Sales Partner Agreement (as of August 1, 2023)  

concluded between  

MyImpulse, Kalter-Markt 18, 73529 Schwäbisch Gmünd in Germany hereinafter referred to as “MyImpulse” and  

MyImpulse sales partners hereinafter referred to as “sales partners”  

 

Foreword  

MyImpulse operates the online platform MyImpulse (www.myimpulse.de), through which users can purchase products directly from MyImpulse. The platform also allows users to recommend products. If a product has been recommended to a user, they can contact the relevant product provider and purchase the product. The products always come directly from the product supplier. If the product recommendation is successful, the user receives a commission in accordance with the respective career plan.  

The users of the platform are divided into customers and sales partners. The rights and obligations of a sales partner are defined as follows:  

1. SUBJECT OF THE CONTRACT

1.1. The sales partner is not obliged to make product recommendations and there is no guarantee of success for these recommendations. The sales partner has no territorial protection.  

1.2. As soon as the sales partner has achieved entrepreneur status in accordance with the individual local requirements (different regulations may apply depending on the country), he must settle accounts as an entrepreneur. To do this, the sales partner can, for example, present a trade license or, in the case of legal entities, an extract from the commercial register in accordance with German or European law or corresponding documents. In addition, the sales partner is obliged to inform MyImpulse of his VAT identification number ("UID number") or to certify that he is exempt from VAT. Alternatively, he can provide another identification number that identifies the company, his entrepreneur status or the trade license obtained. If the sales partner does not provide the required proof, commission payments can be suspended and further recommendations can be restricted until proof of his entrepreneur status is provided or commissions can be paid out net.  

1.3. The sales partner acts as an independent entrepreneur and undertakes to comply with all legal obligations in connection with his activities. This also includes independently reporting and paying all taxes and duties incurred through the exercise of his activities (e.g. social security contributions, sales tax, etc.) to the relevant authority.  

The Distributor is solely responsible for reporting and paying such taxes and releases MyImpulse from any claims related to such matters.  

1.4. The sales partner is self-employed and is not subject to an employment relationship with MyImpulse. Therefore, he has no entitlement to social benefits from MyImpulse. The sales partner is free to determine the place, time, start, end, type and frequency of his business activity. He bears the entrepreneurial risk (e.g. if a customer withdraws from the contract) and has no entitlement to compensation from MyImpulse in the event of vacation, illness or other incapacity to work.  

2. RIGHTS AND OBLIGATIONS OF A DISTRIBUTOR

2.1. The MyImpulse sales partner undertakes to always protect the interests of MyImpulse to the best of his knowledge and belief and to ensure that the reputation of MyImpulse is not damaged in any way. He will exercise the care of a prudent businessman.  

2.2. The sales partner has the opportunity to recommend products approved by MyImpulse to potential customers. In doing so, he will act on the basis of the documents and information approved by MyImpulse (training videos, brochures, product training, etc.) and provide complete, truthful and professional information about the respective products. If the contract is successfully concluded, the sales partner is entitled to commissions in accordance with the respective career plan.  

2.3. In addition, the sales partner can recommend other customers and downline sales partners for MyImpulse. If his recommendations lead to a contract being signed, he will receive additional commissions in accordance with the respective career plan.  

2.4. The sales partner is aware that he is not authorized to conclude contracts in the name or on behalf of MyImpulse. He is not granted any authority to represent MyImpulse in this regard.  

2.5 No sales partner or reseller is permitted to sell/advertise or list MyImpulse products on eCommerce platforms such as Amazon, eBay, classifieds, Shpock, their own online shops or similar. This requires express permission from MyImpulse.

2.6 Sales partners and resellers must adhere to the sales prices of the MyImpulse online shop. It is not permitted to charge lower or higher prices than the product prices listed in the MyImpulse online shop. This is to ensure fairness for all sales partners and resellers.

3. COMMISSIONS

3.1. The amount and type of commission for the sales partner are set out in the career plan. The sales partner is not entitled to any further remuneration in addition to the commissions set out in the career plan. The career plan is an integral part of this contract. The sales partner expressly confirms that he has read and understood the sales partner contract and the career plan.  

Referral fees/commissions may also be paid out in the form of products or vouchers. This is at the discretion of the company.  

Payouts are only made if there are no violations of the Code of Conduct for Sales Partners (VfVP) or the General Terms and Conditions (GTC). The company reserves the right to temporarily or completely block payouts if violations of the Code of Conduct for Sales Partners (VfVP) or the GTC are discovered. In the event of serious violations, additional claims for damages may be made.  

This provision takes precedence over all other provisions in this Agreement.  

3.2. The commission consists of percentages resulting from the successful recommendation of products by subordinate sales partners (see point 2.3.) (indirect claim).  

