Limitation of liability
Disclaimer (Risk declaimer)
Preamble /Ethical Rules
On behalf of our company, we would like to welcome you as a new commercial contract partner (in future APL Brand Partner) and wish you all the best for your position as an independent APL Brand Partner of APL GmbH represented by the managing director Alexander Bechtold, domiciled at the same company (hereinafter referred to as: APL) and, first of all, a lot of pleasure during the distribution of our goods. During the distribution process and the contact with other people, customer-friendly attitude and safety, seriousness, fair cooperation with each other and in the entire environment of network marketing, party sales or other direct sales, as well as respecting laws and morals, are always paramount to us.
Therefore, we would like to ask you to read the following ethical rules very thoroughly, as well as our General Contractual Partner Conditions, and to consider them as your daily guiding principles for carrying out your activities.
- Ethical rules when dealing with consumers
- Our APL Brand Partners provide honest and sincere advice to their APL Brand Partners and resolve any misunderstandings regarding goods, business opportunities or other statements made during a consultation.
- The APL Brand Partners shall introduce themselves truthfully and without being asked at the beginning of the sales conversation during personal and telephone contact with the consumer by name and as APL Brand Partners of APL. They shall also disclose the business purpose of their visit or call at the beginning of the sales conversation and make clear which goods or services are to be offered.
- At the APL Brand Partner's request, a sales call can be waived, postponed or a call that has already begun can be amicably terminated.
- APL Brand Partners shall never act in an intrusive manner. In particular, visits and telephone contacts shall take place at reasonable times, unless the consumer has expressly requested otherwise. The companies or their APL Brand Partners will only call a consumer for advertising purposes with the consumer's prior express consent. The caller's telephone number must be provided.
- During a customer contact, the APL Brand Partner informs the consumer about all points concerning the goods offered and - at the consumer's request - the sales opportunity.
- All information about the goods must be comprehensive and truthful. An APL Brand Partner is prohibited from making misleading statements or even promises in any form about the goods.
- An APL Brand Partner must not make any claims about the goods, their prices or the terms of the contract unless they have been approved by APL.
- APL Brand Partners will only refer to letters of recommendation, test results or other individuals for business purposes to consumers if they are authorised by both the reference provider and APL, these must be accurate and not outdated. Letters of recommendation, tests and personal references must also always be related to the intended purpose.
- The consumer will not be induced to purchase products by dubious and/or misleading promises, nor by promises of special advantages if these advantages are linked to future, uncertain successes. The APL Brand Partners will refrain from anything that could determine the consumer to accept the offer made merely in order to do the supplier a personal favour, to end an unwanted conversation or to enjoy a benefit that is not the subject of the offer or to show gratitude for the granting of such a benefit.
- An APL Brand Partner must not make any disclosure in relation to its remuneration or the potential remuneration of other APL Brand Partners. Furthermore, an APL Brand Partner may not guarantee, promise or otherwise create expectations of compensation.
- APL Brand Partners are considerate towards commercially inexperienced individuals and do not take advantage of their age, diseases or limited ability to understand in order to induce them to conclude a contract.
- In the case of contacts with so-called socially disadvantaged or foreign-language speaking groups of the population, APL Brand Partners will show due consideration for their financial capacity and their ability to understand and understand the language and, in particular, refrain from doing anything that could induce members of such groups to place orders that do not correspond to their circumstances.
Ethical rules when dealing with APL Brand Partners
- APL Brand Partners always treat each other fairly and respectfully. The same applies to dealings with APL Brand Partners of other competitors or other network marketing companies, party sales companies or other direct sales companies.
- New APL Brand Partners are truthfully informed about their rights and obligations. Information on possible sales and acquisition opportunities must be omitted.
- No verbal assurances may be made about APL goods and services.
- APL Brand Partners are not permitted to systematically poach APL Brand Partn Brand Partners from other companies. Furthermore, APL Brand Partners are not permitted to induce other APL Brand Partners to change sponsors within APL.
- At the same time, the obligations of the following General Terms and Conditions of Contract must always be observed as ethical rules.
Ethical rules when dealing with other companies
- The APL Brand Partners of APL will always behave fairly and honestly towards other competitors or other companies in the network marketing sector, party sales or other direct sales.
- Systematic poaching of APL Brand Partners from other companies will be refrained from.
- Disparaging, misleading or unfair comparative statements about other companies' goods or distribution systems are prohibited.
With these ethical rules of our company in mind, we would now like to introduce you to APL's General Terms and Conditions of Contract.
§ 1 Scope of application
(1) The following General Contractual Partner Terms and Conditions are an integral part of each APL Brand Partner Agreement between APL GmbH represented by the managing director Alexander Bechtold, domiciled at the same company (hereinafter referred to as: APL) and the independent and autonomous APL Brand Partner. It is intended to form the basis of a joint, fair and successful business relationship.
(2) Special regulation for ITALY
For the purposes of the contractual relationship and these General Terms and Conditions, the APL Brand Partner shall qualify as an "Incaricato alle Vendite a Domicilio" ("Incaricato"), the status of which is governed by Italian Legislative Decree No. 114/1998 [Decreto Legislativo n. 114/1998] and Law No. 173/2005 [Legge N. 173/2005].
It is also important to know that APL Brand Partners (Incaricati) are not allowed to resell APL goods. As a result, the resale clauses of these General Terms and Conditions shall not apply to APL Brand Partners (Incaricati) and any other clauses used in these General Terms and Conditions relating to the marketing or distribution of APL's goods shall be reduced to mere "promotion of the goods" for APL Brand Partners (Incaricati).
(3) APL provides its services exclusively on the basis of these Terms and Conditions.
§ 2 Subject matter of the contract
(1) APL is a company which distributes high-quality food supplements, cosmetic products and other consumer services, in particular concerning health and lifestyle (hereinafter: goods), via a social selling distribution concept. The APL Brand Partner is to act as an intermediary for APL for the goods, so that the provision of the intermediation of the goods forms the basis of the business of an APL Brand Partner. For this activity, it is not necessary that the APL Brand Partner makes financial expenditures in addition to the annual service fee (see § 6), that it purchases/acquires a minimum number of goods or other services from APL or that the APL Brand Partner recruits other APL Brand Partners. The only requirement is registration. The APL Brand Partner shall receive a corresponding commission for its activities.
(2) In addition, there is the possibility, but not the obligation, to recruit other APL brand partners. For this activity, the recruiting APL Brand Partner receives a corresponding commission on the product turnover of the recruited APL Brand Partner if the required qualification is achieved. On the other hand, no commission is expressly paid for advertising. The commission as well as the method of payment shall be based on the compensation plan applicable at that time.
(3) Upon successful registration, APL shall provide the APL Brand Partner, in addition to training and personalised advertising tools, with an online back-office and landing page including a right of use within the meaning of § 6 (1), which enables the APL Brand Partner, among other things, to have an always up-to-date and detailed overview of his referred sales, commission claims, settlements as well as APL Brand Partner and downline activities as well as the possibility for the APL Brand Partner to purchase a starter set without being obliged to do so.
§ 3 General requirements for the conclusion of a contract
(1) A conclusion of contract is possible with corporations, partnerships or with natural persons who have reached the age of 18 and are entrepreneurs in possession of a trade certificate (e.g. trade licence) (if required). It is not possible for consumers to conclude a contract. Only one APL Brand Partner application is accepted per natural person, partnership (e.g. plc, GmbH, Ltd.) and corporation (e.g. plc, GmbH, Ltd.), just as a natural person is not entitled to additionally register as a partner of a partnership or corporation or otherwise indirectly several times.
(2) If a corporation submits an APL Brandpartner application, a copy of the relevant extract from the commercial register on the registration as well as the VAT identification number and, if not available, the tax number must be submitted. All partners and, if applicable, the partners of the partners, if a partner is also a corporation or a partnership, must be named, must be at least 18 years old and must sign the application. The partners are each personally liable to APL for the conduct of the corporation.
(3) In the case of partnerships, copies of the relevant extract from the Commercial Register on registration and the VAT identification number must be submitted, if available. All partners and, if applicable, the partners of the partners, if a partner is also a corporation or a partnership, must be named, must be at least 18 years of age and must sign the application. The partners are each personally liable to APL for the conduct of the partnership.
(4) Special rules for France and Italy on joint APL Brand Partner accounts
(a) Special rules for FRANCE
APL Brand Partners (as VDI Partners under French law) in France are not allowed to own a joint APL Brand Partner account, i.e. co-ownership of an APL Brand Partner account by a third party is not allowed. Spouses (including civil partners) may not be registered together as APL Brand Partners, nor may they each individually hold an APL Brand Partner account in the same structure tree.
