Terms & Conditions / Sales Partner Contract
TERMS AND CONDITIONS FOR THE USE OF THE Flaimway COMMUNITY APP/WEBSITE
1. General Provisions
1.1. GG-ART GmbH (operator of Flaimway Community) is an Austrian "Limited liability company" (Ltd.), registered in the commercial register of Klagenfurt with its registered office in in Austria, Ossiacher Zeile 39, Villach. (“GG-ART”) who is operating the Flaimway Community application/website (“App”, “Website”, “We” or “Us”).
1.2. The use of the App/Website and its services is subject to these Terms and Conditions (“Terms”). These Terms apply to persons (“User” or “You”) using the App/Website and its services (“Services”) anywhere in the world. Users can use the App/Website to purchase and use a broad range of products/services and recommend products/services to other users. The products and services will be constantly expanded in the future.
1.4. We may translate these Terms into multiple languages. If there is any difference between the English version and any other language version of these Terms, the English version will apply to the extent permitted by applicable laws and regulations.
2. Changes to these Terms
2.1. We may amend the Terms from time to time to reflect changes in law or best practice, or to deal with additional features or services to be introduced. Every time you wish to use the app/website and its services, please check these Terms to ensure you understand these Terms that apply at that time. The current version of our Terms can be accessed at any time via our website www.flaimway.com. These Terms were most recently updated on 01 April 2022.
2.2. Any update, change or replacement of these Terms shall be notified to users via the email address provided during the registration process and/or via a message to your account.
You shall be granted an objection period of fourteen (14) days in the event of a possible change to these Terms. If you do not object within fourteen (14) days after such notification and continue to use the app/website and/or its services after we make any changes to these Terms, you are agreeing to be bound by the revised Terms. If you do not accept any changes to the Terms, you are free to terminate these Terms by deleting your account.
3. Who can use the app/website and its services?
3.1. No one under the age of eighteen (18) years can use the app/website, create an account or use our services. The use of specific services may require additional registration and verification processes, mainly depending on security requirements particularly Know Your Customer (“KYC”) and Anti-Money-Laundering (“AML”) considerations and may change from time to time depending on the legal framework.
3.2. You are aware and accept herewith that we may at our sole discretion decide at which point in time you must deliver copies of passports and any other documents required by law (e.g., company register excerpts, business license, VAT-number, etc.) or equivalent documents for such purpose. If you are using the app/website and its services on behalf of a legal entity (“Company”) you warrant that you are authorized to do so and that you are authorized to bind your company to these Terms.
3.3. Persons and companies located in the United States may currently not use the app/website or any of its services. We may also exclude other countries from our services depending on the local legal framework.
4. Additional Terms and Conditions
4.1. We offer – respectively plan to offer – a diverse range of services, so there are additional terms and conditions from affiliate companies and/or third-party (service) providers that may be applicable to your use of certain services within the app/website (“Additional Terms”). For services of affiliate companies and/or third-party (service) providers, their terms and conditions apply in addition to these Terms. Each third party will notify you in advance of these Additional Terms when applicable. Your acceptance of Additional Terms is precondition for the use of certain services within the App/Website. If you do not accept these Additional Terms, you will not be able to use certain services offered within the app/website.
5. Changes to, suspend or withdraw the app/website
5.1. From time to time, we may automatically update the app/website to improve performance, enhance functionality, reflect changes to the operating system or address security issues and/or, change existing services or add new services. Alternatively, we may ask you to update the app for these reasons. If you choose not to install such updates, you may not be able to continue using the app/website and its services.
5.2. We do not guarantee that the app/website or its services will always be available or be uninterrupted. We may change, suspend or withdraw or restrict the availability of all or any part of the app/website or the services for business and operational reasons. We will try to give you reasonable notice before we do this.
6. Your Account
6.1. To use the app/website and its services, you must register to create an account (“Account”). You may register directly via the app/website by completing the fields presented to you when the app/website first loads on your device. We will create your account based upon the information that you provide to us. Depending on the services you want to use, we may ask you to provide additional information as laid out in the respective registration process.
6.2. Any account that you open with us is personal to you and you are prohibited from gifting, lending, transferring or otherwise permitting any other person to access or use your account. Persons interested in using the app/website and its services must register themselves and provide valid and true information as set out in the respective registration process.
6.3. You are responsible for maintaining the confidentiality of your account and password. You shall take all necessary steps to ensure that your password and account information is kept confidential and secure. If you have any reason to believe that your password has become known to some-one else, you shall provide us with detailed information.
6.4. Users shall also provide information/inform us of any changes to the data they provided when registering on the Flaimway Community.
7.1. We list products (“Products”) from different Listing Partners (“Listing Partner(s)”) on the app/website. Details to these individual products can be seen on the respective product page (“Product Page”). The app is constantly expanded with new functions and varying product offers. Information on and prices of these products will be provided by the listing partners on the respective product page. However, the actual availability of certain products or product categories is dependent on several factors and not subject to the sole discretion of us. Thus, we do not make any commitments in this context and shall be entitled to make changes to the functions and product range at any time.
7.2. Unless explicitly indicated otherwise, we are neither buyer nor seller of these products. Thus, the contract that is concluded upon the purchase of a product by you is concluded exclusively between you and the listing partner. We are not a listing partner and therefore assume no responsibility for that contract. Furthermore, we are not a representative of listing partners. The listing partner is solely responsible for the sale of its products and/or services. Any complaints on the part of you and all other matters arising from the contract between you and the listing partner do not lie within the responsibility of the app/website. The Terms and Conditions of the respective listing partner apply.
