(1) The following terms and conditions are an integral part of each sales partner agreement between NLFY GmbH, Rosenweg 1, 69181 Leimen, represented by their managing Directors Herrn Horst Mettjes, Günther Luitz, Jörg Günther business resident there (following: NLFY) and the independent and self-employed contracting partner (following: sales partner).

(2) NLFY provides your services solely on the basis of these terms and conditions.

(1) NLFY is a company that sells high-quality gold and other high-quality precious metals as well as precious metal subscriptions for the acquisition of gold and other high-quality precious metals (in future: goods) in Germany and other countries via a distribution partner network. The distribution partner is to provide for NLFY goods. The sales partner receives a corresponding sales commission for his activity. For the activity mentioned before it is not necessary to advertise other sales partners.

(2) In addition to the activity described in (1), the sales partner is entitled, to gain further distribution partners for the distribution of goods, provided that it meets the relevant conditions set out in the respective applicable remuneration plan (marketing plan) in order to become an advertiser distribution partner. For the support and care of the sales partners (downline), the advertising sales partner receives a corresponding monthly support commission, if it reaches the required qualification. The amount of the Commission as well as the required qualification are based on the net remuneration values applicable at that time and the applicable compensation plan (marketing plan).

(1) A contract can be concluded with legal persons, partnerships or with natural persons who are 18 years of age and are entrepreneurs. It is not possible to conclude a contract by a consumer. Per Natural person, partnership (e.g. GBR, OHG, KG) and legal person (e.g. AG, GmbH, Ltd.,) only one business partner application will be accepted.

(2) If a legal person submits a distribution partner application, the corresponding commercial register statement on the registration as well as the VAT identification number must be presented in copy. All shareholders must sign. The shareholders are personally liable to NLFY for the behaviour of the legal person.

(3) In the case of partnerships (GBR, OHG, KG, etc.), the relevant commercial register statement on the registration as well as the VAT identification number must also be presented in a copy. All shareholders must be named by name. Applicants must be at least 18 years of age. All shareholders must sign. The shareholders are personally liable to NLFY for the conduct of the partnership.

(4) As far as order or order forms are used, these are considered part of the contract.

(5) The sales partner is obligated to complete and duly complete the sales partner application, to sign it and to send the original to NLFY. In addition, the sales partner accepts these general sales partner terms and conditions with a separate signature on the application form. Alternatively, online registration is also possible. Also in this respect, the general sales partner terms are to be accepted by  "making a hook". Changes to the personal or business-related data of the sales partner are to be reported NLFY immediately in writing by e-mail to the e-mail address info@nlfy.eu. NLFY reserves the right to obtain further information from the sales partner in individual cases.

(6) NLFY reserves the right to refuse distribution partner applications in its sole discretion without any justification.

(7) In the event of an infringement of the obligations set out in paragraphs (1) to (4) and (6), the NLFY is entitled to terminate the distribution partner contract without notice and, if necessary, to recover commissions paid out. In addition, the NLFY expressly reserves the right to assert further claims for damages in this case of a noticeless termination.

(1) The distributor is obliged to protect his personal passwords and login identifiers from access by third parties.

(2) The Distributor is prohibited from violating the rights of third parties, harassing third parties or otherwise violating any applicable law. Here applies in particular, the prohibition on sending unwanted advertising e-mails, advertising faxes or Web-SMS (spam). The misuse or the taking of unlawful acts, such as the use of unauthorized or unfair advertising is prohibited. In particular, the distributor is not permitted to provide false or misleading information about NLFY products or the distribution system. The distributor is further prohibited from advertising about potential earnings or information about its commission to third parties, in particular in connection with advertising.

(3) The distributor acts as an independent entrepreneur. He is not an employee or a salses representative, but a distributor, namely a broker, so that there are no sales targets or delivery obligations.

(4) The sales partner is self-employed as an independent entrepreneur for compliance with the relevant staturtory provisions including the tax and social law requirements, as well as for obtaining a business license, if necesarry, on his own responsibility. In that regard, the distributor assures that all commission income generated by his work for NLFY is duly taxed at his registered office. NLFY reserves the right to deduct from the agreed commission the respective amount for taxes and duties accruing to it by non-registration of the business, unless the distributor is not responsible for the non.registration.

