We cordially welcome you on behalf of our company as a new partner (hereinafter “brand ambassador”) and wish you the best possible success in your independent work as a brand ambassador for VERWAY World S.L.U. , represented by its Managing Director Mr Ilhan Dogan, Gran Via Puig de Castellet no. 1, Bl. 1, 1 B, 07180 Santa Ponsa, Spain (hereinafter: VERWAY) and, above all, lots of fun selling our products. When selling our products and making contact with other people, our focus is on being friendly to consumers, safety, a good reputation, a fair relationship with each other and the entire network marketing environment, sales at parties or other direct sales, as well as the observance of laws and good morals.
We therefore would ask that you read the following ethics rules as well as our General Terms and Conditions carefully and let them serve as guidelines for your day-to-day work as a brand ambassador.
Ethics rules for dealing with consumers
- Our brand ambassadors provide their brand ambassadors with honest and sincere advice and clarify any misunderstandings concerning products, business opportunities, etc.
- When making contact with their customers, brand ambassadors inform them about every aspect of the products offered, and, at customer request,
- All information about the products must be comprehensive and truthful. A brand ambassador is prohibited from making any misleading statements or promises of any kind with regard to the products.
- A brand ambassador may make no claims about the products, their prices, or contract terms unless they have been cleared to do so by VERWAY.
- When communicating with customers for business purposes, brand ambassadors may only refer to letters of recommendation, test results, or other persons if authorized to do by both the author of the letter and VERWAY. Such references, etc. must be accurate and not obsolete. Recommendation letters, tests, and personal references must always relate to their intended purpose.
- Brand ambassadors must consider individuals’ lack of business experience and in no case use their age, illness, or limited discretion to induce them to sign any contracts.
- In contacts with socially disadvantaged population groups or with those who speak a different language, brand ambassadors will take due consideration of their financial capacity, discretion, and ability to understand the language of the transaction, and, in particular, not cause members of such groups to place orders that go beyond their means or needs.
Ethics rules for dealing with other brand ambassadors
- Brand ambassadors always treat each other fairly and respectfully. The same also applies to brand ambassadors of competitors or other network marketing companies, party distribution companies, or other direct sales companies.
- Brand ambassadors are not allowed to recruit brand ambassadors already working for other companies. Furthermore, brand ambassadors are not permitted to actively lobby brand ambassadors to change sponsors within VERWAY.
- The duties of the following terms and conditions must always be observed as binding ethics rules for brand ambassadors.
Ethics rules for dealing with other companies
- VERWAY brand ambassadors are always fair and honest with competitors and other network marketing, party sales, or other direct sales companies.
- Systematic recruitment of brand ambassadors from other companies is prohibited.
- Demeaning, misleading, or unfair comparative statements concerning the products or distribution systems of other companies are prohibited.
Having established these ethics rules for our company, we would now like to familiarize you with the General Terms and Conditions for VERWAY brand ambassadors.
(1) The following General Terms and Conditions are an integral part of each contract between VERWAY World S.L.U., represented by its Managing Director Mr Ilhan Dogan, Gran Via Puig de Castellet no. 1, Bl. 1, 1 B, 07180 Santa Ponsa, Spain (hereinafter: VERWAY), email: email@example.com: and independent, self-employed brand ambassadors. It shall provide the basis for a mutually beneficial, fair, and successful business relationship.
(2) VERWAY provides its services exclusively on the basis of these general terms and conditions.
(1) VERWAY is a company that uses a multi-channel distribution concept to provide high-quality nutritional supplements, beauty products, and other consumer products and services, especially in the health, sports, and lifestyle sectors (hereinafter collectively referred to as: products). Brand ambassadors are free to resell or promote the products for VERWAY and use this as the basis of their own, separate business. For this activity, brand ambassadors are not required to make a one-time purchase of the brand ambassador box or pay the licensing and maintenance fees stipulated in §6(2) below, if they order/accept delivery of a minimum number of products or other services from VERWAY or recruit other brand ambassadors. All that is required is registration. Brand ambassadors receive commissions for their activity.
(2) They also have the opportunity, but not an obligation, to recruit other brand ambassadors. Upon obtaining the required qualification, recruiting brand ambassadors will receive a commission based on the sales revenue of the brand ambassadors they recruited. No commission is paid for the recruiting itself. The commission and the manner in which it will be paid is based on the career plan in force at that time.
(3) Upon successful registration, VERWAY will provide brand ambassadors with training, personalised promotional tools, an online back office, and landing page (a replicated website the content of which cannot be modified) including the associated licences as stipulated in §6(1) so that they may always have an up-to-date, extensive overview of their sales, commissions, billing, and how their downline brand ambassadors are faring.
§3 GENERAL PREREQUISITES FOR ENTERING INTO A CONTRACT
(1) Corporations, partnerships, or natural persons who are at least 18 years of age and are entrepreneurs in possession of a trade licence (if necessary) may enter into contracts. Consumers may not enter into contracts. Only one brand ambassador application will be accepted from each natural person, partnership (e.g. GbR, OHG, KG), or corporation (e.g. AG, GmbH, Ltd.); a natural person who is accepted as a brand ambassador is likewise not entitled to register as a shareholder in a partnership or corporation.
(2) If a corporation submits a brand ambassador application, it must provide a copy of its commercial register entry and its VAT identification number. All shareholders and, if applicable, also the shareholders of the shareholders, if a shareholder is also a corporation or a partnership, must be named, be at least 18 years of age, and sign the application. The shareholders are personally liable to VERWAY for the conduct of the corporation.
(3) If a partnership submits a brand ambassador application, it must provide a copy of its commercial register entry and its VAT identification number, if it has them. All shareholders and, if applicable, also the shareholders of the shareholders, if a shareholder is also a corporation or a partnership, must be named, be at least 18 years of age, and sign the application. The partners are personally liable to VERWAY for the conduct of the partnership.
(4) Any order forms are considered an integral part of the contract.
(5) Brand ambassador can register online to commence their activity as a VERWAY brand ambassador. Upon registration, brand ambassadors are required to complete the brand ambassador application fully and properly and submit it to VERWAY. In addition, they must acknowledge and accept these terms and conditions as an integral part of the contract by ticking the corresponding box before completing the registration process.
(6) Brand ambassadors agree to provide notice of any change of domicile to another country.
(7) VERWAY reserves the right to refuse applications at its sole discretion without stating cause.
(8) In the event of any breach of the obligations set forth in subsections (1) to (3) and (5) to (6) clause 1, VERWAY shall be entitled without prior warning to terminate the brand ambassador contract without notice. In addition, VERWAY expressly reserves the right to assert further claims for damages for such termination without notice.
