General Terms and Conditions for Promoters including deviating agreement on jurisdiction
On behalf of our company, we welcome you as a new independent promoter (hereafter called Promoter) and wish you the best possible success for your business as an independent Promoter of PRUVIT Ventures Inc., Melissa, Texas 75454, USA, represented by the CEO Brian Scott Underwood (in the following: PRUVIT) and, above all, much pleasure in the distribution of our products. In the distribution of our goods and the contact with other people, the consumer friendliness and safety, seriousness, a fair cooperation with each other and in the entire environment of network marketing, party sales or other direct sales as well as the respect of the law and morality is always in the foreground.
PRUVIT strives to develop a long-term and mutually rewarding relationship with its Promoters and Customers. In the spirit of mutual respect and understanding, PRUVIT is committed to:
- Providing prompt, professional, and courteous service to its Promoters and Customers.
- Providing the highest quality of products, at fair and reasonable prices.
- Exchanging or refunding the purchase price of any product, service, or membership as provided in PRUVIT’s return policies.
- Delivering orders promptly and accurately.
- Paying accurate and timely commissions.
- Expediting orders if an error or unreasonable delay occurs.
- Rolling out new products and programs with Promoters input and planning.
- Implementing changes to the Compensation Plan or this Statement of Terms and Conditions with input from Promoters and/or Customers (Note: such changes will be effective thirty (30) days after the date any such changes are published by PRUVIT).
- Supporting, protecting, and defending the integrity of the PRUVIT business opportunity.
- Offering Promoters an opportunity to grow with PRUVIT with such growth guided by the principles of servant leadership.
In return, PRUVIT expects that its Promoters will:
- Conduct themselves in a professional, honest, and considerate manner;
- Present PRUVIT corporate and PRUVIT product information in an accurate and professional manner;
- Present the Compensation Plan and PRUVIT return and exchange policies in a complete and accurate manner;
- Not make exaggerated income or product claims;
- Make reasonable effort(s) to support and train other Promoters and Customers in their downline;
- Not engage in crossline Recruiting, unhealthy competition, or unethical business practices;
- Provide positive guidance and training to PRUVIT Promoters and Customers in their downline while exercising caution to avoid interference with other downlines. As such, a Promoter is discouraged from providing crossline training to other Promoters or Customers in a different organization without first obtaining consent of the Promoter’s or Customer’s Upline leader;
- Support, protect, and defend the integrity of the PRUVIT business opportunity.
Therefore, we would like to ask you to read the following Ethical Rules as well as our General Terms & Conditions very carefully, to make them your daily guiding principle for the performance of your activities.
Ethical Rules in general
PRUVIT desires to provide its independent Promoters with the best products and Compensation Plan in the industry. Accordingly, PRUVIT values constructive criticism and encourages the submission of written comments addressed to the PRUVIT Compliance Department.
Promoter’s negative and disparaging comments about PRUVIT, its products, these Policies, or Compensation Plan, made to PRUVIT, or to the field or at any PRUVIT meeting and/or event, or disruptive behavior at any meeting and/or event, serve no purpose other than to dampen the enthusiasm of other Promoters and Customers. PRUVIT Promoters must not belittle PRUVIT, fellow PRUVIT Promoters, PRUVIT products or services, the Compensation Plan, or any and all PRUVIT directors, officers, or employees, product suppliers or agents. Such conduct represents a material breach of these Terms and may result in suspension or termination of the offending Promoter’s Account.
PRUVIT endorses the following general code of ethics:
- A PRUVIT Promoter must show fairness, tolerance, and respect to all people associated with PRUVIT, regardless of race, gender, social class, or religion, thereby fostering a “positive atmosphere” of teamwork, good morale and community spirit.
- A Promoter shall strive to resolve business disputes, including conflicts or disagreements with Upline and/or downline Organization Promoters with tact, sensitivity, and good will; and taking care not to create additional conflict.
- PRUVIT Promoters must be honest, responsible, professional, and conduct themselves with integrity.
- PRUVIT Promoters shall not make disparaging statements about PRUVIT, other Promoters, PRUVIT employees, product suppliers or agents, products, services, sales and marketing campaigns, or the Compensation Plan.
- PRUVIT Promoters shall not make statements that unreasonably offend, mislead or coerce others.
- PRUVIT may take appropriate action against a Promoter if it determines, in its sole discretion, that a Promoter’s conduct is detrimental, disruptive, or injurious to PRUVIT or to other Promoters.
Ethical Rules for dealing with consumers
Our Promoters advise their Promoters honestly and sincerely and clear up any misunderstandings about goods, the business opportunity or other statements during a (sales) consultation.
- The Promoters introduce themselves in personal and telephone contact with the consumer at the beginning of the sales conversation unsolicited and truthfully with their name and as Promoters of PRUVIT. In addition, at the beginning of the sales conversation they disclose the business purpose of their visit or call and make clear which goods or services are to be offered.
- At the customer's request, no sales talk is entered into, the conversation is postponed or a conversation that has already begun is friendly broken off.
- Promoters never behave obtrusively. In particular, visits and telephone contacts must take place at reasonable times, unless the consumer has expressly requested otherwise. The companies or their distribution partners shall not call a consumer for advertising purposes without the consumer's prior express consent. Hereby caller's telephone number must be provided.
- During a customer contact, the Promoter shall inform the consumer of all points concerning the goods offered and - at the consumer's request - the distribution option.
- All information on the goods must be comprehensive and truthful. A Promoter is prohibited from making misleading statements or even promises in any form about the goods.
- A Promoter may not make any claims about goods, their prices or contractual conditions, unless these have been approved by PRUVIT.
- Promoters will only refer to letters of recommendation, test results or other persons for business purposes vis-à-vis the consumer if they are authorized by both the reference provider and PRUVIT; 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 is not induced to buy products by dubious and/or misleading promises, nor by promises of particular benefits, if these benefits are linked to future, uncertain successes. The Promoters will refrain from doing anything that could lead the consumer to accept the offer made solely in order to do the Promoter a personal favor, to end an unwanted conversation or to enjoy an advantage that is not the subject of the offer or to show their appreciation for giving such an advantage.
- A Promoter may not disclose any information regarding its remuneration or the potential remuneration of other Promoters. Further, a Promoter may not guarantee, promise or otherwise raise expectations regarding compensation.
- Promoters will show consideration for commercially inexperienced persons and will under no circumstances take advantage of their age, illness or limited insight to induce them to conclude a contract.
- In contacts with so-called socially disadvantaged or foreign-language population groups, the Promoters shall take due account of their financial capacity and their ability to understand and speak the language, and in particular shall refrain from doing anything that might cause members of such groups to place orders that are not appropriate to their circumstances.
Ethical Rules for dealing with Promoters
- Promoters always treat each other fairly and respectfully. The aforementioned also applies to dealings with Promoters of other competitors or other network marketing companies, party sales companies or other direct sales companies.
- New Promoters are truthfully informed about their rights and obligations. Information on possible sales and earning opportunities is to be omitted.
- No verbal guarantees may be made about goods and services from PRUVIT
- Promoters are not permitted to entice away Promoters of other companies. Furthermore, Promoters are not permitted to induce other Promoters to change a sponsor within PRUVIT.
- The obligations of the following General Terms and Conditions must always be observed also as ethical rules.
Ethical rules for dealing with other companies
- The Promoters of PRUVIT always behave fairly and honestly towards other competitors or other companies in the network marketing, party sales or other direct sales sector.
- Systematic enticements from Promoters of other companies are to be avoided.
- Disparaging, misleading or unfair comparative claims about other companies' goods or distribution systems are prohibited.
With these Ethical Rules of our company in mind, we would now like to familiarize you with the PRUVIT
General Terms and Conditions
§ 1 Scope of application
(1) The following General Terms and Conditions are an integral part of each Promoter Agreement, the so-called “Pruver - Agreement”, between PRUVIT Ventures Inc., 901 Sam Rayburn Highway, Melissa, Texas 75454, USA represented by Brian Scott Underwood, Director of PRUVIT Ventures Inc., business domiciled there (hereinafter: PRUVIT) and the independent and autonomous Promoter (hereinafter Promoter).
It is intended to form the basis of a cooperative, fair and successful business relationship.
It is the responsibility of the Sponsoring Promoter to provide the most current version of these General Terms and Conditions (available on the PRUVIT website), the Income Disclosure Statement (if applicable), the Compensation Plan, and any and all social media guidelines or any other guidelines which may be implemented from time to time and any amendments thereto to their downline Promoters and prospects.
(2) Special arrangement for ITALY
(a) The Promoter shall be qualified, within the framework of the contractual relationship and these General Terms and Conditions, as "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 no. 173/2005]. PRUVIT may use a contractual and fulfillment partner to meet specific regulatory requirements within Italy. In that case, these Terms and Conditions apply for Italian Incaricati also in respect to the specific contractual and fulfillment partner.
(b) It is also important to know that distribution partners (Incaricati) are not allowed to resell PRUVIT goods within Italy. As a consequence, the clauses of these General Terms and Conditions concerning resale are not applicable to Promoters in Italy (Incaricati) - and any other clauses used in these General Terms and Conditions concerning the marketing or distribution of PRUVIT's goods are to be reduced for Promoters (Incaricati) to mere "promotional promotion of the goods".
(c) If so required by Italian law, further specific conditions for distribution partners in Italy (Incaricati) due to mandatory legal regulations may have to be observed in addition.
(3) PRUVIT provides its services exclusively on the basis of these Terms and Conditions.
§ 2 Subject matter of the contract
(1) PRUVIT is a company that distributes high-quality dietary supplements and other health and lifestyle products (hereafter: goods) via a "social selling sales concept". The Promoter shall mediate goods for PRUVIT, so that the provision of mediation of the goods is the basis of the Promoter's business. For this activity it is not necessary that the Promoter incurs financial expenses beyond his possibly accruing activation fee and the annual service fee (see in this respect § 6), that he purchases/acquires a minimum number of Goods or other services from PRUVIT or that the Promoter recruits other Promoters. Only the registration is required. For his activity, the Promoter receives an appropriate commission.
(2) In addition, there is the possibility, but not the obligation, to recruit other distribution partners. For this activity, the recruiting Promoter will receive a corresponding commission on the product sales of the recruited Promoter if the required qualification is achieved. However, no commission is expressly paid for recruitment. The commission, as well as the manner of payment, is based on the compensation plan applicable at that time.
No feature of the PRUVIT Compensation Plan constitutes a personal purchase requirement to become a Promoter, move up in rank, or otherwise fully participate in the Compensation Plan. No product purchase is required of anyone at any time to fully participate as a Promoter.
(3) With the successful registration PRUVIT provides the Promoter with training and personalized advertising tools as well as an online back office together with a landing page including a right of use within the meaning of § 6 (1), which enables the Promoter, among other things, to have an always up-to-date and comprehensive overview of his sales, commission claims, settlements as well as his Promoter- and downline developments. At the same time, the Promoter has the possibility to purchase a starter set without being obliged to do so.
(4) PRUVIT hereby grants to the Promoter a non-exclusive right, based upon these Terms and Conditions to:
- Purchase PRUVIT products and services
- Promote and sell PRUVIT products and services
- Sponsor new Promoters and Customers in countries where PRUVIT is currently authorized to do business or becomes authorized to business in the future.
(5) Upon enrollment, PRUVIT will provide a PRUVIT User ID to the Promoter. This number will be used to place orders, structure Organizations, and track commissions and bonuses.
§ 3 General conditions for the conclusion of the contract
(1) It is possible to conclude a contract with corporations, partnerships or with individual persons who have reached the age of 18 / resp. age of majority and are entrepreneurs who are in possession of a trade license (if required by law in the specific legislation of the Promoter).
A conclusion of contract with consumers is not possible. Only one Promoter application is accepted per individual person, partnership (e.g. GbR, OHG, KG) or corporation (e.g. AG, GmbH, Ltd.), just as an individual person is not entitled to register additionally as a partner of a partnership or corporation or otherwise several times directly or indirectly. In principle, one application for a distribution contract per household / address will be accepted for individual persons, unless the applicants can prove that they carry out their distribution and business activities independently of each other.
(2) If a corporation submits an application for a distribution contract, a copy of the relevant extract from the commercial register regarding the registration as well as the value added tax identification number (VAT - ID) and, if not available, the tax number must be submitted. All partners and, if applicable, also the shareholders of the partners, provided that a shareholder is also a corporation or a partnership, must be named by name, must be at least 18 years old and sign the application. The partners are each personally liable to PRUVIT for the conduct of the corporation.
