Terms and Conditions

General Terms and Conditions for Sales Partners (B2B) of Berry.En AG

Note: This English translation is provided for convenience only. In case of discrepancies, the German version shall prevail.

Version 1.0 – Effective as of 01 November 2025

Preliminary Statement

Berry.En AG, headquartered in Obrigheim, develops and distributes high-quality products in the fields of nutrition, well-being, and body care and provides Sales Partners with digital systems that support their business activities. Sales Partners act as independent entrepreneurs. They use the BEN.OFFICE partner portal to purchase products via the Berry.En Partner Store, resell them, and participate in the company’s economic success through the BEN.OS compensation system. The following terms and conditions govern all rights and obligations between Berry.En AG (“Berry.En”) and each Sales Partner.

§ 1 Scope

(1) These terms and conditions apply to all contractual relationships between Berry.En and its Sales Partners. They govern both:

a) the use of the BEN.OFFICE partner portal and all associated digital systems, and
b) all product orders placed through the Berry.En Partner Store.

(2) Divergent or supplementary terms of the Sales Partner shall only apply if Berry.En has expressly agreed to them in writing.

(3) The contracting party is Berry.En AG, Schlosswiesen 3, 74847 Obrigheim (Germany).

§ 2 Subject Matter of the Agreement

(1) Berry.En enables Sales Partners to distribute Berry.En products in their own name and on their own account.

(2) Registration as a Sales Partner is free of charge. The contract is concluded by the electronic acceptance of these Terms and Conditions and subsequent confirmation by Berry.En.

(3) Activation of the Sales Partnership occurs with the initial order (“Starter Pack”) in the Berry.En Partner Store.

(4) Sales Partners may purchase products both for personal use and for resale.

§ 3 Requirements and Registration

(1) Natural persons aged 18 or older as well as legal entities engaged in business activities may become Sales Partners.

(2) Registration takes place online via BEN.OFFICE. The Sales Partner confirms by ticking a checkbox that he or she has read and accepted these Terms and Conditions.

(3) Berry.En reserves the right to reject registrations without stating reasons.

(4) The Sales Partner must keep all personal data up to date and promptly update any changes within BEN.OFFICE.

(5) Login credentials (username and password) must be treated as strictly confidential.

§ 4 Obligations of the Sales Partner

(1) The Sales Partner acts as an independent entrepreneur and is not an agent or employee of Berry.En.

(2) The Sales Partner undertakes to comply with all applicable legal provisions, in particular those relating to tax, competition, and advertising law.

(3) Health claims or misleading promotional statements concerning products are prohibited.

(4) The use of the Berry.En brand name as well as all protected logos, designs, and materials requires prior written consent from Berry.En.

(5) Personal websites, social-media channels, or advertising materials may only be used in accordance with the official brand guidelines.

(6) Sales Partners may not market competing products or services to other Berry.En Sales Partners nor attempt to solicit them for other companies.

(7) Registration as a Sales Partner presupposes engagement in an independent business activity. Purely private use is excluded. Individuals who wish only to purchase for personal consumption must use the consumer online store.

(8) Each Sales Partner is solely responsible for the proper taxation of his or her income.

§ 5 Use of BEN.OFFICE and Digital Systems

(1) Berry.En provides Sales Partners with the BEN.OFFICE platform as a central workspace, information, and accounting system.

(2) Berry.En strives for continuous system availability but accepts no liability for temporary outages or maintenance periods.

(3) The Sales Partner must secure access credentials carefully and shall not grant access to any third party.

(4) Berry.En reserves the right to implement updates or extensions to the system, provided that the contractual purpose is not materially affected.

§ 6 Orders, Prices, Delivery and Retention of Title

(1) Orders shall be placed exclusively via the Berry.En Partner Store.

(2) All prices are quoted net, plus applicable statutory VAT and shipping costs.

(3) Payments shall be made by credit card, PayPal Business, or other payment methods offered in the store.

(4) The delivered goods remain the property of Berry.En until full payment has been received.

(5) In accordance with § 447 BGB, the risk of accidental loss or deterioration passes to the Sales Partner as soon as the goods have been handed over to the shipping company.