8.1. As a “Sales Partner”, you may also recommend listed products to other users and earn referral fees upon successful recommendations. These recommendations only represent a tip from you to a user for the purchase of products. With the acceptance of the terms and conditions you confirm as sales partner, that you are self-employed tax payer with all necessary licenses for acting as sales partner and receiving sales commissions. In this context, you accept herewith that we may at our sole discretion decide at which point in time you must deliver further documents required by law (e.g. VAT-number, company register excerpt, business license, etc.). Furthermore, as a sales partner you are required to accept the respective Terms & Conditions (“Sales Partner Contract”) and Marketing/Career Plan.
8.2. In case of doubt, the business activities carried out by users in this regard shall be deemed to belong to the operation of their company or business. Users undertake to pay any levies or taxes in this regard independently and by their own.
8.3. Users may immediately register as sales partner when creating an account or upgrade their account later by accepting the respective Terms and Conditions.
9. Referral Fee
9.1. A referral fee shall be granted to you upon successfully recommending/selling a product as set out in section 8. of these terms.
Commissions can also be paid out in the form of products (cross-sale price minus commission amount is equivalent). This is at the discretion of the company.
Payments are only to be made if there have been no violations of the Code of Conduct or General Terms and Conditions.
The company can temporarily or completely block payouts if there has been a violation of the Code of Conduct or Terms and Conditions. In the case of serious injuries, claims for damages can also be made.
This regulation takes precedence over any other in this contract.
9.2. You may receive a referral fee for purchases of products by directly recruited users (“Direct Referral”). In addition, you may receive referral fees for product purchases of users, who are recruited by users directly recruited by you and so on. (“Indirect Referral”). Therefore, you may participate in the expansion of a sub-community over several levels. Hence, there may be several of sub-communities. If users acquire several products at the same time, individual referral fees are immediately added together to form an increased referral fee.
9.3. The amount of the referral fee to be paid depends (i) on the individual product(s) purchased by a user and (ii) on which layer of the sub-community the respective user is located. Referral fees shall be set out in accordance with the respective marketing/career plan. This plan will be made available within the app/website. Referral fees are being paid by Flaimway Community based on a commission received from the listing partner. Only then Flaimway is obliged to pay the fee to partners.
9.4. Referral fees shall solely be paid out after the withdrawal period as set out in the General Terms and Conditions has expired and GG-ART received the commission from the respective listing partner. Additionally, the conditions set out in Section 8.1. and 9.5. must be fulfilled.
9.5. Referral fees shall solely be paid out in Euros.
9.6. For the avoidance of doubt, referral fees are net without value added tax (“VAT”). The calculation and disclosure of VAT amounts regarding referral fees shall be governed by the statutory VAT regulations applicable to the underlying settlement case.
9.7. Referral fees accumulated but not claimed in accordance with Section 8. and 9. within 12 months after due date (“Referral Period”) shall automatically expire.
9.8. If you terminate these terms and no longer act as part of the Flaimway Community, further referral fees are excluded.
9.9. The referral fee is paid no earlier than 14 days after delivery of the product to which the fee relates.
10.1. We also offer a tell-a-friend program. A reward (“Reward”) is only granted after a successful referral of a friend (“Referral”). A respective referral code for the tell-a-friend program can be found in your account. A successful referral is completed upon fulfilment of the following conditions:
10.1.1. The Person is at least 18 years old and fully legally competent.
10.1.2. The person has registered at the app/website. The person has purchased a product within 12 months, starting at 0:00 of the day following the day of registration via the app (“Validity Period”). A purchase is only valid within the validity period. Persons having been referred and registered via the app/website, but who did not purchase any product within the validity period, do not count as a successful referral. If one product is purchased by the person within the validity period, the person shall always count as a successful referral. All products purchased by the person shall grant the referring user a reward within the validity period. Within the validity period, you may also receive more than one reward, if persons purchase multiple products via the app/website.
10.1.3. The Tell-A-Friend-Program is only available via the app/website.
10.2. Users are obligated to and responsible for using the Tell-A-Friend-Program exclusively in accordance with the applicable laws and regulations and in accordance with the rules set out herein.
10.3. Rewards shall be paid out after the withdrawal period as set out in these terms has expired and claimed in accordance with the rules set out in section 9. You acknowledge and accept that we may modify or terminate the tell-a-friend program at any time at our sole discretion.
10.4. The task of sponsors is, among other things,
- Disclosure of product, system, commission, company, promotion, roadshow and other important information
- Education and training of team members
- Sales motivation
- Acquisition of new team members
- Communication with company back office staff
- Positive representation of the company to third parties
The goal should always be a positive presentation of companies and products to sales partners,
customers and outsiders.
In the event of violations, a team leader should be warned. If, despite two warnings within the last 12 weeks (e.g. statements damaging to the company), the latter has not adapted his activities to the General Terms and Conditions, the company can block the sponsor or terminate it forever.
10.5. The reward system for product promotions (road shows, events, direct sales campaigns ...) differs from the standard reward/commission system.
During this period, participating sales partners and administrative staff will receive 100% of all commissions generated from promotion/roadshow sales. Promotion costs (hotels, rooms & beverages, transport ...) will be paid first and then any excess to the participants.
After campaigns/road shows etc., the standard commission system comes into effect again.
