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General terms and conditions of the contractual partner including deviating agreement on place of jurisdiction

Preamble /Ethical Rules

We would like to welcome you on behalf of our company as a new commercial contractual partner (future sales partner) and wish you the best possible success for your activities as an independent sales partner of Vitana-X Europe GmbH, Zugerstrasse 76b, CH-6340 Baar, represented by the managing director (chairman of the board of directors) Matthias Göth resident there (hereinafter: VITANA-X) and above all a lot of fun with the distribution of our goods. In the distribution of our goods and the contact with other people, we always focus on consumer friendliness and safety, seriousness, a fair cooperation among each other as well as in the entire environment of network marketing, party distribution or other direct sales, as well as the observance of laws and good manners.

Therefore we would like to ask you to read the following ethical rules as well as our General Terms and Conditions very thoroughly and to make the guidelines your daily leitmotif for the exercise of your activity.

Ethical rules for dealing with consumers

- Our sales partners advise their sales partners honestly and sincerely and clarify any misunderstandings about goods, business opportunities or other statements during a consultation.

- The sales partners introduce themselves unsolicited and truthfully by name and as sales partners of VITANA-X in personal and telephone contact with the consumer at the beginning of the sales talk. In addition, at the beginning of the sales talk, they disclose the business purpose of their visit or call and make clear which goods or services are to be offered.

- At the request of a sales partner, a sales call is waived, the call is postponed or a conversation that has already begun is friendly aborted.

- Sales partners never behave obtrusively. In particular, visits and telephone contacts must take place at appropriate times, unless the consumer has expressly requested otherwise. The enterprises and/or their selling partners call a consumer for advertising purposes only with its previous express consent. The telephone number of the calling party must be transmitted.

- During a customer contact, the sales partner informs the consumer about all points concerning the goods offered and - at the consumer's request - the sales opportunity.

- All information about the goods must be comprehensive and truthful. A distributor is prohibited from making misleading statements or even promises about the goods in any form.

- A sales partner may not make any claims about goods, their prices or contractual conditions, unless these have been approved by VITANA-X.

- Sales partners will only refer to letters of recommendation, test results or other persons for business purposes to the consumer if they are authorized by both the reference provider and VITANA-X; these must be accurate and not outdated. Letters of recommendation, tests and personal references must also always be related to the intended purpose.

- The consumer will not be induced to purchase products by frivolous and/or misleading promises, nor by promises of special benefits, if these benefits are linked to future, uncertain successes. Distributors will refrain from doing anything that could determine the consumer to accept the offer made solely in order to do the provider a personal favor, end an unwanted conversation or benefit from an advantage that is not the subject of the offer, or to show gratitude for the provision of such an advantage.

- A Distributor may not provide any information regarding its remuneration or the potential remuneration of other Distributors. Furthermore, a Distributor may not guarantee, promise or otherwise raise expectations about compensation.

- Sales partners must take account of commercially inexperienced persons and under no circumstances exploit their age, illness or limited insight to induce them to conclude a contract.

- In the case of contacts with so-called socially disadvantaged or foreign-language population groups, the sales partners will take due account of their financial performance and their ability to understand and understand the language and, in particular, refrain from doing anything that could induce the members of such groups to place orders that do not correspond to their circumstances.

Ethical rules for dealing with distribution partners

- Sales partners always treat each other fairly and respectfully. The aforementioned also applies to dealings with sales partners of other competitors or other network marketing companies, party sales companies or other direct sales companies.

- New Distributors will be truthfully informed of their rights and obligations. Information on possible sales and purchase opportunities is to be omitted.

- No verbal assurances may be given regarding goods and services of VITANA-X.

- Sales partners are not permitted to poach sales partners of other companies. Furthermore, sales partners are not permitted to persuade other sales partners to change sponsors within VITANA-X.

- At the same time, the obligations of the following General Terms and Conditions of Contract must always be observed as ethical rules.

Ethical rules for dealing with other companies

- The sales partners of VITANA-X always behave fairly and honestly towards other competitors or other companies in the network marketing sector, party sales or other direct sales.

- Systematic poaching of sales partners from other companies is prohibited.

- Disparaging, misleading or unfair comparative statements about goods or distribution systems of other companies are prohibited.

These ethical rules of our company are prefixed and we would now like to acquaint you with the General Terms and Conditions of VITANA-X.

§ 1 Scope of application

(1) The following General Terms and Conditions are an integral part of any distribution partner agreement between Vitana-X Europe GmbH, Zugerstrasse 76b, CH-6340 Baar, represented by the Managing Director (Chairman of the Administrative Board) Matthias Göth, resident there (hereinafter: VITANA-X), e-mail contact: support@vitanax.com and the independent and self-employed distribution partner. It should form the basis of a joint, fair and successful business relationship.

(2) VITANA-X provides its services exclusively on the basis of these terms and conditions.

§ 2 Subject matter of the contract

(1) VITANA-X is a company that distributes high-quality dietary supplements, cosmetic products, gene analysis tests and other consumer and consumption services, especially in the health, beauty and lifestyle sectors (in future: goods), via a social selling sales concept. The sales partner is to broker the goods for VITANA-X so that the brokerage of the goods forms the basis of a sales partner's business. For this activity, it is not necessary for the sales partner to incur financial expenses in excess of the annual service fee (see § 6), to purchase a minimum number of goods or other services from VITANA-X or for the sales partner to recruit other sales partners. Only registration is required. The sales partner receives a corresponding commission for his activities.

(2) In addition, there is the possibility, but not the obligation, to recruit other sales partners. For this activity, the recruiting sales partner receives a corresponding commission on the product sales of the recruited sales partner upon achieving the required qualification. However, no commission is expressly paid for the mere advertising of a new sales partner. The commission as well as the method of payment is based on the remuneration plan valid at that time.

