General Terms and Conditions for Team Partners together with an Agreement on Alternative Place of Jurisdiction
Preamble / Ethical rules
We warmly welcome you on behalf of our company as a new independent Team Partner and wish you every success and pleasure in selling the products of AVALO Europe Ltd., represented by its managing director Mrs. Smith (hereinafter referred to as "AVALO Europe"). When selling our products and in your contact with (potential) customers, the most important things are to ensure user friendliness and safety, reliability, fair cooperation between us and the entire marketing network, as well as compliance with applicable laws and good ethics.
We therefore ask you to read the following ethical rules as well as our general terms and conditions for Team Partners thoroughly and to allow these principles to guide you in your day-to-day activities.
Ethical rules for dealing with consumers
• Our Team Partners advise their customers honestly and sincerely, clarifying any misunderstandings about goods, the business opportunity, or other statements made during consultations.
• When speaking with potential customers either in person or by telephone, Team Partners will automatically and truthfully indicate that they are Team Partners of AVALO Europe at the beginning of the sales talk. They will also specify the business purpose of their visit or call openly and clearly at the beginning of the sales talk and indicate which products or services will be presented.
• At the consumer's request, the sales talk can be omitted, postponed, or amicably discontinued.
• Team Partners are never insistent or intrusive. In particular, visits and telephone contacts must take place at reasonable hours unless the consumer has expressly requested otherwise. The companies and their Team Partners call consumers for marketing purposes only with their express, prior consent. The caller's number must be disclosed when making the call (no private calls or hidden numbers).
• When contacting consumers, the Team Partner shall inform them about all aspects of the respective electric company and its rates and, if the consumer requests it, the potential for further sales.
• All information on the products must be comprehensive and truthful. Team Partners are prohibited from making misleading statements or promises of any kind regarding the products.
• Team Partners may make no claims about the products, their prices, or their terms and conditions unless such disclosures have been approved by AVALO Europe.
• Team Partners will take reference recommendation letters, test results, or other persons during their sales talk only if such references have been authorized by both the reference and AVALO Europe and only if they are accurate and not obsolete. Letters of recommendation, tests, and personal references must also always be related to the intended purpose.
• Consumers should not be misled to purchase the products through dubious and/or misleading promises nor by promising special benefits when these are linked to uncertain, future outcomes. Team members will refrain from anything that could lead consumers to accept the offer made only to do them a personal favor, to terminate unwanted conversations, to receive an advantage, which is not part of the offer, or to indicate their willingness to receive the same.
• Team Partners may not make any comments with respect to their compensation or the potential compensation of other Team Partners. Furthermore, Team Partners may not guarantee, promise, or otherwise raise expectations concerning the level of compensation.
• Team Partners must take care with consumers with little or no commercial experience and under no circumstances take advantage of their age, illness, or limited ability to understand to induce them to enter into a contract.
• When making contacts with those in socially disadvantaged positions or with people whose first language is not the local language, Team Partners will give all due consideration to their ability to make financial commitments, to read and understand the documents and sales talk presented, and especially which would lead such persons to place orders that do not correspond to their particular circumstances.
Ethical rules for dealing with other Team Partners
• Team Partners must always treat each other fairly and respectfully. The same also applies to dealing with Team Partners in other network marketing companies.
• New Team Partners will be informed truthfully about their rights and obligations. Information regarding potential revenue and employment opportunities should be omitted.
• No verbal assurances may be made regarding the products and services of AVALO Europe.
• Team Partners are not allowed to poach Team Partners from other companies. Furthermore, Team Partners are not allowed to suggest to other Team Partners that they change their sponsor within AVALO Europe.
• Team Partners must comply with the following general terms and conditions in addition to the ethical rules at all times.
Ethical rules for dealing with other companies
• AVALO Europe Team Partners will always be fair and honest in their conduct towards other network marketing companies.
• The systematic recruitment (poaching) of partners is not permitted.
• Disparaging, misleading, or unfair comparative statements about the goods or distribution systems of other companies are prohibited.
Having presented our company's basic ethical rules, we would now like you to become familiar with the General Terms and Conditions for Team Partners of AVALO Europe.
(1) The following general terms and conditions for Team Partners are an integral part of every agreement between AVALO Europe Ltd., represented by its managing director Mrs. Smith, email: email@example.com (hereinafter "AVALO Europe") and independent, self-employed Team Partners. These are intended to serve as the basis of a fair and successful business relationship between the two parties.
(2) AVALO Europe will provide its services solely based on these general terms and conditions.
(1) AVALO Europe is a company that uses a Team Partner network to sell high-end products in such fields as the energy markets (hereinafter referred to simply as "products"). Team Partners market these products on behalf of AVALO Europe. Team Partners will receive commissions for this activity. Individuals can register with AVALO Europe to become Team Partners; there is no requirement to recruit other partners as part of the marketing activity described above.
(2) In addition, Team Partners may, but are not obligated to recruit other Team Partners. Team Partners receive a commission on the product sales of the Team Partners they recruit once a certain qualification level is reached. A commission is expressly not paid for the mere recruitment of new partners. The commission and the manner in which it will be paid will be based on the compensation plan in force at that time.
(3) Once they register, AVALO Europe provides its Team Partners an online back office along with a landing page together with a license to use the same for the first year of this contractual relationship as defined in §6(1) below. This back office provides Team Partners with a constantly updated, comprehensive overview of their sales revenues, commission claims, invoices, and growth at the Team Partner and downline levels. AVALO Europe may also make a no-obligation offer to Team Partners to purchase other starter sets.
(4) The contracts for the products being sold are exclusively between the consumer and the respective energy supply or telecommunications companies. This does not create any basis for consumer claims against Team Partners or AVALO Europe to enter into a power supply or telecommunications contract, because the contract signed depends on the acceptance or confirmation of the application by the respective utility companies. It is expressly stated that AVALO Europe only forwards the applications for service to the respective energy supply or telecommunications companies and therefore has no influence on whether said contract will be accepted.
