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SALES PARTNER CONTRACT

Sales Partner Contract

[Version: September 2022]
concluded between GG ART GmbH, 9500 Villach, Ossiacherzeile 39, Austria hereinafter „GG-Art“ and Flaimway Sales Partner hereinafter „sales partner“

PREAMBLE

GGA operates an online platform (www.flaimway.com) through which its users can purchase products directly from various third-party suppliers (e.g. GG-Art, in the future also insurance, energy, telecommunications, and travel products, etc.). Furthermore, the platform allows its users to recommend products. A user to whom a product has been recommended can contact the respective product supplier and purchase a product. The products are always purchased directly from the product supplier. In case of a successful product recommendation, the user receives a commission according to the respective career plan.

Users of the platform are divided into customers and sales partners. The rights and obligations of a sales partner are regulated as follows:

1.  SUBJECT OF THE CONTRACT

  • The sales partner is not obliged to make product recommendations and does not owe any success in this regard. The sales partner does not enjoy any territorial protection.
  • After reaching – based on individual local requirements (country by country may have different regulations) – entrepreneurial status the sales partner must invoice as entrepreneur and also provide e.g., business license as a tipster or, in the case of legal entities, an excerpt from the commercial register, or however required by Lithuanian Furthermore, the sales partner must then disclose his VAT identification number (“UID number”) to GGA or certify that he is exempt from VAT. Alternatively, another identification number must be provided to identify the company, his entrepreneurial status or the trade license obtained, or corresponding documents must be submitted. Should the sales partner not provide the required proof, any commission payments will be suspended, and further recommendations will be restricted until proof of his entrepreneurial status has been provided.
  • The sales partner acts as independent entrepreneur and undertakes to comply with all legal obligations associated with his activity. The sales partner shall bear all expenses in connection with his entrepreneurial activity. The sales partner declares that he will independently report and pay all taxes (e.g., social security contribution, value added tax, ) and levies incurred through the performance of his activity to the competent authority.
  • The sales partner shall solely be liable for reporting and payment of such taxes. The sales partner shall indemnify and hold GGA harmless against all possible claims in this regard.
  • The sales partner is self-employed and is not in an employment relationship with GGA and therefore has no claims under social law against GGA. The sales partner determines the place, time, beginning and end as well as the type and frequency of his entrepreneurial activity. The sales partner bears the entrepreneurial risk (e.g., customer withdraws from the contract) and has no claim against GGA for remuneration in the event of a holiday or illness or if he is prevented from working for other reasons.

2.  RIGHTS AND OBLIGATIONS OF A SALES PARTNER

  • The sales partner must always safeguard the interests of GGA to the best of his knowledge and belief and ensure that the reputation of GGA is not impaired in any The sales partner shall exercise the diligence of a prudent businessman.
  • The sales partner may recommend products approved by GGA to potential customers. In this case, he shall provide complete, truthful, and professional information about the respective products, solely based on the documents and information released by GGA (training videos, folders, product trainings, ). Upon successful conclusion of a contract, the sales partner shall be entitled to commissions in accordance with the respective career plan.
  • Furthermore, the sales partner may recommend additional customers and downstream sales partners (downline). If his recommendations lead to the conclusion of a contract, he shall also receive commissions in accordance with the respective career plan.
  • The sales partner is not entitled to conclude contracts on behalf of or for the account of GGA. In this respect, the sales partner shall not be granted any power of representation.
  • For the duration of this contract and three years after its termination, the sales partner shall be obliged to treat all information confidential that becomes known to him about GGA or EQ-Group. This excludes information that is already publicly This confidentiality obligation shall also apply to other sales partners

