On behalf of Mibex Funds Limited ("mibex funds"), we welcome you as a new sales associater ("Independent affiliate") and wish you every possible success in your role as an independent Independent affiliate of Mibex Funds. And most of all – that you have fun selling our products. Here at Mibex Funds, our primary purpose and goal is to provide an atmosphere dedicated to: (a) consumer-friendliness, (b) safety, (c) professionalism, and (d) a fair dealings with one another in the general environment of network marketing; and of course, while complying with the laws both foreign and domestic. For that reason, we would like you to read the following Terms and Conditions very carefully and to make these guidelines the guiding principles for your daily work.RULES FOR DEALING WITH INVESTORS
Our Independent affiliates advise our customers honestly and decently and clarify any misunderstandings related to the products, business opportunities or other messages during a consultation.
The customer may request not to have a sales discussion, to postpone the discussion, or to amicably end a discussion that has been begun.
During a customer meeting, the Independent affiliate will communicate all points relating to the goods (e.g. intended use, composition, use), or also the sales opportunity, if the customer so wishes, to the consumer.
All information relating to the goods must be comprehensive and truthful.
A Independent affiliate may not make any claims relating to the qualities of the software if these have not been approved by Mibex Funds, nor must he depict the product in an unauthorized manner.
The consumer will not be induced to buy products through dubious and/or misleading promises or equally through promises of special benefits if these benefits are coupled to uncertain future success.
A Independent affiliate may not make any reference to his/her remuneration or potential remuneration of other Independent affiliates. Further, a Independent affiliate may not guarantee any specific remuneration or create false expectations.
A Independent affiliate may not claim that the remuneration plan or the products of Mibex Funds have been approved, authorized, or are supported by a state authority.
Independent affiliates shall always deal fairly and respectfully with one another. The foregoing also applies to dealings with Independent affiliates from other network-marketing companies.
New Independent affiliates will be truthfully about their rights and obligations. No information on potential revenues and earnings opportunities must be given.
No verbal assurances on Mibex Funds products and services must be made.
Independent affiliates are not permitted to headhunt independent affiliates from other companies. Further, Independent affiliates are not permitted to persuade other Independent affiliates to change sponsor within Mibex Funds.
The obligations under clauses 7-10 of the following General Terms and Conditions for Independent affiliates are simultaneously deemed ethical rules and must be complied with at all times.
The Independent affiliates of Mibex Fundswill conduct themselves fairly and honestly towards other companies in the network-marketing or social-selling field.
There will be no systematic headhunting of independent affiliates from other companies.
Condescending, misleading or unfairly comparative statements about the products or sales systems of other companies are prohibited.
Bearing these rules in mind, we would now like to familiarize you with the General Terms and Conditions for Independent affiliates of Mibex Funds.
SCOPE OF APPLICATION
The following terms and conditions apply to all Independent affiliates in their represetive capacities as autonomous and independent affiliates of Mibex Funds. Mibex Fundswill provide its services exclusively on the basis of these General Terms and Conditions.
SUBJECT MATTER OF THE AGREEMENT, PACKAGE OF FEATURES, AND ADDITIONAL SERVICES
(1) Mibex Funds is a software company that develops high-end software-based products for use in the financial, money, and currency market and further operates blockchain-based server farms for mining established and recognized tradeable information units ("Bitcoins"). Within this business model, Mibex Funds provides its customers with server capacity within a temporally flexible usage license for a fee. Mibex Funds further provides high-quality software products for the above purposes for a fee (these products and services, which are described in detail in the following, are referred to as products for reasons of simplicity). Express reference is made to the fact that Mibex Funds does not directly or indirectly sell or otherwise distribute or act as a broker and/or broker dealer for any cryptocoins, commodities, bonds, stocks, stock indicies, on behalf of itself or via third parties. FURTHER, MIBEX FUNDSDOES NOT PROVIDE FINANCIAL ADVICE AND IS NOT IN THE BUSINESS OF TRANSACTING TRADES.
(2) Without being obliged to do so, the Independent affiliate has the opportunity to sell Mibex Funds products that it may choose freely such that this barter of Mibex Funds software products forms the basis of a Independent affiliate's business. The Independent affiliate shall receive a corresponding commission for his role as a Independent affiliate. There is no obligation for the Independent affiliate to effect financial expenditure, purchase a minimum amount of products from Mibex Funds, or for the Independent affiliate to acquire further Independent affiliates for this activity. The only obligation is the free-of-charge registration. Additionally, there is a further opportunity, with no obligation, to acquire further Independent affiliates to sell the Mibex Fundsproducts and to receive a commission on the products sold by the acquired Independent affiliate. The Independent affiliate will expressly not receive any commission for the mere acquisition of a new Independent affiliate. The commission and the manner in which any monies are paid out or the claim to commission is otherwise satisfied will be based on the remuneration plan valid at the specific point in time.
(3) Mibex Funds shall provide to Independent affiliate an Online Back Office ("Back Office") at no charge that enables the Independent affiliate to have an up-to-date and comprehensive overview of his revenues, commissions, and downline developments. Additionally, and without there being an obligation to do so, the Independent affiliate may acquire different marketing systems such as a personalized Internet presence by way of a separate agreement. The Independent affiliate can find information about content and pricing of the individual and personalized Internet presence in his Back Office.
GENERAL PRECONDITIONS FOR CONCLUDING AGREEMENTS
(1) Agreements may be entered into with legal entities, partnerships, or natural persons who or whose representatives are 18 or over and entrepreneurs as defined under applicable law. Agreements may not be entered into with investors.
(2) If a legal entity or a partnership (legal form such as GBR, OHG, KG) submits an application to become a Independent affiliate, the corresponding extract of the commercial register pertaining to registration, if available for a partnership, as well as the VAT ID must be presented. All parties within the legal entity or partnership must be 18 or older and will be personally liable to Mibex Funds for the conduct of the legal entity.