§4 BRAND AMBASSADOR AS ENTREPRENEUR
(1) The brand ambassador is acting as an independent and autonomous entrepreneur. The parties agree that brand ambassadors will initially work on this business on a part-time basis. They are neither employees, sales representatives, franchisees, or brokers of VERWAY. There are no sales targets, minimum delivery amounts, or other operational obligations. With the exception of any obligations set forth in this agreement, sales partners are not subject to any instruction from VERWAY and bear the full entrepreneurial risk of their business activity, including the obligation to pay any and all business expenses. Brand ambassadors shall establish and operate their businesses in accordance with sound business principles.
(2) As independent businesses, brand ambassadors are responsible for compliance with relevant legal provisions, including tax and social insurance regulations (such as registering for a VAT identification, registering their employees for the social insurance system, obtaining business licenses as required). Brand ambassadors agree to any and all taxes applicable to their commission income earned in the course of their work for VERWAY as required by their local jurisdiction. VERWAY reserves the right to deduct the respective amount for taxes and fees from the commissions and/or demand reimbursement for damages or expenses incurred by any breach of the foregoing requirements, unless the breach was not caused by the brand ambassador. VERWAY will not pay any social insurance premiums for the brand ambassador.
§5 VOLUNTARY RIGHT OF RESCISSION
You are registering with VERWAY as an entrepreneur and not as a consumer and therefore do not have a statutory right of rescission. Nevertheless, VERWAY is granting you a voluntary two-week right to rescind this contract.
Voluntary Right of Rescission
You have the right to rescind this contract without having to give any reason at any time within fourteen (14) days by providing notice in writing (e.g. letter or email) to the address or email listed in §1. This period begins once you submit the brand ambassador application. It is sufficient that your notice of rescission be sent on time to meet the deadline (determined by the time stamp on the email or the postmark).
Consequences of revocation:
After your revocation, you may return to VERWAY all unopened and resalable goods and other brand ambassador items for which you would have been invoiced for a full refund.
Forfeiture of this right
This right to rescind the contract is forfeited if you have already earned a commission claim within the revocation period. Brand ambassadors may re-register with another VERWAY sponsor after terminating their previous position. The termination of the previous position must have been at least 12 months prior, with the terminating brand ambassador having performed no activity for VERWAY during that time.
§6 USE OF THE BACK OFFICE AND LANDING PAGE, LICENSING, AND MAINTENANCE FEES
By registering with VERWAY, brand ambassadors may use the back office provided for the duration of the contract. This licence is a simple, non-transferable licence related to the specific back office; brand ambassadors may not change, modify, or otherwise redesign the back office, nor may they grant sublicences.
§7 BRAND AMBASSADOR DUTIES
(1) Brand ambassadors are obligated to protect their personal passwords and user IDs from third-party access.
(2) In the course of their activities, brand ambassadors are prohibited from violating the rights of VERWAY, its other brand ambassadors, affiliates, or other third parties; likewise, they are prohibited from harassing third parties or otherwise violating applicable law. In addition, sales partners are prohibited from disallowed telephone marketing and unsolicited advertising emails, faxes, or SMS (spam).
(3) Special marketing guidelines
(a) Sales and marketing activities may not make claims about commissions, whether presented as bonuses for each new recruit or any other commission in connection with the mere recruitment of a new brand ambassador or otherwise act in such a way that gives the impression that the distribution system being promoted is unlawful.
(b) Sales and marketing activities shall not be directed to minors or inexperienced persons and shall in no case exploit age, illness, or limited discretion to induce consumers to enter into a contract. In contacts with socially disadvantaged population groups or with those who speak a different language, brand ambassadors will take due consideration of their financial capacity, discretion, and ability to understand the language of the transaction, and, in particular, not cause members of such groups to place orders that go beyond their means or needs.
(c) There must be no sales and marketing activities that are inappropriate, illegal, or unsafe or exert undue pressure on said consumers.
(d) Brand ambassadors will only make reference to letters of recommendation, test results, references, or other persons when speaking with consumers for business purposes if authorized to do by both the author of the letter and VERWAY. Such references, etc. must be accurate and not obsolete. Recommendation letters, tests, and personal references must always relate to their intended purpose.
(4) Brand ambassadors may use, produce, or disseminate their own sales documents, websites, product brochures, product labels or other self-generated media and advertising materials or change the landing page provided only with the express, prior written consent. If brand ambassadors are promoting the products of VERWAY using other online media such as social networks (e.g. Facebook or Instagram), online marketplaces (e.g. Amazon or E-Bay) and/or online blogs or chat rooms (e.g. WhatsApp or Snapchat), they may only use official VERWAY promotional messaging or promote an activity at VERWAY as an employee. They are likewise prohibited from using the name, marks, logos, and other protected designs of VERWAY including any use as online/social media account/user names, as profile image on social media channels (or online accounts), as well as any use as a keyword for Google AdWords, Google AdSense, and similar services, as well any use as an email user name.
(5) The products of VERWAY may only be presented and sold in a manner that is revocable under applicable law in the presence of at least two other people, at home parties, online home parties, online networking events, and/or online conferences.
(6) Brand ambassadors are always prohibited from selling their own marketing and/or sales documents to other VERWAY brand ambassadors or others.
(7) Brand ambassadors may also present the products at trade fairs and exhibitions with the prior written consent of VERWAY.
(8) Brand ambassadors may never give the impression when conducting their business that they are acting on behalf of or for VERWAY. Rather, they must introduce themselves as “independent VERWAY brand ambassadors.” Internet homepages, letterheads, business cards, car graphics as well as advertisements, advertising material, and the like must always contain the phrase “independent VERWAY brand ambassador” and the license plate may not contain the word VERWAY or include the trademarks, work titles, trade names and other marks of VERWAY without prior written consent. Brand ambassadors are also prohibited from applying or taking out loans, incurring expenses, making commitments, opening bank accounts, or entering into any other contracts on behalf of, in the interest of or in the name of VERWAY. Brand ambassadors are neither granted the right to collect on behalf of VERWAY nor are they authorized to represent VERWAY to any third party. Brand ambassadors are likewise not responsible for fulfilling the obligations of any transactions they broker.
(9) Brand ambassadors are not authorized to make negative, derogatory, or otherwise unlawful remarks concerning other companies or the brand ambassadors of other companies.
(10) All presentation, advertising, training and film materials, etc. (including photographs) are copyright © VERWAY. These may not be copied, distributed, made publicly accessible, or otherwise processed, in whole or in part without the express written consent of VERWAY.
