Terms and Conditions
General Terms and Conditions for Distributors including deviating agreement on the place of jurisdiction
Preamble / Ethical Rules
On behalf of our company, we warmly welcome you as a new Premium Distributor (henceforth Distributor) and wish you the best possible success for your activity as an independent Distributor of QNEurope Deutschland GmbH, Neuhofstraße 9, 64625 Bensheim (hereinafter: QN EUROPE); e-mail:
Therefore, we would like to ask you to read the following ethical rules as well as our General Sales Partner Terms and Conditions very thoroughly and to make the guidelines your daily guiding principle for the exercise of your self-employed activity.
Ethical rules for dealing with consumers
- Our distributors provide honest and sincere advice to their customers or organisation and clarify any misunderstandings about goods, the business opportunity or other statements made during a consultation.
- At the request of the sales partner or the customer, a sales talk is dispensed with, the conversation is postponed or a conversation that has begun is amicably broken off.
- During an initial contact, the distributor informs the consumer about all points concerning the goods (e.g. intended use, condition, application), or also – at the consumer’s request – the distribution opportunity.
- All information on the goods must be comprehensive and true. Distributors shall be made aware, inter alia, of the intake instructions and precautions on the product labels and any accompanying material. A Distributor is prohibited from making misleading statements or even promises in any form about the Goods.
- A Distributor may not make any claims about goods or their properties or effects unless they have been approved by QN EUROPE.
- The consumer is not induced to buy products by dubious and/or misleading promises any more than by promises of special benefits if these benefits are linked to future, uncertain successes.
- A Distributor shall not make any disclosure with respect to its remuneration or the potential remuneration of other Distributors. Furthermore, a Distributor must not guarantee, promise or otherwise create expectations of remuneration.
- A Distributor shall not represent that QN EUROPE’s compensation plan or commodities are approved, authorised or endorsed by any governmental authority. In Germany, the compensation plan was reviewed by the courts: http://mlmrecht.de/2016/01/14/landgericht-frankfurt-vertriebssystem-von-qn-europe-ist-legal/
Ethical rules for dealing with distribution partners
- Sales partners always treat each other fairly and with respect. The aforementioned also applies to dealings with sales partners of other network marketing companies.
- New distribution partners are truthfully informed about their rights and obligations. Information on possible turnover and acquisition opportunities shall be omitted.
- No verbal assurances may be made regarding goods and services of QN EUROPE.
- Distributors are not permitted to poach distributors from other companies. Furthermore, distributors are not permitted to induce other distributors to change a sponsor within QN EUROPE.
- The obligations of §§ 7-10 of the following General Sales Partner Terms and Conditions must at the same time always be complied with as ethical rules.
Ethical rules for dealing with other companies
- The sales partners of QN EUROPE always behave fairly and honestly towards other companies in the network marketing sector.
- Systematic poaching of sales partners from other companies is refrained from.
- Disparaging, misleading or unfair comparative statements about other companies’ goods or distribution systems are prohibited.
Preceded by these ethical rules of our company, we would now like to familiarise you with the General Terms and Conditions for Distributors of QN EUROPE.
§ 1 Scope of application
(1) The following terms and conditions are an integral part of every distribution partner contract between QN Europe and the independent and self-employed distribution partner.
(2) QN EUROPE provides its services exclusively on the basis of these General Sales Partner Terms and Conditions.
§ 2 Contractual object
(1) QN EUROPE is an innovative company that sells high-quality consumer (e.g. food supplements) and luxury products (e.g. watches) as well as travel services (in future: goods) in Europe, Germany and other countries via a network of distribution partners. The Distributor shall broker goods for QN EUROPE so that the brokerage of the goods forms the basis of its business without any obligation to purchase goods. For their activity as an intermediary, sales partners receive a corresponding commission for each successful brokerage of a sale of goods. In order to become a sales partner, they can register with QN EUROPE. For the aforementioned activity, it is not necessary to recruit other distributors. Furthermore, this activity does not require the Distributor to incur any financial expenditure beyond the purchase of the Distributor Package or to purchase a minimum number of goods from QN EUROPE. All that is required is registration.
(2) In addition, there is the possibility but not the obligation to recruit other distributors who sell goods for QN EUROPE. For this activity, the recruiting sales partner receives a corresponding commission on the product turnover of the recruited sales partner when the required qualification is achieved. On the other hand, no commission is paid for the advertising of a new distribution partner. The commission as well as the manner of payment shall be determined by the remuneration plan in force at that time.
(3) For the commencement and execution of its activities, QN EUROPE provides the Distributor with an online back-office, which enables the Distributor to have an always up-to-date and comprehensive overview of its sales, commissions and the Distributor and downline developments.
§ 3 General requirements for the conclusion of the contract
(1) A contract may be concluded with legal entities, partnerships or natural persons who or whose responsible persons have reached the age of 18, are citizens of the state of the registration application or have a residence permit there and are entrepreneurs and who are in possession of a trade certificate (e.g. trade licence) (if required). A conclusion of a contract by consumers and/or persons/responsible persons without having at least a residence permit in the state of the registration application is not possible.
(2) If a legal entity (e.g. GmbH, AG, Ltd.) submits an application for a distribution partner, a copy of the relevant extract from the commercial register on the registration as well as the VAT identification number must be submitted. Der Antragsteller muss mindestens 18 Jahre alt sein. The partners are each personally liable to the other for the conduct of the legal person.
(3) In the case of legal partnerships (e.g. GBR, OHG, KG), copies of the relevant extract from the commercial register on the registration as well as the VAT identification number must also be submitted – if available – and all partners must be named. Der Antragsteller muss mindestens 18 Jahre alt sein. The partners are each personally liable to the other for the conduct of the partnership.
(4) Insofar as online order forms or order forms are used, these shall be deemed to be part of the contract.
