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Pruvit Ventures Inc. General terms and conditions for Distributors including deviating agreement on jurisdiction

Preamble /Ethical rules

On behalf of our company, we welcome you as a new independent distributor (hereafter called distributor) and wish you the best possible success for your business as an independent distributor of Pruvit Ventures Inc. , Melissa, Texas 75454, USA represented by the Managing Director Brian Scott Underwood, resident there (in the following: PRUVIT) and, above all, much pleasure in the distribution of our products. In the distribution of our goods and the contact with other people, the consumer friendliness and safety, seriousness, a fair cooperation with each other and in the entire environment of network marketing, party sales or other direct sales as well as the respect of the law and morality is always in the foreground.

Therefore, we would like to ask you to read the following ethical rules as well as our General Terms & Conditions very carefully, to make the guidelines your daily guiding principle for the performance of your activities.

Ethical rules for dealing with consumers

Our distributors advise their distributors honestly and sincerely and clear up any misunderstandings about goods, the business opportunity or other statements during a (sales) consultation.

The distributors introduce themselves in personal and telephone contact with the consumer at the beginning of the sales conversation unsolicited and truthfully with their name and as distributors of PRUVIT. In addition, at the beginning of the sales conversation they disclose the business purpose of their visit or call and make clear which goods or services are to be offered.

At the customer's request, no sales talk is entered into, the conversation is postponed or a conversation that has already begun is friendly broken off.

Distributors never behave obtrusively. In particular, visits and telephone contacts must take place at reasonable times, unless the consumer has expressly requested otherwise. The companies or their distribution partners shall not call a consumer for advertising purposes without the consumer's prior express consent. Hereby caller's telephone number must be provided.

During a customer contact, the Distributor shall inform the consumer of all points concerning the goods offered and - at the consumer's request - the distribution option.

All information on the goods must be comprehensive and truthful. A distributor is prohibited from making misleading statements or even promises in any form about the goods.

A distributor may not make any claims about goods, their prices or contractual conditions, unless these have been approved by PRUVIT.

Distributors will only refer to letters of recommendation, test results or other persons for business purposes vis-à-vis the consumer if they are authorized by both the reference provider and PRUVIT; these must be accurate and not outdated. Letters of recommendation, tests and personal references must also always be related to the intended purpose.

The consumer is not induced to buy products by dubious and/or misleading promises, nor by promises of particular benefits, if these benefits are linked to future, uncertain successes. The Distributors will refrain from doing anything that could lead the consumer to accept the offer made solely in order to do the Distributor a personal favor, to end an unwanted conversation or to enjoy an advantage that is not the subject of the offer or to show their appreciation for giving such an advantage.

A Distributor may not disclose any information regarding its remuneration or the potential remuneration of other Distributors. Further, a Distributor may not guarantee, promise or otherwise raise expectations regarding compensation.

Distributors will show consideration for commercially inexperienced persons and will under no circumstances take advantage of their age, illness or limited insight to induce them to conclude a contract.

In contacts with so-called socially disadvantaged or foreign-language population groups, the Distributors shall take due account of their financial capacity and their ability to understand and speak the language, and in particular shall refrain from doing anything that might cause members of such groups to place orders that are not appropriate to their circumstances.

Ethical rules for dealing with distributors

Distributors always treat each other fairly and respectfully. The aforementioned also applies to dealings with distributors of other competitors or other network marketing companies, party sales companies or other direct sales companies.

New distributors are truthfully informed about their rights and obligations. Information on possible sales and earning opportunities is to be omitted.

No verbal guarantees may be made about goods and services from PRUVIT.

Distributors are not permitted to entice away distributors of other companies. Furthermore, distributors are not permitted to induce other distributors to change a sponsor within PRUVIT.

The obligations of the following General Terms and Conditions must always be observed also as ethical rules.

Ethical rules for dealing with other companies

The distributors of PRUVIT always behave fairly and honestly towards other competitors or other companies in the network marketing, party sales or other direct sales sector.

Systematic enticements from distributors of other companies are to be avoided.

Disparaging, misleading or unfair comparative claims about other companies' goods or distribution systems are prohibited.

With these ethical rules of our company in mind, we would now like to familiarize you with the PRUVIT


General Terms and Conditions

§ 1 Scope of application

(1)

The following General Terms and Conditions are an integral part of each Distributor Agreement between Pruvit Ventures Inc. , 901 Sam Rayburn Highway, Melissa, Texas 75454, USA represented by Brian Scott Underwood, Director of Pruvit Ventures Inc., business domiciled there (hereinafter : PRUVIT) and the independent and autonomous distributor. It is intended to form the basis of a cooperative, fair and successful business relationship.

(2)

Special arrangement for ITALY The Distributor shall be qualified, within the framework of the contractual relationship and these General Terms and Conditions, as "Incaricato alle Vendite a Domicilio" ("Incaricato"), the status of which is governed by Italian Legislative Decree no. 114/1998 [Decreto Legislativo n. 114/1998] and Law no. 173/2005 [Legge no. 173/2005].

It is also important to know that distribution partners (Incaricati) are not allowed to resell PRUVIT goods. As a consequence, the clauses of these General Terms and Conditions concerning resale are not applicable to Distributors in Italy (Incaricati) and any other clauses used in these General Terms and Conditions concerning the marketing or distribution of PRUVIT's goods are to be reduced for Distributors (Incaricati) to mere "promotional promotion of the goods".

If so required, further special conditions for distribution partners in Italy (Incaricati) due to mandatory legal regulations may have to be observed.

(3)

PRUVIT provides its services exclusively on the basis of these Terms and Conditions.

§ 2 Subject matter of the contract

(1)

PRUVIT is a company that distributes high-quality dietary supplements and other health and lifestyle products (hereafter: goods) via a "social selling sales concept". The Distributor shall mediate goods for PRUVIT, so that the provision of mediation of the goods is the basis of the Distributor's business. For this activity it is not necessary that the Distributor incurs financial expenses beyond his possibly accruing activation fee and the annual service fee (see in this respect under § 6), that he purchases/acquires a minimum number of Goods or other services from PRUVIT or that the Distributor recruits other Distributors. Only the registration is required. For his activity, the distributor receives an appropriate commission.

(2)

In addition, there is the possibility, but not the obligation, to recruit other distribution partners. For this activity, the recruiting Distributor will receive a corresponding commission on the product sales of the recruited Distributor if the required qualification is achieved. However, no commission is expressly paid for recruitment. The commission, as well as the manner of payment, is based on the compensation plan applicable at that time.

(3)

With the successful registration PRUVIT provides the distributor with training and personalized advertising tools as well as an online back office together with a landing page including a right of use within the meaning of § 6 (1), which enables the distributor , among other things, to have an always up-to-date and comprehensive overview of his sales, commission claims, settlements as well as his distributor- and downline developments. At the same time, the distributor has the possibility to purchase a starter set without being obliged to do so.

§ 3 General conditions for the conclusion of the contract

(1)

It is possible to conclude a contract with corporations, partnerships or with individual persons who have reached the age of 18 and are entrepreneurs who are in possession of a trade license (if required).

A conclusion of contract with consumers is not possible. Only one distributor application is accepted per individual person, partnership (e.g. GbR, OHG, KG) and corporation (e.g. AG, GmbH, Ltd.), just as an individual person is not entitled to register additionally as a partner of a partnership or corporation or otherwise several times directly or indirectly. In principle, one application for a distribution contract per household / address will be accepted for individual persons, unless the applicants can prove that they carry out their distribution and business activities independently of each other.

(2)

If a corporation submits an application for a distribution contract, a copy of the relevant extract from the commercial register regarding the registration as well as the value added tax identification number (VAT - ID) and, if not available, the tax number must be submitted. All partners and, if applicable, also the shareholders of the partners, provided that a shareholder is also a corporation or a partnership, must be named by name, must be at least 18 years old and sign the application. The partners are each personally liable to PRUVIT for the conduct of the corporation.

(3)

In the case of partnerships, a copy of the relevant extract from the commercial register on registration and the value added tax identification number, if available, must be submitted. All partners and, if applicable, also the shareholders of the partners, if a shareholder is also a corporation or a partnership, must be named by name, must be at least 18 years old and must sign the application. The partners are each personally liable to PRUVIT for the conduct of the partnership.

(4)

Insofar as order or contract forms are used, these shall be deemed an integral part of the contract.

