General Terms and Conditions for Affiliates
Last updated: January 2022
1. General Provisions
1.1. These General Terms and Conditions sets forth the
conditions under which a person may participate as a
Success Factory Affiliate and obtain the right to promote
and sell Success Factory Services and Products and
promote the Success Factory Opportunity.
The Application, these General Terms and Conditions, the
Compensation Plan, the Terms of Use and the Privacy
Policy provided to the Affiliate by Success Factory and any
future supplementary documents (“Policies and
Procedures”) (collectively referred herein as the
“Agreement”), such as may now exist or hereafter be
amended, and shall constitute the complete and binding
agreement between the Affiliate and Success Factory, as
further defined herein.
2. Definitions
2.1 As used herein, the following terms shall have the
meanings set forth below, unless the context requires
otherwise:
a) “Affiliate” or “Affiliates” means an individual or
business entity that enters into an Agreement with
Success Factory for the promotion and sale of
Success Factory Services and Products and the
Success Factory Opportunity. In this Agreement, the
term "Affiliate" refers to you (referred hereinafter to as
“you, his/her”, or “an/the affiliate” or “Affiliate” as the
context may require).
b) “Application”, means the online registration form
used to apply for admission to become an Affiliate.
c) “Compensation Plan“, means the current
commissions and bonuses plan by which an Affiliate
is remunerated by Success Factory for successfully
promoting or selling Success Factory Services and
Products.
d) “Customer“, means a person who purchases Success
Factory Services and Products from Success Factory
or an Affiliate for their own use.
e) “Customer Contract“, means an agreement
between (1) a Customer and (2) Success Factory or a
Success Factory Business Partner for the purchase of
Success Factory Services and Products. Agreements
between an Affiliate and a Customer are not
Customer Contracts for the purpose of this
Agreement.
f) “Distributorship“, “Activity” or “Position” means
your business activity as an Affiliate.
g) “Downline“, means an Affiliate’s sales organization
and may include directly-sponsored Affiliates and
people sponsored by those Affiliates.
h) “Effective Date“, means the date that an Application
is accepted by Success Factory and the Affiliate is
notified of such acceptance.
i) “Home Country“, means the country in which a
Distributorship is originally established and
registered.
j) “Intellectual Property“, means any patent,
copyright, trademarks, service marks, service name,
trade names, logos, brand mark, brand name,
corporate name, Internet domain name or industrial
design, any registrations thereof and pending
applications therefor (to the extent applicable), any
other intellectual property right owned by Success
Factory (including, without limitation any know-how,
trade secret, trade right, formula, conditional or
SF_GTCA_V2
proprietary report or information, customer or
membership list, any marketing data, business
documentation, operation methods, processes and
system, any computer program, software, database
or data right, and license or other contract relating to
any of the foregoing, and any goodwill associated
with any business owning, holding or using any of the
foregoing.
k) “Success Factory“, means Success Factory B.V., a
Dutch limited liability company that has the
responsibility to promote the Success Factory
Services and Products and the Success Factory
Opportunity or, if the context requires, another
member of the Success Factory Group. Success
Factory Group, means all legal persons or entities
under common ownership with Success Factory B.V..
Hereinafter Success Factory B.V. and The Success
Factory Group may be referred to collectively as
Success Factory. Success Factory B.V. may assign its
rights with regards to this Agreement to the Success
Factory Group without notice.
l) “Success Factory Business Fee“, means the
required, yearly renewable, payment that gives you
the revocable, non-exclusive and non-transferable
right to promote and sell Success Factory Services
and Products and to promote the Success Factory
Opportunity in any country in which the Success
Factory Group operates.
m) “Success Factory Business Partner“, is a person with
whom the Success Factory Group contracts for the
provision of Success Factory Services and Products,
Success Factory Business Tools, or the Success
Factory Opportunity. Affiliates are not Success
Factory Business Partners.
n) “Success Factory Opportunity“, means the business
opportunity provided by Success Factory to promote
and sell Success Factory Services and Products and
the Success Factory Opportunity.
o) “Success Factory Services and Products“, mean
services and products offered to Customers by the
Success Factory Group, an Affiliate, or a Success
Factory Business Partner.
p) “Success Factory Business Tools“, means training
and marketing materials produced by Success
Factory or by a Success Factory Business Partner
exclusively for Success Factory and available for
purchase or access by Affiliates from the Success
Factory Web Office.
