OUR T&Cs

General terms and conditions preamble

5KEYS – a project by Andy Uliczka

The online portal 5KEYS has the function of a marketplace and the task of bringing customer and producer or service together. The primary mediation medium is sales, here called network partners.

Customers have a direct contact person and consultant for the products and services in the 5KEYS network in the network partner. 5KEYS acts here as an intermediary, the contractual relationship arises directly between the customer and the product partner/supplier. Andy Uliczka searches the market for special products for the network’s customers and provides the added value of consulting services through his network partners.

Network partners are familiar with the 5KEYS portfolio and provide their personal customers with the products for which there is a need. The network partner can access all 5KEYS products and services or specialize in one brand or industry. Due to the diversity of the product portfolio with a simultaneous specialized presentation, this business model is extremely suitable as a second income in home business.

All products in the portfolio are assigned to different brands or subject areas. Thus, the customer does not find all products in one shop, but in different shops, which all run on one system in the background. The focus remains on the topic that interests the customer. Brand providers are responsible for a subject area, the shop maintenance and the support of the network partners and product providers of this brand. He takes care of information and training material for all products in his brand. And looks after the product providers of his brand, if he is not the brand provider and product provider in one person. A particular advantage for brand owners is that they receive an independent MLM system without having to set it up from scratch and at the same time have access to an existing sales organization. In relation to an independent sales structure, he only invests a tiny fraction in his project.

The product provider / supplier can be a manufacturer or service provider who would like to seize the opportunity to have their products or services sold through a distributor. The product provider is listed in the respective brand and can have all of their products entered there. In addition to the one-off listing fee for the product provider and its products and an annual membership, the product provider only pays a jointly negotiated success fee to the network in the event of success, i.e. if its products have been brokered. He also benefits from the entire network and receives optimal support for the marketing of his products. Product providers and brand providers receive special discounts on the production of digital products, advertising films and training films. The product provider is the direct contact person for the mediated customer. The contractual relationship is established directly between the product provider and the customer.

• 1 Scope

(1) The following terms and conditions are an integral part of every contract between Andy Uliczka , Im kleinen Dorf 2, 29588 Oetzen, Germany, e-mail address: service@5keys.me

(2) Andy Uliczka offers the sale of license-free goods and training packages (henceforth goods) via its online store. Andy Uliczka provides its services exclusively on the basis of these terms and conditions, which can be viewed at any time on this website, must be confirmed before a purchase is made and can be downloaded.

(3) If you have cause for complaints, you can contact us using the information given in paragraph 1.

(4) The general terms and conditions of the providers apply on the marketplace.

(5) Extended conditions apply to film and graphics, which are described in an extra section

• 2 Conclusion of contract / contract language

(1) The presentation of the goods, in particular on the Internet, does not constitute a binding offer by Andy Uliczka.

(2) After registering with Andy Uliczka and logging into his account, the customer can place goods in the shopping cart by clicking on the shopping cart symbol. The customer can empty the shopping cart at any time by changing the number of items or by closing the browser window to complete the ordering process. The changes can be made using the mouse and keyboard. By clicking on the “TO CHECKOUT” button, the customer is redirected to a page where he can select the payment method for the conclusion of the purchase contract. The customer will then be shown these hardware purchase terms and conditions, the risk warning and the data protection regulations, which he must read and which the customer must confirm by ticking the relevant box. In the event that the customer would like to make changes to his order again at this point, he can do this at any time in the order field. If no more changes are to be made to the order, the ordering process can be completed by clicking on the “ORDER NOW, PAYABLE” button and the application for the conclusion of a binding purchase contract, which is subject to a fee, can be sent. The receipt of the order is displayed to the customer immediately after completing the ordering process. Andy Uliczka stores the customer order and the order data entered in accordance with the privacy policy.

(3) The customer is informed about the receipt of the order in the dashboard. This order confirmation also represents the acceptance of the purchase contract by Andy Uliczka or its product provider.

• 3 Privacy Policy

Andy Uliczka collects and uses the data voluntarily provided by you only within the framework of the statutory provisions. The detailed provisions on data protection can be found in our data protection regulations.

• 4 Terms of Delivery

(1) Unless otherwise agreed, delivery is made ex warehouse to the delivery address specified by the customer. Delivery takes place within 7 working days, whereby working days are Monday to Friday, with the exception of public holidays. The delivery period begins on the day after receipt of payment.

(2) If Andy Uliczka incurs additional shipping costs due to the provision of an incorrect delivery address or an incorrect addressee, these costs shall be reimbursed by the customer, unless the customer is not responsible for the incorrect information.

(3) Deliveries that are made directly by participants in the marketplace may have different delivery conditions.

• 5 Shipping / Shipping Costs

(1) The shipping costs depend on the respective product provider and the shipping destination and can be found in the shop for the respective product.

• 6 Terms of Payment

(1) The customer can pay by credit card via Paypal or SEPA transfer as a payment option.

(2) All prices are to be understood as total prices including statutory sales tax, but plus shipping costs.

• 7 Retention of Title

The goods remain the property of Andy Uliczka bez. of the respective marketplace supplier/product provider.

• 8 cancellation policy

Right of withdrawal for consumers

As a consumer , you have the right to withdraw from this contract within fourteen days without giving any reason.

The period is fourteen days from the day on which you or a third party named by you who is not the carrier took possession of the goods.

To exercise the right to cancel, you must inform Andy Uliczka , Im kleinen Dorf 2, 29588 Oetzen, Germany: of your decision to cancel this contract by a clear statement (e.g. a letter sent by post or e-mail). You can use the attached sample revocation form for this, but this is not mandatory.

To meet the deadline, it is sufficient for you to send the communication regarding the exercise of the right of cancellation before the cancellation period has expired.

Consequences of revocation

If you revoke this contract, we have paid you all payments that we have received from you, including the delivery costs (with the exception of the additional costs resulting from the fact that you have chosen a different type of delivery than the cheapest standard delivery offered by us have), immediately and at the latest within fourteen days from the day on which we received the notification of your cancellation of this contract. For this repayment, we use the same means of payment that you used in the original transaction, unless something else was expressly agreed with you; under no circumstances will you be charged fees for this repayment. We may refuse repayment until we have received the goods back or until you have provided proof that you have returned the goods, whichever is earlier.

You must return or hand over the goods to us immediately and in any event no later than fourteen days from the day on which you inform us of the cancellation of this contract. The deadline is met if you send back the goods before the period of fourteen days has expired.

You bear the direct costs of returning the goods.

You are only liable for any diminished value of the goods resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the goods.

Sample withdrawal form

(If you want to revoke the contract, please fill out this form and send it back)

– To Andy Uliczka , Im kleinen Dorf 2, 29588 Oetzen, Germany, e-mail address: service@5keys.me

I/we (*) hereby revoke the contract concluded by me/us for the purchase of the following goods

– Ordered on (*) / received on (*)

– Name of the consumer(s)

– Address of the consumer(s)

– Name and ID of the intermediary (referrer or network partner)

– Signature of the consumer(s) (only for notification on paper)

– Date

(*) Delete where not applicable

• 9 Liability for Defects / Limitation of Liability

(1) The customer has a statutory right to liability for defects. With regard to liability for defects, the statutory provisions apply unless otherwise stated in the following limitations of liability with regard to compensation for damages.

(2) Andy Uliczka re. with the exception of injury to life, limb and health and the breach of essential contractual obligations (handover and transfer of ownership of the goods), the product provider shall only be liable for damages that are attributable to intentional or grossly negligent behavior. This also applies to indirect consequential damages such as lost profits in particular.