(5)

The Distributor may register for the start of his activity as a Distributor with PRUVIT - or via a landing page of his Sponsor - online on the given registration process using the given verification process. During the registration, the Distributor is obliged to fill out the Distributor application completely and correctly, to sign it electronically and to transmit the application to PRUVIT in the specified way. In addition, in case of online registration, the distributor accepts these General Terms and Condition, the compensation plan and the product price list as taken note of and accepts them as part of the contract.

(6)

PRUVIT reserves the right to reject distributor applications at its own discretion without any justification.

(7)

Special regulations for ITALY

(a)

In Italy, Italian law does not allow a corporation as defined in paragraph (2) above and a partnership as defined in paragraph (2) above to register as an Incaricato, so that in Italy only individual persons can register with PRUVIT as distributors (Incaricato). The Distributor (Incaricato) is obliged to send a copy of a valid identification document to PRUVIT and must comply with the "requirements of respectability" as per Section 71 of Legislative Decree no. 59/2010 [Decreto Legislativo n. 59/2010], the aforementioned obligation being fulfilled during the entire term of the contract, including at the time of renewal of the contract as per § 16 (1).

(b)

In addition to the voluntary contractual right of withdrawal (see § 5), the Distributor (Incaricato) has a special right of termination after sending his application. However, unless he/she gives notice of termination within 10 working days after signing - the date of signing applies - (applies to online applications) or after sending the application (applies to offline applications), he/she accepts the contract and the General Terms of Contract as an integral part of the contract.

(8)

In the event of a breach of the obligations regulated in paragraphs (1) to (3), (5) sentence 2 and (7) (a) PRUVIT is entitled to terminate without prior warning the distribution partner agreement without notice. In addition, PRUVIT expressly reserves the right to assert further claims for damages in this case of termination without notice.

§ 4 Status of the Distributor as an entrepreneur

(1)

The Distributor acts as an independent and autonomous entrepreneur. In this respect, the parties agree that the Distributor shall initially act on a part-time basis. He is neither an employee nor a commercial agent, franchisee or broker of PRUVIT. There are no sales targets, acceptance or other activity obligations. The distributor is not subject to any instructions from PRUVIT with the exception of the contractual obligations and bears the full entrepreneurial risk of his business activities including the obligation to bear all his business costs. The distributor has to set up and operate his business - if necessary - in the sense of a prudent businessperson, which includes - if necessary - the operation of his own offices or a workplace managed in the sense of a prudent businessperson.

(2)

As an independent entrepreneur, the Distributor shall be responsible for compliance with the relevant legal provisions, including tax and social security regulations (e.g. obtaining a VAT identification number or registering his employees with the social security authorities, as well as for obtaining a trade license, if necessary). In this respect, the distributor assures that all commission income, which he generates in the course of his activities for PRUVIT, is duly taxed at his place of business. PRUVIT reserves the right to deduct from the agreed commission the respective amount for taxes and duties or to claim damages or reimbursement of expenses, which it incurs due to a violation of the above-mentioned requirements, unless the distributor is not responsible for the damage or expense. PRUVIT will not pay any social security contributions for the distributor.

(3)

Specific rules for FRANCE
Distributors (as VDI partners according to French law) may not, under any circumstances, carry out the activity of an employer, nor may they be in a contractual relationship with other distributors from their downline, as far as this contractual relationship relates to the PRUVIT business. No remuneration, in any form whatsoever, may be paid by a Distributor to another Distributor.

(4)

Specific rules for ITALY
PRUVIT will – as far as required by law - deduct and withhold social security contributions and income taxes (as well as any other taxes or levies that may be mandatory) from the commissions payable to the Distributor (Incaricati) and transfer them to the competent Italian authority.

§ 5 Voluntary contractual cancellation policy

You register with PRUVIT as an entrepreneur and not as a consumer, so that you have no legal right of withdrawal. Nevertheless, PRUVIT grants you the following voluntary 14-day, contractual right of withdrawal.

Voluntary right of withdrawal
You may revoke your contractual declaration within 14 days without giving reasons in writing (by letter or e-mail) to the address or e-mail address stated in § 1. The period begins with the transmission of the distributor application. The timely dispatch (date of the postmark/e-mail) of the revocation suffices to comply with the revocation period.

Consequences of withdrawal:
After your revocation you can return all unopened and resalable goods and other services purchased as a distributor to PRUVIT against reimbursement of the full payments made for them. The return has to take place at the expense and risk of the distributor. After receipt of the returned goods and examination of the same for freedom from defects, unopened and resalability, the purchase price will be refunded at 100%.

A distributor may register again with PRUVIT through another sponsor after the revocation of his old position. Prerequisite is that the revocation for the old position of the distributor was at least 6 months ago and the revoking distributor has not performed any activities for PRUVIT during this time.

§ 6 Activation fee / use of the back office and landing page / service fee

(1)

With the registration and, if applicable, payment of the non-commissioned activation fee at PRUVIT, the Distributor acquires his PRUVIT Business Kit and other advertising material, for the first 12 months a right to use the back office and landing page (including the associated App) made available to him for the first 12 months also

(2)

The right to use the back office and landing page made available to him is a simple, non-transferable right of use relating to the specific back office; the Distributor has no right to change, edit or otherwise redesign the back office, nor is he entitled to grant sub-licenses.

(3)

For the use as well as for the maintenance, administration, support and care of the back office and the landing page PRUVIT charges an annual non-commissionable service fee.

§ 7 Obligations of the Distributor

(1)

The Distributor is obliged to protect its personal passwords and login identifications from access by third parties and must notify PRUVIT immediately of any changes to its contractual data. In the case of changes of address, these are usually deposited with PRUVIT as changed after a processing time of 72 hours.

(2)

The Distributor is prohibited from infringing competition law in its activities, infringing the rights of PRUVIT, its Distributors, affiliated companies or other third parties, harassing third parties or otherwise violating applicable law. In particular, the prohibition of unauthorized telephone advertising and the sending of unsolicited and unapproved advertising e-mails, advertising faxes or advertising SMS (spam) as well as social media spam or other unauthorized forms of messages.

(3)

Special advertising guidelines

(a)

At no point on any advertising material may the Distributor provide information about his income or the earning opportunities with PRUVIT. Rather there is always the obligation to point out to potential distributors in the context of initiation talks expressly that the achievement of an income is only possible by very intensive and continuous work.

(b)

Distribution and marketing activities shall not simulate commissions, which are to be understood as "head hunting fees”, entry fees or other commissions in connection with the mere recruitment of a new Distributor, or otherwise act to make the advertised distribution system appear to be an illegal distribution system, namely an illegal progressive snowball or pyramid scheme or otherwise a fraudulent distribution system. It must not be given the impression that the purchase of goods is necessary for a distributor to be able to work for PRUVIT. It must not be given the impression that the payment of an entrance fee, a fee or any other payment to PRUVIT, another distributor or other third party is necessary to become a distributor for PRUVIT.

(c)

Distribution and marketing activities shall not be directed at minors or persons inexperienced in business and shall in no way take advantage of their age, sickness or limited capacity to understand in order to induce consumers to conclude a contract In contacts with so-called socially disadvantaged or foreign-language population groups, the Distributors shall take due account of their financial capacity and their ability to understand and speak the language, and shall in particular refrain from doing anything that might induce members of such groups to place orders that are not appropriate to their circumstances.

(d)

No distribution and marketing actions shall be undertaken that are unreasonable, illegal, and unsafe or put undue pressure on the selected consumers.

(e)

Distributors will only refer to letters of recommendation, test results, references or other persons for business purposes vis-à-vis the consumer if they are officially authorized by both the reference provider and PRUVIT and if these are accurate and not outdated. Letters of recommendation, tests and personal references must also always be related to the intended purpose

(f)

The consumer is not induced to buy goods by dubious and/or misleading promises, nor by promises of special benefits, if these benefits are linked to future, uncertain successes. The Distributors will refrain from doing anything that could lead the consumer to accept the offer made solely in order to do the Distributor a personal favor, to end an unwanted conversation or to enjoy an advantage that is not the subject of the offer or to show their appreciation for giving such an advantage.

(g)

A Distributor shall not claim that the compensation plan or the Goods of PRUVIT are approved or licensed or supported by any governmental authority or are classified by any law firm to be legally secure.

