General conditions of the Sales Consultant Agreement with Siberian Health GmbH
§1 Definitions and terms
||Following the present rules, Siberian Health GmbH is the seller of the products registered under the Siberian Health trademark, offering mostly food products, dietary supplements, food supplements and cosmetic products.
||End consumer of products registered under the Siberian Health trademark.
||Legal entity or natural person with full legal capacity, who is concurrently authorized to resell products registered under Siberian Health's trademark to the end consumer as an independent sales representative.
||A Consultant who has attracted new Consultants for the purpose of cooperation with Siberian Health, and who teaches new Consultants or otherwise supports them, as an existing Siberian Health Consultant at different stages and levels of Siberian Health distribution system.
||Siberian Health Consultant gets commissions and bonuses from Siberian Health. The commission is calculated according to the Compensation plan of Siberian Health.
||Siberian Health Consultants purchase products registered under Siberian Health trademark and resell them to end consumers.
||Consultant gives explanations about products registered under the Siberian Health trademark to end consumers, carefully answers their questions and provides correct information about the products.
||Consulting is included in Siberian Health Consultant's duties in order to attain the highest level of awareness about Siberian Health products between the end consumer and Consultant, as well as between the regular customer and Consultant.
||To provide Consultants with the opportunity to properly give all the information about properties of Siberian Health products to end consumer, the Company provides training and skill development programs, as well as exchanging experience among Consultants.
|General rules of deals closing
||General rules of deals closing in Siberian Health.
Code of Conduct for independent Consultants*:
Being an independent Consultant of Siberian Health, I guarantee that:
- within the cooperation period with the Company and being an independent Siberian Health's Consultant, I will respect the Clients, will be polite, honest and tactful towards them. Besides, I will contribute to making a good reputation of Siberian Health.
- I will fully take my responsibility as Mentor of the Consultants in my organization by training and supporting them, as well as providing them any other assistance.
- I will accept mutual relationships between Consultants and his/her Mentor in sales structure of Siberian Health, and I will not interfere with them and will not try to change them.
- I will not say any disrespectful statements towards other Siberian Health Consultants.
- I will not give any information about the Siberian Health products not given in any official publications of Siberian Health.
- I will not make false or misleading representations about the Siberian Health's products relating to health.
- Under any circumstances, I will not persuade anyone to cooperate with Siberian Health (as well as Company's Consultants) and buy Siberian Health products.
- I will not provide false or misleading information about my income, which can be received according to the Compensation Plan of Siberian Health.
- I will not use any deceptive, illegal, misleading or unethical practices.
- I will not discredit other companies with the aim to entice their distributors to become Siberian Health Consultants.
- I will always strive to maintain good relationships with the Company's Clients, to carefully deal with possible complaints of the Clients, as well as to do my best to solve the arising disputes and conflicts.
§2 Subject of the Agreement
- The subject of Agreement is sales of Siberian Health products registered under the Siberian Health trademark, operating mainly in the sphere of dietary supplements and food supplements, cosmetics (hereinafter referred to as "Agreement Products") as direct sales through Consultants and the activities intended for the attraction of new Clients and Consultants for cooperation.
- Siberian Health Consultants purchase the products offered by Siberian Health in order to resell these products to the end consumers. They assist in conclusion of the Agreements between end consumers and Siberian Health.
- Siberian Health Consultant is neither an employee, nor a representative of Siberian Health. Siberian Health Consultant do not follow any of Siberian Health's instructions and consider his/her activity as an independent sales representative on a part-time basis, according to paragraph 92b of the Federative Republic of Germany's Commercial Code.
- Siberian Health Consultant is obliged to get permission for his/her entrepreneurship not later as of the effective date of the Agreement conducted with Siberian Health. 2. The copy of permission for entrepreneurship shall be attached to the Siberian Health Consultant's Registration Application, or provided upon request. The permission for the entrepreneurship shall remain in force until the expiration of the Agreement.