(3) If online order or application forms are used, these shall apply as a component of the agreement.
(4)) The agreement may only be entered into online via the Mibex Funds website and corresponding e-mail confirmation from Mibex Funds. The Independent affiliate is obliged to complete the Independent affiliate agreement fully and properly and to submit it to Mibex Funds. Additionally, the Independent affiliate must check the corresponding box before concluding the registration process to acknowledge these General Terms and Conditions for Independent affiliates and accept them as a contractual component. In individual cases, Mibex Funds reserves the right to obtain further information from the Independent affiliate.
(5) Any changes to the Independent affiliate's personal data must be made without undue delay in the Mibex Funds Back Office at the point specified in advance for this purpose.
(6) Mibex Funds reserves the right to reject Independent affiliate applications at its own discretion without providing a reason.
(7) In the event of a breach of the obligations stipulated in any part of this agreement, Mibex Funds is entitled to terminate the Independent affiliate agreement without notice and without prior warning and where relevant to demand the repayment of any commission already paid. Additionally, in the event of a termination without notice, Mibex Funds expressly reserves the right to assert further claims for compensation.
STATUS OF THE INDEPENDENT AFFILIATE AS INDEPENDENT CONTRACTOR
(1) This Agreement shall not render the Independent affiliate an employee, partner, agent of, or joint venturer with Mibex Funds for any purpose. The Independent affiliate is and will remain an independent contractor in his or her relationship with Mibex Funds. Mibex Funds shall not be responsible for withholding taxes with respect to the Independent affiliate's compensation hereunder. The Independent affiliate shall have no claim against Mibex Funds hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
(2) The Independent affiliate acts as an autonomous and independent entrepreneur. He is neither an employee nor a commercial agent or broker of Mibex Funds. He is not subject to any sales targets, acceptance, sales or other operational obligations. With the exception of the contractual obligations, the Independent affiliate is not bound by any instructions from Mibex Fundsand carries the full commercial risk of his commercial activity including the obligation to bear all of his commercial costs and the obligation to properly pay his employees if he employs staff. The Independent affiliate must organize and operate his business in line with the principles of a prudent businessman, which also includes operating his own office premises or a place of work managed in accordance with the principals of a prudent businessman.
(3) As an independent contractor, the Independent affiliate is responsible for complying with the relevant statutory provisions including stipulations under tax and social-security law (e.g. obtaining a VAT ID or registering his employees with the relevant social-security authority as well as obtaining a commercial license if required). To that extent, the Independent affiliate warrants that he will pay tax on all commission income and revenue from the exploitation of the products offered generated in the course of his role for Mibex Funds in the proper manner at the place at which his business is registered. Mibex Funds reserves the right to deduct the respective amount for taxes and contributions from the agreed commission or to demand compensation or reimbursement of expenses incurred by it as a result of a breach of the foregoing stipulations unless the Independent affiliate was not at fault for the loss or expenditure. Mibex Funds will not make any social-security contributions for the Independent affiliate. The Independent affiliate is not entitled to make any declarations or enter into any obligations in the name of Mibex Funds.
VOLUNTARY CONTRACTUAL REVOCATION POLICY/SPECIAL RIGHT OF TERMINATION
(1) Independent affiliate registers with Mibex Funds as an entrepreneur and not a consumer. At the same time, Mibex Funds grants to Independent affiliate the following voluntary two-week contractual right of revocation:
Independent affiliate may revoke its contractual declaration in text form (by letter or e-mail) within 14 days without specifying reasons. The period will start to run with the online transmission of the application to become a Independent affiliate. The revocation period will be deemed complied with if the cancellation or the starter set was dispatched in good time (date of postmark/ e-mail).
The revocation must be addressed to:
Waiver of the right of revocation
Products, namely the download of software and/or the temporary provision of server capacities to the Independent affiliate, will only be made available following the expiry of the revocation period. If the Independent affiliate requires download of the software and/or the temporary provision of the server capacities before the end of the revocation period, he hereby expressly waives his right of revocation.
Consequences of revocation:
In the event of a valid revocation of the contractual declaration, the services received by both sides must be returned and any utilized services surrendered. In particular, Independent affiliates are required to repay to Mibex Funds any commission received in the event of an effective revocation. In this case, Mibex Funds has the right to set off in full or in part any claims to commission acquired against the repayable license payments and/or the provision of the server capacities for the software. If a Independent affiliate is unable to return to Mibex Funds the services received in full or in part, or only in a deteriorated condition, the Independent affiliate will be required to compensate Mibex Funds for any loss. Any obligations to repay sums received must be completed within 30 days. The period starts to run for the Independent affiliate on the dispatch of the Independent affiliates declaration of revocation or the item, and for Mibex Funds with its receipt. After exercising the Independent affiliates right of revocation, he or she can re-register as a Independent affiliate with our company. The prerequisite for this is that Independent affiliates revocation was made at least six months previously and he or she performed no activity for Mibex Funds during this period.
End of the revocation policy
(2) If within 30 days of his registration with Mibex Funds the Independent affiliate has not verifiably performed any sales activities as defined above or has otherwise taken advantage of chargeable services of Mibex Funds, Mibex Fundsreserves the right to issue an extraordinary termination to the Independent affiliate by e-mail and to delete him from the sales system. For more information regarding re-registration of the Independent affiliates after termination, please see clause 16(4) of the General Terms and Conditions for Independent affiliates.
Mibex Funds does not charge any annual membership, administration and support fee for the use and maintenance, administration, support and care of the Mibex Funds service (Back Office), unless this is specially stated.