(3) In the case of partnerships, a copy of the relevant extract from the commercial register on registration and the value added tax identification number, if available, must be submitted. All partners and, if applicable, also the shareholders of the partners, if a shareholder is also a corporation or a partnership, must be named by name, must be at least 18 years old and must sign the application. The partners are each personally liable to PRUVIT for the conduct of the partnership.
(4) Insofar as order or contract forms are used, these shall be deemed an integral part of the contract.
(5) The Promoter may register for the start of his activity as a Promoter with PRUVIT - or via a landing page of his Sponsor - online on the given registration process using the given verification process. During the registration, the Promoter is obliged to fill out the Promoter application completely and correctly, to sign it electronically and to transmit the application to PRUVIT in the specified way. In addition, in case of online registration, the Promoter accepts these General Terms and Condition, the compensation plan and the product price list as taken note of and accepts them as part of the contract.
(6) PRUVIT reserves the right to reject Promoter applications at its own discretion without any justification.
(7) An applicant enrolling with PRUVIT must identify a Sponsor in the online enrollment process. If the applicant later enrolls and identifies a different Sponsor, PRUVIT will not accept the later enrollment. PRUVIT reserves the right, at its sole discretion, to make the final decision with respect to any disputes regarding Promoter enrollments, Sponsors, and Placements.
(8) Special regulations for ITALY
(a) In Italy, Italian law does not allow a corporation as defined in § 3 (2) above and a partnership as defined in § 3 (2) above to register as an Incaricato, so that in Italy only individual persons can register with PRUVIT as Promoters (Incaricati). The Promoter (Incaricato) is obliged to send a copy of a valid identification document to PRUVIT and must comply with the "requirements of respectability" as per Section 71 of Legislative Decree no. 59/2010 [Decreto Legislativo n. 59/2010], the aforementioned obligation being fulfilled during the entire term of the contract, including at the time of renewal of the contract as per § 16 (1).
(b) In addition to the voluntary contractual right of withdrawal (see § 5), the Promoter (Incaricato) has a special right of termination after sending his application. However, unless he/she gives notice of termination within 10 working days after signing - the date of signing applies - (applies to online applications) or after sending the application (applies to offline applications), he/she accepts the contract and the General Terms of Contract as an integral part of the contract.
(9) In the event of a breach of the obligations regulated in paragraphs (1) to (3), (5) sentence 2 and (8) (a) PRUVIT is entitled to terminate without prior warning the distribution partner agreement without notice. In addition, PRUVIT expressly reserves the right to assert further claims for damages in this case of termination without notice.
§ 4 Status of the Promoter as Entrepreneur
(1) The Promoter acts as an independent and autonomous entrepreneur. In this respect, the parties agree that the Promoter shall initially act on a part-time basis. The Promoter is neither an employee nor a commercial agent, franchisee or broker of PRUVIT. There are no sales targets, acceptance or other activity obligations. The Promoter is not subject to any instructions from PRUVIT with the exception of the contractual obligations and bears the full entrepreneurial risk of his business activities including the obligation to bear all his business costs. The Promoter has to set up and operate his business - if necessary - in the sense of a prudent businessperson, which includes - if necessary - the operation of his own offices or a workplace managed in the sense of a prudent businessperson.
(2) As an independent entrepreneur, the Promoter shall be responsible for compliance with the relevant legal provisions, including tax and social security regulations (e.g. obtaining a VAT identification number or registering his employees with the social security authorities, as well as for obtaining a trade license, if necessary). In this respect, the Promoter assures that all commission income, which he generates in the course of his activities for PRUVIT, is duly taxed at his place of business. PRUVIT reserves the right to deduct from the agreed commission the respective amount for taxes and duties or to claim damages or reimbursement of expenses, which it incurs due to a violation of the above-mentioned requirements, unless the Promoter is not responsible for the damage or expense. PRUVIT will not pay any social security contributions for the Promoter.
(3) Specific rules for FRANCE
Promoters (as VDI partners according to French law) may not, under any circumstances, carry out the activity of an employer, nor may they be in a contractual relationship with other Promoters from their downline, as far as this contractual relationship relates to the PRUVIT business. No remuneration, in any form whatsoever, may be paid by a Promoter to another Promoter.
(4) Specific rules for ITALY
PRUVIT will - as far as required by law - deduct and withhold social security contributions and income taxes (as well as any other taxes or levies that may be mandatory) from the commissions payable to the Promoter (Incaricati) and transfer them to the competent Italian authority on behalf of the Incaricato.
§ 5 Voluntary contractual cancellation policy
You register with PRUVIT as an entrepreneur and not as a consumer, so that you have no legal right of withdrawal. Nevertheless, PRUVIT grants you the following voluntary 14 - day, contractual right of withdrawal in respect to your PRUVIT agreement.
Voluntary right of withdrawal
You may revoke your contractual declaration within 14 days without giving reasons in writing (by letter or e-mail) to the address or e-mail address stated in § 1. The period begins with the transmission of the Promoter application. The timely dispatch (date of the postmark/e-mail) of the revocation suffices to comply with the revocation period.
Consequences of withdrawal:
After your revocation you can return all unopened and resalable goods and other services purchased as a Promoter to PRUVIT against reimbursement of the full payments made for them. The return has to take place at the expense and risk of the Promoter. After receipt of the returned goods and examination of the same for freedom from defects, unopened and resalability, the purchase price will be refunded at 100%.
A Promoter may register again with PRUVIT through another sponsor after the revocation of his old position. Prerequisite is that the revocation for the old position of the Promoter was at least 6 months ago and the revoking Promoter has not performed any activities for PRUVIT during this time.
§6 Activation fee / use of the back office and landing page / service fee
(1) With the registration and payment of the non-commissioned activation and membership fee due when enrolling with PRUVIT, the Promoter acquires his PRUVIT Business Kit and other advertising material, the right to use the back office and landing page (including the associated Software App) for 12 months.
For the use as well as for the maintenance, administration, support and care of the back office and the landing page PRUVIT charges an annual non-commissionable service fee / membership fee.
a) The membership renewal fee is due on an annual basis thereafter. If a Promoter fails to pay the annual membership renewal fee within sixty (60) days of when it is due, the Promoter’s Account will be terminated and the Promoter will lose any and all rights to the Account, downline Organization, and any commissions and/or bonuses associated therewith. The Promoter shall not be eligible to re-enroll with PRUVIT as a Promoter for six (6) months following termination of the Account. Upon termination of the Account, the downline Organization will roll up to the immediate, active Upline Sponsor.
b) If a Promoter pays the membership renewal fee after it is due but within a sixty (60) day grace period, the Promoter will resume the rank and position held immediately prior to the membership renewal fee due date. However, such Promoter’s paid as level will not be restored unless that Promoter qualifies at that level in the new month. The Promoter is not eligible to receive commissions or bonuses for any part of the sixty (60) day grace period that the annual membership renewal fee is unpaid.
(2) The right to use the back office, software applications and landing page is a simple, non-transferable right of use relating to the specific back office; the Promoter has no right to change, edit or otherwise redesign the back office, nor is he entitled to grant sub-licenses.
§7 Obligations of the Promoter
(1) The Promoter is obliged to protect its personal passwords and login identifications from access by third parties and must notify PRUVIT immediately of any changes to its contractual data. In the case of changes of address, these are usually deposited with PRUVIT as changed after a processing time of 72 hours.
(2) The Promoter is prohibited from infringing competition law in its activities, infringing the rights of PRUVIT, its Promoters, affiliated companies or other third parties, harassing third parties or otherwise violating applicable law. In particular, the prohibition of unauthorized telephone advertising and the sending of unsolicited and unapproved advertising e-mails, advertising faxes or advertising SMS (spam) as well as social media spam or other unauthorized forms of messages.
(3) Special advertising guidelines
(a) At no point on any advertising material may the Promoter provide information about his income or the earning opportunities with PRUVIT. Rather there is always the obligation to point out to potential Promoters in the context of initiation talks expressly that the achievement of an income is only possible by very intensive and continuous work.
(b) Distribution and marketing activities shall not simulate commissions, which are to be understood as "head hunting fees”, entry fees or other commissions in connection with the mere recruitment of a new Promoter, or otherwise act to make the advertised distribution system appear to be an illegal distribution system, namely an illegal progressive snowball or pyramid scheme or otherwise a fraudulent distribution system. It must not be given the impression that the purchase of goods is necessary for a Promoter to be able to work for PRUVIT. It must not be given the impression that the payment of an entrance fee or any other payment to PRUVIT, another Promoter or other third party is necessary to become a Promoter for PRUVIT.
(c) Distribution and marketing activities shall not be directed at minors or persons inexperienced in business and shall in no way take advantage of their age, sickness or limited capacity to understand in order to induce consumers to conclude a contract In contacts with so-called socially disadvantaged or foreign-language population groups, the Promoters shall take due account of their financial capacity and their ability to understand and speak the language, and shall in particular refrain from doing anything that might induce members of such groups to place orders that are not appropriate to their circumstances.
(d) No distribution and marketing actions shall be undertaken that are unreasonable, illegal, and unsafe or put undue pressure on the selected consumers.
(e) Promoters will only refer to letters of recommendation, test results, references or other persons for business purposes vis-à-vis the consumer if they are officially authorized by both the reference provider and PRUVIT and if these are accurate and not outdated. Letters of recommendation, tests and personal references must also always be related to the intended purpose
(f) The consumer is not induced to buy goods by dubious and/or misleading promises, nor by promises of special benefits, if these benefits are linked to future, uncertain successes. The Promoters will refrain from doing anything that could lead the consumer to accept the offer made solely in order to do the Promoter a personal favor, to end an unwanted conversation or to enjoy an advantage that is not the subject of the offer or to show their appreciation for giving such an advantage.
(g) A Promoter shall not claim that the compensation plan or the Goods of PRUVIT are approved or licensed or supported by any governmental authority or are classified by any law firm to be legally secure.
(h) Due to strict regulations regarding the advertising of dietary supplements and cosmetic products, only the advertising material offered on the PRUVIT website or in the back office or elsewhere by the company can be used. It should be recommended that any customer who is currently undergoing medical treatment should consult their doctor before changing their diet. No statements regarding the safety of the products, their therapeutic or healing effects may be made in the course of the activity and advertising, unless they are officially approved by PRUVIT and/or are included in PRUVIT's official advertising material. Furthermore, the Promoters are not allowed to suggest that PRUVIT products can be used to treat, prevent, diagnose or cure diseases. PRUVIT also prohibits any statement regarding medical effects of PRUVIT products. For example, the Promoter may not claim that PRUVIT's goods help to treat diabetes, heart disease, cancer or other diseases. Also weight-loss claims are prohibited. No scientific publications, literature or testimonials written by doctors or scientists in relation to PRUVIT goods or their ingredients may be used or published if not explicitly approved in writing upfront by the PRUVIT compliance department.
(i) No statements or indications may be made which directly or indirectly present or describe the PRUVIT goods as illicit drugs or intoxicants or otherwise as intoxicating.
(3a) Specific regulations for ITALY
If a Promoter sends or otherwise uses advertising for an event, the advertising shall contain the following wording: "It is prohibited for a Promoter (Incaricati) as a participant in a direct sales system to persuade third parties to make a payment by promising them benefits in return for persuading third parties to enter the direct sales system. Also, do not be misled by claims that high income can be easily obtained."
(4) Internet and Third-Party Website restrictions / Social Media / Posting
PRUVIT provides its Promoters with tested marketing materials. The use, production and distribution of its own websites (PRUVIT provides the Promoters so-called replicated websites on which the sale of the goods may take place), sales documents, sales concepts, newspaper or magazine advertisements, own product brochures, video content, television advertising, audio content, the creation of own internet presences including professional social media business presences or other independently created sales or advertising material, as well as the modification of the replicated websites made available to the Promoter is only permitted with the prior express written consent of PRUVIT, which is at the free discretion of PRUVIT.
(a) A Promoter is prohibited from creating or registering any third-party website in order to promote, sell or advertise their PRUVIT business without PRUVIT’s express written approval. A Promoter is prohibited to use or attempt to register any of PRUVIT’s trade names, trademarks, service names, service marks, product names, URLs, advertising phrases, the PRUVIT logo or the PRUVIT name or any derivative thereof, for any purpose including, but not limited to, Internet domain names (URL), third party websites, e-mail addresses, web pages, or blogs.
(b) A PRUVIT Promoter may not (directly or indirectly through any intermediary or instrumentality) advertise, offer for sale, or facilitate the offering for sale of any PRUVIT products or services or offer the PRUVIT business opportunity on any online auction websites, internet retailer sites, or online marketplace websites. Examples of such sites include, but are not limited to, eBay®, Amazon, Facebook Marketplace, Sears.com, Jet.com, Walmart.com, and Etsy. This obligation survives the termination of a Promoter’s account with PRUVIT.