11. Right of Withdrawal
11.1. Unless the contrary is indicated on the product page and/or in the product terms and conditions, Users may withdraw from a purchase contract without giving any reason within 14 days of the date on which the user, or any third party designated by the user, has taken possession of the products purchased or the date on which the agreement is entered into in case of digital content not delivered on a physical medium (“Withdrawal Period”). In the case of service contracts, the withdrawal period shall expire within 14 days of the conclusion of the contract.
11.2. In order to exercise the right of withdrawal, you must send an express declaration (e.g. postal letter or e-mail) to the contact address of the listing partner or use the provided withdrawal form. In order to exercise the right, it is sufficient that you send such a declaration before the expiry of withdrawal period. We may also implement a button for the exercise of the right of withdrawal via the app/website in the future.
11.3. If implemented, users may also send requests for their right of withdrawal to the GG-ART or use a button via the app/website. In such a case we will forward the right of withdrawal to the listing partner. You may use the sample withdrawal form available at www.flaimwaycommunity.com and send it to: firstname.lastname@example.org.
11.4. Users shall return the goods immediately and in any case within 14 days of the day on which the listing partner is notified of the withdrawal of a purchase contract. You have to bear the regular costs of the return shipment.
11.5. If a User withdraws from the purchase contract, the listing partner shall reimburse all payments received from the user including delivery charges within fourteen days (14) from the date on which the listing partner received notice of the withdrawal of the purchase contract. This refund shall be made using the same means of payment used by the user in the original transaction, unless otherwise expressly agreed between the user and the listing partner, in which case the user shall not be charged for this refund. GG-ART is not liable for payments.
11.6. The right of withdrawal shall not exist for the following contracts:
Contracts for the supply of goods which are not prefabricated and for the manufacture of which an individual choice or destination by the consumer is decisive or which are clearly tailored to the personal needs of the consumer;
Contracts for the delivery of goods that can spoil quickly or whose expiration date would quickly be exceeded;
Contracts for the delivery of sealed goods which, for health or hygiene reasons, are not suitable for return if their seal has been removed after delivery;
Contracts for the delivery of goods if they have been inseparably mixed with other goods after delivery due to their nature;
Contracts for the supply of alcoholic beverages, the price of which was agreed at the time of conclusion of the contract but which cannot be supplied before thirty (30) days after conclusion of the contract and the current value of which depends on fluctuations in the market over which the trader has no control;
Contracts for the delivery of sound or video recordings or computer software in a sealed package if the seal has been removed after delivery;
Contracts for the delivery of newspapers, magazines or periodicals, with the exception of subscription contracts;
Contracts for the delivery of goods whose price depends on fluctuations on the financial market over which the entrepreneur has no control and which may occur within the withdrawal period.
12. Contests and other promotions
12.1. From time to time, we may run contests, promotions, draws and other similar opportunities to win prices on our platform. If you wish to enter these competitions, it is your responsibility to read the terms and conditions applicable to the relevant competition and to ensure that you understand the rules and any eligibility requirements and that you can lawfully enter these competitions in your country of residence.
13. Pricing and Payments
13.1. We may offer paid services within the app/website and may change prices charged for such services from time to time. information on and prices of such services will be indicated by us in the relevant service description. Unless the contrary is indicated in the relevant service description, Section 11. equally applies regarding your right of withdrawal concerning any paid services offered by us.
13.2. In the event of a price increase or material reduction in the features of a service purchased by you, we will provide you with at least fourteen days (14) notice of the planned changes via a message to your account and/or an email to the then current email address we have for your account. You are not obligated to continue using the app/website after such notice. However, your continued use of your account after the expiration of this fourteen-day period will constitute your consent to the changes to your subscription.
13.3. The payment process is initiated by selecting the preferred payment method. Users can pay via bank transfer or other payment methods displayed. Payment processes from our listing partners may differ from our payment methods.
14. Your Content
14.1. You are solely responsible for your content. We are not responsible for maintaining a backup of your content and recommend that you always keep a back-up copy of it. You must ensure that: (a) you have the rights required to copy, process, transmit, access, publish, display and use your content, and to grant us and other third parties the rights as set out in these terms; and (b) your content (and our use of your content in accordance with these terms) does not infringe or violate any applicable laws or regulations or the rights of any person.
14.2. We reserve the right to review and delete content which breaches these terms. However, as we do not guarantee to review any content, you remain responsible for any content you upload. You acknowledge that as we may not review all content. We are not responsible for any content uploaded by a third party.
15.1. We may include advertising or commercial content within the app/website and its services. You agree that: (i) we may integrate, display, and otherwise communicate advertising or commercial content in the app/website and that (where reasonably practicable) we will identify such advertising or commercial content; and (ii) that we may use targeted advertising to try to make advertising more relevant and valuable to you.
16. Third-Party Service Providers
17. Third-Party Services
18. Third Party Content and Services
18.1. We are not responsible for and we do not endorse, support or guarantee the lawfulness, accuracy or reliability of any content submitted to, transmitted or displayed by or linked by us, including content provided by our users or by our advertisers. Any reliance on or use of any content on or accessible from the app/website by you is at your own risk. Your use of the app/website does not give you any rights in or to any content you may access or obtain in connection with your use of the app/website and its services.
18.2. We also do not guarantee the quality, reliability or suitability of any third-party services or websites provided, made available, advertised, or linked through the app/website or any of its services and we will bear no responsibility for your use of or relationship with any such third-party services or websites, including any payment obligations or fees that you may incur in your use of such third-party services or websites.
