Business Conditions/GTC for team partners (TP) of the hajoona Vertriebs GmbH
Code of Conduct for Freelance hajoona Team Partners (hereinafter referred to as TP)
As a freelance TP I warrant
- That while working as a hajoona TP, I will be consistently cordial, respectful, honest and fair and that by working for hajoona, I will contribute to hajoona’s favorable reputation;
- That I will meet my respective management responsibilities, if applicable, as a TP up line member / sponsor of my sales organization (down line) through training activities, provision of support and other TP assistance;
- That I will acknowledge the relationship of any TP with his or her up line within the hajoona organization and that I will not intervene in the former or change it;
- That I will not make or express any disrespectful or false claims about any hajoona TP;
- That I will comply with the corporate directives of hajoona not only in every sense of the word, but also as far as hajoona’s philosophy is concerned;
- That I will not make any claims related to hajoona products that do not appear in hajaona’s official publications;
- That I will not falsely depict the potential incomes that can be earned according to the compensation plan;
- That I shall not engage in any fraudulent or illegal acts;
- That I will not spread negative stories about other companies with the aim to solicit their TPs as TPs for hajoona.
§ 1. Scope of Applicability/ Definitions
(1) The following General Terms and Conditions shall be integral components of all Team Partner Agreements between the hajoona GmbH, Heinrich-Fuchs-Straße 94-96, 69126 Heidelberg, Germany, represented by its general managers, Mrs. Daniela Lipgens and Mr. Dirk Jakob, both business domiciled at the aforementioned address (hereinafter referred to as “hajoona”) and the respective freelance, self-employed TP .
(2) hajoona shall render its services exclusively on the basis of these TP General Terms and Conditions.
(3) These TP General Terms and Conditions and the Compensation Plan, which the TP has received for his/her information and has understood and accepted as legally binding, shall be the basis for the Agreement executed between hajoona GmbH and the respective TP.
§ 2. Team Partner Agreement / Subject Matter of the Agreement / Lump Sum Administration Fee
(1) hajoona is an innovative enterprise that distributes high end nutritional products (hereinafter called “merchandise”) in German and other countries through a network of Team Partners. Contracts may be entered into with legal entities, partnerships or natural persons, who or whose individuals in charge are at least 18 years of age and who are entrepreneurs. The execution of contracts with consumers shall not be possible. Each natural or legal entity shall be solely eligible for the acquisition of a position within hajoona’s distribution structure. hajoona reserves the right to reject any team partner applications at its own discretion without providing any grounds for the decision.
(2) It shall be the aim of the TP to resell merchandise on behalf of hajoona in such a manner that the resale of this merchandise is the foundation of the TP’s business albeit he/she shall be under no obligation to procure merchandise. By entering into the team partner contract, the TP shall receive the right to acquire merchandise from the Company at the wholesale prices stipulated in the compensation plan. Merchandise offered as part of the hajoona product portfolio shall be purchased directly from hajoona only. The procurement of merchandise from and between TPs or other manufacturers shall not be permitted. Violations of this provision shall entitle hajoona to terminate the Agreement with immediate effect. In compensation for the resale work, the TP shall receive a respective margin arising from the purchase and sales prices of every successful resale transaction. Anyone may register with hajoona to become a TP. The aforementioned distribution activity shall not be contingent upon the solicitation of other TPs. Moreover, this work also does not require the TP to make any other financial contributions beyond the registration fees or to purchase a minimum volume of merchandise from hajoona. Registration is the only requirement.
(3) Moreover, TPs shall have the right, but shall be under no obligation, to solicit other TPs. In compensation for solicitations, the TP, provided the required qualification is attained, shall receive a commission on the merchandise sales generated by the solicited TP. However, it is hajoona’s explicit policy not to pay commissions on the actual solicitation of TPs. The commission to be paid and its disbursement method shall be governed by the compensation plan in effect at the time..
(4) For the start and performance of his/her activities, hajoona shall grant the TP a right to use an online back office, which shall enable the TP to gain up-to-date and comprehensive overviews of his/her revenues, commissions and TP down line developments. This licensing right shall be a simple licensing right pertaining to the concrete back office, which shall not be transferable. The TP shall not be authorized to alter, edit or otherwise re-arrange the back office. The TP shall also have no sub-licensing privileges. For the granting of the licensing right and the maintenance of the back office (including the making of updates and upgrades) hajoona shall charge an annual software licensing fee of EUR 39.00 including applicable value added tax. The fee shall be payable in advance and shall be debited to either your bank account via the SEPA debiting process or to your credit card, depending on the payment method you choose.