(11) The VERWAY trademark, marks, logos, work titles, trade names, etc. may only be used with the express prior written consent of VERWAY. This also applies to the registration of internet domains. VERWAY may demand the removal or transfer of internet domains using the VERWAY name and/or trademarks, work titles, and trade names and other marks of VERWAY without its express, prior written consent. The costs to acquire the domain from the provider will be paid by VERWAY, but no other costs, licensing fees, or damages will be paid for the seizure of such domains. Brand ambassadors are also prohibited from registering their own trademarks, titles, websites, or other intellectual property rights that contain VERWAY’s protected trademarks, product names, titles, or business names, even if in another country or region. The aforementioned prohibition applies to both identical and similar trademarks and symbols.
(12) Brand ambassadors may re-register with VERWAY after terminating their previous position. The termination of the brand ambassador’s previous position must have been confirmed by VERWAY at least 12 months prior, with the terminating brand ambassador having performed no activity for VERWAY during that time.
(13) Brand ambassadors are not allowed to respond to press inquiries about VERWAY, its merchandise, the VERWAY career plan, or any other aspects of VERWAY’s business. Brand ambassadors are obliged to forward all press inquiries immediately to VERWAY.
(14) Brand ambassadors agree to ensure, as far as possible, that the customer data obtained through their sales activities is exclusively available to VERWAY and, in particular, not disclosed to and/or used by third parties.
(15) Brand ambassadors may market VERWAY products and services and recruit new brand ambassadors in those states officially authorized by VERWAY.
(16) VERWAY does allow brand ambassadors to purchase products for their personal use or that of their family members. Under no circumstances may brand ambassadors cause themselves, their family members, other brand ambassadors, or other third parties to acquire products beyond their own needs in order to generate commissions or “do a favour for a family member.”
(17) VERWAY does allow brand ambassadors to purchase products for their personal use or that of their family members. Under no circumstances may brand ambassadors cause themselves, their family members, or other brand ambassadors, or other third parties to acquire products in quantities beyond their own needs. When re-ordering products, brand ambassadors must warrant that at least 75% of the previous order was consumed for business purposes as part of product presentations and tastings and that no more than 25% of the last order remains in stock in their storage space. Brand ambassadors may not acquire more products than is reasonable to consume within one month nor have third parties do so on their behalf.
(18) Brand ambassadors will notify VERWAY management via the event planning system provided by VERWAY of the location, time, and content of promotional events that appeal to the general public in advance of issuing invitations to such events. VERWAY may require changes to or even the abandonment of the event, if necessary for the interest of the company and the VERWAY sales organization and its members.
(19) The use of pay phone numbers to market the activity or products of VERWAY is not permitted.
(20) Brand ambassadors agree to notify VERWAY promptly and truthfully of any violations of these terms and conditions or the VERWAY Code of Conduct or any other company rules.
§8 BAN ON COMPETITION, POACHING
(1) The Brand Ambassador is not allowed to distribute similar goods and/or services for other companies, including marketing companies, party distribution companies or other direct distribution companies, similar goods and/or services. The Brand Ambassador will have an exclusivity relationship as long as it is part of the Verway Network. This means that no Brand Ambassador of Verway may, during the term of the Agreement and for up to 6 months after termination of the Agreement, enter into the same or similar relationship with any third party as under this Agreement or offer the subject matter of the Agreement, or similar products or services, alone or with third parties or through third parties in competition with the other parties.
(2) Notwithstanding what is stated in paragraph 1, Brand Ambassador is also not allowed to offer and distribute products or services of other companies to other VERWAY Brand Ambassadors.
(3) In addition, the Brand Ambassador is prohibited from soliciting other VERWAY Brand Ambassadors to distribute other products.
(4) The Brand Ambassador is also prohibited from violating other Brand Ambassadors agreements or other distribution agreements, which he has entered into with other companies and whose clauses are still in effect, by entering into a Brand Ambassador Agreement.
Brand ambassadors shall observe strict confidentiality regarding the business and operating secrets of VERWAY and its structure. In particular, these secrets include information on downline activities, the downline genealogy, and the information contained therein, as well as brand ambassador, customer, and contract partner data, and information about the business relationships of VERWAY and its affiliated companies and suppliers. This obligation continues to apply after termination of the brand ambassador contract.
§10 BRAND AMBASSADOR PROTECTION / NO TERRITORIAL PROTECTION
(1) Active brand ambassadors who recruit a new brand ambassador for the distribution of VERWAY products will have the new brand ambassador brand assigned to their structure in accordance with the career plan and the placement requirements stipulated therein (brand ambassador protection); the date and time the new brand ambassador’s application is received by VERWAY shall be decisive for this placement. The possibility of changing the “placement position” of a directly or indirectly sponsored partner is not possible.
(2) VERWAY is entitled to delete all personal data, including the email address of a sponsored brand ambassador from the system, if advertising mail, letters, or emails are returned marked “moved,” “deceased,”rejected,” “addressee unknown,” etc. and the newly recruited brand ambassador or the sponsor fails to correct the erroneous data within 14 days. If VERWAY incurs costs for undeliverable mail items and packages, it is entitled to recover said expenses, unless the failed delivery is not the brand ambassador’s fault.
(3) In addition, cross-line sponsorship and any attempt to do the same within the company is prohibited. Cross-line sponsoring means the acquisition of a person or a company already a brand ambassador in another VERWAY sales line or that had a brand ambassador agreement with VERWAY within the last 12 months. Using the names of spouses, relatives, trade names, corporations, partnerships, trusts, or other third party names to circumvent this provision is also prohibited.
(4) Bonus manipulation is prohibited. This includes, in particular, the sponsoring of partners who are actually not involved in business activities for VERWAY (also referred to as shell vendors) as well as open or concealed attempts at multiple registrations, to the extent that this is prohibited. Using the names of spouses, relatives, trade names, corporations, partnerships, trusts, or other third party names to circumvent this provision is also prohibited. Brand ambassadors are also prohibited from inducing third parties to sell or purchase products in order to achieve a better position in the career plan, to manipulate the group bonus, or otherwise to effect bonus manipulation.
(5) Brand ambassadors do not enjoy protection of sales territory.
§11 WARNINGS, CONTRACTUAL PENALTIES, DAMAGES, INDEMNIFICATION
(1) For a first offense against the duties set forth in §7 , VERWAY will issue a written warning giving a period of 10 days to remedy the same. Brand ambassadors agree to reimburse VERWAY for all costs incurred for such warnings, in particular, any lawyers’ fees.
(2) §16(3) herein expressly gives VERWAY the right to an extraordinary termination of without warning for any breach of those obligations set forth in §§ 8, 9 and 10(3) and (4), 18(3), and 19 as well as for any serious breach of those obligations set forth in §7 or any other applicable contractual or other right set forth in the law. It is also entitled to use those measures set forth in §11(1) instead. Notwithstanding the right to extraordinary termination without notice set forth in §16(2), VERWAY reserves the right at its discretion to issue a warning as described in (1) above, even with a shorter deadline for remedy, in individual instances of the aforementioned breaches of duty.
