General Product Training Terms and Conditions

Preamble

We welcome you as our new commercial contract partner/product trainer (hereinafter referred to as: Trainer) and wish you the greatest possible success in your role as an independent trainer for the sole proprietor Yasemin Wendt, Grothenpohl 13, 25436 Moorrege (hereinafter referred to as: Yasemin Wendt), and above all, we hope you enjoy conducting our training sessions. In our interactions with others and in the handling of our product, we always prioritize user-friendliness, safety, professionalism.

Therefore, we kindly ask you to carefully read the following ethical guidelines, as well as our General Product Training Terms and Conditions, and to make these requirements your daily guiding principles in carrying out your duties.

Ethical Guidelines for Interacting with the Sales Partners of Yawend® Skintech (hereinafter referred to as: Training Participants)

Trainers always treat each other and their training participants fairly and with respect.
Trainers ensure the well-being of the participants during the training sessions.
Trainers should present themselves in a neat and professional manner during the training sessions.
No verbal promises regarding the services of Yasemin Wendt may be made.
The obligations outlined in the following General Product Training Terms and Conditions are to be upheld as ethical guidelines at all times.

Ethical Guidelines for Interacting with Other Companies

Trainers of Yasemin Wendt always behave fairly and honestly toward competitors or other sales companies.
Systematic and obstructive poaching of sales partners from other companies is prohibited.
Derogatory, misleading, or unfair comparative statements about the services or sales systems of other companies are forbidden.

With these ethical guidelines outlined, we would now like to familiarize you with the General Product Training Terms and Conditions of Yawend Skintech.

§ 1 Scope, Definitions

(1) The following General Product Training Terms and Conditions are an integral part of every product training contract between Yasemin Wendt and the independent and self-employed trainer. They are intended to form the basis of a cooperative, fair, and successful business relationship.

(2) For the sake of readability, the term “trainer” is used in the masculine form. The term applies to all genders in the interest of equality. The shortened form does not imply any judgment.

(3) Yasemin Wendt provides her services exclusively based on these terms and conditions.

§ 2 Subject of the Contract

(1) Yasemin Wendt is engaged in the development, production, and distribution of cosmetic products for external use. Yasemin Wendt specializes in the distribution of the cosmetic product SPONGLES, which is intended for external application on the skin (hereinafter referred to as the “Product”).

(2) The trainer is to conduct training sessions on the Product for Yasemin Wendt, specifically for commercial resellers in the cosmetics and medical industries (hereinafter referred to as “Training Participants”), and for this purpose, the trainer acquires a training license from Yasemin Wendt.

For this role, beyond acquiring the paid training license, it is not required that the trainer make any financial contributions, purchase a minimum number of services or other offerings from Yasemin Wendt, or recruit other trainers. Only registration is necessary. For the work as a trainer, the trainer will receive, among other things, a direct referral commission for each successful product sale made by his training participants.

(3) Additionally, there is the opportunity, though not the obligation, to recruit other trainers. For this activity, the recruiting trainer (referred to as a Supreme Trainer) will receive a corresponding commission on the product sales of the recruited trainer, provided he achieve/acquire the required qualification. However, no commission is explicitly paid for the act of recruitment itself. The commission, as well as the method of payment, is determined by the compensation plan in effect at the time.

§ 3 General Requirements for Entering into a Contract

(1) A contract can be concluded with corporations (this also includes associations and cooperatives), partnerships, or natural persons who are at least 18 years old and are entrepreneurs in possession of a business license (e.g., trade certificate). A contract with consumers is not possible. Only one trainer application will be accepted per natural person, partnership (e.g., GbR, OHG, KG), and corporation (e.g., AG, GmbH, Ltd.). Similarly, a natural person is not permitted to register additionally as a partner of a partnership or corporation or to register multiple times indirectly.

(2) If a corporation submits a trainer application, the relevant commercial register excerpt proving the registration, as well as the VAT identification number or, if not available, the tax number must be provided in copy. All shareholders, and if applicable, the shareholders of the shareholders, if a shareholder is also a corporation or a partnership, must be named, be at least 18 years old, and sign the application. The shareholders are personally liable to Yasemin Wendt for the actions of the corporation.

(3) In the case of partnerships, if available, the relevant commercial register excerpt proving the registration, as well as the VAT identification number, must be provided in copy. All partners, and if applicable, the partners of the partners, if a partner is also a corporation or a partnership, must be named, be at least 18 years old, and sign the application. The partners are personally liable to Yasemin Wendt for the actions of the partnership.

(4) To the extent that order or contract forms are used, they are considered part of the contract.

(5) The trainer can register online to begin his role with Yasemin Wendt. During the registration process, the trainer is required to fill out the trainer application completely and accurately, and then submit the application to Yasemin Wendt via the prescribed method. Additionally, by actively checking the corresponding box, the trainer acknowledges having read and accepted these General Partner Terms and Conditions as part of the contract.

(6) Yasemin Wendt reserves the right to reject product training applications at its own discretion without providing any justification.

(7) In the event of a violation of the obligations regulated in paragraphs (1) to (3) and (5) sentence 2, Yasemin Wendt is entitled to terminate the trainer contract without notice and without prior warning. Additionally, Yasemin Wendt expressly reserves the right to assert further claims for damages in the event of such termination without notice.