(3) In addition to training and personalized advertising tools, VITANA-X provides the Distributor with an online back office and landing page including a right of use within the meaning of § 6 (1) upon successful registration, which, among other things, enables the Distributor to have an up-to-date and comprehensive overview of his brokered sales, commission claims, invoices as well as the Distributor and downline developments, just as the Distributor has the opportunity to purchase a starter set without being obliged to do so.

§ 3 General requirements for the conclusion of a contract

(1) A contract may be concluded with corporations, partnerships or natural persons who have reached the age of 18 and are entrepreneurs in possession of a trade licence (e.g. trade licence) (if required). It is not possible for consumers to conclude a contract. Only one distribution partner application is accepted per natural person, partnership (e.g. GbR, OHG, KG) and corporation (e.g. AG, GmbH, Ltd.), just as a natural person is not entitled to register additionally as a partner of a partnership or corporation or otherwise several times indirectly.

(2) If a corporation submits an application for a distribution partner, a copy of the relevant extract from the commercial register concerning the registration and the VAT identification number and, if not available, the tax number must be submitted. All partners and if applicable also the partners of the partners, if a partner is also a corporation or a partnership, must be named, be at least 18 years old and sign the application. The shareholders are personally liable to VITANA-X for the conduct of the corporation.

(3) In the case of partnerships, a copy of the relevant excerpt from the commercial register on registration and the value added tax identification number, if available, shall be submitted. All shareholders and, if applicable, also the shareholders of the shareholders, if a shareholder is also a corporation or partnership, must be named, be at least 18 years old and sign the application. The shareholders are personally liable to VITANA-X for the conduct of the partnership.

(4) If a spouse or a partner of a registered civil partnership of a sales partner wishes to become a VITANA-X sales partner, the spouse or civil partner must act in the same sales line under the same sponsor as the other spouse or civil partner.

(5) To the extent that order forms or order forms are used, they shall be deemed an integral part of the contract.

(6) The Distributor may register online with VITANA-X for the commencement of its activities as a Distributor. Upon registration, the Distributor is obliged to complete the Distributor's application completely and properly and then to submit the application to VITANA-X in the specified manner. In addition, the Distributor accepts these General Terms and Conditions of the Contract Partner as having been acknowledged and accepts them as an integral part of the contract by ticking the appropriate box.

(7) VITANA-X reserves the right to reject distribution partner applications at its own discretion without any justification.

(8) In the event of a violation of the obligations regulated in paragraphs (1) to (4) and (6) sentence 1, VITANA-X is entitled without prior warning to terminate the Distributor Agreement without notice. In addition, VITANA-X expressly reserves the right to assert further claims for damages in this case of termination without notice.

§ 4 Status of the sales partner as entrepreneur

(1) The sales partner shall act as an independent and autonomous entrepreneur. The parties hereby agree that the Distributor is initially active as a sideline. He is neither employee nor commercial agent, franchisee or broker of VITANA-X. There are no sales targets, acceptance obligations or other duties to perform activities. With the exception of the contractual obligations, the sales partner is not subject to any instructions from VITANA-X and bears the full entrepreneurial risk of his business activities including the obligation to bear all his business costs. To the extent necessary, the Distributor shall set up and operate his business in the sense of a prudent businessman, including - to the extent necessary - the operation of his own offices or a workplace managed in the sense of a prudent businessman.

(2) As an independent entrepreneur, the sales partner is responsible for compliance with the relevant statutory provisions, including tax and social law requirements (e.g. obtaining a sales tax identification number or registering his employees with the social insurance system, as well as for obtaining a trade licence, if required). In this respect, the sales partner assures that all commission income earned in the course of his activities for VITANA-X will be duly taxed at his registered office. VITANA-X reserves the right to deduct from the agreed commission the respective amount for taxes and duties or to claim damages or reimbursement of expenses which it incurs due to a violation of the aforementioned requirements, unless the sales partner is not responsible for the damage or expenses. VITANA-X does not pay any social security contributions for the Distributor.

§ 5 Voluntary contractual instruction on revocation

You register with VITANA-X as an entrepreneur and not as a consumer, so that you have no legal right of withdrawal. Nevertheless, VITANA-X grants you the following voluntary 14-day contractual right of revocation.

Voluntary right of withdrawal
You can revoke your contractual statement within 14 days without giving reasons in writing (by letter or e-mail) to the address or e-mail address stated in § 1. The period begins with the transmission of the sales partner application. The timely dispatch (date of postmark/e-mail) of the revocation is sufficient to comply with the revocation period.

Consequences of revocation:
After your revocation, you may return to VITANA-X all unopened and resalable goods and other chargeable services purchased as a distribution partner against reimbursement of the full payments made for them. The return must be made at the expense and risk of the sales partner. After receipt of the returned goods and checking them for faultlessness, unopened condition and repurchasability, the purchase price will be refunded at 100%.

A sales partner can re-register with VITANA-X after the revocation of his old position by another sponsor. The prerequisite is that the revocation for the old position of the Distributor was at least 12 months ago and that the revoking Distributor did not carry out any activities for VITANA-X during this time.

§ 6 Activation fee / use of the back office and landing page / service fee

(1) With the registration, the sales partner acquires a paid right to use the back office made available to him and the landing page (including the associated app).

(2) The right to use the back office and the landing page made available to him is a non-exclusive, non-transferable right of use relating to the specific back office; the Distributor shall have no right to change, edit or otherwise redesign the back office, nor any right to grant sub-licenses.

(3) VITANA-X shall charge an annual non-provisioned service fee for the use as well as for the maintenance, administration, support and care of the back office and the landing page.



§ 7 Duties of the Distributor

(1) The sales partner is obliged to protect his personal passwords and login IDs against access by third parties and must notify VITANA-X immediately of any changes to his contractual data.

