Cooperation agreement and terms of use (B2B) for all COMPANY partners

Cooperation agreement and terms of use (B2B) for all COMPANY partners

Mandatory for COMPANY Partners / NON-PROFIT Partners with Plan SMART, PRO and ULTRA / SMART+ PRO+ and ULTRA+.

Last updated: July 30, 2024

These General Terms and Conditions of Use (hereinafter: “GTC” or “Contract”) regulate the contractual relationship between SANUS LIFE ADMINISTRATION AG, Lindenstrasse 8, CH-6340 Baar (ZG), info@sanuslife.market , VAT number & identification number: CHE-245.046.413, Commercial Register Office of the Canton of Zug, hereinafter referred to as “SANUS LIFE Marketplace”, “SANUS LIFE Marketplace Team”, “SANUS LIFE ”, “we”, “our” or “us” and you as a “COMPANY” or “NON-PROFIT” registered and verified cooperation partner who wishes to use one or more services of SANUS LIFE ADMINISTRATION AG by activating an account, hereinafter referred to as “Partner”, “you”, “your” or “yours”.

Your contractual relationship with SANUSLIFE is a contract in accordance with the Swiss Federal Law on the Supplementation of the Swiss Civil Code (Fifth Part: Code of Obligations) of March 30, 1911 (SR 220).

The German text of this contract is authoritative. Translations in other languages are for information purposes only. Swiss law applies. The place of jurisdiction is Baar, Canton Zug, Switzerland.

1. General

1.1 “SANUS PORTAL ” is an offer provided by the PROVIDER under the Internet domains ( https://sanuslife.com , https://sanuslife.finance and https://sanuslife.market , https://sanuspay.com , https://sanusapp.app ) and via mobile applications “SANUS APP ” (app for Android and IOS) (hereinafter: “SANUS PORTAL ”), with which advertising and commercial offers of the PROVIDER and the PARTNERS in the respective area are displayed via an interactive map, also with the help of the user’s geolocation.

1.2 By registering as a PARTNER and accepting these Terms and Conditions, you confirm that you are entering into this contract as a PARTNER, i.e. as a natural or legal person who is entering into this contract in the context of his or her commercial, business, craft or professional activity.

1.3 Your use of the SANUS PORTAL and the use of its services is subject to the provisions of a legally binding agreement between you and the PROVIDER. This legal agreement consists of:

1. these general terms and conditions of use, which are available in the footer of all SANUS LIFE websites under “Legal Documents” https://sanuslife.com/deu/pages/legaldocuments/index ;
2. general terms and conditions of use of sanuslife.finance , which are available at https://sanuslife.com/deu/pages/legaldocuments/terms_of_use_sanusfinance ;
3. the PROVIDER’s privacy policy, which is available at https://sanuslife.com/deu/pages/legaldocuments/dataprivacy ;
4. choosing one of the PARTNER accounts offered (SMART, PRO, ULTRA), which can be accessed and activated at https://sanuslife.com/deu/sanuslife/pricing ;
5. when activating the “SANUS PAY ” function: the terms of use for SANUS PAY which are available at https://sanuslife.com/deu/pages/legaldocuments/sanuspay _ merchant .

The PROVIDER’s General Terms and Conditions and Privacy Policy as well as the other agreements under (c) are hereinafter referred to collectively as the “TERMS”.

1.4 The TERMS govern the relationship between you and the PROVIDER in connection with the use of the SANUS PORTAL and the otherThe benefits of the COMPANY partnership relationship and the NON-PROFIT partnership relationship form an integral part of all agreements made between you and the PROVIDER in connection with the use of the SANUS PORTAL . Deviating and supplementary regulations only apply if this is expressly agreed.

1.5 You can use the functions of the SANUS PORTAL by activating the desired PARTNER account on the services offer page .

1.6 The use of the SANUS PORTAL services as a PARTNER may also be subject to other normative and contractual provisions, including those originating from third parties with whom the PROVIDER collaborates, insofar as they are necessary to ensure the services or when you use them.