§ 3 Status of the TP as an Entrepreneur
(1) The TP shall do business as an independent and self-employed entrepreneur. To that end, the Parties mutually presume that the TP shall initially work in this field as a secondary business. He or she shall neither be an employee, independent sales representative or broker of hajoona. The TP shall not be subject to any sales goals, purchasing or other work obligations. With the exceptions of the contractual obligations, the TP shall not be subject to any instructions given by hajoona and shall assume the complete entrepreneurial risk for his or her business activities, including the obligation to pay all of his or her business expenses and the proper payment of TP’s employees, provided the TP employs any staff. The TP shall set up his or her business as a professional merchant and shall operate it accordingly, which shall also include the maintaining of a dedicated office or workstation managed by a professional merchant.
(3) As an independent entrepreneur, the TP shall be liable for compliance with the applicable statutory mandates, including the making of tax payments and social security contributions (e.g. obtaining of a value added tax identification number or registration of any employees with the social security office, as well as the obtaining of a business license, if required or the application for a mobile business license, if required. To that end, the TP warrants that he or she, at his or her business domicile, shall pay the appropriate taxes on all commissions earned that are generated as a result of the work he or she does for hajoona. hajoona reserves the right to deduct the respective amount for taxes and contributions or to demand compensation for damages or costs incurred that hajoona has to pay because of a breach of the aforementioned terms, except in cases where the TP is not responsible for the damages or expenses. hajoona shall not pay any social security contributions on behalf of the TP. The TP does not have the authority to make declarations on behalf of or enter into commitments in the name of hajoona.
§ 4 Compensation, Payment and Commission Disbursement Terms
(1) Subject to attainment of the respective qualifications, the TP shall receive commissions and other remuneration for his or her work, which can be derived from the hajoona compensation plan along with the respective qualification mandates. All commission eligibility requirements can be derived from the respective effective compensation plan the TP may access in the back office and which may be reviewed in the back office. Upon payment of the compensation, all of TP’s costs for the maintenance and performance of his or her business shall be paid as well, unless separate contractual agreements to that effect have been made.
(2) Any compensation paid as defined in (1) shall initially be considered advance commission payments equaling 100% of the commission paid. If, upon closing of the brokered business, the transaction should be canceled or if a down line TP of a sponsor should return the pre-commissioned merchandise to hajoona in conjunction with the merchandise return options set forth in these TP General Terms and Conditions, hajoona shall charge the TP’s commission account for the advance commission paid on the sale, which the TP received in conjunction with his or her sales activities related to this merchandise or these services.
(3) hajoona reserves the right to ask the TP, or if the registration has been made by a legal entity or partnership, the former, to verify his, her or its identity once prior to the disbursement of the first commission or the provision of merchandise or services. Proof of identity shall e.g. be possible by presenting a copy of the personal identification card, passport or German residency title. It shall be submitted within 2 weeks after the request to do so has been received. The TP shall furthermore be required to prove to hajoona that TP is in possession of a business license by presenting the respective business license if his or her average monthly commission entitlement exceeded EUR 1,500 a month on average for the past 6 months. This request shall be honored within 2 weeks after its receipt.
(4) hajoona shall settle all commission entitlements on a monthly basis. The TP shall notify hajoona of any erroneous compensation paid or excessive advance payments on commissions in writing within 60 days after the erroneous payment or commission payment compensation has been made. After this date, the compensation or commission advance payments or other disbursements shall be considered approved.
(5) The commission payments shall be made net excluding value added tax, unless the TP notifies hajoona in writing and provides information on his/her current value added tax ID and also presents a confirmation from the internal revenue service office in charge of his/her tax account indicating that he/she is an entrepreneur eligible for advance tax deductions pursuant to the German Tax Code.
(6) Commissions and bonuses due to the TP – unless a different account has been expressly accepted by hajoona separately and in writing – may only be disbursed to accounts in the TP’s name or in the name of TP’s partnership business or legal entity, provided they are in a legal relationship with hajoona. Disbursements to third party accounts or to a bank in a state outside the state where the partner is registered cannot be transacted. Disbursements shall be made in monthly intervals.
(7) hajoona shall have withholding options within the scope of the statutory provisions. Moreover, hajoona shall have the right to exercise the right to withhold with regard to the disbursement of commissions if the TP fails to provide all documents required by law and the provisions of the contract prior to the first disbursement (e.g. business license). In the event that the right to withhold should be exercised by hajoona, it shall be deemed agreed upon that the TP shall not be entitled to any interest for the time period the commission is withheld.
(8) If the TP should lose his/her status as an active TP as defined in the compensation plan, the commission entitlement for this time frame shall be null and void, if the compensation plan stipulations that commission entitlements are contingent upon a special qualification. The TP shall be in a position to reacquire the active TP status by re-attaining the respective qualification status for the future.
(9) hajoona shall have the right to offset any accounts receivable due to it from the TP against the TP’s commission entitlements as a whole or in part. The TP shall have the right to offset receivables of his/her own if his/her demands are undisputed or have been found legally final by a court of law.
