Terms and Conditions for Sales Representatives

0. Validity, Definitions, Order of Precedence

(1) These General Terms and Conditions govern the activities of sales representatives in direct sales of skinmade, including the remuneration system, device provision, data protection, compliance, term, and termination of the contractual relationship.

(2) Definitions: "Direct Sales" means the monthly turnover generated personally by the sales representative with end customers based on prices approved by skinmade. "Level E1" ("E1") includes all individuals and studios/spas directly recruited by the sales representative in network marketing. "Level E2" ("E2") includes all individuals and studios/spas directly recruited by members of Level E1; "Level E3" ("E3") similarly includes all individuals and studios/spas directly recruited by members of Level E2. "Active" means anyone who achieves Direct Sales of at least €250 in the relevant calendar month. "Active Members" are individuals and studios/spas in E1, E2, or E3 who are active in the relevant month. "Team Size" is the sum of all active members in E1, E2, and E3.

(3) Order of Precedence: Individual, written agreements take precedence over these GTC. Statutory regulations remain unaffected.

(4) There are no territorial protection or exclusive distribution rights, unless expressly agreed otherwise in writing. This also applies if skinmade's distribution is referred to as "Exclusive Distribution" in external communications; this does not imply territorial protection or exclusive distribution rights.

1. Subject Matter and Obligations of the Agreement

(1) The sales representative acquires and supports end customers as well as studios/spas, conducts product demonstrations and onboardings, and maintains all business-relevant activities in the CRM system specified by skinmade.

(2) The sales representative uses only approved prices, advertising claims, and skinmade's corporate identity. Medical claims of healing are prohibited.

(3) The sales representative operates as an independent entrepreneur, is responsible for their own taxes and duties, and promptly notifies of any status-relevant changes.

(4) There is no employment relationship between the parties and no integration into the company's work organization.

2. Assignment, Activity, Inactivity, Re-assignment and Online Orders

(1) Commissions are due to the sales representative for transactions that they mediated or substantially initiated within the meaning of Section 87 HGB, or that are concluded with customers they recruited for similar transactions. Commission assignment follows the principle of actual causation. Timely and complete documentation of the customer relationship and essential sales activities in the CRM system specified by skinmade establishes a rebuttable presumption for assignment. Mandatory statutory claims under Sections 87, 87a HGB remain unaffected.

(2) Pure inbound transactions without any discernible advertising or advisory contribution from the sales representative generally do not give rise to a claim for remuneration. However, if the sales representative demonstrably acquired and supported the customer for skinmade previously, these circumstances will be appropriately considered in the assignment according to paragraph 1.

(3) Online and Affiliate Orders: Orders placed via the sales representative's personal link are considered their Direct Sales. Orders placed via the sponsor's personal link are assigned to the sponsor. Credits require the activity of the relevant sales representative within the meaning of Section 0 (2) in the relevant month; a grace period of two months may be granted by skinmade. From the third month of inactivity, skinmade may assign orphaned customers to active sales representatives or a central skinmade sales channel based on transparent, objective logic (especially postcode or territory logic). Mandatory statutory claims under Sections 87, 87a HGB remain unaffected.

(4) A sales representative is considered "temporarily inactive" if they do not reach the activity threshold defined in Section 0 (2) in a calendar month. They are considered "permanently inactive" if they have not been active for three consecutive calendar months. Temporary inactivity alone does not lead to the loss of already accrued commission claims or the automatic re-assignment of customers.

(5) Existing customers of a permanently inactive sales representative may be reassigned for objective reasons, especially in cases of permanent inactivity within the meaning of paragraph 4, repeated serious breaches of duty, systematic compliance violations, or at the express request of the customer. skinmade will inform the affected sales representative of this in text form with a notice period of at least 30 calendar days to the end of the month; the reassignment will take effect on the first day of the following month.

(6) From the time of reassignment according to paragraphs 3 and 5, commission claims of the previous sales representative for future transactions with these customers generally only arise if they exceptionally caused their conclusion within the meaning of Section 87 (3) HGB. Already accrued or legally mandated commission claims, particularly under Sections 87, 87a HGB, remain unaffected by the reassignment.

(7) Neither a geographical area nor a customer base is exclusively assigned; other sales representatives or other distribution partners may operate in parallel. The internal assignment under this section serves the fair and practicable distribution of support and remuneration claims and does not affect the mandatory legal rights of the sales representative.

3. Remuneration

3.1 Direct Sales Commission (Own Sales)

(1) The sales representative receives a percentage commission on the net turnover invoiced by skinmade (excluding VAT, after deduction of discounts, cash discounts and credits) for their own direct sales.

