner has to report to BestEffect regularly and in detail about all circumstances that are relevant for the business success within the contractual territory, such as his activities, the market situation including the activities of the competition, the wishes of the customers, the acceptance of the contractual products, sales results, stock levels and demand estimates in the contractual territory.
4.6 The Partner shall not be subject to any duty of activity. However, if the Partner is inactive for more than 6 months or he is permanently prevented from performing the activity, especially due to illness, BestEffect is entitled to terminate the contract. In this case, his position in the compensation plan according to Annex 1 slides up the line in favor of his immediate sponsor.
4.7 The Partner and BestEffect observe the relevant data protection regulations.
5. General rights and obligations of BestEffect, liability
5.1 BestEffect will supply the partner with the contractual products within the scope of its general business transactions. BestEffect will only refuse orders of the partner by stating a justified interest. Such an interest exists, for example, if BestEffect no longer distributes the product in question or cannot accept the order due to production difficulties, production changes, non-delivery from upstream suppliers, unexpectedly high demand or unforeseeable events.
5.2 BestEffect will adequately support the partner in its activities and with regard to the sales of the contractual products. BestEffect will protect the interests of the partner to a reasonable extent. In particular, BestEffect will advertise the contractual products nationwide at its own discretion and provide the partner with advertising material.
5.3 As far as the partner does not use advertising materials or statements issued by BestEffect, the advertising for the contractual products is carried out under the partner's own responsibility. In this case, BestEffect is not responsible for legal violations committed by the partner.
5.4 BestEffect reserves the right to offer sales promotion and customer service trainings at regular intervals, in which the Partner may participate.
5.5 BestEffect is only liable for intent and gross negligence. This limitation does not apply as far as BestEffect violates essential contractual obligations. Essential contractual obligations are those whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the partner regularly relies and may rely. Insofar as the client is liable for damages on the merits, this liability is limited to damages that the client foresaw as a possible consequence of a breach of contract at the time of the conclusion of the contract or should have foreseen by exercising due diligence. Indirect damage and consequential damage resulting from defects in the subject matter of the contract shall also only be compensable insofar as such damage is typically to be expected when the subject matter of the contract is used for its intended purpose. The aforementioned limitations also apply in favor of BestEffect's vicarious agents and organs. Liability according to the Product Liability Act and for damages resulting from injury to life, body or health remains unaffected.
6. Special obligations for the distribution
6.1 The Partner may advertise and sell the contractual products locally or on the Internet. In addition, the partner receives and provides its own web store in its name, through which orders from customers can be processed.
6.2 BestEffect provides the service of providing and operating the online store from the partner. BestEffect reserves the right to discontinue this service if the partner does not place orders in the online store for a period of six months and to suspend or terminate this partner contract.
6.3 In all advertising appearances on the web or in print, the partner has to add the clearly visible addition "Independent Consultant", as far as he uses the logo of BestEffect.
6.4 The partner is aware that the quality and the special character of the contractual products, their intrinsic value and the fact that the contractual products are carriers of the brand image of BestEffects, make qualitative demands on the presentation of the contractual products. Therefore, the distribution is only permitted if the Partner complies with the "Requirements in Online Distribution" of BestEffects attached as Annex 2 to this Partner Agreement.
6.5 The sale via other trading and auction platforms (such as: Ebay) is prohibited for the Partner due to the exclusivity of the contractual products.
6.6 The partner is also prohibited from operating his own web store for the sale of the contractual products, which competes with the store according to clause 6.1.
6.7 The partner already now indemnifies BestEffect from all damages and claims by third parties due to culpable violations of the prohibitions and restrictions according to this clause 6.
6.8 If the partner violates the prohibitions and restrictions of clauses 6.3 to 6.5 and especially of appendix 2, this constitutes a breach of contract. BestEffect is entitled to issue a warning and a cease-and-desist demand. In particularly severe cases, BestEffect can terminate the contract without notice. Possible claims for damages remain unaffected.
6.9 Minimum sales targets or minimum purchase quantities generally do not exist. However, the Partner is obliged to place at least one order in a period of six consecutive months. If this is not done, BestEffect is entitled to terminate the contract with the partner. The Partner will be reminded of this circumstance in advance and in due time, whereby the reminder is not a prerequisite for exercising the right of termination. The period for the minimum order according to p. 2 starts again after placing the last order with BestEffect.
Special provisions for brokerage transactions:
6.10 In the case of brokerage transactions, the partner will observe the prices, conditions (especially regarding rights in case of defects, possible guarantees, etc.), delivery periods and technical specifications set by BestEffect in his negotiations with potential customers.
6.11 The partner will forward all mediated orders to BestEffect in the form specified by BestEffect. In this respect, the partner has no authority to conclude contracts himself and has to point out this fact to potential customers. He is only acting as a verification agent. Each contract offer ("order") made by a customer requires acceptance by BestEffect.