(2) The sales partner is prohibited from violating competition law, violating the rights of VITANA-X, its sales partners, affiliated companies or other third parties, harassing third parties or otherwise violating applicable law. In particular, the prohibition of unauthorized telephone advertising and the sending of unwanted and unauthorized advertising e-mails, advertising faxes or advertising SMS (spam) as well as social media spam or other unauthorized forms of message shall also apply.

(3) Special advertising guidelines

(a) At no point on any advertising material may the Distributor provide information about his income or the earning potential of VITANA-X. Rather, there is always an obligation to expressly point out to potential sales partners, within the framework of preparatory talks, that generating an income is only possible through very intensive and continuous work.

(b) Sales and marketing activities may not feign any commission which is to be understood as a "head bonus" or other commission in connection with the mere recruitment of a new sales partner or otherwise carry out activities which give the impression that the advertised sales system is an unlawful sales system, namely an illegal progressive snowball system or pyramid scheme or otherwise a fraudulent sales system. The impression must not be given that the purchase of goods is necessary for a sales partner to be able to act for VITANA-X.

(c) Sales and marketing activities shall not be directed at minors or persons with no business experience and shall under no circumstances exploit their age, illness or limited insight to induce consumers to conclude a contract. In the case of contacts with so-called socially disadvantaged or foreign-language population groups, the sales partners will take due account of their financial performance and their ability to understand and understand the language and, in particular, refrain from doing anything that could induce the members of such groups to place orders that do not correspond to their circumstances.

(d) No sales and marketing activities may be undertaken which are inappropriate, illegal or unsafe or which exert undue pressure on the selected consumers.

(e) Distributors will only refer to letters of recommendation, test results, references or other persons for business purposes to the consumer if they are officially authorized by both the reference provider and VITANA-X and if these are accurate and not outdated. Letters of recommendation, tests and personal references must also always be related to the intended purpose.

(f) The consumer shall not be induced to accept goods by frivolous and/or misleading promises or by promises of special advantages if these advantages are linked to future, uncertain successes. Distributors will refrain from doing anything that could cause the consumer to accept the offer made solely in order to do the supplier a personal favour, to end an unwanted conversation or to benefit from an advantage that is not the subject of the offer or to show appreciation for the provision of such an advantage.

(g) A Distributor may not claim that VITANA-X's compensation plan or goods are approved or endorsed by a governmental authority or are considered legally secure by a law firm.

(h) Due to strict regulations regarding advertising for dietary supplements and cosmetics, only advertising material offered on the VITANA-X website or in the back office or elsewhere should be used. Any client currently undergoing medical treatment should be advised to consult their physician before changing their diet. No statements regarding the safety of the products, their therapeutic effect or healing effect may be made within the scope of the activity and advertising, unless these have been officially approved by VITANA-X and/or can be found in the official advertising material of VITANA-X. In addition, Distributors must not suggest that VITANA-X products can be used to treat, prevent, diagnose or cure disease. Furthermore, VITANA-X prohibits any statement regarding the medical effects of VITANA-X products. For example, the Distributor may not claim that VITANA-X products are helpful in the treatment of diabetes, heart disease, cancer or other diseases. No scientific publications, literature or references may be used or published that have been written by doctors or scientists in relation to VITANA-X goods or their ingredients.


(4) The use, production and distribution of VITANA-X's own websites, sales documents, sales concepts, price lists, product samples, product brochures, video content, audio content, the creation of VITANA-X's own websites including professional social media business presentations or other independently created sales or advertising material, as well as the modification of the landing page made available to the Distributor, is only permitted with the prior express written consent of VITANA-X, which is at the discretion of VITANA-X. It is always prohibited to operate a website, an Internet portal, a social media presence or any other online application with several sales partners. In the event that the Distributor uses the goods of VITANA-X in other Internet media, such as social networks (e.g. Facebook or Instagram), online blogs or chat rooms (e.g. WhatsApp or Snapchat), he may only ever use the official VITANA-X advertising statements, I must identify easily recognizable with his full name (anonymous or under a pseudonym postings are prohibited) and I may not at any point give information about his income or the earning opportunities at VITANA-X or advertise for a job at VITANA-X as an employee or similar, just as he may only carry out the social media advertising in the context of his own private social media channels incidentally and additionally and may not create any professional social media business appearances. Sales of goods and registrations of new distribution partners may only be carried out via the "landing pages" provided by VITANA-X.

(5) The goods of VITANA-X may be revocably presented and sold by the sales partner within the scope of the applicable law in four- or more eye talks, at home parties, online home parties, online network events and/or in online conferences. In retail stores such as supermarkets, retail shops, drugstores, pharmacies, hairdressers' shops, beauty or cosmetic studios, physiotherapeutic practices or comparable practices, medical practices, gastronomy, a presentation and sale of VITANA-X goods is only permitted with the prior express written consent of VITANA-X, which is at the free discretion of VITANA-X. The goods of VITANA-X may not be offered on other sales places and internet trading platforms such as e.g. eBay, Amazon, in television sales shows, via telemarketing, teletext marketing or via comparable sales channels. 

(6) The Distributor is always prohibited from selling or otherwise distributing its own marketing and/or sales documents, training or lead generation tools or other services in connection with the VITANA-X business to other VITANA-X Distributors.

(7) The goods may also be presented by the Distributor at trade fairs and exhibitions by VITANA-X after written consent.

(8) In business transactions, the Distributor may not give the impression that he is acting on behalf or in the name of VITANA-X. Rather, he is obliged to present himself as an "independent VITANA-X sales partner". Internet homepages, letterheads, business cards, car lettering as well as advertisements, advertising material and the like must always bear the addition "independent VITANA-X sales partner" and may not contain the VITANA-X trademark and/or the trademarks, work titles, business designations and other VITANA-X trademarks without prior express written consent. Furthermore, the Distributor is prohibited from applying for and taking out loans in the name of VITANA-X for or in the interest of or in the name of the Company, from making expenditures, entering into obligations, opening bank accounts, concluding other contracts or otherwise making binding declarations of intent. The Distributor is neither granted a power of attorney to collect nor an authority to represent VITANA-X vis-à-vis third parties. The Distributor shall also not be liable for the fulfilment of the obligation arising from a brokered transaction.

