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TERMS AND CONDITIONS

PREAMBLE /ETHICAL RULES

We would like to welcome you, in the name of our company, as a new trading partner (in future Team Partner) and wish you the best possible success for your activity as an independent Team Partner of the Natura Vitalis® GmbH, Adlerstr. 29, 45307 Essen, represented by the managing director Siegfried Deleske, business domicile at the same address (in the following: NATURA VITALIS) and, above all, lots of pleasure when marketing our products. When marketing our products, and during the contact with other persons, consumer friendliness and safety, integrity, a fair cooperation with each other in the whole network-marketing environment as well as the respect for the law and common decency are irrevocably in the foreground.

For this reason we would like to ask you to read the following ethical rules as well as our Team Partner general terms and conditions very carefully and to make the provisions your daily guiding principle when conducting your business.

ETHICAL RULES FOR DEALING WITH CONSUMERS

- Our Team Partners advise their Team Partners honestly and sincerely and clarify any misunderstandings with respect to products, business opportunities or other statements during a consultation session.

- At the beginning of a sales discussion with a consumer, the Team Partners introduce themselves, unrequested, truthfully with their name and as a Team Partner of NATURA VITALIS. Furthermore, at the beginning of the discussion, they disclose the business purpose of their visit or phone call, and make clear which products or services are to be offered

- If the Team Partner wishes, a sales discussion is waived, the discussion postponed or a discussion, that has already been started, is terminated in a friendly manner.

- Team Partners never behave in an obtrusive way. Especially visits and telephone contacts must take place at reasonable times, unless the consumer has explicitly wished otherwise. The companies, respectively their Team Partners only call a consumer for marketing purposes if he has previously given his express agreement. In doing so, the number of the person calling must be transmitted.

- During a customer contact the Team Partner informs the consumer of all points concerning the products offered and - if the consumer wishes - of the marketing possibilities.

- All information on the products must be comprehensive and truthful. A Team Partner is not permitted to make misleading statements or promises in any form whatsoever with respect to the products.

- A Team Partner is not permitted to make any assertions with respect to products or contract terms if these have not been approved by NATURA VITALIS.

- Team Partners will, vis à vis consumers, only refer to letters of recommendation, test results, or other persons for business purposes if they are authorised to by the reference donor as well as by NATURA VITALIS, these must be applicable and not out of date. Letters of recommendation, tests and personal references must, furthermore, always be related to the intended purpose.

- The consumer will not be induced to accept products as a result of dubious and/or misleading promises, no more than as a result of promises of special benefits, if these benefits are coupled with future, uncertain successes. The Team Partners will refrain from everything that could induce the consumer to accept the offers made only as a personal favour to the seller, to terminate an unwanted discussion or to gain an advantage that is not part of the offer nor as sign of gratitude for the granting of such an advantage.

- A Team Partner is not permitted to make any statements with respect to his remuneration or the potential remuneration of other Team Partners. Furthermore a Team Partner is not permitted to guarantee any remunerations, promise or raise any kind of expectations.

- Team Partners are considerate to persons inexperienced in business matters and, under no circumstances take advantage of the age, illness or limited capability of understanding to induce them to close a contract.

- During contact with so-called socially deprived people or from foreign ethnic groups the Team Partners take the financial situation and their capability to understand and articulate into consideration and especially refrain from anything that would induce the members of such groups to place orders beyond their means.

ETHICAL RULES FOR DEALING WITH TEAM PARTNERS

- Team Partners are always fair and respectful to each other. The above mentioned also applies for dealings with Team Partners from other competitors or other network-marketing companies.

- New Team Partners are truthfully informed of their rights and obligations. Statements on possible turnover and job opportunities are not permitted.

- No verbal commitments to products and services of NATURA VITALIS may be made.

- Team Partners are not allowed to entice Team Partners from other companies. Furthermore, Team Partners are not allowed to entice other Team Partners within NATURA VITALIS to change a sponsor.

- The obligations of the following Team Partner general terms and conditions are also to complied with as ethical rules.

ETHICAL RULES FOR DEALING WITH OTHER COMPANIES

- NATURA VITALIS Team Partners are always fair and honest to other competitors or other companies from the network-marketing sector.

- Systematic poaching of Team Partners from other companies is to be refrained from.

- Disparaging, misleading or unfair comparative statements on other companies’ products or marketing systems are forbidden.

With our company’s ethical rules prepended, we would now like to make you familiar with the NATURA VITALIS’s Team Partners general terms and conditions.

§1 Scope

(1) The following Team Partner general terms and conditions are part of every Team Partner Contract between the Natura Vitalis® GmbH, Adlerstr. 29, 45307 Essen, represented by the managing director Siegfried Deleske, business domicile at the same address (in the following: NATURA VITALIS) Email-Address: info@naturavitalis.de and the independent self-employed Team Partner. It should form the basis for a collaborative, fair and successful business relationship.

(2) NATURA VITALIS delivers its services solely on the basis of these terms and conditions.

§2 Subject matter of the contract

(1) NATURA VITALIS is a company that has, under the brand name “Natura Vitalis”, for many years been successfully marketing high quality nutritional supplements, cosmetics and other innovative healthcare and wellness products (in the following: products). The Team Partner should resell the products for NATURA VITALIS at his choice (reselling means the Team Partner sells the products under his own name and on his own account) and/or convey so that the reselling is rendered and/or the conveyance of the products represent the basis of a Team Partner’s transaction. For this activity it is, above and beyond the purchase of one of the available start-sets or the dynamic cart and the payment of the annual software and license fee in the sense of § 6 (2), not necessary that the Team Partner incurs any expenses, nor that he accepts or purchases a minimum number of products or other services from NATURA VITALIS or that the Team Partner recruits other Team Partners. Only the free registration is required. For his activity the Team Partner receives a corresponding commission based on the product revenue

(2) In addition there is the possibility, but not the obligation, of recruiting other Team Partners. For this activity the recruiting Team Partner receives, once the required qualification has been achieved, a corresponding commission on the recruited Team Leader’s product sales. Whereas for the recruitment of Team Partners (or customers) a premium will explicitly not be paid. The commission as well as the type and means of payment is oriented to the marketing plan valid at the time.

(3) In addition to training and personalised marketing tools and a selection of fee-based starter-sets or a dynamic cart and a selection of products, NATURA VITALIS provides the Team Partner with an online-back-office and a personalised landing-page including a right of use, in the sense of § 6 (1) for the first contract year. The back-office enables the Team Partner to have, among other things, an up-to-date and comprehensive overview of the revenue he has generated, commission claims, invoices as well as Team Partner and downline developments.

§3 General requirements for the conclusion of a contract

(1) A conclusion of a contract is possible with public companies, private companies or with natural persons above 18 years of age and are businessmen in possession of a trading certificate (e.g. trading license) (if required). A conclusion of a contract by consumers is not possible. Only one application will be accepted per natural person and also per private company (e.g. GbR, OHG, KG) and legal entity (e.g. AG, GmbH, Ltd.).

(2) If a public company submits a Team Partner application, the corresponding trade register excerpt for the registration and the VAT identification number must also be presented. All partners and, if necessary, also the partners’ partners, if one of the partners is also a legal entity or a private company, must be named, be at least 18 years old and have sign the contract. The partners are personally liable vis à vis NATURA VITALIS for the conduct of the public company.

(3) For private companies, the corresponding trade register excerpt for the registration and the VAT identification number must also be presented - if available. All partners and, if necessary, also the partners’ partners, if one of the partners is also a legal entity or a private company, must be named, be at least 18 years old and have sign the contract. The partners are personally liable vis à vis NATURA VITALIS for the conduct of the private company.

(4) In Italy, Italian law does not allow a corporation within the meaning of paragraph (2) and a partnership within the meaning of paragraph (3) to register as a member (incaricato); in Italy, only natural persons can register with NATURA VITALIS as a team partner (incaricato). The team partner (incaricato) must send a copy of a valid ID document to NATURA VITALIS and must comply with the "Honesty Requirements" according to Section 71 of Legislative Decree No. 59/2010 [Decreto Legislativo n. 59/2010], whereby compliance with the aforementioned obligation must continue for the entire term of the contract.

(5) Special rules for France and Italy for joint team partner accounts

(a) Special rules for FRANCE

Team partners in France (as VDI partners under French law) are not allowed to have joint team partner accounts, i.e. a third party may not share ownership of a team partner account. Spouses (including registered civil partnerships) may neither register jointly as one team partner nor may they each individually have a team partner account within the same structure.

(b) Special rules for ITALY

Team partners in Italy (incaricati) are not allowed to have joint team partner accounts, i.e. a third party may not share ownership of a team partner account. Spouses (including registered civil partnerships) may neither register jointly as one team partner (incaricato) nor may they each individually have a team partner account within the same structure.