3.3. To be eligible for commission, the sales partner needs an active subscription.

3.4. For special occasions such as trade fairs, special promotions and sales events, MyImpulse can agree special and different commissions.  

3.5 Commissions are paid on the 15th of the following month. The actual payment may be delayed due to weekends and holidays.

3.6 Commissions will be paid out as soon as the minimum payout amount of €20 is exceeded.

4. CREATION OF COMMISSION CLAIMS, BILLING AND PAYMENT

4.1. The right to payment of commissions pursuant to point 3 only arises if the following conditions are cumulatively met: (i) expiry of the statutory cancellation period of fourteen (14) days (the right to commission expires if a customer withdraws from a contract). Irrespective of this, the conditions under point 1.2 must be met.  

Payments will only be made if there are no violations of the Code of Conduct or the Terms and Conditions.  

4.2. With regard to the settlement of commission claims, the sales partner agrees to settlement using the credit method provided that MyImpulse has received a valid VAT number from the sales partner. If no VAT number has been provided by the sales partner, the sales partner is obliged to invoice MyImpulse for the commission by issuing a correct and complete invoice in compliance with the sales tax regulations. (MyImpulse will provide a sample invoice upon request.)  

4.3. Complaints regarding billing must be sent by email to network@myimpulse.de within fourteen (14) days, otherwise the billing will be deemed correct. When the sales partner requests payment of the commission, the commission billing is deemed to have been accepted by the sales partner and can no longer be disputed.  

4.4. Accumulated commissions that have not been requested for payment by the Distributor within the period between January 1 and December 31 of each calendar year will automatically expire.  

4.5. If the data provided by the sales partner (first name, last name, date of birth, place of residence, business license, VAT identification number, etc.) is incorrect, MyImpulse reserves the right to refuse to pay out commissions or to declare them forfeited due to money laundering or terrorist financing. As long as no VAT ID is available, MyImpulse will pay the VAT directly to the relevant tax office.  

4.6 Commissions paid out are income from commercial operations. Each sales partner is responsible for his or her own tax affairs. Reporting income from commission payments and paying sales tax on commission payments to the relevant tax office is the responsibility of the sales partner.

 

5. VAT

The acquired commission claims are subject to sales tax. The calculation and reporting of sales tax amounts on commission statements and other sales from the sales partner contract are based on the applicable statutory sales tax regulations in the respective billing case. If the sales partner provides a valid sales tax identification number (UID number), processing is carried out according to the reverse charge procedure. 

If the sales partner does not provide a valid VAT number, he is obliged to issue an invoice showing the net amount and the corresponding VAT amount (see section 4.2). Without submitting a correct invoice to MyImpulse, the commission cannot be paid out. 

6. ADVERTISING 

6.1 As a sales partner, you are permitted to carry out advertising activities. However, any advertising and marketing communication (e.g. offers, publications, direct mailings, internet postings on social media, etc.) relating to MyImpulse may only be based on advertising information and promotional materials (texts, articles, videos, technical texts, social media postings, etc.) created or approved by MyImpulse. Any special promotions such as events, etc. must be agreed with MyImpulse in advance and approved in writing. 

6.2. The sales partner declares that he will comply with all legal provisions, in particular the law against unfair competition, as well as existing protection and due diligence obligations. He will indemnify and hold MyImpulse harmless from all resulting damages that could arise from advertising, external communication and/or customer acquisition that is unlawful or contrary to the contract. This also includes the prohibition of health-related statements for food supplements/foods that do not comply with or are not in line with the Health Claims Regulation (EC) No. 1924/2006. 

6.3. The recommendation of products requires particular care from the sales partner, which is explained in detail in MyImpulse training courses. Violations of the required care can have a negative impact on the reputation of MyImpulse and cause significant damage to other sales partners. The behavior of vicarious agents who do not act as sales partners but perform monitoring or auxiliary tasks can also have negative effects. In this context, the sales partner is responsible for a selection fault, which can lead to termination of the contract in accordance with Section 7.2 in the event of a significant violation of protective and care obligations. 

6.4. In the event of a proven violation, the sales partner is liable to MyImpulse for a flat-rate contractual penalty of 6,000 euros. Such violations include, among others: 

1. Use of names or trademarks (logos, etc.) of all brands of MyImpulse or product partners in documents or websites without the prior written consent of MyImpulse. 

6.5. The sales partner is aware that the contractual penalty applies regardless of the actual amount of damage. MyImpulse reserves the express right to assert additional claims for damages. 