6.12 BestEffect will immediately inform the partner whether it accepts or rejects an order mediated by the partner. It will also inform the partner if it does not execute a contract with a customer mediated by the partner or not in the contractually agreed form. Furthermore, BestEffect will also inform the partner without delay if BestEffect can or wants to conclude transactions probably only in a considerably smaller scope than the partner can expect under usual circumstances.
Special Provisions for Distribution Transactions
6.13 For all sales transactions made by BestEffect to the partner in execution of this contract, the General Terms and Conditions of Sale of BestEffect apply in the current version.
7. Protection against competition
7.1 During the contract period, the partner is allowed to work for other clients, in particular also other multi-level marketing systems. However, the partner is not allowed to work for a competitor of BestEffect in the contract area without prior written consent of BestEffect or to directly or indirectly participate in a competitor company or to consult or support this or the competitor in any other way, provided that the competitor company is a multi-level marketing system.
7.2 As far as a partner is permissibly active for a competitor outside of a multi-level marketing system or distributes products that compete with the products offered by BestEffect, the competitor products may only be presented separately from the contractual products, so that any confusion as well as the deterioration of the sales chances of the contractual products is excluded. In particular, the competing products may not be offered on the same website, Facebook page or other social media platforms.
7.3 If the Partner violates the prohibitions from this section 7, it shall be obligated to pay an appropriate contractual penalty. This penalty will be set at the reasonable discretion of BestEffect, but will not be less than EUR 5,000.
7.4 If the act of infringement consists of the capital participation in a competitor company or the entering into a continuing obligation (e.g. employment, service, contractor or partner relationship), the contractual penalty is forfeited for each month or part thereof in which the capital participation or the continuing obligation exists (continuing infringement). Several acts of infringement shall each trigger separate contractual penalties, if necessary also several times within one month. If, on the other hand, individual acts of infringement occur within the scope of a continuous infringement, they shall be included in the penalty forfeited for the continuous infringement.
7.5 We reserve the right to claim damages exceeding the forfeited contractual penalty. The right to assert all other statutory and contractual claims and legal consequences arising from an infringement (e.g. injunctive relief, forfeiture of the right to compensation for the duration of the infringement, etc.) shall also be reserved.
8. Trademark Protection, Rights to Contractual Products, Confidentiality
8.1 BestEffect is entitled to all rights to the contractual products in relation to the partner. However, BestEffect grants the partner the permission to use the trademarks and other signs of BestEffect during the contract period after prior coordination with BestEffect (especially on business cards and business letters). The partner has to clearly point out his legal status as an independent partner (see clause 4.2). However, the partner is not allowed to register the company name, the trademark or other signs of BestEffect as part of his company in the commercial register or as part of a domain.
8.2 The partner is obligated - also beyond the term of the contract - not to attack the industrial property rights and the know-how of BestEffect himself, nor to have them attacked by third parties, or to support third parties in attacking in any form.
8.3 Furthermore, the partner is obligated to secrecy. The partner may not disclose or make accessible to third parties any business secrets of BestEffect that come to his knowledge, neither during the contract nor after its termination. He will ensure that this obligation is also observed by his employees and team members.
8.4 Documents about secret business transactions, which BestEffect has entrusted to him, will be returned by the partner to the registered office of BestEffect immediately after the use according to the contract, at the latest, however, within one week after the termination of the contractual relationship. Unless and insofar as otherwise provided by law, the Partner is not entitled to use customer data for its own purposes after termination of the contract; this also applies with regard to data of customers that it has recruited itself.
8.5 For each violation of the obligations arising from this clause 8, a contractual penalty shall be due in accordance with clause 7.4 et seq.
9. Duration of the contract, termination
9.1 This contract is concluded for an indefinite period of time. It may be terminated in writing at any time.
9.2 The right to terminate the contract without notice for cause shall remain unaffected.
9.3 Notice of termination must be given in writing in all cases. The date of receipt of the letter of termination shall be decisive for the observance of the term.
9.4 After receipt of an ordinary notice of termination, BestEffect is only obligated to accept orders from the Partner to the extent that the Partner is able to sell or use the respective contractual products in the ordinary course of business in the remaining period until termination of the contract and does not have sufficient stock; BestEffect is entitled to deliver the contractual products only against prepayment or provision of security.
10. Consequences of termination of the contract
10.1 Upon termination of the contractual relationship, the Partner shall immediately cease to refer to itself as such in business relations and shall cease to use the trademarks and other protected signs of BestEffect. The Partner shall remove the relevant signs and trademarks at its own expense. If and insofar as nothing else applies by law, he shall refrain from using BestEffect's trademarks and other signs or signs that may be confused after termination of the contract. In any case, you shall refrain from anything that may give the impression that you are an authorized partner of BestEffect.
10.2 The downline hanging under the partner so far slips within the same line in favor of the direct sponsor of the departing partner.