3.  COMMISSION

  • The accrual and amount of the commission of the sales partner is stipulated in the career plan. The sales partner shall not be entitled to any further compensation apart from the commission stipulated in the career plan. The career plan constitutes an integral part of this contract. The sales partner expressly declares that he has read and understood the sales partner contract and the career plan.
  • Commissions can also be paid out in the form of products (cross sales price minus commission amount is the countervalue). This is at the discretion of the company.
  • The company can block payments temporarily or completely if there has been a violation of the Code of Conduct or the General Terms and Conditions. In the case of serious injuries, claims for damages can also be made. This regulation takes precedence over any other in this contract.
  • The commission represents a percentage of the commission that GGA receives from product suppliers for successful recommendations (direct claim). Furthermore, percentages are added to this commission which result from the successful recommendation of products by subordinated sales partners (see point 2.3.) (indirect claim).
  • Should a sales partner not achieve a turnover of at least EUR 50 within a calendar half- year, he will automatically be downgraded to level 2 of the respective career plan.
  • For special cases like road shows, fairs, special promotions, and sales events GGA can stipulate special and deviant commissions at its own consideration.

In this case, the standard commission system is “out of use” and no commission is paid into the structure. After the end of such events (road shows, fairs, special promotions, and sales events), the standard commission system comes back in force.

4.  ACCRUAL OF COMMISSION CLAIMS, SETTLEMENT AND PAYMENT

  • A claim for payment of commissions in accordance with point shall only arise upon the cumulative occurrence of the following conditions: (i) expiry of the legally regulated withdrawal period of fourteen (14) days (if a customer withdraws from a contract within the withdrawal period, the commission claim arising from this contract shall be cancelled), (ii) receipt of payment of the commission of the product supplier by GGA, (iii) the explicit request for payment by the sales partner, and (iv) in case a sales partner does not provide a valid UID-number, the legally compliant issuance of an invoice by the sales partner to GGA. Irrespective of this, the prerequisites mentioned under point 1.2. must be fulfilled.

Payments are only to be made if there have been no violations of the Code of Conduct or General Terms and Conditions.

Commissions can also be paid out in the form of products (countervalue cross sales price minus PV). This is at the discretion of the company.

The company can block payments temporarily or completely if there has been a violation of the Code of Conduct or the General Terms and Conditions. In the case of serious injuries, claims for damages can also be made.

  • Regarding the settlement of commission claims, the sales partner agrees to a settlement by credit note procedure (“self-billing”), in case a valid UID-number has been provided by the sales partner to GGA In case no UID-number has bee provided by the sales partner, the sales partner is obliged to invoice the commission to GGA by issuing a correct and complete invoice respecting VAT regulations. (If desired GGA will provide a sample )
  • In any case a pay out of commission can only be effected up to a maximum of 80% of the amount of commission earned, as the remaining 20% are withheld as a “storno”-reserve for possible order cancellations or withdrawals. These amounts can only be released and paid out after a period of 24 months.
  • Complaints regarding settlements must be sent by e-mail to support@flaimway.com within fourteen (14) days, otherwise the settlement will be deemed correct. Once the sales partner has requested payment of the commission, the commission statement shall be deemed to have been accepted by the sales partner and no further objections may be raised against it.
  • Accumulated commission for which a payout was not requested by the sales partner within the 1st of January and 31st of December of each calendar year will automatically
  • Should the data (first name, surname, date of birth, place of residence, business license, VAT identification number, ) provided by the sales partner be incorrect, GGA reserves the right to withhold the payment of commissions or, in the case of money laundering or terrorist financing, to declare any commissions forfeited.

5.  VALUE-ADDED TAX

The acquired commission claims are subject to VAT. The calculation and disclosure of VAT amounts on commission settlements and other turnovers accrued from the sales partner contract shall be governed by the statutory VAT regulations applicable to the underlying settlement case. In case a valid UID-number is provided, the processing is done by the Reverse Charge system.

In case no valid UID-number is provided the sales partner is obliged to issue an invoice disclosing both net amount as well as VAT-amount (see para 4.2.). Without providing a correct invoice to GGA a disbursal of the commission is not possible.