(8) The trainer is primarily employed as an esthetician, dermatologist, or naturopath, or possesses the corresponding professional qualification. This is a mandatory requirement for carrying out activities under the terms of this contract.

§ 4 Training License

(1) The trainer will receive a one-day product training (day training) from Yasemin Wendt or her agents. Upon successful completion of this training, Yasemin Wendt grants the trainer permission to conduct the training. Acquiring this training permission is a mandatory prerequisite for fulfilling this agreement. The day training mentioned in sentence 1 will be conducted as an in-person event unless otherwise agreed.

(2) The trainer acquires the training permission before participating in the day training mentioned in paragraph 1 by paying a fee. The license agreement can be terminated on a monthly basis, with no minimum term. An exception applies to the Expert Entry Level: Here, termination is possible at the earliest at the end of the second contract month, as no license fee is charged for the first month. This first month is a welcome gift from Yasemin Wendt – Yawend Skintech.
The trainer provides a current, valid, and accepted payment method and authorizes Yasemin Wendt to charge the provided payment method with the fee. The amount of the fee is determined by the trainer’s earning level according to the applicable compensation plan at that time. The trainer is expressly permitted to pay the fee in monthly installments.

(3) The training permission becomes effective upon the first payment of the license fee. The paid training permission is automatically renewed for one additional month unless the trainer terminates the agreement in accordance with § 13 of this contract.

(4) In the event of payment default, Yasemin Wendt, after an unsuccessful reminder, is entitled to downgrade the trainer to the first level within the compensation plan. The trainer is informed that this will result in the loss of acquired customers and additional trainers. The downgrade is irrevocable.

§ 5 Status of the Trainer as an Entrepreneur

(1) The trainer acts as an independent and self-employed entrepreneur. The parties agree that the trainer is initially engaged in a part-time capacity. The trainer is neither an employee, commercial agent, franchisee, nor broker of Yasemin Wendt. There are no sales quotas, purchasing, or other activity obligations. The trainer, except for contractual obligations, is not subject to any instructions from Yasemin Wendt and bears the full entrepreneurial risk of their business actions, including the obligation to cover all business costs. The trainer must establish and operate his business, as required, in accordance with good business practices, which may include operating his own office or a properly managed workspace in line with these standards.

(2) As an independent entrepreneur, the trainer is solely responsible for complying with the relevant legal requirements, including tax and social security regulations (e.g., obtaining a VAT identification number or registering his employees with social security, as well as obtaining a business license, if required). The trainer assures that all commission earnings generated through his activities for Yasemin Wendt will be properly taxed at his place of business. Yasemin Wendt reserves the right to deduct the appropriate amounts for taxes and levies from the agreed commission or to claim compensation for damages or reimbursement for expenses incurred as a result of the trainer’s failure to comply with the aforementioned requirements, unless the trainer is not responsible for the damage or expense. Yasemin Wendt does not pay any social security contributions for the trainer.

§ 6 Voluntary right of contract termination

You register with Yasemin Wendt as a business entity and not as a consumer, which means you are not entitled to a statutory right of withdrawal. However, Yasemin Wendt grants you the following voluntary 14-day contractual right of withdrawal.

Voluntary Cancellation Right

You can revoke your contractual declaration within 14 days without stating any reasons, in written form (by letter or email) to the address or email specified in §1. The withdrawal period begins upon confirmation of the submitted trainer application. To meet the withdrawal deadline, it is sufficient to send the revocation in a timely manner (date of the postmark or email).

Consequences of Withdrawal:

After your withdrawal, you may return all unopened and resellable products obtained as a trainer, as well as the training license, in exchange for a full refund of the payments made to Yasemin Wendt. The return of physical products must be carried out at the trainer’s expense and risk. Upon receipt of the returned physical products and inspection to ensure they are undamaged, unopened, and resellable, the purchase price will be refunded in full. The contractual partnership ends upon receipt of the withdrawal notice.

A trainer may re-register with Yasemin Wendt following the withdrawal from the previous position, provided that at least 6 months have passed since the withdrawal of the last registration, and the trainer has not engaged in any activities for Yasemin Wendt during this period.

§ 7 Use of the Back Office

(1) Upon registration, the trainer acquires a non-transferable right to use the Back Office provided to him free of charge.

(2) The right of use pursuant to paragraph (1) is a simple, non-transferable right of use that pertains specifically to the assigned Back Office; the trainer has no right to modify, edit, or otherwise alter the Back Office, nor does he have the right to grant sublicenses.

§ 8 Obligations of the Trainer

(1) The trainer is prohibited from violating competition law in the course of his activities, infringing on the rights of Yasemin Wendt, her distribution partners, affiliated companies, or other third parties, harassing third parties, or otherwise violating applicable law. This includes, in particular, the prohibition of unauthorized telephone marketing and the sending of unsolicited and non-consented advertising emails, advertising faxes, or advertising SMS (spam), as well as social media spam or other unauthorized forms of messaging.

(2) Special Advertising Guidelines:

(a) At no point and on no advertising material is the trainer allowed to make statements about his income or the earning potential with Yasemin Wendt. Instead, there is always an obligation to explicitly inform potential trainers during introductory conversations that generating income is only possible through very intensive and continuous work.