(10) Assignments or attachments of TP’s entitlements from the team partner contracts shall not be possible, unless such an exclusion is in conflict with mandatory applicable laws. The attachment of third party rights to the contract shall not be permitted unless this prohibition is in conflict with mandatory applicable laws.
(11) Compensation amounts or advances on commissions that total less than EUR 6.00 shall not be disbursed. In the event that the minimum disbursement amount should not be reached, the commission entitlements shall be carried forward in the business account hajoona maintains for the TP and shall be disbursed in the subsequent month or later upon attainment of the minimum disbursement amount. In the event that the contractual relationship should be determined, the balance shall be disbursed to the TP regardless of whether the minimum amount has been reached. The TP shall not be entitled to interest for the period the compensation entitlement or any other payments are withheld.
§ 5 TP’s Promotional and General Obligations
(1) The TP shall undertake to protect his/her personal passwords and login information from third party access.
(2) TP shall not be permitted to infringe upon the rights or the property (including the technical infrastructure) of hajoona, its TPs, affiliated companies or other third parties while performing the work. TP shall also not be permitted to harass any third parties or to violate any other applicable laws. In particular, the TP shall not be permitted to make false or misleading statements about hajoona’s products or the distribution system as such. The TP shall make only such statements in conjunction with his/her sales activities and structural work about hajoona assortment merchandise and the hajoona distribution system that in terms of content comply with the instructions found in the hajoona advertising and information material. Moreover, the misuse or performance of illegal acts, such as the use of unapproved or unfair advertising (e.g. statements about healing qualities related to the products or health related product statements) shall be strictly prohibited.
(3) The sending of unsolicited promotional e-mails, advertising messages on social media, advertising faxes or promotional SMS (spam) shall also be prohibited.
(4) hajoona shall make available to its TPs professional websites, which can be separately ordered through a third party provider. Only hajoona GmbH shall be permitted to use links to the top-level domain names (e.g. hajoona-info.de, etc.) to ensure that competitive advantages within the team partnership are averted. On the TP’s own pages, he or she shall be permitted to use the complimentary advertising banners that can be found in the TP section. hajoona does welcome the integration of these banners on the TP’s own website to generate a link to the official websites. The TP’s own website also have to comply with the additional guidelines imposed by hajoona for the creation of own websites, which can be found in the back office of the TP. The use, production and distribution of own sales literature, product brochures, product labels and other media and promotional materials produced in-house by the TP shall not be permitted. In the event that the TP should promote hajoona’s services on other Internet media such as social networks (e.g. Facebook, Instagram), online blogs or chat rooms, he or she shall be permitted to only use the official hajoona advertising statements. Moreover, when advertising on other Internet media, the TP shall expressly point out that hisher publications are not official advertising or Internet presentations of hajoona.
(5) Advertising in electronic and mass media shall be permitted only subject to certain restrictions. In the absence of hajoona’s prior written approval, the TP shall not conduct advertising on TV, cable TV, the radio, in newspaper or other forms of mass media for hajoona products. hajoona may withhold its approval at its own free discretion without providing any grounds for its decision.
(6) Within the scope of applicable laws, hajoona’s merchandise may be presented and brokered or sold face-to-face to business partners, at home parties or events or in online webinars by the TP; however, this provision may be revoked at any time.
(7) hajoona merchandise may be sold through brick and mortar retail stores, such as pharmacies, fitness and nail studios, natural food stores and other comparable owner operated retail stores. hajoona merchandise may explicitly NOT be sold through large brick and mortar retail stores or chains (such as supermarket chains or fuel station chains). Special promotions at tradeshows or in stores shall always be subject to hajoona’s prior written consent. To obtain this approval, the TP shall provide an exact description of the planned special promotions, such as resources to be used, duration, type and scope of the respective promotion in writing, which shall be reviewed and approved. Breaches of this provision may result in the interruption of ongoing promotions.
(8) Merchandise shall not be offered at auctions, public flea markets, exchange websites, in department stores, via Internet retail sites such as eBay, Amazon, YouTube or similar sales platforms.
(9) The TP shall undertake to identify himself/herself as an “Independent hajoona TP” in all business transactions. Websites, letterhead, business cards, labeling on cars as well as classified ads and the like shall always be tagged with the statement “Independent hajoona TP.”
(10) Moreover, the TP shall not be permitted to guarantee income in promotional activities or to post commission checks to document his/her own success or the success of a third party and similar promotional tools. TPs shall not be permitted to claim that the compensation plan or the products offered by hajoona have been approved by any government agency or receive support from such agencies.
(11) The TP shall also not be permitted to apply for or take out loans, spend money, enter into obligations, open bank accounts, execute contracts or make any other declarations of intent in the name of hajoona or in the interest of the Company.