(6) If purchase order forms or order forms are used these count as part of the contract.

(7) To begin his activity as a Team Partner he can register online or offline at NATURA VITALIS. During the registration the Team Partner must fill out the Team Partner application correctly and completely (and for an offline registration to sign it) and then to send the application to NATURA VITALIS using the specified method. In addition, by the corresponding active setting of ticks during an online registration, and by a dedicated signature for an offline registration prior to sending the Team Partner application, the Team Partner accepts these Team Partner general terms and conditions as well as acknowledging the marketing plan and accepts these as part of the contract. As a rule the approval is given within four weeks after receipt of the correct application, in writing or electronically or by an explicit statement or implied by the sending of the start-package or dynamic cart ordered in the application.

(8) NATURA VITALIS reserves the right to refuse Team Partner applications at its own discretion without giving any reasons.

(9) In the event of a violation of the obligations defined in paragraphs (1) to (3) and (5) clause 2, the NATURA VITALIS is authorised to terminate the contract with Team Partner without notice and without previous warning. In this case of termination without notice, the NATURA VITALIS also expressly reserves the right to enforce claims for compensation.

§4 Status of the Team Partner as a business

(1) The team partner acts as a self-employed and independent business. Thereby the parties correspondingly assume that the Team Partner will initially work extra-professionally. He is neither an employee, nor a salesman, franchisee or an agent of NATURA VITALIS. There are revenue objectives, purchase or any other kind of activity obligations. With the exception of the contractual obligations the Team Partner is not subject to any instructions from NATURA VITALIS and bears the complete business risk of his business dealing including the obligation to bear all of his business expensed. The Team Partner is obliged to set up and operate his business - as far as required - as a good businessman, including for which - if necessary - the operation of his own office with a workplace that is operated in the sense of a good business.

(2) As a self-employed businessman the Team Partner is solely responsible for the compliance with the applicable legal provisions, including tax and social statutes (e.g. obtaining a VAT identification number, or registering his employers with the social insurance, and also for obtaining a business license, if necessary. In this respect the Team Partner commits to pay tax correctly, at his place of residence, on his commission income generated as a result of his activity for NATURA VITALIS. NATURA VITALIS reserves the right to deduct the respective sum for taxes and deductions from the agreed commission, respectively to claim damages or compensation of expenses resulting from a breach of the above mentioned provisions, with the exception of damage or expenses for which the Team Partner is not responsible. The NATURA VITALIS will not pay any social insurance contributions for the Team Partner.

(3) Special rules for FRANCE

Team partners (as VDI partners under French law) may not, under any circumstances, act as an employer nor may they have a contractual relationship with other team partners from their downline, insofar as this contractual relationship relates to the NATURA VITALIS business. No remuneration of any kind may be paid by one team partner to another.

(4) Special rules for ITALY

Insofar as it is legally obliged to do so, NATURA VITALIS will deduct social security contributions and income taxes (and any other mandatory taxes or duties) from the commissions to be paid to the team partner (incaricato) and pay them to the responsible Italian authority.

§5 Voluntary notice of cancellation

You register yourself with NATURA VITALIS as a businessman and not as a consumer, consequently you are not entitled to a legal notice of cancellation. Nevertheless, NATURA VITALIS voluntarily grants you following 14 day right of cancellation.

Voluntary right of cancellation

You can revoke your contract declaration within two weeks, after sending your contract application, in writing without giving any reason (by letter or email) and, in return, the complete purchase price of all products bought or of the starter-set or else dynamic cart will be refunded, if the products or the goods in the starter-set or else dynamic cart are unused, unopened and can be resold.

After revoking his old position, a Team Partner can again register at NATURA VITALIS via a new sponsor. Prerequisite is that the revokement of the old position as Team Partner was at least 12 months earlier, and that during this time the revoking Team Partner did not conduct any activities for NATURA VITALIS

Team partners (incaricati) are entitled to a special right of termination in addition to the voluntary right to withdraw from the contract after submitting the application. However, if they do not exercise said right within 10 working days after signing (the signature date applies for offline applications; the submission date for online applications), they accept the contract and the general terms and conditions as part of the contract without waiving their right of withdrawal.

§6 Use of the back-office and of the personalised landing page / software and licensing fees

(1) The Team Partner obtains the right to use the back-office and personalised landing page for the term of the contract. The right of use is a simple, non-transferable right of use with respect to the concrete back-office and the landing-page; the Team Partner has no right to changes, processing or any other form of modification to the back-office no more than he has a right for the granting of sub-licenses.

(2) For the use and the maintenance, administration, supervision and care of the back-office and the personalised landing-page NATURA VITALIS charges a yearly software and license fee based on the respectively applicable price list to paid yearly in advance, starting in the 2nd. year of the contract.

§7 Team Partner’s obligations

(1) The Team Partner is obliged to protect his personal passwords and login identification against misuse by third parties.

(2) During his activity The Team Partner is, not allowed to violate competition laws (e.g. health claims directive, LFGB, LMIV, cosmetics directive), nor to violate the rights of NATURA VITALIS, their Team Partners, associated companies or other third parties, and is not allowed to cause inconvenience to other third parties or to violate applicable laws. This is especially applicable for the prohibition of unpermitted telephone marketing and the sending of unwanted marketing emails, marketing faxes or marketing SMS (spam).

(3) Special advertising guidelines

(a) The Team Partner may not disclose any details on his income or the earning opportunities at NATURA VITALIS on advertising media, nor in any other form. On the contrary, the obligation is always applicable to expressly make potential Team Partners, in recruiting discussions, aware of the fact that achieving a higher long-term income is only possible as a result of intensive continuous work.

(b) Sales and marketing negotiations may not give the false impression of any kind of commission, that could be understood as a “reward” or any other provision in connection with the simple recruiting of a new Team Partner, or undertake any other dealings that give the impression that the marketing system being promoted is an illegal marketing system, namely an illegal progressive snowball system or a pyramid system or any other kind of fraudulent marketing system.

(c) Sales and marketing negotiations may not be directed towards minors or persons inexperienced in business dealings and not in any way take advantage of their age, illness or limited capability of understanding to cause consumers to close a contract. During contact with so-called socially deprived people or from foreign ethnic groups the Team Partners take the financial situation and their capability to understand and articulate into consideration and especially refrain from anything that would induce the members of such groups to place orders beyond their means.

(d) No sales or marketing negotiations may be conducted that are inappropriate, illegal or uncertain respectively excerpt unreasonable pressure on the selected consumer.

(e) Team Partners will, vis à vis consumers, only refer to letters of recommendation, test results, references or other persons for business purposes if these are officially authorised by the reference donor as well as by NATURA VITALIS, these must be applicable and not out of date. Letters of recommendation, tests and personal references must, furthermore, always be related to the intended purpose.

(f) The consumer will not be induced to accept products as a result of dubious and/or misleading promises, no more than as a result of promises of special benefits, if these benefits are coupled with future, uncertain successes. The Team Partners will refrain from everything that could induce the consumer to accept the offers made only as a personal favour to the seller, to terminate an unwanted discussion or to gain an advantage that is not part of the offer nor as sign of gratitude for the granting of such an advantage.

(g) A Team Partner may not assert that NATURA VITALIS’s marketing plan or the products have been authorised, approved or supported by public authorities or that they have been rated as legal by a solicitor’s office.

(h) No unauthorised statements may be made with respect to healing, health or similar, or in connection with the products as dietary supplements, no more than the therapeutic effects respectively healing or soothing of illnesses or statements on prevention for the products as dietary supplements.

(4) The Team Partner is informed that any breaches of legal advertising prohibition and competition law prohibitory injunctions from competitors or associations can result in additional civil law damage claims, and in individual cases even be enforced as a misdemeanour or as a criminal offence. Against this background the use, creation and dissemination of own websites, sales documentation, own product brochures or any other independently created media and advertising media, as well as the modification of the personalised internet shop provided to the Team Partner are not allowed. If the Team Partner purchases NATURA VITALIS products in internet media, such as, e.g. social networks (e.g. Facebook or Instagram), online blogs or chatrooms (e.g. WhatsApp or Snapchat) (selling is not permitted), he may, at all times, only use the official NATURA VITALIS marketing statements, and, at no point, make statements regarding his income or the earning opportunities at NATURA VITALIS or advertise for an activity at NATURA VITALIS as an employee.

(5) The NATURA VITALIS products may be presented and sold by the Team Partner, revocably, within the scope of four or more eye discussions, at home-parties, online-home-parties, online network events and/or in online conferences. NATURA VITALIS products may not be offered at other points of sales, especially supermarkets, internet platforms such as, e.g. eBay, Amazon, in television marketing shows, telemarketing, teletext marketing or via comparable marketing channels.

