General Terms and Conditions

Preamble/Ethical Rules

We would like to cordially welcome you as a new commercial affiliate (hereinafter "Brand Ambassador") for our company. We wish you all the success in the world in your work as an independent Brand Ambassador for VERWAY World SLU Gran Via Salobrar 11, 07180 Santa Ponsa Spain, represented by its Managing Director Ulrich Walter, resident at the same business address (hereinafter: VERWAY). Above all, we hope you have lots of fun selling our products and services. In the sale of our products and services and the contact we have with others, we place consumer convenience and safety, and sincerity and a fair relationship with one another unshakeably in the foreground, both in the all-round environment of network marketing, party sales and all other forms of direct sales, and in the observance of the law and public morals.

We would therefore like to ask you to read the following Ethical Rules very carefully along with our General Terms and Conditions for Affiliates and internalise them so that you can employ them as a daily guide in performing your new job.

Ethical Rules for Interactions with Consumers

  • Our Brand Ambassadors advise their own Brand Ambassadors in an honest and sincere manner at all times and clarify any misunderstandings regarding products and services, business opportunities and other issues during consultations.
  • During contact with customers, Brand Ambassadors inform consumers about all points concerning the goods and services on offer and – at the request of the consumer – the possibility of sale.
  • All information provided about the goods and services must be comprehensive and truthful. It is forbidden for Brand Ambassadors to make misleading statements or promises of any form about products and services.
  • It is forbidden for Brand Ambassadors to make claims about products and services, their prices or contract terms, unless VERWAY has approved them.
  • Vis-à-vis consumers, Brand Ambassadors will only make reference to written testimonials, test results or other persons for business purposes if the referee and VERWAY have authorised them and they are accurate and up-to-date. Letters of recommendation, tests and personal testimonials must always be in the context of the purpose for which they are intended.
  • Brand Ambassadors will always show regard for commercially inexperienced persons and under no circumstances shall they exploit them due to their age, physical or mental impairment, or limited capacity to reason in order to induce them to conclude a contract.
  • During interactions with socially disadvantaged persons or foreign-language population groups, Brand Ambassadors will take all due consideration of their financial capacity and limited discretion, as well as limited language comprehension skills, and, in particular, omit anything that could cause members of such groups to place orders that do not correspond to their circumstances.

Ethical Rules for Interactions with Brand Ambassadors

  • Brand Ambassadors will always treat each other with fairness and respect. The aforementioned also applies to interactions with brand ambassadors from competitors and other network marketing companies, party sales companies and other direct sales companies.
  • Brand Ambassadors are not allowed to lure brand ambassadors away from other companies. Brand Ambassadors are also not allowed to induce other Brand Ambassadors to change sponsor within VERWAY.
  • The duties and obligations of the following General Terms and Conditions for Affiliates are to be observed in the same way as the Ethical Rules.

Ethical Rules for Interactions with other Companies

  • VERWAY Brand Ambassadors will always be fair and honest with competitors and other network marketing, party sales and direct sales companies.
  • The systematic acquisition of brand ambassadors from other companies is forbidden.
  • Disparaging, misleading or unfair comparative statements about products and services and sales systems from other companies is forbidden.

Taking the foregoing ethical rules of our company as a precedent, we would now like to familiarise you with the General Terms and Conditions for Affiliates of VERWAY.

§ 1 SCOPE

(1) The following General Terms and Conditions for Affiliates are part of every Brand Ambassador Contract between:

VERWAY World SLU Gran Via Salobrar 11, 07180 Santa Ponsa Spain, represented by its Managing Director Ulrich Walter, resident at the same business address, email address: support@verway.ch (hereinafter referred to as: VERWAY) and the independent and self-employed Brand Ambassador. The purpose of the Contract is to form the basis of a collaborative, fair and successful business relationship.

(2) VERWAY provide its services on the basis of these Terms and Conditions alone.

§ 2 OBJECT OF THE CONTRACT

(1) VERWAY is a company that uses a multichannel sales concept to sell premium-quality supplements, beauty products and other consumer and consumable services, in particular in the health, sports and lifestyle sectors (hereinafter: goods). The task of the Brand Ambassador is to broker and/or resell a chosen selection of goods, with the result that the act of brokering and/or reselling the goods forms the basis of the business undertaking of the Brand Ambassador. To perform this activity, the Brand Ambassador does not need to make any financial outlay beyond the one-off purchase of the Brand Ambassador Box and payment of the license and maintenance fee in accordance with § 6 (2). Nor does he have to purchase/acquire a minimum number of VERWAY goods or other services or recruit other Brand Ambassadors. All the Brand Ambassador needs to do is register. The Brand Ambassador receives a commensurate sales commission for the work he performs.

(2) In addition, the option, but not the obligation, exists to recruit other Brand Ambassadors. On attaining the required qualification level, the Brand Ambassador performing the recruiting receives a commensurate commission for this activity on the sale of products made by the Brand Ambassador who has been recruited. No commission is paid at any time for the recruitment process, however. The commission and the method of payment depends on the Career Plan applicable at the time in question.

(3) In addition to training and personalised advertising tools, VERWAY supplies the Brand Ambassador with an online back-office and landing page (non-changeable replicated website), including the right of use in terms of § 6 (1), which, among other things, allows the Brand Ambassador to access an up-to-date and comprehensive overview of his brokered sales, commission claims, invoices and Brand Ambassador and downline developments.

§ 3 GENERAL CONDITIONS FOR THE CONCLUSION OF CONTRACTS

(1) A contract can be concluded with corporations, partnerships or natural persons who have reached the age of 18 year and business persons who are in possession of a trading license (if required). Consumers cannot conclude contracts. Only one Brand Ambassador application is accepted for each natural person, partnership (e.g. GbR, OHG, KG) and corporation (e.g. AG, GmbH, Ltd.), in the same way as a natural person is not entitled to register as a partner in a partnership or corporation.

(2) If a corporation submits an application to become a Brand Ambassador, a copy of the relevant extract from the commercial register and the VAT ID number also need to be submitted. All partners and, if applicable, the partners of the partners, if a partner is also a corporation or a partnership, must be named, at least 18 years old and sign the application. The partners are personally liable to VERWAY for the conduct of the corporation.

(3) For partnerships, the corresponding certificate of registration for the partnership and the VAT ID number, if available, are be submitted in copy form. All partners and, if applicable, the partners of the partners, if a partner is also a corporation or a partnership, must be named, at least 18 years old and sign the application. The partners are personally liable to VERWAY for the conduct of the partnership.

(4) If purchase order or order forms are used, they count as part of the Contract.

(5) The Brand Ambassador can register online with VERWAY in order to take up his work as a Brand Ambassador. On registering, the Brand Ambassador is obliged to complete the Brand Ambassador application form correctly and in full and submit it to VERWAY. By checking the corresponding radio box prior to submitting the Brand Ambassador application form, the Brand Ambassador also acknowledges and accepts these General Terms and Conditions for Affiliates as part of the Contract.

(6) VERWAY reserves the right to reject any Brand Ambassador application at its sole discretion without providing a reason.

(7) In the event of a breach of the obligations set forth in Subsections (1) to (3) and (5) Sentence 1, VERWAY is entitled to terminate the Brand Ambassador Contract without notice and prior warning. VERWAY also expressly reserves the right to assert further claims for damages in this event of termination without notice.