(3) Except in the case of willful or grossly negligent behavior or in the case of damages resulting from injury to life, body and health and the breach of essential contractual obligations (handover and transfer of ownership of the goods), liability shall be limited to the amount of damages foreseeable at the time of conclusion of the contract and typical for the contract. This also applies to indirect consequential damages such as lost profits in particular.

(4) The limitation of liability in paragraphs 1 and 2 also applies in favor of Andy Uliczka’s vicarious agents.

(5) Liability based on the Product Liability Act remains unaffected.

• 10 Age Restriction

If your order includes goods whose sale is subject to age restrictions, we use a reliable process that includes a personal identity and age check to ensure that the customer has reached the required minimum age. The deliverer hands over the goods only after the age has been checked and only to the customer personally.

The following provisions apply in addition to services such as graphic design and filming as well as authoring and management consulting, collectively referred to as media production, with Andy Uliczka as the product provider.

• 11 Scope of application Media Production / Content Creation

The business relationship between Andy Uliczka and the client is subject to the film and video license agreement for all offers and services. Graphic production, authors and consultancy. The General Terms and Conditions shall apply exclusively in the version valid at the time the order is placed. Clients can access these GTC at any time at the web address https://5keys.de/agb and print them out using their Internet browser or save them on their computer.

The subject of the following General Terms and Conditions (GTC) are services and/or works of film production. The type of services and works in detail results from the concept developed by the production, the offer, the action proposals or the individual orders.

Deviating terms and conditions of the client shall not be recognized unless Andy Uliczka expressly agrees to their validity in writing. This also applies if the customer’s terms and conditions of business and/or delivery have not been expressly contradicted.

Andy Uliczka may subsequently amend these general terms and conditions and supplementary special terms and conditions.

These GTC are an essential part of every contract concluded, unless otherwise agreed in detail. They also apply to future business relationships with the client, without the need for them to be expressly included again.

• 12 Conclusion of contract

Andy Uliczka’s offers are subject to change and non-binding.

A contract is only concluded when the contract has been concluded in writing, the client’s order has been confirmed in writing by Andy Uliczka or Andy Uliczka has started with the execution.

Preliminary services which Andy Uliczka provides at the request of the client as part of an offer can be invoiced to the client if no contract is concluded.

• 13 presentation

The development of conceptual and design proposals by Andy Uliczka and their presentation is carried out – unless otherwise agreed in orders – against payment of a separate presentation fee.

Any use, even partial, of the work and services (presentations) presented or handed over by Andy Uliczka to the potential client with a view to and with the aim of concluding a contract, irrespective of whether they are protected by copyright, requires the prior consent of Andy Uliczka. This reservation of consent also applies to the use in modified or edited form and to the utilization of the ideas on which Andy Uliczka’s work and services are based, insofar as these have not been reflected in the previous advertising material.

The acceptance of a presentation fee does not constitute consent to the use of Andy Uliczka’s work and services.

If copyrights and property rights to the work presented by Andy Uliczka in the context of presentations are paid in full as agreed, the copyrights, rights of use and, if applicable, property rights shall be transferred in accordance with the explanations under point 12.

• 14 Scope of services and processing of orders

The scope of services of the orders results both from the contract and from the product or service description current at the time the contract was concluded.

Additional and/or subsequent changes must be made in writing.

The drafts/samples sent by Andy Uliczka are binding as soon as they have been approved by the client.

The contact persons named by the customer must be authorized to sign, especially with regard to the release of budgets, cost estimates, texts and other coordination processes. Restrictions on the authority to sign must be communicated in writing by the customer in good time.

Insofar as Andy Uliczka has commissioned third parties, for example printing companies, to produce and deliver quantities for the customer within the scope of the contractual relationship, Andy Uliczka is not liable for excess or short deliveries of up to 10%.

Templates, files and other work materials (in particular negatives, models, original illustrations etc.) which Andy Uliczka creates or has created in order to provide the service owed under the contract remain the property of Andy Uliczka. Andy Uliczka is neither obliged to surrender nor to store the data.

• 15 Loyalty Bond

The fiduciary relationship with the client obliges Andy Uliczka to provide objective advice geared to the client’s objectives and to select third-party companies accordingly, e.g. for production processes. Unless the customer has expressly reserved a say, the selection of third parties takes place in accordance with the principle of a balanced relationship between economic efficiency and the best possible success in the interests of the customer.

• 16 Competitive Disclaimer

Andy Uliczka undertakes to inform the client of possible competitive conflicts with other clients and, on request, to grant exclusions of competition in product and service areas to be specified in detail in favor of the client.

Andy Uliczka’s granting of a non-competition clause corresponds to the client’s obligation not to commission any advertising agencies with consulting, planning, design and implementation of the contractual project in the area of the subject matter of the contract at the same time as the contract with Andy Uliczka is not terminated.

• 17 Placing Orders with Third Parties

Andy Uliczka is entitled to carry out the tasks assigned to it itself or to commission third parties to do so.

Andy Uliczka is entitled to place orders for the production of advertising material, in the creation of which Andy Uliczka has participated in accordance with the contract, in the name of the client, unless the client expressly reserves this right and provides this information to Andy Uliczka in writing within a period of two weeks from the conclusion of the contract.

If the customer has not made an express declaration within this period of two weeks, his silence shall be deemed to have been granted power of attorney, insofar as he is a merchant within the meaning of the German Commercial Code. Andy Uliczka will specifically draw the attention of the client, who is not a merchant within the meaning of the German Commercial Code (HGB), to the significance of his behavior and to the resulting legal consequences in the contract concluded.

Andy Uliczka places orders in his own name and for his own account.

If volume discounts or volume scales (a scaled repeat discount that is granted to the advertising company for multiple placements of an (identical) advertising material in the same advertising medium) are used, the client will receive an additional charge if the discount or scale requirements are not met, which is due immediately .

Andy Uliczka shall not be liable for defective services provided by third parties or the advertising media. However, in the event of defective performance, Andy Uliczka undertakes to assign its warranty claims against third parties or the advertising medium to the client as compensation for the exclusion of warranty.

• 18 Delivery and Delivery Times

Andy Uliczka has fulfilled its delivery obligation as soon as the work and services of Andy Uliczka have been dispatched. The customer bears the risk of transmission, e.g. damage, loss, delay, regardless of the medium used for transmission.

Delivery deadlines and delivery dates are only binding if the customer has properly fulfilled any obligations to cooperate (e.g. procurement of documents, approvals, provision of information, preparation of service catalogs/specifications) and the deadlines have been confirmed in writing by Andy Uliczka.

Templates and drafts provided by Andy Uliczka are only binding in terms of color, image, line or sound design if their corresponding possibility of realization has been confirmed in writing by Andy Uliczka.

If Andy Uliczka is in default with its services, it must first be granted a reasonable grace period. After the grace period has expired without result, the customer can withdraw from the contract. Compensation for damage caused by delay can only be demanded up to the amount of the order value (own work excluding advance work and material).

The delivery period shall be extended in the event of unforeseen obstacles that are beyond the control of Andy Uliczka, insofar as such obstacles demonstrably have a significant influence on the delivery of the delivery item. The delivery period is extended according to the duration of such measures and obstacles. Andy Uliczka shall inform the client immediately of the occurrence and the fact that such an obstacle has been removed.

Andy Uliczka is only responsible for competition law reviews if these have been expressly agreed.

Deliveries are made at the expense of Andy Uliczka. However, this does not include packaging, freight, postage, insurance and other shipping costs. These costs will be charged to the client.

If the client is in default with the acceptance of the service or if the client fails to cooperate or delays a cooperation incumbent on him, Andy Uliczka can invoice the client for the loss of performance incurred.

• 19 Terms of Payment, Late Payment

Agreed prices are net prices to which the applicable VAT is added. Artists’ social security contributions, customs duties or other subsequent charges will be passed on to the customer.