(b) Sales and marketing activities must not suggest any commissions that could be understood as “head premiums” or other commissions related to merely recruiting a new trainer, nor should any actions be taken that give the impression that the advertised distribution system is illegal, such as a pyramid scheme or any other fraudulent system. It must not be implied that the purchase of services is required for a trainer to work with Yasemin Wendt.

(c) Sales and marketing activities must not be directed at minors or inexperienced individuals in business matters, nor should their age, illness, or limited understanding be exploited to induce them to enter into a contract. When dealing with socially disadvantaged or non-native speaking groups, trainers must exercise due consideration for their financial capability and their ability to understand and communicate. Trainers must, in particular, refrain from doing anything that might lead members of such groups to make purchases that are inappropriate for their circumstances.

(d) Sales and marketing activities must not be conducted in a manner that is inappropriate, illegal, or unsafe, nor should they exert undue pressure on the selected recipients.

(e) The prospective customer shall not be induced to purchase services through unethical and/or misleading promises, nor through promises of special benefits if those benefits are tied to future, uncertain success. Trainers shall refrain from any actions that might influence the prospective customer to accept the offer solely to do the provider a personal favor, to end an unwanted conversation, or to receive a benefit that is not part of the offer, or to show gratitude for receiving such a benefit.

(f) A trainer must not claim that the compensation plan or the services of Yasemin Wendt are approved, authorized, or endorsed by a government authority or classified as legally secure by a law firm.

(g) Due to strict regulations regarding the advertising of dietary supplements, cosmetics, and other health-related services, only the advertising material reviewed and provided by Yasemin Wendt shall be used. In the course of activities and advertising, no statements may be made regarding the safety of the products, their therapeutic effects, or healing properties, unless such statements have been officially approved by Yasemin Wendt and/or are included in the official advertising material of Yasemin Wendt. Furthermore, trainers may not suggest that Yasemin Wendt products can be used for the treatment, prevention, diagnosis, or cure of diseases. Yasemin Wendt also prohibits any statements regarding the medical effects of Yasemin Wendt products, and the services must not be marketed as drugs, narcotics, or similar products. For example, the trainer may not claim that Yasemin Wendt’s services help in the treatment of diseases, particularly skin conditions. Scientific publications, literature, or testimonials written by doctors or scientists concerning Yasemin Wendt services or their ingredients may not be used or published.

(3) The use, creation, and distribution of independent websites, sales documents, sales concepts, newspaper or magazine advertisements, independent product brochures, video content, television advertising, audio content, the creation of independent online presences, including professional social media business profiles, or any other independently created sales or advertising materials, is only permitted with the prior explicit written consent or consent via email from Yasemin Wendt, which is granted at Yasemin Wendt’s sole discretion. The corresponding request for consent must be sent via email to info@yawend.com.

(4a) It is prohibited to operate a website, internet portal, social media presence, or any other online application jointly with multiple trainers.

(4b) In the event that the trainer promotes the services of Yasemin Wendt through other online media, such as social networks (e.g., Facebook, YouTube, Twitter, or Instagram), online blogs, or chatrooms (e.g., WhatsApp or Snapchat), he/she must always use only the official advertising statements provided by Yasemin Wendt, clearly identify himself/herself with his/her full name (anonymous posts or posts made under a pseudonym are prohibited), and must not, at any point, make statements regarding his/her income or the earning potential with Yasemin Wendt, nor advertise for a position at Yasemin Wendt as an employee or similar role. Furthermore, social media advertising must only be carried out incidentally and in addition through his/her own private social media channels, and the creation of professional social media business profiles is prohibited without the prior explicit written consent or consent via email from Yasemin Wendt. Before launching a personal social media business profile, the trainer is required to submit the social media presence and/or channel to Yasemin Wendt for review via email at info@yawend.com. The trainer is also required to provide

(4c) Trainers are not permitted to use online classified ads (including Craigslist) to promote and/or sell the training sessions and other services of Yasemin Wendt.

(4d) Trainers may place banner advertisements on a website, provided he uses the templates and images reviewed and approved by Yasemin Wendt and adheres to contractual and legal requirements (especially the prohibition of income statements and health claims). All banner advertisements must be linked to the trainer’s website.

(5) The training sessions may be presented (but not sold) by the trainers, in compliance with applicable law, in one-on-one or group conversations, at home parties, online home parties, online networking events, and/or online conferences, subject to revocation. The training sessions may not be offered on personal websites, other sales platforms, particularly in large general retail stores (such as supermarkets, discount stores, or retail chains), or restaurants, on online trading platforms such as eBay or Amazon, in television sales shows, via telemarketing, teletext marketing, or similar sales channels. In health-related retail stores such as drugstores, pharmacies, hair salons, beauty or cosmetic studios, fitness centers, physiotherapy practices, or similar establishments, the promotion of Yasemin Wendt’s training sessions is permitted until further notice, which may be revoked at the sole discretion of Yasemin Wendt.

(6) The trainer is generally prohibited from selling or distributing his own marketing and/or sales materials, training tools, other services from third-party companies, or any other services related to the Yasemin Wendt business to Yasemin Wendt’s distribution partners.