(5) Team Partners or the consumers themselves will enter the consumer's required data online and transmit this data to the AVALO Europe service portal operated in compliance with data protection regulations. For this purpose, a data interface will be defined by mutual agreement, so that the data will be made available to AVALO Europe for further processing. Once the data has been transmitted, AVALO Europe is responsible for compliance with data protection rules. If Team Partners become aware of significant negative credit information about the consumers they sign up, they must forward the same immediately to AVALO Europe.
(6) AVALO Europe is entitled to withdraw or make any other changes to the energy supply or telecommunications company products it offers. Upon being notified of upcoming tariff and/or product changes by the respective power supply or telecommunications companies, AVALO Europe will notify Team Partners with reasonable advance notice, unless the respective energy supply or telecommunications companies have made such advance notice impossible.
§3 General prerequisites for becoming a Team Partner
(1) Only legal entities, partnerships, or individuals who are entrepreneurs and are at least 18 years of age may become Team Partners Consumers may not become Team Partners. Only one Team Partnership application will be accepted per natural person, partnership, or legal entity.
(2) If a legal entity submits a Team Partnership application, the corresponding extract from the commercial register must be submitted together with the application as well as a copy of its VAT identification number. All shareholders of the applicant and all shareholders of any legal entity or partnership holding shares in said applicant must be listed by name, be at least 18 years of age, and sign the application. The shareholders are individually and severally liable to AVALO Europe for the actions of the applicant.
(3) If a partnership submits a Team Partnership application, the corresponding extract from the commercial register, if available, must be submitted with the application as well as a copy of its VAT identification number. All shareholders of the applicant and all shareholders of any legal entity or partnership holding shares in said applicant must be listed by name, be at least 18 years of age, and sign the application. These partners are individually and severally liable to AVALO Europe for the actions of the applicant.
(4) Any and all online orders and order forms are considered an integral part of the contract.
(5) Registrations to become a Team Partner of AVALO Europe must be done online. Upon registration, Team Partners must complete the Team Partnership application fully and correctly and transmit it to AVALO Europe electronically as prescribed. In addition, Team Partners must acknowledge and accept these general terms and conditions for Team Partners by ticking the corresponding box online, indicating their acceptance of the same as part of the contract between them and AVALO Europe.
(6) AVALO Europe reserves the right to refuse Team Partnership applications at its discretion, without any justification.
(7) In the event of a breach of any obligation stipulated in paragraphs (1) to (3) and (5), AVALO Europe is entitled to terminate the Team Partnership agreement without notice. In addition, AVALO Europe expressly reserves the right to seek further redress in the event of a termination without notice.
§4 Team Partners as entrepreneurs
(1) In this business relationship, Team Partners act as independent, autonomous entrepreneurs. The parties also mutually assume that the Team Partner will be doing this marketing activity initially on a part-time basis. They are neither employees, sales representatives, nor brokers of AVALO Europe. There are no sales targets, minimum deliveries, or other obligations concerning their activities. Team Partners are not subject to any instructions of AVALO Europe, with the exception of the contractual obligations, and bear the full entrepreneurial risks of their business activity, including the obligation to pay all their business costs and the due payment of their employees, should they employ any. Team Partners shall set up and operate their businesses in accordance with sound business principles, including the operation of their own offices or other workplaces appropriate for the conduct of business.
(2) As independent entrepreneurs, Team Partners are personally responsible for compliance with the relevant legal provisions, including tax and social insurance requirements (e.g. registration for a VAT ID number, registration of their employees in the social insurance system, obtaining business licenses, or a travelling salesperson trade card, as required). In this regard, the Team Partner warrants that it will pay all applicable taxes on the commission revenue generated from their activities for AVALO Europe. AVALO Europe reserves the right to deduct the respective amount for taxes and fees from the commissions and/or demand reimbursement for damage or expenses incurred by due to the Team Partner's breach of the foregoing stipulations, in the event that the Team Partner is responsible for the same. AVALO Europe does not make social insurance contributions on behalf of its Team Partners. Team Partners are not authorized to make any statements or enter into any obligations on behalf of AVALO Europe.
§5 Notice concerning the voluntary right to revoke this contract
You are registering with AVALO Europe as an entrepreneur and not as a consumer and therefore do not have the statutory right to revoke this contract. Nevertheless, AVALO Europe is voluntarily granting you a right to rescind this contract within two weeks.
Voluntary right of cancellation You can revoke your contract within 14 days without giving reasons in writing (by letter or e-mail) to the address or e-mail address mentioned in §1. The period begins with the submission of the Team Partnership application. The deadline is considered met if the notice has been sent by the deadline, as evidenced by the date of the postmark or email.
Consequences of canceling this contract: After the cancellation, all services, which you have received as a Team Partner on a billable basis, may be returned to AVALO Europe for a full refund of payments already made.
A Team Partner may re-register with another AVALO Europe sponsor after canceling their previous position, provided that said cancelation was more than 12 months earlier and that the Team Partner has not since performed any activities for AVALO Europe in the interim.
§6 Use of the back office / license and maintenance fees
(1) By registering with AVALO Europe and paying the annual license and maintenance fee, Team Partners receive for the duration of the contract the right to use the back office and landing page provided to them. This is a simple, non-transferable right to use the specific back office; Team Partners have no right to modify, edit, or otherwise reorganize the back office, nor may they grant sublicenses to the same.
(2) AVALO Europe charges an annual license and maintenance fee for the maintenance, administration, support, and care of the back office. Said fee can be found on the applicable price list.
§7 Team Partner obligations
(1) Team Partners are obliged to use the contract documents, terms and conditions, and other documents of the respective energy supply companies in their current forms as made available online by AVALO Europe, copies of which must be provided to consumers when they complete the application form. Changes to the same require the express prior written consent of AVALO Europe.
(2) Team Partners are not allowed to change the prices or terms and conditions of AVALO Europe or on the documents of the respective energy supply companies, such as their terms and conditions. Team Partners must act to prevent the fraudulent use of the same.