- Siberian Health reserves its rights to make amendments both in prices and in the assortment of the products offered by the Company. In case, there are amendments to the prices of products, the Consultant is immediately informed about them.
§3 Agreement Conclusion/Consultant's Status
- Legal entity or natural person with full legal capacity, who has not entered into Sales Consultant Agreement before can become a Siberian Health Consultant. Sales Consultant Agreement is concluded for an indefinite period. The conclusion of the Sales Consultant Agreement is performed upon submitting the fully completed and signed Consultant's Registration Application by the applicant to Siberian Health and after accepting this application by Siberian Health.
- Sales Consultant Agreement is deemed to be effective if Siberian Health does not reject the submitted Consultant's Registration Application within three working days. Consultant's Registration Application does not need to be signed by Siberian Health. The Consultant's Registration Application submitted to Siberian Health before the last working day of the month is adopted - once it was approved - within the current month. Consultant's Registration Application, submitted to Siberian Health after the last working day of the month is adopted - once it was approved - within next month.
- Siberian Health reserves the right to reject the acceptance of the submitted Consultant's Registration Application with no reason given.
- Sales Consultant Agreement is not deemed to be effective if there are cross-outs in the Registration Application or in the Appendices thereto, or unless all mandatory fields of the Agreement are signed by the candidate. The reciprocal General rules of deals closing from the applicant are categorically rejected.
- Upon signing the Consultant's Registration Application, the applicant confirms the correctness of the provided personal data. If an applicant provides incorrect data or suppresses the circumstances that prevent the conclusion of this Agreement, in particular, relating to the provisions of these General rules of deals closing, Siberian Health reserves the right to unilaterally and permanently terminate the Consulting Agreement.
- Consultant operates as a free and independent entrepreneur. He/She has the right and is obliged to represent himself/herself as a "Siberian Health Consultant" throughout the validity period of this Agreement.
- Consultant status is maintained only if Consultant fulfills Personal Volume of 100 points at least once in 4 consecutive months.
If Consultant fails to make Personal Volume of 100 points within 4 consecutive months his/her status is transferred to the Privileged Client status and falls within the scope of the Privileged Clients terms and conditions. * To preserve the Consultant status Personal Volume (PV) includes both personal purchases made with Consultant ID card and Privileged Clients' purchases. But if Consultant doesn't mane any purchases using his/her Consultant ID card within 6 months his/her registration is automatically annulled.
§4 Obligations of Siberian Health
- The territory of market responsibility of the Siberian Health Consultant covers the entire territory of the Federal Republic of Germany (hereinafter referred to as the "Agreement Area").
- Consultant is provided with the non-exclusive right to distribute the products that are offered by Siberian Health on the Agreement Area. Siberian Health reserves the right to promote the Agreement Product within the Agreement Area or to offer the Agreement Products within the Agreement Area through other channel resellers, in particular, with the assistance of other Consultants. 3 Siberian Health reserves the right to provide discounts on the products, as well as to other activities in order to promote Siberian Health products on the market.
- Consultant has the right to sell the Agreement Products of Siberian Health solely to end users. Sale of products to dealers and/or other persons engaged in resale of goods is forbidden. Consultant has the right to sell Siberian Health Agreement products solely and directly to end users and is not entitled, in particular, to sell Agreement Products of Siberian Health through store chains or markets. Consultant is not allowed to launch online stores for the sale of Siberian Health products through the Internet, and also to operate such stores, offering Agreement Products through them, or use online stores owned by third parties to sell Siberian Health products via the Internet. Consultant has no right to sell Agreement Products of Siberian Health through the remote sales networks.
- Siberian Health has the right, if necessary, to amend the Compensation plan in order to bring it into compliance with the existing economic conditions. Siberian Health immediately informs the Consultant about the additions and changes made to the Compensation plan. At the same time, Siberian Health undertakes to strictly follow the Compensation plan in its current edition.