(5) The Distributor may register with QN EUROPE to commence its activities as a Distributor. When registering, he is obliged to fill in the Distributor Application completely and properly and to submit it to QN EUROPE in the prescribed way. In addition, the sales partner accepts these General Sales Partner Terms and Conditions as having been taken note of and accepts them as an integral part of the contract by actively ticking the appropriate box before completing the registration process.
(6) Changes to the relevant personal data of the Distributor must be made immediately in the back office of QN EUROPE at the place specified for this purpose.
(7) Distributors under the age of 21 may only purchase products with a maximum value of 1,000 BV during the first 4 weeks after registration.
(8) QN EUROPE reserves the right to reject Distributor applications at its sole discretion without any justification. Employees or other staff of QN-EUROPE or an affiliated company and their immediate family members (e.g. spouse, mother, father, brother, sister, etc.) who reside in the same household as the employee are expressly not permitted to enter into a distribution partnership.
(9) In the event of a breach of the obligations regulated in paragraphs (1) to (5), (7) and (8) sentence 2, QN EUROPE is entitled without prior warning to terminate the Distributor Agreement without notice and to reclaim any commissions paid out. In addition, QN EUROPE expressly reserves the right to assert further claims for damages in this case of termination without notice.
§ 4 Status of the Distributor as an Entrepreneur
(1) The Distributor acts as a self-employed and independent entrepreneur. In this context, the parties agree that the distribution partner is initially active on a part-time basis. He is neither an employee nor a sales representative or broker of QN EUROPE. There are no turnover targets, acceptance or other activity obligations. The Distributor is not subject to any instructions from QN EUROPE except for contractual obligations and bears the full entrepreneurial risk of its business activities including the obligation to bear all its business costs and the obligation to properly pay its employees, if it employs any. The Distributor shall set up and operate its business – to the extent necessary – in the manner of a prudent businessman.
(2) As an independent entrepreneur, the Distributor shall be responsible for complying with the relevant statutory provisions, including the requirements under tax and social law (e.g. obtaining a VAT identification number or registering its employees with the social security authorities, as well as for obtaining a trade licence, if required). In this respect, the Distributor assures to duly pay tax at his domicile on all commission income earned in the course of his activities for QN EUROPE. QN EUROPE reserves the right to deduct from the agreed commission the respective amount for taxes and duties or to claim damages or reimbursement of expenses incurred by it due to a breach of the aforementioned requirements, unless the Distributor is not responsible for the damage or expense. No social security contributions are paid by QN EUROPE for the Distributor. The Distributor is not authorised to make any declaration of intent or enter into any commitment on behalf of QN EUROPE.
§ 5 Inclusion of the remuneration plan, procedures and guidelines
(1) The QN EUROPE compensation plan and the specifications contained therein as well as the policies and procedures are also expressly part of the Service Marketing Agreement. The Distributor must comply with these requirements at all times in accordance with the applicable version.
(2) By sending the online application to QN EUROPE, the Distributor also affirms that he/she has taken note of the QN EUROPE compensation plan as well as the policies and procedures and accepts them as part of the contract.
§ 6 Use of the Back Office / No administration, licence and maintenance fees
(1) Upon registration with QN EUROPE and payment of the annual administration, support and processing fee (included in the Distributor Package), the Distributor acquires a right to use the Back Office provided to him/her for the term of the contract. The right of use is a simple, non-transferable right of use related to the specific back office; the Distributor shall have no right to modify, edit or otherwise redesign the back office, nor shall it have any right to grant sub-licences.
(2) For the use as well as for the maintenance, administration, support and care of the Back Office QN EUROPE does not charge any licence and maintenance fee as well as QN EUROPE does not charge general administration fees from the Distributor.
§ 7 Duties of the Distributor in the context of advertising and general duties
(1) The Distributor is obliged to protect his personal passwords and login IDs from access by third parties.
(2) The Distributor is prohibited from infringing the rights or property (including technical infrastructure) of QN EUROPE, its Distributors, affiliates or other third parties, disparaging, insulting, harassing QN EUROPE, or third parties, or otherwise violating applicable law in the course of its activities. In particular, the Distributor is not permitted to make false or misleading statements about QN EUROPE products or the distribution system. The Distributor will only make statements about the goods of the QN EUROPE assortment as well as about the QN EUROPE distribution system within the framework of his sales activities as well as within the framework of his structural work, which correspond in terms of content to the specifications in the QN EUROPE advertising and information materials. Furthermore, misuse or the performance of illegal acts, such as the use of unauthorised or unfair advertising, is prohibited.
(3) Furthermore, the prohibition of sending unsolicited advertising e-mails, advertising social media messages; advertising faxes or advertising SMS (spam) also applies.
(4) The Distributor is not permitted to use, produce and distribute its own sales documents, its own Internet pages, its own product brochures, product labels or other independently produced media and advertising material. Advertising of QN EUROPE services via own or third party websites is prohibited and advertising is only allowed via the official sites of QN EUROPE. In the event that the Distributor advertises QN EUROPE’s services on other internet media such as social networks (e.g. Facebook), online blogs or chat rooms, the Distributor may only ever use the official QN EUROPE advertising statements. Furthermore, when advertising in other Internet media, the Distributor must explicitly state that it is not an official advertisement or presence of QN EUROPE.
(5) Advertising in electronic media and mass media is only permitted to a limited extent. The Distributor shall not advertise QN EUROPE’s products and services by TV, cable TV, radio, newspaper, e-mail or any other form of electronic or mass media without prior written permission. Approval may be withheld at the sole discretion of QN EUROPE without any justification.
(6) QN EUROPE’s goods may be revocably presented and brokered or sold by Distributors at home parties or events or in online webinars to the extent permitted by applicable law. The goods may also be presented by the Distributor at trade fairs and trade exhibitions. The restriction here is that the sales partner may not offer products from competitors or other network marketing companies at this trade fair.
(7) The goods of QN EUROPE may explicitly NOT be sold in other stationary retail shops (such as supermarkets or petrol stations) or via own or third party online presences, as far as the website has not been provided by QN EUROPE.