(12) In business interactions, the TP shall not be permitted to mention competitive companies in a negative manner, to degrade them or mention them in other way that is in conflict with pertinent or that presents company in a negative or degrading light.
(13) All hajoona presentation, advertising, training and film material, etc. (including photographs) is copyright protected. The TP may not duplicate, distribute, make publically accessible, modify or edit this material outside of the contractually granted licensing right in the absence of hajoona’s express written consent; neither in part, nor in its entirety, in the form of excerpts.
(14) The use (or alteration) of the hajoona logo, one of its registered brands, product names, working titles or business designations beyond the official advertising materials made expressly available to the TP, shall be permitted only with the express written consent of hajoona. In particular, the TP shall not be permitted to use identical, similar or modified formats of the registered brands, the hajoona logo, its product names, working titles and business designations as part of the company name, the e-mail address or in telephone directory and industry address books, etc. The same shall apply to the URL (Universal Resource Locator = web address) and any domain or sub-domain names of a website. hajoona may prohibit the use of domain names, if they could be mistaken as the official hajoona GmbH website or if it is conflict with good faith in any other way.
(15) Moreover, the registration of own brands, working titles and other intellectual property rights that contain a protected brand registered in a different country/territory or otherwise protected brand, product name, working title or business designation of hajoona, shall be prohibited. This ban shall also apply to identical and similar trademarks or merchandise.
(16) The TP shall not be authorized to respond to press inquiries about hajoona, its services, the hajoona compensation plan or other hajoona services. The TP shall undertake to promptly pass on all press inquires to hajoona. Incidentally, the TP shall make public statements concerning hajoona (e.g. on TV, on the radio, in online forums) and its merchandise as well as the hajoona distribution system only upon hajoona’s prior written consent.
(17) The TP shall be permitted to promote and distribute hajoona services or solicit new TPs only in such countries to which hajoona makes official deliveries.
(18) The TP shall report the venue, time and content of promotional events that target the broad public (i.e. events or occasions attended by at least 300 participants) to hajoona’s executive management and the respective event planning system provided by hajoona in a timely manner prior to the publication of the invitation. hajoona shall have the option to demand changes or the cancelation of the event if this is in the interest of the company or necessary in the interest of the hajoona sales organization and its members.
(19) hajoona shall allow the TP as a natural person to acquire goods for his/her own personal use or the use of family members. Under no circumstances the TP may cause family members or, other TPs to acquire larger amounts of goods for personal consumption that exceed the personal needs within his/her household to a large, disproportionate degree. By placing a new order for merchandise, the TP warrants that at least 0% of the previous delivery of goods have been consumed for his/her own needs. Moreover, the TP may not acquire more goods directly or through third parties than he/she could consume within a month based on a reasonable assessment.
(20) Upon termination of his/her previous position, a TP shall have the option to re-register with hajoona. This shall be contingent upon the termination and the confirmation of the termination by hajoona for the TP’s previous position having occurred at least 6 months earlier and upon the terminating TP not having conducted any activities for hajoona during that time period.
(21) The TP shall never be permitted to sell any marketing and/or sales documents of his/her own to other hajoona TPs or to distribute the former in any other way.
(22) The use of fee-based phone numbers of the marketing of the activities or products of hajoona shall not be permitted. The TP shall not accept phone calls and answer them in such a manner that the caller might be under the impression that he has reached the business domicle or an office of the hajoona company.
(23) The TP shall accept the ordered merchandise and shall provide his/her proper address for the delivery. For any incident of TP caused returns of a merchandise shipment, hajoona shall have the right to charge the TP a reasonable processing fee in the amount of EUR 4.20 plus the return shipping costs in an amount of usually EUR 4.00. The processing fee and the return shipping costs shall be deducted from the TP’s next commission payment, if this is possible.
§ 6 Non-Compete Provision / Solicitation / Sale of Third Party Products and Services
(1) TPs shall not be permitted to sell or promote products from companies that are competitors of hajoona or that sell their goods through network marketing sales channels. TPs shall also not be permitted to acquire stakes in or establish such companies.
(2) The statements in Section 1 notwithstanding, the TP shall not be permitted to sell the products or goods to other hajoona TPs.
(3) If the TP should be working for multiple companies simultaneously, TP shall undertake to approach the respective activity (besides his own respective down line) in such a manner that his work is not linked or intermingled with the work for the other company. In particular, the TP shall not sell any products besides hajoona products at the same time at the same location or in the immediate geographic vicinity or on the same website, Facebook page or other social media platform or Internet platform.
(4) Furthermore, the TP shall not be permitted to solicit other hajoona TPs for the sale of other products.
(5) Moreover, the TP shall not be permitted to breach any other TP contracts or other sales contracts he or she has entered into with other companies and the clauses of which are still in effect, by entering into a Team Partner Agreement.
