Including Deviating Jurisdiction Agreement
Preamble / Ethical Rules
On behalf of our company, we welcome you as a new premium partner (henceforth Independent Representative or Representative), and wish you every success in your activities as an Independent Representative, and in distributing products, of the QN EUROPE Sales & Marketing Limited, Core B, Block 71, The Plaza, Park West, 12 Dublin, Ireland (hereafter: QN EUROPE). Regarding the distribution of our products and contact with others, it is of utmost importance to us to always ensure convenience and safety, reliability, and fair cooperation between ourselves and the whole environment of network marketing, as well asjoa upholding the law and the principles of morality.
Therefore we would like to ask you to thoroughly read the following ethical rules as well as our general partnership conditions and to allow these guidelines to become your daily leitmotif for carrying out your activity.
Ethical rules for dealing with consumers
• Our Representatives advise their partners honestly and sincerely, clarifying any misunderstandings about goods, the business opportunity or other statements made during advisory discussions.
• On our partner’s request the sales conversation can be omitted, moved or an already initiated conversation can be discontinued pleasantly.
• When contacting a partner the Representative shall inform the consumer – at their request – of all points relating to the goods (e.g. use, quality, application), or the sales opportunity.
• All information on the goods must be comprehensive and truthful. The partners must be informed, inter alia, of the directions for use and precautions on the product labels, and any accompanying material. A Representative is prohibited from making misleading statements or promises of any kind regarding the goods.
• No Representative may make any claims about goods or their properties or effects when these have not been released by QN EUROPE.
• The consumer should not be led to purchase the products through dubious and / or misleading promises nor by promising special benefits when these are linked to uncertain, future outcomes.
• A Representative may not make any comments with respect to their compensation or the potential remuneration of other distribution partners. Furthermore, a Representative cannot guarantee payments, make promises or raise expectations in some other way.
• A Representative may neither claim that the Compensation Plan or the goods of QN EUROPE are endorsed or approved by a government agency nor that these are supported by such.
Ethical rules for dealing with sales partners
• Sales partners must always treat each other fairly and respectfully. The above also applies to dealing with Representatives in other network marketing companies.
• New partners should be informed truthfully about their rights and obligations. Information regarding potential revenue and employment opportunities should be omitted.
• No verbal assurances are allowed to be made regarding the goods and services of QN EUROPE.
• Representatives are not allowed to poach partners from other companies. Furthermore, Representatives are not allowed to move other partners in order to change sponsor within QN EUROPE.
• The obligations of §§ 7-10 of the following general conditions for Representatives must always be observed, in addition to the ethical rules
Ethical rules for dealing with other companies
• The behaviour of QN EUROPE Representatives must always be fair and honest towards other companies of the network marketing sector.
• Avoid systematically soliciting Representatives in other companies.
• Disparaging, misleading or unfair comparative statements about goods or distribution systems of other companies is prohibited.
Having introduced these ethical rules of our company, we would like you to familiarise yourselves with the General Partnership Conditions of QN EUROPE.
§ 1 Scope of Validity
(1) The following terms and conditions are part of each Representative agreement between the EUROPE Sales & Marketing Limited, Core B, Block 71, The Plaza, Park West, 12 Dublin, Ireland, represented by its Director Mr. Rudolf Neidhardt, e-mail address: firstname.lastname@example.org (hereafter: QN EUROPE) and the independent and autonomous Representative.
(2) QN EUROPE provides its services exclusively on the basis of these general Representative and delivery conditions.
§ 2 Contractual Object
(1) QN EUROPE is an innovative company that distributes high-quality consumables (e.g. dietary supplements) and luxury goods (such as watches) as well as travel services (henceforth: goods) in Europe (Germany and other countries) through a network of distribution partners. The Representative should distribute goods for QN EUROPE, so that the placement of the products forms the foundation of their business, without any obligation to purchase any goods. For this activity, the Representative receives a corresponding commission per successful placement. To become a Representative, those interested can register in QN EUROPE. For the above-mentioned activities, it is not necessary to recruit other Representatives. For this activity, it is neither necessary for the Representatives to make financial expenditures over and above the registration fees nor to carry a minimum number of goods for QN EUROPE. Registration is the only requirement.
(2) In addition, there is a possibility, but not the obligation, to recruit other Representatives. For this activity, the Representative will receive, on reaching the required qualification, an appropriate commission on the product sales to the newly recruited Representative. However, no explicit provision is made for advertising. The commission and the manner in which it will be paid will be based on the compensation plan in force at that time.
(3) As regards the inclusion and implementation of its activities QN EUROPE provides the Representatives with an online back office, which allows the Representatives access to an always-updated and comprehensive overview of its sales, commissions, as well as the development of sales partners and their downline.
§ 3 General prerequisites for entering into a contract
(1) Contracts may only be concluded with legal entities, partnerships or individuals provided that they, or their managers are entrepreneurs, who are national citizens, or have an official resident permit in the country they register from and at least 18 years of age. No contracts may be concluded with consumers and/or with individuals or for legal entities, partnerships with managers who have not obtained an official resident permit in the country they register from.
(2) If a legal entity (e.g. GmbH, AG, Ltd.) submits an application for Representative, the corresponding excerpt from the commercial registration must be submitted with the application, as well as a copy of the VAT identification number. Applicants must be at least 18 years old. The shareholders are individually and severally liable for the conduct of the legal entity.
(3) In the case of business partnerships (such as GBR, OHG, KG) – if present – the corresponding excerpt from the commercial registration as well as a copy of the VAT identification number must be submitted. Additionally, all shareholders must be named. Applicants must be at least 18 years old. The shareholders are individually and collectively liable for the conduct of the partnership.
(4) Any and all online orders and order forms are considered an integral part of the contract.