(3) Team Partners are obliged to use qualified personnel for sales and customer service.
(4) Team Partners must protect their personal passwords and user names from third-party access.
(5) Team Partners are prohibited from violating laws against the restriction of competition, from harming the rights of AVALO Europe, its Team Partners, its affiliated companies, or other third parties in the course of their activities, from harassing third parties, or otherwise violating any other applicable laws. This applies in particular to the prohibition on unsolicited telephone marketing and the sending of unsolicited promotional emails, faxes, or text messages (spam). Team Partners are also prohibited from implying that they are approaching consumers at the request of their current provider, if this does not correspond to the facts. Furthermore, abuse and the commission of illegal activities, such as the use of unauthorized, misleading, or otherwise unfair marketing statements or materials are prohibited. In particular, Team Partners are not permitted to make false or misleading statements about AVALO Europe products or its sales system.
(6) Team Partners are also prohibited from promoting about opportunities to earn money or to provide information regarding their commission to third parties, particularly in the course of their marketing. They are also expressly forbidden from making statements that suggest a guaranteed income or using their commission checks to indicate their success to third parties. Team Partners may not claim that the AVALO Europe Compensation Plan or products have been endorsed, approved, or are otherwise sponsored by a government agency.
(7) AVALO Europe provides legally tested marketing and sales documents for each market (country). This protects Team Partners from regulatory warnings and provides greater security. Team Partners may not use, produce or disseminate their own sales documents, websites, product brochures, product labels or other self-generated media and advertising materials or change the landing page provided to them without the prior, express written consent of AVALO Europe. AVALO Europe products may be marketed and sold online exclusively via the official AVALO Europe websites. Team Partners may not use their own sites for this purpose. In the event, that Team Partners promote AVALO Europe products in other online media such as social networks (e.g. Facebook), blogs, or chat rooms, they must always make exclusive use of official AVALO Europe marketing messages and nowhere provide information about their income or earning potential from their activities for AVALO Europe or suggest that third parties sign up as Team Partners. Likewise, Team Partners may not promote AVALO Europe goods and services on the radio, film, television, or other electronic media or mass media.
(8) Within the framework of applicable legislation, Team Partners may present and sell AVALO Europe products in conversations with two or more third parties present, at home parties, online home parties, online network events, and/or online conferences. They may not present or sell AVALO Europe products in other venues, especially in other stationary retail stores (such as supermarkets or gas stations), internet platforms such as eBay, YouTube, Facebook, Amazon, on television sales shows, via telemarketing, text marketing, or comparable sales channels.
(9) Team Partners are always prohibited from selling their own marketing and/or sales documents to other AVALO Europe Team Partners or others.
(10) Team Partners also may not present the products at trade fairs and exhibitions.
(11) Team Partners may not give the impression in the course of their activities that they are acting on behalf of AVALO Europe. They must also present themselves as "independent AVALO Europe Team Partners." As a rule, all websites, stationery, business cards, car labels, advertisements, promotional materials, and the like shall include the words "Independent AVALO Europe Team Partner." Likewise, they may not include the AVALO Europe logo and/or brands, working titles, business names, or other names used by AVALO Europe without the prior express consent of AVALO Europe. Team Partners are also prohibited from applying for or taking out loans, incurring expenses, making commitments, opening bank accounts, entering into any other contracts, or giving consent on behalf of, in the interest of, or in the name of AVALO Europe. Team Partners are not authorized to undertake collections or to represent AVALO Europe to third parties. Likewise, Team Partners have no right to expect that any transactions they arrange will be accepted. Team Partners must always refer anyone making inquiries to AVALO Europe, which, in turn, will refer them to the respective utility companies.
(12) In the course of their business activities, Team Partner are not authorized to make negative, disparaging, or otherwise unlawful comments or assessments about competing or other companies or brands either to consumers or in an attempt to recruit partners of other companies.
(13) All presentations, promotional materials, training and film materials, etc. (including photographs) provided by AVALO Europe are protected by copyright. Team Partners may not copy, distribute, disclose, or otherwise modify the content, completely or in part, without the express written consent of AVALO Europe. Likewise, product packaging may not be replaced or altered nor may other goods be stored in the same.
(14) AVALO Europe logo, name, and/or marks, work titles, trade names, and the like may only be used with the prior express written consent of AVALO Europe. This also applies to the registration of domains that contain the name AVALO Europe or variations of the same. AVALO Europe may require that internet domains that make unauthorized use of the AVALO Europe name either be deleted and/or have their ownership transferred to AVALO Europe. In the latter case, AVALO Europe will cover the transfer costs. Likewise, Team Partners are prohibited from registering their own brands, work titles, or other property rights that contain a mark, product name, work title, or business name of AVALO Europe registered in other countries/regions or otherwise protected. This prohibition applies to both identical and similar signs and goods.
(15) Team Partners may re-register with another AVALO Europe sponsor after canceling their previous position, provided that the cancelation of the previous position was confirmed by AVALO Europe at least 6 months prior and that the Team Partner had performed no activities for AVALO Europe in the interim. Exceptionally, the six-month waiting period is not required for married couples or registered life partners with the written consent of the upline, provided that AVALO Europe's conditions and procedures are respected.
(16) Team Partners are not allowed to respond to press enquiries concerning AVALO Europe, its products, its compensation plan, or any other AVALO Europe matters. Team Partners are obliged to forward all press inquiries immediately to AVALO Europe.
(17) Team Partners warrant that the consumer data collected during the sales talk will only be used to fill out the order form and will not be forwarded to any third party except the product partner.
(18) Team Partners may market and sell AVALO Europe services and recruit new Team Partners in those countries officially opened by AVALO Europe.4
§8 Non-competition clause, poaching, sale of third-party services
(1) Team Partners are allowed to sell goods and/or services for other companies, including network-marketing companies, who are not competitors.