(6) It is always forbidden for the Team Partner to sell his own marketing and/or sales documentation to other NATURA VITALIS Team Partners nor to market this in any other way.

(7) The NATURA VITALIS products may, in addition, also be marketed directly via physiotherapists, doctors, alternative practitioners, diet and health consultants, fitness studios or clubs, solariums, culinary establishments and other comparable servicer providers or shops. The Team Partner may also present the products at trade fairs and technical exhibitions with NATURA VITALIS’s written consent.

(8) In the course of business the Team Partner may not give the impression that he is dealing on behalf or in the name of NATURA VITALIS. On the contrary, he is obliged to introduce himself a “An independent Team Partner in the Natura Vitalis GmbH healthcare network”. Internet homepages, stationery, business cards, car graphics and advertisements, advertising material and similar must always bear the supplement “Independent Team Partner in the Natura Vitalis GmbH healthcare network” and may not, without the previous, explicit written agreement, contain the NATURA VITALIS logo and/or the brand work title, business descriptions and other characteristics of NATURA VITALIS. Furthermore it is forbidden for the Team Partner to apply for and to borrow loans in the interest or in the name of the NATURA VITALIS company, nor, in the name of the company, to incur expenditures, to enter into any obligations, to open bank accounts, to close any other kind of contracts or in any other manner to give binding declarations of intent. The Team Partner is neither given an authority to collect nor a proxy to represent NATURA VITALIS vis à vis third parties. Nor more than the Team Partner is liable for the fulfilment of a conveyed transaction.

(a) Special rule for ITALY:

Team partners (incaricati) must identify themselves as "Independent NATURA VITALIS-Incaricati" for actions in Italy in accordance with para. (8).

(9) In business dealings the Team Partner is not authorised to make negative or disparaging comments, nor in any other manner illegal remarks, on competitors’ brands respectively nor to make negative or disparaging comments, nor in any other manner illegal remarks, on other companies, nor to make negative or disparaging comments, nor in any other manner illegal remarks, on competitors’ Team Partners.

(10) All presentation, advertising, education, and film material, product labels etc. from NATURA VITALIS (including photographs) are protected by copyright. They may not be disseminated in excerpts, made publicly accessible or processed by the Team Partner, above and beyond the rights of use granted in the contract without the previous explicit written permission from NATURA VITALIS.

(11) The use of the NATURA VITALIS logo and/or the brands, work title and business descriptions and any other NATURA VITALIS labelling is only permitted with the explicit, previous written agreement. This also applies to the registration of internet domains. NATURA VITALIS can demand that internet domains using the name NATURA VITALIS and/or the brands, work title and business descriptions and any other NATURA VITALIS labelling for which the permission for use was not expressly given in writing by NATURA VITALIS, be deleted and/or transferred to NATURA VITALIS. The transfer costs for the domain will be borne by NATURA VITALIS in the event of the transfer. Furthermore it is forbidden to register own brands, work title or other property rights containing trade marks that are possibly registered or protected in another country/area or contain other protected brands, product descriptions, work title or business descriptions from NATURA VITALIS. The above interdiction applies to identical as well as similar labels or products. The modification of the product label, repacking and the modification of the products is also forbidden. Products that are not from NATURA VITALIS may not be sold or advertised under or with the NATURA VITALIS name or with NATURA VITALIS labels.

(12) After termination, a Team Partner can again register at NATURA VITALIS via a new sponsor. Prerequisite is that the termination of the old position as Team Partner, and the confirmation by NATURA VITALIS, was at least 12 months earlier, and that during this time the terminating Team Partner did not conduct any activities for NATURA VITALIS

(13) The Team Partner is not allowed to answer any questions from the press on NATURAL VITALIS, its products, the NATURA VITALIS marketing plan or any other NATURA VITALIS services. The Team Partner is obliged to pass on all questions from the press to NATURA VITALIS.

(14) The Team Partner commits - as far as possible - to ensure that customer data collected as a result of a marketing service is only used within the scope of his activity for NATURA VITALIS and are especially not disclosed to other third parties and/or are used for third party services.

(15) The Team Partner may only promote services or recruit new Team Partners for NATURA VITALIS in such countries that have been officially opened by NATURA VITALIS.

(16) NATURA VITALIS enables the Team Partner to purchase the products for his personal requirements and the requirements of family members. Under no circumstances may the Team Partner himself or members of his family, arrange for other Team Partners or other third parties to purchase goods above and beyond the personal requirements to create or feign a commission claim or to do a family member “a favour”.

(a) Special rule for ITALY:

Team partners (incaricati) may only purchase NATURA VITALIS goods for personal consumption, so that para. (16) clauses 1 - 2 do not apply unless they concern family members.

(17) The use of billable telephone numbers for marketing the activity or products from NATURA VITALIS is not allowed.

(18) Special rule for ITALY:

(a) Team partners (incaricati) are prohibited from reselling NATURA VITALIS goods. All sales of goods including invoicing are to be arranged directly by NATURA VITALIS. NATURA VITALIS collects the value added tax directly from the end customer on the basis of the purchase price in accordance with the currently applicable VAT rates. The prohibition on resale per clause 1 also means that paragraphs (3), (5) and (6) are not applicable here insofar as they relate to the resale of goods and services and/or to the other purchase of goods beyond personal needs.

(b) Sales promotion of NATURA VITALIS goods and services may only take place within Italy.

(c) If team partners send or otherwise use advertising for an event, the advertising must contain the following wording: "Team partners, as participants in a direct sales system, are prohibited from persuading third parties to make a payment by promising any benefits that third parties might obtain through their own participation in the direct sales system. Also, don't be misled by claims that high incomes are easily attainable.”

(19) Special rules for FRANCE

(a) Team partners with billing addresses in France must follow the Code de Conduite of the Fédération de la Vente Directe [Code of Conduct for Direct Selling Associations], which can be found on its website at www.fvd.fr.

(b) Team partners as VDI partners under French law may only present NATURA VITALIS goods and services through personal contact, i.e. during personal meetings. This means para. (4), (5), (7) and (18) are not applicable here, insofar as they do not relate to sales promotion during a personal meeting.

(c) Team partners may only purchase €400.00 including VAT in NATURA VITALIS products each month.

(20) Special rules for the UNITED KINGDOM

(a) Team partners with a UK billing address are bound by the Code of Ethics of the Direct Selling Association, which is available on the website at www.dsa.org.uk.

(b) In accordance with the laws governing direct sales in the UK, team partners with a UK billing address are not permitted to make an investment in excess of £200 (including VAT) in the first seven days of their contract. Team partners must never be tempted to buy more inventory than they can definitely sell. They should also not attempt to “buy” a higher position within the sales organisation.

(c) If team partners send or otherwise use advertising for an event, the advertising must contain the following wording: "Team partners, as participants in a direct sales system, are prohibited from persuading third parties to make a payment by promising any benefits that third parties might obtain through their own participation in the direct sales system. Also, don't be misled by claims that high incomes are easily attainable.”

§8 Non-competition / poaching / selling third party services

(1) The Team Partner is allowed to sell products and/or services from other companies, including network marketing, provided they are not competitors.

(2) Regardless of the permission worded in paragraph 1, the Team Partner is not allowed to sell products or services from other companies to other NATURA VITALIS team partners.

(3) Inasmuch that the Team Partner is, at the same time, active for more than one company or network marketing company, he commits to organise the respective activities (together with his respective downline) in such a manner that no connection of confusion with his activity for the

other company takes place. In particular the Team Partner may not offer other products, not from NATURA VITALIS, at the same time from the same location or in the immediate vicinity or on the same internet page, Facebook page, other social media platforms or internet platforms.

(4) In addition the Team Partner is not allowed to recruit other NATURA VITALIS Team Partners for the marketing of other products.

(5) It is also forbidden for the Team Partner, as a result of the closure of a Team Partner contract, to infringe upon other Team Partners or against other marketing contracts that he has closed with other companies where the clauses are still effective.

(6) Special rule for ITALY:

NATURA VITALIS reserves the right to seek compensation from team partners (incaricati) for breach of the obligations under paragraphs (2) - (5) in accordance with Art. 1382, para. 1 of the Italian Civil Code [Codice Civile].

§9 Confidentiality

The Team Partner must maintain absolute secrecy regarding NATURA VITALIS business and company secrets and its structure. The business and company secrets include, in particular, information on downline activities and the downline-genealogy and the information contained therein, the Team Partner, customers’ and Team Partners’ data and the information on business relationships between NATURA VITALIS and its associated companies and other providers and suppliers. This obligation continues to apply after the termination of the Team Partner contract.