(5) The distributor is prohibited from promoting and/or distributing additional competitor products (goods). The distributor is also not allowed to distribute products or sevices of other companies to other NLFY distributors. Insofar as the distributor acts simultaneously for several non-competitors, he undertakes to design the respective activity (together with his respective downline) in such a way that there is no connection or blending with his activity for the other. In addition the distributor is prohibited from soliciting other NLFY distributors for the distribution of other products. The distributor is also prohibited from violating a distributor agreement with other distributors or any other distribution agreements it has concluded with other entities and whose terms are still effective.

(6) Furthermore, cross-line spnsoring and the attempt to do so within the company is prohibited. Cross.line sponsorship means the acquisition of a natural person, a legal entity or a partnership that is already a distribution partner of NLFY in another distribution chain or has had a distribution agreement within the last 6 months. It is also prohibited in this respect to use the name of the spouse, relatives, trade names, corporations, partnerships, trust companies or other third parties to circumvent this provision.

(7) The distributor must maintain absolute confidentiality about NLFY's trade secrets and its structure. This obligation continues even after termination of the distribution partner contract.

(8) NLFY provides legally validated marketing and sales documents for each market (country). This protects the sales partner agains warnings and gives him security. The use, production and distribution of own sales documents, own product brochures or other self-created media and advertising material is permitted only after prior, always revocable written apporval by NLFY. The advertising of NLFY products via the internet is only permitted on the official pages of NLFY. In the event that the distributor sells NLFY's merchandise in other internet media, such as social networks (e.g. facebook) online blogs or chat rooms, it may only use the official NLFY advertisements and not disclose information about its income or earning potential at NLFY. Distributors are always prohibited form selling or otherwise distributin their own marketing and / or sales materials to other distributors of NLFY.

(9) The goods of NLFY may be revoked and sold within the scope of aplicable law at home parties by the distributors. The goods may also be presented by the distributor upon prior written consent of NLFY at trade fairs and exhibitions. Restriction here is that the distribution partner may not offer products from competitors at this fair. Incidentally, the products of NLFY may be used in catering establishments and other shops, such as supermarkets or petrol stations may only be marketed with the prior written consent of NLFY.

(10) The goods may not be used on auctions, public and private flea markets, file sharing, department stores, internet markets, such as the internet, without prior written consent of NLFY.

(11) The distributor may not convey the impression that he is acting on behalf of NLFY. Rather he is required to introduce himself as an independent NLFY distributor. Internet-Homepages, stationery, business cards, car graphics as well as advertisements, advertising material and the like must in priciple have the suffix "Independent NLFY distribution partner".  The distributor is further prohibited from applying for and receiving loans on behalf of the NLFY for or in the interest or or in behalf of the company, to make any expenses, enter into obligations, open bank accounts, enter into other contracts or otherwise make binding declarations of intent.

(12) All travel expenses, expenses, office costs, telephone costs or other expenses for advertising materials are to be taken over by the sales partner.

(13) The distributor is not authorized in business dealings to denounce brands of competing companies as negative, discreditable or otherwise unlawful or to evaluate other companies negatively or downwardly or to use such negative, degrading or otherwise illegal assessments to attract sales partners of other companies.

(14) All presentation, advertising, training and films materials. etc. (including photographs) of NLFY are copyrighted. They may not be reproduced, distributed, made public or edited by the distributor in whole or in part without the express written consent of NLFY.

(15) The use of NLFY's name, trademarks, titles and business names (future license plates) is only permitted with express written content. This also applies to the registration of internet domains that contain a mark of NLFY in any spelling.  NLFY may require that internet domains that use a NLFY identifier and whose use has not been approved in writing by NLFY be deleted and /or transmitted to NLFY.  The takeover costs for the domain will be borne by NLFY in case of takeover.

(16) A natural person, as well as a legal person, is only entitled to acquire a position in the career plan.

(17) A distibutor may register with another NLFY sponsor after termination of his previous position. The condition is that the cancellation and confirmation of the cancellation by NLFY for the old position of the sales partner is at least 6 months ago and the termination distributor has not performed any activities for NLFY during this time.