(2) This permission notwithstanding, Team Partners are not allowed to sell products or services of other (non-competing) companies to other AVALO Europe Team Partners.
(3) If Team Partners are simultaneously active for several companies or network marketing companies, they agree to organize their business activities (along with their respective downline) in such a way as to avoid any connection or mixing of their activities for these other companies with their activities for AVALO Europe. In particular, Team Partners may not offer products other than AVALO Europe products during the same sales talk, in the same place or in the immediate vicinity or on the same website, Facebook page, or other social media/online platform.
(4) Team Partners are also prohibited from recruiting other AVALO Europe Team Partners to sell the other company's products.
(5) Team Partners are also prohibited from violating their agreement by entering into another sales partnership or other agreements with other companies.
Team Partners shall observe strict confidentiality regarding business and trade secrets of AVALO Europe and its structure. In particular, the business and trade secrets also include information on downline activities and the information contained therein, the Team Partner and consumer data as well as information relating to the business of AVALO Europe, and its affiliates, with its vendors, manufacturers, and suppliers. This obligation shall remain in effect even after the termination of the Team Partnership agreement.
§10 Team Partner protection / no territorial protection
(1) New Team Partners recruited by Team Partners for the sale of AVALO Europe products are assigned to the recruiting partner within the structure according to the compensation plan and the placement guidelines regulated therein (distributor protection); the starting point of the assignment is determined by the date and time when payment for the new distributor's registration application is received by AVALO Europe. The positioning of a directly or indirectly sponsored partner may not be changed.
(2) AVALO Europe is entitled to delete all personal data, including the email address of a sponsored Team Partner from the system, if advertising mail, letters or e-mails are returned marked "moved", "deceased", "rejected", "unknown" etc. and the newly recruited Team Partner or their sponsor fails to correct the erroneous data within a reasonable period of 14 days. Should AVALO Europe incur costs due to the undeliverable mail items and packages, it is entitled to recover said costs, except when the defective delivery took place through no fault of the recruiting Team Partner.
(3) In addition, cross-line sponsorship and any attempt to do the same within the company is prohibited. Cross-line sponsorship means the acquisition of a natural or legal person, or of a partnership, that is already an AVALO Europe Team Partner in another or who has had a Team Partnership agreement within the last 12 months. The use of names of spouses, relatives, trade names, corporations, partnerships, trusts, or other third party names to circumvent this provision is also prohibited.
(4) Bonus manipulation is prohibited. In particular, this includes the sponsoring of Team Partners not actually involved in activities for AVALO Europe (also known as shell vendors) or any multiple registrations, done openly or covertly, to the extent that these are prohibited. The use of names of spouses, relatives, trade names, corporations, partnerships, trusts, or other third party names to circumvent this provision is also prohibited. Similarly, it is prohibited to induce third parties to the sales or purchase of goods in order to achieve a better position in the compensation plan, to manipulate the group bonus or to otherwise bring about a bonus manipulation.
(5) Team Partners have no claim to a protected sales territory.
§11 Warnings, contractual penalty, compensation, indemnity
(1) The first time Team Partners are in breach of their obligations set forth in §7, they shall receive a written warning from AVALO Europe with a deadline of 10 days to rectify the breach. Team Partners agree to reimburse AVALO Europe for all costs incurred by such warnings and, in particular, any lawyers' fees.
(2) It is hereby pointed out that §16(2) herein expressly gives AVALO Europe the right to an extraordinary termination of the Team Partner without warning for any breach of the obligations set forth in §8, §9, §10(3) or (4), §18(3), or §19, as well as for a particularly serious breach of the obligations set forth in §7 or any other applicable contractual or other right set forth in the law. Nevertheless, AVALO Europe is also entitled to take the measures referred to in § 11 (1) in the case of a first breach of obligations. Notwithstanding the right to immediate extraordinary termination without notice set forth in §16(2), if the above-mentioned breaches of obligations occur, AVALO Europe reserves the right at its discretion to issue a warning as described in (1) above before any such extraordinary termination of the contract, even if this warning stipulates a shorter grace period for remedial action.
(3) If the provided grace period expires and the same or a fundamentally identical breach of obligations is committed, or if the original breach is not remedied, a contractual penalty will become due for immediate payment. Said penalty shall be at the discretion of AVALO Europe and may be disputed with court holding jurisdiction over this contract. In addition to the penalty itself, the Team Partner shall be responsible for reimbursing any and all attorneys' fees associated with its collection.
(4) The contractual penalty notwithstanding, the Team Partner shall be liable for any and all damages incurred by AVALO Europe through the breach of any duty set forth in §§7–9 and §10(3) and (4) to the extent they were caused by the Team Partner.
(5) Upon first request, Team Partners shall indemnify AVALO Europe against any and all claims by third parties arising from their breach of their contractual obligations or any other violation of applicable laws. In particular, Team Partners agree to cover all costs, especially attorneys' fees, court costs, and damages incurred by AVALO Europe in addressing such matters.
§12 Adjustment of prices and commissions
AVALO Europe reserves the right, particularly with regard to changes in market conditions and/or licensing structure, to change the shares in commission associated with the services provided, the compensation plan and usage fees at the beginning of each new billing period. AVALO Europe will give the Team Partner reasonable advance notice of such changes. Price increases of more than 5% or changes to the compensation plan to the detriment of the Team Partner give the Team Partner the right to object to the change. Should the Team Partner not object to the changed conditions within one month after their announcement, the changed terms shall become an integral part of the contract. There is no requirement to notify the Team Partner of any changes that are known at the time the partnership agreement is signed and such changes do not constitute grounds for future rejection of the same. If the Team Partner objects to a change in these terms, AVALO Europe is entitled to terminate the contract as of the date on which the modified or amended terms and conditions come into effect.
§13 Advertising and other support
All free advertising and other support provided by AVALO Europe may be revoked at any time with future effect.