(6) If the TP should engage in business activities for another company besides his activities for hajoona, the TP shall undertake to report the activity and the name of the other company to hajoona.
§ 7 Confidentiality
(1) The TP shall keep strictly confidential any and all business and company secrets of hajoona and shall also not disclose its structure. Business and company secrets shall comprise in particular also information on the down line activities and the information contained therein, the TP and contract partner data as well as information about business relationship of hajoona and its affiliated companies with its providers, manufacturers and suppliers. This obligation shall survive the termination of the team partnership agreement.
§ 8 Team Partner Protection / Cross Line Sponsoring / Bonus Manipulation
(1) Every active TP who brings on board a new TP for the first time to handle the distribution of hajoona merchandise, shall be assigned the new TP in compliance with the compensation plan and the placement provisions it contains (team partner protection), whereby the date and time of the receipt of the registration from the new TP by hajoona shall determine the allocation. It shall not be possible to modify the “placement position” of a newly sponsored TP.
(2) Moreover, any cross line sponsoring and any attempts of doing so within the Company shall be prohibited. Cross line sponsoring is the soliciting of a natural or legal entity or partnership that already holds a TP position with hajoona in a different distribution line or that had a team partnership contract in the past 6 months. To that end, it shall also be prohibited to use the name of a spouse, relative, trade name, for-profit company name, partnership name, a trust or any third party name to bypass this provision.
(3) Bonus manipulations are prohibited. They include in particular the sponsoring of TPs who do not actually engage in the hajoona business (e.g. straw mean), as well as the open or concealed filing of multiple registrations, if this is prohibited. To that end, it shall also be prohibited to use the name of a spouse, relative, trade name, for-profit company name, partnership name, a trust or any third party name to bypass this provision. Furthermore, it is prohibited to prompt third parties to sell or purchase merchandise with the aim of attaining a more favorable position in the compensation plan, to manipulate the group bonus or attain any other bonus manipulation.
(4) The TP shall not be entitled to the protection of his/her territory.
§ 9 Warning Notice, Contractual Penalty, Compensation for Damages, Indemnification Against Liability
(1) TP’s first infraction against the obligations set forth in § 5 shall result in a written warning notice sent by hajoona, in which hajoona shall set a 10-day remedial period for the elimination of the breach of duty. The TP shall undertake to reimburse the reminder notice costs, in particular the attorney’s fees incurred for sending the warning notice.
(2) Express emphasis is hereby place on § 11 Section (2), according to which hajoona in the event of any breach of the obligations governed by §§ 6, 7 and 8 (2) as well as (3) and also in the event of a particularly grave breach of the obligations governed by § 5 , any other applicable contractual or statutory provision, has the right to terminate extraordinarily without prior warning; however, which also enables hajoona, at its own discretion to also take the measures set forth in § 9 (1) in the event of a first breach of duty. The immediate extraordinary right to terminate pursuant to § 11 Section (2) notwithstanding, hajoona shall, at its own discretion, in the event that any of the aforementioned breaches of duty should occur, have the right to also issue, prior to the issuance of an extraordinary termination notice, a warning notice as defined in Section (1) with an abbreviated remedial period.
(3) If after the expiration of the remedial period set in the warning notice, the same or a fundamentally identical violation should occur, or if the originally cited violation should not be remedied, a contractual penalty that is reasonable based on hajoona’s discretion and in the event of a dispute, subject to a review by the competent court of law, shall be due immediately. Additional attorney’s fees shall be incurred for the claiming of the contractual penalty and the TP shall be liable for the reimbursement of these fees.
(4) The contractual penalty incurred notwithstanding, the TP shall also assume liability for all damages hajoona sustains as a result of any breach of duty pursuant to §§ 5, -7 and 8 (2) as well as (3) , unless the TP should not be responsible for the breach of duty.
(5) The TP shall indemnify hajoona upon hajoona’s first request against any liability for any cases in which hajoona is targeted by a third party because of a violation of the obligations governed by §§ 5, -7 and 8 (2) as well as (3) by the TP or any other violation of applicable laws by the TP. In particular, the TP shall undertake to absorb any and all costs, in particular attorney’s fees, court costs and damage compensation expenses occurred by hajoona in this context.
§ 10 Banning of the TP
(1) In the event that the TP should fail to provide the requested documentation (e.g. proof of identity) within 30 days since the TP’s registration and/or becoming aware of the requirements for the disbursement of compensation or advances on commissions or any other payments, hajoona shall have the right to temporarily ban the TP from the hajoona system until the documentation required by law has been provided. The same shall also apply in the event that the deadline defined in § 10 (3) should expire without producing results. The time period of a ban shall not entitle the TP to terminate extraordinarily and shall not establish grounds for a refund entitlement for the already paid software licensing fee nor any other compensation for damages unless the TP is not responsible for the ban.