3. Purpose of this Agreement
3.1 After completing the Application on the Success Factory’s
website (https://successfactory.com/), another
designated URL or software, accepting the present
General Terms and Conditions for Affiliates and payment
of the Success Factory Business Fee, unless prohibited by
law, a Customer may apply for admission to become an
Affiliate. On the Effective Date the Customer will have
access to the Success Factory Services and Products, the
Success Factory Business Tools through the Success
Factory Web Office. Customers are not entitled to being
admitted as Affiliates, nor can they derive any claims from
non-admission.
3.2 Once a Customer has been accepted by Success Factory
to become an Affiliate, the benefits of the Agreement will
be available to him or her as long as the Affiliate is not in
breach of the Agreement. Affiliates are compensated
based on the successful promotion and sale of Success
Factory Services and Products to Customers in
accordance with these General Terms and Conditions and
the Compensation Plan. Success as an Affiliate is based on
 General Terms and Conditions for Affiliates
the Affiliate’s individual efforts and abilities, and no forfeit all rights under this Agreement, including the right
earnings, profits, or business success are promised or to promote the Success Factory Services and Products
guaranteed. No compensation is earned for the and the Success Factory Opportunity and to receive
promotion of the Success Factory Opportunity or the future compensation or other benefits resulting from the
sponsorship of new Affiliates. activities of the Affiliate’s former Downline.
3.3 As an Affiliate he/she will have the non-exclusive right to
promote Success Factory Services and Products and the
Success Factory Opportunity, including through their 5. Right of Withdrawal
personal referral link, in any country in which Success
Factory operates and the right to sponsor individuals or
5.1 The Affiliate acknowledges and consents that the
legal entities into his/her Downline, subject to this
immediate execution of this Agreement, will cause his/her
Agreement and compliance with applicable laws and
withdrawal right in accordance with the European
regulations in such countries.
Distance Selling Directive to lapse and Affiliate hereby
3.4 Success Factory reserves the right to reject any
irrevocably waives his/her right of withdrawal.
Application or renewal for any reason whatsoever.
5.2 If an Affiliate purchased Success Factory Services and
Success Factory will not accept Applications containing
Products, or Success Factory Business Tools as a
intentionally falsified information and deems such
Customer, those purchases are governed by the terms
Applications void.
and conditions applicable to such purchases.
5.3 As an Affiliate, you can request a transfer of ownership of
your Position to another person. This transfer is subject to
4. Term
Success Factory’s Policies and Procedures and might be
rejected without reason given.
4.1 The Term of this Agreement is the period starting on the
Effective Date and expiring 12 months from the date the
Affiliate paid the Success Factory Business Fee (the initial 6. Independent Contractor
Term) and will be extended tacitly for an indefinite period
with annual payment cycles, only so long as such
6.1 The person submitting the Application confirms that
continuance is not cancelled prior to the anniversary date
he/she is authorised to enter into an Agreement with
of the initial Term or at any time during the tacit extension
Success Factory and that he/she as identified in the online
thereof. Unless the Affiliate cancels his/her
Application is at least 18 years of age (or the minimum age
Distributorship, the Affiliate authorises Success Factory to
required in the Affiliate’s Home Country), if an individual
charge the Success Factory Business Fee for the next
or properly registered and in good standing in the
billing cycle to the payment method associated to the
jurisdiction where it is registered to do business, if a legal
Affiliate’s account. The Affiliate further authorises Success
entity and be otherwise authorised to engage in direct
Factory to use a third party to process payments, and
selling in the country of residence. In case of a legal entity,
consents to the disclosure of his/her payment information
shareholders, members, partners, employees, agents,
to such third party.
beneficiaries, trustees and those who promote the legal
4.2 Notwithstanding the foregoing, if for any reason Success
entity (collectively, the “principals”), agree to remain
Factory cannot charge the Success Factory Business Fee
personally liable to Success Factory and bound by the
on the applicable billing date to the payment method
Agreement.
associated to the Affiliate’s account, and the Affiliate does
6.2 Success Factory will verify the Affiliate’s identity through
not cancel his/her Distributorship, the Affiliate shall be
applying “Know Your Customer” (“KYC”) procedures.