§ 4 STATUS OF THE BRAND AMBASSADOR AS AN INDEPENDENT CONTRACTOR

(1) The Brand Ambassador acts as a self-employed and independent contractor. The Parties agree that the Brand Ambassador will initially work part-time. He neither acts as an employee, commercial agent, franchisee nor broker of or for VERWAY. Neither sales targets, obligations to take or accept deliveries nor other compulsory duties exist. Except for his contractual obligations, the Brand Ambassador is not subject to any instructions from VERWAY and bears the full entrepreneurial risk for his business, including the obligation to pay all his business expenses. The Brand Ambassador shall establish and operate his business – to the extent necessary – in the sense of a proper businessperson.

(2) As an independent contractor, the Brand Ambassador is personally responsible for complying with all relevant statutory provisions, including tax and social security legislation (e.g. obtaining a VAT ID number/registering himself/his employees for social security, and obtaining a business license, if necessary). In this regard, the Brand Ambassador also ensures that all commission income generated as part of his activities for VERWAY is properly taxed at his registered office. VERWAY reserves the right to deduct the respective amount for taxes and duties from the agreed commissions, or to claim for losses or for the reimbursement of expenses incurred by the Brand Ambassador breaching the aforementioned provisions, unless the Brand Ambassador is not responsible for the losses or expenses. VERWAY does not pay social security contributions for the Brand Ambassador.

§ 5 Voluntary Contractual Withdrawal Terms

You register with VERWAY as an independent contractor and not as a consumer. This means you have no legal right of withdrawal. Nevertheless, VERWAY grants you the following voluntary 14-day contractual right to withdraw.

Voluntary Right to Withdraw

You can cancel your contract within 14 days in writing (by letter or email) without giving reason to the address or email address detailed in § 1. The deadline begins with the submission of the Brand Ambassador application. Sending the notification of withdrawal within the due period (date of postmark/email) suffices to comply with the withdrawal deadline.

Consequences of withdrawal:

Upon withdrawal, you are return to VERWAY any unopened and resalable goods and other chargeable services sourced as a Brand Ambassador for full reimbursement of any payment made.

Effects of Withdrawal

The right to withdraw expires if the Brand Ambassador makes a claim for commission during the withdrawal deadline period.

A Brand Ambassador can re-register with another sponsor following his withdrawal from his old position. The condition of this is that the withdrawal from the Brand Ambassador's old position took place at least 12 months prior and that the withdrawing Brand Ambassador did not perform any activities on behalf of VERWAY during this time.

§ 6 Use of the Back Office and Landing Page/License and Maintenance Fees

(1) By registering with VERWAY, the Brand Ambassador acquires the right to use the back-office provided to him for the duration of the Contract. The right to use is a simple, non-transferable right of use relating to the specific back-office; the Brand Ambassador is not entitled to change, edit or otherwise redesign the back-office any more than he is entitled to grant sub-licenses.

(2) For the use, servicing, administration, support and maintenance of the back-office and landing page, VERWAY charges an annual license and maintenance fee in accordance with the valid price list, which has to be paid in advance.

§ 7 Obligations of the Brand Ambassador

(1) The Brand Ambassador is obliged to protect his personal passwords and login ID against access by third parties.

(2) The Brand Ambassador is prohibited from breaching competition law, the rights of VERWAY, its Brand Ambassadors, affiliated companies or other third parties, harassing third parties or otherwise breaching any applicable law. In particular, unauthorised telephone marketing/sales and the sending of unsolicited advertising emails, faxes or text messages (spam) is prohibited.

(3) Special advertising guidelines
(a) Sales and marketing activities are not allowed to misrepresent commissions that are to be understood as "top-up premiums" or other commissions in connection with the simple recruitment of a new Brand Ambassador, or otherwise engage in actions that give the impression that the sales system advertised constitutes an unlawful sales system
.
(b) Sales and marketing activities are not be directed at minors or persons inexperienced in business and shall in no way exploit them due to their age, physical or mental impairment, or limited capacity to reason in order to induce consumers to conclude a contract. During interactions with socially disadvantaged persons or foreign-language population groups, Brand Ambassadors will take all due consideration of their financial capacity and limited discretion, as well as limited language comprehension skills, and, in particular, omit anything that could cause members of such groups to place orders that do not correspond to their circumstances.
(c) No sales and marketing activities are to be undertaken which are inappropriate, illegal or unsafe, or which exert undue pressure on selected consumers.
(d) Vis-à-vis consumers, Brand Ambassadors will only make reference to written recommendations, test results, testimonials or other persons for business purposes if the referee and VERWAY have officially authorised them and they are neither inaccurate nor outdated. Letters of recommendation, tests and personal testimonials must always be in the context of the purpose for which they are intended

(4) The use, production and distribution of proprietary websites, sales documents, proprietary product brochures and other self-created media and advertising material, or making changes to the landing page made available to the team partner is only permitted following prior and express written consent. In the event that the Brand Ambassador promotes VERWAY goods through other Internet media, including social networks (e.g. Facebook or Instagram), online blogs or chat rooms (e.g. WhatsApp or Snapchat), they are only permitted to use official VERWAY advertising messages or promote employment as a VERWAY employee. It is prohibited to use the names, trademarks, logos and other proprietary names of VERWAY, including using them as an online/social media account name/username, or using them as a profile picture on social media channels (or online accounts), or using them as keywords in Google AdWords, Google AdSense and related services or using them as email names.

(5) VERWAY products are allowed to be revocably presented and sold under applicable law in private conversations or conversations with multiple persons, at home parties, online home parties, online networking events and/or in online conferences organised by the Brand Ambassador.

(6) The Brand Ambassador is prohibited at all times from selling or otherwise distributing his own marketing and/or sales materials to other VERWAY Brand Ambassadors.

(7) Brand Ambassadors are only allowed to present VERWAY goods at trade fairs or exhibitions following written permission by VERWAY.

(8) During the course of business, the Brand Ambassador is not allowed to convey the impression that he acts in the name or on behalf of VERWAY. Rather, that he is obliged to introduce himself as an "Independent VERWAY Brand Ambassador". Websites, stationery, business cards, car graphics and advertisements, advertising materials and similar must be suffixed with "Independent VERWAY Brand Ambassador" and are not allowed to bear the VERWAY badge and/or the trademarks, work titles, business names and other marks of VERWAY without prior and express written consent. The Brand Ambassador is also prohibited from applying for or receiving loans in the name of VERWAY or in the interest or the name of the company, or to make any expenses, enter into any obligations, open bank accounts, enter into other contracts or otherwise make binding declarations of intent. The Brand Ambassador is neither granted the authority to collect nor the power of attorney to represent VERWAY to third parties. Nor is the Brand Ambassador responsible for fulfilling an obligation from a business transaction he has brokered.

(9) In their business dealings, Brand Ambassadors are prohibited from referring to trademarks from competing companies in a negative, degrading or otherwise unlawful manner, or to rate other companies negatively, disparagingly or negatively, or to make degrading or otherwise unlawful evaluations for the purpose of enticing Brand Ambassadors away from other companies.

(10) All presentation, advertising, training and film materials, product labels, etc. (including photographs) of VERWAY are subject to copyright. Beyond the contractual right of use of the Brand Ambassador, and without the prior express written consent of VERWAY, they are not allowed to be reproduced, distributed, made available to the public, or processed either in whole or part.