(8) The goods may not be offered at auctions, public and private flea markets, swap meets, department stores, via an own internet shop, internet markets such as eBay, Amazon, YouTube or comparable sales places.
(9) The Distributor is obliged to identify himself in business dealings as an “Independent Distributor of QN EUROPE”. Websites, letterhead, business cards, car lettering as well as advertisements, advertising material and the like must always bear the words “Independent Distributor of QN EUROPE”.
(10) Special advertising guidelines
(a) The Distributor is also prohibited from advertising earnings opportunities or making statements about its commissions to third parties, in particular in connection with advertising measures, and is in particular prohibited from guaranteeing income or using commission cheques to prove its own success or the success of a third party. Rather, there is always the obligation to explicitly point out to potential distribution partners in the course of initiation talks that the achievement of an income is only possible through very intensive and continuous work.
(b) Sales and marketing activities shall not simulate commissions which are to be understood as a “bounty” or other commission in connection with the mere recruitment of a new distributor or otherwise engage in activities which create the appearance that the advertised distribution system is an illegal distribution system, namely an illegal progressive pyramid scheme or pyramid scheme or otherwise a fraudulent distribution system. It must not be given the impression that the purchase of goods is necessary for a Distributor to act on behalf of QN EUROPE.
(c) Sales and marketing activities shall not be directed at minors or inexperienced persons and shall in no case take advantage of their age, illness or limited capacity of understanding to induce consumers to conclude a contract. In the case of contacts with so-called socially weak or foreign-language groups of the population, the sales partners shall take due account of their financial capacity and their ability to understand and understand language and, in particular, shall refrain from doing anything that could cause the members of such groups to place orders that do not correspond to their circumstances.
(d) No distribution and marketing activities shall be undertaken that are inappropriate, illegal, unsafe or put undue pressure on the selected consumers.
(e) Distributors will only refer to testimonials, test results, references or other persons for business purposes vis-à-vis the consumer if they are officially authorised by both the reference provider and QN EUROPE and if they are accurate and not outdated. Letters of recommendation, tests and personal references must also always be related to the intended purpose.
(f) The consumer is not induced to purchase goods by frivolous and/or misleading promises, nor by promises of special benefits if these benefits are linked to future, uncertain success. Distributors shall refrain from doing anything that could determine the consumer to accept the offer made merely in order to do the supplier a personal favour, to end an unwanted conversation or to enjoy a benefit that is not the subject of the offer or to show gratitude for the granting of such a benefit.
(g) A Distributor shall not represent that QN EUROPE’s compensation plan or merchandise is approved or authorised or endorsed by any governmental authority or deemed legally sound by any law firm.
(h) Due to strict regulations regarding advertising of dietary supplements and cosmetic products, only the advertising material offered on the QN EUROPE website or in the back office or elsewhere shall be used. It should be recommended to any client currently undergoing medical treatment to check with their doctor before changing their diet. No statements regarding the safety of the products, their therapeutic effects or healing properties may be made in the context of the activity and advertising, unless these are officially approved by QN EUROPE and/or are reflected in the official advertising material of QN EUROPE. Furthermore, distributors must not suggest that QN EUROPE products can be used to treat, prevent, diagnose or cure any disease. QN EUROPE further prohibits any statement regarding medical effects of QN EUROPE products. For example, the Distributor may not claim that QN EUROPE’s goods help treat diabetes, heart disease, cancer or other diseases. No scientific publications, literature or testimonials written by doctors or scientists regarding QN EUROPE goods or their ingredients may be used or published.
(i) Further contractual terms in this regard can be found under clause 11.02 of the Procedures and Guidelines.
(11) The Distributor is also prohibited from applying for and taking out loans, incurring expenses, entering into obligations, opening bank accounts, concluding contracts or making other declarations of intent in the name of or on behalf of QN EUROPE.
(12) All travel costs, expenses, office costs, telephone costs or other expenses for advertising materials shall be borne responsibly by the Distributor.
(13) In the course of business, the sales partner is not entitled to name brands of competing companies negatively, disparagingly or otherwise unlawfully or to evaluate other companies negatively or disparagingly.
(14) All presentation, advertising, training and film materials etc. (including photographs) of QN EUROPE are protected by copyright. They may not be reproduced, disseminated, made publicly available or modified or edited by the Distributor in whole or in part beyond the contractually granted right of use without the express written consent of QN EUROPE.
(15) Also, the use (or alteration) of the QN EUROPE mark, any of the registered trademarks, product names, work titles and business designations of QN EUROPE beyond the advertising materials and other official QN EUROPE documents expressly provided is only permitted with express written consent. In particular, it is not permitted to use the QN EUROPE trademark, any of the registered trademarks, product designations, work titles and business designations of QN EUROPE in an identical, similar or modified form as part of the company name, e-mail or for entries in telephone and yellow pages. The same applies to the URL (Universal Resource Locator = web address) and the domain or subdomain name of a website. Likewise, it is prohibited to use QN EUROPE’s trademarks, brands, work titles or other property rights in so-called search engine advertising (e.g. Goolge AdWords), sponsored links advertising, Internet advertising space marketing or comparable online advertising activities.
(16) It is also prohibited to apply for own trademarks, work titles or other property rights that contain a trademark, product name, work title or business designation of QN EUROPE that is registered or otherwise protected in another country/territory. The above prohibition applies to both identical and similar signs or goods.
(17) The Distributor is not permitted to respond to press enquiries about QN EUROPE, its services, the QN EUROPE marketing plan or any other QN EUROPE services. The distributor is obliged to forward all press enquiries to QN EUROPE without delay. The distributor will also otherwise only make public statements (e.g. television, radio, internet forums) about QN EUROPE, the goods in the QN EUROPE range and the QN EUROPE distribution system with the prior written consent of QN EUROPE.