18.3. We may review third-party content or services made available through the app/website to determine whether they comply with our policies, applicable laws and regulations or are otherwise objectionable. We may remove or refuse to make available or link to certain content or third-party services if they infringe intellectual property rights, are obscene, defamatory, or abusive, violate any rights or pose any risk to the security or performance of the app/website and its services.
18.4. There may be third party content and/or services on the app/website that are subject to further terms from that third party. You are solely responsible for reviewing and complying with any such third-party terms and conditions. We have the right to remove, at our sole discretion any content and/or services that are made available within the app/website in accordance with these terms.
19. Our Intellectual Property Rights
19.1. All intellectual property rights in the app/website and its services and features throughout the world belong to us (or our licensors) and the rights in the app/website and its services and features are licensed (not sold) to you in accordance with this section. You have no intellectual property rights in, or to, the app/website or services other than the right to use them in accordance with these terms. We may from time to time provide updates to the app/website. Such updates may occur automatically or manually.
19.2. Please note that the app/website and its services may not operate properly or at all if updates or new versions are not installed by you. We do not guarantee that we will provide any updates for the app/website or that such updates will continue to support your device or system. All updates are subject to these terms, except as otherwise specified by us.
20. Obligation of Users
20.1. Users are obligated to and responsible for using the Tell-A-Friend-Program exclusively in accordance with the applicable laws and regulations and in accordance with the rules set out herein.
20.2. Users are prohibited from using the app/website for the distribution of immoral and/or illegal information or to infringe rights, in particular trademark, copyright, patent or personality rights and the private sphere, as well as interests of third parties worthy of protection. Users are obliged to comply with copyright, trademark, criminal and youth protection laws when using the app/website.
20.3. Users are prohibited from publishing, disseminating, or sending content that could fall under the criminal offences of “slander”, “libel”, “defamation”, “damage to credit” or “incitement” when using the app/website.
20.4. Users are prohibited from infringing our intellectual property rights or those of any third party in relation to your use of the app/website or services, including by the submission of any material. You must have the necessary rights to such material that you submit in relation to your use of the app/website or services.
20.5. Users are prohibited to copy, modify, create derivative works, reverse compile, reverse engineer, or extract source codes from the app/website.
20.6. Users are prohibited from entering into agreements with other users of the Flaimway Community regarding the use of the app/website and the products provided via the app/website. By making recommendations users do not enter into an agreement with the user receiving a product recommendation.
20.7. Users are not permitted to upload or distribute data and content (e.g. viruses, spyware, trojans) or to perform actions that could impair the operation of the Flaimway Community app/website or damage us in any other way. Any use that could lead to a change in the structure of the app/website and the software or program data is prohibited.
20.8. As far as we are legally obliged, we are entitled to access all content and data of Users, to transmit these, if necessary, to courts, authorities or other third parties or to delete them, in particular in correspondence with legal regulations, as well as judicial or official orders, in addition, for the purpose of safeguarding these terms and conditions, the assertion of a law breaking, as well as the protection of the rights of other users and the public.
20.10. Users are invited to report incorrect data or content to assist GG-ART. Furthermore, users are invited to report all data and content that constitutes a violation of the Terms and Conditions immediately and truthfully. Reports about a violation of the Terms and Conditions or legal provisions will be reviewed by us, as soon as possible.
20.11. We are entitled to reject or remove users that do not comply with these terms.
21. Disclaimer of Warranty and Liability
21.1. We are not liable for the actions of the users. The users undertake to indemnify and hold us harmless in the event of claims by third parties or listing partners, which are attributable to the users and have their legal grounds in the use of the app/website and the purchase contracts.
21.2. We shall not be liable for gross negligence within the framework of the existing statutory provisions, irrespective of the legal basis (pre-contractual, contractual, non-contractual), in case of pecuniary losses. We are also not liable for slight negligence. A liability of the app/website for consequential damages, mere financial losses, lost profit, or damages from claims of third parties is excluded.
21.3. We do not warrant the app/website, or the services will be error free or will operate without disruption or delay or that any information you obtain through the use of the services will be accurate. We are not responsible for the use of the app/website or the services by third parties, or for content uploaded by you or any third party.
21.4. We do not guarantee that the Tell-A-Friend-Program and the app/website is available to the users uninterruptedly, that all data and content are correct, complete, accurate and current or that the Products offered meet the requirements or expectations of the users.
21.5. If we do not object to a violation of the Terms and Conditions or statutory provisions, the assertion of the claims arising from the violation shall not be waived.
22. Termination, Suspension
22.1. You may terminate your account for the use of the app/website at any time by using the respective button in the app/website. The account of the user will be deleted and blocked within 14 days of receipt of the termination request of the user.
22.2. We may terminate accounts of users for the use of the app/website at any time.
22.3. If you have purchased a product, we shall provide access to the app/website at least until the withdrawal period has expired in order to enable you to exercise your right of withdrawal.
22.4. If a sales partner terminates the sales partner contract, the users of the respective sales partner’s sub-community shall either switch to another sub-community or GG-ART takes the role of the sales partner for that sub-community. In this case GG-ART becomes the new sales partner of the respective sub-community. GG-ART may hand the respective sub-community over to another sales partner.