(7) The training sessions may also be presented by the trainers at trade fairs and exhibitions, provided prior written approval has been obtained from Yasemin Wendt.

(8) The trainer must not give the impression in business dealings that he is acting on behalf of or in the name of Yasemin Wendt. Instead, he is required to introduce himself as an “independent Yasemin Wendt trainer.” Websites, stationery, business cards, vehicle signage, as well as advertisements, marketing materials, and similar items must always include the designation “independent Yasemin Wendt distributor” and may not, without prior explicit written consent, use the Yasemin Wendt trademark and/or brands, trade titles, business names, or other identifiers of Yasemin Wendt. Furthermore, the trainer is prohibited from applying for and taking out loans, making expenditures, entering into obligations, opening bank accounts, concluding other contracts, or making any binding declarations of intent on behalf of Yasemin Wendt or in the name or interest of the company. The trainer is not granted collection authority nor any authority to represent Yasemin Wendt to third parties. The trainer is also not liable for fulfilling obligations arising from a mediated business transaction.

(9) The trainer is not entitled in business dealings to mention the trademarks of competing companies in a negative, derogatory, or otherwise unlawful manner, nor to negatively or derogatorily assess other companies, or to use negative, derogatory, or otherwise unlawful assessments to poach distribution partners from other companies.

(10) All presentation, advertising, training, and film materials, product labels, etc. (including images) from Yasemin Wendt are protected by copyright. Trainers may not reproduce, distribute, make publicly accessible, or edit them, either in whole or in part, beyond the usage rights granted by the contract, without prior explicit written consent from Yasemin Wendt. Upon termination of the contract, the trainer is obligated to return all materials received from Yasemin Wendt in full.

(11) The use of the Yasemin Wendt name and/or trademarks, trade titles, product names, business names, and other identifiers of Yasemin Wendt is not permitted beyond the use of the marketing materials provided by Yasemin Wendt. This also applies to the registration of internet domains. Yasemin Wendt may require the deletion and/or transfer of internet domains that use the name Yasemin Wendt and/or its trademarks, trade titles, product names, business names, and other identifiers. In the event of a transfer, Yasemin Wendt will cover only the basic transfer costs charged by the provider, but not any other costs, license fees, or other compensation for the domain. Furthermore, it is prohibited to register personal trademarks, trade titles, or other protective rights that contain a name, product designation, trade title, or business name of Yasemin Wendt that may be registered or otherwise protected in another country or region. This prohibition applies to both identical and similar names or services. It is also forbidden to use the Yasemin Wendt name, trademarks, trade titles, or other protected rights in search engine advertising (e.g., Google AdWords), sponsored links, online marketing, or similar online advertising activities. Finally, the refilling and/or repackaging of Yasemin Wendt products is also prohibited.

(12) A trainer may re-register with Yasemin Wendt after terminating his previous position. The condition is that at least 6 months have passed since the termination and its confirmation by Yasemin Wendt for the trainer’s previous position, and the terminating trainer has not engaged in any activities for Yasemin Wendt during this time. Exceptions to this waiting period are cases where a trainer, after terminating his previous position, applies to become a Supreme Train & Trainer. In this case, the trainer is not required to observe the 6-month waiting period.

(13) The trainer is not permitted to respond to press inquiries regarding Yasemin Wendt, its products, the Yasemin Wendt compensation plan, or other Yasemin Wendt services. The trainer is required to forward all press inquiries immediately to Yasemin Wendt at info@yawend.com.

(14) The trainer agrees—where possible—to ensure that customer data obtained through training sessions is used exclusively in connection with his activities for Yasemin Wendt and, in particular, is not forwarded to or used by third parties or for third-party services.

(15) The trainer may only promote and sell services for Yasemin Wendt or recruit new trainers in countries that have been officially opened by Yasemin Wendt.

(16) The trainer is obligated to promptly and truthfully inform Yasemin Wendt of any violations of the rules of the General Product Training Conditions, the Yasemin Wendt Code of Conduct, or any other provisions.

§ 9 Obligations of Yawend Skintech

(1) In addition to the expressly stated services to be provided, Yasemin Wendt will render all services necessary and generally customary for the trainer’s performance in accordance with the contract, and in particular will:

a) provide all necessary information;

b) grant access to its IT systems, insofar as this is required for conducting the training; and

c) make the provided training materials available in an appropriate form, provided these services have not been contractually assigned to the trainer’s scope of duties.

(2) Unless expressly agreed otherwise, all price quotations are understood to be exclusive of the applicable value-added tax (VAT).

§ 10 Training Services of the Trainer

(1) A training session conducted by the trainer should last at least 5 hours in total. The trainer is free to choose the calendar dates, the number of participants, and the venue within the federal state, as specified by the training license granted. The training must be conducted personally by the trainer. For details on the execution modalities, refer to the brochure provided by Yasemin Wendt.

(2) Additionally, the trainer provides the following services:

a) Provision of training materials in both electronic and written form (script, exercises with solutions, handouts, etc.).

b) Answering questions regarding the training content via email before and after the training session.

(3) The training materials to be provided to the students (e.g., learning scripts, flyers, starter kits, bags, and other materials) must be purchased by the trainer at his own expense.

(4) The training is conducted in German. Training materials must be provided in the language of the training. The use of common English technical terms is permitted.