granted a Grace period of 30 days to make payment of the
Failure to pass the KYC procedure can result in a rejection
applicable Success Factory Business Fee. Should the
of the Application. The documents submitted to verify the
Affiliate make payment after such Grace Period, but
existence and status of a company may include
before the next billing cycle, the Affiliate acknowledges
documents issued by the country’s company registrar
and agrees that he/she shall not be eligible to receive
that reflect the details and principals of the company.
compensation or other benefits resulting from the
6.3 The Affiliate is a self-employed independent contractor,
activities of the Affiliate’s former Downline as from the
and the Agreement does not create a franchise or an
start date of the Grace period up to the date of such
employer/employee relationship, partnership, joint
payment. After the Grace period, Success Factory may
venture relationship or legal representative of Success
suspend access to the Success Factory Web Office until
Factory.
Success Factory has successfully received payment for
6.4 An Affiliate shall have no legal right or authority to act on
the applicable billing cycle.
behalf of, represent, conclude any contracts or otherwise
4.3 The Affiliate can cancel his/her Distributorship at any time,
make any commitments whatsoever in the name of or on
and the Affiliate will continue to have access to the
behalf of Success Factory, including but not limited to:
Success Factory Web Office through the end of the
(a) bind Success Factory to any obligations or to make
applicable billing period. Payments are non-refundable
representations or give warranties,
and Success Factory does not provide refunds or credits
(b) incur any debts, obligations or liabilities;
for any partial or remaining periods.
(c) sign any documents;
4.4 If an Affiliate decides to cancel his/her Distributorship,
(d) collect monies from Customers or Affiliates; or (d)
he/she may do so by accessing the billing details
take any actions that could impose any obligation vis-
information in his/her Success Factory Web Office
à-vis a third party.
account. The Affiliate can also click on the “Success
6.5 As an independent contractor, Affiliate is responsible for
Factory Business Fee” link on the "Account" page to see
paying all relevant national insurance contributions,
the next payment date.
income taxes, VAT and making all relevant filings and
4.5 If an Affiliate cancels his/her Distributorship, fails to pay on
returns required by law; and Affiliate acknowledges that
the applicable annual billing date, the Agreement shall
he/she is not covered by any employment protection
automatically terminate at the end of the current billing
legislation and will not be treated as an employee with
period (subject to any applicable Grace period) and at the
respect to this Agreement for any tax or legal purposes, or
end of such current billing period the Affiliate shall
otherwise. Affiliate agrees to maintain adequate
permanently lose all rights as an Affiliate and he/she shall

SF_GTCA_V2
 General Terms and Conditions for Affiliates
insurance against all relevant risks including public
liability.
6.6 An Affiliate may select their own means, methods and
manner of work and may choose the hours and locations
of their activities, subject to the obligations of this
Agreement.
6.7 An Affiliate who joins Success Factory can promote and
sell Success Factory Services and Products and can also
promote the Success Factory Opportunity and directly
sponsor Affiliates in any country in which Success Factory
operates provided that they comply with this Agreement
and all local laws and regulations.
7. Financial Obligations of Affiliates
7.1 An Affiliate’s only financial obligation to Success Factory
during the Initial Term is the payment of the Success
Factory Business Fee.
7.2 An Affiliate’s only financial obligation during a Renewal
Term is the payment of the renewal fee, which can be
purchased as product through the Success Factory
webshop as Success Factory Business Fee.
7.3 An Affiliate is not required to purchase Success Factory
Services and Products or Success Factory Business Tools
or to participate in the Compensation Plan. If an Affiliate
purchases Success Factory Services and Products, the
Affiliate is subject to the terms and conditions of the
applicable Customer Contract.
7.4 If the Affiliate fails to pay for Success Factory Services and
Products, Success Factory may, in addition to any
remedies in the Customer Contract, (a) offset amounts
owed from any remuneration due to the Affiliate under
this Agreement; (b) impose reasonable penalties and
statutory interest; and (c) initiate a compliance
investigation under clause 23.
7.5 An Affiliate shall be responsible for paying all income taxes
and other taxes charged to the Affiliate on amounts
earned hereunder.
7.6 An Affiliate conducts business for their own account and
is responsible for all expenses, debts, and liabilities
incurred in the operation of the Affiliate’s Distributorship
and all financial and other obligations associated with the
Affiliate’s business are the sole responsibility of the
Affiliate. Success Factory shall not be responsible for
paying or reimbursing any such costs. An Affiliate’s
compensation is based on the successful promotion and
sale of Success Factory Services and Products and not on
the amount of time worked.