OBLIGATIONS OF THE INDEPENDENT AFFILIATE IN THE CONTEXT OF ADVERTISING AND GENERAL OBLIGATIONS
(1) The Independent affiliate undertakes to protect his personal passwords and login IDs from third-party access. When performing his activities, the Independent affiliate is prohibited from infringing the rights of Mibex Funds, its Independent affiliates, affiliated companies or other third parties, to harass third parties or otherwise to violate applicable law. In particular, the Independent affiliate is not permitted to give incorrect or misleading information about Mibex Funds products or the sales system for Mibex Funds products. In the context of both his promotional activity, the Independent affiliate will only make statements about the products of the Mibex Funds range and the Mibex Funds sales system that correspond to the stipulations on content in the Mibex Funds promotional and information materials. Further, unsolicited promotional e-mails, promotional faxes or promotional SMS messages (spam) is also prohibited. Additionally, misuse or performing unlawful acts such as the use of unauthorized or unfair advertising (e.g. misleading statements) is prohibited. Representing or advertising the sale of securities, commodities, and/or any derivative financial product is strictly prohibited. Independent affiliates are strictly forbidden from offering or soliciting in any jurisdiction where the products and services of Mibex Funds are not authorized to be marketed or sold or in jurisdictions where Mibex Funds is not authorized to do business
(2) Special advertising guidelines:
(a) Nowhere on a piece of advertising may the Independent affiliate make or claim any information about his income or earning potential at Mibex Funds. Instead, during initial discussions he will be obliged at all times to expressly refer potential Independent affiliates to the fact that only a small number of Independent affiliates can generate a high income with their activity for Mibex Funds and generating an income is only possible through very intensive and sustained work.
(b) Sales and marketing activities must not falsely claim that any commission will be paid as a "headhunter's bonus" or otherwise in connection with the mere acquisition of a new Independent affiliate. No other any acts may be performed that give rise to the impression that the sales system being advertised is an unlawful sales system, namely an illegal progressive snowball system or pyramid system or that it in any other way operates a fraudulent sales system; similarly, there may also be no pretense that Mibex Funds operates a currency investment or interest-generating investment or other financial transaction or sells or otherwise distributes Bitcoins or other cryptocurrencies or similar products itself products or via third parties.
(c) Sales and marketing activities may not be aimed at minors or persons inexperienced in business and under no circumstances may they exploit their age, medical condition, or limited cognitive faculty to induce investors to enter into an agreement. In the event of contact with what are considered socially vulnerable or foreign-language population groups, the Independent affiliates will have the requisite regard to their financial capabilities and their cognitive and linguistic faculties, and in particular will refrain from any action that could induce members of such a group to enter into orders that are not appropriate for their circumstances.
(d) No sales and marketing activities that are inappropriate, illegal or uncertain or that exert inadmissible pressure on the selected investors may be performed.
(e) Independent affiliates will only make reference to letters of recommendation, test results, references or other persons vis-Ã -vis the consumer for commercial purposes if such have been officially authorized both by the referee and also Mibex Funds and are appropriate and not obsolete. Similarly, letters of recommendation, tests and personal references must always have a connection to the intended purpose
(f) The consumer will not be induced to buy products through dubious and/or misleading promises, or equally through promises of special benefits, if these benefits are coupled to uncertain future success. The Independent affiliates will avoid any acts that could induce the consumer to accept the offer on the sole grounds of doing the offeror a personal favor, ending an unwanted conversation or enjoying a benefit that is not part of the subject matter of the offer, or expressing gratitude for such a benefit being granted.
(g) A Independent affiliate may not claim that the sales system, the remuneration plan, or the products of Mibex Funds are approved or authorized or supported by a government authority or have been classified as legally sound by a law firm or equivalent service provider.
(3) The use, manufacture and distribution of the Independent affiliate's own sales documentation, Internet pages, product brochures, promotional videos or films or other online or offline media and advertising material produced at the Independent affiliate's own initiative is only permitted subject to the prior approval of Mibex Funds. Similarly, the promotion of Mibex Funds services via one's own or third-party Internet pages is only allowed subject to the prior written consent of Mibex Funds, and in the absence of special authorization, advertising is only permitted via the official pages of Mibex Funds. If the Independent affiliate promotes the services of Mibex Funds in other Internet media such as social networks (e.g. Facebook, Instragram, Google+), online blogs or chatrooms, he may only ever use the official Mibex Funds advertising messages. Similarly, when advertising through other Internet media, the Independent affiliate must make express reference to the fact that this is not an official advertisement or presence of Mibex Funds.
(4) The Independent affiliates may present the services of and membership of Mibex Funds face-to-face, at home parties or events, online home parties, webinars, or other online presentations in accordance with applicable law and with a right of revocation.
(5) The services may not be offered at auctions, public and private digital flea markets, exchange platforms, online stores, Internet shops, Internet markets such as eBay, Amazon, or via comparable sales platforms.
(6) The Independent affiliate undertakes to identify himself in the course of business as an INDEPENDENT MIBEX FUNDSPARTNER. Internet homepages, letter heads, business cards, vehicle lettering and advertisements, advertising documents and the like must always include the adjunct "INDEPENDENT Mibex Funds Independent affiliate". The Independent affiliate is further prohibited from applying for and taking on loans, effecting expenditure, entering into obligations, opening bank accounts or entering into other agreements in the name of Mibex Funds for or in the interest of or in the name of the company.
(7) The Independent affiliate is responsible for paying all travel costs, expenses, office costs, telephone costs, or other expenditure for advertising materials.
(8) In the course of business, the Independent affiliate is not entitled name the brands of competing companies in a negative, disparaging, or otherwise unlawful manner or to rate other companies in a negative or disparaging manner.
(9) All presentation, advertising, training, and video/film materials etc. (including photographs) of Mibex Funds are protected by copyright. They may not be reproduced, disseminated, made publicly accessible or processed by the Independent affiliate beyond the contractually granted usage right either in full or in part without the express written authorization of Mibex Funds.