(11) The use of the VERWAY mark and/or the trademarks, logos, work titles, business names and other markings of VERWAY is only permitted with prior and express written consent. This also applies to the registration of Internet domains. VERWAY may require the deletion and/or transfer to VERWAY of Internet domains that use the VERWAY name and/or trademarks, work titles and business names and other marks of VERWAY in cases where their use has not been approved in writing by VERWAY. In the event of an acquisition, VERWAY bears the pure transfer costs for the provider, but not other costs or a license or other any other fee for the domain. Brand Ambassadors are also prohibited from registering any trademarks, work titles or other proprietary rights that contain any trademark, product name, work title or business name of VERWAY that is registered or otherwise protected in any other country/territory. The aforementioned prohibition applies to both identical and similar marks or goods.

(12) A Brand Ambassador can re-register with VERWAY on terminating his old position. The condition for this is that termination and confirmation of termination of the Brand Ambassador's old position by VERWAY took place at least 12 months ago and that the terminating Brand Ambassador did not perform any activities for VERWAY during this period.

(13) The Brand Ambassador is prohibited from responding to press enquiries about VERWAY, its goods, the VERWAY Career Plan or any other VERWAY services. The Brand Ambassador is obliged to forward all press enquiries to VERWAY immediately.

(14) Insofar as possible, the Brand Ambassador undertakes to ensure that customer data obtained through sales activities is used exclusively for activities undertaken for VERWAY and, specifically, that said data will not forwarded to third parties and/or used for third party services.

(15) The Brand Ambassador is only allowed to promote and sell services for VERWAY or recruit new Brand Ambassadors in those states that have been officially opened by VERWAY.

(16) VERWAY allows Brand Ambassadors to purchase VERWAY goods for personal needs and the needs of his family members. Under no circumstances and at any time is the Brand Ambassador permitted to allow himself, or induce any of his family members, other Brand Ambassadors or third parties, to purchase products that exceed the requirements of personal use in order to create or fabricate commission claims or "do a favour" for a family member.

(17) VERWAY allows Brand Ambassadors to purchase VERWAY goods for personal needs and the needs of his family members. Under no circumstances is the Brand Ambassador permitted to allow himself, any of his family members or other Brand Ambassadors to purchase products in bulk quantities for personal use that may unduly exceed the limits of personal use within a household. By re-ordering goods, the Brand Ambassador assures that at least 75% of the previous delivery has already been consumed for business purposes at product launches and tasting/testing sessions and that there is no more than 25% of the last order still available in stock. Also, the Brand Ambassador is not allowed to purchase any more goods than he can reasonably consume within a month by himself or third parties.

(18) The Brand Ambassador will report the location, time and content of promotional events to the general public in good time prior to publishing the invitation by the VERWAY Executive Board in the event planning system provided by VERWAY. If required in order to benefit the company and the VERWAY sales organisation and its members, VERWAY is entitled request changes or even waiver the event.

(19) The use of paid telephone numbers to market the business activity or VERWAY products is not permitted.

(20) The Brand Ambassador is to promptly and truthfully notify VERWAY of all breaches of the General Terms and Conditions for Brand Ambassadors and the VERWAY Code of Conduct as well as any other provisions of the company.

§ 8 Non-Competition/Non-Solicitation Clause

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

(2) Notwithstanding the permission formulated in (1) here, the Brand Ambassador is not allowed to sell products or services of other companies to other VERWAY Brand Ambassadors.

(3) Insofar as the Brand Ambassador also works for several companies, including network marketing companies, party sales companies or other direct sales companies, he commits to arranging each activity (together with the respective downline) so that no connection or confusion with his activity for the other company takes place. Specifically, the Brand Ambassador is not allowed to offer products other than VERWAY products at the same time at the same location, or in close proximity or on the same website, Facebook page, other social media platform or Internet platform.

(4) The Brand Ambassador is also prohibited from enticing other VERWAY Brand Ambassadors away to sell other products.

(5) In concluding a Brand Ambassador Contract, the Brand Ambassador is also prohibited from such breaches against other Brand Ambassadors, or from breaching other sales agreements it has concluded with other companies whose terms are still in effect.

§ 9 Confidentiality

The Brand Ambassador shall maintain absolute secrecy about the business and trade secrets of VERWAY and its structure. Specifically, business and trade secrets include information about downline activities, the downline genealogy and information contained therein, Brand Ambassador, customer and contractor data, and information about the business relationships of VERWAY, its affiliated companies and other suppliers. This obligation also remains in place after the Brand Ambassador contract has ended.

§ 10 BRAND AMBASSADOR PROTECTION/NO REGIONAL EXCLUSIVITY

(1) The active Brand Ambassador, who acquires a new Brand Ambassador for the first time to sell VERWAY products, has the new Brand Ambassador assigned to his structure in accordance with the Career Plan and the placement specifications regulated therein (Brand Ambassador Exclusivity), whereby the date and time when VERWAY receives the registration application from the new Brand Ambassador applies to the assignment. Changing the "placement position" for a directly or indirectly sponsored partner is not possible.

(2) VERWAY is entitled to remove all personal information from its system, including the email address of a sponsored Brand Ambassador, if any promotional mailings, covering letters or emails with the words "moved", "deceased", "not accepted", "not known at this address" or similar are returned and the newly acquired Brand Ambassador or sponsor does not correct the incorrect data concerning the newly recruited Brand Ambassador within a reasonable period of 14 days. If VERWAY incurs costs for promotional mailings and packages which are undeliverable, they are entitled to reclaim the costs for this, unless the consigning Party was not at fault for the incorrect delivery.

(3) Furthermore, cross-line sponsoring and the attempt to do so within the company is prohibited. Cross-line sponsoring refers to the acquisition of a natural person, corporation or partnership that is already a Brand Ambassador with VERWAY in another sales line, or has had a Brand Ambassador Contract with VERWAY in the last 12 months. It is also forbidden to use the name of a spouse, relatives, trade names, corporations, partnerships, trust companies or other third parties in order to circumvent this provision.

(4) Bonus manipulation is prohibited. Specifically, this includes, in particular, the sponsorship of Brand Ambassadors who do not actually perform business for VERWAY (what are referred to as straw men), and open or concealed multiple registrations, insofar as this is prohibited. It is also forbidden to use the name of a spouse, relatives, trade names, corporations, partnerships, trust companies or other third parties in order to circumvent this provision. It is also prohibited to induce third parties to sell or purchase goods in order to achieve a better position in the Career Plan, to manipulate the group bonus or otherwise to precipitate bonus manipulation.

(5) The Brand Ambassador is not entitled to territorial exclusivity.

§ 11 Warnings, Contractual Penalties, Damages, Indemnification

(1) In the case of the first breach of the duties of a Brand Ambassador as regulated in § 7, a written warning is issued by VERWAY, whereby the Brand Ambassador has a period of 10 days to remedy the breach of duty. The Brand Ambassador commits to replacing the costs of a warning, and specifically the lawyer's fees incurred for the warning.

(2) Express reference is made here to § 16 (2), according to which VERWAY is entitled to extraordinary termination without prior warning at its own discretion, if a breach of the duties regulated in § 8, 9 and 10 (3) and (4), 18 (3) and 19 takes place, as well as a particularly serious breach of the duties as stipulated in § 7, as well as other applicable contractual or statutory law, including the measures under § 11 (1). Notwithstanding the immediate extraordinary right of termination as provided for in §. 16 (2), VERWAY is, at its own discretion, also entitled in individual cases to issue a warning in terms of Subsection (1) prior to the notice of extraordinary termination, including a curtailed period of remedy.

(3) If the same or in essence the same breach occurs again following expiry of the period of grace set in the warning, or if the originally alleged breach is not remedied, then, at discretion of VERWAY, a contractual penalty is to be paid immediately or reviewed by the competent court in the case of dispute. Enforcement of the contractual penalty also incurs further legal fees which the Brand Ambassador is obliged to replace.

(4) The Brand Ambassador is liable for all losses incurred by VERWAY owing to a breach of duty by the Brand Ambassador, regardless of the forfeited contractual penalty, unless the Brand Ambassador is not responsible for the breach of duty.

(5) In the event of a claim by a third party for breach of any of the contractual obligations or any other breach of applicable law by the Brand Ambassador, the Brand Ambassador shall indemnify VERWAY against liability at the first request made by VERWAY. Specifically, the Brand Ambassador undertakes to bear all costs, and, in particular, legal fees, court costs and losses incurred by VERWAY in this connection.

§ 12 Adjustment of Prices and Commissions

With specific regard to changes in market conditions and/or the license structure, VERWAY reserves the right to change the prices to be paid by the Brand Ambassador or the commissions, Career Plan or user fees associated with the services at the beginning of a new accounting period. VERWAY will notify the Brand Ambassador of the change within a reasonable period of time prior to the change taking place. Increases in the prices of more than 5%, or changes in the Career Plan to the detriment of the Brand Ambassador give the Brand Ambassador the right to object to the change. The changes become part of the Contract if the Brand Ambassador fails to object to the changed conditions within one month of notification. Changes known at the time the Brand Ambassador Contract is concluded are not subject to notification and do not constitute a right to object by the Brand Ambassador. In the event of an objection, VERWAY is entitled to terminate the Contract at the time the amended or supplemented terms and conditions come into force.

§ 13 Advertising Materials, Contributions

All free advertising materials and other contributions made by VERWAY can be revoked at any time with effect for the future.

§ 14 COMPENSATION, COMMISSIONS AND SETTLEMENT

(1) In return for successful placement and his work, and upon attaining the qualifications required, the Brand Ambassador receives commissions and other compensation that result from the VERWAY Career Plan inclusive of the respective qualification requirement. All commission claims result from the Current Career plan, which the Brand Ambassador can access and view in each case in his back office. Payment of the compensation covers all costs incurred by the Brand Ambassador for maintaining and executing his business, unless otherwise agreed by contract.

(2) Successful brokering within the meaning of (1) of this Contract only exists if the contractual relationship between the customer and VERWAY has effectively come about and the customer has not revoked his application to conclude a contract, specifically according to the provisions of distance selling or doorstep business. Furthermore, a claim for compensation only arises when the customer has credited the payment to the VERWAY account and all other payment conditions are met.

(3) A commission claim does not arise specifically, if
a.) The customer makes use of his right to withdraw,
b.) The Customer legally challenges the contract,
c.) The customer order came about unlawfully,
d.) VERWAY refuses to accept the contract,
e.) Incorrect and/or incomplete customer orders are submitted.
In addition, no commission claims arise in the case of fraudulent brokering, either owing to fraudulent or abusive measures undertaken by the customer, the Brand Ambassador or his vicarious agents.

(4) Prior to the initial payment of commissions, VERWAY reserves the right to ask the Brand Ambassador to prove his identity, or the identity of the person/s acting for corporations or partnerships, by uploading to the VERWAY back office a copy of his ID card, passport or driving license. In the case of corporations, partnerships or registered merchants, VERWAY also reserves the right ask for submission of a copy of an up-to-date extract from the commercial register (no more than one month old).

(5) VERWAY initially records the Brand Ambassador as a small business operator. As soon as he opts to pay sales tax (VAT) in the course of his commercial activities or exceeds the VAT limits for small businesses, he will inform VERWAY immediately by notifying them of his tax number and presenting confirmation of this from his local tax office. We expressly point out that VERWAY participates in the Reverse Charge procedure for VAT purposes.

(6) Commissions for the Brand Ambassador are credited on a daily basis to an e-wallet. Owing to the customer's right to cancel, the Brand Ambassador can pay out the balance at any time (or order new goods) from the end of the 21st day after the customer purchased the goods.

(7) The Contracting Parties agree that no claims can exist or be asserted for a commission which is higher than the commission on which this Contract is based. The commission covers all claims by the Contracting Party, specifically all expenses, travel expenses, office costs, telephone costs or other expenses for advertising materials, as well as all other costs associated with performing the Contract. Payment of the compensation in accordance with (1) signifies that all activities and services performed by the Brand Ambassador have been compensated for. Specifically, this also includes services rendered for the production and maintenance of the Brand Ambassador portfolio, customer stock and the future market potential that results from this, which also exists in the sense of an advance payment for this, so that in the event of the Contract being terminated by whichever Party and for whatever reason, VERWAY is not liable for whatever legal reason for any compensation and/or compensation claims. Reference is expressly made to §16 (5) here in this regard.

(8) VERWAY is entitled to assert a right of retention in accordance with the statutory provisions. VERWAY is also entitled to assert a right of retention to commission payments, unless all documents required under the Contract or by law have been submitted prior to the initial payment being made. In the event that VERWAY exercises its right to retain commission payments, the Contracting Parties agree that the Brand Ambassador is not entitled to any interest for the period during which the commission is retained.

(9) VERWAY is also entitled to offset all or part of claims that VERWAY may have against the Brand Ambassador for his commission claims. If these counterclaims are undisputed or legally binding, the Brand Ambassador is entitled to offset.

(10) Pledges and assignments of claims by the Brand Ambassador from Brand Ambassador contracts are excluded, unless mandatory law precludes this. The burdening of the Contract with the rights of third parties is not permitted, insofar as mandatory law does not preclude this.

(11) The Brand Ambassador will check that invoices that have been issued properly and promptly notify VERWAY of any objections he may have in relation. All commission claims result from the Current Career plan, which the Brand Ambassador can access and view in each case in his back office. Incorrect commissions, bonuses or other payments made need to be reported to VERWAY in writing within 60 days. Commissions, bonuses or other payments made are considered approved after this time.

(12) Commissions are paid out monthly at the explicit request of the Brand Ambassador subject to VERWAY payment modes and methods. VERWAY reserves the right to initially transfer commissions when a minimum payout threshold of €50.00 has been reached. In the event that this threshold is not reached, commission claims will continue to accumulate in the business account that VERWAY holds for the Brand Ambassador and will be paid out to the Brand Ambassador in the month following the month in which the minimum payout limit is reached.

§ 15 Blocking Brand Ambassadors

(1) In the event that the Brand Ambassador fails to provide the proof requested by VERWAY for paying out any compensation or advance commissions or other payments within 30 days of being made aware of these requirements, VERWAY is entitled to temporarily block the Brand Ambassador in the VERWAY System until the requisite documents have been submitted. The period during which he is blocked does not entitle the Brand Ambassador to extraordinary termination of the Contract, and does not give rise to any claim for repayment of the price already paid for the Starter Set, or any other claims for compensation, unless the Brand Ambassador is not responsible for being blocked.