(2) For each incident that requires hajoona to send reminders about documentation not provided as described in (1) that occurs after the TP has been banned, hajoona shall be entitled to reimbursement of the costs incurred for these reminder notices.
(3) Compensation payments or advances on commissions or other payments that cannot be disbursed for the reasons outlined above, shall be posted in a non-interest bearing deferral account by hajoona and shall be subject to the statute of limitations required by law.
(4) The grounds for a ban set forth in Section (1) notwithstanding, hajoona reserves the right to impose a ban for all important grounds. In particular, hajoona reserves the right to block the TPs access without observing a prior notice period if the TP violates the obligations set forth in §§ 5, -7 and 8 (2) as well as (3) gor any other applicable laws or if any important grounds arise and the TP does not remedy the respective breach of duty in response to a warning notice from hajoona within the time period set forth in § 5 or of the breach of duty entitles hajoona to terminate extraordinarily.
§ 11 Term and Termination of the Agreement and Consequences of Termination / Right to Return
(1) The Team Partner Agreement shall be in effect for a period of 12 months and may be regularly terminated by the TP also during this contractual term at any time subject to an advance notice period of 30 days. Upon payment of the software licensing fee, the Agreement shall be prolonged automatically by another 12 months. If the TP, despite having received pertinent payment reminders from hajoona should fail to pay the software licensing fee within 30 days after receipt of the payment request, the Agreement shall transition to the “passive contractual phase,” during which the TP shall not be entitled to commission payments.
At that point, the TP shall have a period of 12 months after the end of the term of the Agreement to prolong the Agreement, whereby, should the Agreement be extended, the TP shall not become eligible for commission payments again until the prolongation is activated for the future. If the Agreement should not be prolonged during this time frame, the Agreement shall be terminated automatically upon expiration of said time period.
(2) The grounds for termination in (1) notwithstanding, both Parties shall have the right to extraordinarily terminate the Team Partner Agreement for important grounds. Important grounds for termination by hajoona shall in particular arise in the event of a violation of the obligations governed by § 5, if the TP should fail to meet his/her remedial obligations set forth in § 9 Section (1) in due time or if upon remedying the breach of duty, the same or equivalent violation occurs again at a later point in time. Grounds for extraordinary termination shall also exist in the event of a breach of § 11 (3), if the TP, even after a further remedial period has been granted, fails to provide the required evidence. In the event of a violation of the obligations set forth in §§ 6, 7 and 8 (3) as well as (4), as well as any particularly grave violation of the contractual or legal provisions set forth in § 7 or any other contractual or legislative provision, hajoona shall have the right to terminate extraordinarily without first sending a warning notice. Moreover, extraordinary grounds for termination shall also arise for both Parties, if the respective other Party becomes the target of an initiated insolvency proceeding or if the initiation of such proceedings was denied due to lack of funds or if the other party becomes insolvent, or has entered a disposition of indigence in conjunction with court enforced collection proceedings. The right to terminate extraordinarily shall be in effect without prejudice to any other entitlements.
(4) In the event of the premature termination of a contract with a minimum term, the Parties shall not be entitled to the reimbursement of any fees or other services already paid for, which were paid on conjunction with the Team Partner Agreement, unless the TP has terminated the Agreement extraordinarily due to important grounds.
(5) After termination of his/her previous position, A TP may have a different sponsor re-register the TP. This shall be subject to the condition that the termination notice and the confirmation of the termination by hajoona of the previous position date back at least 6 months and that the terminating TP did not perform any activities for hajoona during this time frame.
(6) Upon termination of the Agreement, the TP shall not be entitled to any commission payments, nor any compensation due to an independent sales representative since the TP is not an independent sales representative as defined in the German Commercial Code.
(7) Any TP who terminates his or her assignment may return any merchandise ordered and received during the final four weeks before the termination date if the goods and their packaging are unsold , unopened and not empty.
The TP shall list the goods he/she intends to return individually and shall hand over this list along with the purchase documentation to hajoona. Upon approval of the reimbursement by the hajoona GmbH, the TP shall receive a refund for the original purchase price minus any bonuses paid, including those paid to TPs in superior ranks and minus a lump sum processing fee of 15% of the purchase price. The goods and packaging have to be in perfect unopened condition. Any other cost-based services provided by hajoona, such as point of sale supplies, training expenses or admission tickets cannot be returned.
(8)If a TP uses hajoona services that are not contingent upon the Team Partner Agreement simultaneously with the former, these services shall not be affected by the termination of the Team Partner Agreement. If the TP should continue to acquire services from hajoona after the termination of the Agreement, the TP shall be treated as a regular customer.