(5) The Representative may only register the initiation of activities with QN EUROPE online. Upon registration the Representative is obligated to fill in the Representative Application Form fully and correctly, and to submit it to QN EUROPE in the prescribed, electronic manner. In addition, the individual applying must acknowledge and accept these Partnership Terms and Conditions as an integral part of the contract by ticking the corresponding box before completing the registration process.
(6) Any changes to the relevant personal data supplied by the applicant must be made immediately in the designated section of the QN EUROPE back office.
(7) QN EUROPE reserves the right to refuse distribution partnership applications at its discretion, without any justification. A sales partnership with other employees of QN-EUROPE, or an affiliated company, and their immediate families (e.g. spouse, mother, father, brother, sister, etc.) who reside in the same household as the employee, is expressly not permitted.
(8) In the event of a breach of the obligations referred to in paragraphs (1) to (5), (7) and (8) of Clause 2, QN EUROPE is entitled, without prior warning, to immediately terminate the distribution agreement and possibly reclaim paid out commissions. In addition, for such a case, QN EUROPE expressly reserves the right to seek further redress in the event of a termination without notice.
§ 4 The status of Representatives as entrepreneurs
(1) The Representative acts as an independent and autonomous entrepreneur. The parties are unanimous in the assumption that the Representative is initially active on a part-time basis. The Representative is neither an employee nor trade agent or broker of QN EUROPE. There are no sales targets, inspection requirements, or other operational obligations. The Representative is not subject to any instructions from QN EUROPE, with the exception of the contractual obligations, and bears the full entrepreneurial risks of their business activity, including the obligation to pay all their business costs and the due payment of their employees, should they employ any. The Representative establishes and operates their businesses in accordance with sound business principles, including the operation of their own offices or a workplace appropriate for conducting business.
(2) As an independent entrepreneur the Representative is personally responsible for compliance with the relevant legal provisions, including tax and social insurance requirements (e.g. registration for a VAT ID number, registration of their employees in the social insurance system, obtaining business licenses if required). In that regard, the Representative ensures to pay the taxes, properly according to their location, on all commission revenue which is generated from their activities for QN EUROPE. QN EUROPE reserves the right to deduct the respective amount for taxes and fees from the commissions and/or demand reimbursement for damage or expenses incurred by the Representative due to any breach of the foregoing stipulations, in the event that the Representative is responsible for such damage or expenses. QN EUROPE pays no social security contributions on behalf of their Representatives. The Representative is not authorised to make any statements or comments on behalf of QN EUROPE.
§ 5 Inclusion of the Compensation Plan
(1) The QN EUROPE compensation plan and the requirements contained therein as well as the policies and procedures are also explicitly part of the distribution agreement. The distributor must comply with the provisions contained in the current version of this document.
(2) By submitting the online application to QN EUROPE, the Representative assures both acknowledgement of the QN EUROPE compensation plan and acceptance therein as well as the policies and procedures a of it as part of the contract.
(3) QN EUROPE is entitled at any time to change the QN-EUROPE Compensation Plan and the policies and procedures. QN EUROPE will announce changes of the before mentioned legal documents a reasonable time in advance. The Representatives have the right to object to the amendment of the compensation plan. Should a Representative raise such objections, they are entitled to terminate the agreement as of the date on which the changes come into effect. Should the Representative fail to terminate the agreement within four weeks after the change comes into effect, the change will be deemed as accepted by the Representative.
§ 6 Use of the Back Office / No Administrative, Licensing or Maintenance Fees
(1) Upon registration at QN EUROPE and payment of the annual management, monitoring and handling fee for the term of contract, the Representative acquires a right to use the back office. The right of use is a simple, non-transferable right, related to each specific back office; the Representatives have no right to amend, edit or undertake any other form of re-organisation of the back office. Likewise, they have no right to grant sub-licenses.
(2) QN EUROPE does not calculate any license or maintenance fees for the use, as well as the maintenance, management, supervision and care of the back office. Likewise, QN EUROPE charges no general administration fees from their Representatives.
§ 7 Advertising Obligations and General Duties of Representatives
(1) Representatives are obligated to protect their personal passwords and login IDs from third party access.
(2) In the course of their activities, Representatives are prohibited from violating the rights or property (including technical infrastructure) of QN EUROPE, their Representatives, affiliated companies or other third parties; likewise, Representatives are prohibited from harassing third parties or otherwise violating the law. Representatives are not permitted to make false or misleading statements about QN EUROPE products or the distribution system. In the course of their sales activities and structural work, the Representatives will only make such statements about the goods offered by QN EUROPE and the QN EUROPE sales system as correspond to the content of QN EUROPE's advertising and informational materials. Furthermore, abuse or commissioning illegal activities, such as the use of unauthorised or unfair advertising (e.g. statements about healing attributes of the products, illegal medical or therapeutic effects of the products, or health claims in product advertising) is prohibited.
(3) Additionally, it is also prohibited to send unsolicited commercial e-mails, promotional social media messages; advertising faxes or promotional text messages (spam).
(4) Representatives may not use, produce or disseminate their own sales documents, websites, product brochures, product labels or other self-generated media and advertising materials. The Representatives are prohibited from advertising QN EUROPE services on their own or external websites; advertising is allowed exclusively through the official QN EUROPE website. In the event that Representatives promote the services of QN EUROPE in other online media, such as social networks (e.g. Facebook), blogs or chat rooms, they must always only use the official QN EUROPE advertising statements. Furthermore, when using other online media, Representatives must explicitly indicate that it is not an official QN EUROPE advertisement or online presence.
(5) Advertising in electronic media and mass media is only conditionally allowed. The Representatives may not advertise products and services of QN EUROPE on TV, cable TV, radio, newspapers, e-mail or other forms of electronic media or mass media without prior written consent. Authorisation may be withheld without any justification at QN EUROPE's discretion.