(2) After blocking has been announced and each time a reminder is sent out concerning undelivered documents in terms of (1), VERWAY is entitled to reimbursement of the necessary costs for said reminder.

(3) VERWAY will post compensation payments, commission advances or other payments that cannot be made owing to the aforementioned reasons as non-interest-bearing commissions which lapse at the latest within the statutory limitation periods.

(4) VERWAY reserves the right to block Brand Ambassadors for good reason irrespective of the reasons for blocking referred to in (1). VERWAY specifically reserves the right to block the Brand Ambassador's in the back office and any other VERWAY system without notice if the Brand Ambassador breaches the obligations set out in § 7-9 and § 10 (3) and (4) or otherwise breaches applicable law. The block will remain in place until the breach of the duty is removed following a corresponding warning by VERWAY. The block remains permanent if the breach of duty is serious and leads to extraordinary termination of the contractual relationship.

§ 16 CONTRACT TERM, TERMINATION

(1) The Brand Ambassador Contract is agreed for an indefinite term and can be terminated by either Party with a period of notice of two weeks at the end of the month.

(2) Notwithstanding the reason for termination in (1), both Parties have the right to terminate the Brand Ambassador Contract extraordinarily for exceptional reasons. An important reason for termination by VERWAY also lies in a breach of one of the duties regulated in § 7, by way of which a Brand Ambassador fails to fulfil his duty to remove in time in terms of Sec. 11 (1), or following the removal of the breach of duty at a later point in time, the same or a similar breach occurs. VERWAY is entitled to terminate the Contract for exceptional reasons without prior warning in the event of a breach of the duties set out in § 8, 9 and 10 (3) and (4) and 18 (2) or 19, including a very serious breach of § 7, or other applicable contractual or statutory law. An extraordinary reason for termination for each Party also exists if insolvency proceedings are instituted against the other Party, or the opening of said proceedings has been rejected owing to lack of assets, or the other Party is otherwise insolvent, or has signed an affidavit in the course of execution. The right to terminate for exceptional reasons exists without prejudice to further claims.

(3) VERWAY is also entitled to terminate the Brand Ambassador Contract in exceptional circumstances, unless the Brand Ambassador has performed the required actions in terms of §14 (4) within 6 months of registering, or the Brand Ambassador remains inactive for a period of more than 6 months. 15 days prior to issuing the notice of extraordinary termination, VERWAY is obliged to notify the Brand Ambassador of the impending termination by email (to the email address provided in the system), or in the Brand Ambassador's back office, so that he can perform the actions required within a period of 15 days.

(4) VERWAY is also entitled to terminate the Brand Ambassador Contract for exceptional reasons if the Brand Ambassador fails to pay the annual license and maintenance fee as defined in § 6 (2), in which case VERWAY will deduct the license and maintenance fee in terms of Sec. 6 (2) directly from the commissions in the Brand Ambassador's e-wallet when the balance is sufficient. No later than 15 days prior to the notice of extraordinary termination and in accordance with (1) and (2) here, VERWAY will notify the Brand Ambassador of the impending termination by email (to the email address provided in the system), or in the Brand Ambassador's back office, so that he can perform the actions required within a period of 15 days.

(5) Following conclusion of a contract, subject to any other separate written regulation, renewed conclusion of the contract is only possible after a period of at least 12 months has expired.

(6) The Brand Ambassador is no longer entitled to any commission once the contract has terminated. This does not apply to contracts that have already been brokered successfully at this time. The right to these commissions remains unaffected. Furthermore, on termination of the Contract, the Brand Ambassador is not entitled to compensation, because, in accordance with § 4 (1), he is not a commercial agent in terms of the German Commercial Code (HGB).

(7) Terminations will only be accepted in written form, whereby ordinary and extraordinary termination can also take place by email in accordance with (3) and (4), but not in accordance with (2).

(8) If a Brand Ambassador simultaneously lays claim to other VERWAY services that are independent of the Brand Ambassador Contract, such as use in terms of § 6 (2) or the permanent receipt of goods, these services remain unaffected by the termination of the Brand Ambassador Contract unless the Brand Ambassador specifically requests their termination on termination of the Contract. If, after the termination of the Contract, the Brand Ambassador continues to receive services from VERWAY, this takes place as a normal customer.

§ 17 DATA PROTECTION OBLIGATIONS OF BRAND AMBASSADORS

The Brand Ambassador is prohibited from storing, using or disclosing to third parties personal or customer-specific end-user data known to him that concerns contractual rights and/or provisions.

§ 18 Transfer of the Business Operation/Structure/Death of the Brand Ambassador

(1) VERWAY can transfer all or part of its business or any of its assets to third parties at any time, provided that the Party making the acquisition complies with applicable law.

(2) Insofar as a new corporation or partnership registered as a Brand Ambassador wishes to take on a new shareholder/partner, this can take place up to the surrender of 20% of the shares, provided that the previous shareholder(s)/partner(s) who applied to become (a) contractual shareholder(s)/partner(s) also remains a shareholder/partner. If a shareholder/partner wishes to resign from the corporation or partnership registered as a Brand Ambassador, or if the shares of one or more shareholders/partners amount to more than 20% of the shares to be transferred to third parties, then this action is only permitted upon submission of the corresponding notarial deed and in compliance with the requirements of this Contract, subject to prior written consent only, which takes place at the sole discretion of VERWAY. VERWAY charges an administration fee of €25.00 for processing the aforementioned application. If this requirement is not met, VERWAY reserves the right to terminate the contract for the corporation or partnership registered as a Brand Ambassador.

(3) The Brand Ambassador is entitled to transfer his sales structure following the prior written consent of VERWAY, and to transfer his sale and/or transfer contract with the third party, as well as submitting the third party's Brand Ambassador application to VERWAY, unless VERWAY has made use of the right of first refusal to which it is entitled. The transfer of the sales structure can only take place to persons who are not VERWAY Brand Ambassadors at the time of the transfer, who have not been Brand Ambassadors in the past 12 months and who have not been dismissed by VERWAY as Brand Ambassadors in the past 18 months owing to extraordinary circumstances. In contrast, VERWAY Brand Ambassadors are not allowed to transfer or purchase a sales structure. Even if it makes no use of its right of first refusal, VERWAY otherwise grants its consent based on its own free business discretion. The Brand Ambassador is obliged to notify VERWAY in writing of the intended transfer of his sales structure. Following receipt of the written notification, VERWAY has one month to exercise its right of first refusal. If this does not take place, the transfer is permitted following agreement by VERWAY. A sale is only possible if the contractual relationship has not been terminated. The right of the Brand Ambassador to sell his own sales organisation ceases in the event of termination without notice or a breach of these General Terms and Conditions for Affiliates. This same also applies if the brand Ambassador making the sale still owes VERWAY money. Insofar as the Brand Ambassador is a corporation or partnership, a transfer of the sales structure is only permitted it is complies with the further requirements of this Contract.