§ 11 Non-Compete Clause

(1) The trainer is permitted to sell products and/or services for other companies, even if they are competitors.

(2) Notwithstanding the permission stated in paragraph 1, the trainer is not allowed to sell products or services from other companies, as well as advertising materials or similar content, to other Yasemin Wendt trainers for the operation of the Yasemin Wendt business.

(3) If the trainer is simultaneously working for multiple companies, he commits to organizing his activities (including his downline) in such a way that there is no overlap or mingling with his activities for the other company. In particular, the trainer is not permitted to offer non-Yasemin Wendt products at the same time, in the same location or immediate vicinity, or on the same website, Facebook page, other social media platforms, or internet platforms.

(4) Furthermore, the trainer is expressly prohibited from poaching Yasemin Wendt trainers to sell other products.

(5) The trainer is also prohibited from violating any other distribution or partnership agreements he has entered into with other companies, whose clauses are still in effect, by entering into a trainer partnership agreement with Yasemin Wendt.

§ 12 Confidentiality

The trainer is required to maintain absolute confidentiality regarding the business and trade secrets of Yasemin Wendt and its structure. Business and trade secrets, as well as proprietary information of Yasemin Wendt, include, in particular, information about downline activities and placements, as well as downline genealogy and the information contained therein, data on distribution partners, customers, and contract partners, as well as information about the business relationships of Yasemin Wendt and its affiliated companies, other providers, and suppliers. This obligation continues even after the termination of the trainer partnership agreement.

§ 13 Warning, Penalty Clause, Damages, Indemnification

(1) In the event of a first violation of the obligations outlined in § 8, a written warning will be issued by Yasemin Wendt, setting a deadline of 10 days to remedy the breach. The trainer agrees to compensate for any warning costs, particularly the attorney fees incurred for the warning.

(2) It is expressly pointed out that according to § 15 paragraph (2), Yasemin Wendt is entitled to terminate the agreement extraordinarily without prior warning in the event of a violation of the obligations outlined in §§ 11 and 12, as well as in cases of particularly severe violations of the obligations outlined in § 8 or any other applicable contractual or legal rights. However, at its discretion, Yasemin Wendt may also take the measures specified in § 13 (1) in the case of a first violation. Notwithstanding the immediate extraordinary termination rights set forth in § 15 paragraph (2), Yasemin Wendt has the right, in individual cases of the aforementioned breaches, to issue a warning as described in paragraph (1) with a shortened remedy period before declaring the extraordinary termination at its sole discretion.

(3) If, after the expiration of the remedy period set by the warning, the same or a substantially similar violation occurs again, or if the originally warned violation is not remedied, a penalty clause determined at the discretion of Yasemin Wendt will become immediately due, subject to review by the competent court in case of dispute. Additionally, any enforcement of the penalty clause will incur further attorney fees, which the trainer is obligated to reimburse.

(4) The trainer is liable for all damages incurred by Yasemin Wendt as a result of a violation of obligations by the trainer, regardless of the imposed penalty clause, unless the trainer can prove that he is not responsible for the breach.

(5) The trainer shall indemnify Yasemin Wendt from any liability upon first request in the event of a claim by a third party due to a violation of any contractual obligations or any other violation of applicable law by the trainer. In particular, the trainer agrees to cover all costs incurred by Yasemin Wendt in this context, including attorney fees, court costs, and damages.

§ 14 Verbot von Heilsversprechen; Irreführende Werbung; Durchführungsort

(1) The trainer instructs his customers and prospects honestly and sincerely and clarifies any misunderstandings regarding the product during the training. All information about the product must be comprehensive and truthful. The trainer is prohibited from making false, misleading, or exaggerated statements or promises of any kind regarding the Yasemin Wendt product.

(2) Even if the trainer promotes the product on other online media, such as his own websites, social networks (e.g., Facebook or Instagram), online blogs, or chatrooms, he may only use the official advertising statements from Yasemin Wendt and must clearly identify himself with his full name (anonymous postings or postings under a pseudonym are prohibited) and provide a proper imprint (where required). Furthermore, when promoting on his own websites or in other online media, the trainer must explicitly state that it is not an official advertisement or presence of Yasemin Wendt. The trainer may not enter into contracts, accept or forward payments, or make any declarations of intent on behalf of Yasemin Wendt.

(3) The training participant shall not be induced to purchase products through unethical and/or misleading promises, nor through promises of special benefits that are tied to future, uncertain success.

§ 15 Contract Duration; Termination

(1) The product training contract is concluded for an indefinite period and can be terminated monthly with a notice period of one month to the end of a calendar month. An exception applies to the Expert Entry Level: Termination is possible at the earliest at the end of the second contract month, as no license fee is charged for the first month.

(2) The right of both parties to terminate this contract extraordinarily according to legal provisions remains unaffected. A significant reason for termination by Yasemin Wendt exists in the event of a violation of any of the obligations or legal requirements outlined in this contract, particularly if the trainer fails to remedy the violation within the specified time frame following a warning from Yasemin Wendt, or if a similar or comparable violation occurs again after the initial violation has been remedied. In cases of particularly severe violations of contractual or legal obligations, Yasemin Wendt is entitled to extraordinary termination without prior warning. The right to extraordinary termination exists without prejudice to any further claims.