External and ancillary costs, such as the cost of hiring photographers, stylists, designers, etc. as well as expenses for telephone, courier, travel expenses, etc. are to be remunerated separately against proof, unless another agreement has been expressly made.

The remuneration for services rendered by Andy Uliczka is to be paid to Andy Uliczka free of charge in full without any deductions such as discounts or rebates within seven days (receipt of payment) of invoicing.

The fee must always be transferred to the account stated on Andy Uliczka’s business documents.

The client defaults on payment eight days after invoicing. From this point in time, Andy Uliczka shall charge interest on arrears at a rate of 5% points above the applicable base interest rate, which can be found in the Federal Gazette or on the Internet. If no consumer is involved in the legal transaction, the interest rate is 8% points above the base interest rate.

In addition to the default interest, Andy Uliczka reserves the right to claim higher damages caused by default.

If the client complains that the order has not been carried out properly, the due date for payment or, if payment in installments has been agreed, the due date for payment of the last installment, shall not occur until the defect complained of has been remedied, if Andy Uliczka has either acknowledged it or, in the event of a dispute, the justification of the complaint is established in the decision concluding the relevant proceedings.

The client must reimburse Andy Uliczka in full for any direct debit that is not honored or returned. If the customer has issued a direct debit authorization, he undertakes to inform Andy Uliczka immediately of any change in his bank details.

If the client is a merchant or a legal entity under public law, the retention of payments due to any counterclaims of the client not recognized by Andy Uliczka is not permitted, nor is offsetting against such claims.

Andy Uliczka reserves the right to issue partial invoices for longer-term projects.

These are intended to delimit the services rendered so far.

Andy Uliczka reserves the right to change prices in the case of continuing obligations, which will be announced with reasonable notice.

In the case of continuing obligations, service fees are to be paid pro rata for the rest of the month, starting on the day the service is provided. Thereafter, these fees are to be paid monthly in advance by the 3rd working day of each month, whereby the client is obliged to issue Andy Uliczka with a direct debit authorization upon request. Fees for parts of a calendar month are calculated at 1/30 of the monthly fee for each day. Andy Uliczka can add a surcharge to the service fees for the following month, which is based on the previous month’s additional income (upgrading). Reduced consumption will be charged in the subsequent invoice.

Objections to invoices from Andy Uliczka must be raised immediately after receipt of the invoice, but no later than 2 weeks after the date of the invoice or statement, without this affecting the due date. The omission of timely objections is considered approval.

In the event of default of payment of a not insignificant part of the invoice amount or if Andy Uliczka’s claim for payment is jeopardized, Andy Uliczka is entitled to declare all claims due immediately if it becomes apparent after conclusion of the contract that a claim for counter-performance is jeopardized by the other party’s inability to pay within the meaning of § 321 BGB (German Civil Code).

• 20 Retention of Title

Andy Uliczka retains title to the delivery items until payment has been made in full.

In the event of breach of contract by the customer, in particular default of payment, Andy Uliczka is entitled to take back the goods after issuing a reminder and the customer is obliged to surrender them.

• 21 Cancellation Costs, Termination of Contract

If the client withdraws from a placed order without justification, Andy Uliczka may claim 10% of the sales price for the costs incurred in processing the order and for loss of profit, without prejudice to the possibility of claiming higher actual damages. The client reserves the right to prove that the damage was less.

In the case of continuing obligations without a minimum term, the contractual relationship can be terminated by both contractual partners with a notice period of 4 weeks to the end of the quarter.

The right of the contractual partners to prematurely terminate the respective contractual relationship for important reasons remains unaffected.

Without prejudice to the statutory provisions, Andy Uliczka may declare extraordinary termination to the client if the client is in arrears with the payment of invoice amounts for two due monthly flat-rate service fees or a significant part of two monthly invoices.

All other contractual relationships between the contracting parties remain unaffected by the termination of the contractual relationship for a service.

• 22 Use Rights

Upon settlement of all invoices relating to the order, Andy Uliczka shall transfer to the client all rights of use required for the use of its work and services to the extent agreed for the order. In case of doubt, Andy Uliczka shall fulfill its obligation by granting non-exclusive rights of use in the territory of the Federal Republic of Germany for a limited period for the duration of use of the advertising material. Any other use, in particular editing and modification, requires the consent of Andy Uliczka.

Unless otherwise agreed, Andy Uliczka shall retain the rights of use to works that have not yet been fully paid for at the end of the contract or, in the case of invoicing on a commission basis, have not yet been published.

In the case of documents and data that may have to be procured by the client, the client alone is liable if rights, in particular copyrights, are violated by third parties. The client shall indemnify Andy Uliczka against all third-party claims arising from such an infringement.

• 23 Copies and Retention

Andy Uliczka may make copies of the product for his own advertising purposes and demonstrate them. However, only when the product is used by the customer.

Andy Uliczka will store the original image and sound material (raw data) as well as any materials usually required for the addition or modification free of charge for two years. The copyright lies expressly with Andy Uliczka.

At the end of the three-year period, the agency or the client must decide at Andy Uliczka’s request whether the material should continue to be stored – but then at a charge – or whether it should be destroyed.

Andy Uliczka stores and saves documents or production data that must be stored for a longer period of time for legal reasons (tax, copyright, image law) at its own expense.

All rights under copyright law are held by Andy Uliczka; the client is granted the right to use the work as intended.

A transfer of copyright is possible in individual cases by means of a written agreement and assumption of costs. This always only touches on a project that is specifically to be named and precisely described. Without this transfer, the copyright for all texts, advertising texts, slogans, advertising material, training material, documents, photos, videos, graphics, audio files, films and animations remains with Andy Uliczka.

• 24 Imprint

Andy Uliczka may refer to his person in an appropriate manner on the contractual products with the consent of the client. The client can only refuse consent if he has a legitimate interest in doing so.

In the case of publications, the film production company is named as the author in the usual way.

• 25 Warranty Media Production

If the client is a merchant, he must inspect the work and services delivered by Andy Uliczka immediately upon receipt, but in any case within 14 days before further processing, and report any defects immediately upon discovery. If there is no immediate inspection or notification of defects, the client has no claims.

Andy Uliczka is liable for the absence of warranted characteristics within the scope of the statutory provisions. Andy Uliczka provides a warranty for defects that cancel or reduce the value or suitability for the usual use or the use assumed according to the contract.

Andy Uliczka’s warranty obligation is limited to the rectification of a defect within a reasonable period of time. The customer expressly reserves the right to demand a reduction in payment or cancellation of the contract if the repair fails. Failure in the aforementioned sense shall be deemed to exist in particular if rectification is impossible, if it is seriously and definitively refused by Andy Uliczka, if it is unreasonably delayed, if it has been attempted in vain or if it is unreasonable for the client due to the accumulation of defects.

The warranty period begins with the (partial) acceptance, in other cases as regulated by law. The warranty period is three years from the transfer of risk, without prejudice to the statutory commercial obligation to give notice of defects, unless another written agreement has been made.

• 26 Limitation of Liability Media Production

If the error is due to a circumstance for which Andy Uliczka is responsible, Andy Uliczka shall be liable for any damage incurred by the client as a result within the scope of the statutory provisions.

Further claims for damages of any kind against Andy Uliczka, such as those arising from culpa in contrahendo, positive breach of contract or tort, are limited to cases of intent or gross negligence.

The above limitations of liability also apply in favor of Andy Uliczka’s employees.

Claims for damages by the client expire after one year, notwithstanding the provision of § 202 BGB. This does not apply if Andy Uliczka has acted with malice, gross negligence or intent.

Andy Uliczka is not liable for the information transmitted via its services, and in particular not for its completeness, accuracy or timeliness, nor that it is free of third-party rights, or that the sender is acting unlawfully by transmitting the information.