(h)

Due to strict regulations regarding the advertising of dietary supplements and cosmetic products, only the advertising material offered on the PRUVIT website or in the back office or elsewhere by the company can be used. It should be recommended that any customer who is currently undergoing medical treatment should consult their doctor before changing their diet. No statements regarding the safety of the products, their therapeutic or healing effects may be made in the course of the activity and advertising, unless they are officially approved by PRUVIT and/or are included in PRUVIT's official advertising material. Furthermore, the distributors are not allowed to suggest that PRUVIT products can be used to treat, prevent, diagnose or cure diseases. PRUVIT also prohibits any statement regarding medical effects of PRUVIT products. For example, the Distributor may not claim that PRUVIT's goods help to treat diabetes, heart disease, cancer or other diseases. No scientific publications, literature or testimonials written by doctors or scientists in relation to PRUVIT goods or their ingredients may be used or published.

(i)

No statements or indications may be made which directly or indirectly present or describe the PRUVIT Goods as illicit drugs or intoxicants or otherwise as intoxicating.

(3a)

Specific regulations for ITALY
If a Distributor sends or otherwise uses advertising for an event, the advertising shall contain the following wording: "It is prohibited for a Distributor (Incaricati) as a participant in a direct sales system to persuade third parties to make a payment by promising them benefits in return for persuading third parties to enter the direct sales system. Also, do not be misled by claims that high income can be easily obtained."

(4)

PRUVIT provides its distributors with tested marketing materials. The use, production and distribution of its own websites (Pruvit provides the distributors so-called replicated websites on which the sale of the goods may take place), sales documents, sales concepts, newspaper or magazine advertisements, own product brochures, video content, television advertising, audio content, the creation of own internet presences including professional social media business presences or other independently created sales or advertising material, as well as the modification of the replicated websites made available to the Distributor is only permitted with the prior express written consent of PRUVIT, which is at the free discretion of PRUVIT.

(4a)

It is prohibited to operate an internet page, an internet portal, a social media presence or any other online application with several distributors without the express permission of PRUVIT.

(4b)

In the event that the Distributor publishes the goods of PRUVIT in other internet media, such as social networks (e.g. Facebook, YouTube, Twitter or Instagram), online blogs or chat rooms (e.g. WhatsApp or Snapchat), he may always use only the official PRUVIT advertising statements, must identify himself easily recognizably with his full name (anonymous or under a pseudonym postings are prohibited) and may not at any point give information about his income or the earning opportunities at PRUVIT or advertise for an employment at PRUVIT as an employee or similar, just as he may carry out the social media advertising only in the context of his own private social media channels incidentally and additionally, and may not create professional social media business presentations without prior consent. Prior to the launch of its own social media presence and/or channel, the Distributor is obliged to send the social media presence and/or channel PRUVIT via E-Mali to compliance@pruvithq.com for verification. A sale of the goods may only take place via the official replicated website of the Distributor. The Distributor is obliged to insert in his social media presence and / or channel a link to the replicated website available.

(4c)

The Distributors may not use online classified advertisements (including Craigslist) to advertise and/or distribute the goods and other services of PRUVIT. However, online classified advertisements (including Craigslist) may be used to enable the Distributor to introduce himself as an "independent PRUVIT Distributor ".

(4d)

The Distributors may place banner advertisements on a website, provided that they use the templates and images checked and approved by PRUVIT and comply with the contractual and legal requirements (in particular the prohibition of income statements and healing statements). All banner advertisements must be linked to the website of the distributors.

(4e)

Sponsored links or pay-per-click (PPC) ads are permitted. The target URL must lead to the Distributor's replicated website. The displayed URL must also lead to the Distributor's replicated website. No content contrary to the contract, misleading or otherwise unlawful content may be used.

(5)

The goods of PRUVIT may be presented (not sold) within the framework of the applicable law revocably in four or more eye talks, at home parties, online home parties, online network events and / or in online conferences by the distributor and may be sold only through the replicated website or the official web shop of Pruvit (www.pruvitnow.com). On its own Internet sites, other sales places, especially large general stores (such as supermarkets, discounters or shopping chains) or restaurants, on Internet trading platforms such as eBay, Amazon, in television sales shows, via telemarketing, teletext marketing or via comparable sales channels, the goods of PRUVIT may not be sold. In other health related retail shops such as drugstores, pharmacies, hairdressers, beauty or cosmetic studios, fitness studios, physiotherapeutic practices, comparable practices or medical practices the sale of the goods of PRUVIT is only allowed after written prior consent of PRUVIT.

(6)

It is always prohibited for the Distributor to sell or otherwise distribute its own marketing and/or sales documents, training or lead generation tools, other goods of third parties or other services related to the PRUVIT business to other Distributors of PRUVIT.

(7)

Furthermore, the Distributor may also present the Goods at trade fairs and exhibitions with the written consent of PRUVIT.

(8)

The distributor must not give the impression in business dealings that he is acting on behalf or in the name of PRUVIT. Rather he is obliged to present himself as an "independent PRUVIT distributor". Internet homepages, letterheads, business cards, car lettering as well as advertisements, advertising material and the like must always show the addition "independent PRUVIT distributor" and may not contain the mark PRUVIT and/or the brands, work titles, business names and other marks of PRUVIT without prior express written consent. The distributor is further prohibited to apply for and take out loans in the name of PRUVIT for or in the interest or on behalf of the company, to make expenditures, to enter into obligations, to open bank accounts, to conclude other contracts or to make other binding declarations of intent. The distributor is neither granted a power of collection nor a power of attorney to represent PRUVIT towards third parties. Likewise, the distributor is not responsible for the fulfilment of the liability from a mediated business.

(a)

Special regulations for ITALY:
The distributor (Incaricato) must identify himself as an "Independent PRUVIT-Incaricato" for actions in Italy according to paragraph (8).

(9)

The distributor is not entitled in the course of business to use the trademarks of competing companies in a negative, derogatory or otherwise unlawful manner or to use negative, derogatory or otherwise unlawful valuations to entice away distributors of other companies.

(10)

All presentation, advertising, training and film material, product labels etc. (including photographs) of PRUVIT are protected by copyright. They may not be duplicated, distributed, made publicly accessible or processed by the distributor without the prior express written consent of PRUVIT neither in whole nor in part.

(11)

The use of the PRUVIT mark and/or the trademarks, work titles, product names and commercial designations and other marks of PRUVIT are not permitted beyond the use of the marketing materials provided by PRUVIT. This applies also to the registration of Internet domains. PRUVIT can demand that internet domains which use the name PRUVIT and/or the trademarks, work titles, product names and business designations and other marks of PRUVIT are deleted and/or transferred to PRUVIT. The pure takeover costs of the providers, but no other costs or a license or other compensation for the domain, will be taken over by PRUVIT in case of takeover. It is further prohibited to apply for own trademarks, work titles or other industrial property rights, which contain a possibly in another country/area registered or otherwise protected trademark, product name, work title or business names of PRUVIT. The aforementioned prohibition applies both to identical and similar signs or goods. Likewise it is forbidden to use in so-called search engine advertising (e.g. GoolgeAdWords), sponsored links advertising, internet advertising space marketing or comparable online advertising actions signs, brands, work titles or other property rights of PRUVIT. Finally prohibited, is also the refilling and/or repackaging of goods from PRUVIT.

(12)

A distributor may register again with PRUVIT after cancellation of his old position. Prerequisite is that the cancellation and the confirmation of the cancellation by PRUVIT for the old position of the distributor at least 6 months ago and the cancelling distributor has not performed any activities for PRUVIT during this time.

(13)

The distributor is not permitted to respond to press enquiries about PRUVIT, its goods, the PRUVIT compensation plan or other PRUVIT services. The Distributor is obliged to forward all press inquiries immediately to PRUVIT compliance@pruvithq.com

(14)

The Distributor undertakes - as far as possible - to ensure that the customer data obtained through sales performance is used exclusively within the scope of his activity for PRUVIT and in particular is not passed on and/or used to other third parties or for services of third parties.

(15)

The distributor may only advertise and distribute services for PRUVIT or acquire new distributors in those states which have been officially opened by PRUVIT. It is not allowed to act in a state as PRUVIT branch, importer or exporter or similar or to found corresponding business companies.

(16)

Distributors may not give gifts or other benefits to employees of PRUVIT, collect entrance fees for events without written consent of PRUVIT or offer other than the official PRUVIT marketing materials or merchandise at promotional events.