(c) Social Media sites may be used to sell or offer to sell PRUVIT products or services. PROFILES, A PROMOTER GENERATES IN ANY SOCIAL COMMUNITY WHERE PRUVIT IS DISCUSSED OR MENTIONED MUST CLEARLY IDENTIFY THE PROMOTER AS AN INDEPENDENT PRUVIT PROMOTER, and when a Promoter participates in those communities, Promoters must avoid inappropriate conversations, comments, images, video, audio, applications or any other adult, profane, discriminatory or vulgar content. The determination of what is inappropriate is at PRUVIT’s sole discretion, and offending Promoter will be subject to disciplinary action. Banner ads and images used on these sites must be current and must come from the PRUVIT approved library, official PRUVIT website or social media outlet. If a link is provided, it must link to the posting Promoter’s Replicated website. Promoters may not direct social media followers to another website where PRUVIT products are sold on the Internet unless the website has been specifically approved in writing by PRUVIT as a third-party website where the Promoter may offer PRUVIT products for sale.
(d) Anonymous postings or use of an alias on any Social Media site is prohibited, and offending Promoters will be subject to disciplinary action.
(e) Promoters may not use blog spam, spamdexing or any other mass-replicated methods to leave blog comments. Comments Promoters create, or leave must be useful, unique, relevant and specific to the blog’s article.
(f) Promoters must disclose their full name on all Social Media postings, and conspicuously identify themselves as an Independent PRUVIT Promoter for PRUVIT. Anonymous postings or use of an alias is prohibited.
(g) Postings that are false, misleading, or deceptive are prohibited. This includes, but is not limited to, false or deceptive postings relating to the PRUVIT business opportunity or income associated therewith, PRUVIT’s products and services, and/or your biographic information and credentials.
(h) Promoter are personally responsible for their postings and all other online activity that relates to PRUVIT. Therefore, even if a Promoter does not own or operate a blog or Social Media site, if a Promoter posts to any such site that relates to PRUVIT or which can be traced to PRUVIT, the Promoter is responsible for the posting. Promoter are also responsible for postings which occur on any blog or Social Media site that the Promoter owns, operates, or controls.
(i) As a PRUVIT Promoter, it is important to not converse with any person who places a negative post against you, other Promoters, or PRUVIT. Report negative posts to PRUVIT at email@example.com. Responding to such negative posts often simply fuels a discussion with someone carrying a grudge that does not hold themselves to the same high standards as PRUVIT, and therefore damages the reputation and goodwill of PRUVIT.
(j) The distinction between a Social Media site and a website may not be clear- cut, because some Social Media sites are particularly robust. PRUVIT therefore reserves the sole and exclusive right to classify certain Social Media sites as third-party websites which are herein prohibited.
(k) If your PRUVIT business is cancelled for any reason, you must discontinue using the PRUVIT name, and all of PRUVIT’s trademarks, trade names, service marks, and other intellectual property, and all derivatives of such marks and intellectual property, in any postings and all Social Media sites that you utilize. If you post on any Social Media site on which you have previously identified yourself as an Independent PRUVIT Promoter, you must conspicuously disclose that you are no longer an Independent PRUVIT Promoter.
(l) Failure to comply with these Policies for conducting business online may result in the Promoter losing their right to advertise and market PRUVIT products, services and PRUVIT’s business opportunity online in addition to any other disciplinary action available under the Terms and Conditions.
(4a) It is prohibited to operate an internet page, an internet portal, a social media presence or any other online application with several Promoters without the express permission of PRUVIT.
(4b) In the event that the Promoter publishes the goods of PRUVIT in other internet media, such as social networks (e.g. Facebook, YouTube, Twitter or Instagram), online blogs or chat rooms (e.g. WhatsApp or Snapchat), he may always use only the official PRUVIT advertising statements, must identify himself easily recognizably with his full name (anonymous or under a pseudonym postings are prohibited) and may not at any point give information about his income or the earning opportunities at PRUVIT or advertise for an employment at PRUVIT as an employee or similar, just as he may carry out the social media advertising only in the context of his own private social media channels incidentally and additionally, and may not create professional social media business presentations without prior consent. Prior to the launch of its own social media presence and/or channel, the Promoter is obliged to send the social media presence and/or channel PRUVIT via e-mail to firstname.lastname@example.org for verification. A sale of the goods may only take place via the official replicated website of the Promoter. The Promoter is obliged to insert in his social media presence and/or channel a link to the replicated website available.
(4c) The Promoters may not use online classified advertisements (including Craigslist) to advertise and/or distribute the goods and other services of PRUVIT.
(4d) The Promoters may place banner advertisements on a website, provided that they use the templates and images checked and approved by PRUVIT and comply with the contractual and legal requirements (in particular the prohibition of income statements and healing statements). All banner advertisements must be linked to the website of the Promoters.
(4e) Sponsored links or pay-per-click (PPC) ads are permitted. The target URL must lead to the Promoter's replicated website. The displayed URL must also lead to the Promoter's replicated website. No content contrary to the contract, misleading or otherwise unlawful content may be used.
(5) The goods of PRUVIT may be presented (not sold) within the framework of the applicable law revocably in four or more in-person meetings, at home parties, online home parties, online network events and / or in online conferences by the Promoter and may be sold only through the replicated website or the official web shop of PRUVIT (www.PRUVITnow.com). On its own Internet sites, other sales places, especially large general stores (such as supermarkets, discounters or shopping chains) or restaurants, on Internet trading platforms such as eBay, Amazon, in television sales shows, via telemarketing, teletext marketing or via comparable sales channels, the goods of PRUVIT may not be sold. In other health related retail shops such as drugstores, pharmacies, hairdressers, beauty or cosmetic studios, fitness studios, physiotherapeutic practices, comparable practices or medical practices the sale of the goods of PRUVIT is only allowed after written prior consent of PRUVIT.
(6) Furthermore, the Promoter may also present the Goods at trade fairs and exhibitions with the prior written consent of PRUVIT.
(7) It is prohibited for the Promoter to sell or otherwise distribute its own marketing and/or sales documents, training or lead generation tools, other goods of third parties or other services related to the PRUVIT business to other Promoters of PRUVIT.
(8) The Promoter must not give the impression in business dealings that he is acting on behalf or in the name of PRUVIT. Rather he is obliged to present himself as an "Independent PRUVIT Promoter". Internet homepages, letterheads, business cards, car lettering as well as advertisements, advertising material and the like must always show the addition "Independent PRUVIT Promoter" and may not contain the mark PRUVIT and/or the brands, work titles, business names and other marks of PRUVIT without prior express written consent. The Promoter is further prohibited to apply for and take out loans in the name of PRUVIT for or in the interest or on behalf of the company, to make expenditures, to enter into obligations, to open bank accounts, to conclude other contracts or to make other binding declarations of intent. The Promoter is neither granted a power of collection nor a power of attorney to represent PRUVIT towards third parties. Likewise, the Promoter is not responsible for the fulfilment of the liability from a mediated business.
(a) Special regulations for ITALY:
The Promoter (Incaricato) must identify himself as an "Independent PRUVIT-Incaricato" for business activities in Italy according to § 7 (8).
(9) The Promoter is not entitled in the course of business to use the trademarks of competing companies in a negative, derogatory or otherwise unlawful manner or to use negative, derogatory or otherwise unlawful valuations to entice away Promoters of other companies.
(10) All presentation, advertising, training and film material, product labels etc. (including photographs) of PRUVIT are protected by copyright. They may not be duplicated, distributed, made publicly accessible or processed by the Promoter without the prior express written consent of PRUVIT neither in whole nor in part.
(11) The use of the PRUVIT mark and/or the trademarks, work titles, product names and commercial designations and other marks of PRUVIT are not permitted beyond the use of the marketing materials provided by PRUVIT. This applies also to the registration of Internet domains. PRUVIT can demand that internet domains which use the name PRUVIT and/or the trademarks, work titles, product names and business designations and other marks of PRUVIT are deleted and/or transferred to PRUVIT. The pure takeover costs of the providers, but no other costs or a license or other compensation for the domain, will be taken over by PRUVIT in case of takeover. It is further prohibited to apply for own trademarks, work titles or other industrial property rights, which contain a possibly in another country/area registered or otherwise protected trademark, product name, work title or business names of PRUVIT. The aforementioned prohibition applies both to identical and similar signs or goods. Likewise it is forbidden to use in so-called search engine advertising (e.g. GoolgeAdWords), sponsored links advertising, internet advertising space marketing or comparable online advertising actions signs, brands, work titles or other property rights of PRUVIT. Finally prohibited, is also the refilling and/or repackaging of goods from PRUVIT.
(12) A Promoter may register again with PRUVIT after cancellation of his old position. Prerequisite is that the cancellation and the confirmation of the cancellation by PRUVIT for the old position of the Promoter at least 6 months ago and the cancelling Promoter has not performed any activities for PRUVIT during this time.
(13) The Promoter is not permitted to respond to press enquiries about PRUVIT, its goods, the PRUVIT compensation plan or other PRUVIT services. The Promoter is obliged to forward all press inquiries immediately to PRUVIT email@example.com.
(14) The Promoter undertakes - as far as possible and reasonable - to ensure that the customer data obtained through sales performance is used exclusively within the scope of his activity for PRUVIT and in particular is not passed on and/or used to other third parties or for services of third parties.
(15) The Promoter may only advertise and distribute services for PRUVIT or acquire new Promoters in those states which have been officially opened by PRUVIT. It is not allowed to act in a state as PRUVIT branch, importer or exporter or similar or to found corresponding business companies.
(16) Promoters may not give gifts or other benefits to employees of PRUVIT, collect entrance fees for events without written consent of PRUVIT or offer other than the official PRUVIT marketing materials or merchandise at promotional events.
(17) PRUVIT enables the Promoter to purchase the goods for personal use or for the needs of family members. Under no circumstances may the Promoter, himself or his family members, induce other Promoters to purchase products in larger quantities for their own consumption that unreasonably exceed the personal use within a household. By placing a new order, the Promoter warrants that at least 70% of the previous order has been used for business purposes for product presentations and tastings and that no more than 30% of the stock from the last order is still in his warehouse. Notwithstanding the tax retention obligations, the Promoter must keep the relevant documents for a period of at least four years in order to prove compliance with the aforementioned 70% rule. Furthermore, the Promoter may not purchase more goods himself or through third parties than he can consume within one month upon reasonable assessment.
(a) Special regulations for ITALY
Promoters (Incaricati) may only purchase PRUVIT goods for personal consumption, so that paragraph (17) sentences 1 - 2 are not applicable here insofar as they refer to family members and paragraph (17) sentences 3 - 5 are not applicable here in their entirety.
(19) The Promoter is obliged to inspect the goods purchased from PRUVIT for defects upon acceptance. If the Promoter finds defects in the Goods, he has to inform PRUVIT immediately, at the latest within 5 working days from acceptance of the Goods, and provide photographs of the defective product. PRUVIT will then check the request. In case PRUVIT considers the notice of defect to be justified, PRUVIT will provide the Promoter with a return label, with which the Promoter can return the Goods to PRUVIT in original packaging and with packing slip within 30 days from the notice of defect. PRUVIT will replace the defective goods to the Promoter.
(20) The Promoter will report the place, time and content of advertising events aimed at the general public to PRUVIT in good time before the invitation is published. PRUVIT can demand changes or even the abandonment of the event if this is necessary in the interest of the company and the PRUVIT sales organization with its members.
(21) The use of chargeable telephone numbers to market the activity or products of PRUVIT is not permitted.
(22) The Promoter is obliged to notify PRUVIT immediately and truthfully of any violations of the rules of the General Terms and Conditions and the PRUVIT Code of Conduct as well as all other provisions of the company.
(23) The Promoter shall comply with applicable consumer protection laws and regulations (including the consumer's right to receive specific notices and the right to return products) granted to the consumer under applicable consumer protection laws.
(a) When a Promoter makes a sale to a consumer, he must provide an official receipt from PRUVIT at or before the first sale and each subsequent sale. The Promoter must customize any provided receipt template with his personal information. If the consumer exercises his right to cancel the sale, the Promoter must follow the refund procedures described in this section.
(b) The consumer should return all unused products to PRUVIT directly and follow the instructions as set in detail in § 25.
(24) A Promoter may only make purchases through its own bank account or credit or debit card. It is prohibited for a Promoter to make his bank account or his own credit or debit card available to other Promoters for purchases or other payments at PRUVIT.