22.5. If GG-ART terminates the sales partner contract, the accounts of the users of the terminated sales partner’s sub-community shall be either terminated immediately pursuant to section 6., switch to another sub-community or get subordinated to GG-ART as sales partner.
22.6. Users shall not be able to switch to another sub-community themselves. If users are interested in switching to another sub-community or if section 22.4. or 22.5. is applicable, GG-ART and the respective user shall agree upon the terms for switching to another sub-community. GG-ART does not guarantee that users switching to another sub-community keep their rewards or referral fees as part of the Tell-A-Friend-Program or Referral-Program.
22.7. If users switch to another sub-community they may not receive the same rewards or referral fees for attracting Users who purchase products since leading partners may customize some of the terms for their sub-community as set out in the career plan.
22.8. If users do not comply with the rules set out herein, they may also be suspended of using the app/website. In this case the account of the user is temporarily made inaccessible. Such a suspension shall not exceed two weeks.
23.1. Should a provision of these terms and conditions be invalid, contestable or unenforceable, the validity of this terms and conditions shall remain unaffected, provided that this corresponds to the intention of the parties to this terms and conditions as it emerges from the provisions of this terms and conditions in their context. If the user is not a consumer within the meaning of Directive 2011/83/EU of the European Parliament and of the Council of 25 October 2011 on consumer rights, amending Council Directive 93/13/EEC and Directive 1999/44/EC of the European Parliament and of the Council and repealing Council Directive 85/577/EEC and Directive 97/7/EC of the European Parliament and of the Council, such a provision shall then be replaced by an effective and enforceable provision which has such legal and above all economic content as the invalid one or comes closest to it.
23.2. These terms and any non-contractual obligations arising out of or in relation to it shall be governed by and construed in all respects in accordance with Austrian law, excluding the Austrian conflict of law rules of Austrian international private law.
23.3. All disputes arising out of the platform or related to its violation, termination or nullity shall be brought before the competent court in corporate matter in Klagenfurt, Austria. If the user is a consumer within the meaning of Directive 2011/83/EU of the European Parliament and of the Council of 25 October 2011 on consumer rights, amending Council Directive 93/13/EEC and Directive 1999/44/EC of the European Parliament and of the Council and repealing Council Directive 85/577/EEC and Directive 97/7/EC of the European Parliament and of the Council, the place of jurisdiction shall be the place of residence of the consumer.
23.4. The “laesio enormis” is excluded if you are a sales partner.
Sales Partner Contract
[Version: September 2022] concluded between
GG ART GmbH, 9500 Villach, Ossiacherzeile 39, Austria hereinafter „GGA“ and
Flaimway Sales Partner hereinafter „sales partner“
GGA operates an online platform (www.flaimway.com) through which its users can purchase products directly from various third-party suppliers (e.g. GG-Art, in the future also insurance, energy, telecommunications, and travel products, etc.). Furthermore, the platform allows its users to recommend products. A user to whom a product has been recommended can contact the respective product supplier and purchase a product. The products are always purchased directly from the product supplier. In case of a successful product recommendation, the user receives a commission according to the respective career plan.
Users of the platform are divided into customers and sales partners. The rights and obligations of a sales partner are regulated as follows:
1. SUBJECT OF THE CONTRACT
1.1. The sales partner is not obliged to make product recommendations and does not owe any success in this regard. The sales partner does not enjoy any territorial protection.
1.2. After reaching - based on individual local requirements (country by country may have different regulations) - entrepreneurial status the sales partner must invoice as entrepreneur and also provide e.g., business license as a tipster or, in the case of legal entities, an excerpt from the commercial register, or however required by Lithuanian legislation. Furthermore, the sales partner must then disclose his VAT identification number ("UID number") to GGA or certify that he is exempt from VAT. Alternatively, another identification number must be provided to identify the company, his entrepreneurial status or the trade license obtained, or corresponding documents must be submitted. Should the sales partner not provide the required proof, any commission payments will be suspended, and further recommendations will be restricted until proof of his entrepreneurial status has been provided.
1.3. The sales partner acts as independent entrepreneur and undertakes to comply with all legal obligations associated with his activity. The sales partner shall bear all expenses in connection with his entrepreneurial activity. The sales partner declares that he will independently report and pay all taxes (e.g., social security contribution, value added tax, etc.) and levies incurred through the performance of his activity to the competent authority.
The sales partner shall solely be liable for reporting and payment of such taxes. The sales partner shall indemnify and hold GGA harmless against all possible claims in this regard.
1.4. The sales partner is self-employed and is not in an employment relationship with GGA and therefore has no claims under social law against GGA. The sales partner determines the place, time, beginning and end as well as the type and frequency of his entrepreneurial activity. The sales partner bears the entrepreneurial risk (e.g., customer withdraws from the contract) and has no claim against GGA for remuneration in the event of holiday or illness or if he is prevented from working for other reasons.
2. RIGHTS AND OBLIGATIONS OF A SALES PARTNER
2.1. The sales partner must always safeguard the interests of GGA to the best of his knowledge and belief and ensure that the reputation of GGA is not impaired in any way. The sales partner shall exercise the diligence of a prudent businessman.
2.2. The sales partner may recommend products approved by GGA to potential customers. In this case, he shall provide complete, truthful, and professional information about the respective products, solely based on the documents and information released by GGA (training videos, folders, product trainings, etc.). Upon successful conclusion of a contract, the sales partner shall be entitled to commissions in accordance with the respective career plan.