(10) Similarly, the use (or modification) of the mark Mibex Funds of the registered trademarks, product descriptions, work titles and commercial descriptions of Mibex Funds beyond the expressly available advertising materials and other official Mibex Funds documents is only permitted with express written consent. Further, the registration of one's own trademarks, work titles, Internet domains or other protected rights that contain the mark Mibex Funds or registered trademarks, product descriptions, work titles, or commercial descriptions of Mibex Funds is prohibited. The foregoing also applies to trademarks, commercial descriptions or work titles to which Mibex Funds holds an exclusive usage right. The foregoing prohibition from sentence 2 applies equally to identical and similar signs. The relabeling of virtual products of Mibex Fundsis similarly prohibited.
(11) ) The Independent affiliate is not allowed to respond to press requests about Mibex Funds, its services, the Mibex Funds marketing plan, or other Mibex Funds services. The Independent affiliate undertakes to forward all press queries without undue delay to Mibex Funds at email@example.com. Further, the Independent affiliate may also only make public statements (e.g. television, radio, Internet forums) about Mibex Funds, the products of the Mibex Funds range, and the Mibex Funds sales system subject to the prior written consent of Mibex Funds.
(12) The Independent affiliate will communicate the place, time, and content of promotional events aimed at the broader public to the Mibex Funds management via the event planning system provided by Mibex Funds for this purpose in good time prior to publication of the invitation. Mibex Funds may demand changes to or the cancellation of the event if so required in the interest of the company and the Mibex Funds sales organization and its members.
(13) Customer inquiries or complaints of any kind about the products, service or remuneration system must be forwarded to Mibex Funds at firstname.lastname@example.org without undue delay.
(14) The Independent affiliates are prohibited at all times from selling or otherwise distributing their own marketing and/or sales documents to other Independent affiliates of Mibex Funds.
(15) A Independent affiliate may have an entry placed in the Yellow Pages. However, the content of any such entry must be approved in writing by Mibex Funds prior to publication and must contain the words "INDEPENDENT Mibex Funds Independent affiliate".
(16) The use of chargeable telephone numbers for marketing the activity or products of Mibex Funds is not permitted.
(17) Mibex Funds will enable the Independent affiliate to acquire the product for personal use and use of family members. Under no circumstances may the Independent affiliate enable himself or his family members, other Independent affiliates, or other third parties to acquire any products in excess of their own demand in order to generate or give a false impression of commission claims.
(18) After terminating his old position, a Independent affiliate may re-register with Mibex Funds. The precondition for doing so is that the termination and Mibex Funds's confirmation of the termination for the Independent affiliate's position was made at least six months previously and the Independent affiliate who terminated the relationship has not performed any activities for Mibex Funds in this period.
(19) The Independent affiliate may only promote and distribute services for Mibex Funds or acquire new Independent affiliates in states that have been officially opened up by Mibex Funds.
(20) The Independent affiliate undertakes to notify Mibex Funds truthfully and without undue delay of any breaches of the rules of the General Terms and Conditions for Independent affiliates or other violations of applicable law by other affiliates.
RESTRICTIVE COVENANT / SOLICITATION / SALE OF THIRD-PARTY SERVICES
(1) The Independent affiliate is permitted to distribute products and /or services for other companies, including network-marketing companies, even if these are competitors.
(2) However, the Independent affiliate is prohibited from soliciting other Mibex Funds Independent affiliates to distribute other products.
(3) The Independent affiliate is also prohibited from entering into a independent affiliate agreement that violates the rights of other Independent affiliates or other sales agreements that he has entered into with other companies and whose clauses are still effective.
(4) If the Independent affiliate is operating for other competitors, other companies, or network-marketing companies at the same time, he undertakes to manage the respective activity (alongside his respective downline) in such a way that there is no connection to or mixing of his activity for the other company. In particular, the Independent affiliate may not offer products other than Mibex Funds products and/or services at the same time and at the same place in direct geographical proximity or on the same web site, Facebook page, other social media platform, or Internet platform unless Mibex Funds has expressly approved this, for instance because of an official cooperation between Mibex Funds and this company.
The Independent affiliate is required to maintain absolute confidentiality over the company secrets of Mibex Funds and its structure. The company secrets also include in particular data of customers and Independent affiliates as well as the information on the downline activities and the information contained therein. This obligation will continue to apply even after the end of the Independent affiliate agreement. Independent affiliate acknowledges that during the engagement he/she will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by Mibex Funds and/or used by Mibex Funds in connection with the operation of its business including, without limitation, Mibex Funds business and product processes, methods, customer lists, accounts and procedures. Independent affiliate agrees that [he or she] will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with Mibex Funds. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of Mibex Funds, whether prepared by Independent affiliate or otherwise coming into his/her possession, shall remain the exclusive property of Mibex Funds. Independent affiliate shall not retain any copies of the foregoing without Mibex Funds prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by Mibex Funds, Independent affiliate shall immediately deliver to Mibex Funds all such files, records, documents, specifications, information, and other items in [his or her] possession or under his/her control. Independent affiliate further agrees that he/she will not disclose his/her retention as an independent contractor or the terms of this Agreement to any person without the prior written consent of Mibex Funds and shall at all times preserve the confidential nature of his/her relationship to Mibex Funds and of the services hereunder.
RESTRICTIVE COVENANT / SOLICITATION / SALE OF THIRD-PARTY SERVICES
(1) Each active Independent affiliate who first places a new Independent affiliate for selling the Mibex Funds products will be assigned the new Independent affiliate in his structure (Independent affiliate protection), whereby the allocation will depend on the date and the time of the receipt of the registration application paid for by the new Independent affiliate Mibex Funds. If two Independent affiliates consider themselves to be the sponsor of the new Independent affiliate, Mibex Funds will only consider the sponsor mentioned in the initial registration.