(25) The Promoter must inspect PRUVIT products and their packaging immediately upon receipt for damage, broken seals, signs of tampering or other product defects. If a product is faulty or damaged, the Promoter may not sell the product and must report the fault or damage to PRUVIT. The Promoter may return damaged or otherwise defective products within thirty (30) days of receipt and will receive a full refund or replacement.
The Promoter must follow all instructions given by PRUVIT regarding the proper care, storage and handling of PRUVIT products. In addition, the Promoter must store all PRUVIT products in a dry place at room temperature and protected from direct sunlight. The Promoter should also regularly check the stock for products whose best before date has expired or will expire within 60 days and must not sell such products.
(26) Special regulations for ITALY:
(a) The Promoter (Incaricato) is prohibited from reselling PRUVIT Goods. All sales of goods, including invoicing, will be arranged directly by PRUVIT or the respective Fulfillment partner within Italy. PRUVIT levies the accruing VAT directly from the end customers on the basis of the purchase price of the Goods according to the legally applicable VAT rates. Above mentioned prohibition of resale also has the consequence that paragraphs (3), (5) and (6) are not applicable here, as far as they refer to the resale of goods and services and/or refer to the other purchase of goods, which exceeds the personal need.
(b) The promotion of PRUVIT goods and services by them may only take place within Italy.
(27) Specific rules for FRANCE
(a) Promoters as VDI partners (Le Vendeur à Domicile Indépendant) under French law may only present PRUVIT goods and services through personal contact, i.e. during personal meetings. The above also means that paragraphs (4), (5), (7) and (20) are not applicable here, unless they refer to a sales promotion during a personal meeting.
(b) Purchases from Promoters at PRUVIT in France are limited to 400.00 € including VAT per month.
(27) International Marketing and Product Sales
(a) A PRUVIT Promoter is authorized to sell PRUVIT products and services, to Customers and Promoters only in those countries in which PRUVIT is authorized to conduct business, according to the legal regulations of each country. PRUVIT Promoters may not sell products or services in any country where PRUVIT products and services have not received applicable government authorization or approval. Only selective PRUVIT products may be approved or admitted in specific countries as to legal regulations of each country.
(b) A Promoter may not, in any unauthorized country, conduct sales, enrollment or training meetings, enroll or attempt to enroll potential Customers, or Promoters, nor conduct any other activity for the purpose of selling PRUVIT products and services, establishing a sales Organization, or promoting the PRUVIT business opportunity.
(28) Training and Leadership
(a) Sponsoring Promoters should have ongoing contact and communication with the Promoters in their downline Organization. Examples of communication may include, but are not limited to, newsletters, written correspondence, personal telephone calls, team conference calls, voicemail, text messages, e-mail, personal meetings, training sessions, events, workshops, and any other related contact.
(b) A Sponsoring Promoter should monitor the Promoters in his or her downline Organization to ensure that downline Promoters do not make improper product or business claims or engage in any illegal or inappropriate conduct. Upon request, a Sponsoring Promoter must provide documented evidence to PRUVIT of his or her ongoing fulfillment of responsibilities set forth in this Section.
(c) Up line Promoters are encouraged to educate and train new Promoters about PRUVIT’s products and services, effective sales techniques, the Compensation Plan, compliance with these Policies and Procedures, and any and all social media guidelines or any other guidelines issued by PRUVIT. Marketing product is a required activity in PRUVIT and must be emphasized in all Recruiting presentations.
(28) Use of Sales Aids: To promote PRUVIT products and the PRUVIT business opportunity, Promoters are encouraged to use the sales aids and support materials produced or expressly authorized by PRUVIT. Promoters may use and publish marketing materials they design only after such materials have been approved by PRUVIT. Additionally, publishing marketing materials that violate statutes or regulatory laws governing how PRUVIT’s products or business opportunity may be marketed is a violation of these Policies and Procedures and may result in immediate termination of the publisher’s PRUVIT Account. Any such violations could jeopardize the PRUVIT opportunity for all Promoters. Accordingly, Promoters must submit via email all sales aids, promotional materials, advertisements, websites, training material, flyers, along with any other literature to PRUVIT’s Compliance Department for approval prior to use at compliance@PRUVIThq.com. Unless the Promoter receives written approval to use the submitted material(s), the request shall be deemed denied. All Promoters shall safeguard and promote the good reputation of PRUVIT and its products. The marketing and promotion of PRUVIT, the PRUVIT business opportunity, the Compensation Plan, and PRUVIT products and services shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices. See also Section (3) - Advertising Guidelines - for more details in this paragraph.
8 Non-competition clause / poaching
(1) The Promoter is permitted to distribute goods and/or services for other companies, including marketing companies, party distribution companies or other direct distribution companies, even if they are competitors.
(2) Notwithstanding the permission formulated in paragraph 1, the Promoter is not allowed to distribute products or services of other companies as well as advertising material and comparable content for the operation of the PRUVIT business to other PRUVIT Promoters.
(3) Insofar as the Promoter is simultaneously active for several companies, including network marketing companies, party sales companies or other direct sales companies, he undertakes to structure the respective activity (in addition to his respective downline) in such a way that there is no connection or mixing with his activity for the other company. In particular the Promoter may not offer other than PRUVIT products at the same time at the same place or in the immediate vicinity or on the same internet page, Facebook page, other social media platform or internet platform or in the same webinar, video conference or other tele media services.
(4) Furthermore, the Promoter is expressly forbidden to entice away other PRUVIT Promoters for the sale of other products not sold by PRUVIT.
(5) The Promoter is also prohibited from violating other Promoters or other sales contracts which he has concluded with other companies and whose clauses still have effect by concluding a Promoter contract.
(6) Special regulations for ITALY
PRUVIT reserves the right to claim damages from the Promoter (Incaricato) for breach of the obligations under paragraphs (2) - (5) under Art. 1382, para. 1 of the Italian Civil Code [Codice Civile].
§ 9 Secrecy
The Promoter shall maintain absolute secrecy about business and trade secrets of PRUVIT and about its structure. To the business and trade secrets and at the same time property rights of PRUVIT belong in particular also the information about the downline activities and placements as well as the downline genealogy and the information contained in it, the Promoter, customer and contracting party data as well as the information about business relations of PRUVIT and its affiliated companies and other providers and suppliers. This obligation continues also after termination of the Promoter contract.
§ 10 Sponsoring / Promoter Protection / No Territorial Protection
(1) The Sponsor is the person who introduces a Promoter or Customer to PRUVIT, helps them complete their enrollment, and supports and trains those in their downline.
(a) PRUVIT recognizes the Sponsor as the name shown on an applicant’s first enrollment submission to PRUVIT.
(b) An applicant may not enroll with PRUVIT as a Promoter without personally accepting and agreeing to these Terms and Conditions.
(c) PRUVIT recognizes that each new prospect has the right to ultimately choose his or her own Sponsor, but PRUVIT will not allow Promoters to engage in unethical Sponsoring activities.
(d) All active Promoters in good standing have the right to Sponsor and enroll others into PRUVIT. While engaged in sponsoring activities, it is not uncommon to encounter situations where more than one Promoter has approached the same prospect. In this scenario, the new prospect should be Sponsored by the first Promoter who presented a comprehensive introduction to PRUVIT products or business opportunity.
(e) To that active Promoter, who acquires a new Promoter for the first time for the sale of PRUVIT products, the new Promoter is assigned to his structure in accordance with the compensation plan and the placement requirements regulated there or separately (Promoter protection, placement lounge), whereby the date and time of receipt of the registration application from the new Promoter at PRUVIT is valid for the allocation. It is in general not possible to change the "placement position" of a directly or indirectly sponsored partner.
(f) In the event of a dispute regarding Sponsorship, PRUVIT reserves the right to designate a prospect’s Sponsor and all such determinations are final.
(2) In the event a Promoter discovers that a Promoter in their downline has re-enrolled under a different Promoter, the Promoter has thirty (30) days from the date the downline Promoter enrolled under a new Promoter to notify the PRUVIT Compliance department and request the downline Promoter be transferred back to his/her downline. Upon the expiration of the thirty (30) day notice period, the right to re-claim a new Promoter to his or her downline will be waived.
(3) Change of Sponsors or Placement for Promoters
(a) Placement changes/corrections may be requested within seventy-two (72) hours from the time a first order is placed in connection with the requesting Promoter’s Account. Such adjustments require written permission directed to PRUVIT’s Support Department submitted from the personal back office of the Sponsor as well as the Promoter to be moved and in some cases the Upline Promoter.
b) Sponsor changes are generally not permitted. However, Sponsor corrections can be made if they are reported to PRUVIT’s Support Department within seventy-two (72) hours from the time a first order is placed in connection with the requesting Promoter’s Account. Sponsor corrections must be requested from the back office of the current (original) Sponsor, stating the reason that the correction needs to be made.
c) At the discretion of PRUVIT, Promoters who have not ordered PRUVIT products or services for at least twelve (12) months, and whose Account has not been terminated, are eligible to re-enroll in PRUVIT under the Sponsor/Placement of their choice.
d) When a former Promoter re-enrolls with PRUVIT, PRUVIT will “compress” (close) the Promoter’s original Account and a new PRUVIT User ID number be issued to the Promoter. In this scenario, a Promoter does not retain former rank, downline Organization, or rights to commissions from the Promoter’s former PRUVIT business or Account.
e) PRUVIT reserves the right to correct Sponsor or Placement errors at any time and in whatever manner it deems necessary in its sole discretion.
(4) Change of Organizations
a) If a Promoter wishes to change Organizations within PRUVIT, the Promoter must submit a notice of voluntary termination to the PRUVIT Compliance Department in accordance with Section (6) below, and remain inactive (place no orders, or be on an auto ship) with or in PRUVIT for six (6) months from the date PRUVIT acknowledges receipt of the notice before being eligible to re-enroll under a different Sponsor/Placement.
b) PRUVIT retains the right to approve or deny any request to re-enroll after a Promoter’s termination. Promoters within the same downline Organization simultaneously submitting notices of voluntary termination to transfer Organizations in accordance with Section 4.7 (a) will be deemed an abuse of these Policies.
c) If re-enrollment is approved, the former Promoter will be issued a new PRUVIT User ID after accepting and agreeing to the terms of the Pruver Agreement in effect at that time. The re-enrolled Promoter will not be entitled to keep any former rank, downline, or rights to commissions associated with the Promoter’s prior PRUVIT User ID/Account.
(5) Placement Lounge
(a) When a Promoter personally enrolls Promoters or Customers, they are automatically placed in the Promoter’s Placement Lounge as described in the specific Addendum attached hereto, for up to six (6) months.
(b) Promoter has up to six (6) months to place the new Promoter or Customer into an open position in their Organization placement tree. Upon the expiration of six (6) months this option expires indefinitely. Once a Promoter or Customer in the Placement Lounge has been placed, they cannot be moved again.
(6) Promoter may terminate his or her Account and PRUVIT business associated therewith by submitting a written notice via email to the PRUVIT Compliance Department at compliance@PRUVIThq.com. The written notice must include the following:
- Statement of the Promoter’s intent to terminate the Account;
- Date of termination;
- Promoter’s PRUVIT User ID;
- Reason(s) for terminating the Account; and
- Promoter’s signature.
b) A Promoter may not use voluntary Account termination as a way to immediately change Sponsor or Placement. A Promoter who has voluntarily terminated an Account is not eligible to re-enroll with PRUVIT or have any financial interest in a or any PRUVIT business for six (6) months from PRUVIT’s receipt of the written notice of termination. A terminated Promoter who promotes PRUVIT products or services during this six (6) month waiting period by using another Promoter’s or Customer’s referral code is in violation of this provision and shall not be permitted to re-enroll until six (6) months following any such offending conduct has ceased.
(7) PRUVIT is entitled to delete all personal data including the e-mail address of a sponsored Promoter from its system if mailings, cover letters or e-mails with the endorsements "moved", "deceased", "not accepted", "unknown" or similar are returned, and the new recruited Promoter or the Sponsor does not correct the incorrect data of the newly recruited Promoter within a reasonable period of 14 days. If PRUVIT incurs costs due to the undeliverable advertising mail and packages, it is entitled to reclaim the costs, unless the faulty delivery was not caused by the Promoter.
(8) Furthermore, crossline sponsoring and any attempt to do so within the company is prohibited. Crossline sponsoring means the acquisition of an individual person or corporation or a partnership who is already a Promoter of PRUVIT in another distribution channel or who had a Promoter contract within the last 6 months. In this respect, it is also prohibited to use the name of the spouse, relationship, trade name, corporations, partnerships, trust companies or other third parties to circumvent this provision.
