Distributor Agreement

Sales partner contract (as of August 1, 2023)  

concluded between  

MyImpulse, Kalter-Markt 18, 73525 Schwäbisch Gmünd in Germany hereinafter “MyImpulse” and  

MyImpulse sales partner hereinafter “sales partner”  

 

Preface  

MyImpulse operates the online platform MyImpulse (www.myimpulse.de), through which users can purchase MyImpulse products directly. The platform also allows users to recommend products. If a product has been recommended to a user, they can contact the relevant product provider and purchase the product. The products always come directly from the product supplier. If the product recommendation is successful, the user receives a commission according to the respective career plan.  

The platform users are divided into customers and sales partners. The rights and obligations of a sales partner are as follows:  

1. SUBJECT OF THE CONTRACT

1.1. The Distributor is under no obligation to make product recommendations and there is no guarantee of success for these recommendations. The sales partner has no territorial protection.  

1.2. As soon as the sales partner has achieved entrepreneur status in accordance with the individual local requirements (different regulations may apply depending on the country), he must bill as an entrepreneur. For this purpose, the sales partner can, for example, present a trade license or, in the case of legal entities, provide an extract from the commercial register in accordance with German or European law or corresponding documents. In addition, the sales partner is obliged to provide MyImpulse with his sales tax identification number (“UID number”) or to certify that he is exempt from sales tax. Alternatively, he can provide another identification number that identifies the company, its entrepreneurial status or the trade license obtained. If the sales partner does not provide the required proof, commission payments may be suspended and further recommendations may be restricted until proof of their entrepreneurial status or commissions may be paid out net.  

1.3. The sales partner acts as an independent entrepreneur and undertakes to comply with all legal obligations in connection with his activity. This also includes the independent reporting and payment of all taxes and duties arising from the exercise of one's activities (e.g. social security contributions, sales tax, etc.) to the responsible authority.  

Distributor is solely responsible for reporting and paying such taxes and releases MyImpulse from any and all claims relating to these matters.  

1.4. The sales partner works independently and is not subject to an employment relationship with MyImpulse. He is therefore not entitled to social benefits from MyImpulse. The sales partner is free to determine the place, time, start, end and type and frequency of his business activities. He bears the entrepreneurial risk (e.g. if a customer withdraws from the contract) and is not entitled to compensation from MyImpulse in the event of vacation, illness or other inability to work.  

2. RIGHTS AND OBLIGATIONS OF A DISTRIBUTOR

2.1. The MyImpulse sales partner undertakes to always protect the interests of MyImpulse to the best of his knowledge and belief and to ensure that MyImpulse's reputation is not impaired in any way. He will exercise the care of a prudent businessman.  

2.2. The sales partner has the opportunity to recommend products approved by MyImpulse to potential customers. In doing so, he will act on the basis of the documents and information released by MyImpulse (training videos, brochures, product training, etc.) and provide complete, truthful and technical information about the respective products. If the contract is successfully concluded, the sales partner is entitled to commissions in accordance with the respective career plan.  

2.3. In addition, the sales partner can recommend other customers and downstream sales partners (downline) for MyImpulse. If his recommendations result in a contract being concluded, he will receive additional commissions in accordance with the respective career plan.  

2.4. The sales partner is aware that he is not authorized to conclude contracts in the name or on behalf of MyImpulse. In this respect, he is not granted any power of representation.  

2.5 No sales partner or reseller is permitted to sell/advertise or list MyImpulse products on eCommerce platforms such as Amazon, Ebay, classifieds, Shpock or similar. This requires express permission from MyImpulse.

2.6 Sales partners and resellers must adhere to the sales prices of the MyImpulse online shop. It is not permitted to charge lower or higher prices than the listed product prices of the MyImpulse online shop. This serves to ensure fairness for all sales partners and resellers.

3. COMMISSIONS

3.1. The amount and type of commissions for the sales partner are specified in the career plan. In addition to the commissions specified in the career plan, the sales partner is not entitled to any other compensation. The career plan is an integral part of this contract. The sales partner expressly confirms that they have read and understood the sales partner agreement and the career plan.  

Referral fees/commissions can also be paid out in the form of products or vouchers. This is at the discretion of the company.  

Payouts will only be made if there are no violations of the Code of Conduct for Sales Partners (VfVP) or the General Terms and Conditions (GTC). The company reserves the right to temporarily or completely block payouts if violations of the Code of Conduct for Distributors (VfVP) or the Terms and Conditions are detected. In the event of serious violations, additional claims for damages may be made.  

This provision takes precedence over all other provisions in this agreement.  

3.2. The commission consists of percentages that result from the successful recommendation of products by subordinate sales partners (see point 2.3.) (indirect claim).  