(b) Special rules for ITALY
Co-ownership of the APL Brand Partner account by an APL Brand Partner (Incaricato) is not permitted, i.e. co-ownership of an APL Brand Partner account by a third party is not permitted Spouses (including registered civil partnerships) may neither be registered together as APL Brand Partners (Incaricato) nor may they each individually own an APL Brand Partner account in the same structure tree.
(5) Insofar as order or purchase order forms are used, these shall be deemed to be part of the contract.
(6) The APL Brand Partner may register online with APL to commence its activities as an APL Brand Partner. When registering, the APL Brand Partner is obliged to fill in the APL Brand Partner Application completely and properly and then to submit the application to APL in the specified way. In addition, the APL Brand Partner accepts these General Contractual Partner Terms and Conditions as acknowledged and accepted as an integral part of the contract by actively ticking the appropriate box.
(7) APL reserves the right to reject APL Brand Partner applications at its own discretion without any justification.
(8) Special regulation for ITALY
(a) In Italy, Italian law does not permit a corporation as defined in paragraph (2) and a partnership as defined in paragraph (2) to register as an Incaricato, so that in Italy only natural persons may register with APL as APL Brand Partners (Incaricato). The APL Brand Partner (Incaricato) is obliged to send a copy of a valid identification document to APL and must comply with the "requirements of respectability" as set out in Section 71 of Legislative Decree No. 59/2010 [Decreto Legislativo n. 59/2010], whereby the aforementioned obligation must be fulfilled during the entire term of the contract, i.e. also at the time of the renewal of the contract in accordance with Section 16 (1).
(b) In addition to the voluntary contractual right of cancellation (see § 5), the APL Brand Partner (Incaricato) has a special right of termination after sending his application. However, if he does not terminate within 10 working days after signing - the date of signing applies - (applies to offline applications) or after sending the application (applies to offline applications), he accepts the contract and the General Terms and Conditions as part of the contract.
(9) In the event of a breach of the obligations regulated in paragraphs (1) to (4), (6) sentence 1 and (8) (a), APL shall be entitled to terminate the APL Brand Partner Agreement without notice and without prior warning. In addition, APL expressly reserves the right to assert further claims for damages in the event of termination without notice.
§ 4 Status of the APL Brand Partner as an entrepreneur
(1) The APL Brand Partner acts as a self-employed and independent entrepreneur. In this respect, the parties agree that the APL Brand Partner is initially active on a part-time basis. He is neither an employee nor a commercial agent, franchisee or broker of APL. There are no sales targets, acceptance or other activity obligations. With the exception of contractual obligations, the APL Brand Partner is not subject to any instructions from APL and bears the full entrepreneurial risk of its business activities, including the obligation to bear all its business costs. The APL Brand Partner shall set up and operate its business - to the extent necessary - in the manner of a prudent businessman, which shall also include - to the extent necessary - the operation of its own offices or a workplace managed in the manner of a prudent businessman.
(2) As an independent entrepreneur, the APL Brand Partner shall be responsible for complying with the relevant statutory provisions, including the requirements of tax and social law (e.g. obtaining a VAT identification number or registering its employees with the social security authorities, as well as for obtaining a business licence, if required). In this respect, the APL Brand Partner assures to duly pay tax at its registered office on all commission income earned in the course of its activities for APL. APL reserves the right to deduct from the agreed commission the respective amount for taxes and duties or to claim damages or reimbursement of expenses incurred by it due to a breach of the aforementioned requirements, unless the APL Brand Partner is not responsible for the damage or expense. APL will not pay social security contributions for the APL Brand Partner.
(3) Special rules for FRANCE
APL Brand Partners (as VDI Partners under French law) may in no case carry out the activity of an employer, nor may they have a contractual relationship with other APL Brand Partners from their downline, insofar as this contractual relationship relates to APL business. No remuneration of any kind may be paid by one APL Brand Partner to another APL Brand Partner.
(4) Special rules for ITALY
APL shall, to the extent it is required to do so by law, deduct social security contributions and income taxes (as well as any other mandatory taxes or duties, if applicable) from the commissions payable to the APL Brand Partner (Incaricati) and pay them to the competent Italian authority.
§ 5 Voluntary contractual cancellation policy
You are registering at APL as an entrepreneur and not as a consumer, so that you are not entitled to a statutory right of withdrawal. Nevertheless, APL grants you the following voluntary 14-day contractual right of withdrawal.
Voluntary right of cancellation
You may revoke your contractual declaration in written form (by letter or e-mail) within 14 days without stating reasons to the address or e-mail address stated in § 1. The cancellation period begins with the submission of the APL brand partner application. The timely dispatch (date of the postmark/the e-mail) of the revocation is sufficient to comply with the cancellation period.
Consequences of cancellation:
After your revocation, you may return all unopened and resalable goods and other chargeable services purchased as an APL Brand Partner to APL for a refund of the full payments made for them. The return shipment must be made at the expense and risk of the APL Brand Partner. After receipt of the returned goods and inspection of the same to ensure that they are free of defects, unopened and suitable for resale, the purchase price shall be refunded in full (100%).
An APL Brand Partner may re-register at APL through another sponsor after the revocation of his old position. The prerequisite is that the revocation for the old position of the APL Brand Partner was at least 12 months ago and the revoking APL Brand Partner has not performed any activities for APL during this period.
§ 6 Use of the Back Office and the Landing Page / Service Fee
(1) Upon registration, the APL Brand Partner acquires the right to use the Back Office and the Landing Page (including the associated App) made available to him for the first 12 months.
(2) The right to use the Back Office and the Landing Page provided to the APL Brand Partner is a simple, non-transferable right of use related to the specific Back Office; the APL Brand Partner has no right to change, edit or otherwise redesign the Back Office and no right to grant sub-licences.
(3) For the use as well as for the maintenance, administration, support and care of the Back Office and the Landing Page, APL shall charge an annual non-provided service fee to be paid in advance.
§ 7 Obligations of the APL Brand Partner
(1) The APL Brand Partner is obliged to protect its personal passwords and login IDs from access by third parties and must notify APL immediately of any changes to its contractual data.
(2) The APL Brand Partner is prohibited from violating competition law in the course of his activities, from infringing the rights of APL, its APL Brand Partners, affiliated companies or other third parties, from harassing third parties or otherwise violating applicable law. In particular, the prohibition of unauthorised telephone advertising and the sending of unsolicited and non-consented advertising e-mails, advertising faxes or advertising text messages (spam) as well as social media spam or other unauthorised forms of messages shall apply.
(3) Special advertising guidelines
(a) At no point on any advertising material may the APL Brand Partner make any statements about his income or the earning potential with APL. Rather, there is always the obligation to expressly point out to potential APL Brand Partners in the course of introductory talks that the achievement of an income is only possible through very intensive and continuous work.
(b) Sales and marketing actions must not simulate commissions that are to be understood as a "bounty" or other commission in connection with the mere recruitment of a new APL Brand Partner or otherwise undertake actions that create the appearance that the advertised distribution system is an illegal distribution system, namely an illegal progressive pyramid scheme or pyramid scheme or otherwise a fraudulent distribution system. It must not be given the impression that the purchase of goods is necessary for an APL Brand Partner to act on behalf of APL.
(c) Sales and marketing activities must not be directed at minors or commercially inexperienced individuals and must under no circumstances exploit their age, diseases or limited ability to understand in order to induce consumers to conclude a contract. In the case of contacts with so-called socially disadvantaged or foreign-language speaking groups of the population, the APL Brand Partners will take due account of their financial capacity and their ability to comprehend the language and, in particular, refrain from anything that could induce the members of such groups to place orders that do not correspond to their circumstances.
(d) No sales and marketing activities may be undertaken which are inappropriate, illegal or unsafe or which exert undue pressure on the selected consumers.
(e) APL Brand Partners will only refer to reference letters, test results, testimonials or other individuals for business purposes vis-à-vis the consumer if they are officially authorised by both the reference provider and APL and if they are accurate and not outdated. Reference letters, tests and personal references must also always be related to their intended purpose
(f) Consumers will not be induced to purchase goods by promises that are frivolous and/or misleading, nor by promises of special benefits where such benefits are linked to future, uncertain success. The APL Brand Partners will refrain from anything that could determine the consumer to accept the offer made merely in order to do the supplier a personal favour, to end an unwanted conversation or to take advantage of a benefit that is not the subject of the offer or to show gratitude for the granting of such a benefit.
(g) An APL Brand Partner shall not represent that APL's compensation plan or merchandise is approved or authorised or endorsed by any governmental authority or deemed legally sound by any law firm.
