Terms and conditions

General Terms and Conditions of Strategy Target Group S.à r.l.
for Affiliate Partners
Status: 09.12.2022 | supplemented on 10.10.2024 regarding the use of the PLAN-B NET ZERO SALES App | last amended on 27.07.2026 (minimum payout amount, expiration and statute of limitations for unclaimed commissions)

Note:
For the sake of readability, the masculine form is used for personal designations and nouns in this document. In the interest of equal treatment, corresponding terms apply to all genders. The abbreviated language form is for editorial reasons only and does not imply any value judgment.

§ 1 General Provisions

1.1. The following General Terms and Conditions ("GTC") of Strategy Target Group S.à r.l., 1, Haaptstrooss, L-6869 Wecker, Luxembourg (hereinafter "STG"), are an integral part of every legal transaction between STG and the STG Affiliate Partners (hereinafter "STG AP"). Together with other applicable provisions, conditions, restrictions, and the STG back office, these form the "Contract." In addition to the use of the back office, the use of the PLAN-B NET ZERO SALES App, hereinafter referred to as the "PBNZ Sales App" and collectively as "Platforms," is also part of the contract. The functions and rights for the STG AP remain identical in both the back office and the PBNZ Sales App.

1.2. Before the STG AP can enter into a contract with STG, they must agree to these terms during online registration by clicking "read and accepted." By doing so, they acknowledge the GTC as binding for them.

1.3. STG offers its services primarily and predominantly in electronic form, provided via the back office and the PBNZ Sales App. Communication between STG and the STG APs takes place on both sides either via email and/or by publishing notices in the STG back office, in the PBNZ Sales App, and via the Telegram information channel. By accepting the GTC, the STG AP expressly agrees to electronic and/or telephone communication from STG.

§ 2 Conclusion of Contract

2.1. By submitting the registration form and activating the account in the back office or the PBNZ Sales App, the registration is completed and the parties enter into a legally binding contract.

2.2. A contract can only be concluded with legal entities, partnerships, or natural persons who have reached the age of 18 and are entrepreneurs. Conclusion of a contract with consumers is not possible and is expressly excluded here.

2.3. The STG AP must carry out their registration independently and in full, providing their registered business address and tax number or VAT ID.

2.4. Changes to personal or company-related data must be corrected immediately on the platforms. STG is entitled to delete the name and address of an STG AP from its system if their information is incorrect and/or untruthful.

§ 3 Rights and Obligations of the STG AP

3.1. The STG AP distributes products and services for STG and its contractual partners and has the option to use both the back office and the PBNZ Sales App for management and distribution. Both platforms offer the same functions and rights. The STG AP can access their data, invoices, and other important information via both platforms.

3.2. The STG AP must safeguard the interests of STG at all times. In doing so, the STG AP shall observe the prices and conditions set by STG as well as the uniform procedures.

3.3. The STG AP acts as an independent and autonomous entrepreneur. They act exclusively as an intermediary. There are no sales targets, purchase requirements, and/or other performance obligations. With the exception of contractual obligations, the STG AP is not subject to any instructions from STG. They bear the full entrepreneurial risk in the manner of a prudent businessperson.

3.4. The STG AP is not authorized to make declarations and/or enter into obligations on behalf of STG and its contractual partners, nor to make statements on their behalf.

3.5. As an independent entrepreneur, the STG AP is solely responsible for compliance with relevant legal provisions, including tax and social security requirements (e.g., obtaining a VAT identification number or registering themselves and their employees for social security), as well as for obtaining a business license, if required. Furthermore, the STG AP is responsible for independently informing themselves about the respective legal requirements in their country.

3.6. STG provides the STG AP with a self-billing invoice on the platforms once a month. The STG AP is responsible for retrieving these invoices. This statement is expressly considered binding if no objection is raised within 30 days of receipt.

3.7. The STG AP is generally not entitled to territorial protection unless such territorial protection has been expressly and formally confirmed to the STG AP by STG in writing.

§ 4 Non-compete clause

4.1. The STG AP may work for other clients. If the STG AP works for other companies in a full-time or part-time capacity, they undertake to structure their activities in such a way that no connection and/or overlap with their activities for the other company occurs. Furthermore, the STG AP is prohibited from poaching STG sales partners not recruited by them (so-called "non-frontline partners") for the sale of other products.