(18) The distributor is not permitted to respond to press inquiries about NLFY, its porducts, the NLFY marketing plan or any other NLFY services. The distributor is obliged to forward all press inquiries to NLFY without delay.

(19) The distributor may only distribute merchandise for NLFY or gain new distributors officially opened by NLFY in such states.

(20) The distributor who is also sponsor, is obliged to support his downline. By way of example, but not exclusively, the sponsor should instruct his downline in the sales techniques and the goods, explain the rights and obligations, explain the marketing plan and carry out training measures. The sponsor will not receive a seperate fee for this because he is involved in the success of his downline through appropriate.


§ 5 Warning, penalty, damages, indemnity

(1) In the event of a first violation of the obligations of the distributor regulated in §4 a written warning is issued by the NLFY, setting a period of 10 days to remedy the breach of duty.

(2) 
If, after the expiry of the period referred to in paragraph (1), the same or a similar infringement again occurs or if the originally abused infringement is not remedied, an appropriate penalty shall immediately be imposed at the discretion of NLFY and, in the event of dispute, by competent district court is due. The enforcement of the contractual penalty also incurs additional legal fees, which the sales partner is obliged to replace.

(3) Irrespective of the forfeited contractual penalty, the distributor shall also be liable for all damages which NLFY may incur as a result of a breach of duty within the meaning of § 4, unless the distributor is not responsible for the breach of duty.

(4) The distributor indemnifies NLFY from liability in the event of third party claims for breach of any of the obligations set forth in § 4 or any other breach by the distributor against applicable law, upon the first request of NLFY. In particular, the distributor undertakes to assume all costs, in particular legal fees, court costs and damages incurred by NLFY in this connection.


§ 6 Distributor protection / No territorial protection

(1) The active distribution partner who first registered a new distribution partner with NLFY will be assigned the new structure (distributor protection), with the date of receipt of the registration application at NLFY being considered for allocation. If two distributors report the same new distributor as sponsored, the new distributor will designate their sponsor.

(2) The reporting distributor is required to properly and completely submit sponsored distributor information. NLFY may delete the names and addresses of a sponsored Distributor from its system if any of the mailings and cover letters include "warped", "deceased", "not accepted", "unknown" or similar and the reporting distribution partner does not correct the incorrect data within a reasonable period of time. If NLFY incurs costs as a result of undeliverable postal items and parcels, it is entitled to reclaim the costs from the notifying distributor unless it is responsible for the incorrect delivery.

(3) The distributor is not entitled to territorial protection.

You may withdraw your contractual agreement to conclude the distributor agreement within 30 days without giving a reason in writing (for example letter or e-mail). The period begins upon receipt of this instruction by handing over and / or taking notice of these NLFY General Distribution Partner Conditions. To maintain the cancellation period, the timely dispatch of the revocation is sufficient. The revocation must be sent to:

NLFY GmbH, Rosenweg 1, 69181 Leimen, E-Mail: info@nlfy.eu

Consequences of withdrawal

In the case of an effective cancellation, the mutually received benefits shall be returned and any benefits (such as interest) incurred. If you can not give us back or give us the received performance as well as uses (e.g. use advantages) or only partially or only in a deteriorated condition, you have to pay us compensation. This may mean that you still have to fulfill the contractual payment obligations for the period until the cancellation. Obligations to reimburse payments must be fulfilled within 30 days. The period begins for you with the dispatch of your revocation, for us with their receipt.

Special notes:

The right of withdrawal of the sales partner expires prematurely if, with regard to the sales partner agreement, fulfillment is initiated by both parties at the express request of the sales partner before the sales partner has exercised his right of withdrawal.

(1) All free advertising material and other donations of the NLFY can be revoked at any time with effect for the future.

(2) The processing of data for the Distributor by NLFY is free.

(1) NLFY reserves the right to request the distributor prior to the initial payment of commissions as proof of his tax number and business registration.

(2) If a legal entity or partnership submits a distribution partner application, in addition to the requirements under (1), a copy of the relevant registration certificate, the return of the completed company application form and the VAT registration number must be submitted before the initial payment. Furthermore, all shareholders must be named and are at least 18 years old.