§14 Compensation, commissions, and settlement
(1) By signing this agreement, Team Partners will be paid a commission for all contracts between the utility company and consumers, which they successfully sell. All commissions are paid based on the applicable compensation plan that Team Partners can access and view in their back office at any time. Commissions and invoices are processed monthly, unless otherwise separately agreed.
(2) A contract is considered to have been sold by the Team Partner only if:
a) the contractual relationship between the consumer and the respective energy supply companies or telecommunications provider takes legal effect;
b) the consumer has not withdrawn said contract, especially using his or her rights under applicable legislation governing telemarketing and door-to-door selling.
(3) Team Partners lose their commission if:
a.) the consumer exercises his or her right of withdrawal,
b.) the contract is legally challenged,
c.) the contract was signed illegally,
d.) the utility company refused to pay commission to AVALO Europe for reasons that are not the responsibility of AVALO Europe,
e.) the consumer's credit check was negative and the contract was voided,
f.) the energy supply or telecommunications company refuses to accept the contract,
g.) a connection to the provider's lines is not technically feasible,
h.) if inaccurate or incomplete data was provided.
(4) Team Partners are eligible for their compensation claim only if and when the respective energy supply or telecommunications company pays its commission to AVALO Europe and all other payout terms have been met. Team Partners are aware that the energy supply or telecommunications companies are entitled at their discretion to refuse to execute transactions. In this case, the commission is not payable and AVALO Europe is not obliged to file suit to enforce its payment.
(5) The payout of the commission is done by wire transfer to the Team Partner's account, details of which have previously been provided to AVALO Europe.
(6) AVALO Europe reserves the right to delay the transfer of commissions for directly arranged energy contracts until the account balance reaches a minimum of €20.00 (twenty euros). The minimum payout amount for commissions on Team Partners' downline partners' sales is based on the compensation plan. In the event that the minimum payment amount is not reached, the commission will be kept by AVALO Europe in a separate business account maintained on behalf of the Team Partner and will be paid once the minimum payout amount is achieved. No interest will be paid on this amount kept in reserve.
(7) There is no obligation for AVALO Europe to its Team Partners to accept contracts they or their downline partners have sold. The Team Partners and their downline partners may assert no claims against AVALO Europe if a contract between the consumer and the respective energy supply company is rejected.
(8) AVALO Europe is entitled to offset any commissions in whole or in part with amounts owed by the Team Partner.
(9) The commission claim will be voided retroactively if AVALO Europe must refund commissions paid by the power supply or telecommunications companies, for example because the consumer has cancelled the contract or because the consumer already had an existing contract with said company within the previous 12 months. This also applies in the event that a consumer does not fulfill the contract concluded with the power supply or telecommunications company, the consumer becomes insolvent, if collection judgments are initiated against the consumer, proceedings were instituted, or otherwise the consumer cancels the contract prematurely for reasons within his or her control. Team Partners agree to refund any excess compensation received without regard to any benefits (interest) they may have earned with the same. In addition, no commissions are payable in cases of fraudulent activities by the consumer, the Team Partner, their agents, downline partners, or their agents. Refunds shall be made in the month in which the sale is reversed and offset against any existing credit balance in the Team Partner's commission account.
(10) AVALO Europe is entitled to pay commissions net without the VAT to Team Partners subject to statutory VAT, if they are not eligible under the Value Added Tax Act to deduct input tax from their invoices. Team Partners agree to provide information in full concerning this situation. They must provide a valid VAT ID indicating their eligibility to deduct input tax. Once Team Partners have earned more than €17,500.00 in commissions within an accounting year, they are no longer considered a small business. AVALO Europe will then require a VAT ID (or corporate ID number in Switzerland) to be submitted immediately, but within no more than 30 days. In this instance, AVALO Europe will only pay out commissions once the Team Partner has complied with this request. Otherwise, the commissions will be held on reserve. AVALO Europe may also block the Team Partner from further activities in accordance with §15(1) herein.
(11) The parties agree that no claims to a higher commission than that granted herein may be asserted. The commission is intended to cover Team Partners' travel costs, expenses, office expenses, telephone costs, or any other expenses for promotional materials, as well as any other costs related to the contract. No further commissions are payable, especially on consumers' contract renewals. The only exception is products expressly listed as having a follow-up commission. The payment of the compensation per §7(1) constitutes full payment for all services rendered by the Team Partner, including in particular setting up and maintaining the Team Partner portfolio, the customer base, as well as the resulting future market potential. It also constitutes a pre-payment of the same, such that in the event of the termination of this agreement for whatever reason, there will be no compensation and/or settlement claims payable by AVALO Europe on any legal basis. Also refer to §8(6) in this regard.
(12) Team Partners are only entitled to offsets when counterclaims are undisputed or have been established by a court of law.
(13) Team Partners may not assign or pledge claims arising from the partnership agreement unless ordered by a court of law. This agreement may not be encumbered with the rights of third parties, unless ordered by a court of law.
(14) AVALO Europe must be notified in writing within 60 days of any incorrect commissions, bonuses or other payments. After this time, the commissions, bonuses or other payment shall be deemed as accepted and approved.
§15 Blocking of Team Partners
(1) Should Team Partners fail to provide all of the documents requested (e.g. proof of identity, trading license) within 30 days of registration and/or acknowledgement of the requirements for the payment of remunerations or advance commission payments or other payments, AVALO Europe is entitled to temporarily suspend said Team Partner until the date as the documents required by law are provided. The same applies if the partner fails to comply with the deadline set forth in §14(3). The suspension period does not give the Team Partner the right to an extraordinary termination and does not create any grounds for a refund of the already paid starter set or for any other claim for damages, unless the Team Partner is not responsible for the situation leading to the suspension.
(2) In each instance where a warning is necessary due to documents etc. not submitted in the meaning of (1) after the blocking, AVALO Europe is entitled to reimbursement of the necessary costs for the respective warning.
(3) Remunerations, advance commission payments or other payments that cannot be paid for the aforementioned reasons will be accounted as zero-interest accruals in the AVALO Europe’s bookkeeping system. They shall expire in accordance with the statutory periods of limitation, at the latest.