§ 7 Monthly Subscription (Autoship)

(1) Sales Partners may subscribe to a monthly Autoship program to receive products on a regular basis at discounted rates.

(2) Changes to product selection or quantity may be made up to five (5) days before the next shipping date via BEN.OFFICE or by email to Berry.En.

(3) The Autoship subscription may be cancelled at any time without notice through BEN.OFFICE, by email, or using the cancellation button provided in the store.

(4) By agreeing to these Terms and Conditions, the Sales Partner authorizes Berry.En to automatically charge the registered payment method.

(5) This authorization remains valid until cancellation of the subscription. In case of payment issues, Berry.En reserves the right to terminate the Autoship program.

§ 8 Compensation System BEN.OS

(1) Compensation for Sales Partners is based on the currently valid BEN.OS Compensation Plan published within BEN.OFFICE.

(2) The BEN.OS Plan defines all bonuses, commission types, qualifications, and rank levels.

(3) Eligibility for bonus and commission payments requires the fulfillment of the active status as defined by BEN.OS.

(4) Berry.En may amend or update the BEN.OS Plan,

a) if such amendment does not result in any disadvantage to the Sales Partners, or
b) if changes are objectively necessary.

(5) Amendments shall be announced at least 14 days before taking effect within BEN.OFFICE. The Sales Partner’s right to terminate the agreement remains unaffected. Upon entry into force of a new version (BEN.OS x.x), it replaces the previous version.

§ 9 Commission Payments and Set-Off

(1) Commissions are calculated monthly and displayed in BEN.OFFICE.

(2) Payouts shall be made only to accounts belonging to the Sales Partner or the Partner’s registered company.

(3) Berry.En may offset outstanding product order claims against commission entitlements (§ 387 BGB).

(4) No interest shall accrue on withheld or delayed payments.

§ 10 Breach of Duties, Warning and Contractual Penalty

(1) In the event of a first breach of contractual obligations, the Sales Partner will receive a written warning.

(2) In case of repeated or unremedied breaches, Berry.En may impose a contractual penalty of up to EUR 5,000 and terminate the contract without notice.

(3) The Sales Partner shall be liable for any damage caused to Berry.En due to violations of these Terms and Conditions, insofar as he or she is responsible for them.

§ 11 Sales Partner Protection and Structural Rights

(1) The Sales Partner who first registers a new individual is granted permanent sponsor protection.

(2) Crossline sponsoring is not permitted.

(3) Re-registration after termination is only possible after a waiting period of twelve (12) months.

(4) Structural data are managed digitally within BEN.OFFICE and made available to each Sales Partner according to their position within the distribution structure.

§ 12 Use of Trademarks, Content and Media

(1) All trademark, design, image and text rights are owned by Berry.En.

(2) Use of such protected materials is only permitted with prior written approval by Berry.En.

(3) Sales Partners may publish their own content on social media only if it complies with the official brand guidelines.

(4) AI-generated or third-party content may only be used if it does not infringe the rights of others.

§ 13 Duration and Termination of the Agreement

(1) The contract is concluded for an indefinite period and may be terminated by either party at any time in writing or by email.

(2) Berry.En may terminate the agreement if the Sales Partner remains inactive for twelve (12) consecutive months. Inactivity exists when the Sales Partner generates no sales and does not maintain the ACTIVE status under BEN.OS.

(3) Upon termination, access to BEN.OFFICE is deactivated and personal data will be deleted in accordance with GDPR.

§ 14 Transfer of the Sales Partner Structure

(1) Transfer or sale of a Sales Partner structure requires the prior written approval of Berry.En.

(2) Such transfer is permitted only from the rank of “Senior President” and only to candidates approved by Berry.En.

§ 15 Liability

(1) Berry.En is liable only in cases of intent or gross negligence, or for injury to life, body, or health.

(2) In cases of simple negligence, Berry.En is liable only for breaches of essential contractual obligations, limited to the foreseeable damage typical for such contracts.

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

§ 16 Participation in Events, Trainings and Incentives

(1) General
Berry.En offers Sales Partners the opportunity to participate in trainings, workshops, conferences and other events (“Events”), which are voluntary and for professional development only.