(18) The Distributor may only promote and distribute services for QN EUROPE or acquire new Distributors in those countries that have been officially opened by QN EUROPE. It is not permitted to act as a QN EUROPE branch, importer or exporter or similar in any country or to establish corresponding business enterprises.
(19) The Distributor will notify the QN EUROPE management of the location, time and content of promotional events aimed at the general public in good time before the invitation is published. QN EUROPE may request changes or even the abandonment of the event if this is necessary in the interest of the company and the QN EUROPE sales organisation together with its members.
(20) QN EUROPE enables the distributor to purchase the goods for personal use or the use of family members. Under no circumstances may the Distributor, himself/herself or his/her family members, induce other Distributors to purchase products in larger quantities for personal consumption that unreasonably exceed personal use within a household. By placing a new order for goods, the Distributor warrants that at least 70% of the previous order has been used for business purposes in the context of product presentations and tastings and that no more than 30% of the goods from the previous order are still in stock in its warehouse. The Distributor must retain the relevant receipts for a period of at least three years, irrespective of tax retention obligations, in order to be able to prove compliance with the aforementioned 70% rule. Furthermore, the Distributor may not acquire more goods himself or through third parties than he can reasonably be expected to consume within one month.
(21) A Distributor can re-register with QN EUROPE after terminating their old position. The prerequisite is that the termination and the confirmation of the termination by QN EUROPE for the old position of the Distributor lie at least 12 months in the past and the terminating Distributor has not exercised any activity for QN EUROPE during this period.
(22) The Distributor is always prohibited from selling or otherwise distributing its own marketing and/or sales materials to other Distributors of QN EUROPE.
(23) A Distributor may make an entry in the Yellow Pages. However, the content of such registration must be approved in writing by QN EUROPE prior to publication and must include the words “Independent Distributor of QN EUROPE”.
(24) The use of toll telephone numbers to market QN EUROPE’s activities or products is not permitted.
(25) Distributors may not give gifts or other benefits to employees of QN EUROPE.
(26) The Distributor is obliged to notify QN EUROPE immediately and truthfully of any violations of the rules of the General Distributor Terms and Conditions and the QN EUROPE Code of Conduct as well as all other provisions of the company.
§ 8 Prohibition of competition / enticement / sale of third-party services
(1) The Distributor is permitted to distribute goods and/or services for other companies, including Network Marketing Companies, which are not Competitors.
(2) Notwithstanding the permission formulated in paragraph 1, the Distributor is not allowed to distribute products or services of other companies to other QN EUROPE Distributors.
(3) Insofar as the sales partner is active for several companies or network marketing companies at the same time, he undertakes to organise the respective activity (together with his respective downline) in such a way that no connection or mixing with his activity for the other company occurs. In particular, the Distributor may not offer products other than QN EUROPE at the same time, in the same place or in close proximity, or on the same website, Facebook page, other social media platform or internet platform.
(4) Furthermore, the Distributor is prohibited from soliciting other QN EUROPE Distributors for the distribution of other products.
(5) The Distributor is also prohibited from violating other Distributors or other distribution agreements that it has concluded with other companies and whose clauses are still effective by concluding a Distributor Agreement.
(6) If the distributor works for another company in addition to his work for QN EUROPE, he is obliged to report the activity to QN EUROPE, naming the other companies.
§ 9 Confidentiality
The Distributor shall maintain absolute confidentiality about business and trade secrets of QN EUROPE and about its distribution structure. The business and trade secrets include in particular the information on the downline activities as well as the downline genealogy and the information contained therein, the sales partner and customer and other contractual partner data as well as the information on business relationships of QN EUROPE and its affiliated companies with its providers, manufacturers and suppliers. This obligation shall continue for a period of 5 years after termination of the Distributor Agreement.
§ 10 Distributor Protection / Crossline Sponsoring / Bonus Manipulation
(1) Any active Distributor who acquires a new Distributor for the first time for a distribution of QN EUROPE’s products shall be allocated the new Distributor in its structure in accordance with the Compensation Plan and the placement requirements regulated therein (Distributor Protection), whereby the date and time of receipt of the registration application from the new Distributor by QN EUROPE shall apply to the allocation. In the event of an erroneous enrolment, the change request must be submitted and executed within 5 business days of the date of enrolment, whereupon QN EUROPE will decide on a change of enrolment at its sole discretion. The Distributor whose position is changed shall not sponsor any other person in the meantime. In the event that two Distributors claim the same new Distributor as their Sponsor, QN EUROPE will only consider the Sponsor named in the initial registration.
(2) QN EUROPE is entitled to delete all personal data including the e-mail address of a sponsored Distributor from its system if advertising mailings, cover letters or e-mails are returned with the notations “moved”, “deceased”, “not accepted”, “unknown” or similar and the new recruited Distributor or the sponsor does not correct the incorrect data of the newly recruited Distributor within a reasonable period of 14 days. If QN EUROPE incurs costs due to the undeliverable advertising mailings and parcels, it is entitled to reclaim the costs, unless the incorrect delivery was not the fault of QN EUROPE.
(3) Furthermore, cross-line sponsoring and also the attempt thereof within the company is prohibited. Crossline sponsoring means the acquisition of a natural person or legal entity or a partnership that is already a sales partner of QN EUROPE in another sales line or has had a sales partner contract within the last 12 months. In this respect, it is also prohibited to use the name of a spouse, relative, trade name, corporation, partnership, trust or other third party to circumvent this provision.
(4) Bonus manipulations are prohibited. This includes in particular the sponsoring of distributors who do not actually carry out the QN EUROPE business (so-called straw men), the manipulation or other undesired influencing of placements of new distributors in the down-line of the structure tree 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 a spouse, relative, trade name, corporation, partnership, trust or other third party 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 remuneration plan or a required qualification, to manipulate the group bonus or to otherwise bring about a bonus manipulation.
(5) The Distributor shall not be entitled to territorial protection.