2.3. Furthermore, the sales partner may recommend additional customers and downstream sales partners (down-line). If his recommendations lead to the conclusion of a contract, he shall also receive commissions in accordance with the respective career plan.
2.4. The sales partner is not entitled to conclude contracts on behalf of or for the account of GGA. In this respect, the sales partner shall not be granted any power of representation.
2.5. For the duration of this contract and three years after its termination, the sales partner shall be obliged to treat all information confidential that becomes known to him about GGA or EQ-Group. This excludes information which is already publicly available. This confidentiality obligation shall also apply towards other sales partners.
3.1. The accrual and amount of the commission of the sales partner is stipulated in the career plan. The sales partner shall not be entitled to any further compensation apart from the commission stipulated in the career plan. The career plan constitutes an integral part of this contract. The sales partner expressly declares that he has read and understood the sales partner contract and the career plan.
Commissions can also be paid out in the form of products (cross sales price minus commission amount is the countervalue). This is at the discretion of the company.
The company can block payments temporarily or completely if there has been a violation of the Code of Conduct or the General Terms and Conditions. In the case of serious injuries, claims for damages can also be made. This regulation takes precedence over any other in this contract.
3.2. The commission represents a percentage of the commission that GGA receives from product suppliers for successful recommendations (direct claim). Furthermore, percentages are added to this commission which result from the successful recommendation of products by subordinated sales partners (see point 2.3.) (indirect claim).
3.3. Should a sales partner not achieve a turnover of at least EUR 50 within a calendar half- year, he will automatically be downgraded to level 2 of the respective career plan.
3.4. For special cases like road shows, fairs, special promotions, and sales events GGA can stipulate special and deviant commissions at its own consideration.
In this case, the standard commission system is “out of use” and no commission is paid into the structure. After the end of such events (road shows, fairs, special promotions, and sales events), the standard commission system comes back in force.
4. ACCRUAL OF COMMISSION CLAIMS, SETTLEMENT AND PAYMENT
4.1. A claim for payment of commissions in accordance with point 3. shall only arise upon the cumulative occurrence of the following conditions: (i) expiry of the legally regulated withdrawal period of fourteen (14) days (if a customer withdraws from a contract within the withdrawal period, the commission claim arising from this contract shall be cancelled), (ii) receipt of payment of the commission of the product supplier by GGA, (iii) the explicit request for payment by the sales partner, and (iv) in case a sales partner does not provide a valid UID-number, the legally compliant issuance of an invoice by the sales partner to GGA. Irrespective of this, the prerequisites mentioned under point 1.2. must be fulfilled.
Payments are only to be made if there have been no violations of the Code of Conduct or General Terms and Conditions.
Commissions can also be paid out in the form of products (countervalue cross sales price minus PV). This is at the discretion of the company.
The company can block payments temporarily or completely if there has been a violation of the Code of Conduct or the General Terms and Conditons. In case of serious injuries, claims for damages can also be made.
4.2. Regarding the settlement of commission claims, the sales partner agrees to a settlement by credit note procedure ("self-billing"), in case a valid UID-number has been provided by the sales partner to GGA In case no UID-number has bee provided by the sales partner, the sales partner is obliged to invoice the commission to GGA by issuing a correct and complete invoice respecting VAT regulations. (If desired GGA will provide a sample invoice.)
4.3. In any case a pay out of commission can only be effected up to a maximum of 80% of the amount of commission earned, as the remaining 20% are withheld as a “storno”-reserve for possible order cancellations or withdrawals. These amounts can only be released and paid out after a period of 24 months.
4.4. Complaints regarding settlements must be sent by e-mail to email@example.com within fourteen (14) days, otherwise the settlement will be deemed correct. Once the sales partner has requested payment of the commission, the commission statement shall be deemed to have been accepted by the sales partner and no further objections may be raised against it.
4.5. Accumulated commission for which a payout was not requested by the sales partner within the 1st of January and 31st of December of each calendar year will automatically expire.
4.6. Should the data (first name, surname, date of birth, place of residence, business license, VAT identification number, etc.) provided by the sales partner be incorrect, GGA reserves the right to withhold the payment of commissions or, in the case of money laundering or terrorist financing, to declare any commissions forfeited.
5. VALUE ADDED TAX
The acquired commission claims are subject to VAT. The calculation and disclosure of VAT amounts on commission settlements and other turnovers accrued from the sales partner contract shall be governed by the statutory VAT regulations applicable to the underlying settlement case. In case a valid UID-number is provided, the processing is done by the Reverse Charge system.
In case no valid UID-number is provided the sales partner is obliged to issue an invoice disclosing both net amount as well as VAT-amount (see para 4.2.). Without providing a correct invoice to GGA a disbursal of the commission is not possible.
6.1. The sales partner is entitled to carry out advertising measures. However, any advertisement and marketing communication (e.g., offers, publications, direct mailings, internet postings, etc.) in relation to GGA may solely be made based on advertising information and advertising subjects (folders, videos, technical texts, postings, etc.) prepared or approved by GGA. Any special promotions such as events etc. must be agreed in advance with and approved in writing by GGA.
6.2. The sales partner declares that he will comply with all statutory provisions, in particular with those of the Unfair Competition Act (UCA), as well as existing duties of protection and care, and that he will indemnify and hold harmless GGA against all damages resulting from advertising, external communication and/or customer acquisition violating the law or the contract.