(9) In business transactions, the Distributor shall not be entitled to name trademarks of competing companies as negative, derogatory or otherwise unlawful or to value other companies as negative or derogatory or to use negative, derogatory or otherwise unlawful valuations to entice away Distributors of other companies.

(10) All presentation, advertising, training and film materials, product labels, etc. shall be used for the promotion of the product. (including the photographs) of VITANA-X are protected by copyright. They may not be reproduced, distributed, made publicly accessible or edited, either in whole or in part, by the Distributor in respect of the contractually granted right of use without the prior express written consent of VITANA-X.

(11) The use of the VITANA-X trademark and/or the trademarks, work titles and business designations and other VITANA-X trademarks is also only permitted with express prior written consent. This also applies to the registration of Internet domains. VITANA-X may demand that Internet domains which use the name VITANA-X and/or the trademarks, work titles and business designations and other marks of VITANA-X and the use of which has not been approved in writing by VITANA-X be deleted and/or transferred to VITANA-X. VITANA-X may also demand that Internet domains which use the name VITANA-X and/or the trademarks, work titles and business designations and other marks of VITANA-X and the use of which has not been approved in writing by VITANA-X be deleted and/or transferred to VITANA-X. VITANA-X will assume the Provider's pure takeover costs but not other costs or a license or other compensation for the domain in the event of takeover. Furthermore, it is prohibited to register one's own trademarks, work titles or other industrial property rights that contain a trademark, product name, work title or business name of VITANA-X that may be registered or otherwise protected in another country/area. The aforementioned prohibition applies to both identical and similar signs or goods. It is also prohibited to use VITANA-X trademarks, brands, work titles or other industrial property rights for so-called search engine advertising (e.g. GoolgeAdWords), sponsored link advertising, Internet advertising space marketing or comparable online advertising actions. Finally, the decanting and/or repackaging of VITANA-X goods is also prohibited.

(12) A Distributor may re-register with VITANA-X after termination of his old position. The prerequisite is that the termination and the confirmation of the termination by VITANA-X for the old position of the Distributor is at least 12 months ago and that the terminating Distributor has not carried out any activities for VITANA-X during this time.

(13) The Distributor is not permitted to respond to press inquiries about VITANA-X, its goods, the VITANA-X compensation plan or other VITANA-X services. The Distributor is obliged to forward all press inquiries to VITANA-X immediately.

(14) The Distributor undertakes - as far as possible - to ensure that the customer data obtained through sales services are used exclusively within the scope of its activities for VITANA-X and, in particular, are not passed on to other third parties or used and/or used for third party services.

(15) The Distributor may only advertise and distribute services for VITANA-X in such countries or win new Distributors that have been officially opened by VITANA-X. It is not permitted to act as a VITANA-X subsidiary, importer or exporter or similar in any country or to establish corresponding business enterprises.

(16) Sales partners may not give gifts or other benefits to VITANA-X employees.

(17) VITANA-X enables the Distributor to purchase the goods for personal use or for the use of family members. Under no circumstances may the Distributor, himself or his family members, induce other Distributors to purchase larger quantities of products for their own use that unreasonably exceed personal use within a household. By placing a new order for goods, the Distributor warrants that at least 70% of the goods delivered by the previous order have been used for business purposes in the course of product presentations and tastings and that a maximum of 30% of the goods in stock from the last order are still available in the Distributor's warehouse. Irrespective of tax retention obligations, the Distributor must retain the relevant records for a period of at least four years in order to be able to prove compliance with the aforementioned 70% rule. Furthermore the selling partner may not acquire more goods, than he can consume with understandable appreciation within one month, even by himself or by third.

(18) The Distributor shall notify VITANA-X of the location, time and content of advertising events addressed to the general public in good time before publication of the invitation. VITANA-X may demand changes or also the waiver of the event if this is necessary in the interest of the company and the VITANA-X sales organization together with its members.

(19) The use of chargeable telephone numbers for marketing the activities or products of VITANA-X is not permitted.

(20) The Distributor is obligated to notify VITANA-X immediately and truthfully of any violations of the rules of the General Distributor Conditions and the VITANA-X Code of Conduct as well as of any other provisions of the Company.

§ 8 Non-competition / poaching

(1) The sales partner is permitted to sell goods and/or services for other companies, including marketing companies, party sales companies or other direct sales companies, even if these are competitors.

(2) Notwithstanding the permission formulated in paragraph 1, the Distributor is not permitted to distribute products and/or services of other companies as well as advertising materials and comparable contents for the operation of the VITANA-X business to other VITANA-X Distributors.

(3) If the sales partner simultaneously works for several companies, including network marketing companies, party sales companies or other direct sales companies, he undertakes to arrange the respective activity (together with his respective downline) in such a way that no connection or mixing with his activity occurs for the other company. In particular, the Distributor may not offer products other than VITANA-X at the same time at the same location or in the immediate vicinity or on the same Internet page, Facebook page, other social media platform or Internet platform.

(4) In addition, the Distributor is prohibited from enticing other VITANA-X Distributors to sell other products.

(5) The Distributor is also prohibited from violating other distribution partners or other distribution contracts which he has concluded with other companies and whose clauses still have effect by concluding a distribution partner contract.

§ 9 Confidentiality

The sales partner must maintain absolute secrecy about the business and trade secrets of VITANA-X and its structure. VITANA-X's business and company secrets as well as VITANA-X's property rights include in particular information on downline activities and placements as well as downline genealogy and the information contained therein, distribution partner, customer and contractual partner data as well as information on business relationships of VITANA-X and its affiliated companies and other providers and suppliers. This obligation continues even after the termination of the distribution partner agreement.