(3) If, after the expiry of the deadline for remedy, the breach has not been remedied or the same or fundamentally identical breach occurs again, then a contractual penalty to be set according to the reasonable discretion of VERWAY shall be due. If there is a dispute as to this amount, it shall be reviewed by a court. In addition to the contractual penalty itself, the brand ambassador shall be responsible for reimbursing all attorneys’ fees associated with its collection.
(4) The contractual penalty notwithstanding, the brand ambassador shall be liable for any and all damages incurred by VERWAY through the culpable breach of any duty.
(5) Brand ambassadors agree to indemnify and hold VERWAY harmless against any third-party claims arising from their breach of any contractual obligation or illegal act upon first request. In particular, brand ambassadors agree to assume responsibility for all costs, especially legal fees, court costs, and damages, such as may be incurred by VERWAY in this context.
§12 ADJUSTMENT OF PRICES AND COMMISSIONS
VERWAY reserves the right to change the prices to be paid by the brand ambassador, particularly with regard to changes in market conditions and/or the licensing structure. Likewise, VERWAY reserves the right to change commissions, the career plan, or the licensing fees at the beginning of each new billing period. VERWAY will provide brand ambassadors with reasonable advance notice of such changes. Increases in prices by more than 5% or changes to the career plan at the expense of the brand ambassador give brand ambassadors the right to object to such changes. If they do not object to the changed conditions within one month after their announcement, they shall become an integral part of the contract. There is no requirement to notify brand ambassador of any changes that are known at the time when the contract is signed and such changes do not constitute grounds for the brand ambassador to object to the same. If the brand ambassador objects to a change in these terms, VERWAY is entitled to terminate the contract as of the date on which the modified or amended terms and conditions would have taken effect.
§13 PROMOTIONAL MATERIALS, GIFTS
Any free advertising and other gifts provided by VERWAY may be revoked at any time with future effect.
§14 REMUNERATION, COMMISSIONS, BILLING
(1) As compensation for their successful promotional work and their other activities, brand ambassadors will receive commissions when achieving certain qualifications and other compensation calculated according to the VERWAY career plan. All commissions are paid based on the applicable career plan that brand ambassadors can access and view in their back office at any time. Unless otherwise agreed, the compensation paid to brand ambassadors covers any and all costs they incur to maintain and operate their business.
(2) A successful sale within the meaning of this contract is only credited if the contractual relationship between the customer and VERWAY is effective and the customer has not rescinded the same, in particular on the basis of statutory provisions concerning distance or door-to-door sales. Compensation is only paid when the customer’s payment has been credited to VERWAY’s account and all other conditions for disbursement have been met.
(3) There is no commission claim
a.) for rescinded orders;
b.) the contract is legally challenged by the customer,
c.) the customer order was made under unlawful circumstances,
d.) VERWAY refuses to accept the order,
e.) faulty or incomplete. In addition, no commission is payable for sales where the customer has acted in a fraudulent or abusive manner.
(4) VERWAY reserves the right to require brand ambassadors to prove their identity by uploading a copy of the identity card, passport, or driving license to the VERWAY back office prior to the initial payment of commissions. For brand ambassadors that are corporations or partnerships, the identity of the authorized representative(s) must also be likewise proven. In the case of corporations or partnerships or registered merchants, VERWAY also reserves the right to require the submission of a copy of the current commercial register extract (not older than one month) .
(5) Brand ambassadors are initially listed as a small business owner with VERWAY. They will provide VERWAY with their tax ID and a copy of the confirmation letter from the responsible tax office immediately upon opting to pay VAT on their business activities or when their business volume exceeds the thresholds set for small business exemptions. VERWAY participates in the reverse charge process with regard to the reporting of VAT.
(6) Brand ambassador commissions are credited on a daily basis to an eWallet and the brand ambassador can have the balance disbursed once the customer’s right to rescind the order expires on the 21st day since the purchase; brand ambassadors may also use the balance to order new product.
(7) The parties agree that no claims to a higher commission than the one based on this contract can be asserted. The commission covers all brand ambassador expenses, in particular all travel expenses, expenses, office costs, telephone costs, or other expenses for advertising materials, as well as all other costs associated with fulfilling this contract. The commission also covers all services of the brand ambassador, in particular for the production and maintenance of the brand ambassador portfolio, the customer stock, and the resulting future market potential and constitutes an advance payment for the same. In the event the contract is terminated for any reason, no severance payments and/or compensation claims will be paid by VERWAY, whatever the legal grounds. See §16(5).
(8) VERWAY is entitled to retain payments as allowed by statutory provisions. In addition, VERWAY may withhold the payment of commissions, if all of the documents required by law, such as the VAT identification number for legal entities, have not been provided upon request before the first payment is due. If VERWAY exercises its right to withhold commission payments, brand ambassadors hereby agree not to demand interest on the amount payable.
(9) VERWAY is entitled to offset any commissions in whole or in part with amounts owed to it. Brand ambassadors are only entitled to offset claims if they are undisputed or have been established by a court of law.
(10) Assignments and pledges of claims are excluded unless required by law. The contract may be not be encumbered with the rights of third parties unless required by law.
(11) Brand ambassadors will examine their settlement statements upon receipt and notify VERWAY of any objections immediately. All commissions are paid based on the applicable career plan that brand ambassadors can access and view in their back office at any time. Written notice of commissions, bonuses, or other payments made in error is to be given to VERWAY within 60 days of the erroneous payment. After this time, the commissions, bonuses or other payment shall be deemed as accepted and approved.
(12) The commissions will be paid out on a monthly basis according to VERWAY’s terms of payment and payment methods upon express brand ambassador request. VERWAY reserves the right to transfer commissions that meet a minimum of €50.00. In the event that the minimum disbursement threshold is not met, commissions will continue to be held in the VERWAY business account maintained for the brand ambassador, and paid out with the monthly disbursements once the minimum pay-out has been reached.
§15 BLOCKING OF THE BRAND AMBASSADOR
(1) In the event that brand ambassadors fail to meet the requirements for the disbursement of commissions within 30 days , VERWAY is entitled to suspend the brand ambassador temporarily from the VERWAY system until such time as the required documents are provided. Such suspension does not give brand ambassadors the right to an extraordinary termination nor does it create grounds for the refund of any start sets already paid for or any other claims for damages, unless they are not responsible for the situation leading to the suspension.
(2) For each instance where a warning to submit documents is necessary, VERWAY is entitled to reimbursement of the necessary costs for this reminder.
(3) Commissions that cannot be paid for the aforementioned reasons will be posted as accrued liabilities on VERWAY’s books and will be forfeited upon expiry of the statutory limitation periods.