(2) The amount of the direct sales commission depends on the career level achieved according to section 4. The applicable percentages are set out in the remuneration table "Career Levels and Commissions Network Marketing" (Appendix 2), which is part of this contract.

(3) Changes in career level only apply to future billing periods. A demotion effect within an already elapsed calendar month does not occur.

3.2 Team Commission in Network Marketing

(1) In addition to the direct sales commission, the sales representative receives a team commission on the sales of their team in levels E1, E2 and E3.

(2) The basis for calculation is the monthly net turnover of active members in E1, E2 and E3 with skinmade products and services, which is assigned to the sales representative according to the assignment rules under section 2.

(3) The amount of the team commission rates in levels E1, E2 and E3 depends on the career level achieved by the sales representative and is set out in the remuneration table "Career Levels and Commissions Network Marketing" (Appendix 2).

(4) Multiple remunerations of the same turnover to different persons in the same level are excluded. In all other respects, the assignment and ranking rules of section 2 apply.

3.3 Billing, Due Date, Objections

(1) The billing period is the calendar month. The basis for billing is the turnover received by skinmade in the respective month and not cancelled (cash receipt principle). Returns and credits reduce sales in the credit month.

(2) skinmade generally prepares the commission statement by the 15th calendar day of the following month and pays due commission balances no later than the last banking day of the following month. A minimum payout amount of €25 may be set by skinmade; balances below this amount will be carried forward to the following month.

(3) skinmade is entitled to correct invoices for objective reasons, in particular in the event of returns, cancellations, obvious calculation errors or overpayments. The sales representative will be informed of significant corrections.

(4) Objections to an invoice must be made in text form within 30 calendar days of receipt. After this period, the invoice is deemed approved, unless there is an obvious error.

3.4 Remuneration Emergency Clause (temporary adjustment)

(1) If an exceptional disruption, not caused by skinmade, occurs that significantly impairs skinmade's calculations (in particular, official or legal measures, significant and sustained disruptions of supply chains or logistics, long-term failure of critical IT infrastructure or service providers, natural disasters/force majeure, or exceptional raw material or energy price peaks), remuneration parameters may be temporarily adjusted. This is an exceptional clause; its application is limited to rare special situations.

(2) A significant impairment exists if the contribution margin II changes by at least 10% or the unit costs change by at least 15% compared to the average of the last three months.

(3) Temporary measures may include, in particular, the adjustment of individual commission rates, tiers or caps by a maximum of 20% (relative), the temporary adjustment of bonus conditions or the deferral of payment to the next billing month. Retroactive effects on already accrued commission claims under §§ 87, 87a HGB are excluded.

(4) Measures under this clause will be communicated to the sales representative in text form with reasons and indication of the data basis. For changes to commission rates, tiers or caps, the lead time is generally 30 calendar days from receipt of the notification; for pure deferrals of payment dates, a lead time of 14 calendar days may be sufficient. In the case of mandatory legal or official requirements, the notification may be made at the required time.

(5) The validity of the measures is limited to a maximum of three months; a one-time extension of a further three months is possible if the disruption continues. Thereafter, the last valid standard remuneration automatically applies.

(6) If the emergency ceases prematurely or the measure proves to be obviously excessive ex post, a reasonable adjustment ("True-Up") will be made in the next billing.

(7) Upon initial activation of this clause, the sales representative has a special right of termination effective on the effective date. If they do not exercise this right, the temporary measures are deemed accepted. This clause takes precedence over Section 16 as lex specialis.

4. Roles and Qualification

(1) In skinmade's network marketing, the following career levels exist:
– Ambassador,
– Expert,
– Senior Expert,
– Team Lead,
– Senior Team Lead,
– Area Manager, and
– Director.

(2) Assignment to a career level is based on the following qualification requirements. The values existing at the end of each calendar month (direct sales, active members in E1, E2 and E3) are decisive.

(3) Overview of qualification requirements:

– Ambassador: Start with a first skin analysis event (onboarding and active participation in the introductory training).
– Expert: Achieve cumulative direct sales of at least €500 within two consecutive calendar months.
– Senior Expert: Achieve at least 3 active members in Level E1.
– Team Lead: Achieve at least 4 active members in Level E1 and at least 6 active members in Level E2.
– Senior Team Lead: Achieve at least 6 active members in Level E1 and at least 10 active members in Level E2.
– Area Manager: Achieve at least 8 active members in Level E1, at least 20 active members in Level E2, and at least 40 active members in Level E3.
– Director: Achieve at least 12 active members in Level E1, at least 40 active members in Level E2, and at least 100 active members in Level E3.