(6) Representatives may present, mediate or sell QN EUROPE goods, within the framework of applicable law, as revocable at home parties, private events or online webinars. The goods may also be presented by the Representative at trade fairs and exhibitions. The only restriction is that the Representative cannot offer products of competitors or other network marketing companies at this fair.
(7) QN EUROPE's goods may expressly NOT be marketed in other stationary retail outlets (such as supermarkets or petrol stations) nor through particular or other online presences, as far as the site is not provided by QN EUROPE.
(8) The goods may not be offered at auctions, public or private flea markets, swap networks, department stores, via private online stores, online retailers such as eBay, Amazon, YouTube or on comparable points of sale.
(9) The Representative is obliged to identify themselves as being an "Independent Representative of QN EUROPE". Websites, stationery, business cards, labels and advertisements on cars, advertising material and the like must always state: "Independent Representative of QN EUROPE".
(10) Furthermore, Representatives are prohibited from advertising about opportunities to earn money or providing information regarding their commission to a third party, particularly in connection with promotional activities; guaranteeing income or using commission checks as proof of success to a third party is expressly forbidden. A Representative may neither claim that the Compensation Plan or the products of QN EUROPE are endorsed or approved by a government agency nor that these are supported by such. Further requirements may be found under point 11.02 of the policies and procedures.
(11) Representatives are also prohibited from applying for or taking out loans, incurring expenses, making commitments, opening bank accounts, entering into contracts or making any other declarations on behalf of, in the interest of or in the name of QN EUROPE.
(12) All travel costs, expenses, office expenses, telephone charges and other expenses for advertising materials are the responsibility of the Representative.
(13) In the course of their business activities, Representatives are not authorised to make negative, disparaging or otherwise unlawful comments or assessments regarding competing or other companies or brands.
(14) All presentations, advertising materials, training and film materials etc. (including photographs) of QN EUROPE are protected by copyright. This content may not be copied, distributed, made publicly accessible or otherwise edited, in whole or in part, by the Representative – over and above the contractually specified usage rights – without the express written consent of QN EUROPE.
(15) The use (or modification) of the QN EUROPE label, one of the registered trademarks, product names, titles of works or trade names of QN EUROPE beyond the scope of the expressly provided advertising materials and other official QN EUROPE documents requires express written consent. Especially not allowed is the use of the QN EUROPE label, any of the registered trademarks, product names, titles of works or trade names of QN EUROPE in identical, similar or modified form as components of the company, its e-mail or for entries in either the white or yellow pages. The same applies to the URL (Universal Resource Locator = Web address) as well as the domain or sub-domain name of a website.
(16) Furthermore, the application of own brands, work titles or other property rights is prohibited where these contain a registered or otherwise protected brand, product name, title of works or trade name of QN EUROPE registered in another country/area. The aforementioned prohibition applies to both identical and similar signs and goods.
(17) Representatives are not allowed to respond to press enquiries about QN EUROPE, their achievements, the QN EUROPE Marketing Plan or other QN EUROPE achievements. The Representative is obliged to immediately forward all press enquiries to QN EUROPE. Additionally, Representatives will only make public statements (e.g. on television, radio, Internet forums) concerning QN EUROPE, the goods in the QN EUROPE range and the QN EUROPE sales system after obtaining prior written consent from QN EUROPE.
(18) Representatives may only promote or market services for QN EUROPE or recruit new Representatives in those states officially authorised by QN EUROPE.
(19) Representatives will notify QN EUROPE management via the Event Planning System, provided by QN EUROPE, regarding the location, time and content of promotional events that appeal to the general public before issuing invitations to such events. QN EUROPE may require changes or even the cancellation of certain events if this is deemed necessary in the interest of the company and the QN EUROPE sales organisation or its members.
(20) QN EUROPE allows Representatives to acquire goods for personal use or the use of family members. Under no circumstances should Representatives initiate the purchase of products in large quantities, which inappropriately exceed the normal requirements within a household, for their own, any family member's or other Representative's consumption. When reappointing goods the Representative assures that at least 70% of the goods previously delivered were consumed for their own purposes. Furthermore, the Representatives may not acquire, themselves or through third parties, any more goods than they can consume reasonably within one month.
(21) A Representative may register again, after termination of their old position at QN EUROPE. The prerequisite for renewed registration is that the termination and QN EUROPE's confirmation of the termination for the Representative's previous position were issued at least 12 months prior, with the terminating Representative having performed no activity for QN EUROPE during that time.
(22) Representatives are always prohibited from selling their own marketing and/or sales documents to other QN EUROPE Representatives or others.
(23) A Representative is allowed to make an entry in the yellow pages. However, such a registration must have its content approved by QN EUROPE in writing prior to publication and include the words "Independent Representative of QN EUROPE".
(24) The use of premium rate telephone numbers for marketing activities or products of QN EUROPE is not permitted.
(25) The Representative is obliged to give notice promptly and truthfully to QN EUROPE of any violations of the general partnership terms and conditions and the QN EUROPE code of conduct as well as all other provisions of the company.
§ 8 Non-Competition Clause/Poaching/Sale of Third-Party Services
(1) Representatives are allowed to sell goods and/or services for other companies, including network marketing companies, who are not competitors.
(2) Notwithstanding the above permission, given in Paragraph 1, the Representatives are not allowed to sell products or services of other companies to other QN EUROPE Representatives.
(3) If Representatives are simultaneously active for several companies or network marketing companies, they agree to organise their business activities (along with their respective downline) in such a way as to avoid any connection or mixing of their activities for these other companies with their activities for QN EUROPE. In particular, Representatives may not offer products other than QN EUROPE products at the same time, in the same place or in the immediate vicinity or on the same website, Facebook page or other social media/online platform.