(2) Booking and Contract Conclusion
Tickets can be purchased through BEN.OFFICE or other designated systems. The participation contract is concluded upon booking confirmation. Unless stated otherwise, events are subject to fees. All prices are net plus statutory VAT and payable immediately.

(3) Cancellation and Event Changes
Cancellations are permitted up to fourteen (14) days before the event. No refunds for later cancellation or non-attendance unless due to reasons outside the Sales Partner’s control.
Berry.En may cancel or postpone events for important reasons (e.g., low attendance, illness of speakers, force majeure). Only the ticket price will be refunded; further claims are excluded.

(4) Photo, Audio and Video Recordings
Berry.En may create photo, audio or video recordings at events and use them for documentation, PR and social media. Sales Partners may object at any time under Art. 21 GDPR by submitting written notice or email.

(5) Costs and Personal Responsibility
Travel, accommodation and meals are at the Sales Partner’s own expense. Participation has no impact on rank or remuneration unless part of an incentive program.

(6) Incentives and Special Campaigns
Berry.En may offer incentive programs, competitions or qualification campaigns. Incentives are voluntary benefits and not contractual entitlements.

(7) Participation Conditions
Conditions, qualification periods and criteria are published in BEN.OFFICE or suitable media. Berry.En may modify or discontinue incentive programs at any time.

(8) Principles for Incentives
a) No legal entitlement to performance, payout or participation.
b) No cash-out, transfer or conversion unless expressly approved.
c) No liability for changes, cancellations or failure of incentive trips or events unless due to intent or gross negligence.
d) Taxation of incentive benefits is the Sales Partner’s responsibility.

§ 17 Right of Withdrawal for Sales Partners

(1) Sales Partners act as independent entrepreneurs. Therefore, they are not entitled to the statutory right of withdrawal under §355 BGB (which applies only to consumers).

(2) Berry.En grants a voluntary return right for the first order (“Starter Pack”) within fourteen (14) days of receipt.

Conditions:
• Goods must be unopened, undamaged and in original packaging.
• Opened, used or discounted goods are excluded.
• Return shipping is at the Sales Partner’s expense.

(3) Withdrawal may be declared via email to customerservice@berryen.com.

(4) Refunds are issued within 14 days after inspection of returned goods.

(5) No withdrawal rights exist for subsequent orders. Returns may be accepted as a goodwill gesture without legal entitlement.

§ 18 Data Protection

(1) Berry.En processes personal data in accordance with GDPR.

(2) Data is processed only as necessary to fulfill contractual obligations.

(3) Berry.En transmits name, rank and country of Sales Partners to their sponsor/upline where required for settlement and support (Art. 6(1)(b) GDPR). Further use is prohibited.

(4) Upon contract termination, data will be deleted unless legal retention duties apply.

(5) Further details are defined in the current privacy policy.

§ 19 Transition from Customer to Sales Partner Status

(1) Existing retail customers may activate a Sales Partnership.

(2) A new Sales Partner agreement is concluded upon activation.

(3) The new agreement overrides previous consumer terms where conflicting.

(4) Acceptance of these Terms and Conditions is mandatory.

§ 20 Testimonials and Public Statements

(1) Testimonials may be published by Berry.En with prior consent of the Sales Partner.

(2) Consent may be withdrawn at any time by email to info@berryen.com.

(3) Berry.En is not liable for unlawful or misleading claims made independently by Sales Partners.

§ 21 Amendments to the Terms and Communication

(1) Berry.En may amend these Terms and Conditions if legitimate interests justify it and no unreasonable disadvantage occurs.

(2) Amendments are announced at least fourteen (14) days before taking effect in BEN.OFFICE.

(3) If the Sales Partner does not object within one (1) month, the changes are deemed accepted. Berry.En will notify explicitly about the right to object.

(4) Communications are considered delivered once posted in BEN.OFFICE or sent to the registered email address.

§ 22 Applicable Law and Place of Jurisdiction

German law applies, excluding CISG. Exclusive jurisdiction: Obrigheim, Germany.

§ 23 Severability Clause

Invalid provisions shall be replaced by valid ones that best reflect the original economic purpose. Remaining provisions remain unaffected.