(4) Irrespective of the reasons for blockings mentioned in (1), AVALO Europe also reserves the right to suspend a partner for an important reason. In particular, AVALO Europe reserves the right to block the Team Partner’s access without observing a notice period if the Team Partner violates the obligations mentioned in §§7-9 and §10 (3) and (4) or any other applicable law, or due to any other important reason. The same shall apply, if the Team Partner does not remedy the corresponding breach of obligation despite an appropriate warning by AVALO Europe within the period mentioned in §5 or if the breach of obligations entitles AVALO Europe to an extraordinary termination.
§16 Duration and termination of the contract
(1) The Team Partner Contract is concluded for a term of 12 months and may be terminated by the Team Partner at any time, even within the contractual period and observing a period of 30 days. The contract will be automatically extended upon payment of the software and license fee in the meaning of § 6(2) for another 12 months. In case of not paying the annual software and license fee in the meaning of § 6(2), the Team Partner – after having failed the payment deadline - will be reminded of the pending payment on each visit of his/her back office over a 1-month-period. Afterwards, if the payment was not made yet the agreement will be automatically terminated due to the non-extension of the agreement. At the same time, the team Partner will automatically be removed from the AVALO Europe’s distribution system.
(2) Notwithstanding the cause for termination according to (1), both Parties are entitled to terminate the Team Partner Contract for good cause. In particular, such important reasons for the termination of the agreement by AVALO Europe include the breach of any of the obligations set forth in §7, if the Team Partner fails to remedy the same in a timely manner as set forth in §11(1), or if, after such remedy, the Team Partner is once again in breach of the same or a similar duty at a later point in time. Furthermore, the violation of § 14(3) gives the reason an extraordinary termination in case the Team Partner not submits the requested documents even after setting an additional grace period. For any breach of the obligations set forth in §§8, 9 and 10 (3) and (4), 18 (3) or 19 as well as for any particularly severe breach of the obligations set forth in §7, or any other applicable contractual or statutory law, AVALO Europe is entitled to an extraordinary termination without prior notice. In addition, each party is entitled to an extraordinary termination of this contract if insolvency proceedings are instituted against the other party, or if such proceedings were rejected due to a lack of assets, or if the other party is otherwise insolvent or has submitted an affidavit of insolvency in response to an attempt to enforce a judgement by writ. The right to an extraordinary termination shall not affect any other claims.
(3) In addition, AVALO Europe has the right to an extraordinary termination of the Team Partner Contract, if the Team Partner has not achieved any turnover during the last 6 months. The same applies, if there are extraordinary cancellation rates of more than 20 % referring to the contracts brokered by the Team Partner between the customers and the energy companies during a period of more than 2 months. Prior to a termination in the meaning of sentence 1, AVALO Europe will communicate the forthcoming termination by sending an email to the Team Partner (to the email address stored in the system) 15 days before making the extraordinary termination. In consequence, the Team Partner will have the opportunity to generate turnover to the necessary extend or to improve the cancellation quota to lower than 15%, again, during this period of 15 days.
(4) After the termination of a contract, subject to another separate, written arrangement the conclusion of a new contract is only possible after the expiry of a period of at least 6 months.
(5) Upon termination of the contract, Team Partners have no further right to commissions. This not only applies to contracts already successfully brokered at this time. The right to these commissions remains unaffected. In addition, the Team Partner is not entitled to any sales agent compensations [Handelsvertreterausgleichsanspruch] upon termination of the contract, since Team Partners are no sales agents in the meaning of the German Commercial Code [Handelsgesetzbuch].
(6) Terminations are only accepted if made in writing, whereas an ordinary termination can be made via email, as well.
(7) Acquired starter sets directly acquired from Avalo Capital under the Team Partnership or other services [under exclusion of the license and maintenance fee in the sense of § 6(1)] can be returned to Avalo Capital after the termination of the contract provided that the Team Partnership did not exist longer than 30 days. The Team Partner will receive 90 % of the net costs. From the purchase price to be refunded the return shipping charges will be deducted, if applicable. It is expressly stated that the shipping charges will not be returned, if applicable. Insofar as the Team Partner had received a commission from the reversed purchase and the commission is to be returned, this will be handled by deducting it from the refunded purchase price. Where possible, the refund will be made using the same payment method as previously used by the Team Partner.
(8) In case of a premature termination of a contract based on a minimum term, following (7), there is no entitlement to refund the paid fees or other, already paid services made in relation to the Team Partner Contract, unless the Team Partner terminated the contract for exceptional reasons due to serious grounds.
(9) Should a Team Partner simultaneously claim other services from AVALO Europe outside of this Team Partner Contract, these services will remain in force - unaffected from the termination of the Team Partner Contract - unless the Team Partner expressly requests their discontinuation in their termination notice. Should the Team Partner continue to receive services from AVALO Europe after the termination of the contract, he/she will be treated as a normal customer.
§17 Data protection obligations for the Team Partner
The Team Partner is prohibited from communicating to third persons, storing, or using personal or customer related data of end customers disclosed to him/her beyond the contractual requirements.
§18 Transfer of business operations or the sponsored structure to third parties
(1) AVALO Europe can transfer its business operations completely or in part or individual assets at any time third to third parties, provided if the transferee will act within the applicable law. In case the Team Partner will not accept the transfer and immediately inform AVALO Europe, the contractual cooperation will be terminated at the earliest possible date.
(2) Should a Team Partner be registered as a legal entity or a partnership, distribution structure transfers are only permitted if the additional conditions set out in this contract are met.