§10 Sponsor, Team Partner protection, bonus manipulation, no territorial protection

(1) That Team Partner, who recruits a new Team Partner, for the first time, for the marketing of NATURA VITALIS products (sponsor), is assigned the new Team Partner in his structure according to the marketing plan and the placement objectives defined there (Team Partner protection), in doing so the date and time of the receipt of the new Team Partner’s registration application at NATURA VITALIS applies for the assignment. The option of changing the “Set position” of a directly or indirectly sponsored Partner is not possible. A newly acquired team partner is one who has placed and paid for an order of at least 80 PV within 14 days of his team partner registration. If a team partner registration was made without a subsequent order of at least 80 PV, the person will initially receive the status of "aspirant" for the period of 14 days. The sponsor of this "aspirant" has the corresponding team partner protection during these 14 days. If the "aspirant" does not place and pay for an order of at least 80 PV within this 14-day period, he loses the status of "aspirant" and is listed as a customer in the sponsor's structure. Thus, the team partner protection for this person expires.

(2) NATURA VITALIS is authorised to delete all personal data, including the email address of a sponsored Team Partner from its system if marketing mail, letters or emails are returned with the comments “moved”, “died”, “not accepted”, “unknown” or similar, and the newly recruited Team Partner or the sponsor does not rectify the incorrect data of the newly recruited Team Partner within a reasonable deadline of 14 days. If NATURA VITALIS incurs costs as a result on marketing post and parcels not being deliverable, it is authorised to claim the costs, except if the incorrect delivery was made non-culpable.

(3) Furthermore, cross-line sponsoring and the attempt of such within the company is prohibited. Cross-line sponsoring means the acquisition of a natural or a legal person or of a private company that is already a NATURA VITALIS Team Partner in another marketing line or already had a Team Partner contract during the past 12 months. Inasmuch, it is also forbidden to use the name of the spouse, relations, trade names, public companies, private companies, trust companies or other third parties to circumvent this provision.

(4) Bonus manipulations are not allowed. This includes, in particular, the sponsoring of Team Partners who do not actually perform the NATURA VITALIS business (so-called dummies) and open or concealed multiple registrations. Inasmuch, it is also forbidden to use the name of the spouse, relations, trade names, public companies, private companies, trust companies or other third parties to circumvent this provision. It is also forbidden to arrange for third parties to sell or buy products in order to achieve, as a result, a better position in the marketing plan, to manipulate the group bonus or to otherwise effect a bonus manipulation. In addition, the closure of a remuneration or participation agreement, by which a Team Partner participates directly or indirectly in the provision claims of another Team Partner is forbidden.

(5) The Team Partner has no claim to territorial protection.

§11 Written warning, contractual penalty, compensation for damages, exemption from liability

(1) In the event of the first breach of the Team Partner’s obligations as regulated in § 7 a written warning will be issued by the NATURA VITALIS with a deadline of 10 days for the rectification of the infringement. The Team Partner commits to reimburse the costs of the warning, in particular the legal costs incurred for the warning.

(2) It is expressly referred to § 16 clause (2) according to which NATURA VITALIS is, in the event of an infringement against the obligations defined in §§ 8, 9 and 10 (3) and (4), 18 (3) and 19 and a particularly severe infringement of obligations as defined in § 7, other applicable contractual or statutory rights, authorised to terminate immediately without any warning, but according to its own discretion to also enforce measures according to § 11 (1) for a first breach of obligations. Regardless of the extraordinary right of termination described in § 16 clause (2) NATURA VITALIS has the right, in individual cases, upon occurrence of the above mentioned breaches of obligation, at its own discretion, before issuing the immediate notice of termination, to issue a written warning in the sense of paragraph (1) with a shorter deadline for the rectification.

(3) If after the expiration of the rectification deadline set in the warning, the same or a very similar infringement occurs or the original infringement, that resulted in the warning, has not been rectified, an immediate contractual penalty, set at NATURA VITALIS’s own discretion will be due which in the event of disputes will be examined by the court responsible. For the enforcement of the contractual penalty additional legal costs will be incurred which the Team Partner is obliged to compensate.

(4) Regardless of the enforced contractual penalty the Team Partner is liable for all damage caused to NATURA VITALIS as a result of the Team Partner’s breach of obligations, except if the Team Partner was not responsible for the breach of obligations.

(5) In the event of a claim by a third party as a result of a breach of a contractually specified obligation or an infringement against statutory rights by the Team Partner, the Team Partner exempts NATURA VITALIS from the liability upon the first request by NATURA VITALIS. In particular, the Team Partner commits to bear all costs especially lawyer, court and damage compensation expenses that may be incurred by NATURA VITALIS in this context.

§12 Adjustment of the prices and commissions

NATURA VITALIS reserves the right, especially with regard to changes to the market situation and/or license structure, to adjust the prices to be paid by the Team Partner or the commission portion allocated to the services, the marketing plan or usage fees, at the beginning of a new accounting period. NATURA VITALIS will notify the Team Partner of the change within a reasonable period prior to the change. Price increases of more than 5% or changes to the marketing plan to the Team Partner’s disadvantage give the Team Partner the right to object to the change. If he does not object to the changed conditions within one month after notification then these become part of the contract. Changes known at the time of the closure of the Team Partner contract are not notifiable and do not justify the Team Partner’s right to objection. In the event of an objection, NATURA VITALIS has the right to an extraordinary termination of the contract in which the changed or supplemental conditions were to come into force.

§13 Marketing aids, gifts

All free marketing aids and other gifts from NATURA VITALIS can be revoked, effective for the future, at any time

§14 Remuneration, commissions and accounting

(1) As remuneration for a successful conveyance and his activity the Team Partner receives, when he achieves any qualifications required, a commission and other remuneration, which, including the respective qualification requirements, are contained in the NATURA VITALIS marketing plan. All commission claims result from the respectively applicable marketing plan that the Team Partner can retrieve in his back-office, and which can be viewed at any time in the back-office. With the payment of the remuneration all the Team Partner’s expenses for the maintenance and execution of his business are, unless otherwise agreed upon in the contract, covered.

(a) Special rules for ITALY for the purpose of transparency

The commission to be paid to team partners (incaricati) is calculated on the basis of the specific purchase contract (and the net sales price shown therein), entered into , accepted, and fulfilled between NATURA VITALIS and the end customer with the team partner's sponsorship.

(2) A successful conveyance in the sense of (1) only exists if the contract relationship between the customer and NATURA VITALIS effectively comes about, and the customer has not revoked his order for the closure of a contract, in particular in accordance with the provisions for distance and door-to-door selling. A commission claim only exists when the payment by the customer has been credited to the NATURA VITALIS account and all other disbursement conditions have been fulfilled.

(3) A commission claim does not result especially if

a.) the customer makes use of his right of cancellation,

b.) if the contract is legally effective contested by the customer,

c.) if the customer order came about illegally,

d.) NATURA VITALIS does not accept the contract

e.) incomplete, incorrect customer orders have been submitted.

Furthermore no commission claim comes about in cases of fraudulent conveyance, either as a result of fraudulent or improper measures by the customer, the Team Partner or his agents.

(4) The remuneration paid in the sense of (1) is initially to be understood as an advanced commission payment to the amount of 100% of the remuneration to be paid. If, after closure of the conveyed transaction the transaction is cancelled or if a Team Partner downline from the sponsor, within the scope of the processing of revokement or right of return, gives the commissionable payment back to NATURA VITALIS or if the commission claim does, for any reason, not exist in the sense of (3), then NATURA VITALIS will debit the Team Partner’s account with the repayment of the advance commission payment, that he received within the scope of his conveyance activities for the conveyance of these products.

(5) NATURA VITALIS reserves the right, prior to the initial payment of commission, to request the proof of the business registration (e.g. submission of the trading license). For legal persons or private companies or registered traders NATURA VITALIS reserves the right to the submission of the current trade register excerpt (not older than one month).

(6) Initially the Team Partner is registered at NATURA VITALIS as a petty trader. He will immediately inform NATURA VITALIS, by notifying his tax number and by submitting a confirmation form the his responsible tax office, as soon as he, within the scope of his business activity, opts for the payment of value added tax or exceeds the small business limit. As soon as the Team Partner’s monthly commission claim exceeds 1,400.00 € for the first time, NATURA VITALIS no longer handles the Team Partner as a petty trader, so that NATURA VITALIS will request the Team Partner to notify NATURA VITALIS of his value added tax identification number, which must be notified immediately upon receipt of the request, at the latest, however, within 14 days, if or inasmuch that no value added tax identification number exists, proof of the request for the issuance of a value added tax identification number must be demonstrated within the above mentioned deadline. NATURA VITALIS will only pay the commission after receipt of the value added tax identification number and will, until then, make use of its right of retention. The possibility of the blocking the Team Partner general terms and conditions, in accordance with § 15 (1) is expressly pointed out.