(4) The Representative is also prohibited from recruiting other QN EUROPE Representatives for the sale of other companies' products.
(5) Representatives are also prohibited from violating their agreement by entering into another sales partnership or other agreements with other companies.
(6) If the Representative is active for another company alongside QN EUROPE, they are obliged to inform QN EUROPE regarding this activity and the identity of the other company.
§ 9 Confidentiality
Representatives shall observe strict confidentiality regarding business and trade secrets of QN EUROPE and its structure. In particular, the business and trade secrets also include information on downline activities and the information contained therein, the Representative and contractor data as well as information relating to the business of QN EUROPE, and its affiliates, with its vendors, manufacturers and suppliers. This obligation shall remain in effect even after the termination of the partnership agreement.
§ 10 Protection of Distributors / Cross-line Sponsoring / Bonus Manipulation
(1) New Representatives recruited by active Representatives for the sale of QN EUROPE products are assigned to the recruiting Representative within the structure according to the Compensation Plan and the placement guidelines regulated therein (Representative protection); the starting point of the assignment is determined by the date and time when payment for the new Representative's registration application is received by QN EUROPE. In the case of an incorrect registration, the amendment must be submitted and carried out within 5 business days after the date of registration, whereupon QN EUROPE, according to their own discretion, decides on a change in the registration. The Representative, whose position is changed, may not sponsor any other people in the meantime. If two Representatives claim to have sponsored the same new Representative, QN EUROPE will only assign the new Representative to the sponsor listed in the first registration received.
(2) QN EUROPE is entitled to delete all personal data, including the email address of a sponsored Representative from the system, if advertising mail, letters or e-mails are returned marked "moved", "deceased", "rejected", "unknown" etc. and the registering Representative or their sponsor fails to correct the erroneous data within a reasonable period of 14 days. Should QN EUROPE incur costs due to the undeliverable mail items and packages, it is entitled to recover said costs, except when the defective delivery took place through no fault of the Representative.
(3) In addition, cross-line sponsorship and any attempt to do the same within the company are prohibited. Cross-line sponsoring means the acquisition of a natural or legal person, or of a partnership, that is already a QN EUROPE Representative in another distribution line or who has had a distribution agreement within the last 12 months. The use of 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. In particular, this includes the sponsoring of Representatives who are actually not involved in business activities for QN EUROPE (also known as shell vendors), as well as, open or concealed multiple registrations, to the extent that these are prohibited. The use of names of spouses, relatives, trade names, corporations, partnerships, trusts, or other third party names to circumvent this provision is also prohibited. Similarly it is prohibited to induce third parties to the sales or purchase of goods in order to achieve a better position in the compensation plan, to manipulate the group bonus or to otherwise bring about a bonus manipulation.
(5) The Representative has no right to assert protection of sales territory.
§ 11 Warnings, Contractual Penalty, Compensation, Indemnity
(1) The first time Representatives are in breach of their obligations set forth in § 7, they shall receive a written warning from QN EUROPE with a deadline of 15 days to rectify the breach. Representatives undertake to reimburse QN EUROPE for all costs incurred by such warning and, in particular, any lawyers' fees.
(2) It is hereby pointed out that § 16 paragraph (3) herein expressly gives QN EUROPE the right to an extraordinary termination of the contract without warning for any breach of the obligations set forth in § 8, 9 and 10 (3) and (4), as well as for a particularly serious breach of the obligations set forth in § 7 or any other applicable contractual (such as the policies and procedures for instance) or other right set forth in the law, but is entitled to take the measures referred to in § 11 (1) in the case of an initial breach of obligations. Notwithstanding the right to immediate extraordinary termination without notice set forth in §16 paragraph (3), should the above-mentioned breaches of obligations occur, QN EUROPE reserves the right to, at its discretion, issue a warning as described in (1) above before terminating the contract extraordinarily, even if this warning stipulates a shorter grace period for remedial action.
(3) Should the provided grace period expire and the same or a fundamentally identical breach of obligations be committed, or if the originally protested breach is not remedied, a contractual penalty in the amount of €5,100.00 will become due for immediate payment. In addition to the contractual penalty itself, the Representative shall be responsible for reimbursing all attorneys' fees associated with its collection.
(4) The contractual penalty notwithstanding, the Representative is also liable for any and all damages incurred by QN EUROPE through the breach of obligations as set forth in §§ 7-9 and § 10 paragraphs 3 and 4, unless the Representative is not responsible for such breach of obligations.
(5) Upon first request, the Representative shall indemnify QN EUROPE against any and all claims by third parties arising from the breach of obligations set forth in §§ 7-9 and § 10 paragraphs 3 and 4 or any other violation of applicable contractual (such as the policies and procedures for instance) or other rights or applicable laws by the Representative. In particular, the Representative agrees to cover all costs, especially attorneys' fees, court costs and damages that are incurred by QN EUROPE in this context.
§ 12 Adjustment of Prices and Commissions
QN EUROPE reserves the right, particularly with regard to changes in market conditions and/or licensing structure, to change the shares in commission associated with the services provided, the compensation plan and usage fees at the beginning of each new billing period. QN EUROPE will notify the Representative within a reasonable time in advance of such changes. Price increases of more than 5% or changes to the compensation plan to the detriment of the Representative entitle the Representative to object to the modification. Should the Representative not object to the changed conditions within one month after their announcement, these become an integral part of the contract. There is no requirement to notify the Representative of any changes that are known at the time of signing the distribution agreement, and such changes do not constitute grounds for the Representative to object to the same. If the Representative objects to a change in these terms, QN EUROPE is entitled to terminate the contract as of the date on which the modified or amended terms and conditions come into effect.
§ 13 Advertising and Other Materials
All free advertising and other materials provided by QN EUROPE can be revoked at any time with future effect.