(3) If a legal entity or partnership newly registered as a Sales Partner wants to add a new shareholder, this shall be possible based on granting 30 % of the business shares, if the this is possible if the previous shareholder(s) who filed the original application for the Team Partnership also remain/s shareholder/s. Should a shareholder wish to leave a legal entity or partnership that is registered as a Team Partner or in case shares of one or more shareholders amounting to more than 30% shall be transferred to third parties, this action is permitted. - But only with the prior written consent of AVALO Europe and at its solely discretion, if necessary by submitting the respective notarial deed and in accordance with the provisions of this contract. AVALO Europe will levy an administrative fee of €25.00 for processing such requests. If this requirement is not met, AVALO Europe reserves the right to extraordinary termination of the contract of the Team Partner registered as a legal entity or partnership.
§19 Separation / Dissolution
In the event that a married couple/registered civil partnership, a legal entity or partnership registered as Team Partner terminate/s their association internally, there shall still be only one Team Partner position even after the separation, dissolution or other termination of the above-mentioned association. The leaving members/shareholders shall decide internally which member(s)/shareholder(s) shall continue the Team Partnership and provide written notice of their decision, signed by one of both parties and notarized or by submitting a respective court decision to AVALO Europe. In the event of an internal dispute over the consequences of the separation, divorce, dissolution or other termination with respect to the Team Partnership with AVALO Europe, AVALO Europe reserves the right of extraordinary termination, where such a dispute leads to a dereliction of the Team Partner’s duties, to a violation of these General Team Partner Terms and Conditions, to a violation of the applicable laws or to an unreasonable burden on the down- or upline.
§20 Consent to the usage of photographic an audiovisual material, usage of recorded material and presentations
(1) The Team Partner grants AVALO Europe the right to freely collect and execute photographic and/or audiovisual material containing his/her picture, voice recordings, statements and citations within the scope of his/her function as a Team Partner. For this purpose, the Team Partner explicitly agrees to the publication, usage, duplication and modification of his/her citations, footages or records by signing the Team Partner Application and taking note of these General Team Partner and Delivery Conditions.
(2) The Team Partner is prohibited from producing audio, video, or other material from conferences sponsored by AVALO Europe for the purpose of sale, personal or business usage. The same applies to material from conference calls, speeches, or meetings. Without the prior written consent of AVALO Europe, a Team Partner is also not allowed to record, produce, or compose audio or video presentations or records of AVALO Europe events, speeches, conference calls, or meetings.
§21 Data protection
(1) In the following, you will find the AVALO Europe Data Protection Declaration.
(2) You can visit our website while remaining anonymous. In each case of a website visit, your Internet browser transmits the following data to our web server as standard: date and time of the website visit, the sender’s IP address, the requested resource, the http-method and http User Agent header. However, our web server will store these data separately from other data; hence, it is not possible for us to allocate these data to a specific person. After an anonymous analysis for statistical purposes, these data are immediately deleted.
(4) AVALO Europe uses Google Analytics for being able to categorize requests and requirements of the interested party. Google Analytics applies so-called “cookies”, text files, which will be stored on your computer and allow analyzing your use of the website. The information created by the cookie referring to your visit of this website (including your IP-address) will be transferred to a server of Google in the USA and stored, there. Google will use this information for analyzing your use of the website, for compiling reports on the website activities for the website-operators and for providing additional services related to website and internet usage. Furthermore, Google may eventually pass this information on to third parties, if required by law or if third parties will process these data on Google’s behalf. Google will never associate your IP-address with other data of Google. You may refuse the installation of cookies by selecting the appropriate settings on your browser software; however please note that if doing this way you may eventually not be able to make full use of all the functions of this website. By using this website, you agree that the data collected by Google concerning your person may be processed in the manner and for the purpose described above.
(5) AVALO Europe uses so-called social plugins (“plugins”) from the social network Facebook, which is operated by Facebook Inc., 1601 S. California Ave, Palo Alto, CA 94304, USA ("Facebook"). The plugins are marked with a Facebook logo or by the additional text “social plugin of Facebook” or “Facebook social plugin”. Here you can find an overview of the Facebook plugins and their appearance: http://developers.facebook.com/plugins.
If you access one site of our web presence containing such a plugin, your browser will establish a direct connection to the servers of Facebook. The plugin's content will be directly transmitted from Facebook to your browser, which will integrate it into the website.
By integrating the plugins, Facebook receives the information that your browser has accessed the respective page of our web site, even if you do not have a Facebook account or if you are not logged into Facebook. This information (including your IP-address) will be directly transferred by your browser to a Facebook server in the USA and stored there.
If you are logged into Facebook, Facebook can directly allocate the visit of our website to your Facebook account. If you interact with the plugins, such as by pressing the "Like" button or by making a comment, the corresponding information is also sent directly to a Facebook server and stored there. In addition, the information is also posted on Facebook and can be seen by your Facebook friends.
Facebook can use this information for the purposes of advertising, market research and the needs-based design of Facebook pages. To this end, Facebook creates usage, interest and relationship profiles, e.g. for analyzing your usage of our website concerning superimposed advertisements on Facebook, to inform other Facebook user about your activities on our website and for providing other services relating to the use of Facebook. If you do not wish Facebook to allocate the collected data concerning our web presence to your Facebook account, you have to log out from Facebook prior to visiting our website.
(6) Note concerning the Google +1-button: By means of the Google +1- button, you can globally publish information. Via the Google +1-button, you and other users will receive personalized information from Google and our partners. Google will store the information you have given for the content +1 as well as information about the site you have watched when clicking +1. Your +1 can be shown as indications together with your profile name and your photo in the context of Google services, such as displaying it in search results, in your Google profile or at other positions on websites and advertisements on the internet. Google records information about your +1-activities thus aiming at the improvement of Google services for you and other users. For being able to use the Google +1-button, you will need a globally visible, public Google profile having to contain at least the name chosen for the profile. This name will be used for all Google services. In some cases, this name may also replace another name you have been using for sharing content via your Google-account. The identity of your Google profile may be shown to users knowing your email-address or having other personally identifying information from you. Use of the collected information: In addition to the abovementioned purposes, the information provided by you is used according to the applicable data protection rules of Google. Google will eventually publish summary statistics on the +1- activities of the users, will pass them on to users and partners – such as publishers, advertisers, or linked websites.