(4) Regardless of the reasons for the suspension stated in (1) above, VERWAY also reserves the right to block brand ambassadors for cause. VERWAY particularly reserves the right to block brand ambassador access to the back office and any other system of VERWAY without notice if they are in breach of any provision of §§7 – 9 and §10(3) and (4) or have engaged in any other illegal act. The suspension will remain in place until the breach is corrected as instructed by VERWAY. If it is a serious breach of duty which leads to the extraordinary termination of the contractual relationship, the blocking remains permanent.
§16 DURATION, TERMINATION
(1) Brand ambassador contracts are indefinite and may be terminated by either party with two weeks’ notice effective the last day of a calendar month.
(2) Notwithstanding the reasons for such termination, both parties have the right to terminate the brand ambassador contract extraordinarily for cause. In particular, such cause for VERWAY would include the breach of any of the obligations set forth in §7, if the brand ambassador fails to remedy the same in a timely manner as set forth in §11(1), or if, after such remedy, they are once again in breach of the same or a similar duty. For any breach of the obligations set forth in §§8, 9 and §10(3) and (4) as well as any particularly severe breach of the obligations set forth in §7 or any other applicable contractual or statutory law, VERWAY is entitled to an extraordinary termination of the brand ambassador without prior notice.
In addition, either party is entitled to extraordinary termination of this agreement if insolvency proceedings are instituted against the other party or if such proceedings were rejected due to a lack of assets or if the other party is otherwise insolvent or has submitted an affidavit of insolvency in response to an attempt to enforce a judgement by writ. The right to extraordinary termination shall not affect any other claims.
(3) VERWAY also has the right to terminate the brand ambassador contract if the brand ambassador has not completed the acts required by §14(4) within six months of registration or they have been inactive for a period of more than 6 months. VERWAY, however, must notify brand ambassadors by email to the address listed in the system or in the back office 15 (3>days<3) before such extraordinary termination, so that they have the opportunity to take the necessary actions to remedy the situation within this 15-day period.
(4) In addition, VERWAY has the right to terminate the brand ambassador agreement if brand ambassadors fail to pay the annual licensing and maintenance fee as defined in §6(2), although VERWAY will first attempt to deduct said fees from any commission balance. VERWAY will, however, notify brand ambassadors by email to the address listed in the system or in the back office 15 days before such extraordinary termination, so that they have the opportunity to take the necessary actions to remedy the situation within this 15-day period.
(5) Once a brand ambassador contract has been terminated, a new contract may be signed only after 12 months.
(6) Upon termination, brand ambassadors lose all commission claims. This does not apply to contracts already successfully brokered by this time. The right to these commissions remains unaffected. Once the contract is terminated, brand ambassadors cannot claim compensation as sales representatives, since their activity does not meet the requirements for such a role as set forth in the German Commercial Code (HGB).
(7) Notice of termination must be in writing, which includes email.
(8) If brand ambassadors have claimed services from VERWAY outside of this agreement such as the use or standing order of goods, these services will remain unaffected after the termination of said agreement unless the brand ambassador expressly requests otherwise in their termination notice. If brand ambassadors continue to receive services from VERWAY after the termination of this agreement, they will be treated as normal customers.
§17 DATA PROTECTION
(1) As an independent entrepreneur, brand ambassadors are responsible for all personal data they collect and process in the course of their business activities, including personal customer data, in accordance with Art. 4 para. 7 of the EU General Data Protection Regulation (GDPR). For this reason, brand ambassadors must ensure that such personal data is processed, stored, and destroyed in full compliance with all applicable data protection provisions, including GDPR and the Federal Data Protection Act (BDSG). In particular, brand ambassadors must notify customers of the collection, storage, and use (including the purpose of such use) of their personal data and, if necessary, obtain written consent to continuing the same after the sale (for example, to provide information about new products).
(2) In addition, brand ambassadors, as data controllers under GDPR, are obliged in particular to inform their employees about the applicable data protection regulations and to oblige them to comply with these provisions.
(3) Brand ambassadors agree to ensure that personal or customer-specific data will not be disclosed to third parties, stored, or used for purposes beyond those required by the individual customer contract.
§18 TRANSFER OF THE BUSINESS/STRUCTURE, DEATH OF THE BRAND AMBASSADOR
(1) VERWAY may transfer all or a part of its business or any of its assets to third parties at any time, provided the acquirer complies with applicable law.
(2) If a corporation or partnership registered as a brand ambassador has a new shareholder, this is possible for up to 20% of the shares if the previous shareholder(s) who filed the original application for the brand ambassadorship remain shareholders. If a shareholder wishes to leave a legal entity or partnership that is registered as a brand ambassador or transfer their stake to third parties, this action is permitted upon approval of a written request submitted in advance to VERWAY with copies of the corresponding notarial deeds and in accordance with the provisions of this agreement, provided that the shares transferred do not exceed 20% of the total. VERWAY will levy a fee of €25.00 to process such requests.
If this requirement is not met, VERWAY reserves the right to terminate the agreement with the legal entity or partnership registered as the brand ambassador.
(3) The brand ambassador is authorized to transfer its sales structure with the approval of a written request submitted in advance to VERWAY together with a copy of the purchase and/or transfer agreement with the third party, as well as the third party’s brand ambassador application, unless VERWAY has exercised its right of first refusal. The sales structure may only be transferred to persons who are not already brand ambassadors for VERWAY at the time of the transfer, have not been brand ambassadors in the past 12 months, and were not terminated by VERWAY in the previous 18 months. A sales structure may not be transferred or sold to current brand ambassadors of VERWAY. VERWAY may withhold its consent only for cause, provided it is not exercising its right of first refusal. Brand ambassadors are obliged to give VERWAY written notice of their intention to transfer their sales structure. VERWAY shall have one month after receipt of the written notice to exercise its right of first refusal. If this does not happen, the transfer is permitted once approved by VERWAY. A sale is only permitted if the contract has not yet been terminated. For termination without notice or for a breach of these terms and conditions, brand ambassadors forfeit any right to sell their sales organization; the same applies if the sales partner has any outstanding amounts payable to VERWAY. If a brand ambassador is registered as a legal entity or a partnership, sales structure transfers are only allowed if the additional conditions according to this agreement are met.
(4) The brand ambassador contract ends no later than the death of the brand ambassador. The brand ambassador contract can be passed on to the deceased’s heirs in compliance with statutory provisions. The heir(s) must sign a new brand ambassador contract within six months of the previous brand ambassador’s death whereby they will assume the rights and obligations of the deceased. If the heirs are already registered as brand ambassadors with VERWAY, they must give up their former position in the VERWAY sales structure or provided that the requirements of §18(3) can be met, transfer one of the two positions to a third party or otherwise forfeit it. The death must be proven by means of a death certificate. If there is a will stipulating the inheritance of the brand ambassador contract, a notarized copy of the will must be presented. If the heir(s) do not exercise their inheritance rights within six months of the death, all of the rights and obligations under the contract shall pass to VERWAY. The six-month period may be extended by a reasonable length of time on an exceptional basis, if it is disproportionately short for the heir(s).