§14 Remuneration / Payment Terms / Commission Payment Methods / Prohibition on the Assignment of Payments
(1) As compensation for their activity and upon reaching the required qualifications, Representatives will receive commissions and other compensation which arise according to the respective qualification requirements from the QN EUROPE compensation plan (to be found under the policies and procedures – appendix 1). All commissions are paid based on the applicable compensation plan that Representatives can access and view in their back office at any time. Unless otherwise agreed, the compensation paid to Representatives covers any and all costs they incur to maintain and operate their business activities.
(2) The remuneration paid in the sense of (1) is initially intended as an advance commission in the amount of 100% of the provided service to be compensated. After conclusion of the mediated business, should a cancellation of this transaction or should a Representative of the sponsor's downline, associated with the settlement of cancellation or return rights in accordance with §§ 16 (8) and 23, return allocated services to QN EUROPE, then QN EUROPE will debit the account of the Representative by recovering the commission that the Representative had due to the placement of such goods or services as part of their brokerage activities.
(3) QN EUROPE reserves the right to require from Representatives, or the applicant in the case of registration by a legal person or partnership, that they prove their identity before any commissions are paid or any services are delivered. Identity can be proven with a photocopy of the individual's identity card or passport, or a German residence permit, and must be supplied within 2 weeks of the request.
(4) QN EUROPE calculates the commission claim on a weekly basis. QN EUROPE must be notified in writing within 60 days of any incorrect remuneration or commission advances, as well as other payments. After this time, the remuneration or commission advances or other payments shall be deemed as accepted and approved.
(5) The settlement of the commission is made as a net payment, excluding VAT, unless the Representative informs QN EUROPE, in writing and includes the current tax number and appropriate tax office as well as presenting a confirmation from the responsible tax office, that they are a contractor authorised with an input tax in accordance with the VAT Act.
(6) Commissions and fees for the provision of distribution services can only be paid to accounts held by the Representative in their own name or in the name of a partnership or legal entity that is in a contractual relationship with QN EUROPE, unless a separate account has been expressly approved by QN EUROPE in writing. Payments to foreign accounts or to a bank located outside the country in which the Representative is registered cannot be made.
(7) QN EUROPE is entitled to assert its right of retention in accordance with the law. In addition, QN EUROPE may exercise its retention right by withholding the payment of commissions if any of the documents required by law, (such as the VAT identification number for legal entities, as requested and issued; and business registration etc.) have not been provided upon request before the first payment is due. If QN EUROPE exercises its right to withhold commission payments, the parties hereby agree that the Representative shall not demand interest on the payable amount.
(8) Should the Representative lose their status as an active Representative, according to the Compensation Plan, the commission claims will lapse from this date. It is possible for the Representative to gain the status of an active Representative in the future by achieving the appropriate qualifications.
(9) QN EUROPE is entitled to fully or partially offset its claims towards the Representative against commission claims of the Representative. Representatives are only entitled to offset claims of QN EUROPE against counterclaims that are undisputed or have been established by a court of law.
(10) Representatives may not assign or pledge claims arising from the partnership agreement. The agreement may not be encumbered with the rights of third parties.
(11) Fees and commission advances or other payments below a minimum pay out of € 50.00 or 2500 RSP will not be paid. In the event that the minimum payment amount is not reached, the commissions will be kept by QN EUROPE in a business account maintained for the Representative and will be paid out in the week after reaching the minimum pay out amount or immediately in the event of termination of the contractual relationship, regardless of the achievement of the minimum payment amount. For the period of non-payment of remuneration, there is no right to claim interest on compensation or other payments.
§ 15 Suspension of the Representative
(1) Should the Representative fail to provide all of the necessary documents within 30 days of registration and acknowledgement of the requirements for the payment of remunerations and commissions or other payments, QN EUROPE is entitled to temporarily suspend said Representative until such time as the documents required by law are provided. The same applies if the Representative fails to comply with the deadline set forth in § 14 (3). The suspension period does not entitle the Representative to an extraordinary termination and does not create grounds for a refund of any testers or for a claim for damages, unless the Representative is not responsible for the situation leading to the suspension.
(2) In each instance where a warning is necessary regarding the failure to include the required documents etc. as stipulated in (1), once the suspension is in effect QN EUROPE is entitled to reimbursement of the necessary costs for issuing the warning.
(3) Remunerations and commissions or other payments that cannot be paid for the aforementioned reasons, will be posted as non-interest-bearing liabilities in QN EUROPE's bookkeeping system and will expire no later than the statutory limitation periods.
(4) Irrespective of the reasons for suspensions mentioned in paragraph (1), QN EUROPE also reserves the right to suspend a Representative for a good reason. In particular, QN EUROPE reserves the right to block the Representative's access without observing the notice period if the Representative breaches the obligations mentioned in §§ 7-9 and § 10 paragraphs 3 and 4, if the Representative violates any other applicable laws, or, alternatively, if there is an important reason, and if the Representative does not remedy the corresponding breach of obligations, despite receiving an appropriate warning by QN EUROPE within the extension period specified in § 5 or the breach of obligations, QN EUROPE is entitled to an extraordinary termination.
§ 16 Duration and Termination of the Agreement, Consequences of Termination / Right of Return
(1) The distribution agreement is agreed upon for a term of 12 months and may be terminated by the Representative at any time, even within the contractual period, with a notice period of 30 days. The contract is extended automatically for another 12 months by paying the management, monitoring and handling fee. Despite a corresponding request for payment by QN EUROPE, should the Representative not pay the aforementioned management, monitoring and handling fee within 30 days of receipt of the request for payment, the contract shall be transferred into a "passive contract phase" without commission entitlement. The Representative can extend the contract for up to 12 months after the end of the contract period, where, in the event of an extension of the commission claim contract, the renewal can only occur from the date of extension. Should the contract not be renewed within this period, the contract will be automatically terminated after this period.