(2) Mibex Funds is entitled to delete all personal data from its system, including the e-mail address of the Independent affiliate, if promotional mail, letters, or e-mails are returned labeled "moved away", "deceased", "not accepted", "unknown" etc. and the Independent affiliate does not correct the incorrect information within a reasonable deadline. If Mibex Funds incurs costs due to non-deliverable promotional mail and packet costs, it is entitled to demand repayment of the costs from the reporting Independent affiliate unless he is not responsible for the incorrect delivery.
(3) Further, crossline sponsoring and any attempt at such is forbidden within the company. Crossline sponsoring means acquiring a person or a company who is already a Independent affiliate at Mibex Funds in another sales line or has had a Independent affiliate agreement within the last six months. It is further prohibited to use the name of one's spouse, relatives, trading name, corporations, partnerships, trust companies, or other third parties to bypass these provisions.
(4) Bonus manipulations are prohibited. These include in particular the sponsoring of Independent affiliates who do not in fact carry on the business of Mibex Funds(known as straw men), as well as overt or covert multiple registrations, to the extent that such is prohibited. It is further prohibited to use the name of one's spouse, relatives, trading name, corporations, partnerships, trust companies or other third parties to bypass these provisions. It is also prohibited to induce third parties to buy or sell products in order to achieve a better position in the remuneration plan or otherwise perform a manipulation of the bonus system.
(5) The Independent affiliate has no entitlement to territorial protection or exclusivity.
REMINDERS, LIQUIDATED DAMAGES, COMPENSATION, INDEMNITY
(1) In the event a first breach of the obligations of the Independent affiliate governed by clause 7, a written reminder will be issued by Mibex Fundswith a reasonable deadline of ten (10) days for the breach of duty to be rectified. The Independent affiliate undertakes to repay the reminder costs, in particular any attorney's fees incurred for the reminder.
(2) Express reference is made to clause 16 (3) according to which Mibex Fundsis entitled to effect an extraordinary termination without a prior reminder in the event of a breach of the obligations governed by clause 8, 9 and 10 (3) and (4) as well as of a particularly severe breach of clause 7 or other applicable contractual or statutory law. The immediate extraordinary right of termination governed by clause 16 (3) notwithstanding, Mibex Fundshas the right in individual cases to issue a reminder as defined in paragraph (1), including with a shortened rectification period, at its discretion on the occurrence of one of the foregoing breaches of duty before declaring the extraordinary termination.
(3) If on expiry of the rectification period set by the reminder the same or an essentially similar breach again occurs, or if the breach that lead to the original reminder is not rectified, an adequate level liquidated damages to be determined at the discretion of Mibex Funds and reviewed by the competent court will be payable immediately. Further, additional attorney's costs will be incurred in asserting the liquidated damages, which the Independent affiliate is obliged to reimburse, and to which express reference has already been made.
(4) Additionally, the asserted liquidated damages notwithstanding, the Independent affiliate will further be liable for all loss incurred by Mibex Funds as a result of a breach of duty as defined in clauses 7-9 and clause 10 (3) and (4), unless the Independent affiliate is not responsible for the breach of duty.
(5) In the event of a claim by a third party due to a breach of one of the obligations governed by clauses 7-9 and clause 10 (3) and (4) or a different breach by the Independent affiliate against prevailing law, the Independent affiliate shall indemnify Mibex Funds against any liability at the first request of Mibex Funds. In particular, the Independent affiliate undertakes to cover all costs, in particular attorney's, court, and compensation costs, incurred by Mibex Funds in this context.
(6) Independent affiliate shall indemnify and hold harmless Mibex Funds and its directors, officers, employees, agents, stockholders, affiliates, Independent affiliates and customers from and against all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys' fees and costs) which arise out of, relate to or result from any act or omission of Independent affiliate.
Mibex Funds reserves the right to adjust the prices payable by the Independent affiliate or commission components attributable to the services, the remuneration plan, or usage fees at the start of a new invoicing period, in particular to raise prices or adapt commissions to the market circumstances, especially following changes to the market situation and/or sales structure. Mibex Funds shall notify the Independent affiliate of the adjustment within a reasonable period prior to the adjustment. Increases of the prices by more than 5% or changes to the remuneration plan that disadvantage the Independent affiliate by more than 10% give the Independent affiliate the right to object to the amendment. If he does not object to the amended terms within a month of their announcement, they will become a component of the agreement. Any adjustments known at the point of the conclusion of the Independent affiliate agreement do not require notification and do not entitle the Independent affiliate to a right of objection. In the event of an objection, Mibex Funds is entitled to terminate the agreement at the point at which the amended or additional terms and conditions of business are intended to take effect.
MIBEX FUNDS("Company" for brevity) is committed to the full satisfaction of its Users by ensuring that its offered services is potential for consistent income. Earnings and/or income statements made by COMPANY and/or its Independent Representatives from their presentations are mere estimate of what you can possibly earn. There is no guarantee that any User will make these levels of income. Once a User engaged the services of the COMPANY, it is deemed that User accepted the risk that the earnings and income statements differ by individual. Instances made during presentations shall not to be interpreted as guarantee, promise, representation and/or assurance. We do not purport our business and/or us as being a 'get rich scheme'. Estimated income from the presentations of the COMPANY may only realize if coupled with hardwork and proper collaboration with the COMPANY. Moreover, like any other business, User results may vary and will be based on ones individual capacity, business experience, expertise, and level of desire. There are no guarantees, promises, representations and/or assurances concerning the level of success you may experience. Your level of success in attaining the results claimed depends on the time you devote to the business, the ideas and techniques mentioned, your finances, knowledge and various skills, since such skills and factors differ according to individuals. Testimonials and examples used are exceptional results, which do not, or may not, apply to all Users, and are not intended to guarantee, promise, represent and/or assure that anyone will achieve the same or similar results. It is important to reiterate that each individualâ€™s success depends on his or her background, dedication, desire and motivation. There is no assurance that examples of past earnings can be duplicated in the future. COMPANY cannot guarantee your future results and/or success. There are some unknown risks in business and on the Internet that we cannot foresee, which can reduce results. COMPANY are not responsible for your actions. Any claims made of actual earnings or examples of actual results can be verified upon request. The use of COMPANY's information, products and/or services should be based on your own due diligence, which you undertake and confirm that you have carried out to your entire satisfaction. You agree that the COMPANY is not liable for any success or failure of your business, acts and/or conduct that is directly or indirectly related to the business and/or the purchase and use of our information, products and/or services.