(3) Commissions and fees for deliveries of goods of the distributor can only be paid out in accounts in his name. Payments to foreign accounts can not be made.

(4) All commission payments are based on the applicable compensation plan and are based on the respective net compensation value.

(5) NLFY is entitled to assert a right of retention in accordance with the statutory provisions. In addition, NLFY is entitled to assert a right of withholding for the payment of commissions if not all required documents [see (1) to (2)] are available prior to initial payment. In the case of the exercise of the right of retention of commission payments by the NLFY, it is agreed that the distributor is not entitled to any interest for the period of the commission's retention.

(6) NLFY is entitled to set off in full or in part claims that the NLFY is entitled to against the distributor with its commission claims. If an already procured goods purchase of a customer is reversed, the already paid commission must be refunded. The reimbursement will be made in the month in which the customer repurchases the purchase, if necessary by offsetting against existing commission claims or deduction of the obtained qualification points also with effect on the world pot.

(7) The distribution partner is entitled to offset if the counterclaims are undisputed or legally binding.

(8) Assignments and pledges of claims of sales partners from distribution partner contracts are excluded. The burden of the contract with rights of third parties is not permitted.

(9) Defective commissions, bonuses or other payments must be reported to NLFY within 60 days of the faulty payment. After this time, the commissions, bonuses or other payments are considered approved.

(10) Commission claims below a minimum payout of € 10.00 will not be paid. In the event that the minimum payout level is not met, the commission entitlements will continue on the business account held with the Distributor for NLFY and will be paid to the Distributor the following month after reaching the minimum payout level.

(1) In the event that the distributor fails to provide all necessary documentation within four weeks of registration and notice of commission requirements, NLFY shall be entitled to temporarily suspend the distributor within the distribution system until such time as the required documentation is provided. The period of a suspension does not entitle the distributor to terminate the contract nor does it cause any repayment of the already paid first start order, unless the distributor is not responsible for the suspension.

(2) Commission claims which can not be paid due to the above reasons are booked as a provision within the NLFY and become statute-barred at the latest within the statutory limitation periods. Commission claims below € 10.00 will not be paid out but will be credited and paid out in the month in which the payout limit is reached.

(3) Irrespective of the reasons for blocking referred to in paragraph (1), NLFY reserves the right of blocking for an important reason. In particular, NLFY reserves the right to block the distributor's access without notice, if the distributor violates the obligations set forth in § 3, § 4 and § 13 (2) or any other applicable law, or if there is an important cause and the distributor does not eliminate the corresponding breach of duty to a corresponding warning from NLFY within the period specified in § 5. In the event of a breach of the obligations stipulated in § 13 (2), NLFY is entitled to block it without prior warning.

(1) The distribution partner contract is concluded for an indefinite period. The contract may be canceled at any time by each party in compliance with the written form within two weeks to the end of each month properly.

(2) The Distributor Agreement ends at the latest with the death of the distributor. The distribution partner contract can be inherited in compliance with legal requirements. In principle, the heirs must conclude a new distribution partner agreement within 6 months, through which he enters into the rights and obligations of the testator. The death is to prove by death certificate. If there is a will regarding the inheritance of the Distributor Agreement, a notarized copy of the will must be provided. After unused expiration of the six-month period, all rights and obligations under the contract pass to NLFY. By way of exception, the six-month period shall be extended by an appropriate length, provided that it is disproportionately short for the heir(s) in the individual case.

(3) Notwithstanding the reason for termination in paragraph (1), NLFY reserves the right to terminate for a good cause. An important reason exists in particular in the case of a breach of one of the duties regulated in § 3, § 4 and § 14 (2), if the distributor does not comply with his disposal obligation within the meaning of § 5 in due time or after the elimination of the breach of duty at a later Time for the same or a similar infringement. In the event of a breach of the obligations stipulated in § 14 (2), NLFY is entitled to extraordinary termination without prior warning. The right to extraordinary termination exists without prejudice to further claims.

(4) Domains containing the name "NLFY" or a trademark or a work title of NLFY in identical or similar notation may not be used after the termination of the contract and are to be surrendered to the NLFY against payment of the costs of transferring the domain.