§ 10 Sales Partner Protection / No Territory Protection

(1) The active sales partner who gains a new sales partner for the first time for the sale of VITANA-X products shall be assigned the new sales partner in its structure in accordance with the remuneration plan and the placement specifications regulated therein (sales partner protection), whereby the date and time of receipt of the registration application from the new sales partner at VITANA-X shall apply for the allocation. It is not possible to change the "seed position" of a directly or indirectly sponsored Partner.

(2) VITANA-X is entitled to delete all personal data including the e-mail address of a sponsored Distributor from its system if advertising mailings, letters or e-mails with the notes "moved", "deceased", "not accepted", "unknown" or similar are returned and the newly recruited Distributor or the Sponsor does not correct the incorrect data of the newly recruited Distributor within a reasonable period of 14 days. If VITANA-X incurs costs due to undeliverable advertising mailings and parcels, it is entitled to reclaim the costs, unless the faulty delivery occurred through no fault of its own.

(3) Furthermore, cross-line sponsoring and any attempt to do so within the company is prohibited. Cross-line sponsoring means the acquisition of a natural person or corporation or a partnership that is already a VITANA-X sales partner in another sales division or has had a sales partner agreement within the last 12 months. In this respect, it is also prohibited to use the name of the spouse, relatives, trade names, corporations, partnerships, trust companies or other third parties in order to circumvent this provision.

(4) Bonus manipulations are prohibited. In particular, this includes sponsoring distribution partners who do not actually engage in the VITANA-X business (so-called "straw men"), as well as open or disguised multiple registrations, insofar as this is prohibited. In this respect, it is also prohibited to use the name of the spouse, relatives, trade names, corporations, partnerships, trust companies, or other third parties in order to circumvent this provision. It is also prohibited to induce third parties to sell or purchase goods in order to achieve a better position in the compensation plan, to manipulate the group bonus or otherwise bring about bonus manipulation.

(5) The Distributor is not entitled to territorial protection.

§ 11 Warning notice, contractual penalty, damages, release from liability

(1) In the event of an initial breach of the obligations of the Distributor regulated in § 7, VITANA-X shall issue a written warning, setting a deadline of 10 days to remedy the breach. The sales partner undertakes to reimburse the costs of the warning letter, in particular the lawyer's fees incurred for the warning letter.

(2) Reference is expressly made to § 16 paragraph (2) according to which VITANA-X is entitled to extraordinary termination without prior warning in the event of a breach of the duties set forth in §§ 8, 9 and 10 (3) and (4), 18 (3) and 19 as well as in the event of a particularly serious breach of the duties set forth in § 7, other applicable contractual or statutory law, but is also entitled, at its own discretion, to take the measures pursuant to § 11 (1) in the event of a first breach of duty. Notwithstanding the immediate right of extraordinary termination provided for in § 16 paragraph (2), VITANA-X shall have the right, in individual cases in the event of one of the aforementioned breaches of duty occurring, to issue a warning notice within the meaning of paragraph (1) at its own discretion prior to issuing the extraordinary termination even with a shortened remedy period.

(3) If the same or a similar infringement occurs again after expiry of the remedy period set by the warning, or if the originally warned infringement is not remedied, a contractual penalty at the discretion of VITANA-X and, in the event of a dispute, to be examined by the competent court, shall immediately become due. The assertion of the contractual penalty also incurs further attorney's fees, which the Distributor is obligated to reimburse.

(4) Irrespective of the forfeited contractual penalty, the Distributor shall also be liable for all damages incurred by VITANA-X due to a breach of duty by the Distributor, unless the Distributor is not responsible for the breach of duty.

(5) The Distributor indemnifies VITANA-X from liability at the first request of VITANA-X in the event of a claim by a third party due to a breach of one of the contractually stipulated obligations or any other breach of applicable law by the Distributor. In particular, the Distributor undertakes in this respect to assume all costs, in particular attorneys' fees, court costs and compensation costs, incurred by VITANA-X in this connection.

§ 12 Adjustment of Prices and Commissions

VITANA-X reserves the right, in particular with regard to changes in the market situation and/or license structure, to change the prices to be paid by the sales partner or the commission shares allocated to the services, the remuneration plan or usage fees at the beginning of a new accounting period. VITANA-X shall notify the Distributor of the change within a reasonable period prior to the change. Price increases of more than 5% or changes to the remuneration plan at the expense of the Distributor give the Distributor the right to object to the change. If the Distributor does not object to the amended terms and conditions within one month of notification, they shall become an integral part of the contract. Changes known at the time of conclusion of the distribution partner contract are not subject to notification and do not constitute a right of objection on the part of the distribution partner. In the event of an objection, VITANA-X is entitled to terminate the contract extraordinarily at the point in time at which the amended or supplementary terms and conditions are to come into force.

§ 13 Advertising material, benefits

All free advertising material and other benefits of VITANA-X can be revoked at any time with effect for the future.

§ 14 Remuneration, commissions and invoicing

(1) As remuneration for a successful mediation and his activity, the sales partner receives commissions as well as other remuneration resulting from the VITANA-X remuneration plan, including the respective qualification requirement, upon reaching the required qualifications. All commission claims result from the respective valid remuneration plan which the sales partner can call up in his back office and which can be viewed in the back office in each case. Payment of the remuneration covers all costs incurred by the Distributor in maintaining and carrying out its business, unless they have been contractually agreed separately.

(2) A successful brokerage within the meaning of (1) of this contract shall only exist if the contractual relationship between the customer and VITANA-X has been effectively established and the customer has not revoked his application for the conclusion of a contract, in particular in accordance with the provisions on distance selling or doorstep selling. Furthermore, a claim for remuneration only arises when the payment on the part of the customer has been credited to the account of VITANA-X and all other conditions for payment have been met.