(4) For classification into a career level, the highest level achieved in the respective calendar month is always decisive. A career level once achieved remains valid for at least the following month; skinmade may downgrade the sales representative if the requirements are no longer met in several consecutive months.

(5) If a member in the downline reaches the same career level as their immediate sponsor, skinmade may provide for a "break-away" for the corresponding downline leg: From the following month, the sponsor will no longer receive team commission on the sales of this leg; this does not affect their direct sales and other team sales.

(6) Further role-related rights and obligations, particularly regarding equipment provision, training, and responsibilities, result from the other provisions of these GTC (in particular Sections 5 and 6).

5. Equipment Policy – Smart-Spectrum-System

(1) From the role of Expert, skinmade may lend the measuring system to the sales representative after approval and training; ownership remains with skinmade.

(2) Inventory tracking by serial number with quarterly reconciliation and spot audits.

(3) Upon termination of the contract or upon written request, the measuring system must be returned at the sales representative's own expense to the address designated by skinmade within 10 calendar days. If the return is not made within the deadline, skinmade may demand daily compensation for continued use and retention of up to €20 per full calendar day until the replacement value is reached. The compensation for use is based on the market value of use and wear and tear of a comparable system and does not constitute a contractual penalty; skinmade may set lower amounts. After 21 days, skinmade may procure a replacement; paid compensation for use will be credited against any claim for damages.

(4) Inactivity > 60 days: Return request with 14-day deadline.

(5) Report defects/losses within 48 hours; a reasonable deductible may be agreed separately.

(6) Use exclusively for skinmade purposes; no transfer to third parties; transfer of risk upon use of the shipping label with handover to the designated carrier.

6. Duties, Marketing and Compliance

(1) Adherence to brand, price, and communication guidelines; use of only approved statements; no claims of healing.

(2) No orders on behalf of third parties; fair advice.

(3) Participation in training and adherence to compliance requirements.

7. Data Protection – AVV and TOMs

(1) The sales representative processes personal data of interested parties, end customers, and contact persons under their own responsibility, insofar as they decide on the purposes and means of processing themselves (e.g., planning and conducting their own appointments, communication via their own channels, local management of contacts). In these cases, they are the controller within the meaning of Art. 4 No. 7 GDPR.

(2) Insofar as the sales representative processes personal data exclusively in systems provided by skinmade (in particular CRM, e-sign, and portal systems) and exclusively for the purpose of carrying out the processes specified by skinmade, they act as a processor for skinmade. For this processing, the data processing agreement (Appendix 1) applies, which takes precedence.

(3) The technical and organizational measures binding on the sales representative are described in Appendix 1a.

(4) skinmade provides the information according to Art. 13/14 GDPR in Appendix 1b; the sales representative supports skinmade in fulfilling these information obligations towards affected persons, as far as necessary.

(5) Health data from skin analysis is processed only with the explicit consent of the data subject and exclusively in the designated systems approved by skinmade.

8. Liability

(1) Intent/gross negligence: Liability according to law.

(2) Slight negligence: only in case of breach of essential contractual obligations and limited to typical, foreseeable damage.

(3) Normal wear and tear of the device is covered; further damages according to law.

9. Set-off, Retention, Assignment

(1) Set-off by the sales representative only with undisputed or legally established claims.

(2) skinmade may set off its own due counterclaims (equipment, returns, damages) against due commission claims.

(3) Rights of retention exist only for undisputed or legally established claims arising from this contractual relationship.

(4) Assignment of claims excluded; Section 354a HGB remains unaffected.

10. Trial Phase and Performance

(1) The first three months are considered a probationary period.

(2) In case of significant failure to meet targets: warning and reasonable period for rectification; in case of persistent breach of duty, extraordinary termination is possible.

11. Legal Status, Non-Compete Clause, Client Protection

(1) No employment relationship; freedom to set working hours, location, and procedures.

(2) Post-contractual non-compete clause only with separate written agreement and reasonable compensation for restraint of trade.

(3) During the term of the contract, unauthorized poaching of active team members and targeted disruption of existing contractual relationships are prohibited.

12. Confidentiality

(1) Confidential information must be kept confidential during the term of the contract and for two years after its termination.

13. Ownership, Work Equipment, Return

(1) Provided documents, samples, and equipment remain the property of skinmade and must be returned upon request or after termination of the contract. Section 5 applies supplementarily.

14. Term, Termination, and Consequences of Termination

(1) The contract begins on the date stated in the one-pager and runs for an indefinite period.