(17)

PRUVIT enables the distributor to purchase the goods for personal use or for the needs of family members. Under no circumstances may the Distributor, himself or his family members, induce other Distributors to purchase products in larger quantities for their own consumption that unreasonably exceed the personal use within a household. By placing a new order, the Distributor warrants that at least 70% of the previous order has been used for business purposes for product presentations and tastings and that no more than 30% of the stock from the last order is still in its warehouse. Notwithstanding the tax retention obligations, the Distributor must keep the relevant documents for a period of at least four years in order to prove compliance with the aforementioned 70% rule. Furthermore, the Distributor may not purchase more goods himself or through third parties than he can consume within one month upon reasonable assessment.

(a)

Special regulations for ITALY
Distributors (Incaricati) may only purchase PRUVIT goods for personal consumption, so that paragraph (17) sentences 1 - 2 are not applicable here insofar as they refer to family members and paragraph (17) sentences 3 - 5 are not applicable here in their entirety.

(18)

PRUVIT grants the Distributor the right, within 30 days of the conclusion of a contract of sale of Goods, to return the Goods to PRUVIT upon written request for a refund of the purchase price (less a handling fee of 20% of the purchase price). The return is at the expense and risk of the distributor. The goods must be in unused, defect-free and resalable condition and - if available - the best before date at the time of return is still at least 12 months and the goods are unopened. From the purchase price to be refunded, the return shipping costs incurred as well as the costs incurred in connection with the return shipment will be deducted. In addition, if the Distributor has received a commission on the returned purchase and this commission is refundable, the same commission will be deducted from the refunded purchase price. The refund will be made - as possible - in the same payment method as the previous payment by the Distributor.

(19)

The distributor is obliged to inspect the goods purchased from PRUVIT for defects upon acceptance. If the Distributor finds defects in the Goods, he has to inform PRUVIT immediately, at the latest within 5 working days from acceptance of the Goods, and provide photographs of the defective product. PRUVIT will then check the request. In case PRUVIT considers the notice of defect to be justified, PRUVIT will provide the Distributor with a return label, with which the Distributor can return the Goods to PRUVIT in original packaging and with packing slip within 30 days from the notice of defect. PRUVIT will replace the defective goods to the distributor.

(20)

The distributor will report the place, time and content of advertising events aimed at the general public to PRUVIT in good time before the invitation is published. PRUVIT can demand changes or even the abandonment of the event if this is necessary in the interest of the company and the PRUVIT sales organization with its members.

(21)

The use of chargeable telephone numbers to market the activity or products of PRUVIT is not permitted.

(22)

The Distributor is obliged to notify PRUVIT immediately and truthfully of any violations of the rules of the General Terms and Conditions and the PRUVIT Code of Conduct as well as all other provisions of the company.

(23)

(a)

The Distributor shall comply with applicable consumer protection laws and regulations (including the consumer's right to receive specific notices and the right to return products) granted to the consumer under applicable consumer protection laws.

(b)

When a Distributor makes a sale to a consumer, he must provide an official receipt from PRUVIT at or before the first sale and each subsequent sale. The Distributor must customize any provided receipt template with his personal information. If the consumer exercises his right to cancel the sale, the Distributor must follow the refund procedures described in this section.

(c)

The consumer should return all unused products to PRUVIT. The sales receipts contain the consumer protection rights provided by the applicable law for direct sales, including the right to cancel a sales receipt (without giving reasons) up to ten (10) days after receipt of a copy of the receipt or invoice by the consumer.

(24)

A distributor may only make purchases through its own bank account or credit or debit card. It is prohibited for a Distributor to make his bank account or his own credit or debit card available to other Distributors for purchases or other payments at PRUVIT.

(25)

(a)

The Distributor must inspect PRUVIT products and their packaging immediately upon receipt for damage, broken seals, signs of tampering or other product defects. If a product is faulty or damaged, the Distributor may not sell the product and must report the fault or damage to PRUVIT. The Distributor may return damaged or otherwise defective products within thirty (30) days of receipt and will receive a full refund or replacement.

(b)

The Distributor must follow all instructions given by PRUVIT regarding the proper care, storage and handling of PRUVIT products. In addition, the distributor must store all PRUVIT products in a dry place at room temperature and protected from direct sunlight. The Distributor should also regularly check the stock for products whose best before date has expired or will expire within 60 days and must not sell such products.

(26)

Special regulations for ITALY:

(a)

The Distributor (Incaricato) is prohibited from reselling PRUVIT Goods. All sales of goods, including invoicing, will be arranged directly by PRUVIT. PRUVIT levies the accruing VAT directly from the end customers on the basis of the purchase price of the Goods according to the legally applicable VAT rates. Above mentioned prohibition of resale also has the consequence that paragraphs (3), (5) and (6) are not applicable here, as far as they refer to the resale of goods and services and/or refer to the other purchase of goods, which exceeds the personal need.

(b)

The promotion of PRUVIT goods and services by them may only take place within Italy.

(27)

Specific rules for FRANCE

(a)

Distributors as VDI partners under French law may only present PRUVIT goods and services through personal contact, i.e. during personal meetings. The above also means that paragraphs (4), (5), (7) and (20) are not applicable here, unless they refer to a sales promotion during a personal meeting.

(b)

Purchases from distributors at PRUVIT in France are limited to 400.00 € including VAT per month.

§ 8 Non-competition clause / poaching

(1)

The Distributor is permitted to distribute goods and/or services for other companies, including marketing companies, party distribution companies or other direct distribution companies, even if they are competitors.

(2)

Notwithstanding the permission formulated in paragraph 1, the Distributor is not allowed to distribute products or services of other companies as well as advertising material and comparable content for the operation of the PRUVIT business to other PRUVIT Distributors.

(3)

Insofar as the Distributor is simultaneously active for several companies, including network marketing companies, party sales companies or other direct sales companies, he undertakes to structure the respective activity (in addition to his respective downline) in such a way that there is no connection or mixing with his activity for the other company. In particular the Distributor may not offer other than PRUVIT products at the same time at the same place or in the immediate vicinity or on the same internet page, Facebook page, other social media platform or internet platform or in the same webinar, video conference or other tele media services.

(4)

Furthermore, the distributor is expressly forbidden to entice away other PRUVIT distributors for the sale of other products not sold by PRUVIT.

(5)

The distributor is also prohibited from violating other distributors or other sales contracts which he has concluded with other companies and whose clauses still have effect by concluding a distributor contract.

(6)

Special regulations for ITALY PRUVIT reserves the right to claim damages from the Distributor (Incaricato) for breach of the obligations under paragraphs (2) - (5) under Art. 1382, para. 1 of the Italian Civil Code [Codice Civile].

§ 9 Secrecy

The Distributor shall maintain absolute secrecy about business and trade secrets of PRUVIT and about its structure. To the business and trade secrets and at the same time property rights of PRUVIT belong in particular also the information about the downline activities and placements as well as the downline genealogy and the information contained in it, the distributor, customer and contracting party data as well as the information about business relations of PRUVIT and its affiliated companies and other providers and suppliers. This obligation continues also after termination of the distributor contract.

§ 10 Distributor Protection / No Territorial Protection

(1)

To that active distributor, who acquires a new distributor for the first time for the sale of of PRUVIT products, the new distributor is assigned to its structure in accordance with the compensation plan and the placement requirements regulated there or separately (distributor protection), whereby the date and time of receipt of the registration application from the new distributor at PRUVIT is valid for the allocation. It is not possible to change the "placement position" of a directly or indirectly sponsored partner.

(2)

PRUVIT is entitled to delete all personal data including the e-mail address of a sponsored Distributor from its system if mailings, cover letters or e-mails with the endorsements "moved", "deceased", "not accepted", "unknown" or similar are returned, and the new recruited Distributor or the Sponsor does not correct the incorrect data of the newly recruited Distributor within a reasonable period of 14 days. If PRUVIT incurs costs due to the undeliverable advertising mail and packages, it is entitled to reclaim the costs, unless the faulty delivery was not caused by the distributor.

(3)

Furthermore, crossline sponsoring and any attempt to do so within the company is prohibited. Crossline sponsoring means the acquisition of a individual person or corporation or a partnership who is already a distributor of PRUVIT in another distribution channel or who had a distributor contract within the last 6 months. In this respect, it is also prohibited to use the name of the spouse, relationship, trade name, corporations, partnerships, trust companies or other third parties to circumvent this provision.