§ 11 Warning, Contractual Penalty, Damages, Indemnification
(1) In case of a first violation of the obligations of the distributor regulated in § 7, a written warning is issued by QN EUROPE setting a deadline of 10 days to remedy the violation. The distributor undertakes to reimburse the warning costs, in particular the lawyer’s fees incurred for the warning.
(2) Express reference is made to § 16 paragraph (3), according to which QN EUROPE is entitled to extraordinary termination without prior warning in the event of a breach of the obligations regulated in § 8, 9 and 10 (3) and (4) as well as in the event of a particularly serious breach of the obligations regulated in § 7, other applicable contractual (such as the procedures and guidelines) or statutory law, but is also entitled to take the measures according to § 11 (1) at its own discretion in the event of a first-time breach of obligations. Notwithstanding the immediate extraordinary right of termination regulated in § 16 paragraph (3), QN EUROPE has the right to issue a warning within the meaning of paragraph (1) in individual cases in the event of the occurrence of one of the aforementioned breaches of duty at its own free discretion before issuing the extraordinary termination, also with a shortened cure period.
(3) If the same or a similar infringement occurs again after expiry of the deadline set by the warning, or if the originally warned infringement is not remedied, a contractual penalty of € 5,100.00 shall be due immediately. The enforcement of the contractual penalty also incurs further legal fees which the distributor is obliged to reimburse.
(4) The Distributor shall also be liable, notwithstanding the forfeited contractual penalty, for all damages incurred by QN EUROPE as a result of a breach of duty within the meaning of §§ 7 – 9 and § 10 paragraphs 3 and 4, unless the Distributor is not responsible for the breach of duty.
(5) In case of a claim by a third party due to a violation of one of the obligations regulated in §§ 7 – 9 and § 10 paragraphs 3 and 4 or any other contractual (such as the procedures and guidelines) or other violation of applicable law by the Distributor, the Distributor shall indemnify QN EUROPE from liability upon the first request of QN EUROPE. In particular, the Distributor undertakes in this respect to bear all costs, in particular lawyers’ fees, court costs and costs of damages incurred by QN EUROPE in this connection.
§ 12 Adjustment of prices and commissions
QN EUROPE reserves the right, in particular with regard to changes in the market situation and/or licence structure, to change the prices to be paid by the Distributor or the commission shares allocated to the services, the remuneration plan or usage fees at the beginning of a new settlement period. QN EUROPE will notify the Distributor of the change within a reasonable time prior to the change. Increases in prices by more than 5% or changes to the compensation plan to the detriment of the Distributor shall give the Distributor the right to object to the change. If the customer does not object to the amended conditions within one month of notification, they shall become part of the contract. Changes known at the time of the conclusion of the Distributor Agreement are not subject to notification and do not give rise to a right of objection on the part of the Distributor. In the event of an objection, QN EUROPE is entitled to terminate the contract extraordinarily at the time when the amended or supplementary terms and conditions are to come into force.
§ 13 Advertising material, benefits
All free advertising material and other benefits from QN EUROPE can be revoked at any time with effect for the future.
§ 14 Remuneration / Terms of payment / Commission payment modalities / Prohibition of assignment
(1) As remuneration for his activities, the Distributor shall receive commissions upon attainment of the required qualifications as well as other remuneration resulting from the QN EUROPE remuneration plan (see Annex 1 to the Procedures and Guidelines) including the respective qualification requirement. All commission claims result from the respective valid remuneration plan, which the Distributor can call up in his back office and which can be viewed in the back office. With the payment of the remuneration, all costs of the Distributor for the maintenance and execution of its business are covered, insofar as they are not separately contractually agreed.
(2) A successful mediation in the sense of (1) of this contract only exists if the contractual relationship between the customer QN EUROPE has effectively come into being and the customer has not revoked his application for the conclusion of a contract, in particular according to the provisions on distance selling or doorstep selling. Furthermore, a claim for payment only arises when the payment on the part of the customer is credited to the account of QN EUROPE and all other conditions for payment are met.
In particular, a claim for commission shall not arise if
a.) the customer makes use of his right of withdrawal;
b.) the contract is legally contested by the customer;
c.) the customer order has come about unlawfully;
d.) QN EUROPE refuses to accept the contract;
e.) incorrect incomplete customer orders are submitted.
Furthermore, in cases of fraudulent brokerage, either through fraudulent or abusive actions by the customer, the sales partner or their vicarious agents, no claim to commission arises.
(3) QN EUROPE reserves the right to request the Distributor or, in the case of registration by a legal entity or partnership, the Applicant to provide proof of identity prior to the initial payment of commissions or delivery of services. Proof of identity can be provided, for example, in the form of a copy of the identity card, passport or a German residence title and must be provided within 2 weeks of the request.
(4) QN EUROPE settles the commission claim on a weekly basis. Incorrect remuneration or commission advances or other payment must be notified to QN EUROPE in writing within 60 days of the incorrect payment. After this time, the remuneration or commission advances or other payments shall be deemed approved.
(5) The commission will be invoiced net and without VAT, unless the sales partner informs QN EUROPE in writing, stating his current tax number and the responsible tax office as well as submitting a confirmation from the tax office responsible for him that he is an entrepreneur entitled to deduct input tax within the meaning of the VAT Act.
(6) Commissions and fees for deliveries of services of the distributor can, as far as a deviating account has not been explicitly accepted separately in writing by QN EUROPE, only be paid to accounts which are in his name or of a partnership or a legal entity which is in a contractual relationship with QN EUROPE. Payments cannot be made to foreign accounts or to a bank account located outside the state in which the Distributor is registered.
(7) QN EUROPE is entitled to assert a right of retention within the framework of the legal requirements. Furthermore, QN EUROPE is entitled to assert a right of retention due to the payment of commissions if not all legally and contractually required documents are available prior to the first payment (e.g. VAT identification number for legal entities, if applied for and granted, business registration pp). In the event that QN EUROPE exercises its right to withhold commission payments, it is agreed that the Distributor shall not be entitled to interest for the period of commission withholding.