1.7 The contents of the SANUS PORTAL are offered in various languages. The PROVISIONS are available in several languages thanks to the integrated translation software. However, the only relevant version for your contractual relationship with the PROVIDER is the German text version of the PROVISIONS and the contents of the SANUS PORTAL .

1.8 The PROVISIONS are not superseded by any contrary General Terms and Conditions and apply in any case to the contractual relationship between the PARTNER and SLA regarding the services of the SANUS PORTAL for PARTNER, unless their validity has been expressly and in writing superseded prior to your use of these services and their superseding has been confirmed in writing by SLA.

2. Conclusion of the Partnership Agreement and acceptance of the TERMS

2.1 In order to use the services of the accounts offered by the PROVIDER as a PARTNER, you must first accept the TERMS AND CONDITIONS. By visiting the S-WEBSITES as a PARTNER and/or using the functions of the SANUS PORTAL as a PARTNER, you declare that you have read the TERMS AND CONDITIONS valid at the time of use and that you accept them. You should print out the TERMS AND CONDITIONS for your records or save them locally.

2.2 You may not use the functions of the SANUS PORTAL and may not accept the TERMS if you

1. you have not yet reached the legally required age (18 years) and the legal age of majority in your country to enter into a binding contract with the PROVIDER, or
2. you or your company are barred from receiving or using the SANUS PORTAL and/or the related business activity under the laws of the state in which you operate or from which you access the SANUS PORTAL or use the PROVIDER's corresponding services, or are otherwise legally prohibited from doing so;
3. you have already been rejected as a private individual or as a PARTNER for one of the offered accounts;
4. you do not offer your own products (goods & services) that you sell.

2.3 The PROVIDER reserves the right to change the TERMS and CONDITIONS in whole or in part at any time at its own discretion and without stating reasons. If this is the case, the changes to the TERMS and CONDITIONS will take effect when they are published on the S-WEBSITES. By using the SANUS PORTAL and the PROVIDER's related services after the changes have been published, you accept the changes to the TERMS and CONDITIONS. You should check the TERMS and CONDITIONS regularly for changes.

3. Subject of the contract: Your advertising in the SANUS PORTAL .

3.1 The SANUS PORTAL is a software solution that provides users with a marketplace including an interactive map, business accounts and earning opportunities through successful recommendations of products and companies and allows the PARTNER to publish its commercial offers on this marketplace. As part of the SANUS PORTAL , the PROVIDER thus offers an information, advertising and business platform on the Internet and/or on an application basis, which enables you to present your company to users of the SANUS PORTAL (both registered users and non-registered users) and to promote your services and certain products with recommendation marketing.

3.2 These services of the SANUS PORTAL are offered by the PROVIDER as Software-as-a-Service (SaaS). The subject of the contractual relationship between you and the PROVIDER is therefore the provision of software on the Internet, whether for a fee or free of charge. For this purpose, the PROVIDER stores the software on a server that is accessible to you and all users via the S-WEBSITES and/or via mobile applications (apps for Android and IOS). The PROVIDER can make changes to the SANUS PORTAL and/or the S-WEBSITES at any time at its own discretion and provide updated versions of the SANUS PORTAL and/or the S-WEBSITES at any time.

3.3 In order to use the SANUS PORTAL function for an account, you have the option of uploading your company's data including industry affiliation, address, contact details, address of the S-WEBSITES (also as a link) and corresponding information and images for advertising purposes via the S-WEBSITES and/or the SANUS PORTAL dashboard and making them visible in the SANUS PORTAL for the users of the same (both registered users and non-registered users) (so-called advertising space). As soon as you have successfully upgraded to an account (from SMART), you can create an advertising space in the SANUS LIFE Marketplace (the fees are shown on the price overview page here). If it is not possible to enter the data yourself in the meantime, you can send your data to the PROVIDER and he will enter it for you free of charge. If you are able to enter the data yourself via the S-WEBSITES, but you still want the PROVIDER to do it for you, you can commission him to do so for a fee.