On the AVALO Europe-sites, functions of the service Twitter are integrated. These functions are offered by Twitter Inc., 795 Folsom St., Suite 600, San Francisco, CA 94107, USA. By using Twitter and the “retweet” function, the visited by you websites will be linked to your Twitter account and communicated to other users. While doing so, data will also be transmitted to Twitter. Please note, that we - in our capacity as provider of the sites – are not receiving any information by Twitter about the transferred data’s content and its usage. Further information you will find in the Twitter Privacy Statement under http://twitter.com/privacy. You can change your Twitter data protection settings in the account settings under http://twitter.com/account/settings.
(8) Personal data will only be collected as far as the Team Partner will voluntarily submit them during the ordering or registration procedure. AVALO Europe will use these transmitted, personal data (e.g. title, name, address, email-address, telephone number, fax number, bank transfer data) without explicit, separate consent in accordance with the regulations of the German data protection law [Datenschutzrecht] and only for the purpose of contract fulfilling.
(9) For the purpose of fulfilling the contract, e.g. for the settlement or payment of commissions, for product or marketing information (e.g. using newsletters), the Team Partner’s personal data will be forwarded to third parties, such as the accounting department, the paying bank or deliverer – to the extent necessary for the fulfilment of the aforementioned, contractual obligations. After complete execution of the contract, including full payment of the agreed remunerations, the Team Partner’s data will be deleted. Data, which have to be stored for tax or commercial reasons, will be blocked after implementation of the contract, provided the sales partner has not given his/her explicit consent to a further use of his/her personal data.
(10) The Team Partner shall always be entitled to request free information about his/her data and the amendment, blocking or deletion of his/her data. If the Team Partner wishes to receive further information concerning the storage of his/her personal data or if the deletion, blocking or amendment of the interested party’s data is desired, he/she can contact the support under the address www.avalo-energy.com/support or the under the postal address mentioned in (1).
(11) This Data Protection Declaration is accessible and retrievable on the AVALO Europe website at any time.
(1) AVALO Europe is only liable for damage other than injury to life, limb, or health if the damage results from intentional or grossly negligent acts or a culpable violation of an essential contractual obligation (e.g. payment of commissions) by AVALO Europe, its employees or agents. This also applies to damages resulting from the breach of obligations in contract negotiations as well as if carrying out tortious acts. Liability for compensation for damage beyond that shall be excluded.
(2) Any liability for damages other than injury to life, limb or health or that caused by intentional or grossly negligent acts of AVALO Europe, its employees or agents is limited to those damages that would be typically foreseeable at the time of conclusion of the agreement and also to the average amounts as would be typical for contracts of this sort. This also applies to indirect damages, including, in particular, loss of profits.
(3) AVALO Europe disclaims any liability for damage of any kind caused by data losses on computer servers, unless such losses are caused by gross negligence or intentional actions of AVALO Europe, its employees or agents.
(4) AVALO Europe treats any content stored on the servers by affiliates as third-party content, as defined in the TMG [Telemediengesetz – German Telemedia Act].
§23 Inclusion of the compensation plan
(1) The AVALO Europe Compensation Plan and the specifications contained therein are also explicit integral parts of the Team Partner Contract. The Team Partner must always comply with the provisions contained in the currently valid version.
(2) By submitting the online application to AVALO Europe, the Team Partner at the same time warrants that he/she has read and understood the AVALO Europe Compensation Plan, and accepts it as integral contract component.
(3) AVALO Europe is entitled to change the AVALO Europe Team Partner Terms and Conditions and the AVALO Europe Compensation Plan at any time. AVALO Europe will announce changes in the compensation plan with a reasonable notice. Team Partners are entitled to object to the changes. In case of an objection, the Team Partner has the right to terminate the agreement as of the date on which the changes come into effect. If Team Partners fail to terminate the agreement within four weeks after the change comes into effect, the Team Partner explicitly accepts the changes.
§24 Limitation period
(1) All claims arising from this contractual relationship become time-barred for both parties after 6 months, as far as legally permitted. The limitation period starts from the time the corresponding claim becomes due or at the time the claim arises or the visibility of the claim. Statutory provisions mandatorily prescribing a longer limitation period shall remain unaffected.
§25 Applicable law / Deviating place of jurisdiction
(1) Applicable law is the law of the Federal Republic of Germany with the exclusion of CISG United Nations Convention on Contracts for the International Sale of Goods [UN-Kaufrecht]. Compelling regulations of the state where the Team Partner has his/her usual place of residence remain unaffected.
(2) In case the Team Partner is a merchant, legal entity under public law or special funds under public law and has no general place of jurisdiction in his/her home country, or if he/she moved the place of residence to another country after concluding the contract, or if the place of residence is unknown at the time the proceedings were instituted, the place of jurisdiction and fulfillment shall be Berlin (Germany).
§26 Final provisions
(1) AVALO Europe is entitled to change the General Team Partner Conditions at any time. AVALO Europe will announce modifications with a reasonable period. The Team Partner has the right to object to the amendment. In case of an objection, the Team Partner is entitled to terminate the contract at the date of entry into force of the modification. In case he/she does not terminate the contract within four weeks after the entry into force of the modification, the Team Partner expressly accepts the modification.
(2) Furthermore, modifications and additions to this General Team Partner Conditions must be in written form. This shall also apply to the revocation of the written form requirement.
(3) Should these General Team Partner Conditions are to be translated into another language and inconsistencies concerning any provision between the German and the translated version of the General Team Partner Conditions should exist, always the German version shall be given priority.
(4) In case of invalidity or incompleteness of a clause of this General Team Partner Conditions, the validity of the entire contract is not affected. Rather, the invalid clause shall then be replaced by a valid one and whose economic purpose comes as close as possible to that of the invalid clause. The same shall apply when covering a gap requiring regulation.
Version of the General Team Partner Conditions: 07/07/17