(8) If the Distributor loses its status as an active Distributor in accordance with the remuneration plan, the commission claims shall lapse for this point in time. It is possible for the sales partner to regain the status as an active sales partner for the future through appropriate qualification.
(9) QN EUROPE is entitled to set off claims which QN EUROPE is entitled to against the distributor with the distributor’s commission claims in whole or in part. The Distributor shall be entitled to set-off if the counterclaims are undisputed or have been finally determined by a court of law.
(10) Assignments and pledges of claims of the Distributor arising from Distributor Agreements are excluded, unless mandatory law precludes this. The encumbrance of the contract with the rights of third parties is not permitted insofar as this does not conflict with mandatory law.
(11) Remuneration or commission advances or other payments below a minimum payout amount of € 50.00 or 2500 RSP will not be paid out. In the event that the minimum payment amount is not reached, the commission claims shall be continued in the business account held at QN EUROPE for the Distributor and paid to the Distributor in the following week or later after the minimum payment amount has been reached or in the event that the contractual relationship is terminated at this time, irrespective of whether the minimum amount has been reached. For the period of non-payment of the remuneration, there shall be no right to interest on the remuneration claim or other payments.
§ 15 Blocking of the Distributor
(1) In case the Distributor does not provide all necessary documents (e.g. proof of identity) within 30 days from registration and knowledge of the requirements for payment of remuneration or commission advances or other payment, QN EUROPE is entitled to temporarily block the Distributor in the QN EUROPE system until the time of provision of the legally required documents. The aforementioned shall also apply in the event of fruitless expiry of the deadline within the meaning of § 14 (3). The period of suspension does not entitle the Distributor to extraordinary termination and does not give rise to any claim for repayment of the demonstration set already paid for or any other claim for damages, unless the Distributor is not responsible for the suspension.
(2) For each case of reminder of not provided documents etc. in the sense of (1) after the announcement of the block, QN EUROPE is entitled to compensation of the costs necessary for this reminder.
(3) Remunerations or commission advances or other payments which cannot be paid out due to the aforementioned reasons shall be booked by QN EUROPE as a non-interest-bearing provision and shall become statute-barred within the statutory limitation periods at the latest.
(4) Regardless of the reasons for blocking mentioned in paragraph (1), QN EUROPE reserves the right of blocking for an important reason. QN EUROPE reserves the right to block the access of the distributor without notice if the distributor violates the obligations mentioned in §§ 7 – 9 and § 10 paragraphs (3) and (4) or other applicable law, or if there is any other important reason. The blocking will remain in place until the breach of duty has been remedied following a corresponding warning from QN EUROPE. If the breach of duty is serious and leads to extraordinary termination of the contractual relationship, the blocking will remain in place permanently.
§ 16 Duration and termination of the contract and consequences of termination /right of return
(1) The distribution partner contract is agreed for a term of 12 months and can be terminated by the distribution partner at any time during the contract term with a notice period of 30 days. The contract is automatically renewed for a further 12 months upon payment of the administration, support and processing fee. If the Distributor does not pay the aforementioned administration, support and processing fee within 30 days of receipt of the payment request despite a corresponding payment request by QN EUROPE, the contract will be transferred to a “passive contract phase” without commission entitlement. The Distributor may now extend the contract for up to 12 months after the end of the contract term, whereby in the event of a contract extension, the entitlement to commission shall only revive from the time of the extension. If the contract is not renewed within this period either, the contract will be automatically terminated at the end of this period.
(2) Notwithstanding the reason for termination in (1), both parties have the right to terminate the Distributor Agreement extraordinarily for good cause. A good cause for termination by QN EUROPE exists in particular in the event of a breach of one of the obligations regulated in § 7, insofar as the Distributor does not comply with his obligation to eliminate the breach within the meaning of § 11 paragraph (1) or if, after the elimination of the breach of obligation, the same or a comparable breach occurs again at a later point in time. In case of a breach of the obligations regulated in §§ 8, 9 and 10 (3) and (4), 18 (4) or 19 as well as in case of a particularly serious breach of the obligations regulated in § 7 or other applicable contractual (such as the procedures and guidelines) or statutory law, QN EUROPE is entitled to extraordinary termination without prior warning. Furthermore, there is an extraordinary reason for termination for each party if insolvency proceedings have been opened against the other party, or the opening has been rejected for lack of assets, or the other party is otherwise insolvent, or has made an affidavit of insolvency within the scope of compulsory enforcement. The right to extraordinary termination exists without prejudice to further claims.
(3) Notice of termination must always be given in writing.
(4) Domains which contain the sign “QN EUROPE”, a trademark, a business name or a work title of QN EUROPE in an identical or similar spelling or language may no longer be used after termination of the contract and must be surrendered to QN EUROPE against payment of the costs of the transfer of the domain after a corresponding request.
(5) In the event of premature termination of a contract with a minimum term, there shall be no entitlement to a refund of the fees paid or other services already paid in connection with the Distributor Contract, unless the Distributor has terminated the contract extraordinarily for good cause.
(6) A Distributor may re-register with QN EUROPE through another Sponsor after terminating their old position. The prerequisite is that the termination and the confirmation of the termination by QN EUROPE for the old position of the Distributor lie at least 12 months in the past and the terminating Distributor has not exercised any activity for QN EUROPE during this period.
(7) Upon termination of the contract, the Distributor shall have no right to commission, and in particular no claim to commercial agent compensation, as the Distributor is not a commercial agent within the meaning of the German Commercial Code and comparable law.