If a loss-causing event has occurred via the transmission channels of a third-party carrier, Andy Uliczka shall assign all resulting claims to the customer, free and clear.

Andy Uliczka shall not be liable for defects attributable to errors etc. on the part of publishers, broadcasters and other advertising media facilities. Therefore, the customer has no right to deduct or withhold his performance for these reasons.

Andy Uliczka gives no guarantee for the success of an advertising campaign. All forecast targets are based on estimates and assumptions based on research that has been carried out. No guarantees of success can be given.

Andy Uliczka is not responsible for delays in service provision and performance due to force majeure and due to events that make performance significantly more difficult or impossible for Andy Uliczka – this includes in particular strikes, lockouts, official orders, the failure of communication networks and gateways of other operators, disruptions in the services of third-party carriers, even if they occur at suppliers or subcontractors of Andy Uliczka or their sub-suppliers, subcontractors or at operators of sub-node computers authorized by Andy Uliczka – even in the case of bindingly agreed deadlines and dates. Andy Uliczka is not responsible for disruptions in the services of third party carriers, even if they occur at suppliers or subcontractors of Andy Uliczka or their sub-suppliers, subcontractors or at the operators of sub-node computers authorized by Andy Uliczka – even in the case of bindingly agreed deadlines and dates. These entitle Andy Uliczka to postpone the service for the duration of the delay plus a reasonable start-up time. Otherwise there is a case of impossibility.

Unless other provisions in these terms and conditions exclude liability, liability is limited to EUR 2,500 in the event of damage caused by the use of Andy Uliczka’s services through the transmission and storage of data and in the event of damage caused because the required storage or transmission of data by Andy Uliczka was not carried out, unless there is intent or gross negligence.

Andy Uliczka hereby draws the customer’s attention to the fact that restrictions or impairments to the services provided by Andy Uliczka may arise which are beyond Andy Uliczka’s control. This includes, in particular, actions by third parties who are not acting on behalf of Andy Uliczka, technical conditions of the Internet that cannot be influenced by Andy Uliczka and force majeure. Similarly, the hardware and software or technical infrastructure used by the client (e.g. DSL connection from another provider) may also have an influence on the services provided by Andy Uliczka. Insofar as such circumstances have an influence on the availability or functionality of the service provided by Andy Uliczka, this has no effect on the contractual conformity of the service provided by Andy Uliczka.

Andy Uliczka carries out regular maintenance work on its systems to ensure the security of network operations, to maintain network integrity, the interoperability of services and data protection. For this purpose, it can temporarily stop or restrict its services, taking into account the interests of the client, insofar as objective reasons justify this. Andy Uliczka will carry out the maintenance work during periods of low usage where possible. If longer temporary service suspensions or restrictions are necessary, Andy Uliczka shall inform the customer in advance of the type, extent and duration of the impairment, insofar as this is objectively possible under the circumstances and the information would not delay the elimination of interruptions that have already occurred.
Andy Uliczka may change its services insofar as this is reasonable for the client, taking into account the client’s interests.

• 27 Right of set-off, reduction and retention, reimbursement

The client, who is a merchant or a legal entity under public law, may only offset undisputed or legally established claims against claims of Andy Uliczka. The customer is only entitled to assert a right of retention due to counterclaims arising from this contract.

Andy Uliczka has a right of retention to all data, templates, manuscripts, materials and other items already provided by the client until all due claims arising from the business relationship have been met in full.

If a significant hindrance lasts longer than two weeks, the client is entitled to reduce the monthly fees accordingly from the time the hindrance occurs until the next termination date. A significant disability exists if

1. a) the client can no longer access Andy Uliczka’s infrastructure and can therefore no longer use the services listed in the order confirmation,
2. b) the use of these services as a whole is made significantly more difficult or the use of individual services listed in the order confirmation becomes impossible,

or

1. c) there are comparable restrictions.

In the event of service failures due to a fault outside Andy Uliczka’s area of responsibility, no reimbursement of fees will be made. Otherwise, downtimes shall only be reimbursed if Andy Uliczka or one of its vicarious agents or assistants has caused the error at least through negligence and the downtime extends over more than one working day. Andy Uliczka shall inform the customer immediately of the non-availability of the service and shall reimburse the relevant consideration without delay.

If the client claims that the services charged to him were not caused by him or third parties for whom he is responsible, he must prove this.

• 28 Secrecy, Confidentiality, Data Protection

The client is hereby, in accordance with § 33 para. 1 of the Federal Data Protection Act and § 4 of the Teleservices Data Protection Act that Andy Uliczka processes his company and address (identity) in machine-readable form and for tasks arising from the contract Information.

Andy Uliczka undertakes to keep confidential all information and documents to which it has access in connection with the conclusion of the contract and which are designated as confidential or which are clearly recognizable as business or trade secrets of the client according to other circumstances, and not to record, pass on or exploit them unless this is necessary to achieve the purpose of the contract.

Andy Uliczka has ensured through suitable contractual agreements with the employees and/or agents working for it that they also refrain from any exploitation, disclosure or unauthorized recording of such business and trade secrets.

Corresponding obligations apply to the client with regard to Andy Uliczka’s business and trade secrets. This also applies in particular to the ideas and concepts brought to attention during the development phase/collaboration.

The client agrees that personal data (inventory data) and other information relating to his usage behavior (connection data), such as the time, number and duration of connections, access passwords, uploads and downloads, are stored by Andy Uliczka for the duration of the contract, insofar as this is necessary to fulfill the purpose of the contract. With the collection and storage, the client declares his consent. Andy Uliczka also processes and uses the collected inventory data to advise its clients, for its own advertising and for market research for its own purposes and for the needs-based design of its services. The customer can object to such use of his data. Andy Uliczka will not pass this data on to third parties without the user’s consent. This shall only not apply insofar as the data is publicly accessible anyway or Andy Uliczka is legally obliged to disclose such data to third parties, in particular law enforcement authorities, or insofar as internationally recognized technical standards provide for this and the client does not object.

• 29 password

If the client receives an individual “password” for access to the server, he already assures in his own interest that the password will be treated confidentially. The customer carefully manages passwords and other access data and keeps them secret. He is also obliged to pay for those services that third parties use or order using his access data and passwords, insofar as he is responsible for this

• 30 emails

Andy Uliczka reserves the right to limit the size of incoming and outgoing e-mails, insofar as this is reasonable for the client.
Andy Uliczka is authorized to delete e-mail messages received on provided accounts, a) after they have been retrieved by the client, b) after they have been forwarded in accordance with the client’s instructions, c) after they have been stored for 60 days.

However, Andy Uliczka is not obliged to carry out the deletion. The client himself is responsible for preventing his memory from reaching the capacity limit with the result that further electronic messages are not recorded by deleting it in good time.

The following provisions are additionally binding for network partners/networkers/trade representatives who are active on behalf of Andy Uliczka and 5KEYS

(1) The following terms and conditions are an integral part of every network partner contract between Andy Uliczka, Im kleinen Dorf 2, 29588 Oetzen, Germany represented by Mr. Andy Michael Uliczka, business resident there (hereinafter: Andy Uliczka) and the independent and autonomous contractual partner (hereinafter: network partner).

(2) Andy Uliczka provides its services to network partners exclusively on the basis of this section of the terms and conditions.

• 31 Subject matter and conclusion of the network partner contract

(1) The 5KEYS platform, which sells high-quality products in various areas in a multi-shop system in digital, downloadable (audios & videos) and physical form (in future: goods) as well as services in Germany and other countries via a network partner network. The network partner is to distribute (broker) goods for Andy Uliczka. The network partner receives a corresponding sales commission for his activity. It is not necessary to recruit other network partners for the aforementioned activity.