6.  ADVERTISING

  • The sales partner is entitled to carry out advertising measures. However, any advertisement and marketing communication (e.g., offers, publications, direct mailings, internet postings, etc.) in relation to GGA may solely be made based on advertising information and advertising subjects (folders, videos, technical texts, postings, ) prepared or approved by GGA. Any special promotions such as events etc. must be agreed in advance with and approved in writing by GGA.
  • The sales partner declares that he will comply with all statutory provisions, in particular with those of the Unfair Competition Act (UCA), as well as existing duties of protection and care, and that he will indemnify and hold harmless GGA against all damages resulting from advertising, external communication and/or customer acquisition violating the law or the
  • The recommendation of products requires special diligence of the sales partner, which will be extensively pointed out in training courses of GGA. Violations of the required diligence may have a negative impact on the image of GGA and can cause considerable damage to the business of another sales The conduct of vicarious agents who do not act as a sales partner but perform supervisory or assisting tasks, can also have negative effects. In this context, the sales partner shall be at fault for his selection which may lead to the termination of the contract pursuant to point 7.2. in the event of a significant breach of duties of protection and care.
  • The sales partner shall be liable to GGA for a lump-sum contractual penalty of EUR 5,000 per violation, if one of the following circumstances is proven:
  • use of sample, forecast and/or example calculations as well as other materials of GGA which were made available to a sales partner not bound by contract;
  • use of names or trademarks (e.g. logos) regarding all brands of the EQ Group or of product partners on written documents or internet presences, if no written permission of GGA has been obtained in advance.
  • The penalty shall apply irrespective of the amount of the damage actually GGA expressly reserves the right to assert further claims for damages.

7.  TERMINATION OF CONTRACT

  • This contract is concluded for an indefinite period and shall come into force upon electronic The contract may be terminated by either party in writing (e.g. by e- mail) at the end of each month subject to a notice of one month. GGA reserves the right to terminate this contract with immediate effect should the sales partner
  • breach one or more provisions of this contract;
  • violate rules of conduct or his obligation to maintain confidentiality;
  • deviate from the marketing and advertising strategy in external communication (e.g. social media) –
       despite a written warning – by GGA and, in particular, use advertising material (in whatever form) not
       approved by GGA;
  • make negative statements about GGA, companies of the EQ-Group, their managers, employees,
    or sales partners, etc;
  • make unauthorized audio or video recordings of internal meetings, webinars, information events,
    etc;
  • promise or grant remuneration to third parties without the prior consent of GGA;
  • insolvency proceedings have been opened against the assets of the sales partner or an application for insolvency proceedings was rejected for lack of assets to cover costs.
  • The immediate termination of this contract must be declared in writing or by e-mail. In the event of imminent danger, the termination of this contract may also be declared orally.
  • In the event of immediate termination for reasons stated in point 2, the sales partner shall lose his entitlement to commissions of any kind from this time onwards, except for commissions for successful product recommendations which were made before the termination of the sales partner contract but have not yet been settled.

8.  FINAL PROVISIONS

  • GGA reserves the right to unilaterally amend the sales partner contract and the career plan with fourteen (14) days’ notice to the end of the The current version of the career plan can be accessed via the sales partner account. Should the sales partner not object in writing within fourteen (14) days of the announcement and provision of the new career plan and amended sales partner contract, the amendments shall be deemed to have been accepted.
  • GGA reserves the right to assign a third party with the administration, handling, and execution of the sales commissioning system and in such case inform the sales partner about this fact.
  • The parties declare that this contract supersedes all previous existing agreements. Furthermore, the parties confirm that no oral agreements exist apart from this contract. Amendments and supplements to this contract must be made in writing provided that no stricter form is legally stipulated.
  • This agreement is subject to Lithuanian law with the exclusion of the conflict of laws and rules of the Austrian The parties undertake to amicably solve eventual disputes arising under or in connection with this agreement. In case disputes cannot be solved amicably, the

solution of disputes shall fall within the jurisdiction of the competent court in corporate matters in Villach, Austria.

  • Should any part of this contract be or become invalid or unenforceable, this shall not affect the validity of the remaining The invalid or unenforceable parts shall be replaced by a provision that comes the closest to the meaning and purpose of the replaced provisions.
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