(4)

Bonus manipulations are prohibited. This includes in particular the sponsoring of distributors who actually do not carry out the PRUVIT business at all (so-called straw men), do not exist, as well as open or veiled multiple registrations. In this respect, it is also prohibited to use the name of the spouse, relationship, trade name, corporations, partnerships, trust companies or other third parties to circumvent this provision. It is also prohibited to induce distributors, customers or other third parties to sell or purchase goods in order to achieve a better position in the compensation plan, to manipulate the group bonus; to place new distributors and/or customers with other distributors or to otherwise manipulate the bonus.

(5)

The Distributor shall not be entitled to territorial protection.

§ 11 Warning, contractual penalty, damages, release from liability

(1)

In the event of a first breach of the obligations of the Distributor regulated in § 7, a written warning is issued by PRUVIT setting a deadline of 10 days to remedy the breach of obligations. The distributor undertakes to reimburse the warning costs, in particular the lawyer's fees incurred for the warning.

(2)

Explicitly reference is made to § 16 (2), to which PRUVIT is entitled to extraordinary termination without prior warning in the event of a breach of the duties regulated in §§ 8, 9 and 10 (3) and (4), 18 (3) and 19 as well as in the event of a particularly serious breach of the duties regulated in § 7, other applicable contractual or statutory law, but is also entitled to take the measures pursuant to § 11 (1) at its own discretion in the event of a first breach of duty. Notwithstanding the immediate, extraordinary right of termination regulated in § 16 (2), PRUVIT has the right in individual cases upon occurrence of one of the above-mentioned breaches of duty to issue a warning in the sense of paragraph (1) at its own free discretion before issuing the extraordinary notice of termination, also with a shortened period for rectification.

(3)

If, after expiry of the period set for remedy by the warning notice, the same or a similar breach occurs again or if the originally warned breach is not remedied, a contractual penalty at the discretion of PRUVIT and, in the event of a dispute, to be examined by the competent court shall be due immediately. For the assertion of the contractual penalty, further lawyer's fees are incurred, which the distributor is obliged to reimburse.

(4)

Notwithstanding the forfeited contractual penalty, the Distributor is also liable for all damages incurred by PRUVIT through a breach of duty by the Distributor, unless the Distributor is not responsible for the breach of duty.

(5)

The Distributor shall indemnify PRUVIT on first request from liability in the event of a claim by a third party due to a breach of one of the obligations under the contract or any other breach of the law by the Distributor. In particular, the distributor undertakes in this respect to take over all costs, in particular lawyer's fees, court fees and damages, which PRUVIT incurs in this connection.

§ 12 Adjustment of prices and commissions

PRUVIT reserves the right, in particular with regard to changes in the market situation and/or license structure, to change the prices to be paid by the distributor or the commission shares allocated to the services, the compensation plan or usage fees at the beginning of a new billing period. PRUVIT shall notify the Distributor of the change within a reasonable period prior to the change. Price increases of more than 5% or changes to the compensation plan at the expense of the Distributor give the Distributor the right to object to the change. If he does not object to the changed conditions within one month after notification, they become part of the contract. Changes known at the time of the conclusion of the distributor contract are not subject to notification and do not constitute a right of objection by the distributor. In case of an objection, PRUVIT is entitled to terminate the contract extraordinarily at the time when the changed or supplementary terms and conditions are to come into force.

§ 13 Advertising media, grants

All free advertising material and other benefits from PRUVIT can be revoked at any time with effect for the future.

§ 14 Remuneration, commissions and settlement

(1)

As remuneration for a successful placement and his activity, the Distributor shall receive commissions and bonuses upon attainment of required qualifications, which, including the respective qualification requirements, result from the PRUVIT compensation plan. All commission claims result from the respectively valid compensation plan, which the Distributor may get in his back office and which can be viewed in the back office. With the payment of the remuneration all costs of the distributor for the maintenance and execution of his business, as far as not separately contractually agreed upon, are covered.

(a)

Specific regulations for ITALY for the purpose of transparency
The commission to be paid to the Distributor (Incaricati) is calculated on the basis of the specific sales contract (and here the net sales price is used as the basis for calculating the commission), which was concluded, accepted and fulfilled between PRUVIT and the end customer promoted by the Distributor (Incaricati).

(2)

A successful brokerage in the sense of (1) of this contract is only deemed to exist if the contractual relationship between the Customer and PRUVIT has been effectively established. Furthermore, a claim for remuneration arises only when the payment from the Customer is credited to the account of PRUVIT and all other conditions for payment are fulfilled.

(3)

In particular, a claim for commission shall not arise if

a.)

the customer makes use of his right of withdrawal,

b.)

the contract is contested by the customer in a legally effective manner,

c.)

the customer order has come into existence unlawfully,

d.)

PRUVIT refuses to accept the contract,

e.)

incorrect incomplete sales orders were submitted.

In addition, in cases of fraudulent mediation, either through fraudulent or abusive measures of the customer, the distributor or his vicarious agents, no commission claim arises.

(4)

PRUVIT reserves the right, to prove identity of the distributor - or in the case of corporations or partnerships those of the acting person(s) - by uploading a copy of the identity card, passport or driver's license in the back office of PRUVIT, before the first payment of commissions to the distributor. In the case of corporations or partnerships or registered trading individuals PRUVIT reserves the right to additionally ask for a copy of the current extract from the commercial register (not older than one month).

(5)

The distributor will be initially listed as a small business entrepreneur with PRUVIT. He will inform PRUVIT immediately by communicating his tax number and by submitting a confirmation of the tax office responsible for him as soon as he opts for the payment of value added tax (VAT) within the scope of his commercial activity or exceeds the small business limits.

(a)

Special regulation for ITALY
Article 3 of Law No 173/2005 [Legge N. 173/2005] states that the activity of a distributor (incaricato) is to be considered "occasional", if the annual income derived from this activity does not exceed EUR 5,000.00 net.

The "occasional" basis of the activity as a distributor (incaricato) implies that all remuneration paid to the distributor (incaricato) by PRUVIT is not subject to VAT. If the annual income of the Distributor (Incaricato) exceeds EUR 5,000.00 net, the Distributor must immediately obtain a VAT number from the relevant tax authority. As soon as the distributor (Incaricato) has been allocated a VAT number, his activity is considered "habitual".

The distributor (Incaricato) then undertakes to inform PRUVIT immediately about the closure of its VAT position/blocking of its VAT number. The same applies to changes regarding his VAT position/ VAT number. In case of closing of the mentioned VAT position/blocking of the VAT number this automatically leads to the termination of the activity as a distribution partner (Incaricato) for PRUVIT, if the annual income exceeds the amount of EUR 5,000.00 net; and PRUVIT will terminate the contract with the distribution partner (Incaricato) extraordinarily. In addition, if the annual income exceeds EUR 5,000.00 net, the Distributor (Incaricato) shall, within 30 (thirty) days, register with Gestione Separata I.N.P.S. [INPS Special Administration] and notify PRUVIT of the registration including all relevant data, including the amount of social security contributions to be paid.

If the Distributor (Incaricato) carries out a "door-to-door homesales" activity for another company, he/she is obliged to immediately report the activity, including the annual gross income, as soon as he/she has the relevant information.

(6)

Commissions of the distributor are credited weekly and paid out at the end of the following month and can, unless a different account has been expressly accepted separately in writing by PRUVIT, only be paid out to accounts which are in his name or in the name of a partnership or a corporation which has a contractual relationship with PRUVIT. Payments to third-party accounts or to third-party bank accounts cannot be made.

(7)

The contracting parties agree that no claims to a higher commission than that on which this contract is based on do exist or can be asserted. The commission shall cover all claims of the distributor, in particular all travel costs, expenses, office costs, telephone costs or other expenses for advertising material, as well as all other costs in connection with the performance of the contract. With the payment of the remuneration according to (1) all services of the distributor are furthermore compensated, in particular also for the production and care of the distributor stock, the customer base as well as the resulting future market potential and exist in the sense of an advance payment for this, so that in case of termination of the contract, by whichever party for whatever reason, no compensation and/or compensation claims for whatever legal reason are to be paid by PRUVIT. Reference is expressly made to § 16 (5).

(8)

PRUVIT is entitled to assert a right of retention within the scope of the statutory provisions. Furthermore, PRUVIT is entitled to assert a right of retention to the payment of commissions in case not all contractually or legally required documents are not provided e before the first payment. In the event of the exercise of the right of retention of commission payments on the part of PRUVIT, it is agreed that the distributor is not entitled to interest for the period of the retention of commission.

(9)

PRUVIT is entitled to set off claims, which PRUVIT is entitled to against the distributor , e.g. due to product returns, cancellations, customer objections pp., with the latter's commission claims in whole or in part, whereby the set-off is usually made in the month of the back posting due to the product returns, cancellations, customer objections.