3.4 Since the SANUS PORTAL is an information, advertising and business platform, you are responsible for the content and information that you publish as a PARTNER and account user in the SANUS PORTAL . The PROVIDER assumes no liability for this published content and information, nor for the offers and/or services that you make available to the end customer in connection with the use of the SANUS PORTAL . You are solely responsible to the end customer for all of these services.

3.5 When using the SANUS PORTAL, you may not provide or otherwise use any content, information, offers and/or services that infringe the rights of third parties (particularly in the area of data protection, competition, patent and/or trademark law or other industrial property rights) or violate statutory provisions (particularly those of public order and criminal law). In particular, you undertake to comply with the advertising guidelines applicable to your activity, in Italy in particular the "Codice di Autodisciplina della Comunicazione Commerciale" (Code of Self-Regulation for Advertising) of the Italian advertising industry (Istituto di Autodisciplina Pubblicitaria) in its currently valid version, available at https://www.iap.it/codice-e-altre-fonti/il-codice-il-codice-di-autodisciplina-dellacomunicazione-commerciale . You therefore acknowledge that in particular and among others the following content is prohibited:

1. Content that infringes copyrights, trademark or patent rights or other intellectual property rights of third parties;
2. pornographic or sexually explicit content;
3. Advertising or offering of unauthorized services such as prostitution, offering of drugs, weapons, human trafficking;
4. Depiction of violence, accidents, corpses or similar, racist content;
5. misleading content and, in general, any content that violates the rules of fair competition and/or other general advertising guidelines applicable to the country in which you operate and your sector of activity, and in Italy in particular the "Codice di Autodisciplina della Comunicazione Commerciale" (Code of Self-Regulation for Advertising) in force at the time.
6. Content intended to promote financial products.

3.6 The PROVIDER is entitled to review, change and, if necessary, remove the content created by you at any time and at its own discretion if, in its opinion, it does not comply with the philosophy of the PROVIDER, the applicable guidelinesguidelines or laws.

3.7 You undertake to indemnify the PROVIDER against all claims of third parties with regard to possible violations of law in connection with the content and information published by you on the SANUS PORTAL or the S-WEBSITES and to compensate the PROVIDER for all costs and damages that may arise directly or indirectly as a result of violations of law.

3.8 By transferring your data and images to the PROVIDER for publication on the SANUS PORTAL, you grant the PROVIDER a worldwide, non-exclusive and royalty-free license to the corresponding content and the associated rights (including copyright, patent, trademark and other industrial property rights) so that these can be published and made available within the SANUS PORTAL and its further developments. The PROVIDER can also use any content that you have created as part of using the SANUS PORTAL at any time for its own purposes, including for marketing purposes. This license is unlimited and irrevocable. Any ownership rights to the content in question remain unaffected. Any liability of the PROVIDER in connection with the use of your content and/or rights is excluded.

3.9 The PROVIDER is entitled to display or have displayed advertisements and offers from its own company as well as those of other PARTNERS and other third parties within the SANUS PORTAL . The PARTNER is not granted any local or industry-specific exclusivity for its advertising in the SANUS PORTAL . However, the PROVIDER assures the PARTNER that the advertisements or offers of the PROVIDER or third parties will not disrupt the visibility of the PARTNER's commercial offers and will not hinder the operation and functionality of the SANUS PORTAL .

3.10 As a PARTNER, you are aware that the SANUS PORTAL may also contain comments on your services and reviews of your business from users. Remember that the PROVIDER has no influence on these comments and reviews created by users and therefore, as a pure provider, is not liable to you for their content. However, if you consider a review or comment to be inappropriate or illegal, you can report this to the PROVIDER, who will then review it at their own discretion and, if necessary, remove it if they believe this review or comment does not comply with the applicable guidelines or laws.