(9) Bonus manipulations are prohibited. This includes in particular the sponsoring of Promoters who actually do not carry out the PRUVIT business at all (so-called straw men), do not exist, as well as open or veiled multiple registrations. In this respect, it is also prohibited to use the name of the spouse, relationship, trade name, corporations, partnerships, trust companies or other third parties to circumvent this provision. It is also prohibited to induce Promoters, customers or other third parties to sell or purchase goods in order to achieve a better position in the compensation plan, to manipulate the group bonus; to place new Promoters and/or customers with other Promoters or to otherwise manipulate the bonus.
(10) The Promoter shall not be entitled to territorial protection.
§ 11 Warning, contractual penalty, damages, release from liability
(1) It is the spirit of PRUVIT that integrity and fairness should pervade among its Promoters, thereby providing everyone with an equal opportunity to build a successful business. Therefore, PRUVIT reserves the right to impose disciplinary sanctions at any time, when it has determined that a Promoter has violated the Pruver Agreement, as may be amended from time to time by PRUVIT in accordance herewith.
(2) Consequences and Remedies of Breach
Disciplinary actions may include one or more of the following:
(a) Monitoring a Promoter’s conduct over a specified period of time to assure compliance;
(b) Alerting the Promoter’s Upline so that the Upline may further educate Promoter and/or take proactive action to protect the PRUVIT community form cross-Recruiting, disparagement, etc.;
(c) Issuance of a written warning or requiring the Promoter to take immediate corrective action;
(d) Imposition of a fine (which may be imposed immediately or withheld from future commission payments) or the withholding of commission payments (“Commission Hold”) until the matter causing the Commission Hold is resolved or until PRUVIT receives adequate additional assurances from the Promoter to ensure future compliance;
(e) Suspension from participation in PRUVIT or Promoter events, rewards, or recognition;
(f) Suspension of the Promoter’s Account and position for one or more pay periods;
(g) Involuntary termination of the Promoter’s Account and position;
(h) Any other measure which PRUVIT deems feasible and appropriate to justly resolve injuries caused by the Promoter’s violation(s); or
(i) Legal proceedings for monetary and/or equitable relief.
(3) Suspension Procedures
(a) First Violation: Counseling and initial warning letter. A first violation usually occurs because the Promoter is not familiar with the Policies and Procedures or the law. Counseling and the initial warning provide an opportunity for Compliance Department to bring to the attention of the Promoter the Policies and Procedures and the specific violation, and to provide counseling on complying with the Policies and Procedures and applicable laws. Compliance Department will also describe expectations and steps the Promoter must take to resolve the violation including, but not limited to, either removing or revising the non-compliant claim or how to remedy other violations. Within three (3) days of this notice, Compliance will determine if the non-compliant material or other policy violation has been remediated. If so, Compliance will close the file. If not, Compliance will proceed to Second Violation notice described below.
(b) Second Violation: Second warning letter and suspension. Although it is hoped that the Promoter will promptly correct the violation(s), PRUVIT recognizes that this may not always occur. The second written warning indicates the seriousness of repeated violations and will prompt a suspension of the Promoter’s Account. During the suspension period, the Promoter waives any and all rights to Pay-Out of any bonuses or commissions and must submit a signed a reinstatement letter wherein the Promoter acknowledges the violation(s) and describes the steps taken to correct the violation(s). Once the reinstatement letter is accepted by PRUVIT, the suspension will be lifted, and the Promoter may request a Pay-Out. The Promoter may be subject to additional discipline up to and including termination if a violation is not cured or further violation(s) occur.
(c) Third Violation: Suspension and final written warning. Repeated violation(s) of the Policies and Procedures is very problematic and potentially harmful. Therefore, the most effective and prudent action is suspension of the Promoter and forfeiture of commissions and bonuses associated with the offending Promoter’s Account. The final written warning letter will include notification of such suspension, action needed to cure the violation(s), and an indication that if the Promoter violates the Policies and Procedures again, the Promoter’s Account will be terminated immediately.
(d) Fourth Violation: Termination. As described above, PRUVIT will try to exercise the progressive nature of the discipline policy by first providing warnings, a final written warning and suspension and commissions forfeiture before proceeding to termination of the Promoter’s PRUVIT Account. PRUVIT will notify the Promoter in writing if/when the Account is terminated.
(e) PRUVIT reserves the right to combine and omit steps depending on the circumstances of each situation and the nature of the violation. Furthermore, Promoter may be terminated without prior notice or disciplinary action, as authorized by the Policies and Procedures.
(4) Explicitly reference is made to § 16 (2), to which PRUVIT 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 pursuant to § 11 (1) at its own discretion in the event of a first breach of duty. Notwithstanding the immediate, extraordinary right of termination regulated in § 16 (2), PRUVIT has the right in individual cases upon occurrence of one of the above-mentioned breaches of duty to issue a warning in the sense of paragraph (1) at its own free discretion before issuing the extraordinary notice of termination, also with a shortened period for rectification.
(5) Notwithstanding the forfeited contractual penalty, the Promoter is also liable for all damages incurred by PRUVIT through a breach of duty by the Promoter, unless the Promoter is not responsible for the breach of duty.
(6) The Promoter is fully responsible for all of his or her verbal and written communications made regarding PRUVIT products, services, and the Compensation Plan that are not expressly contained within official PRUVIT materials. Promoters shall indemnify and hold harmless PRUVIT on first request, its directors, officers, employees, product suppliers, and agents from any and against all liability including judgments, civil penalties, refunds, attorney’s fees and court costs incurred by PRUVIT as a result of the Promoter’s unauthorized representations or actions, breach of one of the obligations under the contract or any other breach of the law by the Promoter. This provision shall survive the termination of the PRUVIT Agreement and a PRUVIT Account.
PRUVIT encourages Promoters to obtain insurance coverage for their PRUVIT business. A homeowner’s insurance policy does for example not cover business related injuries, or the theft of, or damage to, inventory or business equipment. Promoters should contact their insurance agent to make certain their business property and activities are protected.
§ 12 Dispute Resolution
(1) Grievances Against Another Promoter
(a) If a PRUVIT Promoter has a grievance or complaint against another Promoter regarding any practice or conduct relating to their PRUVIT businesses, he or she is encouraged to resolve the issue directly with the other party. If an agreement cannot be reached, it must be reported directly to the PRUVIT Compliance Department as outlined below.
(b) The PRUVIT Compliance Department will be the final authority on settling grievances or complaints and its written decision shall be final and binding on the Promoters involved.
(c) PRUVIT will confine its involvement to disputes regarding PRUVIT business matters only. PRUVIT will not decide issues that involve personality conflicts or unprofessional conduct by or between Promoters outside the context of a PRUVIT business. These issues go beyond the scope of PRUVIT and may not be used to justify a Sponsor or Placement change or a transfer to another PRUVIT Organization.
(d) PRUVIT does not consider, enforce, or mediate third party agreements between Promoters, nor does it provide names, funding, or advice for obtaining outside legal counsel.
(e) Process for Grievances:
(aa) The Promoter should submit a written complaint via email directly to the PRUVIT Compliance Department at compliance@PRUVIThq.com. The email shall set forth the details of the incident as follows:
- The nature of the violation
- Specific facts to support the allegations
- Number of occurrences
- Persons involved
- Supporting documentation
(bb) Upon receipt of the written complaint, PRUVIT will conduct an investigation according to the following procedures:
- The Compliance Department will send an acknowledgment of receipt to the complaining Promoter;
- The Compliance Department will provide a verbal or written notice of the allegation to the Promoter under investigation. If a written notice is sent to the Promoter, he or she will have 10 business days from the date of the notification letter to present all information relating to the incident for review by PRUVIT.
- The PRUVIT Compliance Department will thoroughly investigate the complaint, consider all the submitted information it deems relevant, including information from collateral sources. Due to the unique nature of each situation, determinations of the appropriate remedy will be on a case by case basis, and the length of time to reach a resolution will vary.
- During the course of the investigation, the Compliance Department will only provide periodic updates simply stating that the investigation is ongoing. No other information will be released during this time. Promoter calls, letters, and requests for “progress reports” during the course of the investigation will not be answered or returned.
cc) PRUVIT will make a final decision and timely notify the PRUVIT Promoters involved.
(2) Mediating Disputes Between a Promoter and PRUVIT
(a) The Promoter and PRUVIT (collectively “the Parties”) recognize disputes and differences may arise between the Parties and therefore agree it is in their best interest to appoint an impartial mediator to resolve such disputes as they arise. Mediation of a dispute may allow the parties to avoid the cost and inconvenience of litigation in court.
(b) The Parties should exchange all documents pertinent to the relief requested. The mediator may request the exchange of memoranda and other information; items that a party wishes to keep confidential may be sent to the mediator in a separate communication.
(c) The mediator shall not be a legal representative of any party.
(d) Unless otherwise agreed to by the Parties, the mediation shall take place where Pruvit has its registered office and on a date that is mutually agreeable among the Parties and mediator. Participation in the mediation by telephone or online meeting (e.g., Zoom or Teams) will be permitted to prevent inconvenience to a party.
(e) The mediator shall allow the Parties to be represented by their respective advocates, who have the authority to consummate a settlement. Any party may participate without representation (pro se).
(f) Mediation sessions and related mediation communications are private proceedings. For this reason, only the Parties and their legal representatives may attend mediation sessions. Other persons may attend only with the permission of the Parties and with the consent of the mediator.
(g) Each Party will pay its own costs and expense of the mediation unless the Parties agree otherwise.
(h) The Parties agree that all mediation communications are privileged and not subject to discovery or admissible in evidence in a proceeding unless waived or precluded by both Parties or unless the evidence would otherwise be admissible or subject to discovery if it were not by reason of its disclosure or use in mediation.
(i) Jurisdiction and venue of any controversy or claim brought under this mediation provision shall be at the place of the registered office of PRUVIT. The Parties further agree that the laws of the place of the registered office of PRUVIT shall govern all matters, claims or controversy submitted to mediation pursuant to the Agreement.
(3) Class Action Waiver
The parties expressly intend and agree that:
(a) Class action and representative action procedures are hereby waived and shall not be asserted, nor will they apply, in any court or arbitration; and
(b) The parties will only submit their own, individual claims in any court or arbitration and will not seek to represent the interests of any other person.
(c) The court or arbitrator is not empowered to consolidate claims of different individuals into one proceeding, to hear any litigation or arbitration as a class action.
(d) As a PRUVIT Promoter I agree that I will not assert class or collective action claims against PRUVIT in arbitration, court or otherwise, nor will I join or serve as a member of a class or collective action in arbitration, court or otherwise.
(e) As a Promoter I understand that this means that there will be no right or authority for any dispute to be brought, heard, or arbitrated as a class or collective action by me or PRUVIT.
§13 Adjustment of prices and commissions
PRUVIT reserves the right, in particular with regard to changes in the market situation and/or license structure, to change the prices to be paid by the Promoter or the commission shares allocated to the services, the compensation plan or usage fees at the beginning of a new billing period. PRUVIT shall notify the Promoter of the change within a reasonable period prior to the change. Price increases of more than 5% or changes to the compensation plan at the expense of the Promoter give the Promoter the right to object to the change. If he does not object to the changed conditions within one month after notification, they become part of the contract. Changes known at the time of the conclusion of the Promoter contract are not subject to notification and do not constitute a right of objection by the Promoter. In case of an objection, PRUVIT is entitled to terminate the contract extraordinarily at the time when the changed or supplementary terms and conditions are to come into force.\
§ 14 Remuneration, commissions and settlement
(1) As remuneration for a successful placement and his activity, the Promoter shall receive commissions and bonuses upon attainment of required qualifications, which, including the respective qualification requirements, result from the PRUVIT compensation plan. All commission claims result from the respectively valid compensation plan, which the Promoter may get in his back office and which can be viewed in the back office. With the payment of the remuneration all costs of the Promoter for the maintenance and execution of his business, as far as not separately contractually agreed upon, are covered.
(a) A Promoter must be active and in compliance with the Pruver Agreement and all PRUVIT-issued guidelines and policies implemented to qualify for bonuses and commissions. So long as a Promoter complies with the Terms and Conditions set forth herein and the Pruver Agreement, PRUVIT shall pay commissions to such Promoters in accordance with the Compensation Plan and any amendments thereto.
(b) PRUVIT will not issue payment in any form to a Promoter without receipt of a Promoter’s annual membership and renewal membership fee and a properly completed electronic enrollment as PRUVIT Promoter, including the Promoter’s acceptance of and agreement to the Pruver Agreement.
(c) Bonuses in the form of PRUVIT Bucks are not redeemable for cash.
(d) Commission, bonuses, overrides, and achievement levels are calculated on a daily, monthly or yearly basis.