- Siberian Health provides Consultants with a large number of different activities for continuing education and training. Consultants of Siberian Health are not obliged to participate in programs and events offered by the Company.
- Siberian Health Consultants have the right but they are not obliged to independently organize - with prior approval of Siberian Health - activities for the skills development and training, as well as participate in activities for the skills development and training, which are organized by other Consultants.
§6 Information materials
Along with the materials required for the Consultants' practices, Siberian Health additionally provides Consultants with a large amount of information material. Consultants are not obliged to buy them.
§7 Consultant's responsibilities
- Consultant shall constantly and conscientiously take care of the Siberian Health interests, as it behooves a good businessman.
- When changing his/her place of residence, the Consultant is obligated without any reminders to provide Siberian Health with his/her new address. If Consultant violates this liability and the Company needs to obtain new Consultant's address by sending a request to the resident registration office, the Consultant is obliged to reimburse the Siberian Health expenses incurred while performing these actions. In this case, Siberian Health shall draw an invoice to the Consultant in the amount of 10 €. Consultant retains the right to prove that less damage has occurred or that damage has not occurred. Siberian Health reserves the right to prove that the more significant damage has occurred.
- In the course of cooperation, Consultant is obliged to strictly observe the rules of fair competition, all regulations, as well as orders, which are directly related to the sale of Agreement Product of Siberian Health. Consultant is obliged to provide information about Siberian Health and Agreement Product, that is solely compliant with the official publications of the Company, authorized within the Agreement Area, or such information that is authorized in written form by the Siberian Health for official publication. Consultant is strictly forbidden to make public statements about medicinal and/or medical properties of Agreement Products. If the Consultant has reported inappropriate information about Siberian Health and Agreement Products, and in particular on its medicinal and/or medical properties, that resulted in third parties' claims, the Consultant releases Siberian Health from such claims.
- If third parties file any claims against Siberian Health in connection with other violations by Consultant, Consultant also releases Siberian Health from such claims.
- Siberian Health Consultant is responsible for informing the end user of his/her legal right to cancel a decision.
- All requests from the mass media should be promptly transmitted by Siberian Health Consultant to the Company. Siberian Health retains the right in some cases to prohibit the Consultant to respond the requests from the mass media.
- Siberian Health Consultant does not have the right to answer phone calls in such a way that the caller has the impression of reaching the headquarters or office of the Siberian Health.
- As a seller of products under the registered Siberian Health trademark, Consultant is responsible for settling possible claims of the end consumer.
- Consultant is obliged to strictly observe the current legal provisions on data protection. In addition, Consultant acting as a Mentor is required to draw special attention of his/her Consultants on this obligation.
- On the territory of the Federal Republic of Germany, Consultant has the right to use solely the official advertising materials and information materials that are officially provided by Siberian Health and marked with DE or EU sign.
- The immediate Mentor, in whose organization the double registration took place and if he/she is responsible for such violation, will be hit with sanctions. The sanction amount is determined by the Company at its sole discretion, but it shall not exceed the monthly average commission, calculated on the basis of the total commission for last 12 months preceding this period (total commission / 12). If the contract relations between the Company and Mentor last for less than 12 months, the average monthly commission credited for the sales volume of double-registered Consultant and his/her group is calculated according to the total commissions within the period the Agreement is effective (overall commissions / months). The penalty amount is calculated according to the Mentor's commission for the last complete period.
Siberian Health Consultant guarantees that he/she will not entice other Consultants to work in other direct sales companies. Violation of this prohibition gives Siberian Health the right to immediately terminate the Sales Consultant Agreement prior to the expiration of the Agreement.