(2) The contract can be terminated by either party with ordinary notice as follows:

– in the first year of the contract with one month's notice,

– in the second year of the contract with two months' notice,

– from the third year of the contract with three months' notice,

each effective at the end of the month. The right to extraordinary termination for good cause remains unaffected.

(3) Termination must be in text form (e.g., email) and addressed to the contact details stored in the one-pager or CRM system. skinmade may send terminations to the sales representative's last known email address.

(4) After termination of the contract, commission claims already accrued or legally established, in particular according to §§ 87, 87a HGB (German Commercial Code), remain unaffected. § 87 para. 3 HGB (commission claim for business concluded after termination of the contract, predominantly caused by the sales representative within a reasonable period) applies without restriction.

(5) Immediately after termination of the contract, customers acquired by the sales representative and assigned to them until then are considered orphaned. skinmade is entitled to assign these customers to a central skinmade sales channel or other sales representatives and to serve them itself or through other persons in the future. The new assignment only applies to future business; mandatory commission claims of the sales representative for business established before termination of the contract or according to § 87 para. 3 HGB remain unaffected.

(6) Any claim for compensation by the sales representative according to § 89b HGB remains unaffected and can only be asserted in accordance with the legal requirements. The statutory exclusion period according to § 89b para. 4 HGB (assertion at the latest within one year after termination of the contract) applies.

(7) After termination of the contract, the sales representative is obliged to return all work equipment and documents provided by skinmade (in particular measurement systems, samples, marketing material, access data, and confidential documents) immediately, but no later than within 10 calendar days, to the address designated by skinmade. Section 5 (Equipment Policy) applies accordingly; in particular, the compensation for use regulated therein for delayed return remains unaffected.

(8) Personal data processed by the sales representative outside the systems provided by skinmade and for which he is the controller within the meaning of Art. 4 No. 7 GDPR, must be deleted in accordance with the statutory retention periods or – where permissible and agreed – transferred to skinmade. For data processed in skinmade's systems, the provisions of the Data Processing Agreement (Appendix 1) and the TOMs (Appendix 1a) apply; these provide in particular for deletion and return obligations after termination of the contract.

(9) After termination of the contract, the sales representative must avoid any appearance of continuing power of representation and remove references to cooperation with skinmade (e.g., logos, designations, links) from his appearances, profiles, and marketing materials, unless statutory retention obligations or legitimate interests prevent this.

15. Jurisdiction, Law, Written Form, Severability

(1) German law; where permissible, jurisdiction is Stuttgart.

(2) Amendments/additions in written form; electronic signature permissible.

(3) Severability clause: The invalidity of individual provisions does not affect the validity of the remainder.

16. Amendments to these General Terms and Conditions

(1) Amendments only apply to the future; claims already accrued or due – in particular commissions according to §§ 87, 87a HGB – remain unaffected.

(2) Permissible reasons: Changes in laws/jurisprudence; official/regulatory requirements; significant market, cost, or system changes; product/channel/IT adjustments; clarifications without economic deterioration.

(3) Procedure: Notification in text form with justification; 30-day lead time from receipt. Mandatory changes can become effective immediately at the required time.

(4) Special right of termination: In case of non-minor disadvantages, extraordinary termination until the effective date; without termination, the changes apply from the date (fiction of consent). A prospective aggregated commission reduction > 10% per month is considered non-minor.

(5) Commissions: Changes to remuneration parameters only apply from the first full billing month after the expiry of the period according to para. 3; no retroactive effect on accrued claims. Neutral/improving and purely technical adjustments without economic deterioration can apply immediately.

(6) HGB carve-out: Mandatory rights and obligations of the HGB, in particular §§ 87, 87a, 89b HGB, remain unaffected; the claim for compensation according to § 89b HGB cannot be waived.

(7) Notification/Proof: Email to the address stored in the CRM; provision of a savable/printable PDF in the representative portal or e-sign package.

(8) Editorial changes: pure text/layout corrections, updating of contact details, links or designations without material effect can take effect immediately with short notice.

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Appendix 1 – Data Processing Agreement

Preamble. skinmade (Controller) instructs the sales representative as processor to process personal data, insofar as these are processed in the IT systems provided by skinmade (in particular CRM, e-sign, and portal systems) and exclusively according to skinmade's instructions. The provisions specify Art. 28 GDPR.

1. Subject Matter and Duration of Processing. The subject matter is the processing of personal data in the systems mentioned in the preamble within the framework of acquisition and support processes, appointment and pipeline management, as well as commission billing and reporting for skinmade. The term corresponds to the duration of the sales representative contract; in addition, statutory retention periods apply.