(e) Specific regulations for ITALY for the purpose of transparency
The commission to be paid to the Promoter (Incaricati) is calculated on the basis of the specific sales contract (and here the net sales price is used as the basis for calculating the commission), which was concluded, accepted and fulfilled between PRUVIT or the Fulfillment Partner in Italy and the end customer promoted by the Promoter (Incaricati).
(2) A successful brokerage in the sense of (1) of this contract is only deemed to exist if the contractual relationship between the Customer and PRUVIT has been effectively established. Furthermore, a claim for remuneration arises only when the payment from the Customer is credited to the account of PRUVIT and all other conditions for payment are fulfilled.
(3) In particular, a claim for commission shall not arise if
a.) the customer makes use of his right of withdrawal,
b.) the contract is contested by the customer in a legally effective manner,
c.) the customer order has come into existence unlawfully,
d.) PRUVIT refuses to accept the contract,
e.) incorrect incomplete sales orders were submitted.
In addition, in cases of fraudulent mediation, either through fraudulent or abusive measures of the customer, the Promoter or his vicarious agents, no commission claim arises.
(4) PRUVIT reserves the right, to prove identity of the Promoter (KYC) - or in the case of corporations or partnerships those of the acting person(s) - by uploading a copy of the identity card, passport or driver's license in the back office of PRUVIT, before the first payment of commissions to the Promoter. In the case of corporations or partnerships or registered trading individuals PRUVIT reserves the right to additionally ask for a copy of the current extract from the commercial register (not older than one month).
(5) The Promoter will be initially listed as a small business entrepreneur with PRUVIT. He will inform PRUVIT immediately by communicating his tax number and by submitting a confirmation of the tax office responsible for him as soon as he opts for the payment of value added tax (VAT) within the scope of his commercial activity or exceeds the small business limits.
(a) Special regulation for ITALY
Article 3 of Law No 173/2005 [Legge N. 173/2005] states that the activity of a Promoter (incaricato) is to be considered "occasional", if the annual income derived from this activity does not exceed EUR 5.000,-- net. per year.
The "occasional" basis of the activity as a Promoter (incaricato) implies that all remuneration paid to the Promoter (incaricato) by PRUVIT resp. by the Fulfillment Partner in Italy is not subject to VAT. If the annual income of the Promoter (Incaricato) exceeds EUR 5.000,-- net, the Promoter must immediately obtain a VAT number from the relevant tax authority. As soon as the Promoter (Incaricato) has been allocated a VAT number, his activity is considered "habitual".
The Promoter (Incaricato) then undertakes to inform PRUVIT resp. the Fulfillment Partner in Italy immediately about the closure of its VAT position/blocking of its VAT number. The same applies to changes regarding his VAT position/ VAT number. In case of closing of the mentioned VAT position/blocking of the VAT number this automatically leads to the termination of the activity as a distribution partner (Incaricato) for PRUVIT, if the annual income exceeds the amount of EUR 5.000, -- net; and PRUVIT resp. the Fulfillment Partner in Italy will terminate the contract with the distribution partner (Incaricato) extraordinarily. In addition, if the annual income exceeds EUR 5.000, -- net, the Promoter (Incaricato) shall, within 30 (thirty) days, register with Gestione Separata I.N.P.S. [INPS Special Administration] and notify PRUVIT resp. the Fulfillment Partner in Italy of the registration including all relevant data, including the amount of social security contributions to be paid.
If the Promoter (Incaricato) carries out a "door-to-door home sales" activity for another company, he/she is obliged to immediately report the activity, including the annual gross income, as soon as he/she has the relevant information.
(6) Commissions of the Promoter are credited weekly and paid out at the end of the following month and can, unless a different account has been expressly accepted separately in writing by PRUVIT, only be paid out to accounts which are in his name or in the name of a partnership or a corporation which has a contractual relationship with PRUVIT. Payments to third-party accounts or to third-party bank accounts cannot be made.
(7) The contracting parties agree that no claims to a higher commission than that on which this contract is based on do exist or can be asserted. The commission shall cover all claims of the Promoter, in particular all travel costs, expenses, office costs, telephone costs or other expenses for advertising material, as well as all other costs in connection with the performance of the contract. With the payment of the remuneration according to (1) all services of the Promoter are furthermore compensated, in particular also for the production and care of the Promoter stock, 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 case of termination of the contract, by whichever party for whatever reason, no compensation and/or compensation claims for whatever legal reason are to be paid by PRUVIT. Reference is expressly made to § 16 (5).
(8) PRUVIT is entitled to assert a right of retention within the scope of the statutory provisions. Furthermore, PRUVIT is entitled to assert a right of retention to the payment of commissions in case not all contractually or legally required documents are not provided before the first payment. In the event of the exercise of the right of retention of commission payments on the part of PRUVIT, it is agreed that the Promoter is not entitled to interest for the period of the retention of commission.
(9) PRUVIT is entitled to set off claims, which PRUVIT is entitled to against the Promoter , e.g. due to product returns, cancellations, customer objections pp., with the latter's commission claims in whole or in part, whereby the set-off is usually made in the month of the back posting due to the product returns, cancellations, customer objections.
(10) Assignments and pledging of claims of the Promoter arising out this Promoter contract are excluded, as far as this is not contrary to mandatory law. The encumbrance of the contract with rights of third parties is not permitted, as far as this does not contradict the mandatory law.
(11) The Promoter shall check the issued statements of account as soon as possible and notify PRUVIT immediately of any objections. All commission claims result from the respectively valid remuneration plan, which the Promoter can call up in his back office and which can be viewed in the back office. Faulty commissions, bonuses or other payment are to be communicated to PRUVIT in writing within 60 days starting from reservation of the incorrect payment. After this time the commissions, bonuses or other payment are considered as approved.
(12) The commissions are paid out monthly at the request of the Promoter, taking into account PRUVIT payment modalities and payment methods. PRUVIT reserves the right to transfer commissions only from a total amount of 25.00 €. In the event that the minimum payout amount is not reached, the commission claims will be continued on the business account held by PRUVIT for the Promoter and paid out to the Promoter in the month following the minimum payout amount.
§ 15 Blocking of the Promoter
(1) In the event the Promoter does not provide the requested evidence within 30 days of becoming aware of the requirements for payment of remuneration or commission advances or other payment, PRUVIT is entitled to temporarily block the Promoter in the PRUVIT system until the required records/documents have been provided. The period of a blockage does not entitle the Promoter to extraordinary termination and does not cause a claim for repayment of the already paid starter fees or any other claim for damages, unless the Promoter is not responsible for the blockage.
(2) For each case of reminder of documents not submitted etc. in the sense of (1) after pronouncement of the block PRUVIT is entitled to reimbursement of the costs necessary for this reminder.
(3) Remunerations or commission advances or other payments, which cannot be paid out due to the reasons mentioned above, are booked by PRUVIT as a non-interest-bearing reserve and become time-barred at the latest within the statutory limitation periods.
(5) Irrespective of the reasons for blocking mentioned in paragraph (1), PRUVIT reserves the right to block the account for important reason. PRUVIT reserves in particular the right to block the access of the Promoter to the back office and other system of PRUVIT without notice if the Promoter violates the obligations set out in §§ 7 - 9 and § 10 paragraphs 3 and 4, or any other applicable law. The blockage remains in force until the breach of duty has been remedied following a corresponding warning from PRUVIT. If it is a serious breach of duty, which leads to the extraordinary termination of the contractual relationship, the blockage remains permanently in force.
§ 16 Duration of contract, termination of contract
(1) The contract is agreed for an indefinite period and can be terminated at any time by submitting a written notice via email to the PRUVIT Compliance Department at firstname.lastname@example.org. The written notice must include the following:
(a) Statement of the Promoter’s intent to terminate the Account;
(b) Date of termination;
(c) Promoter’s PRUVIT User ID;
(d) Reason(s) for terminating the Account; and
(e) Promoter’s signature.
Irrespective of the contract term in sentence 1, the Promoters shall pay their annual service fee in the sense of § 6 (1) to PRUVIT at the end of the annual period, whereby the fee shall be debited from the credit account of the Promoter at the end of the running service period, i.e. the day of the initial Promoter enrollment, subject to appropriate coverage, with which the Promoter expressly agrees.
If the Promoter does not pay the aforementioned fee within 60 days grace period after the due date of the Service Fee and/or no debit from the credit account is possible, the contract will be terminated by PRUVIT without further notice at that time.
(2) Irrespective of the reason for termination in (1), both parties have the right to terminate the distribution partner agreement for good cause. An important reason for termination by PRUVIT is also a violation of one of the obligations regulated in § 7 with which a Promoter does not fulfil its obligation to remedy the violation in the sense of § 11 paragraph (1) in due time or if the same or a comparable violation occurs again at a later point in time after the remedy of the violation. 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 contractual or statutory law applicable in § 7 or otherwise, PRUVIT is entitled to extraordinary termination without prior warning. Furthermore, a reason for extraordinary termination exists for each party if insolvency proceedings have been opened against the other party, or the opening has been rejected due to lack of assets, or the other party is otherwise insolvent, or has made an affidavit in lieu of an oath of insolvency in the course of the execution. The right to extraordinary termination shall be without prejudice to further claims.
(a) Special regulations for ITALY
PRUVIT and/or the Italian service provider / Fulfillment partner is also entitled to an extraordinary right of termination with respect to the Promoter (Incaricato) if the Promoter (Incaricato) is no longer in possession of the "honorability" requirements referred to in Art. 71 of Legislative Decree No. 59/2010 [Decreto Legislativo n. 59/2010] or in the event of closure of the VAT position/blocking of the VAT number referred to in Section 14, paragraph (5) (a).
(3) PRUVIT also has the right to terminate the contract of the Promoter on an extraordinary basis if the Promoter has not taken the necessary actions as defined in § 14 (4) - KYC obligations - no later than 6 months after registration. PRUVIT will, however, 15 days prior to deletion of the account announce the imminent deletion to the Promoter by e-mail (to the e-mail address stored in the system) or in his BackOffice, so that the Promoter has the opportunity to take the necessary actions within this period of 15 days.
(4) After the termination of a contract by ordinary notice, a new contract can be concluded after a period of at least 6 months. In the event of termination of the contract by transfer of the structure in accordance with § 18 (3), registration under the previous structure/organization is no longer possible. A Promoter may not use voluntary Account termination as a way to immediately change Sponsor or Placement. A Promoter who has voluntarily terminated an Account is not eligible to re-enroll with PRUVIT or have any financial interest in a PRUVIT business for six (6) months from PRUVIT’s receipt of the written notice of termination. A terminated Promoter who promotes PRUVIT products or services during this six (6) month waiting period by using another Promoter’s or Customer’s referral code is in violation of this provision and shall not be permitted to re-enroll until six (6) months following any such offending conduct has ceased.
(5) Upon termination of the Agreement, the Promoter shall no longer be entitled to commission.
Following voluntary or involuntary termination of a Promoter’s PRUVIT account such Promoter:
- Shall have no right, title, claim or interest to any commission or bonus, including PRUVIT bucks, from the sales generated by the Promoter’s former Organization or any other payments in association with the Promoter’s terminated Account
- Effectively waives any and all claims to property rights or any interest in or to the Promoter’s former downline Organization and Account
- Shall receive commissions and bonuses only for the last full pay period in which the Promoter was active prior to termination, less any amounts withheld during an investigation preceding an involuntary termination, less PRUVIT bucks which are not redeemable for cash, and less any other amounts owed to PRUVIT.
This does not apply to contracts already successfully brokered at this time. The claim to these commissions remains unaffected. Furthermore, upon termination of the contract, the Promoter is not entitled to any kind of commercial agent compensation claim or similar, since the Promoter is not a commercial agent.
(6) Notices of termination will only be accepted in written form, whereby an ordinary notice of termination can also be sent by e-mail, provided that it contains the name, address and ID number of the Promoter.
(7) If a Promoter at the same time claims other services from PRUVIT independent of the Promoter contract, these services remain unaffected by the termination of the Promoter contract unless the Promoter expressly demands their termination with the termination. If the Promoter continues to purchase services from PRUVIT after the termination of the contract, he will be treated as a regular end customer as far and if possible.
(8) In the event of premature termination of a contract with a minimum term, there is no entitlement to a refund of the costs for the activation or service fee, unless the Promoter has effectively terminated the contract extraordinarily for an important reason.
§ 17 Data protection obligations of the Promoter
It is forbidden for the Promoter to pass on, store or use the personal or customer-specific data of the end customers that become known to him to third parties beyond the contractual rights and/or specifications.
18 Transfer of business operations/structure to third parties / Succession
(1) PRUVIT may transfer its business operations in whole or in part or individual assets to third parties at any time, provided the purchaser complies with the applicable law.