§9 Illicit competition prohibition
- Siberian Health Consultant undertakes during the term of contractual relationships with Siberian Health, not to take any actions that are aimed at competing against Siberian Health. Consultant has the right to direct or indirect participation in any other enterprise, to independent activity in any other enterprise or otherwise support any other enterprise, only with the specific, written consent of Siberian Health, if the given enterprise produces or distributes products or offers any other services on the market that coincide with the products or services of Siberian Health or are similar to its products or services.
- Consultant undertakes to notify Siberian Health if he/she intends to cooperate with any other enterprise that produces or distributes products or offers any other services on the market that do not coincide with or are not similar to the products or services of Siberian Health. The above-mentioned competitor-neutral cooperation with any other enterprise is prohibited for Consultants starting from the sixth rank of the Compensation plan if the above-mentioned enterprise, like Siberian Health, distributes goods and services through a network marketing system.
- Violation of illicit competition prohibition gives Siberian Health the right to immediately terminate the Sales Consultant Agreement prior to the expiration of the Agreement.
- In each case of illicit competition, Consultant undertakes to pay a fine under the Agreement, which is determined at the Siberian Health's discretion and shall be not less than 5050 € (five thousand and fifty euros). In the disputable case, the fine value under the Agreement is regulated by the relevant state court in accordance with § 315, paragraph 3 of the German Civil Code. Payment of fine under the Agreement does not apply to the claims of Siberian Health regarding the compensation of further damage.
- The Company adheres to the policy of zero activity in the undiscovered markets.
Undiscovered market is the country where the Company has not started its official business.
The start of Company's business is the launch of sales via official Company E-shop, if it purposefully oriented on the country's market. If the Company has not announced the opening of a new country (through its literature or on the official website), or has not open Representative office, any business in this country is not allowed and the rules of zero activity are applicable there.
- Within the territory of the EU countries where the Company Servicing Centre is not opened, the registration of Consultants or Privileged Clients are allowed, whose activities are subject to restriction according to the clause 1.8. Registration of Consultants and Privileged Clients is carried out online on the Company's official website. To get commissions, Consultants of Business part of the Compensation Plan shall send a filled out by hand and signed Registration Agreement to the Company, as well as to provide all information and documents in accordance with the legislation of the country.
- In accordance with General rules of deals closing, it is permitted to realize promotional activities related to the products and/or Company business to attract other people to cooperate with the Company.
- To attract people for cooperation with the Company, it is permitted to use educational materials developed by the Company.
- Within the territory of the EU countries where the Company Servicing Centre is not opened, it is prohibited to resale the Company's products. Consultants and Privileged Clients are allowed to purchase Siberian Health's products through the Company's E-shop for personal use only. Consultants and Privileged Clients are allowed to recommend the Company's products to others and attract them to buy products through the Company's E-shop.
- Siberian Health uses the direct multi-level selling method to promote its products and increase sales volume. This means that the Company products can be purchased only in the Company Servicing Centers, via official E-shops and/or from your personal Consultant.
§10 Non-disclosure obligations
- Siberian Health Consultant is obliged to store confidential information, as well as commercial and industrial secrets of the Company, as well as store all documentation that relates to confidential information, commercial and industrial secrets of the Company so that it is not available to third parties. After termination of the Sales Consultant Agreement, the Consultant is obliged to return all documents and other documents that contain confidential information relating to Siberian Health upon request. Upon the expiration of Sales Consultant Agreement, Сonsultant also undertakes not to disclose all the information regarding business transactions, in particular, confidential information, which he/she obtained within the Sales Consultant Agreement duration period.
- If Consultant intentionally or as a result of negligence transfers confidential information of Siberian Health to third parties, the Consultant shall immediately notify Siberian Health about this fact. The Consultant undertakes to reimburse the Company for the damage caused as a result of non-compliance with the non-disclosure obligation.
- Consultant has the right to use confidential information, as well as commercial and industrial secrets of Siberian Health, solely for the performance of its activities in the context of cooperation with the Company and undertakes not to use this information after the expiration of the Sales Consultant Agreement. In particular, the Consultant is prohibited to transfer the Clients' data, including those who were personally attracted by him/her to other network marketing companies.