(8) Sales aids, goods or other services purchased directly from QN EUROPE within the framework of the distribution partnership, which are unused and resalable, can be sold and returned to QN EUROPE after termination of the distribution partnership in compliance with the following regulation. If the services are resold and returned to QN EUROPE within one month from the date of delivery to the date of receipt of the termination notice, the Distributor will be refunded 100% of the gross costs. Older goods as well as goods as good as new or other services will not be taken back. For goods, the right of repurchase only applies if, in addition to the preceding conditions for reversal – if any – the best-before date is still at least 12 months at the time of return and the goods are unopened. The return shipping costs as well as the costs incurred in connection with the return shipment plus processing costs shall be deducted from the purchase price to be refunded – insofar as any are incurred. Expressly not refundable are the shipping costs, if any, incurred at the time of purchase. In addition, if the Distributor has received remuneration or a commission advance on the reversed purchase and such remuneration is to be refunded, the same shall be deducted from the refunded purchase price. The refund shall – as far as possible – be made in the same payment method and via the same payment medium (e.g. the same credit card or the same bank account) as the payment made by the Distributor, so that the Distributor, by receiving the refund on this payment medium, expressly accepts the fulfilment of the refund and – if the refund is made to a payment medium not attributable to him – he is solely responsible for receiving the refund from the holder of the payment medium. If the distributor wishes to be reimbursed by another payment medium, he must inform QN EUROPE of this in writing at the latest when returning the goods.
(9) If a Distributor simultaneously claims other services from QN EUROPE that are independent of the Distributor Contract, these services shall remain unaffected by the termination of the Distributor Contract in force unless the Distributor also expressly requests their termination with the notice of termination. If the sales partner continues to purchase services from QN EUROPE after the termination of the contract, he will be managed as a normal customer.
§ 17 Disclaimer
(1) QN EUROPE is only liable for damages other than those resulting from injury to life, body and health, if these are based on intentional or grossly negligent actions, or on culpable breach of an essential contractual obligation (e.g. payment of the commission) by QN EUROPE, its employees or vicarious agents. This also applies to damages arising from the breach of obligations during contractual negotiations and from the performance of tortious acts. Any further liability for damages is excluded.
(2) Except for injury to life, body and health or intentional or grossly negligent behaviour of QN EUROPE, its employees or vicarious agents, the liability is limited to the damages typically foreseeable at the time of conclusion of the contract and otherwise to the amount of the average damages typical for the contract. This also applies to indirect damage, in particular loss of profit.
(3) QN EUROPE is not liable for damages of any kind caused by loss of data on computer servers, except in case of gross negligence or wilful misconduct of QN EUROPE, its employees or agents. Stored contents of the sales partners are foreign information for QN EUROPE in the sense of the TMG.
(4) The provisions of the Product Liability Act shall remain unaffected.
§ 18 Transfer of Business / Sponsored Structure to Third Party / Death of Distributor
(1) QN EUROPE may transfer all or part of its business operations or individual assets to third parties at any time. In the event that the Distributor does not agree to the transfer and notifies QN EUROPE thereof without delay, the contractual cooperation shall be terminated on the next possible termination date.
(2) The Distributor is entitled to transfer its distribution structure to its direct or indirect upline (up to 5 levels in height) at the earliest 6 months after conclusion of the contract only after prior written consent by QN EUROPE and submission of the purchase and/or transfer agreement with the third party, as well as the submission of the Distributor Application of the third party to QN EUROPE, unless QN EUROPE has exercised its right of first refusal. The transfer of the distribution structure is only possible to persons who are not distributors with QN EUROPE at the time of the transfer. If a Distributor has been a Distributor of QN EUROPE in the past, the contract must have been terminated for at least 12 months at the time of the transfer. A transfer or purchase of a distribution structure to distribution partners of QN EUROPE, on the other hand, is not permitted. Consent may be withheld by QN EUROPE at its sole discretion, even if it does not exercise its right of first refusal. The Distributor is obliged to notify QN EUROPE in writing of the intended transfer of its distribution structure. QN EUROPE has 15 days after receipt of the written notice to exercise its right of first refusal. If this does not happen, the transfer is permitted under the same conditions of the transfer offer to QN EUROPE, unless there are other important reasons to the contrary. A sale is only possible in the non-terminated relationship. In the event of termination without notice or a breach of these General Terms and Conditions for Distributors, the Distributor’s right to sell its own sales organisation shall lapse as well as in the event that the selling Distributor still owes money to QN EUROPE, insolvency proceedings have been opened against the Distributor or the opening has been rejected for lack of assets, or the Distributor is otherwise insolvent or has submitted an affidavit of insolvency in the course of execution. QN EUROPE charges an administrative fee of €25.00 for processing the above application. The transfer of the distribution structure terminates the contract between the parties.
(3) Insofar as a legal entity or partnership is registered as a distribution partner, a transfer of the distribution structure is only permissible in compliance with the further requirements of this contract.
(4) If a new legal entity or partnership registered as a Distributor wishes to take on a new partner, this is possible up to a maximum of 30% of the shares in the company, provided that the previous partner(s) who applied for the Distributorship also remain partners. If a Partner wishes to withdraw from the legal entity or partnership registered as Distributor or if the shares of one or more Partners in the amount of more than 30% are to be transferred to a third party, this action is only permissible upon corresponding written request, if applicable, under presentation of the corresponding notarial deed and in accordance with the provisions of this Agreement only after prior written consent, which is at the sole discretion of QN EUROPE. QN EUROPE charges an administrative fee of €25.00 for processing the above application. If this requirement is not met, QN EUROPE reserves the right to terminate the contract of the legal entity or partnership registered as a Distributor without notice.
(5) The Distributor Contract shall end at the latest upon the death of the Distributor. The Distributor Agreement may be inherited subject to compliance with the statutory requirements, provided that the Distributor names the heir to QN EUROPE during his or her lifetime. In principle, a new Distributor Agreement must then be concluded with the heir(s) within 6 months, by which he/she/they enters into the rights and obligations of the deceased. The death must be documented by a death certificate. If there is a will regarding the inheritance of the Distributorship Agreement, a notarised copy of the will must be provided. After the expiry of the six-month period, all rights and obligations arising from the contract shall be transferred to QN EUROPE. Exceptionally, the six-month period is extended by a reasonable length if it is disproportionately short for the heir(s) in the individual case. If no heir is named during the lifetime, inheritance is not possible and the contract ends upon death. Further contractual conditions in this regard can be found under clause 9.01 of the Procedures and Guidelines.