(a) Special rule for ITALY:

Article 3 of Law No. 173/2005 [Legge N. 173/2005] states that the work of team partners (incaricati) is to be regarded as practiced on an “occasional” basis, provided that the annual income from this activity does not exceed EUR 5,000.00 net. The “occasional” basis of working as a team partner (incaricato) implies that all remuneration paid to the team partner (incaricato) by NATURA VITALIS is not subject to VAT. If the annual income of the team partner (incaricato) exceeds EUR 5,000.00 net, they must immediately obtain a VAT number from the responsible tax authority. As soon as the team partner (incaricato) has been assigned a VAT number, their activity is considered "habitual". The team partner (incaricato) will then inform NATURA VITALIS immediately of the closing of its VAT position/blocking of its VAT number. The same applies to changes in relation to their VAT position/number. In the event the VAT position is closed or VAT number is blocked, this will automatically lead to the end of the team partner's (incaricato) for NATURA VITALIS, provided the annual income exceeds the amount of EUR 5,000.00 net; and NATURA VITALIS will terminate the contract with the team partner (incaricato) extraordinarily. Furthermore, the team partner (incaricato) is obliged to register with Gestione Separata INPS (INPS special administration) and notify NATURA VITALIS of the same within 30 (thirty) days if their annual income exceeds EUR 5,000.00 net; said notification must also indicate the amount of INPS contributions to be paid. If the team partner (incaricato) carries out “door-to-door home sales” for another company, they are obliged to report said activity immediately, including the annual gross income, as soon as they have the relevant information.

(7) The Team Partner’s commission will be paid monthly and can, unless a deviating account has been accepted in writing by NATURA VITALIS, only be credited to accounts bearing his name or that of a private company or a legal person that are in a contractual relationship to NATURA VITALIS. Payments to third party accounts or to a bank connection outside the country in which the Partner is registered cannot be made. If Natura Vitalis incurs bank charges, that exceeds the usual bank charges, which occur for domestic bank transfer, the company Natura Vitalis is eligible to pass this bank charges to teampartners also in accordance with paragraph (10) article 1 , in the way they exceed the usual bank charges.

(8) The Team Partners agree that claims for a commission higher than that defined in the contract do not exist and cannot be enforced. With the commission all the VP’s claims have been compensated, in particular all travelling costs, expenses, office costs, telephone costs and other expenditures for marketing material, as well as all additional costs in connection with the fulfilment of the contract, Furthermore, with the payment of the remuneration according to (1) all the Team Partner’s services are compensated, in particular for the creation and care of the Team Partner inventory, of the customer base and the resulting future market potential and are to be seen as an advance payment for this, so that in the event of the contract being terminated, by which party and for whatever reason, no settlement and/or compensation claims, no matter on what legal base, are to be paid by NATURA VITALIS. § 16 (5) is expressly pointed out.

(9) NATURA VITALIS has the right to enforce a right of retention within the scope of the legal provisions. In addition NATURA VITALIS has the right to enforce a right of retention for the payment of commission, if not all contractually and legally required documents have been submitted prior to the initial payment,e.g. value added tax identification number for legal persons, if requested and issued. In the case of the right of retention for the payment of commission is exercised on the part of NATURA VITALIS it is deemed to be agreed upon that the Team Partner has no right to interest for the period of the retention of the commission.

(10) NATURA VITALIS is authorised to charge any demand on the Team Partner, that NATURA VITALIS is entitled to, against his commission claim, partly or completely.

(11) Assignment and pledging of Team Partner’s claims resulting from Team Partner contracts are precluded, inasmuch that it is not contrary to mandatory law. The burdening of the contract with third party rights is not allowed, inasmuch that it is not contrary to mandatory law.

(12) The Team Partner will promptly check the accounts and immediately notify NATURA VITALIS of any objections. All commission claims result from the respectively applicable marketing plan that the Team Partner can retrieve in his back-office, and which can be viewed at any time in the back-office. NATURA VITALIS is to be informed of incorrect commission, bonuses or other payments within 60 days. After the expiration of this deadline the commission, bonuses or other payments are deemed to have been approved.

(13) The commission is invoiced and paid out, under consideration of NATURA VITALIS’s mode and types of payment, once a month by the 15th of the following month at the latest. NATURA VITALIS reserves the right only to pay out commission above the sum of 5.00 €. If the minimum payment amount is not achieved the commission claim is credited to Team Partner’s business account maintained by NATURA VITALIS and is paid out to the Team Partner in the following month after the minimum payment amount has been reached.

§15 Blocking the Team Partner

(1) If the Team Partner, within 30 days after registration and/or acknowledgement of the requirements for the payment of remuneration and advance commission payments or other payments, does not furnish the required proof (proof of identity and trading license) NATURA VITALIS has the right to temporarily block the Team Partner in the NATURA VITALIS system until the legally required documents have been submitted. The above also applies to the fruitless expiry of a period of grace in the sense of §14 (6). The duration of the blocking does not give the Team Partner the right of extraordinary termination and does result in a claim for refund of the starter-set paid beforehand or dynamic card paid beforehand, or any other claim for compensation, unless the Team Partner is not at fault for the blocking.

(2) In the event of a warning due to documents not being furnished in the sense of (1) after announcement of the blockage the NATURA VITALIS has the right of compensation of the costs required for the warning.

(3) Remunerations respectively advance commission payments or other payments, that could not be paid out for the above mentioned reasons, are booked as reserves without interest by NATURA VITALIS and are time-barred within the legal period of limitation at the latest.

(4) Regardless of the blocking reasons mentioned in paragraph (1) NATURA VITALIS reserves the right to block for an important reason. In particular NATURA VITALIS reserves the right to block the Team Partners access to the back-office without observing a period of notice if the Team Partner violates the obligations mentioned in §§ 7 - 9 and § 10 clauses 3 and 4, or any other applicable law. The blockage remains effective until the violation of the obligation has been rectified after a corresponding warning from NATURA VITALIS. Inasmuch that it is a serious breach of obligations that leads to an extraordinary termination of the contract relationship, the blockage exists permanently.

§16 Duration of the contract, termination of the contract

(1) The Team Partner contract is agreed upon for an indefinite period of time and can be ordinarily terminated by each party with a period of notice of one month to the end of the month. In the event that the annual software and license fees in the sense of § 6 (2) are not paid, the Team Partner will, after neglecting the payment deadline, will be reminded, for a period of one month every time he visits the back-office, of the outstanding payment, after this, if the payment has not been made, the contract will be terminated by NATURA VITALIS.

(2) Regardless of the reason for termination in (1) both parties have the right to terminate the Team Partner contract extraordinarily for an important reason. An important reason for a termination by NATURA VITALIS is also given in the event of a breach of one of the obligations as defined in § 7, as a result of which the Team Partner fails to fulfil his rectification obligation in the sense of § 11 clause (1) on time, or if after rectification of the breach of obligation, at a later point in time, the same breach or a comparable infringement occurs. A reason for extraordinary termination also exists in the event of an infringement of § 14 (3), if the Team Partner, after a further deadline has been set, does not communicate the proof to be submitted In the event of a breach of the obligations as specified in §§ 8, 9 and 10 (3)and (4), 18 (3) or 19 as well as in the event of a severe breach of those in § 7 or of other applicable legal or contractual rights, NATURA VITALIS has the right of extraordinary termination without a previous warning. Furthermore, there is a reason for an extraordinary termination for each party if insolvency proceedings have been filed against the other party, or the filing was rejected due to lack of assets, or the other party is otherwise incapable of payment, or within in the scope of the foreclosure an affidavit with respect to the incapability of payment has been given. The right of an extraordinary termination has no effect on other claims.

(a) Special rule for ITALY:

NATURA VITALIS also has an extraordinary right of termination vis-à-vis the sales partner (incaricato) if the sales partner (Incaricato) no longer meets the "honest" requirements set forth in Art. 71 of Legislative Decree No. 59/2010 [Decreto Legislativo n. 59/2010] or in the event the VAT position is closed or VAT number is blocked as described in §14 para. (6) (a) above.

(3) Furthermore, NATURA VITALIS also has the right to terminate the Team Partner contract extraordinarily, inasmuch that the Team Partner, as a reseller, has not sold any products over the last 12 months. The right of termination mentioned above does not take effect if the Team Partner, instead of direct sales, achieves a revenue of at least 1,000.00 € net (without freight and packaging) from direct conveyances, or his downline, in the last 12 months. Prior to a termination in the sense of clauses 1 and 2, NATURA VITALIS will, however, give notice by email of the pending termination 15 days prior to announcing it (email to the email address stored in the system), so that the Team Partner has the possibility of buying products or generating the revenue to the required amount within this 15 day deadline.