10.3 BestEffect has the right, but not the obligation, to demand the return of documents, (advertising) materials and other objects provided by the partner within three months after termination of the contractual relationship at its own expense at the registered office of BestEffect, if and insofar as they have not been used as intended. There is no right of retention.
10.4 Within three months after termination of the contractual relationship, BestEffect also has the right, but not the obligation, to demand, at its discretion, the return of part or all of the stock of the contractual products, which the partner has obtained from BestEffect, against payment of the list price valid at the time of termination of the contractual relationship, plus any applicable value-added tax, if and insofar as the partner has not yet sold them and probably does not need them for the fulfillment of claims arising from liability for material defects. Defect duties shall apply in accordance with Clause 2.10.
10.5 In the event of an extraordinary termination of this contract by BestEffect, BestEffect is entitled to withdraw from the individual purchase contracts from the time prior to the extraordinary termination towards the partner against adequate compensation, which is determined by BestEffect at its reasonable discretion.
11. Transfer and inheritance of the contract
11.1 The contract between the parties is transferable to a third person by testamentary disposition or disposition upon death. As far as several persons become joint heirs ("community of heirs"), they have to appoint a joint representative towards BestEffect - until then all rights are suspended.
11.2 In case of a testamentary disposition, the transfer must be announced with a notice period of 3 months.
11.3 If the heir wishes to enter into the contract, he/she must declare this to BestEffect within 6 months from the date of death. If the declaration is not received or not received in time, the contractual relationship is transferred to the sponsor in favor of the sponsor according to section 4.6.
11.4 BestEffect is entitled to a right of first refusal. In the event of transfer by reason of death, the purchase price shall be replaced by an appropriate compensation of the heir(s).
11.5 In all cases, BestEffect may prohibit the transfer for good cause. In the event of the refusal of a transfer on account of death and if no suitable substitute heir is named, the contractual relationship shall be transferred to the sponsor in accordance with section 4.6.
12.1 This Agreement together with the Annexes constitutes the complete agreement between the contracting parties. Amendments and supplements to this Agreement must be made in writing to be effective. This shall also apply to any waiver of the written form requirement. The parties mutually undertake to take all actions and make all declarations at any time at the request of the other party which are necessary to satisfy the written form requirement - also in connection with the conclusion of supplementary, amendment and amendment agreements. Only individual agreements between the parties are excluded from this.
12.2 This contract shall be governed exclusively by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods and the standards of private international law referring to it.
12.3 The contracting parties agree for all disputes arising from and in connection with this authorized dealer agreement, as far as legally permissible, the exclusive jurisdiction of the district court at the registered office of BestEffect. However, BestEffect is entitled to appeal to any other competent court.
12.4 The partner is only authorized to offset as well as to exercise rights of lien or retention if the claims asserted by him are recognized by BestEffect or have been legally established by a court.
12.5 The partner cannot transfer the rights and obligations from this authorized dealer agreement to third parties without prior written consent of BestEffect.
12.6 In case of invalidity of one or more provisions of this contract, the parties shall agree on a replacement provision that comes as close as possible to the invalid provision. The invalidity of one or more provisions of this contract shall not affect the validity of the remaining provisions.
Appendix 1: Commission and dealer discount
Appendix 2: Requirements in online sales
Appendix 1: Commission and dealer discount
1 BP (Business Point) = 1€ net
1. registration of partners:
30% of the net value of the starter set + net value of the starter set as BPs.
2. retail spread:
25% immediately and always
30 % > 500 BPs
35 % > 1000 BPs
BPs are always cumulative per month but NOT retroactively remunerated!
3. online store: 30% of the customer order in the store + customer protection.
Up to here applies: EVERYTHING can - NOTHING must! Commission is paid regardless of own sales!
4. manager commission: - Here you need at least 500 BPs.
You reach it by registrations, sales over your store and by own turnover!
1st manager level - 5%
2nd manager level - 7%
3rd manager level - 5%
4th manager level - 2% and up to 8% on the whole team until the next director!
How to become a manager?
1st option: Quickstart (limited to 3 calendar months from start).
You register 5 partners who together generate a total turnover of 2000 BPs. You automatically have more than the required 500BPs in your personal sales volume.
2nd option: You have your own turnover of 2000 BPs.
(Sum of your own sales, partner registration and customer orders in your online store).
3rd option: You have own sales of at least 500 BPs and have 3 partners in sub.
Legs a min. 500 BPs. (Sum of own sales, partner registration, customer orders in your online store)
IMPORTANT! Always manager levels and no person levels! Advantage: You get your manager commission on the total sales of the 4 manager levels. Independent of the number of persons.
5. Career stages and director bonus:
|500BPs||Sales Expert||Participation in customer raffle|
|250.000BPs||Senior Vice President||+0,5%|
6. President Bonus: Share of 1 % of world sales as of President level
7. Incentive Travels!
Attachment 2: Requirements in online sales
This contract has been machine translated from German. In case of any errors in the translation, the text of the original German version applies.