8. Duties of the Affiliates
8.1 Affiliates may use only direct selling and relational
marketing to promote Success Factory Services and
Products and the Success Factory Opportunity. Affiliates
may use different channels for marketing such as social
media, blogs, forums, chatrooms but those must clearly
state that they are not official Success Factory channels
and must not promote the services or opportunities of
other Network Marketing companies in them. Affiliates
shall adhere to the highest ethical standards and comply
with all local, national and international laws, regulations,
and industry codes applicable to the Affiliate’s Activity.
Violation of these laws and regulations may result in
governmental regulatory action, which may include
severe fines, confiscation of property, closure of business
operations, or even imprisonment. Without limiting the
generality of the foregoing, Affiliates shall:
(a) be fully committed to upholding the core values of
Success Factory.
(b) be honest and fair in its dealings as an Affiliate;
SF_GTCA_V2
(c) identify themselves as a Success Factory Affiliate to
prospective Customers and Affiliates; it is prohibited
to present oneself as official representative of the
Success Factory Group or use wording to this effect in
any marketing material, conversations, any form of
media or online presences like representations in
social media;
(d) not imply or state that he/she has any exclusive
territory rights. There are no geographic limitations
on the Affiliate’s Distributorship except in those
foreign countries in which the Success Factory Group
does not operate;
(e) perform all of his/her business activities in a
professional and ethical manner, which will enhance
the Affiliate’s reputation and the positive reputation
of Success Factory;
(f) not engage in any conduct, make any statements or
perform any actions that can negatively reflects on,
cause harm, disturb, cause problems for or
disparages Success Factory and its Affiliates,
employees, customers or any other Affiliate;
(g) provide full, truthful, and clear information about
Success Factory and all terms, conditions including
but not limited to prices of Success Factory Services
and Products and the Success Factory Opportunity,
Compensation Plan, refund rights and after-sales
service;
(h) not use misleading, deceptive, or unfair sales
practices or make false, misleading, or exaggerated
claims about Success Factory Services and Products,
or the Success Factory Opportunity;
(i) present the Success Factory Opportunity as nothing
less than an equal opportunity regardless of ethnic
background, sexuality, gender, nationality or religious
or political beliefs;
(j) not promote, discuss or offer Success Factory Services
and Products, the Success Factory Opportunity or
Success Factory, its staff and Affiliates in general
together with any religious, spiritual or political
organizations or individuals which implies any
business or social association between Success
Factory and the organization or individual;
(k) only make such claims about Success Factory
Services and Products and the Success Factory
Opportunity as are contained in official Success
Factory materials or otherwise authorised by Success
Factory;
(l) advise potential Customers and Affiliates of their
right to withdraw from a Customer Contract or an
Application and Agreement;
(m) provide Customers and new Affiliates with access to
and copies of any required documents, including the
Customer Contract or the Application and
Agreement, the terms and conditions and the
financial obligations of an Affiliate;
(n) fulfil his or her leadership responsibilities as a sponsor,
which includes training, supporting and
communicating with its Downline;
(o) not advertise Success Factory Services and Products
or the Success Factory Opportunity in electronic or
mass media (TV, radio, newspaper, email etc.), seek or
participate in media coverage of any kind without
Success Factory’s prior written approval;
(p) never use spam e-mail and other forms of internet
abuse (including spamming forums, blogs, twitter,
Facebook and other social media outlets) to seek
sales. Therefore, the consent of each and every
recipient is to be obtained prior to sending emails.
Should Success Factory requests, Affiliate must
provide written evidence of such consent has been
granted;
 General Terms and Conditions for Affiliates
(q) Not violate any applicable laws and regulations adhere to the provisions of this clause 8 will subject
concerning the operation of their business (in the Affiliate to compliance action under clause 23.
particular competition law and law on direct selling), (aa) An Affiliate shall indemnify Success Factory pursuant
do not engage in deceptive or illegal practices, glorify to clause 18.4 if Success Factory incurs any financial or
violence, are not racist, pornographic or liable to other liability as a result of the Affiliate’s non-
corrupt youth, or unfit to be made generally compliance with this clause 8.