(2) In order to preserve the integrity of the hierarchical structure, it is necessary for PRUVIT to place restrictions on the transfer, assignment, or sale of a Promoter’s PRUVIT Account and business associated therewith.
(a) A Promoter may not sell, assign, or transfer his or her rights or delegate his or her Account or position as a Promoter without PRUVIT’s prior written approval, which will not be unreasonably withheld. All parties involved in any transaction described in this Section must be in good standing with PRUVIT to be eligible for any proposed sale, assignment, or transfer. Any attempted sale, assignment, or transfer without PRUVIT’s approval may be voided at the discretion of PRUVIT.
(b) Any approved buyer/assignee/transferee shall assume the position of the Promoter at the current qualified title, but at the current “paid as” rank, at the time of the sale and acquires the Promoter’s downline Organization.
(c) To request the sale, transfer or assignment of a PRUVIT position, a Promoter must request a “Sale/Transfer of Position Form” from PRUVIT’s Support Department and submit the following items to the PRUVIT Compliance Department:
(aa) a fully executed, dated, and properly completed PRUVIT Sale/Transfer of Position Form;
(bb) a fully executed, dated, and notarized agreement between the Promoter and the proposed buyer/transferee/assignee
(ccc) any additional supporting documentation requested by PRUVIT.
(d) Any debt obligations that any party involved in the proposed transaction may have with PRUVIT must be satisfied in full prior to the approval of any sale, transfer or assignment.
(e) A Promoter who sells, transfers or assigns his/her/its PRUVIT position is not eligible to re-enroll as a PRUVIT Promoter for six (6) full calendar months following the date of the sale, transfer, or assignment except as otherwise expressly permitted by these Policies and Procedures.
(6) Pending a divorce or dissolution of a Business Entity, the parties must adopt one of the following methods of operation:
(a) One of the parties may, with the written consent of the other(s), operate the PRUVIT business whereby the relinquishing Spouse, shareholder, partner, member or trustee (“Relinquishing Party”) authorizes PRUVIT to deal directly and solely with the non-Relinquishing Party.
(b) The parties may continue to operate the PRUVIT business jointly on a “business as usual” basis. All compensation paid by PRUVIT will be to the individual(s) or Business Entity named as the Promoter on the Account and the Promoter shall indemnify PRUVIT from any and all claims of any other party with respect to the PRUVIT business and Account and any payment(s) made in connection therewith.
- PRUVIT recognizes only one downline Organization and will issue only one commission payment transfer per PRUVIT Account per commission cycle. Under no circumstances will the downline of an Organization be divided, nor will PRUVIT split commissions and/or bonuses.
- If a Relinquishing Party has completely relinquished, in writing, all rights to the original PRUVIT business and Account, the Relinquishing Party may immediately thereafter re-enroll under the Sponsor and Placement of his or her choice. In such cases, however, the Relinquishing Party shall have no rights to, and shall not solicit, any Promoter or active Customer in the former Organization, and must develop a new business in the same manner as any other new PRUVIT Promoter. A Promoter in the Relinquishing Party’s former downline Organization who wishes to transfer to the Relinquishing Party’s new Organization or to any other Organization, must comply with these Terms and Conditions.
- The Promoter Agreement ends at the latest upon the death of the Promoter. The Promoter contract can be inherited in compliance with the legal requirements.
(a) Whenever a PRUVIT business is transferred by will or other testamentary process, the successor acquires the right to collect all bonuses and commissions of the deceased Promoter’s sales Organization. The Successor must:
(a) Accept and agree to all terms of the Pruver Agreement;
(b) Comply with the terms and provisions of the Pruver Agreement; and
(c) Meet all of the qualifications for the last rank achieved by the former Promoter.
Any bonuses and/or commissions transferred pursuant to this section will be paid in a single transfer to the successor, except for PRUVIT Bucks which hold no cash value. The successor must provide PRUVIT with an “address of record” to which all bonuses and commissions Pay-Out will be sent. Payments will be based on the current performance of the position, not the highest rank or volume achieved.
(b) Appropriate legal documentation must be submitted to PRUVIT Compliance Department to ensure the transfer is done properly. To affect a testamentary transfer of a PRUVIT business, the Successor must provide the following to PRUVIT Compliance Department:
(a) certified copy of the death certificate; and
(b) A notarized copy of the will or other appropriate legal documentation establishing the successors right to the PRUVIT business.
(c) To complete a transfer of the PRUVIT business because of incapacity, the Successor must provide the following to the PRUVIT Compliance Department:
(a) A notarized copy of an appointment as trustee;
(b) A notarized copy of the trust document or other appropriate legal documentation establishing the trustee’s right to administer the PRUVIT business; and
(c) The whole “Pruver Agreement” accepted and agreed to by the trustee in writing.
(10) If the Successor is already an existing Promoter, PRUVIT will allow such Promoter to keep his or her own position plus the inherited position active for up to six (6) months. By the end of the six (6) month period, the Promoter must have compressed (if applicable), sold or otherwise transferred either the existing position or the inherited position.
(11) If the Successor wishes to terminate the PRUVIT position, he or she must submit a notarized statement stating the desire to terminate the position, along with a certified copy of the death certificate, appointment as trustee, and/or any other appropriate legal documentation.
(12) Upon written request, PRUVIT may grant a one (1) month bereavement waiver and pay out at the last “paid as” rank.
(7) In the event that a Promoter wishes to carry out its activities in the future under a different name, through a corporation, partnership, as a married couple, as a registered partnership or from other formation in the future under a different designation, this is only possible upon application, whereby PRUVIT is entitled at its free discretion to reject the application.
§ 19 Separation / Dissolution
In the event that a Promoter registered as a married couple/registered partnership, corporation or partnership terminates his or her company internally, it shall apply that even after the separation, dissolution or other termination, one of the aforementioned companies shall only retain one Promoter position. The separating spouses/members/partners have to agree internally by which spouse(s)/member(s) the contractual partnership is to be continued and to notify PRUVIT of this by a written notification signed by both parties and certified by a notary public or by presentation of a corresponding court order. In the event of an internal dispute about the consequences of separation, divorce, dissolution or other termination in relation to the contractual partnership at PRUVIT, PRUVIT reserves the right of extraordinary termination, if such a dispute leads to a neglect of the obligations of the Promoter, to a breach of these General Terms and Conditions, to a violation of applicable law or to an unreasonable burden on the down- or upline.
§ 20 Consent to use photographic and audiovisual material, use of recordings of materials and presentations
(1) The Promoter grants PRUVIT free of charge the right to record or perform photographic and/or audiovisual material with his portrait, voice recordings or statements and quotations from him in the context of his function as a Promoter. In this respect, the Promoter agrees by transmission of the Promoter application and the knowledge of these General Contract Terms and Conditions expressly in a publication, use, reproduction and modification of his quotations, recordings or recordings.
(2) The Promoter is not permitted to make audio, video or other recordings of events sponsored by PRUVIT, telephone conferences, speeches or meetings for the purpose of sales or for personal or business use. A Promoter may furthermore not record, make or compile audio or video presentations or recordings of PRUVIT events, speeches, telephone conferences or meetings without the prior written consent of PRUVIT.
§ 21 Data protection provisions
(1) In the following, you will find the data protection regulations for Promoters of PRUVIT. Responsible body in the sense of EU data protection law is:
Pruvit Ventures Inc.
c/o TLC24 s.r.o.
Na Pankráci 1724/129
(2) Our data protection officer is:
Rolf van Atten
Na Pankráci 1724/129
(3) We commit ourselves as the responsible body according to the data protection regulations to protect your personal data and to treat them confidentially. The collection, storage, modification, transmission, blocking, deletion and use of your personal data is based on the applicable legal provisions, in particular the Basic Data Protection Regulation (DSGVO). We have taken technical and organizational measures to ensure that the regulations on data protection are observed both by us and by our external service providers.
(4) We store your personal data for as long as it is necessary to achieve the respective purpose of the processing or the storage is subject to a legal retention period. We store data that we process on the basis of your consent until you revoke your consent. We store data that we process in order to execute a contract with you for as long as the contractual relationship exists and, if necessary, beyond that if legal retention periods oblige us to do so. Data that we process on the basis of our legitimate interests will be stored as long as your interest in deleting the data does not outweigh our own.
(5) For the conclusion of a contract as a distribution partner we need the following personal data from you:
Title, surname, first name, address, company if applicable, date of birth, e-mail address, telephone number, VAT ID number, bank and transfer data. This information is necessary for the establishment and execution of the contract as a distribution partner. The legal basis for processing this data is Art. 6 para. 1 sentence 1 lit. b DSGVO.
In addition, PRUVIT is legally obliged within the framework of the "Know Your Customer" (KYC) procedure for the purpose of money laundering prevention to identify future Promoters before the conclusion of a Promoter contract within the framework of a legitimation check (so-called "KYC check"). The following personal data are processed within the scope of the check: Title, first name, surname. address, nationality, place of birth, date of birth. The basis for this data processing is Art. 6 para. 1 sentence 1 lit. c DSGVO.
(6) As a Promoter, you have access to the BackOffice. In this BackOffice you will receive an overview of the orders that have been initiated by you. For this purpose, the following information about the persons who have initiated the order is displayed:
Status (customer/Promoter), last name, first name, e-mail, net value of the previous month's orders, number of team members, time of last online activity. This information is required for the calculation and traceability of commission claims. The legal basis for the processing of this data is Art. 6 para. 1 sentence 1 lit. b DSGVO.
You can also see a team overview in the BackOffice. There you will receive information about the independent Promoters in your downline that you have recruited. The following information is displayed:
Status (customer/Promoter), last name, first name, net value of the previous month's orders, number of team members, time of last online activity. This information is necessary for the calculation and traceability of commission claims. The legal basis for the processing of this data is Art. 6 para. 1 sentence 1 lit. b DSGVO.
(7) We require the following data to process the commission payments:
Title, surname, first name, address, bank details. This information is required for the calculation and traceability of commission entitlements. The legal basis for processing this data is Art. 6 para. 1 sentence 1 lit. b DSGVO.
(8) We will only pass on your personal data to third parties to the extent that this is necessary to implement the contract or to protect our legitimate interests. We also use external service providers (contract processors) for the execution of the contract. Separate commissioned data processing contracts have been concluded with these service providers to ensure the protection of your personal data. In addition, third parties who are not contract processors of PRUVIT, are themselves obliged as their own responsible persons in the sense of the data protection law to process the data of the Promoters in accordance with the DSGVO and other applicable data protection regulations.
a) To calculate the differential commission of the Independent Promoters from your Up-Line, the above information about your orders as well as your team overview will also be displayed to the Promoters in whose Down-Line you are. For this purpose, the Promoters from your Up-Line will receive the following information:
Status (customer/Promoter), last name, first name, e-mail, net value of the previous month's orders, number of team members, time of last online activity. This information is necessary for the calculation and traceability of the difference commission of your Up-Line. The legal basis for the processing of this data is Art. 6 para. 1 sentence 1 lit. b DSGVO.
b) To execute the delivery, the first name, surname, address, e-mail address and telephone number of the Promoter will be forwarded to shipping companies to execute the delivery.
c) For the purpose of payment processing, the payment data of the Promoter, namely first name, surname, address, e-mail address, telephone number, date of birth, IBAN, BIC will be forwarded to credit institutions or payment intermediaries.
d) In order to process our accounting, we pass on personal data, namely first name, surname, address, e-mail address and telephone number of the Promoters in connection with customer orders as well as commission settlements, to our external accounting service provider.
e) The data transfer to the service providers mentioned under 8 b) - d) is carried out for the purpose of implementing the contractual relationship with you as a Promoter, as well as to protect our legitimate interests. The legal basis for this data processing is Art. 6 para. 1 sentence 1 lit. b and lit. f DSGVO.
(9) PRUVIT is obliged by commercial and tax law to store the address and payment data of the Promoters for a period of up to ten years. However, after two years PRUVIT will restrict the processing, i.e. the data of the Promoter will only be used to comply with the legal obligations. Legal basis for this storage is Art. 6 para. 1 sentence 1 lit. c DSGVO. In addition, the data of the Promoter will be deleted with the complete processing of the contract, which includes the complete payment of the agreed fees.
As a data subject, the Promoter has the right to
- Information on the processing of his data
- correction or deletion of his data
- restriction of processing
- objection to processing
- Data transferability
- withdrawal of any consent he may have given with effect for the future
- complaint to a data protection supervisory authority;
A list of all supervisory authorities can be found here: https://www.bfdi.bund.de/DE/Infothek/Anschriften_Links/anschriften_links-node.html
To assert his rights the Promoter can contact PRUVIT (see address at the beginning of the data protection declaration) or the data protection officer of PRUVIT.