(4) After a contract has been terminated, subject to any other written provision, a new contract closure is only possible after the expiration of a period of at least 12 months.

(5) After the contract has been terminated the Team Partner no longer has a right to commissions. The does not apply to those contracts already conveyed at this point in time. The claim for these commissions remains unaffected. Furthermore, after the termination of the contract, the Team Partner no longer has a right to a sales agent indemnification payment claim, because the Team Partner, in accordance with § 4 (1) is no longer a sales agent in the sense of the code of commercial law.

(6) Terminations will only be accepted in writing, whereby and an ordinary termination can take place per email.

(7) In the event of a premature termination of a contract with a minimum term such as e.g the software and license fees, in the sense of § 6 (2), there is no claim to a refund of the charges paid or any other amounts paid in connections with the Team Partner contract, except in the event that the Team Partner terminated the contract extraordinarily for an important reason.

(8) If a Team Partner, at the same time, claims other services from NATURA VITALIS, independent of the Team Partner contract, these services remain in force, unaffected by the termination of the Team Partner contract, unless the Team Partner also expressly requests their discontinuance together with the termination. If the Team Partner continues to buy services from NATURA VITALIS after the termination of the contract he will be handled as a normal customer.

§17 Team Partner’s obligations with respect to data protection

It is forbidden for Team Partners to disclose to third parties, above and beyond the contractual rights and/or provisions, to store or to use, the personal or customer specific data that he became acquainted with.

§18 Surrender of the business operation / the sponsored structure to a third party / death of the Team Partner

(1) NATURA VITALIS can surrender its business operation partly or completely or single assets to a third party at any time, if the purchaser complies with applicable laws.

(2) If a new legal person or a private company registered as a Team Partner wants to establish a new partner, this is possible up to an allocation of 20% of the company shares, provided the partners to date, who requested the team partnership, also remain partners. If a partner would like to leave the legal person or private company registered as Team Partner, or would like to transfer the shares from one or more partners, to an amount higher than 20%, to a third party, this transaction is only permissible upon a written request including the corresponding notarial certificate and in compliance with the provisions of this contract only after the previous written agreement, which is at NATURA VITALIS’s discretion. For the processing of the above mentioned request NATURA VITALIS charges an administration fee of 25.00 €. If this stipulation is not complied with, NATURA VITALIS reserves the right of an extraordinary termination of the contract with the legal person or private company registered as a Team Partner.

(3) The Team Partner is authorised to transfer its structure of distribution (downline), after previous written agreement by NATURA VITALIS and submission of the purchase and/or transfer contract with the third party, as well as the presentation of the Team Partner request of the third party to NATURA VITALIS, if NATURA VITALIS does not make use of the right of first refusal to which it is entitled. The transfer of the marketing structure is only possible to persons who are, at the time of the transfer, not Team Partners with NATURA VITALIS. Whereas for NATURA VITALIS a transfer or purchase of marketing structure by a Team Partner is not permitted. If NATURA VITALIS does not make use of its right of first refusal, it can only refuse consent for a very important reason. The Team Partner is obliged to inform NATURA VITALIS of the intended transfer of his marketing structure in writing. After receipt of the written notification NATURA VITALIS has one month to make use of its right of first refusal. If this does not take place, then the transfer is allowed, unless other important reasons speak against it. A sale is only possible in the case of a permanent working relationship. In the event of a termination without notice or a breach of these general terms and conditions the Team Partner’s right to sell his own marketing organisation lapses, this also applies if the selling Team Partner still owes NATURA VITALIS money.

(4) The Team Partner ends, at the latest, with the death of the Team Partner. Under certain legal requirements the Team Partner contract can be bequeathed. Within 6 months after the death, a new Team Partner contract must be closed with the heirs, by which he/she will assume the rights and obligations of the testator. Inasmuch that the heir or one of the heirs is already registered at NATURA VITALIS as a Team Partner, as a natural person, the heir must, because only one position in the marketing plan may be assigned per natural person, forfeit his present position in NATURA VITALIS’s marketing structure, or, if the prerequisites of § 18 (3) exist, then he must transfer one of the two future marketing structures to a third party in accordance with the provisions of § 18 (3). The death must be proved by a death certificate. Inasmuch that a will regulating the inheritance of the Team Partner contract exists, a notarially certified copy of the will must be submitted. After fruitless expiry of the six months deadline all rights and obligations from the contract are transferred to NATURA VITALIS. By exception the six months deadline can be extended by a reasonable time if, in individual cases, it is unreasonably short for the inheritor(s).

(5) In the case that a Team Partner would like to perform his duties under another name, by a capital company, private company, as a married couple, as a registered civil partnership or, for any other reason under another name, this is only possible upon request, whereby NATURA VITALIS has the right to reject the request at its own discretion.

§19 Separation / dissolution

In the event that a Team Partner registered as a married couple/a registered civil partnership, legal person or private company internally closes his company, this also applies after the separation, dissolution or any other kind of termination of one of the above mentioned companies, only one Team Partner position remains. The separating members/shareholders must agree internally under which member/shareholder the Team Partnership is to be continued and NATURA VITALIS must be informed in writing in the form of a notarially certified notification signed by both parties or by the submission of a court ruling. In the event of an internal dispute regarding the consequences of the separation, divorce, dissolution or any other kind of termination with respect to the Team Partnership at NATURA VITALIS, NATURA VITALIS reserves the right of extraordinary termination, if such a dispute results in a neglection of the Team Partner’s duties, in a breach of the Team Partner general terms and conditions, in an infringement of applicable laws or to an unreasonable burden on the down-line or the up-line.

§20 Approval for the use of photographic and audio-visual material, use of recordings of material and presentations

(1) The Team Partner gives NATURA VITALIS, without charge, the right to record and use photographic and/or audio-visual material with his likeness, voice recordings or statements and quotes from him made within the scope of his function as a Team Partner. With the signing of the Team Partner application, and the acknowledgement of the Team Partner general terms and conditions, the Team Partner expressly agrees to a publication, use, duplication and modifications to his quotes or recordings.

(2) The Team Partner is not allowed to make audio, video or any other kind of recordings of events sponsored by NATURA VITALIS as well as of telephone conferences, speeches or meetings for sales purposes, for his personal use or for business use. Furthermore a Team Partner may not make recordings or compilations of audio or video presentations of NATURA VITALIS events, speeches, telephone conferences, or meetings without the previous written permission from NATURA VITALIS.

§21 Data Protection

In the following, find the privacy statement for team partners; he or she confirms their perusal when sending the application for a team partnership. Information about data processing via the NATURAL VITALIS web site can be found don the NATURAL VITALIS web site.

Protecting your personal data is of particular concern to NATURAL VITALIS. We therefore process your data exclusively according to legal provisions and abiding to pertinent privacy regulations. Responsible body regarding privacy laws is:

Natura Vitalis® GmbH
Managing Director: Siegfried Deleske
Adlerstr. 29, D-45307 Essen
Phone: +49 (201) 361 260
Fax: +49 (201) 361 2655
E-Mail: info@naturavitalis.de

(1) Purpose and Legal Basis of Data Processing

We gather personal data for the following purposes and legal bases of data processing. We process your personal data abiding to the General Data Protection Regulation (GDPR), the German Federal Data Protection Act (BDSG-neu), and all other pertinent laws.

(2) Storage of Personal Data

We store your personal data as long as it is required for achieving the respective purpose or if there is a legal retention period. Data, which is stored due to your consent, is stored, until you revoke your consent. Data, which is processed for the purpose of fulfilling a contract with you, is stored as long as the contractual relation exists and possibly longer, if a legal retention period. Data, which is processed for the purpose of our legitimate interests, is stored until your interest in deletion outweighs the interest of storage.

(3) Data Processing when fulfilling a Contract as Team Partner, Transfer to 3rd Parties

To conclude (register) and fulfil a contract as team partner, we process the following personal data: possibly company, first name, surname, address, date of birth, telephone number(s), fax number, Email address(es), web site

To calculate and effect commission payments, we process the following personal data: notice of VAT eligible, VAT ID, IBAN, BIC, account holder, bank name, reason for payment, possibly other information, which is mandatory for commission payments.