6.3. The recommendation of products requires special diligence of the sales partner, which will be extensively pointed out in training courses of GGA. Violations of the required diligence may have a negative impact on the image of GGA and can cause considerable damage to the business of another sales partners. The conduct of vicarious agents who do not act as a sales partner but perform supervisory or assisting tasks, can also have negative effects. In this context, the sales partner shall be at fault for his selection which may lead to the termination of the contract pursuant to point 7.2. in the event of a significant breach of duties of protection and care.
6.4. The sales partner shall be liable to GGA for a lump-sum contractual penalty of EUR 5,000 per violation, if one of the following circumstances is proven:
• use of sample, forecast and/or example calculations as well as other materials of GGA which were made available to a sales partner not bound by contract;
• use of names or trademarks (e.g. logos) regarding all brands of the EQ Group or of product partners on written documents or internet presences, if no written permission of GGA has been obtained in advance.
6.5. The penalty shall apply irrespective of the amount of the damage actually incurred. GGA expressly reserves the right to assert further claims for damages.
7. TERMINATION OF CONTRACT
7.1. This contract is concluded for an indefinite period and shall come into force upon electronic execution. The contract may be terminated by either party in writing (e.g. by e- mail) at the end of each month subject to a notice of one month. GGA reserves the right to terminate this contract with immediate effect should the sales partner
• breach one or more provisions of this contract;
• violate rules of conduct or his obligation to maintain confidentiality;
• deviate from the marketing and advertising strategy in external
communication (e.g. social media) -
despite a written warning - by GGA and, in particular, use advertising material (in whatever form) not
approved by GGA;
• make negative statements about GGA, companies of the EQ-Group, their managers,
or sales partners, etc;
• make unauthorized audio or video recordings of internal meetings,
webinars, information events,
• promise or grant remuneration to third parties without the prior consent of GGA;
• insolvency proceedings have been opened against the assets of the sales partner or an application for insolvency proceedings was rejected for lack of assets to cover costs.
7.2. The immediate termination of this contract must be declared in writing or by e-mail. In the event of imminent danger, the termination of this contract may also be declared orally.
7.3. In the event of immediate termination for reasons stated in point 7.2, the sales partner shall lose his entitlement to commissions of any kind from this time onwards, except for commissions for successful product recommendations which were made before the termination of the sales partner contract but have not yet been settled.
8. FINAL PROVISIONS
8.1. GGA reserves the right to unilaterally amend the sales partner contract and the career plan with fourteen (14) days' notice to the end of the month. The current version of the career plan can be accessed via the sales partner account. Should the sales partner not object in writing within fourteen (14) days of the announcement and provision of the new career plan and amended sales partner contract, the amendments shall be deemed to have been accepted.
8.2. GGA reserves the right to assign a third party with the administration, handling, and execution of the sales commissioning system and in such case informs the sales partner about this fact.
8.3. The parties declare that this contract supersedes all previous existing agreements. Furthermore, the parties confirm that no oral agreements exist apart from this contract. Amendments and supplements to this contract must be made in writing provided that no stricter form is legally stipulated.
8.4. This agreement is subject to Lithuanian law with the exclusion of the conflict of laws and rules of the Austrian Law. The parties undertake to amicably solve eventual disputes arising under or in connection with this agreement. In case disputes cannot be solved amicably, the
solution of disputes shall fall within the jurisdiction of the competent court in corporate matters in Villach, Austria.
8.5. Should any part of this contract be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid or unenforceable parts shall be replaced by a provision that comes the closest to the meaning and purpose of the replaced provisions.
All members of the Sales Partner (direct sales, franchise …) commit themselves to honest, ethical and responsible work.
FLAIMWAY´s Code of Conduct describes our shared values and minimum standards of ethical business conduct that we expect from all our employees, partners and collaborators. It is intended to guide our daily actions with internal and external stakeholders. Legal, ethical and responsible conduct is an essential part of our corporate culture.
As we operate in several countries and in a digital environment with different laws, regulations and habits, we strive to conduct business across national borders in accordance with high ethical standards.
All staff members, partners and collaborators are expected to understand and comply with the Code at all times and we rely on their personal integrity to protect and enhance the company’s reputation. It is the responsibility of everybody to comply with this Code in our business activities. If you have any questions, please contact the company’s compliance team within the defined channels. Managers, sponsors and partners are expected to serve as role models and to promptly, discreetly and respectfully address their employees’ concerns about possible inappropriate conduct.
Meeting the high standards and actually living the spirit of this Code of Conduct, every single staff member, partners and collaborators contribute to our company’s positive perception by all stakeholders involved – including above all our customers, shareholders, business partners and the general public.
If you become aware of actions that could violate this Code or endanger our future bank project, we rely on you to have the courage to speak up to protect our future bank from any harm.
This is our
Sales Code of Conduct
1. to maintain the highest standards of integrity in all business relationships.
2. to provide our customers with a buying experience where we “do the right thing and thereby get the right results”.
3. to promote and protect good sales practices.
4. to always act in accordance with the codes of my organization and within the law
5. to accept accountability and possible consequences, in case the code of conduct is not kept.
The Sales Code of Conduct is made up of ten fundamental principles:
1. Integrity: to be straightforward, honest and truthful in all professional and business relationships. Avoid conflicts of interest and not be associated with information that you believe contains a materially false or misleading statement or that is misleading by omission. Never speak or write negatively about the company.
2. Solution appropriateness: to ensure that you configure and sell customers solutions that are absolutely appropriate for their needs and in their best interest.