(h) Due to strict regulations regarding advertising of dietary supplements and cosmetic goods, only the promotional material offered on the APL website or back office or elsewhere should be used. Any client currently undergoing medical treatment should be advised to check with their doctor before making any changes to their diet. No statements regarding the safety of the products, their therapeutic effects or healing properties may be made in the course of business or advertising unless they are officially approved by APL and/or are reflected in APL's official promotional material. In addition, APL Brand Partners may not suggest that APL Products can be used to treat, prevent, diagnose or cure any disease. APL further prohibits any statement regarding medical effects of APL Products. For example, the APL Brand Partner may not claim that APL goods help treat diabetes, heart diseases, cancer or other diseases. No scientific publications, literature or testimonials written by doctors or scientists regarding APL goods or their ingredients may be used or published.
(3a) Special Rules for ITALY AND UNITED KINGDOM
Where an APL Brand Partner sends or otherwise uses advertising for an event, the advertising shall contain the following wording: "It is prohibited for an APL Brand Partner, as a participant in a Direct Selling System, to persuade third parties to make a payment by promising those third parties benefits in return for attracting third parties to join the Direct Selling System. Also, do not be misled by claims that high revenues are easily achievable."
(4) The use, production and distribution of own websites, sales documents, sales concepts, price lists, product samples, own product brochures, video content, audio content, the creation of own internet presences including professional social media business presences or other independently created sales or advertising material is only permitted with the prior express written consent of APL, which shall be at APL's sole discretion. It is always prohibited to operate a website, internet portal, social media presence or any other online application with several APL Brand Partners. In the event that the APL Brand Partner promotes APL's goods on other internet media, such as social networks (e.g. Facebook or Instagram), online blogs or chat rooms (e.g. WhatsApp or Snapchat), he must always use only the official APL advertising statements, must identify himself easily recognisable with his full name (anonymous postings or postings made under a pseudonym are prohibited).
(5) APL's goods may be revocably presented and sold by the APL Brand Partner in one-on-one or multi-eye conversations, at home parties, online home parties, online networking events and/or in online conferences within the scope of applicable law. The goods of APL may not be offered on other sales outlets, in particular retail shops (such as supermarkets, retail shops, drugstores, pharmacies, hairdressers, beauty or cosmetic studios), physiotherapeutic practices or comparable practices, medical practices, gastronomy, internet trading platforms such as eBay, Amazon, in television sales shows, via telemarketing, teletext marketing or via comparable sales channels.
(6) The goods may also be presented by the APL Brand Partner at trade fairs and exhibitions with the written consent of APL.
(7) The APL Brand Partner is always prohibited from selling or otherwise distributing its own marketing and/or sales materials, training or lead generation tools, other third party goods or other services related to the APL Business to other APL Brand Partners of APL.
(8) The APL Brand Partner shall not give the impression in business dealings that he is acting on behalf of or in the name of APL. Rather, he shall be obliged to present himself as an "independent APL APL Brand Partner". Internet homepages, letterhead, business cards, car lettering as well as advertisements, advertising material and the like must always include the words "independent APL APL Brand Partner" and may not contain the APL trademark and/or the trademarks, work titles, business designations and other trademarks of APL without prior express written consent. The APL Brand Partner is furthermore prohibited from applying for and taking out loans, making expenditures, entering into obligations, opening bank accounts, concluding other contracts or otherwise making binding declarations of intent in the name of or on behalf of APL. The APL Brand Partner is neither granted a power of collection nor a power of attorney to represent APL vis-à-vis third parties. Likewise, the APL Brand Partner shall not be liable for the fulfilment of the obligation arising from a brokered transaction.
(a) Special regulation for ITALY:
The APL Brand Partner (Incaricato) shall identify himself as an "Independent APL Incaricato" when acting in Italy in accordance with paragraph (8).
(9) In the course of business, the APL Brand Partner is not entitled to name trademarks of competing companies in a negative, derogatory or otherwise unlawful manner or to evaluate other companies in a negative or derogatory manner or to use negative, derogatory or otherwise unlawful evaluations to entice away APL Brand Partners of other companies.
(10) All presentation, advertising, training and film materials, product labels etc. (including photographs) of APL are protected by copyright. They may not be reproduced, disseminated, made publicly accessible or edited, either in whole or in part, by the APL Brand Partner without the prior express written consent of APL beyond the contractually granted right of use.
(11) The use of the APL trademark and/or the trademarks, work titles and business designations and other marks of APL are also only permitted with express prior written consent. This also applies to the registration of internet domains. APL may demand that Internet domains which use the name APL and/or the trademarks, work titles and business designations and other distinguishing marks of APL and whose use has not been approved in writing by APL be deleted and/or transferred to APL. The pure takeover costs of the Provider, but not other costs or a licence or other compensation for the domain, shall be borne by APL in the event of the takeover. Furthermore, it is prohibited to register own trademarks, work titles or other property rights which contain a trademark, product name, work title or business designation of APL which may be registered or otherwise protected in another country/territory. The aforementioned prohibition applies to identical as well as similar signs or goods. It is also prohibited to use signs, trademarks, work titles or other property rights of APL in so-called search engine advertising (e.g. GoolgeAdWords), sponsored links advertising, Internet advertising space marketing or comparable online advertising activities. Finally, the refilling and/or repackaging of APL's goods is also prohibited.
(12) An APL Brand Partner may re-register at APL after termination of its old position. The condition is that the termination and the confirmation of the termination by APL for the old position of the APL Brand Partner is at least 12 months ago and the terminating APL Brand Partner has not performed any activities for APL during this period.
(13) The APL Brand Partner is not allowed to respond to press enquiries about APL, its goods, the APL compensation plan or other APL services. The APL Brand Partner is obliged to forward all press enquiries to APL without delay.
(14) The APL Brand Partner undertakes - as far as possible - to ensure that the customer data obtained through sales performance are used exclusively within the scope of its activities for APL and, in particular, are not forwarded and/or used to other third parties or for services of third parties.
(15) The APL Brand Partner may only promote and distribute services for APL or acquire new APL Brand Partners in countries that have been officially opened by APL. It is not allowed to act as an APL branch, importer or exporter or similar in a state or to establish corresponding business enterprises.
(16) APL Brand Partners may not give gifts or other benefits to APL employees.
(17) APL allows the APL Brand Partner to purchase the goods for personal use or the use of family members. Under no circumstances may the APL Brand Partner, itself or its family members, induce other APL Brand Partners to purchase products in larger quantities for its own consumption that unreasonably exceed the personal use within a household. By placing a new order for goods, the APL Brand Partner warrants that at least 70% of the previous order has been consumed for business purposes in the context of product presentations and tastings and that no more than 30% of stock from the previous order is still in its warehouse. The APL Brand Partner must retain the corresponding receipts for a period of at least four years, irrespective of tax law retention obligations, in order to be able to prove compliance with the aforementioned 70 % rule. Furthermore, the APL Brand Partner may not itself or through third parties acquire more goods than it can reasonably be expected to consume within one month.
(a) Special regulation for ITALY
APL Brand Partners (Incaricati) may purchase APL goods for personal consumption only, so that paragraph (17) sentences 1 - 2 are not applicable here insofar as they relate to Family Members and paragraph (17) sentences 3 - 5 are not applicable here in their entirety.
(18) The APL Brand Partner shall notify APL of the location, time and content of promotional events aimed at the general public in good time before the invitation is published. APL may request changes or even the abandonment of the event if this is necessary in the interest of the company and the APL sales organisation together with its members.
(19) The use of toll telephone numbers to market APL's activities or products is not permitted.
(20) The APL Brand Partner is obliged to notify APL immediately and truthfully of any violations of the rules of the General APL Brand Partner Terms and Conditions and the APL Code of Conduct as well as any other provisions of the Company.
(21) Special regulation for ITALY:
(a) The APL Brand Partner (Incaricato) is prohibited from reselling APL goods. All sales of goods, including invoicing, will be arranged directly by APL. APL shall collect the applicable VAT directly from the end customers on the basis of the purchase price of the goods in accordance with the VAT rates applicable by law. Prohibition of resale referred to in sentence 1 also has the consequence that paragraphs (3), (5) and (6) are not applicable here insofar as they relate to the resale of goods and services and/or relate to the other purchase of goods that goes beyond personal needs.
(b) The promotion of APL goods and services by it may only take place within Italy.
(22) Special rules for FRANCE
(a) APL Brand Partners with a billing address in France must comply with the Code de Conduite of the Fédération de la Vente Directe [Code of Conduct for Direct Selling Associations], which can be found on the website at www.fvd.fr.