3.11 The PROVIDER reserves the right, at its own discretion, to accept you as a PARTNER as a participant in the SANUS PAY payment system after activating the payment method "SANUSPAY ". The prerequisite is that you expressly accept the SANUSPAY terms and conditions . As soon as you have been accepted as the owner of a SANUSPAY acceptance point, the PROVIDER will provide you with the corresponding software, as provided for in the aforementioned terms of use for SANUSPAY acceptance points.

3.12 As a PARTNER, you can buy an unlimited number of packages (SMART, PRO, ULTRA). Each package includes an advertising space, the corresponding package services and any number of SANUSPAY presets, i.e. ready-made setting masks for all percentages of the deals (SAC, SP, SB, SC). Topic-related SANUSPAY presets can be created and saved, which are displayed in the advertising space. The respective package fee cannot be canceled, regardless of whether and when you set up the package and bring it online, or if it is rejected by the PROVIDER.

3.13 As a PARTNER and holder of an account with a SMART, PRO or ULTRA plan, you may not, during the contractual relationship or for at least three (3) years after its termination, disclose to third parties any technical or commercial information of the PROVIDER that you obtain during the contractual relationship, nor may you use such information for purposes not agreed in this contract.

4. Usage fee for the SANUS PORTAL .

4.1 The use of the SANUS PORTAL is, regardless of any discount campaigns offered by the PROVIDER, generally subject to a fee for COMPANY partners, i.e. profit-oriented companies, and free of charge for NON-PROFIT partners, i.e. non-profit-oriented companies. By registering on theBy using the S-WEBSITES or creating a user account, you declare that you wish to use the SANUSPORTAL under the conditions set out on the S-WEBSITES. All prices and other fees for using the SANUSPORTAL can be viewed on the S-WEBSITES , for COMPANY partners and NON-PROFIT partners , and are always exclusive of any applicable taxes and/or other charges. The PROVIDER reserves the right to adjust prices periodically and unilaterally.

4.2 The subscription contract begins on the day the contract is concluded and is valid for an indefinite period. It is automatically renewed with each monthly subscription payment in accordance with the fee schedule. The suspension or interruption of the subscription payment, which is always due in the following month based on the day the contract is concluded, is considered termination of the subscription contract. After twelve (12) months of inactivity, your account, including all data, will be deleted if no purchases have been made. If purchases have been made, your account and all relevant data will be archived for ten (10) years. You can save the data at any time up until the time of deletion (e.g. by downloading).

4.3 The fees for using the SANUSPORTAL are due monthly in advance at the beginning of each contract month, via the subscription. You will be informed of the due date via email and via the SANUS APP and requested to pay these amounts in the form of a monthly usage fee. The corresponding amount will also be displayed in your login area in the SANUS APP and also on https://sanuslife.finance or SANUS APP under "PLAN". After receiving this payment request, you are obliged to pay the monthly usage fee in advance. The invoice will be issued upon receipt of payment.

4.4 Payment can only be made using the payment methods shown on the S-WEBSITES and in the SANUS PORTAL . This requires that the accounts at https://sanuslife.finance or SANUS APP are filled with credit. The PROVIDER reserves the right to change the payment conditions.

4.5 If you fall into arrears with a payment, even partially, the PROVIDER is entitled to interrupt your contractual services, remove your content from the SANUS PORTAL and block your access to the account. The system will automatically downgrade you to the "LITE" account. The PROVIDER reserves the right to assert any further claims in connection with the delay in payment.

5. Other terms of use on the SANUSLIFE Marketplace.

5.1 You may only use the SANUS PORTAL and the corresponding content within the scope of use agreed in the contract and therefore exclusively for the promotion of your company and its services. You are not entitled to any further rights. Any further use requires the prior written consent of the PROVIDER.