ADVERTISING MATERIALS, GRATUITIES, DATA PROCESSING
All free advertising materials and other gratuities provided by Mibex Funds may be revoked at any time with future effect.
REMUNERATION / PAYMENT TERMS / COMMISSION-PAYMENT TERMS / PROHIBITION ON ASSIGNMENT
(1) The Independent affiliate shall, on attaining the necessary qualifications, receive the commission and other remuneration components resulting exclusively from the respective qualification requirement from the Mibex Funds remuneration plan as remuneration for his activity. All commission claims are derived from the remuneration plan as amended from time to time which the Independent affiliate can access in his Back Office and which can be viewed in the Back Office at any time. Payment of the remuneration shall cover all of the Independent affiliate's costs for the maintenance and performance of his business unless otherwise contractually agreed.
(2) Mibex Funds reserves the right to request that the Independent affiliate prove his identity and commercial registration (e.g. presentation of the trading license) before the first commission payment is made. At Mibex Funds's discretion, the proof of identity will be provided in the form of a copy of the ID card or passport in connection with a current electricity, gas, water, or other utility bill (no older than one month) and must be provided within two weeks of being requested. In the case of legal entities and partnerships or registered merchants, proof of identification of the person responsible (e.g. managing director or personally liable shareholder) is required and – if an entry in the commercial has been made – a copy of the current extract of the commercial register (no older than one month) must be presented.
(3) In the first instance the Independent affiliate will be classed as a small-business operator at Mibex Funds. He shall notify Mibex Funds without undue delay by presenting his tax ID and a confirmation from the competent tax authority as soon as he opts into paying sales tax (VAT) in the course of his commercial activity or exceeds the small-business threshold.
(4) Commission and fees for the supply of services by the Independent affiliate may, if no different account was expressly accepted in writing by Mibex Funds, only be paid into accounts held in his name or of a partnership or a legal entity that has a contractual relationship with Mibex Funds. Payments may not be made to third-party accounts or to a foreign account in a country in which the Partner is registered.
(5) Mibex Funds is entitled to assert a right of retention in accordance with the statutory provisions. Similarly, Mibex Funds is entitled to assert a right of retention in respect of the payment of commissions if not all documents required by law have been presented to Mibex Funds prior to the first payment, e.g. the VAT ID for legal entities, if applied for and issued. If Mibex Funds exercises the right of retention of commission payments, it shall be deemed agreed that the Independent affiliate has no entitlement to claim interest during the retention period of the commission.
(6) Mibex Fundsis entitled to set off in full or in part claims that Mibex Funds has against the Independent affiliate against the Partner's commission claims. The Independent affiliate shall have a right of set-off if the counterclaims are undisputed or have been established at law.
(7) Any assignment and pledging of claims accruing to the Independent affiliate under Independent affiliate agreements shall be excluded unless this is contradicted by prevailing law. This agreement may not be encumbered with third-party rights, unless this is precluded by prevailing law.
(8) The Independent affiliate shall check the invoices issued promptly and notify Mibex Funds of any objections without undue delay. All claims to commission arise under the applicable remuneration plan that the Independent affiliate can access in his Back Office and that can also be viewed in the Back Office. Mibex Funds must be notified of any incorrect commissions, bonuses other payments in writing within 60 days of the incorrect payment. After this point in time, the commissions, bonuses, or other payments will be deemed approved.
(9) The commissions will be paid weekly at the express request of the Independent affiliate taking into account the Mibex Funds payment terms and payment types.
BLOCKING THE INDEPENDENT AFFILIATE
(1) If the Independent affiliate does not provide all necessary proof within 14 days of registration and acknowledgment of the requirements for the payment of commissions, Mibex Funds is entitled to block the Independent affiliate temporarily until such time as the documents required by law have been provided. The above also applies in the event that the deadline as defined in clause 14 (2) lapses without avail or if the stipulations governed by clause 14 (3) are breached until the requisite act is rectified, and this also applies to a non-payment of the charges or license fees due from the Partner. The duration of a block does not entitle the Independent affiliate to effect an ordinary termination and results in neither a repayment of the initial starting order already paid or a claim for damages unless the Independent affiliate is not responsible for the block.
(2) Commission claims that cannot paid for the stated reasons will be posted as a reserve within Mibex Fundsand will become time barred no later than on the expiry of the statutory time limit.
(3) Mibex Funds is entitled to claim compensation for the reminder costs for each case of reminder.
(4) The blocking reasons set out in paragraph (1) notwithstanding, Mibex Funds reserves the right to block a Independent affiliate for good cause. In particular, Mibex Funds reserves the right to block a Independent affiliate's access without notice if the Independent affiliate breaches the obligations set out in clauses 7-9 and clause 10 (3) and (4), or violates other prevailing law, or other good cause is deemed given and the Independent affiliate does not rectify the corresponding breach of duty within the period stated in clause 5 following a corresponding reminder from Mibex Funds.
DURATION & TERMINATION OF THE AGREEMENT
(1) The Independent affiliate agreement is concluded for twelve months. The agreement will be extended for a further twelve months at a time if no termination is made subject to a termination period of three months to the end of the agreement.