§11 Protection of intellectual property rights
- Consultant has the right to use only official promotional materials and information materials officially provided by Siberian Health and that is marked by DE or EU sign. Consultant is prohibited to otherwise use the intellectual property of Siberian Health - for example: publicate them in the mass media, marketing materials, promotional materials, such as, for example, advertisements in the mass media, as well as advertising publications depicting Siberian Health products, graphic images, slogans, as well as registered trademarks.
- Consultant has no right either to modify, reproduce or distribute official advertising materials, information materials and other materials of Siberian Health in whole or in part or in a modified form without the prior, unambiguous and written permission of the Company. Siberian Health Consultant has the right to manufacture or order and distribute business cards containing personal data of the Consultant, if such business cards correspond to the corporate sample of design developed by Siberian Health. Consultant has the right to use personally produced advertising materials and information materials, such as flyers, leaflets or advertisements and the like, only in certain cases and with the prior, unambiguous and written permission of Siberian Health.
§12 Usage of the Internet resources
- The use of a personal page on the Internet that contains the presentation of the Company's Consultant exclusively in this capacity, as well as the products offered by the Siberian Health on the market is unacceptable. However, it is encouraged, if the Consultant, when using his/her personal Internet page, points out his/her cooperation with Siberian Health.
- Consultant does not have the right to register his/her own domains on the Internet that contain Siberian Health name or contain trade names or trademarks of Siberian Health as part of the name, regardless of the language and transcription they are written. Consultant does not have the right to use the Siberian Health name or the names of Siberian Health trade names or trademarks, regardless of the language and transcription they are written as part of the Uniform Resource Locator (URL) name.
- The Company Consultants are recommended to post referral links to the official Company's E-shop on their external websites in order to promote Company products (for the countries where E-shop is available). In this case, the purchase will be credited on the personal Agreement Number of the Consultant posted the corresponding referral link.
- Within the countries where official E-shop is not available, the product can be promoted via Internet solely by the private enterprises, which operate with the approval of the Company.
The owner of such E-shop undertakes to:
- request Consultant/Privileged Client Agreement Number and credit points on this number (upon its provision);
- adhere to the Company's common pricing policy;
- offer solely the Company's products;
- comply with the laws applicable to the country where this E-shop operates.
- Subject to the provisions of § 13, paragraph 2, the statutory liability of Siberian Health for damages is limited as follows:
a) Siberian Health bears liability, limited by the size of typical damage, that may be incurred upon Agreement conclusion, for minor violations of the essential obligations stipulated in the Agreement, which were committed by negligence;
b) Siberian Health is not liable for minor violations of non-essential obligations under the Agreement, which were committed by negligence.
- The above-mentioned liability limitations of the Company do not apply to the cases when the law provides for compulsory liability, in particular, according to the Product Liability Act, as well as according to the Product Liability Regulations that operate on the Agreement Area, and also in the event if the Company undertakes guarantees or when the damage to human health was caused due to the fault of the Company.
§14 Liabilities for product
- Consultant undertakes to take appropriate and duly measures to prevent damage or reduce damage.
- Consultant has no right to change neither Agreement Products nor its appearance and/or packaging supplied by the Company. In particular, Consultants are not allowed to modify or remove labels or warnings that contain information about possible hazards upon the improper use of the Company's Agreement Products. If Consultant violates the requirements of paragraph 15, paragraph 2, clause 1 and clause 2, it releases Siberian Health in its internal relation from claims of third parties for product liability, if it caused any damage.
- If Siberian Health is forced to withdraw any Agreement Products of the Company from the market due to any of its defects, the Consultant undertakes to support Siberian Health, as well as to take all measures that the Company has the right to require in the context of cooperation. In this case Siberian Health undertakes to reimburse all necessary expenses that will arise in connection with this situation.