(10)

Assignments and pledging of claims of the distributor arising out this distributor contract are excluded, as far as this is not contrary to mandatory law. The encumbrance of the contract with rights of third parties is not permitted, as far as this does not contradict the mandatory law.

(11)

The Distributor shall check the issued statements of account as soon as possible and notify PRUVIT immediately of any objections. All commission claims result from the respectively valid remuneration plan, which the distributor can call up in his back office and which can be viewed in the back office. Faulty commissions, bonuses or other payment are to be communicated to PRUVIT in writing within 60 days starting from reservation of the incorrect payment. After this time the commissions, bonuses or other payment are considered as approved.

(12)

The commissions are paid out monthly at the request of the distributor , taking into account PRUVIT payment modalities and payment methods. PRUVIT reserves the right to transfer commissions only from a total amount of 25.00 €. In the event that the minimum payout amount is not reached, the commission claims will be continued on the business account held by PRUVIT for the distributor and paid out to the distributor in the month following the minimum payout amount.

§ 15 Blocking of the Distributor

(1)

In the event the Distributor does not provide the requested evidence within 30 days of becoming aware of the requirements for payment of remuneration or commission advances or other payment, PRUVIT is entitled to temporarily block the Distributor in the PRUVIT system until the required records/documents have been provided. The period of a blockage does not entitle the distributor to extraordinary termination and does not cause a claim for repayment of the already paid starter set or any other claim for damages, unless the distributor is not responsible for the blockage.

(2)

For each case of reminder of documents not submitted etc. in the sense of (1) after pronouncement of the block PRUVIT is entitled to reimbursement of the costs necessary for this reminder.

(3)

Remunerations or commission advances or other payments, which cannot be paid out due to the reasons mentioned above, are booked by PRUVIT as a non-interest-bearing reserve and become time-barred at the latest within the statutory limitation periods.

(4)

Irrespective of the reasons for blocking mentioned in paragraph (1), PRUVIT reserves the right to block the account for important reason. PRUVIT reserves in particular the right to block the access of the distributor to the back office and other system of PRUVIT without notice if the distributor violates the obligations set out in §§ 7 - 9 and § 10 paragraphs 3 and 4, or any other applicable law. The blockage remains in force until the breach of duty has been remedied following a corresponding warning from PRUVIT. If it is a serious breach of duty, which leads to the extraordinary termination of the contractual relationship, the blockage remains permanently in force.

§ 16 Duration of contract, termination of contract

(1)

The contract is agreed for an indefinite period and can be terminated at any time within one month to the end of the month. Irrespective of the contract term in sentence 1, the Distributors shall pay their annual service fee in the sense of § 6 (2) to PRUVIT before the end of the annual period, whereby the fee shall be debited from the credit account of the Distributor 30 days before the end of the contract, subject to appropriate coverage, with which the Distributor expressly agrees. If the distributor does not pay the aforementioned fee within 60 days after the due date of the Service Fee and/or no debit from the credit account is possible, the contract will be terminated by PRUVIT 30 days after sending another written reminder with payment term 30 days without further notice at that time.

(2)

Irrespective of the reason for termination in (1), both parties have the right to terminate the distribution partner agreement for good cause. An important reason for termination by PRUVIT is also a violation of one of the obligations regulated in § 7 with which a distributor does not fulfil its obligation to remedy the violation in the sense of § 11 paragraph (1) in due time or if the same or a comparable violation occurs again at a later point in time after the remedy of the violation. In the event of a breach of the obligations regulated in §§ 8, 9 and 10 (3) and (4), 18 (2) or 19 as well as in the event of a particularly serious breach of the contractual or statutory law applicable in § 7 or otherwise, PRUVIT is entitled to extraordinary termination without prior warning. Furthermore, a reason for extraordinary termination exists for each party if insolvency proceedings have been opened against the other party, or the opening has been rejected due to lack of assets, or the other party is otherwise insolvent, or has made an affidavit in lieu of an oath of insolvency in the course of the execution. The right to extraordinary termination shall be without prejudice to further claims.

(a)

Special regulations for ITALY
PRUVIT is also entitled to an extraordinary right of termination with respect to the Distributor (Incaricato) if the Distributor (Incaricato) is no longer in possession of the "honorability" requirements referred to in Art. 71 of Legislative Decree No. 59/2010 [Decreto Legislativo n. 59/2010] or in the event of closure of the VAT position/blocking of the VAT number referred to in Section 14, paragraph (5) (a).

(3)

PRUVIT also has the right to terminate the contract of the Distributor on an extraordinary basis if the Distributor has not taken the necessary actions as defined in § 14 (4) no later than 6 months after registration. PRUVIT will, however, 15 days prior to deletion of the account announce the imminent deletion to the Reseller by e-mail (to the e-mail address stored in the system) or in his BackOffice, so that the Reseller has the opportunity to take the necessary actions within this period of 15 days.

(4)

After the termination of a contract by ordinary notice, a new contract can be concluded after a period of at least 6 months. In the event of termination of the contract by transfer of the structure in accordance with § 18 (3), registration under the previous structure/organization is no longer possible.

(5)

Upon termination of the Agreement, the Distributor shall no longer be entitled to commission. This does not apply to contracts already successfully brokered at this time. The claim to these commissions remains unaffected. Furthermore, upon termination of the contract, the distributor is not entitled to any commercial agent compensation claim, since the distributor is not a commercial agent in the sense of the German Commercial Code (Handelsgesetzbuch) according to § 4 (1).

(6)

Notices of termination will only be accepted in written form, whereby an ordinary notice of termination can also be sent by e-mail, provided that it contains the name, address and ID number of the distributor.

(7)

If a distributor at the same time claims other services from PRUVIT independent of the distributor contract, these services remain unaffected by the termination of the distributor contract unless the distributor expressly demands their termination with the termination. If the distributor continues to purchase services from PRUVIT after the termination of the contract, he will be treated as a regular end customer as far and if possible.

(8)

In the event of premature termination of a contract with a minimum term, there is no entitlement to a refund of the costs for the activation or service fee, unless the Distributor has effectively terminated the contract extraordinarily for an important reason.

§ 17 Data protection obligations of the distributor

It is forbidden for the distributor to pass on, store or use the personal or customer-specific data of the end customers that become known to him to third parties beyond the contractual rights and/or specifications.

§ 18 Transfer of the business operations/sponsored structure to third parties / Death of the Distributor

(1)

PRUVIT may transfer its business operations in whole or in part or individual assets to third parties at any time, provided the purchaser complies with the applicable law.

(2)

If a new corporation or partnership registered as a distribution partner wishes to take in a new partner, this is possible up to a transfer of 20% of the company shares, provided that the previous partner(s) who applied for the contractual partnership also remain partners. If a partner wishes to withdraw from the corporation or partnership registered as a distribution partner or if the shares of one or more partners are to be transferred to third parties in an amount of more than 20 %, this action is only permitted upon written application, if necessary upon presentation of the relevant notarial deed and in accordance with the provisions of this contract, and only with prior written consent, which is at PRUVIT's discretion. PRUVIT charges an administrative fee of 25.00 € for the processing of the aforementioned application. If this requirement is not complied with, PRUVIT reserves the right of extraordinary termination of the contract of the corporation or partnership registered as distributor.

(3)

The distributor is, provided that he is active in the sense of the compensation plan, entitled to transfer his sales structure after prior written consent by PRUVIT and the presentation of the concluded purchase and/or transfer contract with the third party, as well as the presentation of the distributor application of the third party to PRUVIT, unless PRUVIT has made use of its right of first refusal. The transfer of the sales structure is only possible to persons who are not distributors of PRUVIT at the time of the transfer, who were not in the past 6 months and who have not been extraordinarily terminated as distributors by PRUVIT. For distributors of PRUVIT, however, a transfer or purchase of a sales structure is not allowed. The approval by PRUVIT, even if it does not exercise its right of first refusal, is otherwise at their free entrepreneurial discretion. The distributor is obliged to notify PRUVIT in writing of the intended transfer of his sales structure. PRUVIT has one month after receipt of the written notifications to make use of its right of first refusal. If this does not happen, the transfer is permitted after the agreement of PRUVIT. A sale is only possible in an uncancelled relationship. In the event of termination without notice or a breach of these General Terms and Conditions of Contract the right of the distributor to sell his own sales organization shall lapse as well as in the event that the selling distributor still owes PRUVIT money, he is insolvent or otherwise insolvent or there is a seizure of his assets. If a corporation or partnership is registered as a distributor , a transfer of the sales structure is only permitted if the further requirements of this contract are met. PRUVIT will charge a processing fee of € 25.00 for the transfer of the sales structure. An advertisement of the sale of the sales structure is neither in the offline media nor online (also not in the social media channels) permissible.