(2) In addition to the activity described under (1), the network partner is entitled to win other network partners for the sale of goods and services. For the care and maintenance of the network partner (downline) mediated in this way, the advertising network partner receives a corresponding care commission on their sales. The amount of the commission is based on the net remuneration values applicable at that time and the applicable remuneration plan, including the net values regulated there.

• 32 General requirements for the conclusion of the contract

(1) A contract can be concluded with legal entities, partnerships or natural persons who have reached the age of 18 and are entrepreneurs. It is not possible for consumers (consumers) to conclude a contract. Only one network partner application is accepted per natural person, partnership (e.g. GbR, OHG, KG) and legal entity (e.g. AG, Ltd.). If the network partner is a partnership or legal entity, it must provide all necessary information about this company (e.g. managing director, registered office of the company, commercial register seat and number) when registering as a network partner. Andy Uliczka reserves the right to request copies of the required documents, such as an extract from the commercial register or the articles of association.

(2) In the case of married couples/cohabiting partnerships and their dependent children, provided they live at the same address, only one network partner application per couple and/or family will be accepted.

(3) Insofar as order or order forms are used, these are considered part of the contract.

(4) The network partner is obliged to fill out the network partner application completely and properly and to accept the network partner conditions by pressing the “Save” button before sending the online application. By “saving” the network partner declares that they have taken note of and understood the risk information for network partners. Changes to the personal or company-related data of the network partner must be changed immediately in the dashboard under “My data” or reported in writing by e-mail to the e-mail address support@5keys.me. Andy Uliczka reserves the right to obtain further information from the network partner in individual cases.

(5) Andy Uliczka reserves the right to reject network partner applications at its own discretion without giving any reasons.

(6) In the event of a breach of the obligations set out in paragraphs (1), (2) and (4), Andy Uliczka is entitled to terminate the network partner contract without notice and to reclaim any commissions paid out. In addition, Andy Uliczka expressly reserves the right to assert further claims for damages in the event of termination without notice.

• 33 Obligations of the network partner

(1) The network partner is obliged to protect his personal passwords and login IDs from access by third parties.

(2) The network partner is prohibited from infringing on the rights of third parties, harassing third parties or otherwise violating applicable law. In particular, the ban on sending unsolicited advertising e-mails, advertising faxes or advertising SMS (spam) and advertising via social media channels also applies. The misuse or performance of unlawful acts, such as the use of unauthorized or unfair advertising (e.g. promises of success or healing claims) is prohibited. In particular, the network partner is not permitted to make false or misleading statements about products or the distribution system. The network partner is also prohibited from advertising to third parties about earning potential or information about their commissions, especially in connection with advertising measures.

(3) The network partner acts as an independent entrepreneur. He is not an employee or sales representative, but a network partner, namely an intermediary and/or reseller, so that there are no sales targets or purchase obligations.

(4) As an independent entrepreneur, the network partner is responsible for compliance with the relevant legal provisions, including tax and social law requirements, as well as for obtaining a trade license, if necessary. In this respect, the network partner assures that all commission income generated in the course of his work for Andy Uliczka will be duly taxed at his place of business. Andy Uliczka reserves the right to deduct or claim from the agreed commission the respective amount for taxes and duties that it incurs due to non-registration of the business, unless the network partner is not responsible for the non-registration. Andy Uliczka does not pay any social security contributions for the network partner. The network partner is not authorized to make statements or enter into obligations on behalf of Andy Uliczka.

(5) The network partner is prohibited from advertising and/or distributing additional competitive products (goods) or products/services of other network marketing companies or comparable companies, unless Andy Uliczka expressly desires cooperation in this regard. Approval must be obtained in writing, but can also be revoked in writing by Andy Uliczka at any time after it has been granted without giving reasons. The network partner is also not permitted to sell products or services of other companies to other 5KEYS network partners. If the network partner works for several companies that are not competitors at the same time, he undertakes to organize the respective activity (along with his respective downline) in such a way that there is no connection or mixing with his activity for the other company. The network partner is also prohibited from soliciting other 5KEYS network partners for the sale of other products. The network partner is also prohibited from violating other network partners or other sales contracts that he has concluded with other companies and whose clauses are still effective by concluding a network partner contract.

(6) Furthermore, cross-lining and attempts to do so within the company are prohibited. Crosslining means the acquisition of a natural person, legal entity or personnel company that is already a network partner of 5KEYS in another sales division or has had a network partner contract within the last 12 months. It is also prohibited to use the names of spouses, relatives, trade names, corporations, partnerships, trust companies or other third parties in order to circumvent this provision.

(7) The network partner must maintain absolute confidentiality regarding the business secrets of 5KEYS/Andy Uliczka and its structure. Business secrets also include, in particular, information on downline activities and the information contained therein. This obligation continues even after the termination of the business partner contract.

(8) Andy Uliczka provides legally verified marketing and sales documents for each market (country), which are stored for the network partner in the back office. This protects the network partner from warnings and gives him security. The use, production and distribution of own sales documents, own product brochures or other independently produced media and advertising material is only permitted with the prior, always revocable, written approval of Andy Uliczka. The advertising of 5KEY products via the Internet is only permitted using the advertising material and advertising statements provided. At no point may the network partner provide information about his income or earning potential at von 5KEYS. In the event that the network partner advertises Andy Uliczka’s goods in other Internet media such as social networks (e.g. Facebook), online blogs or chat rooms, he may also only use the official Andy Uliczka advertising statements provided and may not make any statements about his income or earning potential at von 5KEYS. Network partners are always prohibited from selling or otherwise distributing their own marketing and/or sales materials to other Andy Uliczka network partners.

(9) The goods and services brokered by Andy Uliczka may be presented and/or sold by the network partners at home parties, online home parties, online network events or in online conferences, subject to revocation within the framework of applicable law. The goods may also be presented by the network partner at trade fairs and specialist exhibitions with the prior written consent of Andy Uliczka. The restriction here is that the network partner may not offer any products from competitors at this trade fair. The products and services brokered by Andy Uliczka may only be sold in restaurants and other retail outlets such as supermarkets or petrol stations with the prior written consent of Andy Uliczka.

(10) The goods may not be offered at auctions, public and private flea markets, swap platforms, department stores, Internet markets such as eBay, Amazon or comparable sales venues.

(11) The network partner must not give the impression in business dealings that he is acting on behalf of or in the name of Andy Uliczka / 5KEYS. Rather, he is obliged to introduce himself as an independent Andy Uliczka / 5KEYS network partner. Internet homepages, stationery, business cards, car lettering, advertisements, advertising material and the like must always bear the addition “Independent 5KEYS Network Partner”. The network partner is also prohibited from applying for and taking out loans, making expenditures, entering into obligations, opening bank accounts, concluding other contracts or making other binding declarations of intent in the name of Andy Uliczka / 5KEYS for or in the interest of or on behalf of the company.

(12) All travel costs, expenses, office costs, telephone costs or other expenses for advertising materials are the responsibility of the network partner.

(13) Andy Uliczka enables the network partner to purchase the goods for personal use or the needs of family members. Under no circumstances may the network partner himself or his family members cause other network partners to purchase larger quantities of products for their own consumption that unreasonably exceed personal use within a household.

(14) In commercial transactions, the network partner is not entitled to name brands of competing companies in a negative, derogatory or otherwise illegal manner, or to rate other companies negatively or derogatory, or to use such negative, derogatory or otherwise illegal evaluations to poach network partners from other companies.

(15) All presentation, advertising, training and film material etc. from Andy Uliczka / 5KEYS are protected by copyright. They may not be reproduced, distributed, made publicly accessible or edited by the network partner in whole or in part without the express written consent of Andy Uliczka.