§15 New Consultants attraction
- If new Consultant is involved in cooperation with the Company, the Mentor is required to comprehensively inform the new Consultant about the Company's activities and, first of all, on the content of the General rules of deals closing, the Company's Compensation plan, and that each Consultant cooperates with the Company as an independent sales representative of Siberian Health on part-time business, according to the content of paragraph 92b of the German Federal Trade Code, the Consultant is neither an employee nor a representative of the Company.
- Mentor is responsible for training and mentoring of the Consultant involved. Mentor explicit and in good faith answers all questions raised by the Consultant regarding Siberian Health.
- Spouses can submit either one Consultant Registration Application for two to get one identification number or two separate applications to get different identification numbers. If the spouses carry out their activities in the context of cooperation with the Company under one identification number, they get commission, bonuses and awards together. Correspondingly, if the spouses conduct their activities under different identification numbers, they get commission, bonuses and awards separately.
- Spouses do not have the right to have different Mentors or carry out their activities in different marketing organizations in the course of cooperation with Siberian Health.
- If two Siberian Health Consultants enter marriage, who earlier carried out their activities in different marketing organizations in cooperation with the Company, such Consultants are entitled either to continue their cooperation with the Company within already existing Sales Consultant Agreements and continue to maintain the sales organizations they worked before marriage, or start joint management under one of the Agreements of the sales organization. In the latter case, the sales organization, which is stopped to maintain, remains in the same line of the Mentors.
§17 Protection of rights to attract new Consultants
- Protection of rights to attract new Consultants is provided only if the involved Consultant has submitted a fully completed and signed Registration Application to Siberian Health. Documented initial Agreement with the newly signed-up Consultant, as well as detailed initial consultation of the newly signed-up Consultant, determines its integration into the appropriate sales organization. In the disputable case, it is required to timely send corresponding information to Siberian Health in written form about the initial Agreement with the candidate.
- An applicant who accesses Siberian Health directly, without the assistance of Mentor, may be accepted by Siberian Health as a Consultant in any of the Company's sales organization.
- If in some cases Consultant does not have a Mentor, he/she, together with his/her sales organization, may be entered into another sales organization.
§18 Double registration prohibition
- Double registration takes place when Consultant violates the provisions of § 3, paragraph 1 of the General rules of deals closing and the existing Sales Consultant Agreement, by submitting one more Registration application to Siberian Health in order to receive one more Consultant's individual number, but enter another Mentor's organization.
- In case of double registration, Siberian Health has the right to terminate both the pre-existing Agreement and the newly concluded Sales Consultant Agreement prior to their expiration.
§19 Integrity of the personal group
- The integrity of the personal group of Consultants is the basis for the Siberian Health's marketing system and is a mandatory commercial principle that protects all Consultants. In accordance with this principle, the transition of a Siberian Health Consultant to another structure is not possible. Consultant has the opportunity to change his/her Mentor, as an exception by submitting the special application containing the unequivocal, written consent of both the new Mentor and all higher-ranked Mentors of his/her current sales organization, as well as with the unequivocal, written consent of Siberian Health. Siberian Health, in its sole discretion, in each case, considers and decides on the transition of Consultant to another Mentor. Siberian Health reserves the right to reject the Consultant's application with no reason given.
- Consultant who, on his/her own initiative, terminates Sales Consultant Agreement, has the right to register again as a Consultant after 12 months after the termination of his/her activities in the course of cooperation with the Company, starting from the date of the last invoice. Consultant whose Agreement was terminated on the initiative of Siberian Health has the right to apply for the status of the Consultant again after 12 months after termination of his/her activities in cooperation with the Siberian Health, starting from the date of the last invoice.
- If Consultant attempts to change the line through a straw person, Siberian Health reserves the right to immediately terminate the Sales Consult Agreement with such a Consultant prior to the expiration of this Agreement.