(2) The reason for termination in (1) notwithstanding, Mibex Funds reserves the right to terminate the agreement for good cause. Good cause shall be deemed given in particular in the event of a breach of one of the obligations regulated in clause 7 if the Independent affiliate does not meet his rectification obligation as set out in clause 11 (1) within the required time or the same or a comparable breach occurs subsequent to the breach of duty. Mibex Funds is entitled to effect an extraordinary termination without a prior reminder in the event of a breach of the obligations governed by clause 8, 9 and 10 (3) and (4) as well as of a particularly severe of clause 7 or other applicable contractual or statutory law. Similarly, grounds for an extraordinary termination shall be deemed given if the Independent affiliate does not observe the provisions of clause 14 (2) and (3), and also following a block as set out in clause 15 (1) where no rectification has taken place at the point at which a final grace period expires. Further, both parties shall have grounds for an extraordinary termination if insolvency proceedings are instituted against the other party or the instituting of such proceedings is rejected due to lack of assets or the other party is otherwise illiquid or has given an affidavit regarding its illiquidity in the course of compulsory enforcement proceedings. The right to affect an extraordinary termination is without prejudice to any additional claims.
(3) Domains that contain the mark "Mibex Funds", a trademark, a commercial description or a work title of Mibex Funds may no longer be used after the termination of the agreement and must be surrendered to Mibex Funds following a corresponding request against payment of the costs of the transfer of the domain. The foregoing also applies to trademarks, commercial descriptions, or work titles to which Mibex Funds holds an exclusive usage right.
(4) After an ordinary termination of his old position, a Independent affiliate may re-register with Mibex Funds via another sponsor. The precondition for doing so is that the ordinary termination and Mibex Funds's confirmation of the termination for the Independent affiliate's position was made at least six months previously and the Independent affiliate who terminated the relationship has not performed any activities for Mibex Funds in this period.
(5) On termination of the agreement, the Independent affiliate has no entitlement to a payment of commission, and in particular no entitlement to a claim for adjustment as a commercial agent as the Independent affiliate is not a commercial agent as defined by the German Commercial Code (Handelsgesetzbuch).
(6) If at the same time a Independent affiliate claims other services from Mibex Funds that are independent of the Independent affiliate agreement, these services shall remain in force irrespective of the termination of the Independent affiliate agreement unless the Independent affiliate also expressly demands the termination of these services as part of the termination process and such a termination is permissible. If the Independent affiliate continues to receive services from Mibex Funds following the termination of the agreement, he will be managed as a normal customer.
(7) Terminations may be made in writing, by e-mail or at the Mibex Funds back office.
(1) Mibex Fundsshall only be liable for losses incurred as a result of willful misconduct or grossly negligent acts, or the culpable breach of a material contractual duty (e.g. payment of commission), by Mibex Funds, its employees, or vicarious agents. This also applies to losses arising from the breach of duties in contractual negotiations and the performance of unauthorized acts. Any further liability for compensation shall be excluded.
(2) Except for cases of death, personal injury, and harm to health or willful misconduct or grossly negligent acts by Mibex Funds, its employees, or vicarious agents, liability shall be limited to the type of loss foreseeable on conclusion of the agreement and otherwise to the level of the average loss for the type of contract. This also applies to indirect loss, in particular loss of profits.
(3) Mibex Funds shall not be liable for any losses of any kind arising as a result of data losses on the servers, except in the event of grossly negligent or willful culpability on the part of Mibex Funds, its employees, or vicarious agents. Stored content belonging to the Independent affiliates represents third-party information for Mibex Funds.
TRANSFER OF THE BUSINESS OPERATIONS / SPONSORED STRUCTURE TO THIRD PARTIES / DEATH OF THE INDEPENDENT AFFILIATE
(1) Mibex Funds may transfer its contractual position in full or in part to a successor company at any time. This company will perpetuate the business that is the subject matter of this agreement in the same manner and assume the existing rights and duties in full.
(2) The Independent affiliate is entitled to transfer his sales structure subject to prior written consent from Mibex Funds and the presentation of a sales and/or transfer agreement with the third party, as well as presentation of the third party's Independent affiliate application to Mibex Funds, unless Mibex Fundsmakes use of its existing right of pre-emption in advance. The sales structure may only be transferred to persons who are not Independent affiliates of Mibex Fundsat the point of the transfer. Conversely, Independent affiliates of Mibex Fundsmay not transfer or purchase a sales structure. The consent may only be withheld by Mibex Fundsif it makes use of its right of pre-emption, and otherwise only for good cause. The Independent affiliate undertakes to notify Mibex Fundsof the intended transfer of its sales structure in writing. On receipt of the written notices, Mibex Fundshas one month to make use of its right of pre-emption. If this does not happen, the transfer is permitted unless it is precluded on other cogent grounds. A sale is only possible if the contractual relationship has not been terminated. In the event of termination without notice or a breach of these General Terms and Conditions for Independent affiliates and Deliveries, the Independent affiliate's right to sell his own sales organization shall lapse, as will be the case if the selling Independent affiliate still owes Mibex Funds money.
(3) If a legal entity or partnership is registered as a Independent affiliate, the sales structure may only be transferred subject to the further prerequisites of this agreement.
(4) If a legal entity or partnership that is newly registered as a Independent affiliate wants to take on a new shareholder, this is possible if the previous shareholder(s) that applied for the Independent affiliateship also remain (a) shareholder(s). If a shareholder is seeking to exit a legal entity or partnership registered as a Independent affiliate or to transfer his shares to a third party, this act is permissible following a corresponding written request and presentation of the corresponding notarized document and in accordance with the provisions of this agreement in compliance with the stipulation in (2) of the General Terms and Conditions for Independent affiliates. Mibex Funds charges an administration fee of â‚¬25.00 for processing the foregoing application. If this stipulation is not complied with, Mibex Funds reserves the right to terminate the agreement with the legal entity or partnership registered as a Independent affiliate.