(3) After the termination of a contract by ordinary termination, a new contract can be concluded after a period of at least 6 months.

(4) Upon termination of the contract, the trainer no longer has any entitlement to commissions. This does not apply to contracts that have already been successfully mediated by that time. The entitlement to these commissions remains unaffected. Furthermore, upon termination of the contract, the trainer is not entitled to any compensation for commercial representation, as the trainer is not considered a commercial agent within the meaning of the Commercial Code in accordance with § 5 (1).

(5) Any termination of the contract requires written form to be effective. Termination by email is excluded. Services rendered until the termination takes effect are to be compensated.

§ 16 Rights of Use

(1) Upon full payment of the first monthly fee due under § 4 paragraph 2, the trainer receives a non-transferable, simple, spatially and temporally unlimited right to use the training materials for his own internal purposes. Yasemin Wendt provides the trainer with the training materials (a starter kit and his own teaching materials or scripts) and transfers these to the trainer. Any materials to be handed out to the students, as well as a starter kit for the students, are to be created and purchased by the trainer at his own expense, as also specified in § 10 paragraph 3. If the trainer fails to make the further payment of his monthly fee, Yasemin Wendt is entitled to demand the immediate return of the training materials.

(2) The trainer’s right of use under paragraph 1 also includes the right to make alterations, translations, edits, or other modifications and to use them for his own internal purposes, including storage. Any sharing of the training materials of any kind with third parties is expressly prohibited.

§ 17 Recommended Pricing / Adjustment of Prices and Commissions

Yasemin Wendt reserves the right, particularly in light of changes in market conditions, to adjust the prices or usage fees to be paid by the trainers at the beginning of a new billing period if this is necessary for economic reasons or due to legal changes. Yasemin Wendt will announce changes with a notice period of 30 days before the changes take effect, specifying the future contractual changes via email or in the trainer’s back office. The trainer has the right to object to the change or to terminate the contract in written form without notice upon the changes taking effect. In the event of an objection, Yasemin Wendt is entitled to terminate the contract ordinarily. If the trainer does not terminate the contract or object to the changes before they take effect, the changes will come into effect from the date mentioned in the change announcement. Yasemin Wendt is obligated to inform the trainers in the change announcement about the significance of their silence.

§ 18 Free Promotional Materials, Grants

All free promotional materials and other grants from Yawend Skintech can be revoked at any time with future effect.

§ 19 Compensation; Commission; Terms

(1) As compensation for the successful mediation of the product by his training participants and for the successful conduct of training sessions, the trainer receives commissions and other compensations that arise from the Yasemin Wendt compensation plan, including the respective qualification requirements. All commission claims are derived from the applicable compensation plan, which the trainer can access in his back office and which is available for viewing there. The payment of compensation covers all costs incurred by the trainer for maintaining and conducting his business, unless separately contractually agreed. Compensation for the training sessions is only provided after their successful completion.

(2) A successful mediation in the sense of paragraph (1) of this contract only exists if the contractual relationship between the end customer and the training participant or distribution partner of Yasemin Wendt has come into effect. Furthermore, a claim for compensation arises only when the payment from the customer has been credited to the account of Yasemin Wendt and all other payout conditions are met.

(3) A claim for commission does not arise, in particular, if

a) the end customer exercises his right of withdrawal,

b) the contract is legally contested by the customer,

c) the customer order was unlawfully established,

d) Yasemin Wendt rejects the acceptance of the contract,

e) incomplete or erroneous customer orders are submitted.

Furthermore, in cases of fraudulent mediation, whether through fraudulent or abusive actions by the customer, the training participant, or their agents, no claim for commission arises.

(4) Yasemin Wendt reserves the right to request proof of the trainer’s identity, address, and business registration (e.g., submission of the business license) before the first payment of commissions and at any time thereafter. The proof of business, identity, and address may, at Yasemin Wendt’s discretion, be provided in the form of a copy of the business license and an ID card or passport, possibly in conjunction with a current utility bill (electricity, gas, water, or other consumption bills) or another proof of registration (not older than one month) through the specified electronic means and must be submitted promptly, no later than within 2 weeks after the request. In the case of legal entities or partnerships or registered merchants, proof of identification of the responsible person (e.g., managing director or personally liable partner) must be provided, and—if a registration in the commercial register has occurred—a copy of the current extract from the commercial register (not older than one month) must be submitted. Furthermore, the trainer must provide his bank details before the first payment of commissions.

(5) The trainer must truthfully indicate upon registration whether he is registering as a small business owner or as a VAT-liable entrepreneur with Yasemin Wendt. If the trainer registers as a small business owner, he must promptly inform Yasemin Wendt, providing his VAT identification number, as soon as he opts to charge VAT (value-added tax) in the course of his business activities or exceeds the small business limits.

(6) The trainer’s commissions are credited monthly and paid out on the 5th of the following month and can only be paid into accounts that are in his name or in the name of a partnership or a corporation that is in a contractual relationship with Yasemin Wendt, unless a different account has been expressly accepted in writing by Yasemin Wendt. Payments to third-party accounts or to a third-party bank account cannot be made.

