Terms & Conditions / Sales Partner Contract
GENERAL
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.
1.3. These Terms
and the Privacy Policy give you information about the legal terms and
conditions on which we provide the app/website and its services. These Terms
and the Privacy Policy apply to all users of the app/website and its services.
For the purposes of these Terms, any reference in these Terms to the
app/website refers to services provided by or on behalf of us, our affiliate
companies or third-party (service) providers. By using the app/website and its
services, you agree that you have read and agree to these Terms and the Privacy
Policy. If you do not agree to these Terms or the Privacy Policy, you must not
use the app/website, or should stop using the app/website.
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. Products
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.
Recommendations
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.
Tell-A-Friend-Program
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:
support@flaimway-community.com.
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. Advertising
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
16.1. We work
with third-party service providers to help us operate, provide, improve,
understand, customize, support, and market our services. For example, we work
with companies to distribute our app/website, provide our infrastructure,
process payments, help us understand how people use the Services, market the
services, help you connect with businesses using the services, conduct surveys
and research for us, and help with customer service. These companies may
provide us information about you in certain circumstances. For more information
about how we use your data, please refer to our Privacy Policy.
17. Third-Party
Services
17.1. We allow
you to use our app/website in connection with third-party services. If you use
our app/website with such third-party services, we may receive information
about you from them. Please note that when you use third-party services within
the app/website, their own terms and conditions and their privacy policies will
govern those services. We will notify you thereof in advance when applicable.
For more information about how we use your data, please refer to our Privacy
Policy.
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.
20.9. We are
entitled to immediately remove any data or content that violates the Terms and
Conditions, the Privacy Policy, or the applicable legal system, as well as
unlawful or undesirable content or data, without notifying the users and, if
necessary, to take further measures.
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.
Miscellaneous
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“
PREAMBLE
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. COMMISSION
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 support@flaimway.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. ADVERTISING
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,
employees,
or sales partners, etc;
• make unauthorized audio or video recordings of internal meetings,
webinars, information events,
etc;
• 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
We agree:
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.
FUNDAMENTAL PRINCIPLES
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.
Privacy Policy
We prepared this Privacy Policy to answer the most
important questions about how GG ART (Flaimway Community) company group
(hereinafter jointly referred to as we, GG ART) collects, uses, and stores
information relating to you. We follow the requirements of the so-called
European Union General Data Protection Regulation (GDPR)1 and other laws
protecting information about you at GG ART. For more information, please
carefully read this Privacy Policy.
This Privacy Policy can be updated from time to time.
We will inform App/Website visitors about updates by placing the latest version
of the policy here, along with dates when modifications were introduced.
If you have any questions regarding this Privacy
Policy or your privacy, please contact us at office@flaimway.com.
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
E-mail address
Telephone number
Address
KYC Documents
Education
Language
Network Data
Referrals
Invoices
Statistics
Non-disclosure agreement
LinkedIn URL
GitHub URL
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 office@flaimway.com
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)