Furthermore, we process the following personal data to fulfil a contract as team partner: team partner No., date of commencement of operation as team partner of NATURA VITALIS, achieved status, possibly complete shipping address, if different from address, sponsor and recommendation allocation, position within NATURA VITALIS’ structure, information about placed orders, revenue and sales statistics (own and team)

For the purpose of fulfilling the contract, e.g. billing or commission payments, the personal data of the team partner are passed on to 3rd parties, like e.g. accounting, the bank making the payment, or suppliers, as far as this is required to fulfil the contractual obligations mentioned above. After complete contract execution, including complete payment of the renumeration agreed upon, the data of the team partner is deleted. Data, which has to be retained for tax or commercial law, are blocked after contract execution, except in the case, that the team partner has explicitly consented to the continued use of his or her personal data.

If a team partner achieves a leading position within his or her team or if he or she wants to work as a sponsor or manager, his or her name and contact data is disclosed within the team.

The data of the team partner in a leading position are furthermore passed on to the organization lead, so that he or she is able to see the data of the complete structure.

This data processing is necessary for the initiation and fulfilment of the contract as team partner, in particular to process commission payments and to implement the sales structure. Legal basis for the processing of this data is Art. 6 Subsection 1 Sentence 1 lit. b GDPR.

(4) Processing of Photos and Video Recordings

NATURA VITALIS is allowed, for the purpose of public relations, to process photos and video recordings of the team partners stating their name on the NATURA VITALIS web site, the official social media sites, and in selected online and print marketing media.

This data processing is based on the predominantly legitimate interest of NATURA VITALIS in an optimum structuring of public relations. Legal basis for the processing of this data is Art. 6 Subsection 1 Sentence 1 lit. f GDPR.

(5) Newsletter

With the newsletter, which can be subscribed from NATURA VITALIS, we are happy to routinely inform the team partner via Email and free of charge about us and our offers. If he or she wants to receive our newsletter, we need a valid Email address of him or her and information, which allow us to verify that he or she is the owner of this Email address resp. that the owner of the Email address consents to receiving the newsletter. Further data is not collected.

These data is used exclusively for the dispatch of the newsletter and not passed on. We do only pass on this data to a service provider commissioned by us with the sole purpose of ensuring the proper dispatch of the newsletter using your stipulated Email address and thereby precluding an abuse of your Email address by third parties to the extent possible. Therefore, we store your IP address and the date of subscription when you subscribe to the newsletter. This storage only serves as a proof in case that a third party abuses an Email address and subscribes to the newsletter without consent of the entitled person.

The consent to the storage of the data and the Email address as well as their use to dispatch the newsletter can be revoked at any time. The revocation is free of charge and can be performed with a link in the newsletters, in the team partner’s profile area, or by notice to the above contact address of Natura Vitalis®.

Legal basis for the processing of this data is the team partner’s consent in conjunction with Art. 6 Subsection 1 Sentence 1 lit. a GDPR.

(6) Your Rights as Data Subject

Team partners have specific rights as data subjects within the GDPR:
  • Request information about the categories of data processed, purposes of processing, possible recipients of data, the planned retention period (Art. 15 GDPR);
  • Request correction resp. amendment of incorrect or incomplete data (Art. 16 GDPR);
  • Revoke a given consent with effect for the future at all times (Art. 7 Subsection 3 GDPR);
  • Object to data processing based of a legitimate interest for reasons, which occur due to your specific situation (Art. 21 Subsection 1 GDPR);
  • In special cases within the scope of Art. 17 GDPR request the deletion of data—insofar as this data is no longer required for the intended purpose or if it is processed unlawfully or if you revoked your consent or if you objected;
  • Request the limitation of processing of the data under certain circumstances, if a deletion is not possible or if the obligation to delete is disputed (Art. 18 GDPR);
  • Data Portability, i.e. you can receive the data, which you provided to us, in a common machine-readable format (e.g. CSV) and pass it on to others (Art. 20 GDPR).

In order to assert rights, the authorized buyer contacts NATURA VITALIS.

If the team partner opines, that the processing of his or her data contradicts applicable privacy laws or that his or her privacy rights are infringed in another way, he or she can contact the privacy authorities at any time. A list of all privacy authorities in Germany can be found here: https://www.bfdi.bund.de/DE/Infothek/Anschriften_Links/anschriften_links-node.html

§22 Liability disclaimer

(1) For all damages other than injuries to life, body and health NATURA VITALIS is only liable inasmuch that this is caused by premeditated or grossly negligent actions or due to a culpable breach of a major contract obligation (e.g. payment of the commission) by the NATURA VITALIS, its employees or agents. This also applies to damages from the breach of obligations during contract negotiations and from the execution of prohibited actions. Any further liability for compensation of damage is excluded.

(2) The liability is, except for the injury of life, body and health or premeditated or grossly negligent by NATURA VITALIS, its employees or agents, limited to the typical foreseeable damages at the time of contract closure and, apart from that, to the amount of the average damages typical for the contract. This also applies to indirect damages, in particular lost profits.

(3) The NATURA VITALIS is not liable for damages, no matter what type, caused by the loss of data on the servers, only in the event of grossly negligent or premeditated fault of the NATURA VITALIS, its employees or agents.

(4) Team Partner’s contents secured at NATURA VITALIS are, for NATURA VITALIS, third party information in the sense of the Telemedia Act (TMG).

§23 Involvement of the NATURA VITALIS marketing plan Team Partner

(1) The NATURA VITALIS marketing plan Team Partner, and the provisions contained in it, is also an integral part of the Team Partner contract. The Team Partner must always adhere to these provisions in the latest applicable version.

(2) By sending the online application to NATURA VITALIS the Team Partner ensures at the same time that he has read the NATURA VITALIS marketing plan and acknowledges this as part of the contract.

(3) NATURA VITALIS has the right to make changes to the NATURA VITALIS marketing plan Team Partner at any time. NATURA VITALIS will announce changes to the NATURA VITALIS marketing plan Team Partner within a reasonable period. The Team Partner has the right to object to the changes to the marketing plan. In the event of an objection NATURA VITALIS has the right to terminate the contract to the date when change commences. If he does not terminate the contract within four weeks after the change has come into force, the Team Partner expressly accepts the change.

§24 Contract delivery and payment terms for the purchase of products for the purpose of reselling

The following contract delivery and payment terms apply for the sale of products to Team Partner, who buys these products as a businessman for the purpose of reselling to his customers, i.e. as a company at NATURA VITALIS. All NATURA VITALIS offers are subject to change.

(1) Offers, prices and acceptance of orders, contract texts, contract conclusion

(a) All the Team Partner’s orders for the purpose of reselling are made based on the NATURA VITALIS catalogue sheets valid at the time of ordering. All price quotations are in Euro plus the respective value added tax at the time of delivery and other costs, for example in particular applicable customs duties. The Team Partner can find the articles that cannot be supplied in the backlog list in IVS. If articles shown in the backlog list are ordered, then the Team Partner must reorder these at his own expense. Articles not listed in the backlog list and not in stock will automatically be delivered later at NATURA VITALIS’s expense.

(b) The presentation of the product offerings by NATURA VITALIS does not represent a binding purchase offering. Only with the order after completion of the order process does the Team Partner make NATURA VITALIS a binding offer. The Team Partner can order products per post, fax, email, telephone or online. For purchases in the NATURA VITALIS online shop the Team Partner only orders the products in the shopping basket by clicking on the button “Send order subject to charge”. A contract only comes about with the written confirmation per email or - if NATURA VITALIS abstains from sending an order confirmation - as a result of the Transfer of the products by NATURA VITALIS. We save the contract text and it to you with the confirmation mail. For orders from the back-office area the language of contract is German.

(c) If, between contract closure and delivery, additional or higher duties are incurred as a result of changed legal standards, the NATURA VITALIS has the right to increase the agreed purchase price accordingly.

(d) NATURA VITALIS is authorised to only accept Team Partner’s orders in part, by making deviations or reservations. If the partial acceptance of the order is not acceptable for the Team Partner, he is obliged to notify NATURA VITALIS in writing within three working days of the deviation or the reservation. In this case the contract is deemed to have not been concluded. Otherwise the acceptance of the order by the Team Partner is deemed to have been approved.

(2) Delivery conditions

(a) Unless otherwise agreed in writing, the delivery is ex-works. All delivery obligations are under the reservation of the correct and on-time delivery to NATURA VITALIS by the supplier of the products. Partial deliveries are permitted, unless these are unacceptable for the Team Partner. A further prerequisite for the fulfilment of the delivery commitment is the timely and correct fulfilment of the Team Partner’s obligation to cooperate as the orderer.

(b) With the transfer of the products to the reliable supplier, the risk is transferred to the Team Partner, whereby the transport of the products is always insured. If no written agreement exists, the selection of the means of transport is by NATURA VITALIS at its own discretion, without assuming a liability for the cheapest and fastest conveyance.