(4) The Brand Ambassador Contract ends at the latest on the death of the Brand Ambassador. The Brand Ambassador Contract can be inherited in compliance with the legal requirements. The heirs must enter into a new Brand Ambassador Contract within 6 months of the death of the forgoing Brand Ambassador, by which the heir adopts the rights and duties of the testator. If the heir is already registered as a natural person with VERWAY as a Brand Ambassador, and since a natural person is only allowed to take up one position in the marketing plan, the heir will have to abandon his previous position in the VERWAY sales structure or, if the conditions of 18 (3) permit, and a transfer is not possible, transfer or relinquish one of the two future sales structures to a third party in accordance with Sec. 18 (3). A death certificate needs to be submitted to prove that the Brand Ambassador has died. If there is a will that makes statements about the inheritance of the Brand Ambassador Contract, a notarised copy is to be submitted. All rights and obligations under the Contract pass to VERWAY after the unused expiry of the six-month period. By way of exception and provided that the six-month period is disproportionately short for the heir(s) in the individual case, the term shall be extended by an appropriate period.

(5) In the event that a Brand Ambassador wishes to perform his business activity under another name in future, via a corporation, partnership, as a married couple, as a registered civil partnership or under a different name, this can only take place on request, where VERWAY is entitled to reject the application at its discretion.

§ 19 Separation/Break-Up/Divorce/Dissolution

In the event that a Brand Ambassador that is registered as a married couple, corporation or partnership terminates its business activity internally, then only one Brand Ambassador position shall remain following the separation, break-up, divorce or dissolution, or other termination of one of the aforementioned organisations. Spouses, members and partners who divorce, separate, break up or dissolve must agree amongst themselves on which the spouse/member/partner is to continue the Contract and notify VERWAY by written communication that is certified by a notary and signed by both parties, or by submitting an appropriate court order. In the event of an internal dispute concerning the consequences of the separation, break-up, divorce, dissolution or other termination of the contractual partnership with VERWAY, VERWAY reserves the right to terminate the Contract for extraordinary reasons, if said dispute results in the obligations of the Brand Ambassador being neglected, these General Terms and Conditions for Affiliates being breached, a violation of applicable law or an unreasonable burden on the downline or upline.

§ 20 Consent to the Use of Social Media Posts, Photographic and Audio-Visual

Materials, Use of Recordings of Materials and Presentations

(1) The Brand Ambassador grants VERWAY the right to the fee free use of photographic and/or audio-visual materials and company-specific hashtags, or similar social media posts that contain his portrait, voice recordings or statements and quotations made by him in his function as a Brand Ambassador. In this regard, on submitting the Brand Ambassador application and taking note of these General Terms and Conditions for Affiliates, the Brand Ambassador expressly agrees to the publication, use, duplication and alteration of his quotations, recordings and hashtags, or other social media posts.

(2) For the purpose of selling or for personal or business use, the Brand Ambassador is prohibited from making any audio, video or other recordings of events sponsored by VERWAY, including telephone conferences, speeches or meetings. A Brand Ambassador is prohibited from recording, making or compiling any audio or video presentations, or recordings of any VERWAY event, speech, telephone conference or meeting without the prior written consent of VERWAY.

§ 21 Data Protection/Privacy

(1) The Privacy Policy of VERWAY can be found in the following.

(2) You can visit our website anonymously. Every time you access our website, your Internet browser transmits the following data as standard to our web server: the date and time of access, the IP address of the sender, the resource requested, the http method used and the http user-agent header. Since our web server stores this data separately to other data, we cannot assign this data to a specific person. This data is deleted immediately following its anonymous evaluation for statistical purposes.

(3) VERWAY uses cookies in order to be able to assign the enquiries and requests made by prospective customers. Cookies allow VERWAY to measure the frequency of page views and general navigation. Cookies are small text files which are stored on your computer system. We expressly point out here that some of these cookies are transferred from our server to your computer system, whereby they mostly take the form of what are known as "session cookies". One feature of "session cookies" is that they are automatically deleted from your hard drive once the browser session comes to an end. Other cookies remain stored on your computer system and allow us to recognise your browser when you next visit our website (permanent cookies). If your browser allows you do so, you can reject cookies at any time. Please note that certain functions of this website cannot be used or can only be used to a limited extent if your browser is set up to reject cookies (from our website).

(4) VERWAY uses Google Analytics to assign enquiries and requests from prospective customers. Google Analytics uses what are known as cookies, which are small text files that are stored on your computer, which facilitate the analysis of how you use our website. The information generated by the cookie on how you use our website (including your IP address) is usually transferred to a server from Google in the USA and stored there. Google uses this information to evaluate how you use the website in order to compile reports on your website activity, provide them to the website operator and render further website and internet-related services. Google may also transfer this information to third-parties if required by law or where such third-parties process the information on Google's behalf. Google does not associate your IP address with any other data held by Google. You can prevent the installation of cookies by making the appropriate settings in your browser; we would like to point out, however, that this may limit your ability to use all the features on this website to their full extent. By using this website, you consent to Google processing the data collected on your person in the manner described above and for the purposes mentioned above.

(5) VERWAY uses social plug-ins ("plug-ins") from the social network Facebook, operated by Facebook Inc., 1601 S. California Ave, Palo Alto, CA 94304, USA. These plug-ins can be identified by the Facebook logo or are labelled with "Social Plug-in from Facebook" or "Facebook Social Plug-In". You can find an overview of Facebook plug-ins and what they look like here.

When you visit a page on our website that contains a plug-in of this type, your browser establishes a direct connection to Facebook servers. Facebook transmits the contents of the plug-in directly to your browser, which embeds it into the website.

By embedding the plug-in, Facebook receives the information that your browser has accessed the corresponding page on our website, even if you do not have a Facebook account or are currently not logged in to Facebook. This information (including your IP address) is transmitted directly to a Facebook server in the US by your browser and stored there.

If you are logged into Facebook, Facebook can assign your visit to our website directly to your Facebook account. If you interact with the plug-ins, for instance, by clicking on the "Like" button or by making a comment, the corresponding information is transmitted directly to a Facebook server and stored there. The information is also posted on your Facebook profile and displayed to your Facebook friends.

Facebook can use this information for advertising and market research purposes and for designing needs-based Facebook pages. For this purpose, Facebook creates usage, interest and relationship profiles and more, for instance, to evaluate your use of our website with regard to the advertisements that appear to you on Facebook, to inform other Facebook users about your activities on our website and to provide other services related to your use of Facebook.

If you do not want Facebook to collect data about you over our website and assign it to your Facebook account, you should log out of Facebook before visiting.
Please refer to the privacy policy of Facebook for more information on the purpose and scope of data collection and the further processing and use of your data by Facebook, as well as your rights in this regard, and the settings options available for protecting your privacy.

(6) Note about the Google +1 button: The Google +1 button allows you to publish information worldwide. It also allows you and other users to receive personalised content from Google and our partners. Google stores both the information you provide to +1 for content purposes, as well as information on the page you viewed when you clicked on +1. Your +1 can be displayed along with your name and profile photo as suggestions in Google services, such as in search results or in your Google profile, or elsewhere on websites and ads on the Internet. To improve Google's services to you and others, Google records information about your +1 activities. In order to be able to use the Google +1 button, you need a globally visible, public Google profile, which at a minimum needs to contain your chosen profile name. This name is used for all Google services. In some cases, this name can also replace another name you have used when sharing content through your Google account. The identity of your Google profile can be shown to other users who know your email address or are in possession of other identifying information about you. How the information collected is used: in addition to the aforementioned uses, the information you provide is used in accordance with the Google privacy policies in effect. Google may release aggregated statistics concerning users' +1 activities, or transmit them to other users and partners, such as publishers, advertisers or linked sites.