(2) Regardless of the reasons for termination set forth in (1), both parties have the right to extraordinarily terminate the distribution agreement for an important reason. In particular, such important reasons for termination include the breach of any of the obligations set forth in §7, if the Representative fails to remedy the same in a timely manner as set forth in §11 paragraph (1), or if, after such remedy, the Representative is once again in breach of the same or a similar obligation. For any breach of the obligations set forth in §§ 8, 9 and 10 (3) and (4), 18 (4) or 19 as well as any particularly severe breach of the obligations set forth in § 7 or any other applicable contractual (such as the policies and procedures for instance) or statutory law, QN EUROPE is entitled to an extraordinary termination of the partnership agreement 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) Notice must always be made in writing.
(4) Domains that contain the name "QN EUROPE", a trademark, a business name or work title of QN EUROPE in identical or similar notation or language may no longer be used after termination of this agreement and shall be transferred to QN EUROPE upon request in exchange for reimbursement of any costs associated with the domain transfer.
(5) An early termination of an agreement with a minimum term does not entitle the Representative to any refund of the fees or other already paid services which were made in connection with the distribution agreement, unless the Representative has exercised the right to an extraordinary termination due to an important reason.
(6) A Representative may re-register with another QN EUROPE sponsor after termination of their previous position. The prerequisite for renewed registration is that the termination and QN EUROPE's confirmation of the termination for the Representative's previous position were issued at least 12 months prior, with the terminating Representative having performed no activity for QN EUROPE during that time.
(7) Once the agreement is terminated, Representatives have no further right to commissions and especially no claim to compensation as a sales agent, since Representatives are not sales agents as defined by the German Commercial Code (HGB) or other applicable laws
(8) Sales aids, products, or other services purchased directly with QN EUROPE under the Representative partnership that are unused and resalable, can be sold back and returned to QN EUROPE, after completion of the distribution agreement, subject to the following rules. If the services are sold back and returned to QN EUROPE within one month of the date of the original invoice and receipt of the notice of termination, the Representative will receive a refund of 100% of the net cost. If the services are sold back and returned to QN EUROPE within 3 months of the date of the original invoice and receipt of the notice of termination, the Representative will receive a refund of 90% of the net cost. Older goods or other services (without 3 months of the date of the original invoice and receipt of the notice of termination) cannot repurchased. For goods, in addition to the preceding requirements for return – where applicable – the repurchase option only applies if the expiry date at the time of return is still at least 12 months in the future and the merchandise is unopened. The return shipping costs – to the extent that these occur – and the costs incurred in connection with the return shipping, as well as handling costs, will be deducted from the refund amount. The original shipping costs, if any occurred during the acquisition, will expressly not be refunded. In addition, if the Representative has received compensation or a commission on the returned items and this commission is to be repaid, it will be deducted from the refund amount. If possible, the refund will be made using the same payment as previously used by the Representative.
(9) Should a Representative claim services from QN EUROPE outside of this partnership agreement, these services will remain unaffected after the termination of said agreement, unless the Representative expressly requests their discontinuation in their termination notice. Should the Representative receive services from QN EUROPE after the termination of the partnership agreement, they will be treated as a normal customer.
§ 17 Disclaimer
(1) QN EUROPE is only liable for damage other than injury to life, limb or health if the damage results from intentional or grossly negligent acts or a culpable violation of essential contractual obligations (e.g. payment of commissions) by QN EUROPE, its employees or agents. This also applies to damages resulting from the breach of obligations in contract negotiations as well as in the event of torts. Any further liability for damages is excluded.
(2) Any liability for damage other than injury to life, limb or health or that caused by intentional or grossly negligent acts of QN EUROPE, its employees or agents is limited to those damages that would be typically foreseeable at the time of conclusion of the agreement and also to the average amounts as would be typical for contracts of this sort. This also applies to indirect damages, including, in particular, loss of profits.
(3) QN EUROPE disclaims any liability for damage of any kind caused by data losses on computer servers, unless such losses are caused by gross negligence or intentional actions of QN EUROPE, its employees or agents. QN EUROPE treats any content stored on the servers by Representatives as third-party content, as defined in the German Tele Media Act (TMG).
(4) The provisions of the Product Liability Act shall remain unaffected.
§ 18 Transfer of Business Operations or the Sponsored Structure to Third Parties / Death of the Representative
(1) QN EUROPE can transfer its business, in whole or in part, or individual assets to third parties at any time. In the event that the Representative does not agree with the transfer of the business relationship to the new company and notifies QN EUROPE promptly of the same, the agreement will be terminated at the earliest possible date.
(2) The Representative is only entitled to transfer their downline at least 6 months after the conclusion of the contract to their direct or indirect up line (up to 5 stages upward) after prior written consent of QN EUROPE and presentation of the purchase and/or transfer agreement with the third party, as well as the presentation of the partnership agreement of the third party to QN EUROPE, unless QN EUROPE has exercised its pre-emptive right. The distribution structure may only be transferred to persons who are not already QN EUROPE Representatives at the time of the transfer. Should a Representative have been a Representative of QN EUROPE in the past, the previous agreement must have been terminated for at least 12 months. However, a transfer or purchase of a distribution structure to a QN EUROPE Representative is not permitted. Insofar as QN EUROPE also does not exercise their pre-emption right they may withhold their consent at their discretion. The Representative is obliged to announce the intended transfer of their distribution structure to QN EUROPE in writing. After receiving the written announcement, QN EUROPE has 15 days to exercise their pre-emption right. Should QN EUROPE not exercise this right, the transfer is permitted under the same conditions stipulated in the offer of transfer, unless precluded due to other important reasons. A sale of a Representative's sales structure is only permitted if the partnership has not yet been terminated. With immediate termination or breach of these general partnership and delivery conditions, the right of the Representative to sell their own sales organisation is withheld; similarly, the right to sell is withheld in the event of the selling Representative still owing QN EUROPE money, insolvency proceedings having been opened against the Representative, or if such proceedings have been rejected due to a lack of assets or if the Representative is otherwise insolvent or has submitted an affidavit of insolvency in response to an attempt to enforce a judgment by writ. QN EUROPE will levy an administrative fee of € 25.00 to process such requests. The transfer of the distribution structure terminates the contract between the parties. Further requirements may be found under point 8. of the policies and procedures.