3.3. In order to be eligible for commission, the sales partner needs an active subscription.

3.4. For special occasions such as trade fairs, special promotions and sales events, MyImpulse can agree on special and different commissions.  

3.5 Commissions are paid out on the 15th of the following month.

3.6 Commissions are paid out as soon as the minimum payout amount of €20 has been exceeded.

4. CREATION OF COMMISSION REQUIREMENTS, BILLING AND PAYMENT

4.1. The entitlement to payment of commissions in accordance with point 3 only arises if the following conditions are cumulatively met: (i) Expiry of the legally regulated cancellation period of fourteen (14) days (the entitlement to commission expires if a customer withdraws from a contract). Regardless of this, the conditions under point 1.2. be fulfilled.  

Payments will only be made if there are no violations of the Code of Conduct or Terms and Conditions.  

4.2. With regard to the billing of commission claims, the sales partner agrees to billing using the credit note procedure, provided MyImpulse has received a valid UID number from the sales partner. If no VAT number has been provided by the sales partner, the sales partner is obliged to invoice MyImpulse for the commission by issuing a correct and complete invoice in compliance with VAT regulations. (MyImpulse will provide a sample invoice upon request.)  

4.3. Billing complaints must be emailed to network@myimpulse.de within fourteen (14) days, otherwise the billing will be deemed correct. Once the sales partner requests payment of the commission, the commission statement is deemed to have been accepted by the sales partner and can no longer be objected to.  

4.4. Accumulated commissions that have not been requested to be paid out by the Distributor within the period between January 1st and December 31st of each calendar year will automatically expire.  

4.5. If the data provided by the sales partner (first name, last name, date of birth, place of residence, business license, sales tax identification number, etc.) is incorrect, MyImpulse reserves the right to refuse the payment of commissions or to declare them forfeited due to money laundering or terrorist financing. As long as there is no sales tax ID, MyImpulse will pay the sales tax directly to the responsible tax office.  

 

5. VAT

The acquired commission claims are subject to sales tax. The calculation and display of sales tax amounts on commission statements and other sales from the sales partner contract are based on the applicable statutory sales tax regulations in the respective billing case. If the sales partner provides a valid sales tax identification number (UID number), processing takes place using the reverse charge procedure. 

If the sales partner does not provide a valid VAT number, he is obliged to issue an invoice showing the net amount and the corresponding VAT amount (see section 4.2.). The commission cannot be paid out without submitting a correct invoice to MyImpulse. 



6. ADVERTISING 

6.1. As a sales partner you are permitted to carry out advertising measures. However, any advertising and marketing communication (e.g. offers, publications, direct mailings, internet postings on social media, etc.) regarding MyImpulse may only be based on advertising information and promotional materials (texts, articles, videos, specialist texts, social media postings, etc.). .) created or approved by MyImpulse. Any special promotions such as events etc. must be coordinated with MyImpulse in advance and approved in writing. 

6.2. The sales partner declares that he will comply with all legal provisions, in particular the law against unfair competition, as well as existing protection and care obligations. He will indemnify and hold MyImpulse harmless from all resulting damages that could arise from advertising, external communication and/or customer acquisition that violate the law or contract. This also includes the ban on health-related claims for dietary supplements/foods that do not comply with or are not in line with the Health Claims Regulation (EC) No. 1924/2006. 

6.3. The recommendation of products requires special care on the part of the sales partner, which is pointed out in detail in MyImpulse training courses. Violations of due care can have a negative impact on MyImpulse's reputation and cause significant damage to other sales partners. The behavior of vicarious agents who do not work as sales partners but perform monitoring or assistance tasks can also have negative effects. In this context, the sales partner is responsible for selection fault, which can lead to the termination of the contract in accordance with Section 7.2 in the event of a significant breach of duties of protection and care. 

6.4. In the event of a proven violation, the sales partner is liable to MyImpulse for a flat-rate contractual penalty of 6,000 euros. Such violations include: 

  1. • Use of names or trademarks (logos, etc.) of all brands of MyImpulse or product partners on documents or websites without the prior written consent of MyImpulse. 

6.5. The sales partner is aware that the contractual penalty applies regardless of the actual amount of damage. MyImpulse reserves the express right to assert additional claims for damages. 