(5) After the conclusion of a contract, a renewed conclusion of the contract is only possible after expiry of a period of at least 6 months.

(6) With the termination of the contract, the distribution partner has no right to provision as well as, in particular, no commercial agent compensation claim, as the sales partner is not a commercial agent within the meaning of the German Commercial Code.

(1)  NLFY is only liable for damages other than injury to life, body and health, insofar as they are acting intentionally or grossly negligently or culpably violating an essential contractual obligation (e.g. payment of commission) by The NLFY, its employees or vicarious agents. This also applies to damages resulting from the breach of obligations in contract negotiations and from the conduct of illicit acts. Any additional liability for damages is excluded.

(2) Liability is not the case in the event of injury to life, body and health or intentional or grossly negligent conduct of NLFY, its employees or vicarious agents, in the typical foreseeable damage at the conclusion of the contract and, moreover, the amount of the limited to the average damage typical of the contract. This also applies to indirect damages, in particular lost profit.

(3) The NLFY is not liable for damages of any kind caused by data loss on the servers, except in the case of gross negligent or intentional fault of the NLFY, its employees or vicarious agents. Stored content of the distributors is for NLFY third-party information within the meaning of the TMG.

(4) The provisions of the Product Liability Act remain unaffected.

(1) NLFY is entitled at any time to transfer all or part of its business to third parties, provided that the successor to the law complies with the legal requirements, as well as the applicable contracts.

(2) The distributor is entitled to transfer its distribution structure to NLFY after prior written approval and submission of the purchase and/or transfer agreement with the third party, as well as the submission of the third party's distribution partner application to NLFY, Unless NLFY has exercised its right of first refusal. The distribution structure is only able to be transferred to persons who are not distributors at NLFY at the time of the transfer. For distributors of NLFY, on the other hand, a transfer or purchase of a distribution structure is not permitted. Moreover, NLFY may refuse consent only for good reason, provided that it does not exercise its right of first refusal. The distributor is obliged to notify NLFY in writing of the intended transfer of its distribution structure. NLFY has one month to exercise its right of first refusal after receiving the written advertisements. If this does not happen, the transfer is permissible unless there are other important reasons. A sale is only possible in an unreleased ratio. In the event of an immediate termination or breach of these General Sales Agreement and Delivery Conditions Germany by NLFY, the right of the distributor to sell its own sales organization is waived, as well as in the event that the selling Distributor NLFY still owes money.

(3) If a legal entity or partnership is registered as a sales partner, a transfer of the distribution structure is only allowed in compliance with the requirements of this contract, in particular in compliance with the requirements of § 3 (1).

(4) If a new legal entity or partnership registered as a sales partner wishes to take in a new shareholder, this is possible if the previous shareholder, who has applied for the distribution partnership also remains as shareholder. If a shareholder wishes to withdraw from the legal entity or partnership registered as a distributor or to transfer his shares to third parties, this act may be subject to prior presentation upon appropriate written request. The corresponding notarial documents are permitted. NLFY charges an administrative fee of €1,000.00 for processing the application mentioned before. If these requirements are not complied with, NLFY reserves the right to terminate the contract of the legal entity or partnership registered as a distributor.

In the event that a distributor registered as a married couple, cohabitation, legal entity or partnership terminates his company internally, even after the separation, divorce, dissolution or other termination of the aforementioned Company remains only a distribution partner position. The separating members/partners have to agree internally through which member/partners the distribution partnership shall be continued and to notify NLFY in writing. In the event of an internal dispute about the consequences of separation, divorce, dissolution or other termination with regard to the distribution partnership at NLFY, NLFY reserves the right of extraordinary termination if such a dispute leads to a neglect of the obligations of the distribution partner, to a violation of these General Distribution Partner and Delivery Conditions Germany, to a violation of applicable law or to an unreasonable burden on the downline or upline.

§ 15 Limitation

All claims arising from this contractual relationship shall become statute-barred for both parties within 6 months. The limitation period begins with the due date of the claim or at the time of the occurrence of the damage or the recognizability of the damage.