§20 Sale and transfer of Consultant's organization
- It is forbidden to sale the sales organization to another Consultant or representative of his/her interests. The fact of organization sale to third parties must be necessarily reported to Siberian Health. Siberian Health has the right to redeem the organization within 15 days on equal terms. Siberian Health Consultant, who acts as the direct Consultant's Mentor and intend to transfer his/her organization has the secondary right to redeem the organization within 15 consecutive days. Only after the expiration of the above-mentioned terms, the sale of consulting rights to third parties is allowed.
- Siberian Health reserves the right to reject the transfer of organization if there are important reasons, for example, if the applicant is unacceptable.
§21 Commissions crediting principles
The ground for the payment of commission is the Compensation plan in its current edition.
§22 Calculation and payment of commissions
- The accounting period for accrual of the commission is a calendar month. The final calculation of commission to Consultant is carried out not later than the end of the calendar month, which follows the calendar month it is credited. Siberian Health shall prepare a preliminary calculation of commission to the Consultant prior to the fifth calendar day of each calendar month. Siberian Health makes up the final calculation of the commission not later than before the end of the same calendar month.
- Consultant undertakes to immediately recheck the results of the calculation of commission immediately upon receipt and immediately inform Siberian Health about possible inconsistencies in written form.
- The commission is paid to the Consultant immediately after the final calculation of the commission. The possible debit balance on the Consultant's account shall be covered within ten days after the final calculation of the commission.
- Any claims submitted by the Consultant on payment of the corresponding advance from the commission pursuant to the paragraph 87a, paragraph 1, clause 2 of the Commercial Code in accordance with paragraph 92b, paragraph 1, clause 3 of the Commercial Code are excluded.
§23 Right to VAT offset
- Consultant shall provide Siberian Health with accurate data on the right to VAT offset, and promptly and without additional reminders inform Siberian Health about the changes in the right to VAT offset.
- If Siberian Health credits incorrect commission due to the provision of unreliable data on the right to VAT offset by the Consultant, the Company's Consultant shall release Siberian Health from liability for such erroneous action to the extent possible.
- If Consultant provided untrue information to Siberian Health about the right to VAT offset or if Siberian Health was not promptly informed by the Consultant about the change in the right to VAT offset, which resulted in any damage incurred to Siberian Health, for example, liability owed to tax authorities, the Consultant undertakes to reimburse the damage caused.
§24 Agreement validity period
- The present Sales Consultant Agreement is concluded for an indefinite period.
- Each Party has the right to terminate this Sales Consultant Agreement with no reason given within one month before the end of the calendar month. The date of Sales Consultant Agreement termination is the day of receipt of Sales Consultant Agreement termination application submitted to the other Party.
- Both parties have the right to terminate this Sales Consultant Agreement without observing the stipulated terms of termination of the Agreement for valid reasons. A valid reason for the termination of the Agreement is the occurrence of a situation when, in considering the content and purposes stipulated in these General Conditions for the deals closing, as well as all circumstances in each individual case and the bilateral interests of one or both Parties under the Agreement, the continuation of this Agreement becomes unacceptable.
- Among important reasons for terminating this Agreement prior to the expiration of this Agreement for both parties, in particular, are the situations when:
a) one Party violates its obligations to a large extent, in particular, those obligations stipulated in these General Conditions for the deals closing, and if despite the receiving of a warning of the inadmissibility of such actions, continues to violate the obligations;
b) Consultant violates the illicit competition prohibition;
c) Consultant violates the prohibition on Consultant's conversion;
d) Consultant violates the prohibition on disclosure of information;
e) Consultant violates the prohibition on double registration;
f) Consultant is engaged in the production, distribution, and use of sales materials that were not previously authorized by Siberian Health for use, distribution and manufacturing;
g) Consultant attempts to change the organization through the straw person;
h) Consultant makes statements about the Agreement Products of Siberian Health, which are relevant to assessing their impact on human health;
i) Consultant incorrectly informs about the opportunities for generating revenues on the basis of Siberian Health's Compensation plan;
j) If Consultant doesn't make any purchases using his/her Consultant ID card within 6 months his/her registration is annulled automatically.