(16) The use of Andy Uliczka / 5KEYS’s name, trademarks, work titles and business designations (henceforth trademarks) is also only permitted with express written consent. This also applies to the registration of Internet domains that contain a trademark of Andy Uliczka / 5KEYS in any spelling. Andy Uliczka may demand that Internet domains which use a trademark of Andy Uliczka / 5KEYS and whose use has not been authorized in writing by Andy Uliczka be deleted and/or transferred to Andy Uliczka.

(17) A natural person, just like a legal person, is only entitled to achieve one position in the career plan.

(18) A network partner can re-register with Andy Uliczka / 5KEYS through another referrer after terminating his old position. The prerequisite is that the notice of termination and confirmation of termination by Andy Uliczka for the network partner’s old position was given at least 12 months ago and the terminating network partner has not carried out any activities for Andy Uliczka during this time.

(19) The Network Partner is not permitted to respond to press inquiries about Andy Uliczka, its products and services, Andy Uliczka’s product partners and brand owners, the Andy Uliczka Compensation and Career Plan or other Andy Uliczka / 5KEYS services. The network partner is obliged to forward all press inquiries to Andy Uliczka without delay.

(20) The network partner may only sell goods for Andy Uliczka or acquire new network partners in countries that have been officially opened by Andy Uliczka.

(21) The network partner, who is also the referrer, is obliged to support and train his downline. By way of example, but not conclusively, the referrer should instruct his downline in the sales techniques and the goods, explain the rights and obligations, including the submission of all legally relevant contract documents, explain the commission plan and carry out training measures. The recommender does not receive a separate remuneration for this, since he participates in the success of his downline through a corresponding commission.

(22) The network partner is prohibited from selling the goods and services himself or through third parties below the resale price recommended by Andy Uliczka.

(23) The network partner is to be assigned with regard to the processing of personal data of Andy Uliczka acc. Art. 29 GDPR, so that the network partner may only process personal data of the end customers and the network partners referred by him under the supervision and on the instructions of Andy Uliczka, unless the network partner is obliged to process such data under Union law or the law of the Member States. The network partner must always process the personal data in accordance with the specifications and instructions of Andy Uliczka and ensure that this data is processed, stored and destroyed in full compliance with all applicable data protection regulations, including the GDPR and the new BDSG. In particular, the network partner must inform end customers or recruited network partners about the collection, storage and use (including the purpose of use) of their personal data and, if necessary, obtain written consent for the network partner to continue to use the data (e.g. for the purpose of information about new products) may use. The network partner undertakes to ensure that the personal or customer-specific data of end customers of which it becomes aware is not passed on, stored or used by third parties beyond the contractual requirements.

• 34 Warning, contractual penalty, damages, release from liability

(1) In the event of a first breach of the obligations of the network partner regulated in § 33, Andy Uliczka shall issue a written warning, setting a deadline of 10 days to remedy the breach of duty.

(2) If the same or a similar infringement occurs again after the expiry of the period within the meaning of paragraph (1) or if the originally warned infringement is not remedied, a reasonable contractual penalty, the amount of which is at the discretion of Andy Uliczka and is to be reviewed by the competent regional court in the event of a dispute, shall be due immediately. For the assertion of the contractual penalty, further legal fees are incurred, which the network partner is obliged to reimburse.

(3) Irrespective of the forfeited contractual penalty, the network partner shall also be liable for all damages incurred by Andy Uliczka / 5KEYS as a result of a breach of duty within the meaning of § 33, unless the network partner is not responsible for the breach of duty.

(4) The network partner shall indemnify Andy Uliczka from liability in the event of a claim by a third party due to a breach of one of the obligations regulated in § 33 or any other breach of applicable law by the network partner, at Andy Uliczka’s first request. In particular, the network partner undertakes in this respect to bear all costs, in particular legal fees, court costs and compensation costs, incurred by Andy Uliczka in this connection.

• 35 Network partner protection / no area protection

(1) The active network partner who has registered a new network partner with Andy Uliczka for the first time will be assigned the new partner to his structure (network partner protection), whereby the date of receipt of the registration application or online registration by Andy Uliczka applies to the assignment. If two network partners claim the same new network partner as their referral, Andy Uliczka will only consider the referrer named in the initial registration.

(2) Compliance with the network guidelines is a basic principle of the Andy Uliczka / 5KEYS distribution system and serves as an indispensable business basis for the protection of all network partners. It is not possible to change a network partner to another line unless 100% of the persons affected by this process give their written consent to a change. Should a network partner attempt to change the line via a straw man, a spouse, another relative, a trade name, a corporation, a partnership or a trust or to bring about such a network partnership under false pretenses, this may lead to the loss of the network partnership through immediate extraordinary termination without prior warning.

(3) The registering network partner is obliged to transmit the data of the recommender properly and completely. Andy Uliczka is entitled to delete names and addresses of a network partner from its system if advertising mailings and letters are returned with the notes “moved”, “deceased”, “not accepted”, “unknown” or similar and this network partner does not correct the incorrect data within a reasonable period of time. If Andy Uliczka incurs costs as a result of undeliverable advertising mail and parcels, it is entitled to reclaim the costs from this network partner, unless it is not responsible for the faulty delivery.

(4) The network partner is not entitled to territorial protection. He is also prohibited from advertising with a territorial protection.

• 36 Advertising material, benefits, data processing

(1) All free advertising material and other benefits from Andy Uliczka can be revoked at any time with effect for the future.

• 37 Payment conditions / commission payment modalities / prohibition of assignment

(1) Andy Uliczka reserves the right to ask the network partner for proof of his tax number and VAT ID as well as business registration before the first payment of commissions or delivery of goods.

(2) Commissions from the network partner are paid to a business account or giro account specified by the network partner upon conclusion of the contract or stored in the dashboard.

(3) All commission payments result from the applicable career/compensation plan.

(4) Andy Uliczka is entitled to assert a right of retention within the scope of the statutory provisions. In addition, Andy Uliczka is entitled to assert a right of retention due to the payment of commissions if all required documents [see under (1) to (2)] are not available before the first payment. In the event that Andy Uliczka exercises the right to withhold commission payments, it is agreed that the network partner is not entitled to interest for the period of the commission retention.

(5) Andy Uliczka is entitled to offset claims to which Andy Uliczka is entitled against the network partner against the latter’s commission claims in whole or in part. If a customer’s purchase of goods or services that has already been commissioned is reversed, the commission already paid must be refunded. The refund is made in the month in which the purchase is reversed with the customer, if necessary by offsetting against existing commission claims and deducting the qualifications achieved in the career plan.

(6) The network partner is entitled to offset if the counterclaims are undisputed or have been legally established.

(7) Assignments and pledging of network partner claims from network partner contracts are excluded. The encumbrance of the contract with the rights of third parties is not permitted.

(8) Incorrect commissions, bonuses or other payments must be reported to Andy Uliczka within 60 days of the incorrect payment. After that time, the commissions, bonuses or other payment will be deemed approved.

(9) The network partner can view his commissions at any time on his dashboard and, if available, call them up.

• 38 Blocking of the network partner

(1) In the event that the network partner does not provide all necessary documents at the request of Andy Uliczka within 30 days of registering and becoming aware of the requirements for the payment of commissions, Andy Uliczka is entitled to temporarily block the network partner within the distribution system until such time as the requested documents are provided. The blocking period does not entitle the network partner to extraordinary termination, unless the network partner is not responsible for the blocking.

(2) Commission claims that cannot be paid out due to the aforementioned reasons shall be booked as provisions and shall expire at the latest within the statutory limitation periods.