§ 12 Transfer of the Business Operation / The Sponsored Structure to Third Parties / Death of the TP
(1) hajoona shall have the option to transfer its entire or part of its business operation to third parties at any time. In the event that the TP should not agree with such a transfer and provided the TP promptly notifies hajoona, the contractual cooperation shall be terminated as of the next possible termination date.
(2) At the earliest 6 months after the prior written consent of hajoona has been obtained and the purchase and/or transfer agreement with a third party has been submitted along with the team partner application of said third party to hajoona, the TP shall have the right to transfer his or her distribution structure to a third party, provided hajoona has not exercised the prior purchase right it is entitled to. Such transfers of the distribution structure shall only be possible to individuals who are not TPs of hajoona at the time of the transfer. If a TP was a hajoona TP in the past, the Agreement has to have expired for at least 6 months at the time of the transfer. However, a transfer to or purchase of a distribution structure by a hajoona TP shall not be permitted. Consent to such arrangements may be denied by hajoona at its own discretion even if it did not exercise its priority purchase rights. The TP shall undertake to notify hajoona of the intended transfer in writing. Upon receipt of the written notification, hajoona shall have 15 days to exercise its priority purchase right. If it should not do so, the transfer shall be permissible at the same terms cited in the transfer offer made to hajoona, unless this would be in conflict with other important grounds. A sale shall be possible only while the Agreement has not been terminated. In the event of termination with immediate effect or a violation of these TP General Terms and Conditions, TP’s right to sell his/her own distribution organization shall be void just like it is in the event that the selling TP still owes money to hajoona, if the TP is the target of initiated insolvency proceedings or if the initiation of insolvency proceedings was denied due to lack of funds or if the TP is insolvent or has entered a disposition of indigence in conjunction with court enforced collection proceedings. For the processing of the aforementioned application, hajoona shall charge an administration fee of EUR 25.00. The transfer of the distribution structure shall result in the termination of the Agreement between the Parties.
(3) If a legal entity or a partnership is registered as the TP, the transfer of the distribution structure shall be possible only subject to compliance with additional provisions set forth in this Agreement.
(4) If a legal entity or partnership that has been newly registered as a TP should plan to add a new partner or shareholder, this shall be possible only subject to hajoona’s prior written consent, which hajoona shall grant or deny at its own discretion. For the processing of the aforementioned application, hajoona shall charge an administrative fee of EUR 25.00. If this requirement should not be met, hajoona reserves the right to extraordinarily terminate the Agreement of the legal entity or partnership registered as a TP.
(5) The Team Partner Agreement shall end at the latest upon the TP’s death. In compliance with the statutory requirement, the Team Partner Agreement may be made part of an estate. Principally, a new Team Partner Agreement will have to be made with the heirs within 6 months, by way of which the heirs will enter into the rights and obligations of the testator. The death of the TP shall be documented through the presentation of a death certificate. If a last will and testament concerning the bequeathing of the Team Partner Agreement should exist, a notarized copy of the last will and testament shall be presented. Upon unproductive passing of the six-month-period, all rights and obligations arising from the Agreement shall be transferred to hajoona. In exceptional cases, the six-month-period shall be extended by a reasonable amount of time if it is unreasonably short for the heirs in exceptional cases.
§ 13 Exclusion of Liability
(1) For any damages other than those caused by the loss of life, personal injury or health damages, hajoona shall assume liability only if the damages are the result of intentional or grossly negligent acts or the culpable violation of a cardinal contractual duty (e.g. payment of the commission) by hajoona, its employees or agents. This shall also apply to damages arising from the breach of duties during contractual negotiations as the commission of illegal acts. Any further liability for damage compensation shall be excluded.
(2) For any damages other than those caused by the loss of life, personal injury or health damages, hajoona shall assume liability only if the damages are the result of intentional or grossly negligent acts by hajoona, its employees or agents only up to the amount of damages foreseeable as typical at the time the Agreement was executed and otherwise only to the amount of the contract typical average damages. This shall also apply to indirect damages, in particular lost profits.
(3) For damages of any kind resulting from data losses on computer servers, hajoona shall not assume any liability unless in cases of grossly negligent or intentional culpability of hajoona, its employees or agents. Saved content of the TP shall be considered third party information by hajoona as defined in the TMG.
(4) The above shall be without prejudice to the provisions of the Product Liability Act.
§ 14 Data Privacy
(1) The Data Privacy Declaration of hajoona is set forth below.
(2) You do have the option to visit our website anonymously, although your Internet browser will communicate the following data to our web server by default: The date and time of access, the sender IP address,the requested resource, the http method as well as the http user agent header. Our web server will, however, store this data separately from other data so that any cross referencing of this data to a specific person at our end will not be possible. After an anonymous analysis for statistical purpose, this data is deleted right away.