(5) In the event that brand ambassadors wish to exercise their activity under another name, be it a corporation, partnership, as a married couple, as a registered civil partnership, or for other reasons, this is must be requested in writing from VERWAY, which may, at its discretion, refuse the application.
§19 SEPARATION, DIVORCE
In the event that a married couple, civil partnership, legal entity, or partnership registered as a brand ambassador separates or terminates its association internally, only one brand ambassador position will remain. Those separating shall decide internally which partner/member(s)/shareholder(s) shall continue the brand ambassadorship and provide VERWAY with written notice signed by one of the parties and certified by a notary, or by submitting a corresponding court order. In the event of an internal dispute over the effects of such separation, division, dissolution, or other termination of a legal entity or partnership with respect to the brand ambassadorship, VERWAY reserves the right of extraordinary termination of said contract if such dispute leads to a neglect of the brand ambassador’s duties, a breach of these terms and conditions, a violation of applicable law, or an unreasonable burden on the brand ambassadors either downline or up.
§20 Consent to the use of social media posts, photographic and audio-visual material, use of recordings of materials and presentations
(1) Brand ambassadors hereby grant VERWAY the right to make or use photographic and/or audio-visual recordings with their likeness, voice, statements, or quotations made in their capacity as brand ambassador free of charge. By signing the brand ambassador application and accepting these general terms and conditions, brand ambassadors expressly give their consent to the publication, use, reproduction, and modification of their statements, recordings, photos, hashtags, or other social media posts.
(2) The brand ambassador is not authorized to make audio, video or other recordings of events sponsored by VERWAY nor of telephone conferences, talks, or meetings for sale or for personal or business use. A Brand Ambassador may not record, make, or compile any audio or video presentations or recordings of VERWAY events, speeches, telephone conferences, or meetings without the prior written consent of VERWAY.
(2) For the assertion of rights relating to data protection or for questions regarding the use, collection, or processing of your personal data, please contact our data protection officer:
SBS DATA PROTECT GmbH
(3) As the data controller as defined under data protection regulations, we commit ourselves to protecting your personal data and treating it confidentially. The collection, storage, modification, transmission, blocking, erasure, and use of your personal data is always carried out in accordance with the applicable data protection regulations, especially the EU General Data Protection Regulation (GDPR). In order to protect your rights, we have adopted technical and organisational measures, and also ensured that external service providers commissioned by us comply with the data protection regulations.
(4) We store your personal data as long as necessary to achieve the purpose for which it was stored or for as long as stipulated by law. Data that we process on the basis of your consent will be stored until your consent is revoked or for as long as the data is required. We store data that we process for the purpose of a contractual relationship with you for as long as the contractual relationship exists and beyond if statutory retention periods require us to do so. Data that we process on the basis of a legitimate interest will be stored as long as the legitimate interest exists and your interest in its deletion is not judged to be higher.
(5) For the conclusion of a brand ambassador contract, we require the following personal data from you:
title, surname, first name, address, company name, date of birth, email address, telephone number, VAT ID number, bank and transfer details. This information is required to establish and fulfil the brand ambassador contract. The legal basis for processing is your consent under Art. 6 para. 1 clause 1 lit. b GDPR.
(6) As a brand ambassador, you have access to the back office.
a) In this back office, you will find an overview of the orders you have placed. You will see the following information about the persons for whom you have placed the orders: status (customer/brand ambassador), name, first name, email, net value of orders from the previous month, number of team members, time of last online activity. This information is required in order to calculate and track commission claims. The legal basis for processing is your consent under Art. 6 para. 1 clause 1 lit. b GDPR.
b) In addition, you can see an overview of your team in the back office. There you will find information about the downline independent brand ambassadors you have recruited. For these, the following information is displayed: status (customer/brand ambassador), name, first name, net value of orders from the previous month, number of team members, time of last online activity. This information is required in order to calculate and track commission claims. The legal basis for processing is your consent under Art. 6 para. 1 clause 1 lit. b GDPR.
(7) To process commission payments, we need the following data: title, surname, first name, address, bank details. This information is required in order to calculate and track commission claims. The legal basis for processing is your consent under Art. 6 para. 1 clause 1 lit. b GDPR.
(8) We share your personal data with third parties only when it is absolutely necessary to fill your order or to preserve our legitimate interests. We also use external service providers to fill orders. Separate contract data processing contracts have been concluded with the service providers to ensure the protection of your personal data. All other third parties who are not commissioned by VERWAY are themselves obliged to process brand ambassador data in accordance with the GDPR and other applicable data protection regulations.
a) To calculate the differential commission for your upline independent brand ambassadors, the information listed above for your orders and your team overview will also be displayed to them. For this, your upline brand ambassadors will receive the following information: status (customer/brand ambassador), name, first name, email, net value of orders from the previous month, number of team members, time of last online activity. This information is required in order to calculate and track the differential commission claims of your upline. The legal basis for processing is your consent under Art. 6 para. 1 clause 1 lit. b GDPR.
b) For delivery purposes, the brand ambassador’s name, address, email, and telephone number will be disclosed to the forwarding agent.
c) In order to process payments, the brand ambassador’s name, address, email, telephone number, date of birth, IBAN, BIC will be disclosed to the payment service provider or bank.
d) For our bookkeeping system, we disclose brand ambassador personal data such as name, address, email address, and telephone number found on customer orders and commission statements to our external accounting service provider.
e) For hosting our server systems and administering the IT systems required for hosting, your data may be processed by service providers based in France, Spain, Scotland, or Germany . This includes at least the following data: IP address, log files, name, first name, address, email, telephone number, birthday, account details, VAT ID number, if applicable.
f) This data transmission takes place in order fulfil our contractual relationship with you as a brand ambassador as well as to safeguard our legitimate interests. The legal basis for this data processing is Art. 6 para. 1 clause 1 lit. b and lit. f GDPR.
(9) For marketing purposes, VERWAY will process the following information that you provide in the context of your contract as a VERWAY brand ambassador: photographic and / or audio-visual material, company-specific hashtags or similar social media posts with the image, voice recordings or statements / quotes in the context of your work as brand ambassador.
This data will be published on VERWAY’s social media channels (Facebook, Instagram, YouTube, Twitter). For this purpose, your personal data will be stored for up to 24 months.