4.2. The sales partner is obliged to report any potentially competing sales activities to STG immediately by email. The STG management will review the matter and reserves the right to prohibit such sales activities.

4.3. If the above regulation is violated by the AP, STG is authorized to terminate this contract extraordinarily.

§ 5 Advertising products

5.1. STG offers the STG AP specially developed materials and advertising products for promoting the services and products to be brokered. These are published in the back office and the PBNZ Sales App. The specified images and texts must be used by the STG AP in their original form and may not be altered in any way. Otherwise, the marketing guidelines apply. STG reserves the right to change the provided advertising materials at any time. The current materials and advertising products must be used at all times.

5.2. The use of one's own sales documents, product brochures, media materials, STG websites, and other advertising media is not permitted without written consent. Requests for adjustments and/or changes must be submitted to STG for quality inspection and approval prior to publication.

5.3. Advertising STG products and those of its contractual partners via the internet is also permitted exclusively using the provided advertising media and advertising claims. The STG AP undertakes to use only the templates provided on the platforms for their business cards and email signatures (uniform corporate identity).

5.4. Should the STG AP, despite this prohibition, use independently designed advertising materials / sales documents / product brochures, etc., without authorization and thereby disregard the content of this contract, they shall pay a contractual penalty of EUR 10,000.00 to STG, regardless of whether actual damage has occurred and without prior warning. In addition, STG reserves the right to terminate the contract without notice.

5.5. If STG incurs demonstrable damages due to the unauthorized use of independently designed advertising materials, STG will assert these claims in addition to the actual contractual penalty.

5.6. Press inquiries regarding STG and its contractual partners must be forwarded immediately to the head office (info@strategy-target.group).

§ 6 Commission entitlement

6.1. Commissions depend on the products brokered.

6.1.1. Details regarding commissions for individual products are documented in the respective product description (fact sheet). A corresponding fact sheet for each product is made available via the platforms.

6.1.2. Furthermore, the commission depends on the referral level achieved. The currently valid version of the STG referral system is available via the platforms.

6.1.3. If the STG AP brokers a "major client" to STG or its product partners, an individual commission arrangement will be made in writing in advance following a review. In this case, the aforementioned regulations do not apply.

6.2. STG AP commissions are transferred/paid to a bank account specified by the STG AP in the back office or the PBNZ Sales App, or in accordance with other payment methods specified on the platforms. The STG AP has the right to request payment of commissions accrued in their platform commission account at their discretion once a minimum payout threshold of EUR 100.00 has been reached. Payouts of commission balances below the minimum threshold of EUR 100.00 are not possible; these amounts remain in the commission account and are accumulated with future commission credits until the minimum threshold is reached. STG generally processes payouts at 14-day intervals following verification of the claim.

6.3. STG is entitled to assert a right of retention within the framework of statutory requirements. Furthermore, STG is entitled to assert a right of retention regarding the payment of commissions if all required documents have not been submitted prior to the initial payout or if the information provided was incorrect. In the event that STG exercises its right of retention regarding commission payments, it is agreed that the STG Sales Partner is not entitled to any interest for the period of the commission retention.

6.4. Assignments and pledges of claims arising from the Sales Partner Agreement are excluded. Encumbering the contract with the rights of third parties is not permitted.

6.5. Incorrect commissions, bonuses, or other payments must be reported to STG in writing within 30 days of the incorrect payment; otherwise, they shall be deemed accepted by the STG Sales Partner.

6.6. The STG Sales Partner expressly agrees that STG may forward data required for transfers to the respective bank.

6.7. STG reserves the right to adjust commissions in accordance with developments.

§ 7 Loss, Forfeiture, and Limitation of the Commission Claim

7.1. STG is entitled to offset claims that STG has against the STG Sales Partner against their commission claims, in whole or in part.

7.2. The STG Sales Partner has no claim to commission if it is determined that the brokered party does not make a payment or withdraws the payment. In such cases, commissions already paid must be refunded. Commission payments from brokered sales of the respective product providers will only be made once the respective product provider has paid their deposit to STG.

7.3. STG reserves the right to immediately suspend commission payments in the event that the STG Sales Partner intentionally or through gross negligence causes damage to STG.