(b) APL Brand Partners, as VDI Partners under French law, may only present APL goods and services through personal contact, i.e. during face-to-face meetings. The foregoing also means that paragraphs (4), (5), (7) and (18) are not applicable here to the extent that they do not relate to a sales promotion during a face-to-face meeting.
(c) APL Brand Partner purchases from APL are limited to €400.00 including VAT per month.
(23) Special Rules for the UNITED KINGDOM (UK)
(a) APL Brand Partners with a billing address in the United Kingdom 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 selling in the United Kingdom, APL Brand Partners with a billing address in the United Kingdom are not permitted to make an investment exceeding £200 (inclusive of VAT) in the first seven days of their contract. The APL Brand Partner shall never be tempted to buy more stock than it can safely sell. There shall also be no temptation to "buy" a higher position within the sales organisation.
§ 8 Prohibition of competition / poaching
(1) The APL Brand Partner is permitted to sell goods and/or services for other companies, including marketing companies, party sales companies or other direct sales companies, even if these are competitors.
(2) Notwithstanding the permission formulated in paragraph 1, the APL Brand Partner is not permitted to distribute products or services of other companies to other APL APL Brand Partners, as well as advertising materials and comparable content for the operation of the APL business.
(3) Insofar as the APL Brand Partner is active for several companies at the same time, including network marketing companies, party sales companies or other direct sales companies, he undertakes to organise the respective activity (together with his respective downline) in such a way that no connection or mixing with his activity for the other company occurs. In particular, the APL Brand Partner may not offer products other than APL products at the same time at the same place or in the immediate vicinity or on the same website, Facebook page, other social media platform or internet platform.
(4) Furthermore, the APL Brand Partner is prohibited from soliciting other APL APL Brand Partners for the sale of other products.
(5) The APL Brand Partner is also prohibited from violating other APL Brand Partners or other distribution agreements that it has concluded with other companies and whose clauses are still effective by concluding an APL Brand Partner Agreement.
(6) Special regulation for ITALY
APL reserves the right to claim damages from the APL Brand Partner (Incaricato) for breach of the obligations set out in paragraphs (2) - (5) in accordance with article 1382, paragraph 1 of the Italian Civil Code [Codice Civile].
§ 9 Secrecy
The APL Brand Partner shall maintain absolute secrecy about business and trade secrets of APL and about its structure. The business and trade secrets and at the same time the property rights of APL include in particular the information on the downline activities and placements as well as the downline genealogy and the information contained therein, the APL Brand Partner, customer and contractual partner data as well as the information on business relationships of APL and its affiliated companies and other providers and suppliers. This obligation continues after the termination of the APL Brand Partner Agreement.
§ 10 APL Brand Partner Protection / No Territory Protection
(1) Any active APL Brand Partner who enrols a new APL Brand Partner for the first time to distribute APL's products shall have the new APL Brand Partner assigned to its structure in accordance with the Compensation Plan and the placement requirements set forth therein (APL Brand Partner Protection), with the date and time of receipt of the registration application from the new APL Brand Partner by APL being applicable to the assignment. In the event of an erroneous enrolment under the wrong sponsor or otherwise erroneous enrolment, the change request must be submitted and executed within 5 working days from the date of submission of the registration request, whereupon APL shall decide on a change of registration at its sole discretion. The Distributor whose position is being changed may not sponsor any other person in the meantime. In the event that two Distributors claim the same new Distributor as their sponsor, APL will only consider the sponsor named in the initial registration. Furthermore, the possibility of changing the "seed position" of a directly or indirectly sponsored partner is only possible if both APL and the entire upline up to the third level agree to the change. In the event of a change of sponsor, the APL Brand Partner will lose its entire downline structure and all commission claims from its previous downline sales; and it will be listed as a new APL Brand Partner with APL.
(2) APL shall be entitled to delete all personal data including the e-mail address of a sponsored APL Brand Partner from its system if advertising mailings, cover letters or e-mails are returned with the notations "moved", "deceased", "not accepted", "unknown" or similar and the newly recruited APL Brand Partner or the sponsor does not correct the incorrect data of the newly recruited APL Brand Partner within a reasonable period of 14 days. If APL incurs costs as a result of the undeliverable advertising mailings and packages, it shall be entitled to claim back the costs, unless the incorrect delivery was not the fault of APL.
(3) Furthermore, crossline sponsoring and also the attempt thereof within the company is prohibited. Crossline sponsoring means the acquisition of a natural person or a corporation or a partnership that is already an APL brand partner with APL in another sales line or has had an APL brand partner contract within the last 12 months. It is also prohibited to use the name of a spouse, relative, trade name, corporation, partnership, trust or other third party to circumvent this provision.
(4) Bonus manipulations are prohibited. This includes in particular the sponsoring of APL brand partners who do not actually carry out the APL business (so-called straw men), as well as open or disguised multiple registrations, insofar as this is prohibited. It is also prohibited to use the name of a spouse, relative, trade name, corporation, partnership, trust or other third party to circumvent this provision. It is also prohibited to induce third parties to sell or purchase goods in order to achieve a better position in the remuneration plan, to manipulate the group bonus or to otherwise bring about a bonus manipulation.
(5) The APL Brand Partner is not entitled to territorial protection.
§ 11 Warning, Contractual Penalty, Compensation, Release from Liability
(1) In the event of a first violation of the obligations of the APL brand partner regulated in § 7, a written warning shall be issued by APL, setting a deadline of 10 days for rectification of the violation of obligations. The APL Brand Partner undertakes to reimburse the costs of the warning, in particular the lawyer's fees incurred for the warning.
(2) Express reference is made to § 16 paragraph (2), according to which APL is entitled to extraordinary termination without prior warning in the event of a breach of the duties regulated in §§ 8, 9 and 10 (3) and (4), 18 (3) and 19 as well as in the event of a particularly serious breach of the duties regulated in § 7, other applicable contractual or statutory law, but is also entitled to take the measures according to § 11 (1) at its own discretion in the event of a first-time breach of duty. Notwithstanding the immediate extraordinary right of termination provided for in Section 16 (2), APL shall be entitled, in individual cases, to issue a warning within the meaning of Section (1), also with a shortened cure period, at its own free discretion prior to issuing the extraordinary termination in the event of the occurrence of one of the aforementioned breaches of duty.
(3) If the same or a similar infringement occurs again after the expiry of the deadline set by the warning, or if the originally warned infringement is not remedied, a contractual penalty at the discretion of APL and to be reviewed by the competent court in the event of a dispute shall become due immediately. For the enforcement of the contractual penalty, further lawyer's fees will be incurred, which APL Brand Partner is obliged to reimburse.
(4) Notwithstanding the forfeited contractual penalty, the APL Brand Partner shall also be liable for all damages incurred by APL due to a breach of duty by the APL Brand Partner, unless the APL Brand Partner is not responsible for the breach of duty.
(5) The APL Brand Partner shall indemnify APL against liability in the event of a claim by a third party due to a breach of one of the contractually regulated obligations or any other breach of applicable law by the APL Brand Partner upon the first request of APL. In particular, the APL Brand Partner undertakes in this respect to bear all costs, in particular lawyers' fees, court costs and costs of damages incurred by APL in this context.
§ 12 Adjustment of Prices and Commissions
APL reserves the right, in particular with regard to changes in the market situation and/or licence structure, to change the prices to be paid by the APL Brand Partner or the commission shares allocated to the services, the compensation plan or usage fees at the beginning of a new settlement period. APL shall notify the APL Brand Partner of the change within a reasonable period of time prior to the change. Increases in prices by more than 5% or changes to the compensation plan to the detriment of the APL Brand Partner shall give the APL Brand Partner the right to object to the change. If the APL Brand Partner does not object to the amended terms and conditions within one month of notification, they shall become an integral part of the contract. Changes known at the time of the conclusion of the APL Brand Partner Agreement are not subject to notification and do not constitute a right of objection on the part of the APL Brand Partner. In the event of an objection, APL shall be entitled to terminate the contract extraordinarily at the time when the amended or supplementary terms and conditions are to come into force.
§ 13 Advertising material, benefits
All free advertising material and other benefits from APL may be revoked at any time with effect for the future.
§ 14 Remuneration, commissions and settlement
(1) As remuneration for a successful brokerage and his activities, the APL Brand Partner shall receive commissions upon attainment of the required qualifications as well as other remuneration resulting from the APL remuneration plan including the respective qualification requirement. All commission claims result from the respective valid compensation plan, which the APL Brand Partner can call up in its back office and which can be viewed in the back office at any time. With the payment of the remuneration, all costs of the APL Brand Partner for the maintenance and execution of its business, insofar as they are not separately contractually agreed, are covered.