§ 22 Exclusion of liability
(1) PRUVIT is only liable for other than by injury of life, body and health arising damages, as far as these are based on intentional or grossly negligent action or culpable breach of an essential contractual obligation (e.g. payment of the commission) by PRUVIT, its employees or agents. This also applies to damages from the violation of obligations in contract negotiations as well as from the execution of unauthorized actions. Any further liability for damages is excluded.
(2) Except in the case of injury to life, limb or health or willful or grossly negligent conduct by PRUVIT, its employees or agents, liability is limited to typically foreseeable damages at the time of conclusion of the contract and otherwise to the amount of average damages typical for the contract. This also applies to indirect damages, in particular lost profits.
(3) PRUVIT is not liable for damages, of whatever nature, caused by loss of data on the servers, except in case of gross negligence or willful misconduct of PRUVIT, its employees or agents.
(4) Contents of the Promoter secured by PRUVIT are for PRUVIT external information in the sense of the telemedia law and/or other applicable law.
(5) The Promoter understands and agrees that he/she/it is solely responsibility for any and all fines and liabilities incurred as a result of the Promoter’s violation(s) of applicable laws, regulations, and/or ordinances.
§ 23 Inclusion of the compensation plan and other company documents / “Pruver Agreement”
(1) The PRUVIT compensation plan as well as the product price list, social media guidelines and the specifications contained therein as well as other published company documents are also expressly part of the Promoter Agreement, collectively called the “Pruver Agreement”. The Promoter must always comply with these specifications in accordance with the currently valid version.
(a) Because Federal, state, and local laws, as well as the business environment, periodically change, PRUVIT reserves the right to amend the Agreement as well as the ‘PRUVIT Product Price List’ (attached hereto as Addendum 1 and incorporated herein by reference) in its sole and absolute discretion. Notification of any such amendments shall appear in official PRUVIT materials, PRUVIT’s website, social media outlets and/or Promoters’ back offices.
(b) Any amendment to the Agreement shall be effective thirty (30) days following notice by one of the following methods:
(aa) Posting on the official PRUVIT website;
(bb) Electronic mail (email); or
(ccc) Any PRUVIT communication channels or social media outlets (i.e. Facebook, Instagram, Twitter and/or PRUVIT App).
(c) Amendments to the Pruver Agreement shall not apply retroactively.
(2) The Promoter must adhere to the terms of the PRUVIT Compensation Plan.
(a) A Promoter shall not offer the PRUVIT business opportunity through, or in combination with, any other system, program, or method of marketing other than that specifically set forth in Official PRUVIT Literature.
(b) A Promoter shall not require or encourage a current or prospective Promoter to participate in PRUVIT in any manner that varies from the Compensation Plan as set forth in Official PRUVIT Literature.
(c) A Promoter shall not require or encourage a current or prospective Promoter to make a purchase from or payment to any individual or other entity as a condition to participating in the PRUVIT Compensation Plan.
(3) By sending the application to PRUVIT for the conclusion of a distribution partnership the Promoter assures at the same time that he has taken note of the entire “Pruver Agreement”, including the PRUVIT compensation plan, the product price list and accepts them as an integral part of the contract.
§ 24 Limitation period
(1) All claims arising from this contractual relationship shall become statute-barred for both parties within 6 months, insofar as this is legally permissible. The period of limitation begins with the due date of the claim or at the time, the claim arises or is recognizable. Legal regulations, which mandatorily provide for a longer limitation period, remain unaffected.
§ 25 Reimbursement Guidelines / Refund Policy / Right of Withdrawal
Depending on the legal relationship with PRUVIT one or more of the following refund policies apply.
Promoters with retail sales to retail customers residing within EU have to comply with the Right of withdrawal policy herein under § 25 (1) in respect to such sales activities.
(1) PRUVIT Retail customers residing within EU
(a) Right of withdrawal / Cancellation & Refund policy for consumers for a contract in which the goods are delivered in a uniform delivery:
(aa) You have the right to cancel this contract within fourteen days without giving reasons.
The period is fourteen days from the day on which you or a third party designated by you, other than the carrier, have taken possession of the goods.
In order to exercise your right of withdrawal, you must provide PRUVIT Customer service at
by means of a clear statement (e.g., a letter, fax, or e-mail ) about your decision to withdraw from this contract. You may use the attached sample revocation form, which is not mandatory.
In order to comply with the revocation period, it is sufficient to send the notification of the exercise of the right of revocation before the end of the revocation period.
(bb) Consequences of revocation:
If you revoke this contract, PRUVIT must refund all payments received from the retail customer, including delivery costs (with the exception of additional costs resulting from the fact that the customer has chosen a different type of delivery than the cheapest standard delivery offered by PRUVIT), immediately and at the latest within fourteen days from the day on which PRUVIT receive notification of revocation of this contract. For this refund, PRUVIT will use the same means of payment that has been used for the original transaction, unless expressly agreed otherwise; in no case the customer will you be charged for this refund. PRUVIT may refuse to refund until having received the goods back or until the customer having provided proof that the goods have been returned.
(cc) You must return or hand over the goods to PRUVIT immediately and in any case within fourteen days at the latest from the day you inform PRUVIT of the revocation of this contract. This period shall be deemed to have been observed if you dispatch the goods before the expiry of the period of fourteen days.
(dd) You bear the direct costs of returning the goods.
(ee) You shall only be liable for any loss of value of the goods if this loss of value is caused by handling or usage of the goods which is not necessary for testing the nature, properties and functioning of the goods.
(ff) This right of withdrawal does not apply to the following contracts:
(aaa) Delivery of goods which are not prefabricated and have been manufactured on the basis of a personal choice or according to customer specifications, or of goods which have clearly been tailored to the Customers personal requirements.
(bbb) Delivery of sealed goods that are not suitable to be returned for reasons relating to health protection or hygiene if the sealing has been removed after delivery.
(ccc) Delivery of audio or video recordings or computer software in sealed packaging if the seal has been removed after delivery.
(ddd) Digital, nonphysical online delivery products.
(gg) Sample revocation form
If you want to cancel the contract, please fill out this form and send it back
PRUVIT Ventures Inc.,
9001 Sam Rayburn Highway
Melissa, Texas 75454
I/we (*) hereby revoke the contract concluded by me/us for the purchase of the following goods
- Ordered on (*) / received on (*)
- Name of the consumer(s)
- Address of the consumer(s)
- Signature of the consumer(s) (only in case of communication on paper)
(*) Delete as applicable
(2) PRUVIT Private / Retail customer Satisfaction guarantee
(a) If within thirty (30) days of retail Customer’s receipt of purchased PRUVIT product a private Customer is not satisfied with the product for any reason, the Customer may contact email@example.com to return the unused portion of the product for a full refund of the product purchase amount, minus shipping and handling charges incurred.
(b) After thirty (30) days but no more than ninety (90) days post receipt of the purchased product, only product which is in Resalable condition may be returned. A Customer may contact firstname.lastname@example.org to return the Resalable product for a full refund, minus shipping and handling charges incurred in this timeframe. Because PRUVIT cannot guarantee the quality of PRUVIT products that are sold to Customers by non-Promoters, PRUVIT’s Refund Policy is not available for products that Customers purchase from anyone other than a Promoter or PRUVIT directly or that are purchased in any unauthorized channel.
(c) Properly returned product purchased completely or partially with PRUVIT Bucks will be credited PRUVIT Bucks, pro rata, back to their Customer account. PRUVIT Bucks are not redeemable for cash.
(3) PRUVIT Promoters
(a) If within the first thirty (30) days of receipt of purchased PRUVIT product, a Promoter is not satisfied with the product, the Promoter may contact email@example.com to return the unused portion of the product for a full refund, minus shipping and handling charges. Any such return(s) may result in a six (6) month suspension of the Promoter’s account.
(b) If after thirty (30) days but no more than ninety (90) days, a Promoter is not satisfied with PRUVIT products or is unable to sell them, the Promoter may return any Resalable product(s) for a refund of seventy percent (70%) of the original purchase price. Any shipping and handling charges incurred in connection with such returns will not be refunded.
(c) If a Promoter receives a product that is damaged or otherwise defective, the Promoter may return the product within thirty (30) days of receipt for a full refund or replacement product.
(d) Properly returned product purchased completely or partially with PRUVIT Bucks will be credited PRUVIT Bucks, pro rata, back to their Customer account. PRUVIT Bucks are not redeemable for cash.
(e) Terminated Promoters: If a terminated Promoter has purchased PRUVIT product, PRUVIT will issue a refund or credit for any product purchased by the Promoter if: (i) the product is in Resalable condition; (ii) the Resalable product is returned to PRUVIT within twenty (20) days from the date of termination. Refunds are subject to a ten percent (10%) handling fee. Shipping costs are not refundable.
(f) Problems with Shipments. If within thirty (30) days of the reported expected product delivery date, a Promoter does not notify firstname.lastname@example.org of a problem with receipt of the Promoter’s order, including but not limited to, failure to receive the product, improper sealing, damaged to the container, quality of the internal product, and/or receipt of wrong product, refunds or exchanges will not be given.
(g) All purchases are charged and refunded in U.S. Dollars. All returns, refunds and exchanges will also be refunded or exchanged in U.S. Dollars. PRUVIT is not responsible for fluctuating exchange rates.
(4) Return process for Retail Customer guarantee and Promoters:
All returns as to (2) and (3) above in this paragraph must be made to the following instructions:
(a) Obtain a Return Merchandise Authorization (“RMA”) from PRUVIT by contacting email@example.com and submitting a request.
(b) Ship items to the address provided by PRUVIT customer service when you receive your RMA.
(c) Provide a copy of the sales receipt or invoice with the returned product. Such invoice must reference the RMA and include the reason for the return.
(d) Ship product back in the original manufacturer’s box exactly as it was delivered.
(e) All returns must be shipped to PRUVIT pre-paid, as PRUVIT does not accept shipping collect packages. PRUVIT recommends shipping returned product by UPS or FedEx which includes tracking information and insurance, as risk of loss or damage in the shipping process of the returned product shall be borne solely by the Customer or Promoter. If returned product is not received at the address provided on the RMA, it is the responsibility of the Customer or Promoter to trace the shipment of the product wherein no credit will be applied.
(f) Returning $500 or more of PRUVIT product accompanied by a request for a refund within one (1) calendar year by a Promoter, may constitute grounds for involuntary termination of the Promoter’s account.
§ 26 Applicable law / Place of jurisdiction
(1) The law of the registered office of PRUVIT shall apply, excluding the UN Convention on Contracts for the International Sale of Goods. Mandatory legal provisions of the state in which the Promoter has his habitual residence remain unaffected.
(2) If the Promoter is a merchant, a corporation under public law or a special fund under public law or has no general place of jurisdiction or moves its place of residence abroad after conclusion of the contract or its place of residence is unknown at the time of the commencement of legal proceedings, the place of jurisdiction and the place of performance shall be the registered office of PRUVIT.
(3) The place of fulfilment for all services and products arising from business / service transactions with PRUVIT shall be at the place of the registered office of PRUVIT insofar as the customer is a merchant, a legal person governed by public law or a special fund under public law.
§ 27 Final provisions
(1) PRUVIT is entitled to amend this contract, these General Terms and Conditions and/or the Compensation plan or the product price list (collectively, the “Pruver Agreement”) if this is necessary for economic reasons or legal changes. PRUVIT will announce changes with a period of notice of 30 days before the change comes into effect with concrete designation of the future contract amendment via e-mail or in the back office of the Promoter. The Promoter has the right to object to the change or to terminate the Pruver Agreement in text form without observing a period of notice before the change comes into effect. In case of objection PRUVIT is entitled to terminate the Pruver Agreement in due form. If the Promoter does not terminate the Pruver Agreement or does not object to the change until the change comes into force, the changes will come into force from the point in time stated in the change announcement. PRUVIT is obliged to inform the Promoter in the change notification about the meaning to not state anything.
(2) Amendments or supplements to these General Terms and Conditions must be made in writing. This also applies to the cancellation of the requirement of the written form.
(3) If these General Terms and Conditions are translated into another language and there are contradictions in any provision between the English and the translated version of the General Terms and Conditions, the English version shall prevail.
(4) In the event of invalidity or incompleteness of a clause of these General Terms and Conditions, the entire contract shall not be invalid. Rather, the invalid clause shall be replaced by one that is effective and comes closest to the intended and economic purpose of the invalid clause. The same shall apply to the closing of a regulatory loophole requiring regulation.
Status of Terms and Conditions: July 12th, 2021