7.4. STG has the right to reduce the amount of the commission claim or to deny it entirely should the STG Sales Partner, contrary to expectations, no longer fulfill their obligations under these GTC in part or in full.

7.5. Forfeiture and Limitation of Unclaimed Commissions

7.5.1. Commission balances credited to the STG Sales Partner on the platforms that the STG Sales Partner does not request for payout despite reaching the minimum payout amount pursuant to § 6.2. shall expire twelve (12) months after the end of the calendar year in which they were made available for payout to the STG Sales Partner on the platforms, provided that the STG Sales Partner has not requested the payout in text form before the deadline expires.

7.5.2. The parties simultaneously agree that, notwithstanding statutory limitation periods, all claims of the STG Sales Partner for the payment of commissions, bonuses, and other remuneration shall become time-barred within twelve (12) months from the due date. This corresponds to the shortest contractually agreed limitation period permitted between entrepreneurs under Luxembourg law.

7.5.3. Should the period specified in § 7.5.1. or § 7.5.2. be impermissibly short under mandatory Luxembourg law, the shortest legally permissible period shall be deemed agreed in its place. The preceding provisions do not apply to claims arising from intentional or grossly negligent conduct by STG.

7.5.4. Commission balances below the minimum payout amount pursuant to § 6.2. are not subject to forfeiture under § 7.5.1. Upon termination of the contract, balances below the minimum payout amount will also be paid out or offset as part of the final settlement pursuant to § 12.1.

§ 8 Rights to the Contract Product

8.1. All rights to the contract products belong to STG and its contractual partners. However, STG and its contractual partners grant the STG Sales Partner permission to use the trademarks and other signs of STG and its contractual partners during the term of the contract, subject to prior coordination. In doing so, the STG Sales Partner must clearly indicate their legal status as an independent STG Sales Partner.

8.2. All presentation, advertising, training, and film materials, etc. (including photographs) provided by STG on the platforms are protected by copyright. Furthermore, there is extensive trademark protection. Due to copyright and trademark protection, materials as well as various uses of the STG name (such as internet domains, email addresses, etc.) may only be reproduced, distributed, made publicly accessible, or edited in whole or in part with the express written consent of STG.

§ 9 Confidentiality Obligation

9.1. The STG Sales Partner must maintain absolute confidentiality regarding the trade secrets of STG and its contractual partners, as well as the structure of STG. This obligation continues even after the termination of the Sales Partner Agreement (GTC). Internal documents entrusted and/or provided to the STG Sales Partner must be returned immediately and without separate request upon termination of the contract. This obligation to return documents also extends to the customer file maintained by the STG Sales Partner during the term of the contract.

9.2. The STG partner must ensure that the aforementioned confidentiality obligations are also observed by their employees and/or other agents. The STG partner is liable for their employees and other agents.

§ 10 Warning, Contractual Penalty, Damages, Indemnification

10.1. In principle, breaches of these GTC must first be warned, provided this is reasonable.

10.2. If the same or a similar breach occurs again and/or the originally warned breach is not remedied, a reasonable contractual penalty will immediately become due, the amount of which is at the discretion of STG and subject to review by the competent court in the event of a dispute.

10.3. Regardless of any contractual penalty paid, the STG partner is also liable for all damages incurred by STG due to a breach of this sales partner agreement (GTC) or other rights of STG, unless the STG partner and their employees or other agents are not responsible for the breach of duty.

10.4. In the event of a claim by a third party due to a breach of one of the contractually regulated obligations and/or any other breach of applicable law by the STG partner, the STG partner shall indemnify STG against all liability upon first demand. In particular, the STG partner undertakes to cover all costs, especially legal, court, and potential damages costs, incurred by STG in this context.

§ 11 Duration, Termination, Transferability, and Inheritability of the Contract

11.1. This contract is concluded for an indefinite period.

11.2. The STG partner has the right to terminate this sales partner agreement ordinarily at the end of any given month. Termination must be submitted by post or digitally to help@strategy-target.group. STG waives its right to ordinary termination provided that the partner has paid their annual fee for the use of the back office.