(a) Special regulation for ITALY for the purpose of transparency
The commission payable to the APL Brand Partner (Incaricati) shall be calculated on the basis of the specific purchase contract (and in this respect the net sales price shall be used as the basis for calculating the commission) concluded, accepted and fulfilled between APL and the end customer promoted by the APL Brand Partner.
(2) A successful brokerage within the meaning of (1) of this Agreement shall only exist if the contractual relationship between the customer and APL has effectively come into existence. Furthermore, a claim to remuneration shall only arise if the payment on the part of the customer is credited to the account of APL and all other conditions for payment are met.
(3) In particular, a claim for commission does not arise if
a.) the customer makes use of his right of revocation,
b.) the contract is legally contested by the client,
c.) the customer order has been concluded unlawfully,
d.) APL refuses to accept the contract,
e.) incorrect incomplete customer orders are submitted.
Furthermore, in cases of fraudulent brokerage, either by fraudulent or abusive actions of the Customer, the APL Brand Partner or its vicarious agents, no commission claim shall arise.
(4) APL reserves the right to require the APL Brand Partner to prove its identity or, in the case of corporations or partnerships, that of the acting person(s) by uploading a copy of the identity card, passport or driving licence and a current electricity or water bill (not older than 2 months) to APL's back office prior to the first payment of commissions. In the case of corporations or partnerships or registered traders, APL additionally reserves the right to submit a copy of the current extract from the commercial register (not older than one month).
(5) The APL Brand Partner shall initially be registered with APL as a small trader. He shall inform APL immediately as soon as he opts for the payment of sales tax (value added tax) within the scope of his commercial activity or exceeds the small business limits by providing his tax number and his sales tax identification number (if available) as well as, if applicable, a confirmation of the tax office responsible for him.
(a) Special regulation for ITALY
Article 3 of Law No. 173/2005 [Legge N. 173/2005] states that the activity of an APL Brand Partner (Incaricato) shall be deemed to be exercised on an "occasional" basis, provided that the annual income derived from such activity does not exceed EUR 5,000.00 net. The "occasional" basis of the activity as APL Brand Partner (Incaricato) implies that all remuneration paid to the APL Brand Partner (Incaricato) by APL is not subject to VAT. If the APL Brand Partner's (Incaricato's) annual income exceeds EUR 5,000.00 net, it must immediately obtain a VAT number from the competent tax authority. Once the APL Brand Partner (Incaricato) has been issued with a VAT number, its activity is considered "habitual". The APL Brand Partner (Incaricato) then undertakes to inform APL immediately of the closure of its VAT position/blocking of its VAT number. The same applies to changes in relation to its VAT position/ VAT number. In the event of the closure of the aforementioned VAT position/blocking of the VAT number, this shall automatically lead to the termination of the activity as APL Brand Partner (Incaricato) for APL, if the annual income exceeds the amount of EUR 5,000.00 net; and APL shall terminate the contract with the APL Brand Partner (Incaricato) extraordinarily. Furthermore, if the annual income of the APL Brand Partner (Incaricato) exceeds the amount of EUR 5,000.00 net, the APL Brand Partner (Incaricato) is obliged to register with the Gestione Separata I.N.P.S. [INPS Special Administration] within 30 (thirty) days and to notify APL of the registration including all relevant data, including the amount of social security contributions to be paid. If the APL Brand Partner (Incaricato) carries out a door-to-door homesales activity for another company, it is obliged to immediately report the activity, including the annual gross income, as soon as it has the relevant information.
(6) Commissions of the APL Brand Partner shall be credited weekly and paid at the end of the following month and, unless a different account has been expressly accepted separately by APL in writing, may only be paid to accounts in its name or in the name of a partnership or a corporation having a contractual relationship with APL. Payments cannot be made to third-party accounts or to a bank account.
(7) The contracting parties agree that no claims to a higher commission than the one on which this contract is based exist or can be asserted. The commission covers all claims of the sales partner, in particular all travel costs, expenses, office costs, telephone costs or other expenses for advertising materials, as well as all other costs in connection with the fulfilment of the contract. With the payment of the remuneration according to (1), all services of the APL Brand Partner are furthermore compensated, in particular also for the production and maintenance of the APL Brand Partner portfolio, the customer base as well as the resulting future market potential and exist in the sense of an advance payment for this, so that in the event of termination of the contract by whichever party for whatever reason, no severance payments and/or compensation claims for whatever legal reason are to be made by APL. Express reference is made to § 16 (5).
(8) APL shall be entitled to assert a right of retention within the scope of the statutory provisions. In addition, APL shall be entitled to assert a right of retention due to the payment of commissions if not all contractually or legally required documents are available prior to the first payment. In the event that APL exercises the right of retention of commission disbursements, it shall be deemed agreed that the APL Brand Partner shall not be entitled to any interest claim for the period of commission retention.
(9) APL shall be entitled to set off claims to which APL is entitled against the APL Brand Partner against the latter's commission claims in whole or in part. The APL Brand Partner shall be entitled to set-off if the counterclaims are undisputed or have been legally established.
(10) Assignments and pledges of claims of the APL Brand Partner arising from APL Brand Partner contracts are excluded, unless this is contrary to mandatory law. The encumbrance of the contract with the rights of third parties is not permitted, insofar as this does not conflict with mandatory law.
(11) The APL Brand Partner shall check the invoices issued as soon as possible and notify APL of any objections without delay. All commission claims shall be based on the respective valid remuneration schedule, which the APL Brand Partner can call up in its back office and which can be viewed in the back office. APL shall be notified in writing of incorrect commissions, bonuses or other payments within 60 days of the incorrect payment. After this time, the commissions, bonuses or other payments shall be deemed approved.
(12) Commissions shall be paid out monthly upon the express request of the APL Brand Partner, taking into account APL payment modalities and disbursement methods. APL reserves the right to transfer commissions only from a total amount of € 25.00. In the event that the minimum payment amount is not reached, the commission claims shall be continued in the business account held by APL for the APL Brand Partner and shall be paid to the APL Brand Partner in the following month after the minimum payment amount has been reached.
§ 15 Blocking of the APL Brand Partner
(1) In the event that the APL Brand Partner does not provide the requested evidence within 30 days after becoming aware of the requirements for the payment of remuneration or commission advances or other payment, APL shall be entitled to temporarily block the APL Brand Partner in the APL System until the required documents are provided. The period of blocking shall not entitle the APL Brand Partner to extraordinary termination and shall not give rise to a claim for repayment of the Starter Set already paid for or any other claim for damages, unless the APL Brand Partner is not responsible for the blocking.
(2) In the event of a reminder for non-provided documents etc. within the meaning of (1) after the block has been declared, APL shall be entitled to reimbursement of the costs required for this reminder.
(3) Remuneration or commission advances or other payments which cannot be paid out due to the aforementioned reasons shall be booked by APL as a non-interest-bearing provision and shall become statute-barred within the statutory limitation periods at the latest.
(4) Irrespective of the reasons for blocking specified in paragraph (1), APL reserves the right to block access for good cause. In particular, APL reserves the right to block the access of the APL Brand Partner to the back office and other systems of APL without notice, if the APL Brand Partner violates the obligations specified in §§ 7 - 9 and § 10 paragraphs 3 and 4 or other applicable law. The blocking shall remain in force until the breach of duty has been remedied following a corresponding warning from APL. In the event of a serious breach of duty leading to extraordinary termination of the contractual relationship, the blocking shall remain in place permanently.
§ 16 Term of Contract, Termination of Contract
(1) The APL Brand Partner Contract is agreed for 12 months at a time. The contract shall be renewed for a further 12 months in each case, provided that no notice of termination is given and the Partner pays its annual service fee within the meaning of § 6 (2) before the end of the contract, whereby the fee shall be debited from the APL Brand Partner's credit account 30 days before the end of the contract, subject to appropriate cover, with which the APL Brand Partner expressly agrees. If the APL Brand Partner does not pay the aforementioned fee within 30 days after the end of the respective contract term and/or no debit from the credit account is possible, the contract will be automatically terminated. The contract can also be terminated by the APL Brand Partner at any time in writing within one month to the end of the month.