3. Promote and protect good selling practices: commitment to continuously develop your level of professional knowledge, skills and ability to exercise judgment.
4. Always act in line with the organization’s codes and within the law: ensuring full compliance with laws and regulations and acting in the public interest. At all times, avoiding any action that could negatively affect the reputation of the profession.
5. External and public communication is provided exclusively by the flaimway backoffice. Every communication with a customer will be interpreted. Therefore, it is important that you use exactly and exclusively the content that we make available in the flaimway backoffice.
6. Protect the personal data and personal information of clients and organization; if you do not strictly follow the Data Protection Act, the organization will have problems and will terminate the cooperation agreement with the sales partner/franchise.
7. Do not promise any future profits; we do not promise or forecast profits of investments, but do our best to achieve desired goals, because you are perceived by the customer as a representative of the organization, even though you are not!
8. Fairplay with the competition/other market participant; we concentrate on our USPs and strengths and certainly not on the weaknesses of other market players.
9. We value the feedback of each sales partner (whistleblowing). Do not hesitate to provide critical information, alternative solutions and improvements.
10. Behavior Code: Treat other the way you want to be treated.
Why do we collect information about you?
We are always looking for bright networkers and customers and, if you are one, we encourage you to use our shopping platform. When you register as network partner, we process your personal data for sales partners and shopping purposes, to empower you for earnings, cash back and savings via our platform.
What information do we collect?
We collect, use, and store the information which is necessary for the sales partners and shopping purposes as described above:
Name and surname
Personal website URL
Tasks performed by you
Interview notes about you
Other information submitted by you
When applying please consider whether there is any other sensitive personal information, such as health information, information on family relations, or similar, that is not necessary for the onboarding process.
Why are we legally allowed to collect your information?
We collect information lawfully about you because:
We have the intention to enter into a contract with you (Art. 6 (1) (b) of GDPR) – when you apply for a network partner position
You have given consent to the processing of your personal data (Art. 6 (1) (a) of GDPR) – when you permit GG ART to contact you about future network and/or shopping opportunities;
We have a legitimate interest to gather and process your personal data from legitimate sources (Art. 6(1) (f) of GDPR);
We never ask for special categories of data (e.g. health data) unless mandatory during the registration process. If you nevertheless and against our will provide us with such data, the legal basis for processing is your consent (Art. 9 (2) (a) of GDPR).
Which information do you have to provide and why?
You have to provide us with the information which we need to empower sales partner status or shopping processes. You are not legally obliged to provide us with your personal information under the statutory requirement. However, in case you do not provide us with this information, we will not be able to assess your application and your suitability to enter into a network partner or customer status.
Where do we get your information from?
Generally, we collect the information directly from you. However, some of the information we obtain from the following parties:
GG ART group companies;
Our network members (referrals);
LinkedIn Corporation, and other business-related social media sources and/or collaboration platforms. If we collect any information from your social media profiles, we make sure that it is relevant to the sales partner position. We base the collection of data from social media profiles on our legitimate interest to assess specific qualities for specific network or product intermediation functions.
Do we share your information with other entities?
We share the information about you with the following entities only where necessary and permitted by applicable laws and only for the recruitment purposes as described above:
We use various service providers for the processing of your personal data, such as email service providers, web hosting service providers, other information technology infrastructure service providers, and others. They might have access to your personal data, but only to the extent necessary for us to receive their services. In any case, we make sure they protect personal data according to applicable legal requirements.
Do we disclose information about you outside the European Economic Area?
If any of our service providers are based outside of the European Economic Area, we make sure that they process personal data according to European privacy standards entering into agreements with us with standard data protection clauses adopted by the European Commission.
You may download a copy of the Model Contractual Clauses at: https://ec.europa.eu/info/law/law-topic/data-protection/data-transfers-outside-eu/model-contracts-transfer-personal-data-third-countries.eu_.
How long do we use or keep information about you?
When you want to become a network member, we ask for your personal data. If you become a network member, we will save your information within the network member file. We delete your data in case you do not become a network member.
When you quit GG ART network we will store your personal data for 3 (three) years.
What privacy-related rights do you have?
GDPR and other laws provide you with certain rights, procedures for implementation of and exceptions to these rights. When allowed by law, you have the following privacy-related rights that you can implement by contacting us at firstname.lastname@example.org
to request a confirmation that GG ART is processing personal data related to you;
to get familiar with your personal data and how it is processed;
to demand to correct inaccurate data;
to request us to delete the information we have about you if we use it illegally or there are other legal grounds for deletion;
to request us to restrict the processing of your information – if you dispute the accuracy of the data or object to the processing of the data, if you do not accept that your data would be deleted
which was illegally processed, or if you need the data to claim, execute or defend legal claims;
to demand to transfer your personal data to another data controller or provide it directly to you in a convenient form (applicable to that personal data that you submitted and that is
processed on the basis of the agreement or consent);
to object to the processing of your personal data if it is processed on the basis of an illegitimate interest;
in cases where your personal data is processed on a consent basis, you have the right at any time to withdraw your consent to the processing of your personal data.
If you believe that your data is processed unlawfully, you have a right to contact a relevant data protection authority (State Data Protection Inspectorate in Lithuania or other authority in the Member State of your habitual residence or place of an alleged infringement of the GDPR and seek a judicial remedy). We would appreciate it if, in such cases, you would contact us first to resolve the problem together.
1 Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation)