Sales partner contract (status: 01.08.2023)
MyImpulse, Kalter-Markt 18, 73525 Schwäbisch Gmünd in Germany hereinafter "MyImpulse" and
MyImpulse sales partner hereinafter referred to as “sales partner”
MyImpulse operates the MyImpulse online platform (www.myimpulse.de), through which users can purchase MyImpulse products directly. The platform also allows users to recommend products. When 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 users of the platform are divided into customers and sales partners. The rights and obligations of a distributor are set out as follows:
1. SUBJECT MATTER
1.1. Reseller is under no obligation to make product recommendations, and such recommendations are not guaranteed to be successful. The sales partner has no territorial protection.
1.2. As soon as the sales partner has achieved the entrepreneurial status according to the individual local requirements (depending on the country, different regulations may apply), he has to account as an entrepreneur. For this purpose, the sales partner can, for example, present a trade license or, in the case of legal entities, an excerpt from the commercial register in accordance with German or European law or corresponding documents. In addition, the sales partner is obliged to inform MyImpulse of his sales tax identification number ("UID number") or to certify that he is exempt from sales tax. Alternatively, he can enter another identification number that identifies the company, his entrepreneurial status or the trade license he has obtained. If the sales partner does not provide the necessary proof, commission payments can be suspended and further recommendations can be restricted until proof of his entrepreneurial status can be given or commissions can 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 (e.g. social security contributions, sales tax, etc.) incurred through the performance of his/her work to the competent authority.
The Distributor is solely responsible for reporting and paying these taxes and will indemnify and hold MyImpulse harmless from any claim related to these matters.
1.4. The sales partner is self-employed and is not subject to any employment relationship with MyImpulse. Therefore, he has no entitlement to social benefits from MyImpulse. The sales partner is free to determine the place, time, beginning and end as well as the type and frequency of his entrepreneurial activity. 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 incapacity to work.
2. RIGHTS AND OBLIGATIONS OF A DISTRIBUTOR
2.1. The sales partner of MyImpulse undertakes to always protect the interests of MyImpulse to the best of their knowledge and belief and to ensure that the reputation of MyImpulse is not impaired in any way. He will use the diligence 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 courses, etc.) and provide complete, truthful and professional information on the respective products. If the contract is successfully concluded, the sales partner is entitled to commission according to 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 lead to the conclusion of a contract, he will receive additional commissions according to the respective career plan.
2.4. The sales partner is aware that he is not entitled to conclude contracts in the name or on behalf of MyImpulse. In this respect, no power of representation is granted to him.
3.1. The amount and type of commissions for the distributor are specified in the career plan. In addition to the commissions specified in the career plan, the sales partner is not entitled to any further remuneration. 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.
Payments are only 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, claims for damages may also be raised.
This provision takes precedence over all other provisions in this contract.
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 distributor must have an active subscription.
3.4. For special occasions such as trade fairs, special campaigns 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 payment amount of €25 has been exceeded.
4. ARRANGEMENTS OF COMMISSIONS, BILLING AND PAYMENT
4.1. The right to payment of commissions according to point 3 only arises if the following conditions are cumulatively met: (i) Expiry of the statutory cancellation period of fourteen (14) days (the right to commission expires if a customer withdraws from a contract). Irrespective 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 the Terms and Conditions.
4.2. With regard to the settlement of commission claims, the sales partner agrees to a settlement using the credit method, provided MyImpulse has received a valid UID number from the sales partner. If no UID number was 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 the sales tax regulations. (MyImpulse will provide a sample invoice upon request.)
4.3. Complaints regarding billing must be emailed to email@example.com within fourteen (14) days, otherwise the billing will be deemed correct. With the request for payment of the commission by the sales partner, the commission statement is deemed to have been accepted by the sales partner and can no longer be objected to.
4.4. Accumulated commissions not requested by the Distributor within the period of January 1st to 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, VAT identification number, etc.) is incorrect, MyImpulse reserves the right to refuse commission payments or to declare them forfeited due to money laundering or terrorist financing. As long as there is no sales tax ID, the company MyImpulse will pay the sales tax directly to the responsible tax office.
The commission claims acquired are subject to sales tax. The calculation and reporting 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 accounting case. If the sales partner provides a valid sales tax identification number (UID number), processing is carried out using the reverse charge procedure.
If the sales partner does not provide a valid UID number, he is obliged to issue an invoice that shows the net amount and the corresponding VAT amount (see Section 4.2.). Commission cannot be paid out without submitting a correct invoice to MyImpulse.
6.1. As a sales partner, it is permitted to carry out advertising measures. However, any advertising and marketing communications (e.g. offers, publications, direct mail, web social media posts, etc.) relating to MyImpulse must be based solely on promotional information and promotional materials (texts, articles, videos, technical texts, social media posts, 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 due diligence obligations. He will indemnify and hold MyImpulse harmless from any resulting damage that may result from illegal or non-contractual advertising, external communication and/or customer acquisition. This also includes the ban on health-related claims for food supplements/foodstuffs that do not comply with the Health Claims Regulation (EC) No. 1924/2006 or are not in accordance with them.
6.3. The recommendation of products requires special diligence on the part of the sales partner, which is pointed out in detail in MyImpulse training courses. Violations of due diligence can have a negative impact on the reputation of MyImpulse and cause significant damage to other sales partners. The behavior of vicarious agents who are not active as sales partners but perform monitoring or support tasks can also have negative effects. In this context, the sales partner is responsible for a selection fault, which can lead to the termination of the contract according to Section 7.2, in the event of a significant breach of protection and due diligence obligations.
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:
- • Use of names or trademarks (logos, etc.) of all MyImpulse brands 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 expressly reserves the right to assert additional claims for damages.
- TERMINATION OF CONTRACT
7.1. This contract is concluded for an indefinite period and comes into force when it is electronically executed. Both parties can terminate the contract in writing (e.g. by e-mail) by giving one month's notice to the end of the month. MyImpulse reserves the right to terminate the contract with immediate effect if the sales partner:
- violates one or more provisions of this contract;
- violates rules of conduct or its obligation of confidentiality;
- deviates from the marketing and advertising strategy of MyImpulse in external communication (e.g. social media) - despite a written warning - and in particular uses unapproved advertising material (in whatever form);
- makes negative comments about MyImpulse, EQ Group companies, their managers, employees or sales partners;
- makes unauthorized audio or video recordings of internal meetings, webinars, briefings, etc.;
- insolvency proceedings have been opened against the sales partner's assets or an application for the opening of insolvency proceedings has been rejected due to a lack of assets to cover costs.
- Uses pseudonyms (fake names) and/or uses/opens an account under a false identity.
- Establishes own downline systems with family members who are not actively involved in network marketing or were invented.
7.2. The immediate termination of this contract must be declared in writing or by e-mail. 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 in time, with the exception of commissions for successful product recommendations that were made before the end of the sales partner contract but have not yet been settled.
- FINAL PROVISIONS
8.1. MyImpulse reserves the right to unilaterally change the Distributor Agreement and Career Plan with fourteen (14) days' notice to the end of a month. The current version of the career plan can be accessed via the distributor account. If the sales partner does not object in writing within fourteen (14) days after the announcement and provision of the new career plan and changed sales partner contract, 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 will inform the sales partner of this in this case.
8.3. The parties declare that this contract supersedes all previous existing agreements. Furthermore, the parties confirm that there are no verbal agreements in addition to this contract. Changes and additions to this contract must be in writing unless a stricter form is required by law.
8.4. This agreement is subject to German law. The parties undertake to settle amicably any disputes arising out of or in connection with this Agreement. If disputes cannot be resolved amicably, the relevant court in corporate matters in Germany is responsible.
8.5. Should individual parts of this contract be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid or unenforceable parts will be replaced by a provision that comes closest to the meaning and purpose of the replaced provisions.