(7) The contracting parties agree that no claims exist or can be asserted for a higher commission than that which is based on this contract. The commission covers all claims of the trainer, particularly all travel costs, expenses, office costs, telephone costs, or other expenses for promotional materials, as well as any further costs related to the fulfillment of the contract. With the payment of the compensation according to paragraph (1), all services of the trainer are also compensated, particularly for the creation and maintenance of the distribution partner base and customer base, as well as the resulting future market potential. This is considered an advance payment, so that in the event of termination of the contract, by either party for any reason, no severance payments and/or compensation claims of any kind are to be made by Yasemin Wendt. Reference is explicitly made to § 16 paragraph (5).

(8) Yasemin Wendt is entitled to assert a right of retention within the framework of legal provisions. Furthermore, Yasemin Wendt is entitled to assert a right of retention regarding the payment of commissions if all contractually or legally required documents are not available prior to the first payment. In the event that Yasemin Wendt exercises the right of retention on commission payments, it is agreed that the trainer shall not have any claim to interest for the period of the commission retention.

(9) Yasemin Wendt is entitled to offset claims that Yasemin Wendt has against the trainers against their commission claims, either in whole or in part. The trainer is entitled to offset claims if the counterclaims are undisputed or legally established.

(10) Assignments and pledges of claims by the trainer arising from distribution partner contracts are excluded, unless mandatory law states otherwise. The encumbrance of the contract with the rights of third parties is not permitted, unless mandatory law states otherwise.

(11) The trainer shall promptly review the issued statements and communicate any objections to Yasemin Wendt without delay. All commission claims arise from the applicable compensation plan, which the trainer can access in his back office and which is available for viewing there. Any incorrect commissions, bonuses, or other payments must be reported to Yasemin Wendt in writing within 60 days from the date of the erroneous payment. After this period, the commissions, bonuses, or other payments are deemed approved.

(12) Commissions are paid out weekly and monthly, taking into account Yasemin Wendt’s payment modalities and payout methods. Yasemin Wendt reserves the right to transfer commissions only when the total amount reaches €25.00. If the minimum payout amount is not reached, the commission claims will be carried over to the account maintained by Yasemin Wendt for the trainers and will be paid to the trainer in the following month after reaching the minimum payout amount.

(13) If 6 months have passed since the last training conducted by the trainer, the right to claim commissions regarding sales made by former training participants will be permanently forfeited. The date of the last training session is decisive for this. The trainer is also entitled to conduct training sessions again at any time after the 6-month period following the last training session. In this case, he will only receive commissions for purchases made by new training participants; any claim to commissions regarding his former training participants will be forfeited.

§ 20 Use of Social Media; Online Presence

(1) When using before-and-after images in connection with the application of the product and other promotional activities on social media platforms, the trainer is required to use the Yawend brand logo and link to the respective profile on the platform under the post.

(2) For the purposes of paragraph 1, social media platforms are defined as those that allow users to share their own content with third parties. This includes, but is not limited to, Instagram, Facebook, TikTok, and X.

§ 21 Product and Brand Name, Intellectual Property Rights

(1) Yasemin Wendt holds the rights to the product name “Yasemin Wendt SPONGLES.” The trainer will use the product “Yasemin Wendt SPONGLES” exclusively under this name and will not use or add any other names or designations without the consent of Yasemin Wendt.

(2) The trainer is authorized and obligated during the term of the contract to use the brand in fulfillment of the obligations arising from this contract and to promote its value and reputation.

(3) The trainer may not alter or otherwise misuse the brand and may not transfer it to third parties. Additionally, he may not use any other brands or signs that could lead to confusion with the brand.

(4) The parties clarify that the trainer is prohibited from using any copyrighted content outside of this cooperation agreement.

§ 22 Liability

(1) In the case of intent and gross negligence, the trainer is liable in accordance with the statutory provisions.

(2) In the case of simple negligence, the trainer is liable only if it concerns a violation of a fundamental contractual obligation. In this case, the trainer’s liability is limited to the foreseeable, contract-typical damage. A fundamental contractual obligation is an obligation whose fulfillment enables the proper execution of a contract and upon which the other party can regularly rely.

(3) Claims for damages under the Product Liability Act, as well as in cases of injury to life, body, or health, remain unaffected by the above liability limitations.

(4) The above liability limitations also apply in favor of the trainer’s legal representatives, employees, and agents.

§ 23 Confidentiality

(1) The parties will treat all trade secrets, including the content of this contract as well as any other information designated as confidential by the respective other party (hereinafter referred to as “confidential information”) confidentially. The receiving party will handle the confidential information with the same care as it handles its own confidential information of the same sensitivity, but at a minimum with the care of a diligent businessman.

(2) The use of the confidential information is limited to use in connection with this contract. Without prior consent from the other party, the disclosure of confidential information to third parties is not permitted. Consents must be in written form.

(3) To the extent that applicable legal obligations require, the recipient is additionally entitled to disclose and share confidential information. If legally permissible, the recipient will inform the other party before disclosing confidential information.

(4) The obligation of confidentiality does not apply to information that:

a) was already generally known at the time of the conclusion of the contract or became generally known afterward without violating the confidentiality obligations contained in this contract;

b) the recipient developed independently of this contract; or

c) the recipient received from third parties or from the other party outside of this contract without a confidentiality obligation.