(5) The Independent affiliate agreement will come to an end no later than on the death of the Independent affiliate. The Independent affiliate agreement may be bequeathed subject to compliance with the statutory requirements. Within six months of the death, a new Independent affiliate agreement must be entered into with the heir via which he/she enters into the rights and duties of the testator. If the heir or one of the heirs as a natural person is already registered as a Independent affiliate with Mibex Funds, the heir must relinquish his previous position in the sales structure of Mibex Funds or, if the prerequisites of clause 18 (2) apply, he must transfer one of the two future sales structures in accordance with clause 18 (2) to a third party given that only one position in the marketing plan may be assigned to each natural person. Proof of the death must be provided in the form of a death certificate. If a will exists relating to the bequest of the Independent affiliate agreement, a notarially certified copy of the will must be provided. If the six-month deadline expires unused, all rights and duties under the agreement will pass to Mibex Funds. In exceptional cases the six-month period may be extended by an appropriate period if it is disproportionately short for the heir in an individual case.
SEPARATION / DISSOLUTION
In the event that a Independent affiliate registered as legal entity or partnership winds up his company internally, it is still the case following the separation, dissolution, or other determination of the foregoing company that only one Independent affiliate position remains. The departing members/shareholders need to come to an agreement among themselves as to which member(s)/shareholder(s) will perpetuate the Independent affiliateship and to notify Mibex Funds accordingly in writing. In the event of an internal dispute on the consequences of the separation, divorce, dissolution, or other determination relating to the Independent affiliateship at Mibex Funds, Mibex Funds reserves the right to effect an extraordinary termination if such dispute has resulted in the Independent affiliate's duties being neglected, or in a breach of these General Terms and Conditions for Independent affiliates, a breach of prevailing law, or a disproportionate detriment to the downline or upline.
INCLUSION OF THE REMUNERATION PLAN
(1) The remuneration plan and the associated stipulations are an express component of the Independent affiliate agreement. The Independent affiliate must comply with the provisions of the latest applicable version at all times.
(2) On submission of the online application to Mibex Funds, the Independent affiliate warrants at the same time that it has acknowledged the remuneration plan and accepted these documents as a component of the agreement.
(3) Mibex Funds is entitled to amend the remuneration plan at any time. Mibex Funds will announce any amendments subject to a reasonable deadline. The Independent affiliate is entitled to object to the amendment if he does not expressly accept the amendment. In the event of an objection, the Independent affiliate is entitled to terminate the agreement at the point at which the amendment takes effect. If he does not effect an ordinary termination of the agreement within four weeks of the amendment taking effect, the Independent affiliate accepts the amendment.
USE OF PHOTOGRAPHIC & AUDIOVISUAL MATERIAL
The Independent affiliate grants to Mibex Funds the right at no charge to record or implement photographic and/or audiovisual material with his likeness, voice recordings, or statements and quotes from him in the course of his role as a Independent affiliate. To this extent, the Independent affiliate expressly consents to the publication, use, reproduction and alteration of his quotes, images or recordings by signing the Independent affiliate application and acknowledging these General Terms and Conditions for Independent affiliates and Deliveries. The Independent affiliate has the right to revoke the foregoing consent. In the event of a revocation, Mibex Funds will cease the above usage within a month.
(1) The following data protection declaration takes precedence over other data protection declarations of Mibex Funds. These can be viewed and retrieved in the Back Office (Web Office) of Mibex Funds and merely have a supplementary function.
(2) Mibex Funds will use the personal data (e.g. salutation, name, address, e-mail address, telephone number, fax number, bank details) submitted by the Independent affiliate in accordance with the stipulations of German data protection provisions for the purposes of invoicing and performing the agreement. To that extent, Mibex Funds shall only store and process data provided by the Partner when completing the application form and in particular will not create any user-behavior profiles.
(3) For the purposes of performing the agreement, e.g. invoicing, entering into a lease or paying commission, product and marketing information, the Independent affiliate's personal data will be forwarded to third parties, such as the accounts team or the payment service provider responsible for making payments, to the extent that this is required for performing the aforementioned contractual duties.
(4) The Independent affiliate may object to the forwarding of his data at any time with future effect by e-mailing email@example.com.
(5) Beyond the foregoing purpose, none of the Independent affiliate's personal data submitted to Mibex Funds will be passed to third parties without his separate written consent unless this takes place as a result of a statutory or official order.
(6) After the termination and performance of the agreement, which also includes the complete payment of the agreed feed, the Partner's data will be deleted, with the exception of the data for which consent for further usage was provided, unless a statutory duty of retention applies.
(7) If the Partner requires further information on the storage of his personal data or wants his personal data to be deleted, blocked or amended, the Mibex Funds data protection officer can assist directly.
The claims under this agreement shall become time-barred six months following the point at which the claim in question falls due and the person entitled to the claim acknowledges the circumstances that give rise to his claim or is his lack of awareness of these circumstances is due to gross negligence. This is without prejudice to any statutory provisions that provide for a longer limitation period.
GOVERNING LAW / DIFFERENT JURISDICTION
(1) The governing law shall be that of the registered office of Mibex Funds with the exclusion of UN sales law. This is without prejudice to any mandatory provisions of the state in which the Independent affiliate has his normal place of residence.
(2) The legal forum and place of performance is the place in which Mibex Funds has its registered office, unless this is precluded by prevailing law.
(1) Mibex Funds is entitled to amend the General Terms and Conditions for Independent affiliates at any time. Mibex Funds will announce any amendments subject to a reasonable deadline. Mibex Funds will announce any amendments subject to a reasonable deadline. The Independent affiliate has the right to object to the amendments. In the event of an objection, the Independent affiliate is entitled to terminate the agreement at the point at which the amendment takes effect. If he does not effect an ordinary termination of the agreement within four weeks of the amendment taking effect, the Independent affiliate accepts the amendment.
(2) In other respects amendments or addenda to these General Terms and Conditions for Independent affiliates must be provided in writing. The same applies to the revocation of the requirement for the written form.