(3) In particular, a claim for commission shall not arise if

a.) the customer makes use of his right of revocation,
b.) the contract is legally challenged by the customer,
c.) the customer order has come about illegally,
d.) VITANA-X rejects the acceptance of the contract,
e.) Incorrect incomplete customer orders are submitted.

In addition, in cases of fraudulent mediation, either by fraudulent or abusive measures of the customer, the distributor or its vicarious agents, no commission claim arises.

(4) VITANA-X reserves the right to pay commission to the Distributor prior to the first payment of commission to prove the identity of the Distributor or, in the case of corporations or partnerships, of the acting person(s) by uploading a copy of the identity card, passport or driving licence to the back office of VITANA-X. In the case of corporations or partnerships or registered merchants, VITANA-X additionally reserves the right to submit a copy of the current extract from the commercial register (not older than one month).

(5) The Distributor shall initially be managed by VITANA-X as a small trader. The Distributor shall immediately inform VITANA-X, providing its tax number and a confirmation from the tax office responsible for it, as soon as it opts to pay value-added tax (VAT) within the scope of its commercial activities or exceeds the limits for small entrepreneurs.

(6) Commissions of the Distributor shall be credited weekly and paid out at the end of the following month and, unless VITANA-X has expressly accepted a deviating account separately in writing, may only be paid out to accounts in the Distributor's name or in the name of a partnership or corporation which are in a contractual relationship with VITANA-X. Payments to third-party accounts or to a bank account cannot be made.

(7) The contracting parties agree that no claims exist or can be asserted for a higher commission than that on which this contract is based. The commission shall settle all claims of the CP, in particular all travel expenses, expenses, office expenses, telephone costs or other expenses for advertising materials, as well as all other costs incurred in connection with the performance of the contract. The payment of the remuneration pursuant to (1) also covers all services of the Distributor, in particular also for the production and maintenance of the existing Distributor base, the customer base as well as the resulting future market potential and exist in the sense of an advance payment for this, so that in the event of termination of the contract, by whichever party for whatever reason, no severance payments and/or claims for compensation for whatever legal reason are to be made by VITANA-X. Reference is expressly made to § 16 (5).

(8) VITANA-X shall be entitled to assert a right of retention within the scope of the statutory provisions. In addition, VITANA-X shall be entitled to assert a right of retention due to the payment of commission if not all contractually or legally required documents are available prior to the first payment. In the event that VITANA-X exercises the right of retention of commission payments, it shall be deemed agreed that the Distributor is not entitled to an interest claim for the period of the commission retention.

(9) VITANA-X is entitled to set off claims to which VITANA-X is entitled against the Distributor against the latter's commission claims in whole or in part. The Distributor is entitled to set-off if the counterclaims are undisputed or have been legally established.

(10) Assignments and pledges of the Distributor's claims under Distribution Partner contracts shall be excluded unless mandatory law precludes this. The encumbrance of the contract with rights of third parties is not permitted, as far as the mandatory law is not opposed.

(11) The Distributor shall immediately check the invoices issued and immediately notify VITANA-X of any objections. All commission claims result from the remuneration plan valid at the time, which the Distributor can call up in his back office and which can be viewed in the back office. Incorrect commissions, bonuses or other payments must be notified to VITANA-X in writing within 60 days of the incorrect payment. After this date, the commissions, bonuses or other payments shall be deemed approved.

(12) Commissions shall be paid monthly at the express request of the Distributor, taking into account VITANA-X payment modalities and payment methods. VITANA-X reserves the right to transfer commissions only for a total amount of € 100.00 or more. In the event that the minimum payout amount is not reached, the commission claims will be continued on the business account maintained with VITANA-X for the Distributor and paid out to the Distributor in the following month after reaching the minimum payout amount.

§ 15 Blocking the Distributor

(1) In the event that the Distributor does not provide the requested evidence within 30 days of becoming aware of the requirements for payment of remuneration or commission advances or other payment, VITANA-X shall be entitled to temporarily block the Distributor in the VITANA-X system until the time of providing the required documents. The period of a block does not entitle the Distributor to extraordinary termination and does not cause any claim for repayment of the already paid starter set, or any other claim for damages, unless the Distributor is not responsible for the block.

(2) VITANA-X shall be entitled to reimbursement of the costs required for this reminder for each case of reminder of unprovided documents pp. within the meaning of (1) after the block has been imposed.

(3) Remuneration or commission advances or other payments which cannot be paid out due to the aforementioned reasons shall be booked by VITANA-X as a non-interest-bearing provision and shall expire at the latest within the statutory limitation periods.

(4) Irrespective of the reasons for blocking mentioned in paragraph (1), VITANA-X reserves the right to block the provision for an important reason. In particular, VITANA-X reserves the right to block the Distributor's access to the back office and other systems of VITANA-X without notice if the Distributor violates the obligations set forth in §§ 7 - 9 and § 10 paragraphs 3 and 4 or any other applicable law. The suspension shall remain in effect until the breach of duty has been remedied upon a corresponding warning by VITANA-X. In the event of a serious breach of duty leading to the extraordinary termination of the contractual relationship, the suspension shall remain in effect permanently.

§ 16 Term of contract, termination of contract

(1) The distribution partner contract is agreed for 12 months in each case. The contract shall be extended by a further 12 months in each case if no notice of termination is given and the Partner pays its annual service fee within the meaning of § 6 (2) before the end of the contract, whereby the fee is debited from the credit account of the Distributor 30 days for the end of the contract subject to corresponding coverage, with which the Distributor expressly agrees. If the Distributor does not pay the aforementioned fee within 30 days of the end of the respective contract term and/or if it is not possible to debit the credit account, the contract will be terminated automatically. The contract can otherwise be terminated by the sales partner at any time within one month of the end of the month by observing the written form.