accessible and will not misrepresent the Success
Factory Services and Products and Success Factory
Opportunity or the Compensation Plan; 9. Access to Success Factory Web Office
(r) not represent, directly or indirectly, that the Success
Factory Services and Products, Success Factory
9.1 Due to maintenance or other improvements of the
Opportunity or Compensation plan have been
Success Factory Web Office certain functions may be
approved, reviewed or endorsed by any government
temporarily unavailable. Success Factory will not be liable
agency unless Success Factory explicitly states so;
if the Success Factory Web Office is unavailable at any
(s) not use or modify any logos, trademarks, product
time due to any interruption, failure or technical issue.
names, titles of works or trade names registered or
9.2 Success Factory endeavours to continuously develop and
belonging to the Success Factory Group beyond the
improve the available Success Factory Services and
scope of the advertising materials and other official
Products, Success Factory Business Tools and the Success
documents already provided requires the written
Factory Web Office. In the course of such development,
consent of Success Factory;
Success Factory may enhance, expand or slightly modify
(t) not register their own trademarks, titles, websites or
individual applications and functions. This includes the
other intellectual property rights that contain logos,
discontinuation of functionalities or other features.
trademarks, product names, titles, or trade names of
Success Factory may alter Services or Products, in
Success Factory in any country. The aforementioned
particular if such alterations are customary in the industry
prohibition applies to both identical and similar signs
or if changes are legally demanded.
and the use of the aforementioned character in
9.3 From time to time, Success Factory may invite an Affiliate
subdomains or other subcategories of the URL;
to try products or features related to Services or Products,
(u) not repackage, relabel or freely distribution any
that are not generally available to all Affiliates or the public
products or services of the Success Factory group;
or Success Factory may release products or features
(v) not organise promotional events unless any
related to Services or Products that are identified in the
promotion for the event or anything presented at the
Success Factory Web Office as alpha, beta, preview, pilot,
event itself clearly indicates that the event is
limited release, or by a similar designation (collectively,
organised by Affiliates and that it is not an official
“Beta Services”). Beta Services may be provided for
Success Factory Event. If necessary, Success Factory
evaluation or testing purposes only, and, therefore, may
may at its sole discretion require changes or even
contain bugs or errors, and may not be as reliable as other
cancellation of such events;
features of the service. Success Factory may discontinue
(w) not resell any Success Factory giftcodes at a discount
Beta Services at any time in its sole discretion, and Success
price. This is strictly prohibited and will result in
Factory may decide not to make Beta Services generally
termination of the giftcode without refund and can
available. For the avoidance of doubt, Beta Services are a
lead to a termination of the Affiliate position;
part of the Services and Products, and, therefore, are
(x) immediately notify Success Factory of any breach or
subject to the terms of this Agreement, including, without
violation of the terms and conditions of this
limitation, Section 18.
Agreement or any other internal and product specific
9.4 Affiliates shall not to circumvent, remove, alter, deactivate,
rules of Success Factory. Any failure to enforce an
degrade or thwart any of the content protections in the
Affiliate’s strict performance of any provision of this
Success Factory Web Office; use any robot, spider, scraper
Agreement will not constitute a waiver of Success
or other automated means to access the Success Factory
Factory’s right to subsequently enforce such
Web Office; decompile, reverse engineer or disassemble
provision or any other provision of this Agreement;
any software or other products or processes accessible
(y) When promoting and selling Success Factory
through Success Factory; insert any code or product or
Services and Products, Affiliates shall guarantee that
manipulate the content of Success Factory in any way; or
prospective Customers have the opportunity to
use any data mining, data gathering or extraction method.
review the terms and conditions and price lists for the
In addition, Affiliates agree not to upload, post, e-mail or
Success Factory Services and Products that they
otherwise send or transmit any material designed to
intend to purchase prior to submitting an order.
interrupt, destroy or limit the functionality of any computer
When promoting the Success Factory Opportunity,
software or hardware or telecommunications equipment
Affiliates shall guarantee that prospective Affiliates
associated with Success Factory, including any software
have the opportunity to review these General Terms
viruses or any other computer code, files or programs.
and Conditions, the Policies and Procedures, and the
9.5 Affiliates shall not engage or use any bugs, glitches,
Compensation Plan prior to submitting an
vulnerabilities or unintentional mechanics in the
Application and monitor and enforce their
Company’s webshop, web office or otherwise to get an
compliance. Affiliates shall inform prospective
advantage or to gain ranks, commissions, bonuses or
Affiliates that success as an Affiliate depends on the
otherwise violate the terms and conditions of the
successful promotion and sale of Success Factory
Company.