(2) Notwithstanding the reason for termination in (1), both parties shall have the right to terminate the APL Fire Partner Agreement extraordinarily for good cause. A good cause for termination by APL shall also be deemed to exist in the event of a breach of one of the obligations regulated in § 7 with which an APL Brand Partner does not comply with its obligation to remedy within the meaning of § 11 paragraph (1) or if, after the breach of obligation has been remedied, the same or a comparable breach occurs again at a later point in time. In the event of a breach of the obligations regulated in §§ 8, 9 and 10 (3) and (4), 18 (2) or 19 as well as in the event of a particularly serious breach of the obligations regulated in § 7 or other applicable contractual or statutory law, APL shall be entitled to extraordinary termination without prior warning. Furthermore, either party shall be entitled to extraordinary termination if insolvency proceedings have been instituted against the other party, or if such proceedings have been dismissed for lack of assets, or if the other party is otherwise insolvent, or has made an affidavit of insolvency in the course of execution proceedings. The right to extraordinary termination exists without prejudice to further claims.
(a) Special regulation for ITALY
APL shall also have the right to terminate the contract with the APL Brand Partner (Incaricato) if the APL Brand Partner (Incaricato) is no longer in possession of the "respectability" requirements referred to in Article 71 of Legislative Decree No. 59/2010 [Decreto Legislativo n. 59/2010] or in the event of the closure of the aforementioned VAT position/blocking of the VAT number in accordance with Section 14 paragraph (5) (a).
(3) APL shall also have the right to extraordinarily terminate the APL Brand Partner's contract if the APL Brand Partner has not performed the required actions as defined in § 14 (4) no later than 6 months after registration. APL shall, however, notify the APL Brand Partner of the imminent deletion of the account by e-mail (to the e-mail address stored in the system) or in its back office 15 days prior to the deletion of the account, so that the APL Brand Partner has the opportunity to take the necessary actions within this 15-day period.
(4) After the termination of a contract by ordinary termination, a new conclusion of the contract is possible after a period of at least 12 months. In the event of termination of the contract by transfer of the structure in accordance with § 18 (3), registration under the former structure/organisation is no longer possible.
(5) Upon termination of the contract, the APL Brand Partner is no longer entitled to commission. This does not apply to contracts already successfully brokered at that time. The claim to these commissions remains unaffected. Furthermore, upon termination of the contract, the APL Brand Partner shall not be entitled to any commercial agent compensation claim, as the APL Brand Partner is not a commercial agent within the meaning of the German Commercial Code in accordance with § 4 (1).
(6) Notice of termination shall only be accepted in writing, whereby ordinary notice of termination may also be given by e-mail.
(7) If an APL Brand Partner simultaneously claims other services from APL which are independent of the APL Brand Partner Agreement, these services shall remain unaffected by the termination of the APL Brand Partner Agreement unless the APL Brand Partner explicitly requests their termination together with the termination. If the APL Brand Partner continues to purchase services from APL after the termination of the Agreement, it shall be managed as a normal customer.
(8) If the APL Brand Partner Agreement is terminated by the APL Brand Partner within the first three months after its registration, it may, within one month after receipt of the notice of termination, sell and return to APL goods acquired against payment directly from APL within the framework of the APL Brand Partnership which are unused, free of defects and resalable, subject to the following provision, and the APL Brand Partner shall be reimbursed 90% of the net costs, whereby the return shall be at the expense and risk of the APL Brand Partner. If the APL Brand Partner has been active for more than three months, the goods can no longer be returned. For goods, the right of repurchase shall only apply if, in addition to the preceding conditions for reversal - if any - the best-before date is still at least 12 months at the time of return and the goods are unopened. The return shipping costs as well as the costs incurred in connection with the return shipment will be deducted from the purchase price to be refunded, if any. In addition, if the APL Brand Partner has received a commission on the returned purchase and this commission is to be refunded, the same will be deducted from the refunded purchase price. The refund will be made - as far as possible - in the same payment method as the payment previously made by the APL Brand Partner.
(9) In the event of premature termination of a contract with a minimum term, there is no entitlement to a refund of the service fee, unless the APL Brand Partner has validly and extraordinarily terminated the contract for good cause.
§ 17 Data protection obligations of the APL Brand Partner
The APL Brand Partner is prohibited from disclosing, storing or using the personal or customer-specific data of the end customers of which it becomes aware to third parties beyond the contractual rights and/or specifications.
§ 18 Transfer of business operations / sponsored structure to third parties / death of the APL Brand Partner
(1) APL may transfer its business operations in whole or in part or individual assets to third parties at any time, provided that the acquirer complies with applicable law.
(2) If a new corporation or partnership registered as an APL Brandpartner wishes to take on a new partner, this is possible up to a maximum of 20 % of the company shares, provided that the previous partner(s) who applied for the contractual partnership also remain partners. If a partner wishes to withdraw from the corporation or partnership registered as APL Brandpartner or if the shares of one or more partners in the amount of more than 20 % are to be transferred to a third party, this action is only permissible upon corresponding written application, if applicable, under presentation of the corresponding notarial deed and in accordance with the provisions of this agreement, after prior written consent, which is at the discretion of APL. APL will charge an administrative fee of €25.00 for processing the aforementioned request. If this requirement is not complied with, APL reserves the right to terminate the contract of the corporation or partnership registered as APL Brand Partner for cause.
(3) The APL Brand Partner, provided that he is active within the meaning of the Compensation Plan, shall be entitled to transfer his Sales Structure from the time he reaches the position of National Director for at least 12 consecutive months and after conclusion of the Supplementary Agreement for Executives as well as after prior written consent by APL and purchase and/or transfer agreement with the third party, as well as the submission of the APL Brand Partner Application of the third party to APL, unless APL has exercised its right of first refusal. The transfer of the distribution structure is only possible to persons who are not APL Brand Partners at APL at the time of the transfer, who have not been APL Brand Partners in the past 12 months and who have not been extraordinarily terminated as APL Brand Partners by APL in the past 18 months. For APL Brand Partners of APL, on the other hand, a transfer or purchase of a distribution structure is not permitted. The consent of APL, even if it does not make use of its right of first refusal, is otherwise at its free entrepreneurial discretion. The APL Brand Partner is obliged to notify APL in writing of the intended transfer of its distribution structure. APL shall have one month after receipt of the written notifications to exercise its right of first refusal. If this is not done, the transfer shall be permitted after APL has given its consent. A sale is only possible in an uncanceled relationship. In the event of termination without notice or a breach of these General Terms and Conditions of Contract, the right of the APL Brand Partner to sell his own sales organisation shall lapse as well as in the event that the selling APL Brand Partner still owes APL money, he is insolvent or otherwise unable to pay or there is an attachment on his assets. If a corporation or partnership is registered as an APL Brand Partner, a transfer of the sales structure is only permissible if the other conditions of this Agreement are met.
(4) The APL Brand Partner Contract ends at the latest with the death of the APL Brand Partner. The APL Brand Partner Contract may be inherited in compliance with the legal requirements. A new APL Brand Partner Agreement must be concluded with the heir(s) within 6 months after the death, by which he or she enters into the rights and obligations of the deceased. If the heir or one of the heirs is already registered as a natural person with APL as an APL Brand Partner, since only one position in the marketing plan may be awarded per natural person, the heir must give up his/her previous position in the APL sales structure or, if the requirements of § 18 (3) are met, he/she must transfer one of the two future sales structures to a third party in accordance with § 18 (3). The death shall be evidenced by a death certificate. If there is a will concerning the inheritance of the APL Brand Partner Contract, a notarised copy of the will must be submitted. After the expiry of the six-month period, all rights and obligations under the contract shall pass to APL. Exceptionally, the six-month period shall be extended by a reasonable length of time if it is disproportionately short for the heir(s) in the individual case.
(5) In the event that an APL Brand Partner wishes to carry out its activities in the future under a different name, through a corporation, partnership, as a married couple, as a registered civil partnership or for any other reason, this shall only be possible upon application, whereby APL shall be entitled to reject the application at its own discretion.
§ 19 Separation / Dissolution
In the event that an APL Brand Partner registered as a married couple/registered partnership, corporation or partnership terminates its partnership internally, only one APL Brand Partner position shall remain after the separation, dissolution or other termination of one of the aforementioned partnerships. The separating spouses/members/shareholders shall agree internally by which spouse/member/shareholder(s) the contractual partnership is to be continued and notify APL of this by means of a written notification signed by both parties and certified by a notary public or by submitting a corresponding court order. In the event of an internal dispute regarding the consequences of separation, divorce, dissolution, or other termination in relation to the Contractual Partnership with APL, APL reserves the right of extraordinary termination if such dispute results in neglect of the obligations of the APL Brand Partner, a breach of these General Contractual Partner Terms and Conditions, a breach of applicable law or an unreasonable burden on the downline or upline.