2. Nature and Purpose of Processing, Categories. Contact and communication data of B2B contacts, end customer data, and – with explicit consent – results of skin analysis (special categories) are processed. Purposes include consulting, sales, customer service, appointment management, and billing.

3. Bound by Instructions. Processing exclusively on documented instructions from skinmade; in case of doubt, suspension and request for an instruction.

4. Confidentiality and Training. Persons having access are committed to confidentiality in writing and regularly trained.

5. Technical and Organizational Measures. The TOMs to be implemented result from Appendix 1a; evidence of implementation will be provided upon request.

6. Subcontracting. Use only with prior approval; obligation of subcontractors with equivalent duties; monitoring of compliance.

7. Support Obligations. Support for data subject rights, reporting of data breaches (immediately, at the latest within 24 hours), data protection impact assessments, and inquiries from supervisory authorities.

8. Evidence and Audit Rights. Provision of suitable evidence; skinmade's right to audit after reasonable notice.

9. Third-Country Transfers. Permissible only with appropriate safeguards or an adequacy decision.

10. Return and Deletion. After contract termination or instruction, deletion within 10 days or – in case of retention obligations – blocking and later deletion; proof of execution.

11. Liability and Costs. Liability according to GDPR/BDSG; necessary costs will be reimbursed if agreed beforehand and not related to basic duties.

Appendix 1a – Technical and Organizational Measures (TOMs)

(1) Access Protection: Role-based permissions, individual accounts, strong passwords, and 2-factor authentication for all systems with personal data.

(2) Confidentiality: Encryption of data at rest on end devices; transport encryption (TLS) during transmission; no permanent local copies from the CRM.

(3) Integrity/Availability: Up-to-date security patches and antivirus software, secured backups, recovery and emergency procedures; change control.

(4) Organization: Documented consent and instruction processes, training at least annually, record of processing activities.

(5) Logging: Traceable logs for access and changes in the productive systems; regular evaluation.

(6) Incident Management: Reporting channel and initial assessment within 24 hours of discovery; action and communication plan.

(7) Exit/Deletion: Standardized deletion and return process including confirmation to skinmade; secure data media destruction.

(8) Communication: No use of private cloud services or insecure messengers for personal data; approval by skinmade required.

Appendix 1b – Information Sheet according to Art. 13/14 GDPR

Controller: skinmade GmbH, Robert-Koch-Straße 2, 70563 Stuttgart, privacy@skinmade.de.

Purposes and Legal Basis: Processing of B2B contact data and end customer data for contract initiation and performance (Art. 6 para. 1 lit. b GDPR) as well as for customer communication and sales management (Art. 6 para. 1 lit. f GDPR). Health data from skin analysis are processed exclusively on the basis of explicit consent (Art. 9 para. 2 lit. a GDPR).

Recipients: Internal departments at skinmade, sales representatives within the scope of instruction, commissioned service providers (IT, CRM, e-sign) on the basis of data processing agreements; authorities only if legally obliged.

Third-Country Transfers: Only with appropriate safeguards (standard contractual clauses) or an adequacy decision.

Storage Duration: B2B data for the duration of the contractual relationship and according to statutory retention periods; end customer data until the purpose is achieved or consent is withdrawn.

Data Subject Rights: Right of access, rectification, erasure, restriction of processing, data portability, objection to processing based on legitimate interest, withdrawal of given consents, and complaint to the competent supervisory authority.

Obligation to Provide: B2B contact data are necessary for cooperation; skin analysis without consent is not possible.

Appendix 2 – Remuneration Table "Career Levels and Commissions"

The commission rates for direct sales and the team commission rates for levels E1, E2, and E3 are shown in the following table. The table is an integral part of this contract.

Career Level	Direct Sales Commission	Team Commission E1	Team Commission E2/E3
Ambassador	20 %	E1 – 5 %	E2 – 2 %, E3 – 1 %
Expert	40 %	E1 – 5 %	E2 – 2 %, E3 – 1 %
Senior Expert	40 %	E1 – 7.5 %	E2 – 2 %, E3 – 1 %
Team Lead	40 %	E1 – 9 %	E2 – 3 %, E3 – 2 %
Senior Team Lead	40 %	E1 – 12 %	E2 – 3 %, E3 – 2 %
Area Manager	40 %	E1 – 14.5 %	E2 – 5 %, E3 – 4 %
Director	40 %	E1 – 15.5 %	E2 – 10 %, E3 – 9 %