(4) We collect personal data only if the TP provides this information voluntarily in conjunction with the purchasing or registration processes. In the absence of your separate explicit consent, hajoona will use the provided personal data (e.g. title, name, address, e-mail address, phone number) only in compliance with the provisions of the German Data Privacy Act for the purpose of fulfilling the Agreement.
(5) To meet our contractual obligations, e.g. to provide contract compliant support through the sponsor, the billing or disbursement of commissions, product and marketing information (e.g. via our newsletter), the TP’s personal information will be shared with third parties, such as our accounting service provider, to the extent that this is necessary to meet the above-mentioned contractual obligations. Once the fulfillment of the Agreement is complete, which also includes the full payment of the agreed upon remuneration, the TP’s data will be deleted. Data that has to be archived to remain in compliance with taxation or commercial law mandates shall be blocked upon completion of the fulfillment of the Agreement, unless the TP has expressly agreed to the continued use of his or her personal data.
(7) This Data Privacy Declaration may be reviewed and downloaded from hajoona’s website at any time.
§ 15 Statute of Limitations
(1) Any entitlements arising from this contractual relationship shall be subject to a statute of limitations of 6 months after the date the respective entitlement is due for fulfillment and the party eligible to receive the entitlement is aware of the circumstances that establish grounds for the entitlement or once the fact that the eligible party is unaware of these circumstances is the result of gross neglect. This shall be without prejudice to statutory provisions that mandate extended statutes of limitation.
§ 16 Inclusion of the Compensation Plan
(1) The hajoona compensation plan the provisions it contains shall also be explicit components of the Team Partner Agreement. The TP shall always comply with these provisions in their most up-to-date version.
(2) Upon sending the application to hajoona, the TP simultaneously warrant that he or she is aware of the hajoona compensation plan and that he/she accepts it as a component of this Agreement.
(3) hajoona shall at all times have the right to modify the hajoona compensation plan. hajoona shall announce any changes to the compensation plan giving reasonable advance notice of at least one month. The TP shall have the right to object to changes to the compensation plan. In the event of an objection, the TP shall have the right to terminate the Agreement effective as of the date the change becomes effective. Sin the event that the TP should not terminate the Agreement within four weeks after the effective date of the changes, the TP expressly accepts the changes.
§ 17 Consent to the Use of Photographic and Audio Visual Materials, Use of Records of Materials and Presentations
(1) The Team Partner grants hajoona the complimentary license to record and use photographic and/or audio visual material depicting his or her likeness, voice recordings, statements and quotes made by the TP in conjunction with his position as a Team Partner. To that end, the Team Partner, by signing the Team Partner Application and being aware of these Team Partner General Terms and Conditions expressly consents to the publication, use, reproduction and modification of his or her quotes, recording or records.
(2) The Team Partner shall not be permitted to use audio, video and other recordings of events sponsored by hajoona for the purpose of sale as well as personal or business use and to make recordings of conference calls, speeches or meetings. Furthermore, a Team Partner shall not record, produce or compile audio or video presentations or records of hajoona events, speeches, conference calls of meetings in the absence of hajoona’s prior written consent.
§ 18 Governing Law / Deviating Place of Jurisdiction
(1) The Agreement shall be governed by German Law subject to the exclusion of the UN Convention on the International Sale of Goods (CSIG). This shall be without prejudice to any mandatory provisions of the country in which the TP maintains his or her usual domicile.The domicile of hajoona shall be the place of jurisdiction and fulfillment. This shall be without prejudice to mandatory provisions of the country where the TP maintains his or her usual place of domicile.
§ 19 Final Provisions / The Prevailing Role of the German Language Version of these Terms and Conditions
(1) hajoona shall at any time have the right to amend these Team Partner General Terms and Conditions. Any changes shall be announced by hajoona giving reasonable notice of at least one month. The TP shall have the right to object to changes to the Terms and Conditions. In the event of an objection, the TP shall have the right to terminate the Agreement effective as of the date the change becomes effective. Sin the event that the TP should not terminate the Agreement within four weeks after the effective date of the changes, the TP expressly accepts the changes.
(2) Otherwise, changes and additions to these Team Partner General Terms and Conditions shall be made in writing. This shall also apply to the abolishment of the written form requirement.
(3) If these Team Partner General Terms and Conditions should be translated into any other languages and if there should be any discrepancies between the German and translated version of these Team Partner General Terms and Conditions should exist, the German version shall always prevail.
(4) In the event that any clause within these General Terms and Conditions should be ineffective or incomplete, this shall not render the entire Agreement ineffective. Instead, the ineffective clause shall be superseded by such an effective clause that meets the business purpose of the ineffective clause as closely as possible. The same shall apply in the event of omissions in the Terms and Conditions that have to be remedied.
Status of the Team Partner Terms and Conditions: 01.01.2017
This is a translation of the German version of the GTC. The wording of the German GTC is the legally binding version.