(c) If, as a result of an incorrect delivery address or an incorrect addressee, NATURA VITALIS incurs additional shipping costs, then these costs must be refunded by the Team Partner, unless he was not responsible for the incorrect information.

(3) Shipping costs

The individual countries that are delivered to, as well as the shipping costs incurred can be found in the shipping information. The Team Partner in the back-office can find the shipping information.

(4) Payment terms

(a) Unless other expressly agree in writing, the purchase is immediately due upon receipt of the invoice. This also applies to invoices for partial shipments. The Team Partner can use direct debit, payment by credit card or bank transfer as a method of payment. Instalment payments are not possible. A delivery takes place if the prerequisites for the payment in accordance with the respective method of payment are fulfilled.

(b) All prices are inclusive of value added tax

(c) All shipping costs, in particular packaging, transport costs, transport insurance and delivery are, unless otherwise agreed upon, charged to the Team Partner.

(d) In the event of a delay all the Team Partner’s liabilities vis à vis NATURA VITALIS will become payable, in the event of default in payment, the Team Partner is, as a business obliged to pay interest on arrears of 8% above the base interest rate to NATURA VITALIS.

(e) regardless of the minimum damages caused by delay mentioned in (d) NATURA VITALIS may demonstrate a higher interest rate as well as other damages.

(f) The Team Partner only has the right to offset, if the counter-claims are not contested or are legally determined. Furthermore, the Team Partner is authorised to exercise a right of retention as a counterclaim on the same contractual relationship.

(5) Retention of title

(a) The goods supplied shall remain the property of NATURA VITALIS until full payment has been made. If the amount consists of divisible sums, the retention of title only expires when all the receivables in connection with this order have been paid by the Team Partner. If the payment are in arrears of for any other reason in the sense of the retention of title, NATURA VITALIS is authorised to take back the products. The taking back the purchased goods by NATURA VITALIS shall not constitute a withdrawal from the contract, unless NATURA VITALIS has expressed this explicitly in a written form. After taking back the products NATURA VITALIS is authorised to utilise them. The revenue from the utilisation is to be offset against the Team Partner’s liabilities - minus reasonable costs of utilisation.

(b) The Team Partner is only to sell the products under the retention of title within the scope of correct business dealings. The Team Partner is not allowed to pledge the products, to transfer title as security or to make any other dispositions that would jeopardise NATURA VITALIS’s property. The Team Partner already cedes any claims from the resale of the retention of title products in favour of NATURA VITALIS: NATURA VITALIS already accept this cession. The Team Partner is revocably empowered to collect the claims ceded to NATURA VITALIS in his own name as a fiduciary for NATURA VITALIS. NATURA VITALIS can revoke the empowerment as well as the authorisation for reselling, if the Team Partner is in arrears on essential obligations such as the payment to NATURA VITALIS; in the event of the revokement NATURA VITALIS has the right to collect the claim themselves.

(c) In the case of pledges or seizure by third parties of the goods delivered that are under retention of title, the Team Partner must immediately inform NATURA VITALIS in writing and furnish the documents required for an intervention (third party proceedings according to § 771 ZPO (Code of Civil Procedure). This also applies to impairments of any kind. Regardless of this, the Team Partner must inform the third party in advance of the ownership rights of the products. If the third party cannot perform a reimbursement of expenses, the Team Partner is liable for the legal expenses and extra-judicial costs for the legal proceedings.

(d) NATURA VITALIS undertakes to release the securities due to them at the Team Leader’s request to the extent that the realisable value of its securities exceeds the claim to be secured by more than 10 %.

(6) Granting of a right of cancellation, delivery at own risk, right of return, opening of the products

(a) The Team Partner commits to grant the customer - inasmuch that this is required by law - a right of cancellation in accordance with the applicable legal provisions, and must, after cancellation, in accordance with the legal regulations, take back the products. Furthermore the Team Partner is obliged to grant his customers the same 30 day right of product cancellation as is granted by NATURA VITALIS to its customers, with the reservation he is only obliged to take back products that are unused, unopened and resellable, whereby the Team Partner of course has the right to take back products that have been opened on goodwill basis.

(b) The Team Partner himself is responsible for the delivery to his own customers who ordered products from him at their own expense, and in this respect must also operate a corresponding debt collection. NATURA VITALIS only delivers to customers and Team Partners who placed the appropriate orders directly at NATURA VITALIS and with whom NATURA VITALIS, in its own name on its own account, performs the invoicing (no third party deliveries and no third party debt collection).

(7) Examination and complaint obligation, warranty, liability for defects, guarantee

(a) Regarding the warranty, the legal provisions apply, if nothing deviating was agreed upon in (b) - (d).

(b) The period of limitation for claims for the liability of material defects is strictly 24 months and starts with the transfer of the purchase object. Since the Team Partner orders the goods as a businessman (§ 14 BGB), the limitation period is 12 months after transfer of the object. This does not apply if the law, especially in accordance with §§ 478, 479 clause 1 BGB other periods of limitation are mandatory - in this case clause 1 applies. The shortened period also doesn’t apply for cases of damages from injury to life, body, and health, the breach of essential contract obligations (transfer and conveyance of the products) and damages caused by premeditated or grossly negligent behaviour. For this clause 1 also applies.

(c) Upon receipt of the products the Team Partner must promptly examine the products for any possible defects and report these in writing to NATURA VITALIS within 5 working days. Otherwise the products are deemed to have been accepted and the defect liability for obvious defects is precluded. Parcels that, upon delivery, have easily recognisable outside damage may not be accepted. In this case the parcel is sent back freight paid and the transport insurance takes effect. The products will of course be shipped again, new and without delay.

(d) NATURA VITALIS is authorised to replace the products during the warranty period. Only if the replacement delivery, due to NATURA VITALIS’s fault, is not made within a reasonable time or finally failed, does the Team Partner have the right, within the scope of the legal prerequisites, to demand the cancellation of the contract, the reduction of the price or compensation for damages or reimbursement of expenses. The replacement delivery shall be deemed to have failed after a second unsuccessful attempt, unless the nature of the item or the defect or other circumstances indicate otherwise. If compensation for damage or reimbursement of expenses is claimed, NATURA VITALIS’s liability is limited as described in § 22 of these Team Partner general terms and conditions.

(8) Retention, offsetting

The Team Partner has the right of offsetting, of retention or of price reduction only under the condition that his counterclaim has been legally established or accepted in writing by NATURA VITALIS.

(9) Return debits

If the Team Partner is participating in the direct debit service, then a reasonable processing fee will be charged to the Team Partner for return debits at NATURA VITALIS’s expense.

(10) Additional applicability of the Team Partner general terms and conditions

Apart from that the Team Partner general terms and conditions additionally apply for the sale of products to Team Partner, who buys these products as a businessman for the purpose of reselling to his customers, i.e. as a company at NATURA VITALIS. This applies in particular, but not conclusively, regarding the §§ 1,12, 22, 26 and 27 of the Team Partner general terms and conditions.

§25 Limitation period

All claims resulting from this contractual relationship expire for both parties within 6 months, if this is permitted by law. The limitation period begins with the due date of the claim or on the date of the creation of the claim or the perceptibility of the claim. Legal regulation that prescribe a longer limitation period remain unaffected.

§26 Applicable Law/Jurisdiction

(1) The law of the Federal Republic of Germany applies to this contract under exclusion of the UN Convention on Contracts for the International Sale of Goods. Mandatory regulations of the Team Partner’s normal country of residence remain unaffected.

(2) If the Team Partner is a registered trader or legal entity under public law or public special assets or has no inland place of jurisdiction or, after contract closure, moved his place of residence to another country, or at the point of time of institution of proceedings his place of residence is unknown, the place of jurisdiction and fulfilment is the domicile of NATURA VITALIS.

§27 Final provisions

(1) NATURA VITALIS has the right to make changes to the Team Partner general terms and conditions at any time. NATURA VITALIS will announce changes within a reasonable period. The Team Partner has the right to object to the changes. In the event of an objection NATURA VITALIS has the right to terminate the contract to the date when change commences. If he does not terminate the contract within four weeks after the change has come into force, the Team Partner expressly accepts the change.

(2) Apart from that, changes or supplements to these Team Partner general terms and conditions must be in writing. This also applies for the revokement of the written form requirement.

(3) If these Team Partner general terms and conditions are translated into another language, and inconsistencies in any provision between the German and the translated version of the Team Leader general terms and conditions exist, the German version shall always apply.

(4) In the event of invalidity or incompleteness of a clause in these Team Partner terms and conditions, the complete contract will not become invalid. Instead of that, the invalid provision shall be replaced by a provision being valid and corresponding the best to the sense of the invalid provision. The same applies to the closure of a loophole in the need of regulation.

Status of the Team Partner general terms and conditions: 18/08/2020