7. TERMINATION OF CONTRACT

7.1. This contract is concluded for an indefinite period and comes into effect upon electronic execution. MyImpulse waives the right to ordinary termination and reserves the right to terminate the contract with immediate effect if the sales partner: 

1. violates one or more provisions of this Agreement; 
2. violates rules of conduct or his obligation of confidentiality; 
3. in external communication (e.g. social media) – despite written warnings – deviates from MyImpulse’s marketing and advertising strategy and in particular uses unauthorized advertising materials (in whatever form); 
4. makes negative comments about MyImpulse, its managers, employees or sales partners; 
5. makes unauthorized audio or video recordings of internal meetings, webinars, information events, etc.; 
6. insolvency proceedings have been opened against the assets of the sales partner or an application for the opening of insolvency proceedings has been rejected due to insufficient assets to cover costs. 
7. uses pseudonyms (fake names) and/or uses/opens an account under a false identity.
8. Establishes your own downline systems with family members who are not actively involved in network marketing or who were not invented.
9. Listing/advertising MyImpulse products on Amazon, Ebay, etc. and your own online shops or online presence.
10. The downline of other partners is contacted for poaching purposes.
11. Products from other network marketing companies are actively promoted to MyImpulse partners.

7.2. The immediate termination of this contract must be declared in writing or by email. In case of imminent danger, the termination of this contract can also be declared verbally. 

7.3. In the event of termination without notice for the reasons stated in section 7.2, the sales partner loses his entitlement to commissions of any kind from that point onwards, with the exception of commissions for successful product recommendations that were made before the termination of the sales partner contract but have not yet been settled. 

7.4 In the event of termination by the sales partner and/or by MyImpulse, the sales partner will be blocked for 12 months and will not be able to register or enroll as a sales partner again.

8. FINAL PROVISIONS

8.1. MyImpulse reserves the right to unilaterally change the sales partner contract and the career plan with a notice period of fourteen (14) days to the end of the month. The current version of the career plan can be accessed via the sales partner account. If the sales partner does not object in writing within fourteen (14) days of the announcement and provision of the new career plan and amended sales partner contract, the changes are deemed to have been accepted. 

8.2. MyImpulse reserves the right to commission a third party to manage, process and implement the sales order picking system and will inform the sales partner of this in such a case. 

8.3. The parties declare that this contract replaces all previous existing agreements. The parties further confirm that there are no oral agreements in addition to this contract. Changes and additions to this contract must be made in writing, unless a stricter form is required by law. 

8.4. This agreement is governed by German law. The parties undertake to settle any disputes arising from or in connection with this agreement amicably. If disputes cannot be resolved amicably, the competent court in corporate matters in Germany shall have jurisdiction.  

8.5. Should individual parts of this contract be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid or unenforceable parts shall be replaced by a provision that comes closest to the meaning and purpose of the replaced provisions.

9. Inheritance

The sales partner account can be inherited and also sold (to third parties) in accordance with the applicable legal provisions in Germany.

CODE OF CONDUCT

Code of conduct for respectful interaction with sales partners, customers and fellow human beings

Treating each other with respect is essential if we are to be successful in the business world. This Code of Conduct is intended to guide how we treat our distributors, customers and everyone else we encounter in the course of our professional activities, ensuring that our interactions are characterized by courtesy, respect and understanding.

1. Courtesy and Respect: We are committed to always being courteous and respectful to our distributors, customers and fellow human beings. This includes avoiding offensive or derogatory language and behavior.
2. Listening: We listen carefully when others speak and respect their opinions and concerns. We do not interrupt anyone and give everyone the opportunity to express themselves.
3. Openness and honesty: We act transparently and honestly in our business relationships. We share relevant information and answer questions truthfully.
4. Confidentiality: We respect the confidentiality of information and data entrusted to us. We do not disclose confidential information without the express consent of the parties concerned.
5. Fairness and equal treatment: We treat all people fairly and equally, regardless of their origin, gender, religion, sexual orientation, or other characteristics. Discrimination of any kind is unacceptable.
6. Conflict resolution: Conflicts are inevitable in business relationships. We are committed to addressing conflicts in a respectful and constructive manner and seeking solutions that are acceptable to all parties involved.
7. Professionalism: We always behave professionally, both in our communication and in our appearance. We respect the privacy and personal boundaries of others.
8. Sustainability and social responsibility: We contribute to acting in a socially and ecologically responsible manner. We respect the environment and support social initiatives that promote the common good.
9. Self-reflection and further development: We are prepared to reflect on our own behavior and to continuously develop ourselves. We accept constructive criticism and actively deal with our own prejudices and behaviors.
10. Be a role model: We are aware that our behavior serves as a role model. We strive to be a positive example for others and to promote respectful behavior in our professional and personal environment.

This Code of Conduct serves as a guide to ensure that our interactions are characterized by respect, empathy and fairness. By adhering to these principles, we not only contribute to the development of successful business relationships, but also to the creation of a positive and respectful company culture that is valued by all.