(3) Irrespective of the reasons for blocking mentioned in paragraph (1), Andy Uliczka reserves the right to block for good cause. In particular, Andy Uliczka reserves the right to block the network partner’s access without notice if the network partner violates the obligations specified in § 32, § 33 and § 43 (2) or other applicable law, or if there is any other important reason and the network partner does not remedy the corresponding breach of duty in response to a corresponding warning from Andy Uliczka within the period specified in § 34. In the event of a breach of the obligations regulated in § 43 (2), Andy Uliczka is entitled to block the user without prior warning.

• 40 Duration and termination of the contract and consequences of the termination / death of a network partner

(1) The network partner contract is agreed for an indefinite period and can only be terminated by the network partner in writing with a notice period of one month to the end of the month. Andy Uliczka has the right to terminate the network partner contract for cause if the network partner does not make any sales within a period of twelve consecutive months and does not show any activity that is verified by the system.

(2) The network partner contract ends at the latest when the network partner dies or is deleted from the commercial register. The network partner contract can be inherited in compliance with the legal requirements. In principle, a new network partner contract must then be concluded with the heir(s) within 6 months, through which he or she enters into the rights and obligations of the testator. Death must be documented by a death certificate. If there is a will about the inheritance of the network partner contract, a notarized copy of the will must be submitted. If the six-month period expires unused, all rights and obligations arising from the contract are transferred to Andy Uliczka. Exceptionally, the six-month period is extended by an appropriate length if it is disproportionately short for the heir(s) in the individual case.

(3) Notwithstanding the reason for termination in paragraph (1), Andy Uliczka reserves the right to terminate the contract for good cause. An important reason exists in particular in the event of a violation of one of the obligations regulated in Section 32, Section 33 and Section 43 (2), if the network partner does not comply with its obligation to remedy the situation within the meaning of Section 34 in a timely manner or after the breach of duty has been eliminated at a later date The same or a comparable violation occurs again at the same time. In the event of a breach of the obligations regulated in § 43 (2), Andy Uliczka is entitled to extraordinary termination without prior warning. The right to extraordinary termination exists without prejudice to further claims.

(4) Domains that contain the name “Andy Uliczka” / 5KEYS or a trademark, a business name or a work title of Andy Uliczka / 5KEYS may no longer be used after termination of the contract and must be returned to Andy Uliczka.

(5) After the termination of a contract, a new contract can only be concluded after a period of at least 12 months has expired.

(6) With the termination of the contract, the network partner has no right to provision and in particular no commercial agent compensation claim, since the network partner is not a commercial agent within the meaning of the German Commercial Code.

• 41 Disclaimer

(1) If Andy Uliczka discontinues its distribution because it is subsequently determined that the goods or services are not marketable or if the supplier of Andy Uliczka discontinues its activities or the goods or services are no longer available or the goods are only delivered with modified contents, Andy Uliczka is expressly not liable for this.

(2) Otherwise, Andy Uliczka shall only be liable for damages other than those resulting from injury to life, body and health insofar as these are based on intentional or grossly negligent action or on culpable breach of a material contractual obligation (e.g. payment of commission) by Andy Uliczka, its employees or vicarious agents. This also applies to damage resulting from the breach of obligations during contract negotiations and from the performance of tortious acts. Any further liability for damages is excluded.

(3) Except in the case of injury to life, limb or health or intentional or grossly negligent behavior on the part of Andy Uliczka, its employees or vicarious agents, liability shall be limited to the damages typically foreseeable at the time the contract was concluded and otherwise to the amount of average damages typical for the contract. This also applies to indirect damages, especially loss of profit.

(4) Andy Uliczka shall not be liable for damages of any kind caused by loss of data on the servers, except in the case of gross negligence or willful misconduct on the part of Andy Uliczka, its employees or vicarious agents. Stored contents of the network partners are third-party information for Andy Uliczka within the meaning of the TMG.

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

• 42 Transfer of business operations / transfer of sponsored structure to a third party / transfer of shares in the case of a legal entity or partnership

(1) Andy Uliczka is entitled to transfer its business operations in whole or in part to third parties at any time, provided that the legal successor complies with the statutory provisions and the applicable contracts.

(2) The network partner is entitled to transfer its sales structure after prior written consent by Andy Uliczka and presentation of the purchase and/or transfer agreement with the third party, as well as presentation of the network partner application of the third party to Andy Uliczka, unless Andy Uliczka has exercised its right of first refusal. Andy Uliczka may only refuse consent for good cause if he does not exercise his right of first refusal. The network partner is obliged to notify Andy Uliczka in writing of the intended transfer of its sales structure. Andy Uliczka has one month from receipt of the written notification to exercise his right of first refusal. If this does not happen, the transfer is permissible unless there are other important reasons to the contrary. A sale is only possible in the non-terminated relationship. In the event of termination without notice or a breach of Andy Uliczka’s Network Partner and Delivery Conditions Germany, the network partner’s right to sell its own sales organization shall lapse, as shall the case where the selling network partner still owes Andy Uliczka money.

(3) If a legal entity or partnership is registered as a network partner, a transfer of the sales structure is only permitted if the requirements of this contract are met.

(4) If a new legal entity or partnership registered as a network partner wants to take on a new partner, this is possible provided that the previous partner(s) who applied for the network partnership also remain as partners. If a shareholder wishes to withdraw from the legal entity or partnership registered as a network partner or to transfer his shares to third parties, this action is permitted upon appropriate written application, if necessary with presentation of the relevant notarial deeds. If these requirements are not met, Andy Uliczka reserves the right to terminate the contract of the legal entity or partnership registered as a network partner.

• 43 Separation/divorce

In the event that a network partner registered as a married couple, legally registered partnership, legal entity or partnership terminates its company internally, only one network partner position remains even after the separation, dissolution or other termination of the aforementioned company. The separating partners must reach an internal agreement as to which partner is to continue the network partnership and notify Andy Uliczka of this in writing. In the event of an internal dispute regarding the consequences of separation, dissolution or other termination in relation to the network partnership at Andy Uliczka / 5KEYS, Andy Uliczka reserves the right to extraordinary termination if such a dispute leads to a neglect of the network partner’s obligations, to a breach of these Network Partner and Delivery Conditions Germany, to a breach of applicable law or to an unreasonable burden on the downline or upline.

• 44 Statute of Limitations

All claims from this contractual relationship expire for both parties within 6 months. The limitation period begins when the claim becomes due or when the damage occurs or when the damage can be identified.

• 45 Privacy Policy

(1) Responsible body for the collection, processing and use of personal data of the network partners is:

Andy Uliczka
In the small village 2
29588 Oetzen
Germany
E-mail: service@5keys.me

(2) We collect personal data for the following purposes and legal bases for data processing. We process your personal data in compliance with the General Data Protection Regulation (GDPR), the Federal Data Protection Act (BDSG) and all other relevant laws.

(3) We store personal data for as long as is necessary to achieve the respective purpose of the processing or as long as the storage is subject to a statutory retention period. We store data that we process on the basis of consent until consent is withdrawn. We store data that we process for the performance of a contract for as long as the contractual relationship exists and, if necessary, beyond this period if statutory retention periods oblige us to do so. We store data that we process on the basis of our legitimate interests for as long as the interest of the data subject in deletion of the data does not prevail.

(4) When registering and as part of the implementation of a contract as a network partner, we process the following personal data:

• salutation
• Name first Name
• address
• birth date
• E-mail address
• phone number
• IBAN and BIC
• company name
• tax number
• VAT number.

This information is required to establish and implement the contract as a network partner, in particular to process commission payments. The legal basis for the processing of this data is Art. 6 para. 1 p. 1 lit. b GDPR.