11.3. Both parties are entitled to terminate this agreement extraordinarily for good cause. Good cause for termination by STG exists in particular in the following cases:

11.3.1. The STG partner intentionally violates the non-compete clause pursuant to § 4 and/or breaches the confidentiality obligation pursuant to § 9;

11.3.2. The STG partner uses their own sales material in violation of § 5 para. 5.2 and/or thus intentionally violates the marketing guidelines;

11.3.3. The STG partner provides incorrect information regarding their personal and/or company data;

11.3.4. The STG partner commits a serious breach of statutory regulations and/or public policy in the course of their activities;

11.3.5. The initiation of insolvency proceedings against the STG partner.

11.4. The STG partner has the option to transfer their claims arising from this agreement to another natural or legal person at any time. Any such transfer must be notified to STG in good time and requires the express consent of STG.

11.5. The sales partner agreement may be inherited in compliance with statutory requirements. In principle, a new sales partner agreement must be concluded with the heir(s) within six months, who will then assume the rights and obligations of the deceased. In the event of death, a death certificate is required for the transfer. If there is a will regarding the inheritance of the sales partner agreement, a notarized copy of the will must be submitted. If the six-month period expires without action, all rights and obligations under the contract will pass to STG. By way of exception, the six-month period may be extended by a reasonable length if it is disproportionately short for the heir(s) in an individual case.

§ 12 Effects of Termination

12.1. Following ordinary termination, any outstanding commissions will be settled as part of a final statement, the STG partner's account in the back office and the PBNZ Sales App as well as their email address will be closed, and the ID will revert to STG. The final statement will include all commission balances, including those below the minimum payout amount pursuant to § 6.2; any remaining balance will be paid out to the STG partner after offsetting any counterclaims.

12.2. In the event of extraordinary termination due to a culpable and serious breach of trust that makes the continuation of the contract unreasonable for STG, STG reserves the right to immediately suspend commission payments on a case-by-case basis.

§ 13 Limitation of Liability

13.1. STG is only liable for damages other than those resulting from injury to life, limb, or health if they are based on willful or grossly negligent conduct or on the culpable breach of a material contractual obligation (e.g., payment of commission) by STG, its employees, or vicarious agents. This also applies to damages arising from the breach of duties during contract negotiations as well as from the commission of tortious acts. Any further liability for damages is excluded.

13.2. Except in cases of injury to life, limb, or health, or willful or grossly negligent conduct by STG, its employees, or vicarious agents, liability is limited to damages typically foreseeable at the time of contract conclusion and, furthermore, limited in amount to the average damages typical for the contract. This also applies to indirect damages, in particular loss of profit.

13.3. STG is not liable for damages of any kind resulting from data loss on the servers, except in cases of gross negligence or willful misconduct on the part of STG, its employees, and/or vicarious agents.

§ 14 Consent to the Use of Photographic and Audiovisual Material

The STG AP grants STG the royalty-free right to capture or create photographic and/or audiovisual material featuring their likeness, voice recordings, and/or statements and quotes in their capacity as an STG AP. By signing the distribution partner agreement and acknowledging these Terms and Conditions, the STG AP expressly consents to the publication, use, and reproduction of their quotes, recordings, or transcripts. The STG AP has the right to revoke this consent. In the event of revocation, STG will cease the aforementioned use within a three-month period.

§ 15 Final Provisions

15.1. The current Terms and Conditions apply. STG reserves the right to amend them at any time. Changes will be communicated to STG APs in advance via email newsletter and/or through the platforms. If the changes adversely affect the rights of the STG AP, they may object to the changes and thereby terminate the contractual relationship. The changes shall be deemed accepted at the latest if the STG AP does not object in writing within one month.

The address for objections is: Strategy Target Group S.à r.l., 1, Haaptstrooss, L-6869 Wecker, Luxembourg, or digitally: help@strategy-target.group.

Any outstanding commissions will be settled, the account on the platforms and the email address will be closed, and the ID will revert to STG.

15.2. STG reserves the right to transfer its business operations in whole or in part to third parties.

15.3. Collateral agreements, amendments, or additions to this contract must be made in writing to be legally effective. This also applies to any waiver of the written form requirement.

15.4. Should one or more provisions of these Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions.

15.5. To the extent permitted by law, the laws of Luxembourg apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). To the extent permitted by law, the place of jurisdiction is the registered office of STG.

15.6. These Terms and Conditions, as well as the services and service descriptions on the platforms, were drafted in German. In the event of any necessary interpretation, the German language shall prevail. Translations are provided solely for informational purposes and are not legally binding.