§ 20 Consent to the use of photographic and audiovisual material, use of recordings of materials and presentations
(1) The APL Brand Partner grants APL, free of charge, the right to record or perform photographic and/or audiovisual material with his or her likeness, voice recordings or statements and quotes from him or her within the scope of his or her function as APL Brand Partner. In this respect, the APL Brand Partner expressly consents to the publication, use, reproduction and modification of its quotes, recordings or recordings by submitting the APL Brand Partner Application and taking note of these General Terms and Conditions of Contract.
(2) An APL Brand Partner is not permitted to make audio, video or other recordings of APL sponsored events, conference calls, speeches or meetings for the purpose of sales, personal or business use. An APL Brand Partner may also not record, make or compile audio or video presentations or recordings of APL events, speeches, conference calls or meetings without APL's prior written consent.
§ 21 Data protection regulations
We at APL take the protection of privacy and data security very seriously.
The responsible party for the collection, processing and use of your personal data is:
The user (this can always be an interested party, current or former customer or APL brand partner of our company) can visit our website anonymously. Each time he accesses the website, his Internet browser transmits the following data to our web server as standard: the date and time of access, the sender IP address, the requested resource, the http method and the http user agent header. Our web server stores this data separately from other data, however, and it is not possible for us to assign this data to a specific person. After an anonymous evaluation for statistical purposes, this data is deleted immediately.
The personal data voluntarily transmitted to us by the user is secured by our company in a computer centre in accordance with the latest security standards and protected against unauthorised access by third parties. This data will not be passed on by us - subject to a subsequent deviating passing on regulation - unless we are obligated to do so due to legal or official order or the user has given us express consent to do so.
We would then like to explain what data we collect, what we use it for and how we protect the data.
1 General information on data protection and purpose of storage
Which data is collected and processed for which purposes?
(1) If the user registers as a customer via APL, we collect the data required for the performance of the contractual relationship; these are in particular first and last name, address, date of birth and e-mail address ("contact data").
We collect this data on the basis of Art. 6 (1) lit.b) DSGVO on the basis of the contract concluded with the user for the purpose of fulfilling the contract.
(2) If the user as a customer places an order via APL or registers as an APL Brand Partner entitled to commission, we collect the data required for the performance of the respective contractual relationship; these are in particular first name and surname, address, date of birth, e-mail address, telephone number (contact data) and, depending on the selected payment method, bank details or credit card details (bank data). In addition, we collect order data, i.e. which products the user has ordered as a customer and at what price (order data) and, for APL Brand Partners, to which customers the APL Brand Partner has referred a product and which new APL Brand Partner the user has recruited for the distribution of our goods. We need this data to fulfil the contractual relationship. In the case of a customer order, the fulfilment of the contract consists of sending the customer the ordered goods and, in return, paying our purchase price claim. In the case of registration as an APL Brand Partner, the fulfilment of the contract consists of paying the APL Brand Partner the commission for his brokerage activities and sending him ordered goods and, in return, paying our purchase price claim.
We collect this data on the basis of Art. 6 para. 1 lit.b) DSGVO on the basis of the contract concluded with the user for the purpose of fulfilling the contract.
(3) Within the scope of the use of the internet offer of APL, the usage data arising within the scope of the internet connections, such as e.g. static or dynamic IP address, are collected. We use the accruing usage data within the framework of the legal requirements only for the prevention of misuse and disturbances as well as for the optimisation of our offer.
We collect this data on the basis of Art. 6 para. 1 lit.f) DSGVO to protect our legitimate interests, namely to optimise our offer.
2 Data collection and disclosure
(1) Personal data is only collected if the user voluntarily provides it during the registration process (or later ordering process). APL uses the transmitted personal data (e.g. title, name, address, e-mail address) without separate express consent in accordance with the provisions of the applicable data protection law exclusively for the purpose of fulfilling the contract, i.e. for delivery and payment for customers as well as for commission payment for APL brand partners.
This data processing is carried out on the basis of Art. 6 Para. 1 lit. b) DSGVO on the basis of the contract concluded with the user for the purpose of fulfilling the contract.
(2) If the user places an order with APL as a customer or APL brand partner, his contact and order data will be forwarded to our internal order department and accounting department, to the carrier, insofar as this is necessary for the delivery of the goods, and to the respective payment provider. The aforementioned third parties are also obliged to use the user's personal data exclusively in accordance with the provisions of the applicable data protection law.
The aforementioned data processing is carried out on the basis of Art. 6 para. 1 lit.b) DSGVO on the basis of the contract concluded with the user for the purpose of fulfilling the contract.
3. Information on data security
(1) How secure is the data transmission to APL?
All data provided by the user to APL is encrypted and transmitted using the SSL (Secure Socket Layer) procedure. SSL is a proven and worldwide used encryption system, with the help of which the browser automatically encrypts the data before sending it to us.
(2) How secure is my data on the APL database?
We use high security standards for our database and internet servers to ensure effective protection against loss, misuse, unauthorised access, disclosure, alteration and deletion of user data.
4 Duration of the processing
We process the user's data only for as long as is necessary to fulfil our contract or applicable legal provisions. Should the user wish to have his data deleted, we will delete his data immediately, insofar as the deletion does not conflict with legal retention obligations. Otherwise, the user's data will be deleted once the contract has been completely fulfilled.
5 Cookies and services used
This data processing is carried out on the basis of Art. 6 para. 1 lit.f) DSGVO to protect our legitimate interests, such as preventing misuse and disruptions and optimising our offer.
We only use Google Analytics with IP anonymisation activated. This means that the IP address of the user is shortened by Google within member states of the European Union or in other contracting states of the Agreement on the European Economic Area. Only in exceptional cases will the full IP address be transmitted to a Google server in the USA and shortened there. The IP address transmitted by the user's browser will not be merged with other Google data.
For more information on Google's use of data for advertising purposes, settings and opt-out options, please visit the Google websites: https://www.google.com/intl/de/policies/privacy/partners/ ("Google's use of data when you use our partners' websites or apps"), http://www.google.com/policies/technologies/ads ("Use of data for advertising purposes"), http://www.google.de/settings/ads ("Manage the information Google uses to serve you ads") and http://www.google.com/ads/preferences/ ("Determine what ads Google shows you").
Alternatively, the user can prevent the collection by Google Analytics by clicking on the following link. An opt-out cookie will be set, which prevents the future collection of his data when visiting this website:
Activate "Opt-out cookie" for Google Analytics!
Please note that if you delete the cookies in your browser settings, this may result in the opt-out cookie also being deleted and you may have to activate it again.
This data processing is carried out on the basis of Art. 6 para. 1 lit.f) DSGVO to protect our legitimate interests, namely the optimisation of our offer.
(3) APL uses so-called social plugins ("Plugins") of the social network Facebook, which is operated by Facebook Inc, 1601 S. California Ave, Palo Alto, CA 94304, USA ("Facebook"). The plugins are marked with a Facebook logo or the addition "Social Plug-in from Facebook" or "Facebook Social Plugin". An overview of the Facebook plugins and their appearance can be found here: When the user calls up a page of our website that contains such a plugin, their browser establishes a direct connection with the Facebook servers. The content of the plugin is transmitted by Facebook directly to the user's browser, which then integrates it into the website.
By integrating the plugin, Facebook receives the information that his browser has called up the corresponding page of our website, even if he does not have a Facebook account or is not currently logged in to Facebook. This information (including your IP address) is transmitted by your browser directly to a Facebook server in the USA and stored there.
If the user is logged in to Facebook, Facebook can directly assign the visit to our website to the user's Facebook account. If the user interacts with the plugins, for example by clicking the "Like" button or posting a comment, the corresponding information is also transmitted directly to a Facebook server and stored there. The information is also published on Facebook and displayed to the user's Facebook friends.
Facebook may use this information for the purposes of advertising, market research and demand-oriented design of the Facebook pages. For this purpose, Facebook creates usage, interest and relationship profiles, e.g. to evaluate your use of our website with regard to the advertisements displayed to you on Facebook, to inform other Facebook users about the user's activities on our website and to provide other services associated with the use of Facebook.
If the user does not want Facebook to assign the data collected via our website to your Facebook account, he or she must log out of Facebook before visiting our website.
An overview of the Facebook plugins can be found at https://developers.facebook.com/docs/plugins/.
This data processing is carried out on the basis of Art. 6 Para. 1 lit. f) DSGVO to protect our legitimate interests, namely the optimisation of our offer.
Beyond the aforementioned data protection declaration, all personal data transmitted to APL will not be made accessible to third parties without the separate consent of the user, unless this must take place due to legal or official orders.
(6) Rights of the user as data subject
(1) The user may at any time
- receive information about the data stored or processed by APL;
- demand correction or deletion of his data
- demand restriction of the processing of his data;
- object to the processing of his data;
- request the portability of their data.