7. TERMINATION OF THE CONTRACT

    7.1. This contract is concluded for an indefinite period of time and comes into force upon electronic execution. MyImpulse waives the ordinary right of termination and reserves the right to terminate the contract extraordinarily with immediate effect if the sales partner: 

    1. violates one or more provisions of this Agreement; 
    2. violates rules of conduct or its obligation of confidentiality; 
    3. deviates from MyImpulse's marketing and advertising strategy in external communication (e.g. social media) - despite a written warning - and in particular uses non-approved advertising materials (in whatever form); 
    4. makes negative comments about MyImpulse, its managers, employees or sales partners; 
    5. makes unauthorized audio or video recordings of internal meetings, webinars, information events, etc.; 
    6. Insolvency proceedings have been opened against the sales partner's assets or an application to open insolvency proceedings has been rejected due to insufficient assets to cover costs. 
    7. Uses pseudo names (fake names) and/or uses/opens an account under a false identity.
    8. Establish your own downline systems with family members who are not actively involved in network marketing or who were invented.
    9. Listing/advertising MyImpulse products on Amazon, Ebay and co.

    7.2. The immediate termination of this contract must be declared in writing or by email. In the event of imminent danger, the termination of this contract can also be declared verbally. 

    7.3. In the event of termination without notice for the reasons stated in Section 7.2, the sales partner loses his right to commissions of any kind from this point on, with the exception of commissions for successful product recommendations that were made before the termination of the sales partner contract but have not yet been regulated. 

    7.4 In the event of termination by the sales partner and/or MyImpulse, the sales partner will be blocked for 12 months and will not be able to register or enroll as a sales partner again.

    8. FINAL PROVISIONS

      8.1. MyImpulse reserves the right to unilaterally change the sales partner agreement and the career plan with fourteen (14) days' notice to the end of the month. The current version of the career plan can be accessed via the sales partner account. If the sales partner does not object in writing within fourteen (14) days of the announcement and provision of the new career plan and amended sales partner agreement, the changes are deemed to have been accepted. 

      8.2. MyImpulse reserves the right to commission a third party to manage, process and implement the sales picking system and in this case will inform the sales partner of this. 

      8.3. The parties agree that this Agreement supersedes all previous existing agreements. The parties further confirm that there are no oral agreements other than this contract. Changes and additions to this contract must be made in writing, unless a stricter form is required by law. 

      8.4. This agreement is subject to German law. The parties undertake to resolve any disputes arising out of or in connection with this agreement amicably. If disputes cannot be resolved amicably, the relevant court in Germany has jurisdiction in corporate matters.  

      8.5. Should individual parts of this contract be or become invalid or unenforceable, this will not affect the effectiveness of the remaining provisions. The invalid or unenforceable parts will be replaced by a provision that comes closest to the spirit and purpose of the replaced provisions.

      9. Inheritance

      The sales partner account can be inherited and also sold (to third parties) in accordance with the applicable legal regulations in Germany.

      CODE OF CONDUCT

      Code of conduct for treating sales partners, customers and fellow human beings with respect

      Treating each other with respect is crucial if we want to be successful in the business world. This code of conduct serves as a guide for dealing with our sales partners, customers and all other people we meet in our professional activities. It aims to ensure that our interactions are characterized by courtesy, respect and understanding.

      1. Courtesy and respect: We are committed to always being polite and respectful towards our sales partners, customers and fellow human beings. This includes avoiding offensive or derogatory language and behavior.
      2. Listening: We listen carefully when others speak and respect their opinions and concerns. We don't interrupt anyone and give everyone the opportunity to express themselves.
      3. Openness and honesty: We act transparently and honestly in our business relationships. We share relevant information and answer questions truthfully.
      4. Confidentiality: We respect the confidentiality of information and data entrusted to us. We do not disclose confidential information without the express consent of the parties concerned.
      5. Fairness and equal treatment: We treat all people fairly and equally, regardless of their origin, gender, religion, sexual orientation, or other characteristics. Discrimination of any kind is unacceptable.
      6. Conflict resolution: Conflicts are inevitable in business relationships. We are committed to addressing conflicts in a respectful and constructive manner and seeking solutions that are acceptable to all parties involved.
      7. Professionalism: We always behave professionally, both in our communication and in our appearance. We respect the privacy and personal boundaries of others.
      8. Sustainability and social responsibility: We contribute to acting socially and ecologically responsibly. We respect the environment and support social initiatives that promote the common good.
      9. Self-reflection and further development: We are prepared to reflect on our own behavior and continually develop ourselves further. We accept constructive criticism and actively deal with our own prejudices and behavior.
      10. Be a role model: We are aware that our behavior sets an example. We strive to be a positive example for others and to promote respectful interactions in our professional and personal environments.

      This Code of Conduct serves as a guide to ensure that our interactions are characterized by respect, empathy and fairness. By adhering to these principles, we not only contribute to the development of successful business relationships, but also to the creation of a positive and respectful corporate culture that is valued by everyone.