(7) Twitter functions are integrated into our website pages. These functions are offered by Twitter Inc., 795 Folsom St., Suite 600, San Francisco, CA 94107, USA. Using Twitter and the 'Re-Tweet' function links the websites you visit to your Twitter account and makes them known to other users. This data is also transferred to Twitter. As the provider of this website, we would like to point out that we have no knowledge or information about how Twitter uses this data. For more information, please see the privacy policy of Twitter. You can change your privacy settings on Twitter in your account settings.

(8) Personal data is only collected if the Brand Ambassador provides it voluntarily during the ordering or registration process. VERWAY uses the personal data transmitted (e.g. title, name, address, email address, telephone number, bank account, credit card number) in accordance with the provisions of the German data protection regulations.

(9) For the purpose of fulfilling the aforementioned contractual obligations and for fulfilling the Contract, i.e. billing or making commission payments, providing product and marketing information (e.g. in newsletter form), insofar as it is necessary, the personal data of the Brand Ambassador is forwarded to third parties, including our Accounts department, the remitting bank or suppliers. The personal data belonging to the Brand Ambassador is deleted on termination of this Contract, including full payment of the agreed compensation. Unless the Brand Ambassador expressly consents to the continued use of his personal data, data that has to be stored for tax or commercial reasons is blocked after the Contract has been processed.

(10) The Brand Ambassador is entitled to request information about his data at any time free of charge, including its modification, blocking or deletion. Insofar as the Brand Ambassador wishes to receive further information on the storage of his personal data, or wishes to have the data belonging to a prospective customer deleted, blocked or changed, he can contact the email or postal address stated in § 1 for further support.

(11) This Privacy Policy can be viewed and downloaded from the VERWAY website at any time.

§ 22 DISCLAIMER

(1) Other than damages caused by loss of life, body or health, VERWAY can only be held liable for damages insofar as they are caused by intentional or grossly negligent acts or the culpable violation of a material contractual obligation (e.g. payment of commission) by VERWAY, its employees or vicarious agents. This also applies to losses resulting from the breach of obligations during contractual negotiations and from taking unauthorised actions. Any further liability for damages is excluded.

(2) Liability is limited to the typically foreseeable damages at the time of concluding the Contract, and otherwise limited in amount to the average damages typical for the Contract, except in the case of loss of life, limb or health, or wilful or grossly negligent conduct by VERWAY, its employees or vicarious agents. This also applies to indirect damages, especially loss of profit.

(3) VERWAY cannot be held liable for losses of any kind that result from loss of data on servers, except in the event of gross negligence or wilful misconduct by VERWAY, its employees or vicarious agents.

(4) In terms of media and telecommunications law and/or other applicable law, the data contents secured by VERWAY relating to Brand Ambassadors remain external to VERWAY.

§ 23 INCORPORATION OF THE CAREER PLAN

(1) The VERWAY Career Plan and the requirements contained therein are also an express component of the Brand Ambassador Contract. The Brand Ambassador is to comply with these provisions at all times in accordance with the currently valid version.

(2) By sending VERWAY his request to conclude a Brand Ambassador Contract, the Brand Ambassador also assures that he has taken note of the VERWAY Career Plan and accepts it as a component of the Contract.

(3) VERWAY is entitled to change the VERWAY Career Plan at any time. VERWAY will announce changes to Career Plan in advance within a reasonable amount of time. The Brand Ambassador is entitled to object to the change in the Career Plan. In this case, the Brand Ambassador is entitled to terminate the Contract at the time the amendment enters into force. The Brand Ambassador expressly accepts the amendment if he does not terminate the Contract within four weeks of the amendment entering into force.

§ 24 Terms and Conditions of Contract, Delivery and Payment for the Purchase of Goods Meant for Resale

The following Terms and Conditions of Contract, Delivery and Payment apply to the sale of goods to Brand Ambassadors who purchase said goods as independent contractors for the purpose of the resale to or entertainment of their customers, who therefore purchase from VERWAY as independent contractors. All offers made by VERWAY are non-binding.

(1) Quotations, prices and the acceptance of orders, contractual texts, contract conclusion, profit-turbo, contributions and advertising material
(a) All orders placed by Brand Ambassadors for resale or entertainment are made in accordance with the VERWAY price lists valid at the time of the order.
(b) The presentation by VERWAY of the product range in no way constitutes a binding offer to purchase. The brand Ambassador only makes a binding offer to purchase from VERWAY when the order passes through the ordering process. When making purchases through the VERWAY online store, the Brand Ambassador orders the products in the shopping cart first when he clicks the "Submit Payable Order" button. A contract is only concluded when a written order confirmation is received email or, if VERWAY refrains from sending an order confirmation, on delivery of the goods by VERWAY. VERWAY saves the contract text and sends it to the Brand Ambassador in the confirmation email. The contract language for all orders is German.
(c) If changes in the legal regulations lead to additional or increased duties being incurred between conclusion of the contract and delivery, VERWAY is entitled to increase the agreed purchase price accordingly.
(d) VERWAY is entitled to only accept orders placed by the Brand Ambassador in part if they contain discrepancies or reservations. If the Brand Ambassador does not want to consent to partial acceptance of the order, he is obliged to inform VERWAY in writing no later than three working days after being notified of the deviation or reservation. In this case, the Contract is considered not to have been concluded. Otherwise, acceptance of the order will be deemed to have been approved by the Brand Ambassador. A minimum order value of net €50.00 per order is required for the shipment to be made.

(2) Delivery Terms
(a) Delivery takes place ex-works unless otherwise agreed in writing. All delivery obligations are subject to the correct and timely delivery of the products to VERWAY by its suppliers. Partial deliveries are permitted unless deemed unreasonable for the Brand Ambassador. Compliance with the obligation to deliver takes place under the assumption of the timely and proper fulfilment of the obligation to cooperate of the Brand Ambassador as the ordering party.
(b) Risk transfers to the Brand Ambassador when the goods are handed over to the reliable supplier, whereby the goods shipment is always insured. Unless otherwise agreed in writing by VERWAY, the means of transport selected is chosen at the discretion of VERWAY without any liability for choosing the cheapest and fastest transport.
(c) If VERWAY incurs additional shipping costs owing to the Brand Ambassador providing an incorrect delivery address or wrong addressee, the Brand Ambassador shall reimburse these costs unless he is not responsible for the misrepresentation.

(3) Shipping Costs
The individual countries that VERWAY delivers to and the respective shipping costs can be sourced from the shipping information.