5.2 If you exceed the contractual scope of use or otherwise use the SANUS PORTAL or SANUS PORTAL content unlawfully or allow such use, the PROVIDER may interrupt its contractual services and block your access to the SANUS PORTAL and/or terminate the contractual relationship without further notice. In this case, you are responsible for all resulting damages and/or claims from third parties and are obliged to indemnify the PROVIDER against all claims from third parties.

5.3 The PROVIDER may terminate the contract with you at any time if he has the impression that you frequently change the percentages for SANUSBUSINESS , namely for the areas SANUSCREDITS , SANUSPLANET and SANUSCOIN , solely because you expect short-term advantages in ranking or visibility, and in doing so you deliberately or unconsciously mislead or deceive users. The PROVIDER can also terminate the contract, for example, if customers complain that they were previously shown more percentages than the system actually charged and it can be proven that this happened because you changed the percentages too quickly one after the other - for the reasons mentioned above.

5.4 The PARTNER accounts may only be used to promote your own company. Setting up and promoting products from third-party companies, such as MLM companies for which you work as a salesperson, is prohibited and can lead to termination without notice. No websites or email addresses with the domain name "SANUSLIFE " may be provided, even those of other MLM companies. If the PROVIDER only discovers these or similar offenses at a later date, the account package fees and the monthly fees are not contestable. In addition, the PROVIDER reserves the right to demand an additional administrative and reminder fee penalty of at least 1,500 euros plus legal costs from the PARTNER.

5.5 SANUSPORTAL is the exclusive property of the PROVIDER. By using SANUSPORTAL you do not acquire any claims or rights to the SANUSPORTAL or its contents, in particular not to the software or the S-WEBSITES. All copyrights, patents, trademarks and other industrial property rights remain with the PROVIDER. You are not permitted to copy, reverse engineer, reproduce, sell or temporarily transfer, rent or lend the SANUSPORTAL , the S-WEBSITES and/or the PROVIDER's software or parts thereof.

5.6 You are obliged to take all necessary and/or appropriate measures to avoid any illegal or non-contractual use of the SANUSPORTAL . If you recognize or should recognize that there is a risk of illegal or non-contractual use, you are obliged to inform the PROVIDER immediately. In addition, you are obliged to protect the access authorizations and identification and authentication information assigned to you from access by third parties and not to pass them on to unauthorized persons.

5.6 The PROVIDER is entitled, at any time and at its own discretion, to take technical or other measures to protect against non-contractual use of the SANUSPORTAL and/or to introduce further terms of use.

6. Disclaimer of warranty by the PROVIDER.

6.1 The services of the SANUS PORTAL , including the contents and services of the S-WEBSITES, as well as all other alias pages of the PROVIDER are provided "as is" and the PROVIDER assumes no warranty or guarantee in this regard.

6.2 The PROVIDER therefore assumes no responsibility for permanent or temporary errors, omissions, interruptions, deletions, defects, delays and/or cessations in the operation, transmission and/or provision of the contents and services of the SANUSPORTAL , communication line failures, unauthorized access to, theft of, loss and/or damage to data that you provide, create or receive when using the SANUSPORTAL . The PROVIDER is also not responsible for problems or technical malfunctions in connection with the mobile Internet, telephone networks or lines, online systems, servers or providers, computer equipment, software, as well as for failures of emails or the service provider for processing electronic payments due to technical problems or data congestion on the Internet, or a combination thereof. The PROVIDER is also not liable for any changes that it should make to the marketplace.

6.3 The PROVIDER cannot be held liable for any content and information that you have made available via the SANUSPORTAL or via the S-WEBSITES of third parties, or for any misuse by them.