(1) Below you will find NLFY's privacy policy.

(2) By filling out and submitting a form for ordering purposes or for the purpose of obtaining a sales partnership, the sales partner transmits personal data to NLFY.

 

(3) NLFY uses the personal data transmitted by the sales partner (e.g. title, name, address, e-mail address, telephone number, fax number, bank details) in accordance with the provisions of German data protection law for the purpose of billing and performance of the contract. In this respect NLFY collects, stores and processes exclusively data provided by the sales partner within the scope of the information provided in the form and in particular does not create any user behaviour profiles.

(4) For the purpose of fulfilling the contract, i.e. for delivery or invoicing, the personal data of the sales partner will be forwarded to the forwarding agent or the accounting department, insofar as this is necessary for fulfilling the contract. These third parties are also obliged to use the personal data of the sales partner exclusively in accordance with the provisions of German data protection law.

(5)  The sales partner is entitled at any time under the e-mail address info@nlfy.eu to request the modification, blocking or deletion of his data as far as permissible and to object to the use of his data for the purposes of information transmission by NLFY.

 

(6) In addition to the aforementioned data protection declaration, all personal data of the sales partner transmitted to NLFY will not be made accessible to third parties without the separate written consent of the sales partner, unless this is required by law or official order.

 

(7) With the complete execution of the contract, which includes not only the termination but also the complete payment of the agreed fees, the data of the sales partner, which must be stored for legal reasons, with the exception of data for which consent to further use has been given, will be blocked. These data are no longer available for further use.

(8) If the sales partner requests further information about the storage of his personal data or if the deletion, blocking or modification of the data of the interested party is requested, support is available at the e-mail address specified in paragraph (5).

(1) The marketing plan and the guidelines and remuneration values contained therein are also part of the sales partner contract. The Distributor must always comply with these requirements in accordance with the applicable version.

(2) With his signature on the application form, the sales partner also confirms that he has taken note of the marketing plan and agrees with the specifications.

(3) NLFY is entitled to change the marketing plan at any time. NLFY will announce changes within a reasonable period of time. The distributor has the right, if he does not agree with the changes, to terminate his contract after the announcement until the change takes effect. If the Distributor does not terminate the contract within four weeks of the change taking effect, the Distributor shall automatically accept the change.

The distribution partner grants NLFY the right, free of charge, to record or carry out photographic and/or audiovisual material with his portrait, his voice recordings or statements and quotations from him within the scope of his function as distribution partner. In this respect, by signing the distribution partner application and handing over these General Business Partner Conditions, the distribution partner expressly consents to the publication, use, reproduction and modification of his quotations, recordings or recordings.

 

NLFY regularly awards prizes, honours and other recognitions to deserving distributors in the course of its normal business operations. If a legal entity or partnership is subsequently registered with NLFY instead of a natural person in accordance with § 3 (1), the legal entity or partnership is not entitled to receive awards, honours and other recognitions. Instead, the legal entity or partnership is replaced by the owner, partner or managing director who originally registered with NLFY and receives the awards, honours and other recognitions.

(1) The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Mandatory provisions of the state in which the sales partner has his habitual residence shall remain unaffected.

(2) If the sales partner is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany or has moved his residence abroad after conclusion of the contract or his residence is not known at the time the action is filed, the place of jurisdiction and the place of performance is the registered office of NLFY.

(1) NLFY is entitled to change the General Terms of Distribution and delivery at any time. The NLFY will announce changes with a reasonable deadline.The Distributor has the right to object to the change. If he does not object to the changed conditions within one month of the announcement, these become part of the contract. In the event of an objection, NLFY shall be entitled to terminate the contract at the time the amended or supplemental terms and conditions should come into force.

(2) Incidentally, changes or additions to these general distribution partner conditions must be made in writing. This also applies to the lifting of the writing requirement.

(3) In the case of ineffectiveness or incompleteness of a clause of these general distribution partner conditions, the entire contract shall not be ineffective. Rather, the ineffective clause is to be replaced by one that is effective and comes closest to the meaning of the invalid clause economically. The same should apply to the closure of a loophole in need of regulation.

Status of the general distribution partner conditions: 06.02.2013