(4) Payment Terms
(a) Unless otherwise agreed in writing, the purchase price is due immediately when the related invoice is raised. The same also applies to invoices for partial deliveries. Payment by credit card, instant transfer (EPS in Austria), advance payment and PayPal (the PayPal conditions can be found here) are available to the Brand Ambassador as payment options. Part payments cannot be made. Delivery takes place if the payment conditions are fulfilled in accordance with the respective payment option. Premature settlement of outstanding payment amounts is possible at any time and can be arranged by contacting the Partner Online Office.
(b) All prices are quoted including VAT.
(c) Unless otherwise agreed, all shipping costs, and, specifically, packaging, transport costs, transport insurance and deliveries, take place at the expense of the Brand Ambassador.
(d) If the Brand Ambassador is in default, all obligations vis-à-vis VERWAY are due immediately. In the event of late payment, as a merchant, the Brand Ambassador is obliged to pay default interest to VERWAY at a rate of 8% above the base lending rate.
(e) Irrespective of the minimum loss caused by delay referred to in (d), VERWAY is free to prove higher losses and that other losses have been suffered.
(f) The Brand Ambassador is only entitled to offset if this counterclaim is undisputed or legally binding. The Brand Ambassador is also only entitled to exercise a right of retention insofar as a counterclaim is based on the same contractual relationship.

(5) Retention of title
(a) The goods remain the property of VERWAY until full payment has been received. If the service consists of divisible services, retention of title first expires when the Brand Ambassador has settled all claims in connection with the order in question. VERWAY is entitled to take back the goods in the event of default or another reason in terms of retention of title. VERWAY repossessing the goods does not constitute withdrawal from the Contract by VERWAY unless VERWAY has expressly stated this in writing. VERWAY is entitled to sell the goods following repossession. The proceeds will be credited against the liabilities owed by the Brand Ambassador minus the reasonable costs of sale.
(b) The Brand Ambassador is only permitted to sell goods that are subject to retention of title in the ordinary course of business. The Brand Ambassador is not entitled to pledge, assign as security or otherwise place at risk the property of VERWAY. The Brand Ambassador relinquishes his claim from the resale of reserved products to VERWAY here and now, whereby VERWAY also accepts this assignment here and now. The Brand Ambassador is revocably authorised to collect the claims assigned to VERWAY in trust for VERWAY in his own name. VERWAY can revoke said authorisation and resale rights if the Brand Ambassador is in default with material obligations, such as payment(s) to VERWAY; in the event that VERWAY revokes said authorisation, VERWAY is entitled to collect the claim itself.
(c) The Brand Ambassador shall immediately notify VERWAY in writing in the event of seizure or other access by third parties to goods delivered under retention of title and hand over all documents required for an intervention (third-party action claim under § 771 German Code of Civil Procedure (ZPO)). This also applies to impairments of any other kind. Irrespective of this, the Brand Ambassador shall inform third parties in advance of existing entitlements to the products. The Brand Ambassador is liable for the legal and extra-judicial costs of legal action, insofar as the third party is not in a position reimburse the costs.
(d) At the request of the Brand Ambassador, VERWAY undertakes to release the securities due to it insofar as the realisable value of said securities exceeds the claims to be secured by more than 10%.

(6) Granting a right to withdraw
Insofar as required by law, the Brand Ambassador undertakes to grant the customer the right to withdraw in accordance with the applicable statutory provisions and, following withdrawal, accept return of the VERWAY goods in accordance with the statutory provisions.

(7) Obligation to inspect and give notice, warranty, warranty for defects, guarantee
(a) Unless otherwise agreed in (2)-(5). the statutory provisions apply with regard to warranty.
(b) Since the Brand Ambassador buys the goods as a merchant (§ 14 GCC) and commences upon delivery of the goods, the limitation period for all claims arising from material defect liability is 12 months. This does not apply insofar as the law prescribes longer periods, and, specifically, in accordance with §. 478, 479 (1) GCC. Furthermore, the curtailed limitation period does not apply in the event of losses resulting from loss of life, health or limb, or the breach of essential contractual obligations (handover and transfer of goods) and the loss is attributable to intentional or grossly negligent conduct. The statutory limitations apply in this respect.
(c) The Brand Ambassador shall inspect the goods immediately upon receipt and report any defects to VERWAY in writing without delay no later than 5 working days after delivery. In all other cases, the goods are considered approved and liability for obvious defects is excluded.
(d) VERWAY is entitled to replace the goods during the period of warranty, or, if the Brand Ambassador agrees, reduce the price, or issue credit notes instead of a replacement delivery, whereby credit notes or other payments are merely credited to the Brand Ambassador's e-wallet. The Brand Ambassador is only entitled to withdraw from the Contract within the framework of legal requirements, reduce the price, claim damages or demand the reimbursement of expenses if VERWAY fails to perform the replacement delivery within a reasonable period of time, or replacement delivery ultimately fails. Replacement delivery is considered unsuccessful after the second unsuccessful attempt, if nothing else specifically results owing to the nature of the goods, the defect or other circumstances. If claims for damages or the reimbursement of expenses are asserted, the liability of VERWAY is limited to the losses described in Section 9 of the Company Guidelines.
(e) Liability for normal wear and tear is excluded. Only Brand Ambassadors are entitled to exert warranty claims against VERWAY and they cannot be assigned.

(8) Retention, Offsetting
The Brand Ambassador is only entitled to offset, retain or reduce the price on the condition that his counterclaim has been legally established or VERWAY has recognised it in writing.

(9) Additional applicability of company policies and the General Terms and Conditions of Business
In all other cases, the remaining provisions of the General Terms and Conditions for Affiliates also apply in addition to these Terms and Conditions of Contract, Delivery and Payment for the purchase of goods meant for resale or entertainment as an integral part of the Contract.

§ 25 LAPSE OF TIME

(1) Insofar as legally permissible, all claims arising from this contractual relationship become time-barred for both Parties after 6 months. The imitation period begins with the due date of the claim or at the time the claim is established or becomes recognisable. Statutory provisions that mandate a longer limitation period remain unaffected by this.

§ 26 APPLICABLE LAW/JURISDICTION

(1) The law at the registered office of VERWAY applies to this Contract under exclusion of the UN Convention on Contracts for the International Sale of goods. Compulsory provisions of the state in which the Brand Ambassador has his habitual place of residence remain unaffected.

(2) If the Brand Ambassador is a merchant, public limited company or special fund under public law, or has no general place of jurisdiction in Germany, or has relocated abroad after the Contract was concluded or if his domicile is not known at the time the complaint is filed, the place of jurisdiction and performance is the registered office of VERWAY.

§ 27 FINAL PROVISIONS

(1) VERWAY is entitled to amend these General Terms and Conditions for Affiliates at any time. VERWAY will announce amendments in advance within a reasonable amount of time. The Brand Ambassador is entitled to object to the amendment. In this case, the Brand Ambassador is entitled to terminate the Contract at the time the amendment enters into force. The Brand Ambassador expressly accepts the amendment if he does not terminate the Contract within four weeks of the amendment entering into force.

(2) In all other cases, amendments or supplements to these General Terms and Conditions for Affiliates must be made in writing. This also applies to the suspension of this written requirement provision.

(3) If these General Terms and Conditions of Contract are translated into another language and any inconsistencies occur in the provisions between the German and the translated version, then German version prevails at all times.

(4) If one of the provisions of these General Terms and Conditions for Affiliates is ineffective or incomplete, it does not prejudice the effectiveness of the overall Contract. Rather, the ineffective provision will be replaced by one that is effective and comes closest to the economic intention of the invalid provision. The same also applies to closing a loophole that required regulation.

These General Terms and Conditions for Affiliates were last amended on: 28/11/2017