(2) Regardless of the reason for termination in (1), both parties have the right to terminate the Distributor Agreement extraordinarily for an important reason. A further important reason for termination by VITANA-X is a breach of one of the obligations set forth in § 7 by which a Distributor fails to comply with its obligation to remedy within the meaning of § 11 paragraph (1) in a timely manner or the same or a comparable breach occurs again at a later point in time after the breach of obligation has been remedied. In the event of a breach of the obligations set forth in §§ 8, 9 and 10 (3) and (4), 18 (2) or 19 as well as in the event of a particularly serious breach of the contractual or statutory law applicable in § 7 or other, VITANA-X shall be entitled to extraordinary termination without prior warning. Furthermore, each party is entitled to extraordinary grounds for termination if insolvency proceedings have been instituted against the other party, or if such proceedings have been refused due to lack of assets, or if the other party is otherwise insolvent, or if it has given an affidavit of insolvency within the scope of execution. The right to extraordinary termination exists without prejudice to further claims.

(3) Furthermore, VITANA-X has the right to terminate the Distributor's contract extraordinarily if the Distributor has not performed the necessary actions within the meaning of § 14 (4) no later than 6 months after registration. However, VITANA-X shall announce the imminent deletion to the Distributor by e-mail (to the e-mail address stored in the system) or in the Distributor's back office 15 days prior to deletion of the account, so that the Distributor has the opportunity to perform the necessary actions within this period of 15 days.

(4) After the termination of a contract by ordinary termination, a new conclusion of the contract is possible after a period of at least 12 months. In the event of termination of the contract by transfer of the structure in accordance with § 18 (3), registration under the previous structure/organisation is no longer possible.

(5) Upon termination of the contract, the Distributor shall no longer be entitled to commission. This does not apply to contracts that have already been successfully brokered at this point in time. The right to these commissions remains unaffected. Furthermore, the Distributor shall not be entitled to any commercial agent compensation claim upon termination of the contract, as the Distributor is not a commercial agent within the meaning of the German Commercial Code pursuant to § 4 (1).

(6) Notices of termination shall only be accepted in written form, whereby notice of termination may also be given by e-mail.

(7) If a sales partner simultaneously claims other services from VITANA-X independent of the sales partner contract, these services shall remain unaffected by the termination of the sales partner contract unless the sales partner expressly demands their termination with the termination. If the Distributor continues to acquire services from VITANA-X after termination of the contract, he shall be treated as a normal customer.

(8) If the distribution partner terminates the distribution partner's contract within the first three months after registration, he may within one month after receipt of the termination directly at VITANA-X within the framework of the distribution partnership directly purchased goods, which are unused, free of defects and resaleable, be resold and given back to VITANA-X under consideration of the following regulation and the distribution partner receives 50% of the net costs back, whereby the return is at the expense and risk of the distribution partner. In the event that the Distributor acts as a sales partner for more than three months, the goods may no longer be returned. For goods, the right of repurchase only applies if, in addition to the previous requirements for the reverse transaction - if any - the best-before date at the time of return is still at least 12 months and the goods are unopened. From the purchase price to be refunded - if any - the return shipping costs as well as the costs incurred in connection with the return will be deducted. In addition, if the Distributor has received a commission on the returned purchase and this commission is to be refunded, the commission will be deducted from the refunded purchase price. The refund will be made - as far as possible - in the same method of payment as the previous payment made by the Distributor.

(9) In the event of premature termination of a contract with a minimum term, there is no entitlement to reimbursement of the costs for the activation or service fee, unless the Distributor has terminated the contract for an important reason effective extraordinary.

§ 17 Data Protection Obligations of the Distributor

It is forbidden for the sales partner to pass on, store or use the personal or customer-specific data of the end customers which become known to him beyond the contractual rights and/or specifications to third parties.

§ 18 Transfer of Business Operations / Transfer of Sponsored Structure to Third Parties / Death of Distribution Partner

(1) VITANA-X may transfer its business operations in whole or in part or individual assets to third parties at any time, provided that the purchaser complies with the applicable law.

(2) If a new corporation or partnership registered as a distribution partner wishes to take up a new shareholder, this shall be possible up to a transfer of 20% of the shares in the company, provided that the previous shareholder(s) who applied for the contractual partnership also remain shareholders. If a shareholder wishes to withdraw from the corporation or partnership registered as a distribution partner or if the shares of one or more shareholders in the amount of more than 20% are to be transferred to third parties, such action shall only be permissible upon written application, if applicable upon presentation of the relevant notarial deed and in accordance with the provisions of this Agreement, only after prior written consent, which shall be at the discretion of VITANA-X. VITANA-X charges an administration fee of € 25.00 for the processing of the aforementioned application. If this requirement is not met, VITANA-X reserves the right to extraordinarily terminate the contract of the corporation or partnership registered as a distribution partner.

(3) The sales partner is only entitled to transfer its sales structure after the conclusion of the supplementary agreement for executives and in accordance with the provisions of § 8 therein.

(4) The distribution partner contract ends at the latest with the death of the distribution partner. The distribution partner contract can be inherited under observance of the legal requirements. A new distribution partner contract must be concluded with the heir(s) within 6 months of the occurrence of death, by which he/she enters into the rights and obligations of the testator. If the heir or one of the heirs is already registered as a natural person with VITANA-X as a sales partner, the heir must give up his previous position in the sales structure of VITANA-X or, if the conditions of § 18 (3) are met, he must transfer one of the two future sales structures to a third party in accordance with § 18 (3), as only one position in the marketing plan may be assigned per natural person. The death must be documented by a death certificate. If there is a will on the inheritance of the distribution partner agreement, a notarized copy of the will must be submitted. After the unused expiration of the six-month period, all rights and obligations arising from the contract shall pass to VITANA-X. As an exception, the six-month period will be extended by an appropriate length if it is disproportionately short for the heir(s) in the individual case.