(3) Should a Representative be registered as a legal entity or a partnership, distribution structure transfers are only permitted if the additional conditions set out in this agreement are met.
(4) Should a legal entity or partnership newly registered as a Representative wish to add a new shareholder, this is possible up to an allocation of 30% of the shares, provided that the (previous) shareholder(s) who have requested the distribution partnership also remain shareholders. Should a shareholder wish to leave a legal entity or partnership that is registered as a Representative or should they wish to transfer their stake amounting to more than 30% to third parties, this action is only permitted with prior written consent which is at the discretion of QN EUROPE and upon submission of a written request, including copies of the corresponding notarial deeds, which must be in accordance with the provisions of this agreement. QN EUROPE will levy an administrative fee of € 25.00 to process such requests. Should this requirement be not met, QN EUROPE reserves the right to terminate the agreement with the legal entity or partnership registered as the Representative.
(5) The distribution agreement shall end at the latest with the death of the Representative. The distribution agreement may be inherited in accordance with legal requirements, provided that the Representatives, in their lifetime, appoint their heir to QN EUROPE. As a rule, the heir(s) must sign a new partnership agreement within six months of the previous Representative's decease whereby they will assume the rights and obligations of the deceased Representative. The death must be proven by means of a death certificate. Should there be a will granting the partnership agreement as part of the deceased's inheritance, a notarised copy of the will must be presented. If the heir(s) do not exercise their inheritance rights within six months of the former Representative's death, all of the rights and obligations under the agreement shall pass to QN EUROPE. 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). Should an inheritor not be named within the Representative's lifetime, an inheritance is not possible and the contract ends at the time of death. Further requirements may be found under point 9.01. of the policies and procedures.
§ 19 Separation/Dissolution
In the event that a couple/cohabitants, a legal entity or partnership registered as Representatives terminate their association internally, there shall still be only one Representative position even after the separation, dissolution or other termination of the above-mentioned association. Those members/shareholders shall decide internally which member(s)/ shareholder(s) shall continue as the Representative and this decision must be announced to QN EUROPE in writing, in an agreement signed by both parties and notarially certified, or through the submission of a relevant court order. In the event of an internal dispute over the consequences of the separation, divorce, dissolution or other termination with respect to the distribution partnership with QN EUROPE, QN EUROPE reserves the right of extraordinary termination, where such a dispute leads to a dereliction of the Representative's duties, to a violation of these general terms and conditions, to a violation of the applicable laws or to an unreasonable burden on the downline or upline.
§ 20 Consent to the Use of Photographic and Audio-Visual Materials and the Use of Records of Materials and Presentations
(1) The Representative hereby grants QN EUROPE the right to make photographic and/or audio-visual recordings with their likeness, voice, statements or quotations made in their capacity as Representatives free of charge. By signing the Representative application and accepting these general terms and conditions, Representatives expressly give their consent to the publication, use, reproduction and modification of their statements, recordings or photographs.
(2) The Representative is not permitted, for the purpose of selling, as well as for personal or business use, to produce audio, video or other records of events which were sponsored by, as well as teleconference calls, speeches or meetings of QN EUROPE. Furthermore, a Representative may not record, produce or create audio or video presentations or records of QN EUROPE events, speeches, conference calls or meetings without the prior written consent of QN EUROPE.
(1) The following is the privacy statements of QN EUROPE
(2) You can visit our site anonymously at any website access; however, your Internet browser automatically transmits the following data to our web server: the date and time of access, the sender IP address, the requested resource, the HTTP method and the HTTP user-agent header. However, our web server stores this information separately from other data; it is not possible for us to assign this data to a specific person. After an anonymous evaluation for statistical purposes this information will be deleted immediately.
(4) QN EUROPE uses Google Analytics to be able to process the requests and requirements of its customers. Google Analytics uses "cookies", text files that are stored on your computer to help analyse your use of the website. The information generated by the cookie about your use of our website (including your IP address) will be transmitted to a Google server in the US where it will be stored. Google will use this information to evaluate your use of our website, compiling reports on website activity for website operators and for the provision of other services related to our website activity and Internet usage. Google may also pass this information on to third parties in so far as this is required by law or as far as third parties may process the data on Google's behalf. Google will not associate your IP address with any other data held by Google. You may prevent the installation of cookies by selecting the appropriate settings on your browser; however, we would like to point out that if you do so you may not be able to use all the functions provided on this website. By using this website, you agree to the processing of your data collected by Google as described and for the purpose set out above.
(5) QN EUROPE uses social plugins ("Plugins") provided by the social network Facebook, which is operated by Facebook Inc., 1601 S. California Ave, Palo Alto, CA 94304, USA ("Facebook"). The plugins are marked with a Facebook logo or the phrase "Facebook Social Plugin". You can find an overview of the Facebook plugins and what they look like here: http://developers.facebook.com/plugins.
Should you access a page of our website that contains a social plugin, your browser establishes a direct connection with the Facebook servers. The content of the plugin is transferred from Facebook directly to your browser, which then embeds it into the website.