For these purposes, support is available at the e-mail address firstname.lastname@example.org of the postal address mentioned at the beginning of this document.
(2) The user may also lodge a complaint with the data protection supervisory authority. The competent supervisory authority is the one at the user's place of residence. A list of the supervisory authorities can be found here:
(3) This data protection declaration can be viewed on the Internet at any time.
§ 22 Exclusion of liability
(1) APL shall only be liable for damages other than those resulting from injury to life, body and health, insofar as these are based on intentional or grossly negligent actions or on culpable breach of an essential contractual obligation (e.g. payment of commission) by APL, its employees or vicarious agents. This shall also apply to damages resulting from the breach of obligations during contractual negotiations as well as from the performance of tortious acts. Any further liability for damages is excluded.
(2) Except in the case of injury to life, body and health or wilful or grossly negligent conduct of APL, its employees or vicarious agents, liability shall be limited to the damages typically predictable at the time of conclusion of the contract and otherwise to the amount of the average damages typical for the contract. This shall also apply to indirect damages, in particular loss of profit.
(3) APL shall not be liable for damages of any kind whatsoever resulting from loss of data on the servers, except in the case of gross negligence or wilful misconduct on the part of APL, its employees or vicarious agents.
(4) Content of the APL Brand Partner secured at APL is third-party information for APL in the sense of telemedia law and/or other applicable law.
§ 23 Inclusion of the Compensation Plan
(1) The APL Compensation Plan and the specifications contained therein are also expressly part of the APL Brand Partner Agreement. The APL Brand Partner must always comply with these specifications in accordance with the respective valid version.
(2) By sending the application for the APL Brand Partnership to APL, the APL Brand Partner also affirms that it has taken note of the APL Compensation Plan and accepts it as part of the contract.
(3) APL shall be entitled to amend the APL Compensation Plan at any time. APL shall give reasonable notice of any changes to the Compensation Plan. The APL Brand Partner has the right to object to the amendment of the Compensation Plan. In the event of an objection, the APL Brand Partner shall be entitled to terminate the contract as of the effective date of the amendment. If the APL Brandpartner does not terminate the contract within four weeks after the change comes into force, the APL Brandpartner expressly accepts the change.
§ 24 Statute of Limitations
(1) All claims arising from this contractual relationship shall become time-barred for both parties within 6 months, insofar as this is legally permissible. The limitation period shall commence when the claim becomes due or at the time when the claim arises or when the claim becomes recognisable. Statutory regulations which mandatorily provide for a longer limitation period shall remain unaffected.
§ 25 Terms and Conditions of Purchase for Goods Orders from APL Brand Partners as Entrepreneurs
If the APL Brand Partner purchases goods from APL as an entrepreneur, e.g. for the purpose of catering to end customers or for repurchase, the following purchase commitments shall apply.
(1) Offers, Prices and Acceptance of Orders, Contractual Texts, Conclusion of Contract,
(a) All orders placed by the APL Brand Partner shall be made in accordance with the APL brochure valid at the time of the order. All prices are quoted in Euro plus the statutory value added tax applicable at the time of delivery and other costs, such as, in particular, applicable customs duties. Non-deliverable items will be automatically redelivered at APL's expense as soon as they are available, whereby the PV will be credited to the APL Brand Partner upon order placement, irrespective of delivery. In the event of non-deliverability, the APL Brand Partner has the right to cancel the order against reimbursement of costs.
(b) If additional or increased duties are incurred between the conclusion of the contract and delivery due to changes in legal standards, APL shall be entitled to increase the agreed purchase price accordingly.
(c) APL shall be entitled to accept orders of the APL Brand Partner only partially by making deviations or reservations. If the partial acceptance of the order is not acceptable to the APL Brand Partner, the APL Brand Partner shall inform APL in writing within three working days from the notification of the deviation or reservation. In this case, the contract shall be deemed not to have been concluded. Otherwise, the acceptance of the order shall be deemed approved by APL Brand Partner.
(2) Terms of payment
(a) Unless otherwise expressly agreed in writing, the purchase price shall become due immediately upon invoicing. This also applies to invoices for partial deliveries. Payment options available to the APL Brand Partner are payment with a valid SEPA direct debit mandate (after activation), credit card (Master, Visa and American Express). Partial payments are not possible. Delivery will be made when the conditions for payment have been met in accordance with the respective payment option. Early settlement of outstanding payment amounts is possible at any time and can be arranged via the Partner Online Office.
(b) All prices are inclusive of VAT.
(c) All shipping costs, in particular packaging, transport costs, transport insurance and deliveries are at the expense of the APL Brand Partner, unless otherwise agreed separately.
(d) The APL Brand Partner is only entitled to set-off if the counterclaims are undisputed or have been legally established. Furthermore, the APL Brand Partner may exercise a right of retention insofar as a counterclaim is based on the same contractual relationship.
(3) Retention of title
(a) The goods shall remain the property of APL until payment has been made in full.
(4) Extended right of return, return procedure
Each APL Brand Partner may return ordered goods, provided that they are intact, unopened and resalable (the goods must have a minimum expiry date of 3 months upon receipt of the return), within 14 days from the date of APL's invoice without stating reasons. For this purpose, the goods must be returned with a fully and correctly completed return receipt and as a sufficiently stamped and fully franked package to APL. APL will then issue a credit note in the amount of the purchase price paid. Advertising materials, sales aids and other paid services of APL are excluded from the extended right of return.
(5) Return debit notes or other costs
If the APL Brand Partner participates in the direct debit procedure, APL will charge the APL Brand Partner a reasonable processing fee for returned direct debits, as well as APL will charge the APL Brand Partner for all third-party costs of payment providers incurred by APL as a result of the failure to make payments, direct debits, debits, cheque encashments and the like, as well as APL will charge the APL Brand Partner a reasonable processing fee in this case.
(6) Special provisions for participation in the Autoship Programme
If the Brand Partner wishes to participate in the Autoship Programme as a reseller, the following provisions shall apply in addition to the other clauses of § 25:
(a) The Brand Partner may participate in the Autoship Programme of APL at any time at its own discretion in the specified way and obtain the products selected in this context within the framework of a continuing obligation, which will be sent to it monthly to the specified delivery address in accordance with the selected method of payment and delivery.
(b) The contract for participation in the Autoship programme is agreed for an indefinite period and can be terminated with a notice period of 2 weeks to the end of the month.
(c) Notice of termination must be given in writing or by e-mail to the address or e-mail address stated under § 1. The notice of termination must contain the name, address and - if available - the contract partner ID number of the brand partner.
(7) Special regulation for ITALY
The APL Brand Partner (Incaricato) is prohibited from reselling APL Goods. As a result, paragraphs (1) to (5) are not applicable here insofar as they relate to the resale of goods and services and/or relate to the other purchase of goods that goes beyond personal needs.
(8) Supplementary applicability of the General Contractual Partner Conditions
In all other respects, the further as the General Contractual Partner Terms and Conditions shall also apply to the supplementary as an integral part of the contract agreed.
§ 26 Applicable Law / Legal Venue
(1) The law of the registered office of APL 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 APL Brand Partner has his habitual residence shall remain unaffected.
(2) If the APL Brand Partner is a merchant, a corporation under public law or a special fund under public law or does not have a general legal venue in Germany or moves his place of residence abroad after conclusion of the contract or his place of residence is not known at the time of filing the action, the legal venue and the place of performance shall be the registered office of APL.
§ 27 Final Provisions
(1) APL shall be entitled to amend the General Terms and Conditions at any time. APL shall announce amendments with a reasonable period of notice. The APL Brand Partner shall have the right to object to the amendment. In the event of an objection, the APL Brand Partner shall be entitled to terminate the contract as of the effective date of the amendment. If the APL Brand Partner does not terminate the contract within four weeks of the change coming into effect, the APL Brand Partner expressly accepts the change.
(2) In all other respects, amendments or supplements to these General Terms and Conditions of Contract must be made in writing. This also applies to the waiver of the written form requirement.
(3) If these General Terms and Conditions of Contract are translated into another language and there are inconsistencies in any provision between the German and the translated version of the General Terms and Conditions of Contract, the German version shall always prevail.
(4) If a clause of these General Terms and Conditions of Contract is invalid or incomplete, the entire contract shall not be invalid. Rather, the invalid clause shall be replaced by a clause that is valid and comes closest in economic terms to the meaning of the invalid clause. The same shall apply in the event of the closure of a loophole requiring regulation.
Status of the General Contractual Partner Conditions: 24.07.2020