(4)

The Distributor Agreement ends at the latest upon the death of the Distributor. The distributor contract can be inherited in compliance with the legal requirements. A new distribution partner contract must be concluded with the heir(s) within 6 months of the death, by which he/she enters into the rights and obligations of the testator. If the heir or one of the heirs is already registered as a individual person with PRUVIT as a distribution partner, since only one position in the marketing plan may be assigned per natural person, the heir must give up his previous position in the distribution structure of PRUVIT or, if the conditions of § 18 (3) are fulfilled, he must transfer one of the two future distribution structures to a third party in accordance with § 18 (3). The death must be documented by a death certificate. If there is a will concerning the inheritance of the distribution partner contract, a notarized copy of the will must be submitted. After the six-month period has expired unused, all rights and obligations under the contract are transferred to PRUVIT. Exceptionally, the six-month period is extended by a reasonable length, if in individual cases it is disproportionately short for the heir(s).

(5)

In the event that a Distributor wishes to carry out its activities in the future under a different name, through a corporation, partnership, as a married couple, as a registered partnership or from other formation in the future under a different designation, this is only possible upon application, whereby PRUVIT is entitled at its free discretion to reject the application.

§ 19 Separation / Dissolution

In the event that a Distributor registered as a married couple/registered partnership, corporation or partnership terminates his or her company internally, it shall apply that even after the separation, dissolution or other termination, one of the aforementioned companies shall only retain one Distributor position. The separating spouses/members/partners have to agree internally by which spouse(s)/member(s) the contractual partnership is to be continued and to notify PRUVIT of this by a written notification signed by both parties and certified by a notary public or by presentation of a corresponding court order. In the event of an internal dispute about the consequences of separation, divorce, dissolution or other termination in relation to the contractual partnership at PRUVIT, PRUVIT reserves the right of extraordinary termination, if such a dispute leads to a neglect of the obligations of the Distributor, to a breach of these General Terms and Conditions, to a violation of applicable law or to an unreasonable burden on the down- or upline.

§ 20 Consent to use photographic and audiovisual material, use of recordings of materials and presentations

It is forbidden for the distributor to pass on, store or use the personal or customer-specific data of the end customers that become known to him to third parties beyond the contractual rights and/or specifications.

(1)

The Distributor grants PRUVIT free of charge the right to record or perform photographic and/or audiovisual material with his portrait, voice recordings or statements and quotations from him in the context of his function as a Distributor. In this respect, the distributor agrees by transmission of the distributor application and the knowledge of these General Contract Terms and Conditions expressly in a publication, use, reproduction and modification of his quotations, recordings or recordings.

(2)

The Distributor is not permitted to make audio, video or other recordings of events sponsored by PRUVIT, telephone conferences, speeches or meetings for the purpose of sales or for personal or business use. A distributor may furthermore not record, make or compile audio or video presentations or recordings of PRUVIT events, speeches, telephone conferences or meetings without the prior written consent of PRUVIT.

§ 21 Data protection provisions

(1)

In the following, you will find the data protection regulations for distributors of PRUVIT. Responsible body in the sense of EU data protection law is:

TLC24 s.r.o.
Na Pankráci 1724/129
140 00Prague
Czech Republic
e-mail: datacompliance@pruvithq.com

(2)

In the following, you will find the data protection regulations for distributors of PRUVIT. Responsible body in the sense of EU data protection law is:

Rolf Van Atten
Na Pankráci 1724/129
140 00Prague
Czech Republic
e-mail: datacompliance@pruvithq.com

(3)

(3) We commit ourselves as the responsible body according to the data protection regulations to protect your personal data and to treat them confidentially. The collection, storage, modification, transmission, blocking, deletion and use of your personal data is based on the applicable legal provisions, in particular the Basic Data Protection Regulation (DSGVO). We have taken technical and organizational measures to ensure that the regulations on data protection are observed both by us and by our external service providers.

(4)

(4) We store your personal data for as long as it is necessary to achieve the respective purpose of the processing or the storage is subject to a legal retention period. We store data that we process on the basis of your consent until you revoke your consent. We store data that we process in order to execute a contract with you for as long as the contractual relationship exists and, if necessary, beyond that if legal retention periods oblige us to do so. Data that we process on the basis of our legitimate interests will be stored as long as your interest in deleting the data does not outweigh our own.

(5)

(5) For the conclusion of a contract as a distribution partner we need the following personal data from you:

Title, surname, first name, address, company if applicable, date of birth, e-mail address, telephone number, VAT ID number, bank and transfer data. This information is necessary for the establishment and execution of the contract as a distribution partner. The legal basis for processing this data is Art. 6 para. 1 sentence 1 lit. b DSGVO.

In addition, PRUVIT is legally obliged within the framework of the "Know Your Customer" (KYC) procedure for the purpose of money laundering prevention to identify future distributors before the conclusion of a distributor contract within the framework of a legitimation check (so-called "KYC check"). The following personal data are processed within the scope of the check: Title, first name, surname. Address, nationality, place of birth, date of birth. The basis for this data processing is Art. 6 para. 1 sentence 1 lit. c DSGVO.

(6)

(6) As a distributor, you have access to the BackOffice. In this BackOffice you will receive an overview of the orders that have been initiated by you. For this purpose, the following information about the persons who have initiated the order is displayed:
Status (customer/distributor), last name, first name, e-mail, net value of the previous month's orders, number of team members, time of last online activity. This information is required for the calculation and traceability of commission claims. The legal basis for the processing of this data is Art. 6 para. 1 sentence 1 lit. b DSGVO.

You can also see a team overview in the BackOffice. There you will receive information about the independent distributors in your downline that you have recruited. The following information is displayed:
Status (customer/distributor), last name, first name, net value of the previous month's orders, number of team members, time of last online activity. This information is necessary for the calculation and traceability of commission claims. The legal basis for the processing of this data is Art. 6 para. 1 sentence 1 lit. b DSGVO.

(7)

We require the following data to process the commission payments: Title, surname, first name, address, bank details. This information is required for the calculation and traceability of commission entitlements. The legal basis for processing this data is Art. 6 para. 1 sentence 1 lit. b DSGVO.

(8)

(8) We will only pass on your personal data to third parties to the extent that this is necessary to implement the contract or to protect our legitimate interests. We also use external service providers (contract processors) for the execution of the contract. Separate commissioned data processing contracts have been concluded with these service providers to ensure the protection of your personal data. In addition, third parties who are not contract processors of PRUVIT, are themselves obliged as their own responsible persons in the sense of the data protection law to process the data of the distributors in accordance with the DSGVO and other applicable data protection regulations.

(a)

To calculate the differential commission of the Independent Distributors from your Up-Line, the above information about your orders as well as your team overview will also be displayed to the Distributors in whose Down-Line you are. For this purpose the distributors from your Up-Line will receive the following information: Status (customer/distributor), last name, first name, e-mail, net value of the previous month's orders, number of team members, time of last online activity. This information is necessary for the calculation and traceability of the difference commission of your Up-Line. The legal basis for the processing of this data is Art. 6 para. 1 sentence 1 lit. b DSGVO.

(b)

To execute the delivery, the first name, surname, address, e-mail address and telephone number of the Distributor will be forwarded to shipping companies to execute the delivery.

(c)

For the purpose of payment processing, the payment data of the Distributor, namely first name, surname, address, e-mail address, telephone number, date of birth, IBAN, BIC will be forwarded to credit institutions or payment intermediaries.

(d)

In order to process our accounting, we pass on personal data, namely first name, surname, address, e-mail address and telephone number of the distributors in connection with customer orders as well as commission settlements, to our external accounting service provider.

(e)

The data transfer to the service providers mentioned under 8 b) - d) is carried out for the purpose of implementing the contractual relationship with you as a distributor, as well as to protect our legitimate interests. The legal basis for this data processing is Art. 6 para. 1 sentence 1 lit. b and lit. f DSGVO.