Through the integrated plugin, Facebook receives the information that your browser has accessed the corresponding page of our website, even if you do not have a Facebook account or are not currently logged into Facebook. This information (including your IP address) is transmitted from your browser directly to a Facebook server in the USA and is stored there.
If you are logged into Facebook, Facebook can link your visit to our site with your Facebook account. Should you interact with the plugins, for example by pressing the "Like" button or by entering a comment, the corresponding information is also transmitted directly to a Facebook server and is stored there. The information is also published on Facebook and shown to your Facebook friends.
Facebook can use this information for the purpose of advertising, market research and the design of the Facebook pages. For this purpose Facebook creates usage, interests and relationship profiles, e.g. in order to evaluate your use of our website in terms of the advertisements displayed for you on Facebook, to inform other Facebook users about your activities on our website and to provide other services relating to the use of Facebook.
Should you not want Facebook to link the data collected on our website to your Facebook account, you must log out of Facebook before visiting our website.
Please see Facebook's privacy policies for the purpose and scope of data collection and the further processing and use of data by Facebook, as well as your rights and settings options for protecting your privacy: http://www.facebook.com/policy.php.
(6) Note on the Google +1 button: by using the Google +1 button you can publish information worldwide. By means of the Google +1 button you and other users can receive personalised content from Google and our Representatives. Google will store both the information that you have given via +1, as well as information about the page that you viewed when you clicked +1. Your use of +1 can be displayed along with your Google name and profile photo, such as search results or your Google profile, or elsewhere on websites or in on-line ads. Google records information about your +1 activities to improve Google's services for you and for others. In order to use the Google +1 button, you need a globally visible, public Google profile, which must contain at least the profile name. This name is used in all Google services. In some cases, this name can also substitute any other name that you have used when sharing content from your Google account. The identity of your Google profile can be shown to users who know your e-mail address or other information that can identify you. How the collected information is used: in addition to the uses mentioned above, the information you provide is used in accordance with the applicable Google Data Protection Statements. Google may release aggregated statistics on the +1 activities of users or forward these findings to users and Representatives, such as publishers, advertisers or associated sites.
(8) Personal data is only collected if the Representative voluntarily provides it as part of the order or registration process. QN EUROPE uses the personal data submitted by Representatives (e.g. title, name, address, e-mail address, telephone number, fax number, transfer details) without prior explicit consent in accordance with the provisions of the German data protection law solely for the purpose of fulfilling the contract.
(9) For the purpose of fulfilling this agreement, including the settlement and payment of commissions, product and marketing information and personal data of the Representatives will be provided to third parties, including the accounting department, the disbursing bank, or to suppliers, to the extent necessary to fulfil the contractual obligations referenced herein. With the completion of this contract, including the full payment of the agreed charges, the data supplied by the Representative will be deleted. Data that must be kept for tax or commercial reasons will be blocked after completion of the contract, unless the Representative has expressly consented to the further use of their personal data.
(10) The Representative is entitled at any time to request the change, blocking or deletion, free of charge, of their data. Should the Representative wish for further information on the storage of their personal data or its deletion, blocking or modification, they may request support using the e-mail address email@example.com or the postal address mentioned in paragraph (1).
§ 22 Statute of Limitations
Any claims arising from this contractual relationship shall expire six months from the date on which the claim becomes due and the claimant becomes aware of the circumstances giving rise to said claim or would have become aware, were it not for ignorance of the circumstances due to gross negligence. This does not affect any statutory provisions requiring a longer limitation period.
§ 23 Voluntary Contractual Cancellation Policy
You are registering with QN EUROPE as an entrepreneur and not as a consumer and therefore do not have the statutory right of cancellation. Nevertheless QN EUROPE grants you a subsequent voluntary 30-day contractual right of cancellation.
Voluntary Right of Cancellation:
You can revoke your contract within 30 days without cause in writing (by letter or e-mail) to the address or e-mail address mentioned in § 1. The period begins with the submission of the application for a distribution partnership. The timely dispatch (Date of postmark / email) of the cancellation or demonstration set is sufficient for compliance with the cancellation period conditions.
Consequences of Cancellation:
After the cancellation, all goods received as a Representative of QN EUROPE can be returned against the reimbursement of the full payments made for these.
A Representative may re-register with another QN EUROPE sponsor after the cancellation of their previous position. A prerequisite is that the cancellation of the old position by the Representative dates back at least 12 months and that the cancelling Representative has performed no activity for QN EUROPE in this period.
§ 24 Applicable Law / Alternative Place of Jurisdiction
(1) Irish law applies under exclusion of the UN Sales Convention. Mandatory provisions of the country in which the Representative has their habitual residence remain unaffected.
(2) The court of jurisdiction and place of fulfilment is the registered office of QN EUROPE. Mandatory provisions of the country in which the Representative has their habitual residence remain unaffected.
§ 25 Final Provisions / Priority of the German Language
(1) QN EUROPE is entitled to change the general partnership terms and conditions at any time. QN EUROPE will announce changes a reasonable time in advance. QN EUROPE will announce changes a reasonable time in advance. The Representative has the right to object to changes. Should a Representative raise such objections, they are entitled to terminate the agreement as of the date on which the changes come into effect. Should the Representative fail to terminate the agreement within four weeks after the change comes into effect, the change will be deemed as accepted by the Representative.
(2) Amendments and supplements to these general partnership terms and conditions must be made in writing. This also applies to a waiver of the requirement for the written form.
(3) Should the general partnership terms and conditions be translated into another language and should any inconsistencies arise in a provision between the German and the translated version, the German version shall always override the other.
(4) The invalidity or incompleteness of a single provision of these general terms and conditions of use shall not affect the validity of the entire contract. Instead, the invalid provision should be replaced by a provision that is legally effective and comes closest to the economic purpose of the invalid provision. The same applies in the event of any omissions.