- Termination of the Agreement is valid solely if it executed in written form.
§25 Consequences of Agreement expiration
- Upon termination, as well as the expiration of this Agreement, all trade Agreements that were concluded thereto remain unchanged and effective.
- Both Parties undertake in the event of this Agreement termination under the prescribed rules to inform their Clients, as well as other interested third parties, of the termination of this Agreement - one month before the termination of this Agreement.
- Consultant shall not receive any further remuneration after the termination, as well as the termination of the Sales Consultant Agreement. The achieved level as well as the size of the sales organization built by the Consultant at the time of termination as well as the expiration of the Sales Consultant Agreement lose their force. All Consultants of lower Ranks in the organization of this Consultant will be transferred to his/her Mentor.
- Consultant, upon termination and expiration of this Agreement, loses its rights under this Agreement, including the right to distribute the Agreement Products of Siberian Health. After the expiration of this Agreement, the Consultant shall cease to be represented as the Consultant of Siberian Health, as well as to otherwise make reference to Siberian Health and Agreement Products.
- If the Consultant, upon termination and expiration of this Agreement, commences activities in the context of cooperation with any company-competitor of Siberian Health, he/she shall not be entitled, under a contract with another company, to use confidential information received during his/her cooperation with Siberian Health. In disputable cases, the Consultant, upon termination and expiration of this Agreement, shall confirm and prove that he/she is engaged in activities with a company-competitor of Siberian Health without referring or using confidential information obtained during the cooperation with Siberian Health.
§26 Mutual settlements of debts
- Siberian Health reserves the right to perform mutual settlements of the Consultant's debts to the Company from the commission that is due to the Consultant.
- Consultant, in turn, undertakes not to settle claims for performing mutual settlement of his/her debts to the Siberian Health, except when they are undeniable or established by the courts. Consultant undertakes to return the commission overpaid by the Company.
§27 Statue of limitations
All mutual claims of the Parties hereunder are subject to legal norms and limitation periods within twelve months from the invoice due date of the relevant claim, but not until the expiry of the period of twelve months from the time the claimant ascertained the circumstances that formed the basis for making claims to the opposite side. Exceptions are those types of claims that can not be excluded in accordance with applicable law, for example, claims for which liability is provided by the law on the premeditated action.
§28 Final provisions
- Additions and changes to these General rules of deals closing are only valid in written form. Siberian Health Consultant needs to be acquainted with them.
- If Consultant is an entrepreneur, a public-legal person or a special form of publicly owned property, the place of jurisdiction for all disputes arising from this Agreement, as well as for all situations that are related to them, is the city of Berlin. The same provisions apply to the Consultants who do not have a common jurisdiction in the territory of the Federal Republic of Germany.
- The German law shall be applicable within the context of this Agreement, excluding the International Private Law, as well as the United Nations Trade Law, which has been introduced into the current German law.
§29 Rights to make amendments
Siberian Health has the right to amend the Consultant Standards and Statement of Policies and Procedures, as well as regulate prices, taking into account the interests of the Consultants in the context of the concluded Agreement. Siberian Health is obliged to inform about amendments six weeks before they come into force. The prices of third parties, the services of which the seller/producer uses are the basis for pricing of Company's products. Besides, changes in price may be resulted from modifying or changing the business model by Siberian Health. Consultants are informed about changes in written form by email or at the address that is stored in the Customer database. Siberian Health will inform the Client that it is regulated as follows: Consultant is entitled to terminate the Agreement with Siberian Health in case of price changes or changes in one or more contractual arrangements of the current Agreement. Siberian Health can give the Consultant a time period for termination of the Agreement if he/she does not accept new conditions.