§ 19 Separation / Dissolution
In the event that a Distributor registered as a married couple/registered partnership, legal entity or partnership terminates its partnership internally, only one Distributor position shall remain even after the separation, dissolution or other termination of one of the aforementioned partnerships. The separating members/shareholders shall agree internally by which member/shareholders the Distributorship shall be continued and notify QN EUROPE thereof by a written notice signed by both parties and certified by a notary public or by submitting an appropriate court order. In the event of an internal dispute regarding the consequences of separation, divorce, dissolution, or other termination with respect to the Distributorship with QN EUROPE, QN EUROPE reserves the right of extraordinary termination if such dispute results in a neglect of the Distributor’s duties, a breach of these General Distributor Terms and Conditions, a violation of applicable law, or an unreasonable burden on the downline or upline.
§ 20 Consent to the use of photographic and audiovisual material, use of recordings of materials and presentations
(1) The Distributor grants QN EUROPE, free of charge, the right to capture or perform photographic and/or audio-visual material with his likeness, voice recordings or statements and quotes from him in the context of his function as Distributor. In this respect, by signing the Distributor Application and taking note of these General Distributor and Delivery Conditions, the Distributor expressly consents to the publication, use, reproduction and modification of its quotations, recordings or recordings.
(2) The Distributor is not permitted to make audio, video or other recordings of QN EUROPE sponsored events, conference calls, speeches or meetings for the purpose of sales, personal or business use. A Distributor may also not record, make or compile audio or video presentations or recordings of QN EUROPE events, speeches, conference calls or meetings without QN EUROPE’s prior written consent.
§ 21 Privacy
(1) The observance of and compliance with the applicable data protection regulations and requirements is of fundamental importance to QN EUROPE. When handling and using personal data, care must therefore be taken to ensure that this is done in a way that excludes any impairment or infringement of the data protection and personal rights of the persons concerned.
(2) When processing personal data, the sales partner is obliged to observe and comply with the applicable provisions of data protection law (in particular the German Data Protection Regulation, “DS-GVO” and the German Federal Data Protection Act, “BDSG”). The sales partner is further obliged to observe and comply with the data protection rules and regulations of QN EUROPE (in particular the data protection guidelines and data protection processes).
(3) The Distributor shall also be obliged to provide the data subjects for whom it is responsible (in particular customers, downline) with the information to be provided pursuant to Articles 13, 14 DS-GVO and to document this appropriately. Upon request, he has to provide QN EUROPE with the corresponding documentation.
(4) The Distributor is further obliged to carefully document and keep or store consents given to it by data subjects and to make them available to QN EUROPE upon request.
(5) The Distributor shall implement and maintain appropriate technical and organisational measures to protect personal data it processes or uses against destruction, loss, alteration and unauthorised disclosure or access, and to maintain the confidentiality and integrity of such data.
(6) In case of ambiguities or doubts regarding the data protection obligations or the permissibility of the data processing, the Distributor shall seek expert advice and consult with QN EUROPE on how to proceed.
§ 22 Limitation
The claims arising from this contractual relationship shall become statute-barred 6 months after the date on which the claim in question is due and the claimant is aware of the circumstances giving rise to his claim or if his ignorance of these circumstances is due to gross negligence. This shall be without prejudice to any statutory provisions which mandatorily provide for a longer limitation period.
§ 23 Voluntary contractual revocation instruction
You are registering with QN EUROPE as an entrepreneur and not as a consumer, so you do not have a legal right of withdrawal. Nevertheless, QN EUROPE grants you the following voluntary 30-day contractual right of withdrawal.
Voluntary right of withdrawal
You may revoke your contractual declaration in text form (by letter or e-mail) within 30 days without stating reasons to the address or e-mail address stated in § 1. The period begins with the submission of the application for the distribution partnership. The timely dispatch (date of the postmark/the e-mail) of the revocation or the demonstration sets is sufficient to comply with the revocation period.
Consequences of withdrawal:
After your cancellation, you may return all goods purchased as a distributor to QN EUROPE for a refund of the full payments made for them.
A Distributor may re-register with QN EUROPE through another Sponsor after revoking their old position. The prerequisite is that the revocation for the old position of the Distributor dates back at least 12 months and that the revoking Distributor has not performed any activities for QN EUROPE during this period.
§ 24 Applicable law/ Deviating place of jurisdiction
(1) Irish law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Mandatory provisions of the state in which the distributor has his habitual residence shall remain unaffected.
(2) The place of jurisdiction and the place of performance is the registered office of QN EUROPE. Mandatory provisions of the state in which the distributor has his habitual residence shall remain unaffected.
§ 25 Final Provisions / Priority of the German Language
(1) QN EUROPE ist zu einer Änderung dieses Vertrages (Marketing Service Agreements), dieser Allgemeinen Vertragsbedingungen, Richtlinien und Verfahren (policies und procedures), und/oder des Vergütungsplans berechtigt, sofern dies aus wirtschaftlichen Gründen oder rechtlichen Änderungen erforderlich ist. QN EUROPE will announce changes with a notice period of at least two months before the change comes into effect, specifically naming the future contract change in the Distributor’s back office. The Distributor has the right to object to the amendment or to terminate the contract in text form without observing a notice period as of the effective date of the amendment. In the event of an objection, QN EUROPE is entitled to terminate the contract without notice. If the Distributor does not terminate the contract or does not object to the change before the change comes into force, the changes will come into force from the date stated in the change notice. QN EUROPE is obliged to inform the Distributor of the significance of its silence in the change notification made in the back office.
(2) In all other respects, amendments or supplements to these General Terms and Conditions for Distributors must be made in writing. This also applies to the waiver of the written form requirement.
(3) If these General Distributor 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 Distributor Terms and Conditions, the German version shall always prevail.