(5) The network partner has access to the back office. In this back office, the network partner receives an overview of the orders that he has initiated. For this purpose, the following information is displayed about the persons who have caused the network partner to place the order:

• Order number
• order date
• Surname
• First name
• Order status and payment status
• e-mail

This information is necessary for the calculation and tracking of commission claims. The legal basis for the processing of this data is Art. 6 para. 1 p. 1 lit. b GDPR.

In addition, the network partner can see a team overview in the back office. There he receives information about the network partners he recruited in his downline. The following information is displayed for this purpose:

• levels
• Customer number.
• address type
• company
• First name Name
• location
• E-mail

This information is required to calculate and track commission claims. The legal basis for the processing of this data is Art. 6 para. 1 p. 1 lit. b GDPR.

(6) The data will not be passed on to third parties unless this is necessary to fulfill the contract as a network partner or to protect the legitimate interests of Andy Uliczka or unless there is a legal or official obligation to do so.

We also use external service providers (processors) to carry out the contract. Separate order data processing contracts have been concluded with the service providers to ensure the protection of personal data. In addition, third parties who are not processors of Andy Uliczka are themselves obliged to process the data of the network partners in accordance with the GDPR and other applicable data protection regulations as their own controllers within the meaning of data protection law.

1. a) To calculate the differential commission of the network partners from the upline, the above in para. 5 listed information about the orders as well as the team overview are also displayed to the network partners in whose down-line the network partner is located. For this purpose, the network partners from the up-line receive the following information:

• levels
• Customer number.
• address type
• company
• First name Name
• location
• e-mail

This information is necessary for the calculation and tracking of the differential commission of the network partner’s up-line. The legal basis for the processing of this data is Art. 6 para. 1 p. 1 lit. b GDPR.

1. b) In order to carry out the delivery, the first name, surname, address, e-mail address and telephone number of the network partner may be forwarded to shipping companies to carry out the delivery.
2. c) For payment processing, the payment data of the network partners, namely first name, surname, address, e-mail address, telephone number, date of birth, IBAN and BIC are forwarded to banks or payment intermediaries.
3. d) Andy Uliczka passes on personal data, namely the first name, surname, address, e-mail address and telephone number of network partners in connection with customer orders and commission settlements, to its external accounting service provider in order to process the accounting.

The data transmission to the persons listed under para. 6 lit. b) – d) named service provider is used to carry out the contractual relationship with the network partner. The legal basis for this data processing is Art. 6 para. 1 p. 1 lit. b GDPR.

(7) Due to commercial and tax law requirements, Andy Uliczka is obliged to store the address and payment data of network partners for a period of ten years. However, Andy Uliczka restricts processing after two years, i.e. the network partners’ data is only used to comply with legal obligations. The legal basis for this storage is Art. 6 para. 1 sentence 1 lit. c GDPR. In addition, once the contract as a network partner has been fully processed, including full payment of the agreed fees, the network partners’ data will be deleted.

(8) The network partner has the right:

• to request information on the categories of data processed, processing purposes, any recipients of the data, the planned storage period (Art. 15 GDPR)
• to demand the correction or completion of incorrect or incomplete data (Art. 16 GDPR);
• to withdraw your consent at any time with effect for the future (Art. 7 (3) GDPR);
• to object, on grounds relating to his or her particular situation, to data processing which is based on a legitimate interest (Art. 21 (1) GDPR);
• to request the erasure of data in certain cases within the scope of Art. 17 GDPR – in particular if the data is no longer required for the intended purpose or is processed unlawfully, or if the network partner has withdrawn their consent or declared an objection;
• under certain conditions, to demand the restriction of the processing of data if erasure is not possible or the obligation to erase is disputed (Art. 18 GDPR)
• to data portability, i.e. the network partner can receive the data provided by Andy Uliczka in a common machine-readable format such as CSV and, if necessary, transmit it to others (Art. 20 GDPR).

To assert his rights, the network partner can contact Andy Uliczka or Andy Uliczka’s data protection officer (see contact details at the beginning of the privacy policy)

Furthermore, the network partner has the right to complain to one of the data protection authorities about the processing at any time. A list of all data protection authorities can be found under the following link: https://www.bfdi.bund.de/DE/Infothek/Anschriften_Links/anschriften_links-node.html

• 46 Inclusion of the remuneration system, the commission plan, the marketing plan / consent to the transfer of personal data

(1) The remuneration system, the commission plan and the career plan are also part of the network partner contract, which the network partner confirms as well as acknowledgment of the aforementioned documents by sending the fully completed application form electronically. The network partner must always comply with these specifications in accordance with the currently valid version.

(2) Furthermore, the data protection declaration (cf. § 15) is also expressly part of this contract, which the network partner confirms by sending the fully completed application form electronically. By sending the completed application form electronically, the network partner consents to the forwarding of his/her personal data within 5KEYS and to the business partner’s direct referral line.

(3) Andy Uliczka is entitled to change the remuneration system and career plan at any time. Andy Uliczka will give reasonable notice of any changes. If the network partner does not agree to the changes, it has the right to terminate its contract after the announcement until the change comes into force. If he does not cancel his contract within four weeks after the change comes into effect, the network partner automatically accepts the change.

• 47 Consent to Use Photographic and Audiovisual Material

The network partner grants Andy Uliczka the right, free of charge, to record or carry out photographic and/or audiovisual material with his likeness, voice recordings or statements and quotations from him in the context of his function as a network partner.

The following is binding for all contractual partners

• 48 Governing Law/Jurisdiction

(1) The law of the Federal Republic of Germany applies to the exclusion of the UN Sales Convention. Mandatory provisions of the state in which the network partner has his habitual residence remain unaffected.

(2) If the network partner is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany or moves his place of residence abroad after conclusion of the contract or his place of residence is not known at the time the action is brought, the place of jurisdiction and place of performance shall be Uelzen.

• 49 Final Provisions/ Severability Clause

(1) Andy Uliczka is entitled to change the network partner and delivery conditions at any time. Andy Uliczka will give reasonable notice of any changes. The network partner has the right to object to the change. If he does not object to the changed conditions within one month after notification, these become part of the contract. In the event of an objection, Andy Uliczka is entitled to terminate the contract at the time at which the amended or supplementary terms and conditions are to come into force.

(2) For the rest, changes or additions to all conditions must be in writing. This also applies to the lifting of the writing requirement.

(3) If a clause of these conditions is ineffective or incomplete, the entire contract should not be ineffective. Rather, the ineffective clause should be replaced by one that is effective and comes closest to the economic meaning of the ineffective clause. The same should apply when closing a gap that requires regulation

(4) E-mails are deemed to have been delivered when they have been accepted by the addressee mail server. Messages and data are only encrypted or signed if expressly agreed in writing.

(5) Andy Uliczka is entitled to include META information in the pages created and/or modified by Andy Uliczka, in particular concerning copyright and trademarks in the broader sense as well as copyrights and ancillary copyrights. In case of doubt, such information will not be regarded by the contracting parties as editorial processing of the documents. An assumption of editorial responsibility is not associated with the inclusion of this META information. If Andy Uliczka is or becomes legally obliged to deposit information in Internet pages openly or as META data, Andy Uliczka is entitled, at its own discretion and insofar as the client does not comply with Andy Uliczka’s request within a reasonable period of time or there is “imminent danger”, to deposit this information even without the client’s express consent, insofar as it is known to Andy Uliczka, or, until the information has been legally deposited by the client, to remove the Internet pages from the network.

• 50 Dispute Resolution Information

(1) The European Commission provides a platform for out-of-court online dispute resolution (ODR platform), which can be accessed at http://ec.europa.eu/odr

(2) Andy Uliczka shall always endeavor to settle any differences of opinion arising from the contractual relationship in an amicable manner. However, Andy Uliczka does not participate in proceedings before a state-recognized consumer arbitration board. The legal process is open at all times.

GTC as of March 2024 Version 2.0