(9)

PRUVIT is obliged by commercial and tax law to store the address and payment data of the distributors for a period of up to ten years. However, after two years PRUVIT will restrict the processing, i.e.  h. The data of the distributor will only be used to comply with the legal obligations. Legal basis for this storage is Art. 6 para. 1 sentence 1 lit. c DSGVO. In addition, the data of the distributor will be deleted with the complete processing of the contract, which includes the complete payment of the agreed fees.

(10)

As a data subject, the distributor has the right to

-Information on the processing of his data
-correction or deletion of his data
-restriction of processing
-objection to processing
-Data transferability
-withdrawal of any consent he may have given with effect for the future
-complaint to a data protection supervisory authority;

A list of all supervisory authorities can be found here: https://www.bfdi.bund.de/DE/Infothek/Anschriften_Links/anschriften_links-node.html

To assert his rights the distributor can contact PRUVIT (see address at the beginning of the data protection declaration) or the data protection officer of PRUVIT.

§ 22 Exclusion of liability

(1)

PRUVIT is only liable for other than by injury of life, body and health arising damages, as far as these are based on intentional or grossly negligent action or culpable breach of an essential contractual obligation (e.g. payment of the commission) by PRUVIT, its employees or agents. This also applies to damages from the violation of obligations in contract negotiations as well as from the execution of unauthorized actions. Any further liability for damages is excluded.

(2)

Except in the case of injury to life, limb or health or willful or grossly negligent conduct by PRUVIT, its employees or agents, liability is limited to typically foreseeable damages at the time of conclusion of the contract and otherwise to the amount of average damages typical for the contract. This also applies to indirect damages, in particular lost profits.

(3)

PRUVIT is not liable for damages, of whatever nature, caused by loss of data on the servers, except in case of gross negligence or willful misconduct of PRUVIT, its employees or agents.

(4)

Contents of the distributor secured by PRUVIT are for PRUVIT external information in the sense of the telemedia law and/or other applicable law.

§ 23 Inclusion of the compensation plan and the product price list

(1)

The PRUVIT compensation plan as well as the product price list and the specifications contained therein are also expressly part of the Distributor Agreement. The Distributor must always comply with these specifications in accordance with the currently valid version.

(2)

By sending the application to PRUVIT for the conclusion of a distribution partnership the Distributor assures at the same time that he has taken note of the PRUVIT compensation plan and the product price list and accepts them as an integral part of the contract.

§ 24 Limitation period

(1)

All claims arising from this contractual relationship shall become statute-barred for both parties within 6 months, insofar as this is legally permissible. The period of limitation begins with the due date of the claim or at the time, the claim arises or is recognizable. Legal regulations, which mandatorily provide for a longer limitation period, remain unaffected.

§ 25 Reimbursement Guidelines

(a)

PRUVIT Retail customers

(i)

If for any reason you are not satisfied with a PRUVIT product within the first thirty (30) days of the date of purchase, you may contact support@PRUVIThq.com to return unused products and receive a full refund of the purchase amount, less shipping and handling charges. After thirty (30) days and up to ninety (90) days after purchase, you may contact support@pruvithq.com to return the remaining saleable portion of the product for a full refund of the saleable portion, less any applicable shipping and handling charges. As PRUVIT cannot guarantee the quality of PRUVIT products sold by non-distributors to consumers, PRUVIT's refund policy is not available for products that consumers buy from anyone other than a distributor or PRUVIT itself, or that are bought in an unauthorized channel.

(ii)

Properly returned products, which were purchased in whole or in part with PRUVIT Bucks, will be refunded PRUVIT Bucks proportionally to the customer account. PRUVIT Bucks are not redeemable for cash.

(b)

PRUVIT Distributors

(i)

If you are not satisfied with the product within the first thirty (30) days of the original purchase, you must contact support@pruvithq.com to return the unused portion of the product for a full refund, less shipping and handling charges. Your Promoter Account will then be suspended for six (6) months.

(ii)

Between thirty (30) and ninety (90) days, if you are not 100% satisfied with our products or are unable to sell them, you may return them for a refund if the products are in resalable* condition. (*Resalable condition means in sealed, closed cartons with the packaging intact). The refund is 70% of the original price for all returned products. Any shipping and handling charges will not be refunded.

(iii)

If you receive a product that is damaged or otherwise defective, you may return the product within thirty (30) days of receipt for a full refund or a replacement product.

(iv)

Duly returned products that were purchased in whole or in part with PRUVIT Bucks will be refunded PRUVIT Bucks pro rata to the account of the organizer. PRUVIT Bucks are not redeemable for cash.

(c)

Terminating PRUVIT distribution partners

(i)

If a Terminating Distributor has purchased Products, PRUVIT will provide a refund or credit for all Products purchased by the Terminating Distributor provided that (i) the Products are unopened and are returned to PRUVIT within twenty (20) days from the date of termination

(ii)

the cancelling Distributor provides evidence of the purchase of the products

(iii)

the Products were purchased within 12 months prior to the date of termination; and

(iv)

the products are undamaged, current and resalable, A ten percent (10%) processing fee will be charged for refunds. Shipping costs are not refundable.

(d)

Problems with shipping

(i)

If you do not report a problem of your order to support@pruvithq.com within thirty (30) days of the advised delivery date, including, but not limited to, product not received, improper sealing, container damage, quality of internal product and/or receipt of an incorrect product, no refunds or exchanges will be given.

(e)

All purchases are calculated and refunded in U.S. dollars. All returns, refunds and exchanges will also be refunded or exchanged in U.S. dollars, except for PRUVIT bucks, which cannot be exchanged for cash. PRUVIT Ventures, Inc. is not responsible for fluctuating exchange rates.

(f)

Return process

All returns must follow those instructions:

(i)

Request a Return Material Authorization ("RMA") by contacting support@pruvithq.com and submitting a Return Material Authorization Request.

(ii)

Send the items to the address provided by PRUVIT customer service when you received your RMA.

(iii)

Provide a copy of the sales receipt or invoice along with the returned products or services. This invoice must refer to the RMA and state the reason for the return.

(iv)

Return the product in the original manufacturer's packaging exactly as it was delivered.

(v)

All returns must be sent postage paid to PRUVIT as PRUVIT does not accept carriage forward parcels. PRUVIT recommends that returned products are shipped by UPS or FedEx, which includes tracking and insurance information, as the risk of loss or damage during the shipping process of the returned product is borne solely by the customer or the distributor. If the returned product is not received at the address specified in the RMA, the consumer or distributor is responsible for tracking the shipment of the product and no credit will be issued until the product is received.

(vi)

The return of products with a value of 500, -- US $ or more, together with a request for a refund within one (1) calendar year by a Distributor may constitute grounds for termination.

§ Section 27 Applicable law/place of jurisdiction

(1)

The law of the registered office of PRUVIT shall apply, excluding the UN Convention on Contracts for the International Sale of Goods. Mandatory legal provisions of the state in which the distributor has his habitual residence remain unaffected.

(2)

If the Distributor is a merchant, a corporation under public law or a special fund under public law or has no general place of jurisdiction or moves its place of residence abroad after conclusion of the contract or its place of residence is unknown at the time of the commencement of legal proceedings, the place of jurisdiction and the place of performance shall be the registered office of PRUVIT.

§ Section 28 Final provisions

(1)

PRUVIT is entitled to amend this contract, these General Terms and Conditions and/or the compensation plan or the product price list if this is necessary for economic reasons or legal changes. PRUVIT will announce changes with a period of notice of 30 days before the change comes into effect with concrete designation of the future contract amendment via e-mail or in the back office of the distributor. The distributor has the right to object to the change or to terminate the contract in text form without observing a period of notice before the change comes into effect. In case of objection PRUVIT is entitled to terminate the contract in due form. If the distributor does not terminate the contract or does not object to the change until the change comes into force, the changes will come into force from the point in time stated in the change announcement. PRUVIT is obliged to inform the Distributor in the change notification about the meaning to not state anything.

(2)

Amendments or supplements to these General Terms and Conditions must be made in writing. This also applies to the cancellation of the requirement of the written form.

(3)

If these General Terms and Conditions are translated into another language and there are contradictions in any provision between the German and the translated version of the General Terms and Conditions, the German version shall prevail.

(4)

In the event of invalidity or incompleteness of a clause of these General Terms and Conditions, the entire contract shall not be invalid. Rather, the invalid clause shall be replaced by one that is effective and comes closest to the economic purpose of the invalid clause. The same shall apply to the closing of a regulatory loophole requiring regulation.




Status of Terms and Conditions: May 30th 2020

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