The burden of proof for the existence of the exceptions mentioned in this paragraph lies with the party invoking the exception.

(5) Upon termination of this contract, the parties shall return or delete any confidential information of the respective other party in their possession upon request from that party. This does not apply to confidential information for which a longer legal retention obligation exists, as well as data backups made in the course of standard backup processes.

(6) The obligation to maintain confidentiality applies for the duration of this contract and for a period of 3 years after the termination of this contract.

(7) The trainer is entitled to use experiential knowledge, such as ideas, concepts, methods, and know-how, that is developed or disclosed during the execution of the contract and stored in the trainer’s memory. This does not apply if it infringes on the industrial property rights or copyrights of Yasemin Wendt. The obligation to maintain confidentiality remains unaffected by this.

§ 24 Data Protection Regulations

(1) The trainer is prohibited from disclosing, storing, or using any personal or customer-specific data of the training participants that comes to his knowledge beyond the contractual rights and/or obligations.

(2) Yasemin Wendt collects and uses the data voluntarily provided by you only in accordance with legal regulations. Detailed provisions regarding data protection can be found in Yasemin Wendt’s data protection regulations.

§ 25 Disclaimer of Liability

(1) Yasemin Wendt expressly disclaims liability for force majeure events such as pandemics, supply difficulties due to raw material shortages, political entanglements, wars, strikes, disruptions in transportation companies, operational and other disturbances at Yasemin Wendt or its suppliers, as well as their consequences. Yasemin Wendt is also not liable for delays or failures in delivery caused by its suppliers, unless Yasemin Wendt has acted culpably.

(2) Furthermore, Yasemin Wendt is liable for damages other than those resulting from injury to life, body, or health only to the extent that they are based on intentional or grossly negligent conduct or on culpable violation of a fundamental contractual obligation (e.g., payment of the commission) by Yasemin Wendt, its employees, or agents. This also applies to damages arising from breaches of obligations during contract negotiations and from the commission of unlawful acts. Any further liability for damages is excluded.

(3) Liability is limited, except in cases of injury to life, body, and health or intentional or grossly negligent conduct by Yasemin Wendt, its employees, or agents, to damages that are typically foreseeable at the time of the conclusion of the contract and, in other respects, to the average contractual damages. This also applies to indirect damages, particularly lost profits.

(4) Yasemin Wendt is not liable for damages of any kind resulting from data loss on the servers, except in the case of gross negligence or intentional wrongdoing by Yasemin Wendt, its employees, or agents.

(5) The provisions of the Product Liability Act remain unaffected.

§ 26 Application of the Compensation Plan

(1) The Yasemin Wendt Compensation Plan and the provisions contained therein are also explicitly part of the product training contract. The trainer must always adhere to these provisions in their currently valid form.

(2) By sending the application for the conclusion of the product training contract to Yasemin Wendt, the trainer simultaneously certifies that he has taken note of the Yasemin Wendt Compensation Plan and accepts it as part of the contract.

(3) Yasemin Wendt is entitled to change the Yasemin Wendt Compensation Plan in accordance with § 29 paragraph (1).

§ 27 Limitation Period

All claims arising from this contractual relationship expire for both parties within one month, provided this is legally permissible. The limitation period begins with the due date of the claim, the time the claim arises, or the recognizability of the claim. Statutory provisions that mandatorily provide for a longer limitation period remain unaffected.

§ 28 Governing Law/Jurisdiction

(1) The law of the location of Yasemin Wendt shall apply, excluding the UN Sales Convention (CISG). Mandatory provisions of the state in which the trainer has his habitual residence remain unaffected.

(2) If the trainer is a merchant or a corporation under public law, or does not have a general jurisdiction in the country, or moves his residence abroad after the conclusion of the contract, or if his residence is not known at the time of filing the lawsuit, the jurisdiction and place of performance shall be the location of Yasemin Wendt.

§ 29 Final Provisions

(1) Yasemin Wendt is entitled to amend this contract, these General Product Training Conditions, and/or the Compensation Plan if this is necessary for economic reasons or due to legal changes. Yasemin Wendt will announce changes with a notice period of 30 days prior to the changes taking effect, specifying the future contractual changes via email or in the trainer’s back office. The trainer has the right to object to the change or to terminate the contract in written form without notice upon the changes taking effect. In the event of an objection, Yasemin Wendt is entitled to terminate the contract ordinarily. If the trainer does not terminate the contract or object to the changes before they take effect, the changes will come into effect from the date mentioned in the change announcement. Yasemin Wendt is obligated to inform the trainer in the change announcement about the significance of his silence.

(2) Otherwise, changes or additions to these General Product Training Conditions require written form. This also applies to the repeal of the written form requirement.

(3) If these General Product Training Conditions are translated into another language and there are inconsistencies between any provision in the German version and the translated version of the General Terms and Conditions, the German version shall always take precedence.

(4) If a clause of these General Terms and Conditions is invalid or incomplete, this shall not affect the validity of the entire contract. Rather, the invalid clause shall be replaced by a clause that is valid and economically closest in meaning to the invalid clause. The same shall apply in the case of the closure of a regulatory gap.

Status of the General Product Training Conditions: November 16, 2024