(5) In the event that a distribution partner wishes in the future to exercise its activities under a different name, through a corporation, partnership, as a married couple, as a registered civil partnership or from another formation under a different name, this is only possible upon application, whereby VITANA-X is entitled at its own discretion to reject the application.

§ 19 Separation / Dissolution

In the event that a distribution partner registered as a married couple/registered partnership, corporation or partnership terminates his company internally, it shall apply that even after the separation, dissolution or other termination of one of the aforementioned companies only one distribution partner position remains. The divorcing spouses/members/partners must reach an internal agreement as to which spouse/member/shareholder is to continue the contractual partnership and notify VITANA-X of this by means of a written notification signed by both parties and certified by a notary or by submitting a corresponding court order. In the event of an internal dispute about the consequences of separation, divorce, dissolution, or other termination with regard to the contractual partnership at VITANA-X, VITANA-X reserves the right of extraordinary termination if such dispute leads to a neglect of the obligations of the Distributor, to a violation of these General Terms and Conditions, to a violation of applicable law, or to an unreasonable burden on the downline or upline.

§ 20 Consent to Use of Photographic and Audiovisual Material, Use of Recordings of Materials and Presentations

(1) The Distributor grants VITANA-X the right, free of charge, to record or carry out photographic and/or audiovisual material with his portrait, voice recordings or statements and quotations from him within the scope of his function as Distributor. In this respect, the Distributor expressly consents to the publication, use, reproduction and alteration of his quotations, recordings or recordings by transmitting the Distributor's application and taking note of these General Terms and Conditions.

(2) The Distributor is not permitted to make audio, video or other recordings of events sponsored by VITANA-X, as well as of telephone conferences, speeches or meetings, for the purpose of selling or for personal or business use. Furthermore, a sales partner may not record, produce or compile audio or video presentations or recordings of VITANA-X events, speeches, telephone conferences or meetings without the prior written consent of VITANA-X.

§ Section 21 Data protection provisions

The data protection provisions of VITANA-X apply, which the sales partner can call up here and which he also acknowledges and confirms as an integral part of the contract by sending his sales partner application.

§ 22 Exclusion of liability

(1) VITANA-X shall only be liable for damages other than those resulting from injury to life, body or health if these are based on intentional or grossly negligent action or on culpable breach of a material contractual obligation (e.g. payment of commission) by VITANA-X, its employees or vicarious agents. This also applies to damages resulting from the violation of obligations during contract negotiations as well as from the performance of unlawful acts. Any further liability for damages is excluded.

(2) The liability is limited, except in the case of injury to life, limb and health or intentional or grossly negligent conduct of VITANA-X, its employees or vicarious agents, to the damages typically foreseeable at the time of conclusion of the contract and otherwise to the amount of the contract-typical average damages. This shall also apply to indirect damages, in particular lost profits.

(3) VITANA-X is not liable for damages of any kind whatsoever caused by loss of data on the servers, except in the case of gross negligence or wilful misconduct on the part of VITANA-X, its employees or vicarious agents.

(4) Content of the Distributor secured by VITANA-X is third-party information for VITANA-X within the meaning of telemedia law and/or other applicable law.

§ Section 23 Inclusion of the remuneration plan

(1) The VITANA-X remuneration plan and the specifications contained therein are also expressly part of the distribution partner contract. The Distributor must always comply with these requirements in accordance with the respective valid version.

(2) By sending the application for the conclusion of the distribution partnership to VITANA-X, the Distributor also affirms that he has taken note of the VITANA-X remuneration plan and accepts it as part of the contract.

(3) VITANA-X is entitled to amend the VITANA-X Compensation Plan at any time. VITANA-X will announce changes to the remuneration plan within a reasonable period of time. The Distributor has the right to object to the modification of the compensation plan. In the event of an objection, the Distributor shall be entitled to terminate the contract at the time the amendment takes effect. If the Distributor does not terminate the contract within four weeks of the amendment coming into effect, the Distributor expressly accepts the amendment.

§ 24 Statute of Limitations

(1) All claims arising from this contractual relationship shall become statute-barred for both parties within 6 months, insofar as this is legally permissible. The limitation period begins with the due date of the claim or at the time of the occurrence of the claim or the recognizability of the claim. Statutory regulations which provide for a longer limitation period shall remain unaffected.

§ 25 Applicable law / place of jurisdiction

(1) The law of the registered office of VITANA-X shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Mandatory provisions of the country in which the Distributor has his habitual residence shall remain unaffected.

(2) If the Distributor is a merchant, a corporation under public law or a special fund under public law or does not have a general place of jurisdiction in Germany or moves its domicile abroad after conclusion of the contract or its domicile is unknown at the time of filing the action, the place of jurisdiction and the place of performance shall be the registered office of VITANA-X.

§ 26 Final provisions

(1) VITANA-X is entitled to amend the General Terms and Conditions of the Contract Partner at any time. VITANA-X will announce changes within a reasonable period of time. The Distributor shall have the right to object to the amendment. In the event of an objection, the Distributor shall be entitled to terminate the contract at the time the change takes effect. If the Distributor does not terminate the contract within four weeks of the amendment coming into force, the Distributor expressly accepts the amendment.

(2) Otherwise, amendments or supplements to these General Terms and Conditions of Contract must be made in writing. This shall also apply to the waiver of the written form requirement.

(3) If these General Terms and Conditions are translated into another language and there are inconsistencies in any provision between the German and the translated version of the General Terms and Conditions, the German version shall always take precedence.

(4) If a clause of these General Terms and Conditions is invalid or incomplete, the entire contract shall not be invalid. Rather, the ineffective clause shall be replaced by one that is effective and comes closest to the economic meaning of the ineffective clause. The same shall apply when closing a gap requiring regulation.

Status of the General Terms and Conditions of Contract: 13.03.2020