6.4 In particular and among other things, SLA does not warrant or guarantee that:

1. your use of the SANUSPORTAL is not interrupted and/or is timely, secure and/or free from errors or disruptions; in this case, however, the PROVIDER will endeavour to ensure the availability of the SANUSPORTAL s to be restored as quickly as possible;
2. your use of the SANUSPORTAL satisfies your expectations or your advertising on the SANUSPORTAL achieves corresponding commercial success;
3. Comments and ratings from users on the SANUSPORTAL are objective and/or correct;
4. any information you receive through your use of the SANUSPORTAL is accurate or reliable;
5. Depiction of violence, accidents, corpses or similar, racist content;
6. Errors in the operation or functionality of any computer programs made available to you as part of the PROVIDER's services will be corrected.

6.5 The PROVIDER shall under no circumstances be liable for damages (including direct or indirect damages, consequential damages and lost profits) which may arise directly or indirectly from the use of the SANUSPORTAL , except in cases of intent or gross negligence.

6.6 The PROVIDER is not a contractual partner for the services that you offer to end customers within the framework of the SANUSPORTAL or as a result thereof. The PROVIDER does not provide any warranty or other guarantee for the content, information, offers and services that you make available to end customers in connection with the use of the SANUSPORTAL , nor for the comments and reviews that end customers leave about your services and offers in the SANUSPORTAL or in other applications and S-WEBSITES on the Internet.

6.7 No other conditions, warranties or other terms (including any terms relating to satisfactory quality, fitness for purpose or conformity with description) shall apply to the PROVIDER's services unless expressly stated otherwise in these Terms and Conditions.

6.8 The exclusions or limitations of liability of the PROVIDER contained in this point 6 do not apply in cases of intent or gross negligence.

7. Termination and cancellation of the contract.

7.1 The contractual relationship can be terminated by the PROVIDER at any time without notice and without giving reasons; the PARTNER can terminate the contractual relationship by suspending payments.

7.2 Without prejudice to other statutory or contractual grounds for termination, the PROVIDER is entitled to terminate the contractual relationship with immediate effect by closing the account without notice if one or more of the following cases occur:

1. Opening of insolvency proceedings or quasi-insolvency proceedings in respect of the PARTNER;
2. Suspension of payments by the PARTNER, assignment of parts of the company to satisfy creditors as part of a restructuring of the PARTNER;
3. Liquidation or dissolution of the PARTNER’s company or termination of business activities by the PARTNER for any other reason;
4. Termination of any existing contractual relationship between the PROVIDER and the PARTNER as a reseller due to serious contractual non-fulfillment by the PARTNER of the provisions for resellers;

8. Notices.

8.1 Any communication to the PARTNER in connection with the contractual relationship shall be deemed to have been duly delivered if it has been sent by registered mail with return receipt, certified email, regular email or communication via the SANUS PORTAL to the contact details stored by the PARTNER himself in the dashboard.

8.2 Communications to the PROVIDER in connection with the contractual relationship must be sent by registered letter with return receipt, certified email or regular email to the following address: SANUS LIFE ADMINISTRATION AG, Lindenstrasse 8, CH-6340 Baar (ZG), info@sanuslife.market

9. Applicable law and place of jurisdiction. Place of performance.

9.1 All relationships between the contracting parties, including these General Terms and Conditions, shall be governed by Swiss law, excluding its conflict of law provisions.

9.2 The exclusive place of jurisdiction for all disputes arising from and in connection with the relationship between the The venue of the contracting parties, including these Terms and Conditions, is Baar, Switzerland. The contract is subject to Swiss law.

9.3 The place of performance for all contractual services is the legal headquarters of the PROVIDER.

10. Final provisions.

10.1 Should one or more clauses of the PROVISIONS be or become invalid and/or ineffective, this shall not affect the validity and effectiveness of the remaining provisions.

10.2 If you breach one or more clauses of the CONDITIONS, the possible tolerance of this breach by the PROVIDER shall in no case entail a waiver of its rights and other effects under the relevant provisions or a waiver of the right to full performance of the obligations and conditions of the contractual relationship and/or the CONDITIONS.