Such data processing is necessary to fulfil the brand ambassador contract and takes place on the basis of Art. 6 para. 1 clause 1 lit. b GDPR. In addition, it is used to protect VERWAY’s legitimate interests per Art. 6 para. 1 clause 1 letter f GDPR, namely the optimization of our website.
(10) With your consent, you can subscribe to our newsletter, which informs you about our current products, events and promotions.
To subscribe to our newsletter, we use the double opt-in procedure. This means that after your registration an email is sent to the specified email address in which we ask you to confirm that you would like to receive the newsletter. If you do not confirm your registration within 24 hours, your information will be blocked and automatically deleted after one month. In addition, we store your IP addresses and the time of registration and confirmation. The purpose of the procedure is to be able to prove your registration and, if necessary, to clarify a possible misuse of your personal data.
The only required information for sending the newsletter is your email address. Any other further information is voluntary and is used to address you personally. After your confirmation, we will save your e-mail address for the purpose of sending you the newsletter.
You can revoke your consent to receive the newsletter at any time and unsubscribe from the newsletter. You can declare your revocation by clicking on the link provided in every newsletter email or by sending a request to firstname.lastname@example.org.
We would like to point out that we evaluate how you interact with our newsletter. For this analysis, the emails sent contain so-called web beacons or tracking pixels, which are one-pixel files, which are stored on our website. For evaluation purposes, we link the above data and web beacons to your email address and an individual ID. The data will only collect pseudonyms, so the IDs are not linked to your personal data and are not directly linked to you personally. You can object to this tracking at any time by clicking on the separate link provided in each e-mail or by informing us via another contact method. The information is stored for as long as you have subscribed to the newsletter. After cancelation we store the data purely statistically and anonymously.
This data processing takes place on the basis of your given consent as well as on the legitimate interests of VERWAY, namely the optimization of the offer. The legal basis for collecting and processing this information is Art. 6 para. 1 clause 1 lit. a and lit. f GDPR.
(11) VERWAY is obliged by commercial and tax law to store your address, payment, and order data for a period of ten years. However, after two years VERWAY limits the processing of your data, that is, your data will only be used to comply with legal obligations. The legal basis for this storage is Art. 6 para. 1 clause 1 letter c GDPR. In addition, with the completion of this contract, including the full payment of the agreed charges, your data will be deleted.
(12) As a so-called data subject you have the right to
- information about the processing of your data
- have your data corrected or deleted
- restrict its processing
- object to the processing of your data
- data portability
- revoke your consent with future effect
(1) For damages other than the loss of life, limb or health, VERWAY is liable only for damage that results from the intentional or grossly negligent acts or culpable violation of essential contractual obligations (such as the payment of commissions) by VERWAY, its employees, or agents. This also applies to damages resulting from the violation of its duties during contract negotiations and the taking of unauthorized actions. Any further liability for damages is excluded.
(2) Any liability for damages other than the injury to life, limb or health or that caused by the intentional or grossly negligent acts of VERWAY, its employees, or agents is limited to those damages that would be typically foreseeable at the time the contract is concluded and is also limited to such average amounts as would be typical for contracts of this sort. This also applies to indirect damages, including, in particular, loss of profits.
(3) VERWAY disclaims all liability for any damage of any kind incurred through the loss of data on servers, unless it is the result of gross negligence or wilful misconduct of VERWAY, its employees, or agents.
(4) Brand ambassador content stored on VERWAY servers is considered third-party information within the meaning of the Telemedia Act and/ or other applicable laws.
§23 CAREER PLAN
(1) The VERWAY career plan and its provisions are also expressly part of this brand ambassador agreement. The brand ambassador must comply with the provisions contained in the current version of this document.
(2) By submitting a brand ambassador application to VERWAY, brand ambassadors warrant that they have read and understood the VERWAY career plan and accept the same as integral to this agreement.
(3) VERWAY is entitled to change the VERWAY career plan at any time. VERWAY will provide reasonable advance notice of such changes. Brand ambassadors have the right to object to such changes. If brand ambassadors raise such objections, they are entitled to terminate the agreement as of the date on which the changes take effect. If they partners fail to terminate the agreement within four weeks after the changes take effect, the changes will be deemed to have been accepted by the partners.
§24 CONTRACT, DELIVERY, AND PAYMENT TERMS FOR THE PURCHASE OF PRODUCT FOR RESALE
The following terms apply to the sale of products to brand ambassadors for the purpose of reselling the same to customers. All offers are subject to change.
(1) Offers, prices and acceptance of orders, contractual texts, contract, turbo contest, gifts, and advertising material
(a) All brand ambassador orders for resale or tasting will be made in accordance with the VERWAY price lists applicable at the time the order is placed.
(b) The presentation of VERWAY products offer does not constitute a binding offer . Only when the order has passed through the entire ordering process do brand ambassadors make a binding purchase offer to VERWAY. Brand ambassadors order products in the shopping basket when buying via the VERWAY online shop only by clicking on the Submit order button. A contract will not be sent by email until the order has been confirmed in writing or, if VERWAY refrains from sending an order confirmation, with the delivery of the goods by VERWAY. VERWAY will store the contract text and sends it to the brand ambassador in the confirmation email. For orders, the contract language is German.
(c) If additional or increased duties or taxes are incurred between the conclusion of the contract and delivery due to changes in legal regulations, VERWAY is entitled to increase the agreed purchase price accordingly.
(d) VERWAY is entitled to accept brand ambassador orders in part. If the partial acceptance of the order is not acceptable, brand ambassadors must notify VERWAY in writing within three working days of being notified. In this case, the order will be cancelled. Otherwise, the order will be deemed to have been accepted by brand ambassador. A minimum order value of at least €50.00 net is required for an order to ship.
(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 to VERWAY by its suppliers. Partial deliveries are allowed unless they are unreasonable for the brand ambassador. Adherence to the delivery obligation presupposes the timely and proper fulfilment of the brand ambassador’s obligations as purchaser.
(b) The risk passes to the brand ambassador once the delivery is handed to the shipper; all shipments are insured. Unless otherwise agreed in writing by VERWAY, it is free to choose the means of transport at its sole discretion, without accepting liability for its choice.
(c) If VERWAY incurs shipping costs due to an incorrect delivery address or an incorrect addressee, these costs shall be reimbursed by the brand ambassador unless they are not responsible for the misrepresentation.
(3) Shipping costs
The individual countries supplied as well as the respective shipping costs are found in our shipping information.
(4) Payment terms
(a) Unless otherwise agreed in writing, the purchase price becomes due immediately upon invoicing. This also applies to invoices for deliveries. Payment options for brand ambassadors include credit card, Sofortüberweisung (for Austria EPS), advance payment, or PayPal (PayPal’s terms and conditions can be found here). Partial payments are not accepted. A delivery takes place if the payment requirements have been met for the selected payment option. Early payment of outstanding balances will always be accepted and can be arranged via the Partner Online Office.
(b) All prices include VAT.
(c) All shipping costs, in particular packaging, transport costs, transport insurance, and deliveries are at the brand ambassador’s expense, unless otherwise agreed.
(d) In the event of a payment default, all obligations of the brand ambassador towards VERWAY shall immediately come due. In the event of late payment, the brand ambassador, as an entrepreneur, is obliged to pay VERWAY default interest at a rate of 8% above the base rate.
(e) Irrespective of the minimum default damages stipulated above, VERWAY is free to prove that it has incurred higher damages due to the delay as well as other damages.
(f) Brand ambassadors may only offset claims if the counterclaims are undisputed or have been established by a court of law. Brand ambassadors are entitled to exercise rights of retention only to the extent that their counterclaim is based on the same contractual relationship.
(5) Retention of title
(a) Products remain the property of VERWAY until full payment is received. If the order is divisible, the retention of title does not expire until all claims in connection with the same order have been settled. If payment is in default or for some other relevant cause, VERWAY is entitled to repossess the products for which it has retained the title. If VERWAY exercises this right, this does not constitute withdrawal from the contract, unless expressly declared in writing. VERWAY is authorized to dispose of any product it repossesses at its own discretion. The proceeds less costs are credited against the liabilities of the brand ambassador.
(b) Brand ambassadors are permitted to resell products for which title has been retained only in the ordinary course of their business. Brand ambassadors are not entitled to allow liens to be placed against products for which VERWAY retains title, not to use them as collateral or otherwise put VERWAY’s claim at risk. Brand ambassadors hereby cede the claims from the resale of products for which VERWAY retains the title; VERWAY accepts this assignment. Brand ambassadors are hereby authorized to collect said claims assigned to VERWAY acting in its own name, but on a fiduciary basis for VERWAY. VERWAY may revoke this authorization to collect and resell its products if brand ambassadors are in default of essential contractual obligations to VERWAY , in which case VERWAY is entitled to collect the claim itself.
(c) In the event a third party seizes the product for which title has been retained, the brand ambassador must notify VERWAY immediately in writing and provide the documents required for an injunction per §771 of the Code of Civil Procedure (ZPO). This also applies to any impairments of any kind. Nevertheless, the brand ambassador must notify the third party in advance of VERWAY’s existing claim to the products. The brand ambassador agrees to reimburse us for judicial and extrajudicial costs arising from such proceedings, if the third party is unable to do so.
(d) VERWAY agrees to release its security interest in the products at the brand ambassador’s request once the realizable value of the same exceeds the outstanding balance secured by more than 10%.
(6) Granting a right to rescind orders
Brand ambassadors agree to grant their customers a right to rescind their order as required by law and to repossess the VERWAY products once effective.
(7) Inspection and warranty claims
(a) Warranty claims are governed by the applicable legal provisions, unless otherwise stipulated otherwise in this contract.
(b) The period of limitation for the claims arising from the liability for defects is 12 months, since brand ambassadors buy the products as entrepreneurs (§14 BGB). The period starts with delivery of the goods. This does not apply insofar as the law prescribes longer periods in particular in accordance with §§478, 479(1) BGB. Furthermore, the shortened period of limitation does not apply in the case of damage resulting from injury to life, limb or health, the breach of essential contractual obligations (delivery and transfer of goods) as well as damages based on intentional or grossly negligent behaviour. These are subject to the statutory limitations instead.
(c) Brand ambassadors shall inspect the goods immediately after receipt and inform VERWAY in writing of any obvious defects without undue delay, but by no later than 5 working days after delivery. Otherwise, the products shall be considered accepted and any liability for obvious defects is excluded.
(d) VERWAY may replace the defective products during the warranty period or, if agreed with the brand ambassador, reduce the price or issue credit notes to the brand ambassador’s eWallet instead of a replacement. Only if VERWAY fails to remedy the defect within a reasonable time do brand ambassadors have the right to cancel the order as permitted by law, reduce the invoice, or seek damages or reimbursement of expenses incurred. The remedy shall be deemed to have failed after an unsuccessful second attempt unless otherwise indicated, in particular by the nature of the product, the defect, or other circumstances. If claims for damages or reimbursement of expenses are asserted, the liability of VERWAY, as described in §9 of the Company Guidelines is limited.
(e) Liability for normal wear and tear is excluded. Warranty claims against VERWAY are only available to the brand ambassador who placed the order and are not assignable.
(8) Retention, offset
The Brand Ambassador is entitled to offset invoices, retain payment, or reduce prices only if its counterclaim has been legally established or recognized in writing by VERWAY.
(9) Supplementary applicability of company policies and terms and conditions
In all other instances, these terms and conditions for brand ambassadors apply to these terms of contract and delivery and payment for the purchase of the goods for the purpose of resale or tasting additionally as an integral part of the contract.
All claims arising from this contractual relationship are forfeited if not asserted within 6 months, unless otherwise stipulated by law. The period of limitation begins with the due date of the claim or at the time the claim or the recognizability of the claim arises. Statutory regulations that mandate a longer limitation period remain unaffected.
§26 APPLICABLE LAW/PLACE OF JURISDICTION
(1) The law that applies to the headquarters of VERWAY applies, with the exclusion of UN sales law. Mandatory provisions of the country in which brand ambassadors have their habitual residence remain unaffected.
(2) If brand ambassadors are merchants, a legal entity under public law, or a special fund organised under public law, or otherwise have no general domestic jurisdiction in or moves such domicile abroad after the contract is signed or the domicile is unknown at the time action is taken, the jurisdiction is and the place of performance shall be the headquarters of VERWAY.
§27 FINAL PROVISIONS
(1) VERWAY shall have the right to amend or supplement these General Terms and Conditions and/or the remuneration schedule at its reasonable discretion, particularly where required by governmental regulations, changes in legislation or changed case law. The Brand Ambassador will be informed once about the relevant changes and his rights when logging into his customer area.
(2) The amended general terms and conditions become part of the contract. When the Brand Ambassador is informed of the amended GTCs, he is advised that he can object to the amendment. The objection must be received by VERWAY within six weeks after receipt of the announcement of the change to the GT.
(3) If these terms and conditions are translated into another language and inconsistencies exist in any provision between the German and the translated version, the German version shall always prevail .
(4) The invalidity or incompleteness of any provision of these general terms and conditions of use shall not affect the validity of the remaining provisions. Rather, the ineffective clause shall be replaced by one that is effective and economically closest to the meaning of the ineffective clause. The same applies in the event of any omissions.
Last updated: 10th of September, 2020