Services and Products to Customers. Affiliates will be
held liable for the conduct of prospective Customers
and prospective Affiliates. 10. Use of Intellectual Property
(z) Affiliates shall not make any representation, promise
or guarantee that prospective Affiliates may or will
obtain any specific earnings, profits, or business 10.1 The Success Factory Intellectual Property are protected
success or that such earnings, profits, or business under copyright law and other statutory provisions and
success are easily achievable. An Affiliate’s failure to are owned by Success Factory.
10.2 During the Term of this Agreement Success Factory gives
Affiliates a revocable, non-exclusive and non-transferable

SF_GTCA_V2
 General Terms and Conditions for Affiliates
license to use Success Factory’s trademarks and costs of the meeting or event. Such meetings or events
copyrighted materials only for the purpose of promoting are not intended to provide a profit to Affiliates.
and selling Success Factory Services and Products, and 11.4 Affiliates may not make a profit from the sale or resale of
the Success Factory Opportunity, as further specified in marketing or training materials, whether produced by
this Agreement, provided that this use complies with the Success Factory or the Affiliate, but Affiliates may charge
stipulations of local law and regulations and takes place for such materials in an amount intended solely to recover
exclusively in the context of this Agreement. This the Affiliate’s direct costs for the production of such
Agreement does not convey any other rights of use of materials.
Success Factory’s Intellectual Property. 11.5 Success Factory may exercise its option to request records
10.3 Nothing herein shall grant Affiliates any right, title, or relating to the Affiliate’s direct costs or other matters as
interest in Success Factory’s Intellectual Property. To described herein or as required by applicable law. The
protect the Success Factory’s rights, an Affiliate may not Affiliate shall provide written evidence of such records
obtain, through filing for a patent, trademark, Internet within 14 days.
domain name, or copyright, any right, title, or interest in
or to Success Factory’s names, trademarks, logos, or trade
names and those of Success Factory’s Services and 12. Ethics and Compliance with Law
Products or any derivative thereof. Unlawful use of any
trademark that is not owned or licensed by Success
12.1 The promotion and sale of Success Factory Services and
Factory is strictly prohibited.
Products and the Success Factory Opportunity is subject
10.4 Affiliate expressly recognises that any and all goodwill
to governmental regulation by local, national, and
associated with the trademarks and copyrighted
international governmental authorities. Affiliates shall
materials (including goodwill arising from Affiliate’s use)
adhere to all applicable laws and regulations when
inures directly and exclusively to the benefit of Success
promoting Success Factory Services and Products and
Factory and is the property of Success Factory and that,
the Success Factory Opportunity. This obligation includes,
on expiration or termination of the Agreement, no
but is not limited to compliance with all laws, regulations,
monetary amount shall be attributable to any goodwill
and industry codes applicable to the promotion and sale
associated with Affiliate’s use of the trademarks or
of Success Factory Services and Products and the Success
copyrighted materials.
Factory Opportunity, including consumer protection,
10.5 Affiliates may not alter or modify the Intellectual Property
direct selling, distance selling, telecommunications, and
or any materials containing it without Success Factory’s
data protection rules:
prior written approval. Unauthorised use of the
(a) obtaining any permits, trade licenses, or registrations,
Intellectual Property is a violation of this Agreement.
including visas and work authorisations, required in
Affiliates are liable to Success Factory for any damages
any country in which an Affiliate chooses to operate
arising out of their misuse of Success Factory’s trade
their business;
names, trademarks, service marks, copyrights and other
(b) maintaining accurate and complete records (such as
intellectual property rights, in any form, except as
order forms, invoices, and receipts) in connection
specifically authorised by this Agreement or as otherwise
with the operation of the Affiliate’s business;
approved in writing by Success Factory.
(c) making all registrations, notifications, and filings
10.6 The right of use granted by this clause 10 may be
necessary to ensure the proper assessment and
terminated by Success Factory at any time without notice
payment of taxes (including personal and corporate
and shall end immediately upon notification of such
income tax, national or local business taxes and VAT),
breach, without limiting Success Factory’s rights and
governmental fees, and social contributions (such as
remedies available at law. In case of termination of this
social security and pensions).
Agreement, regardless of the reason, the right of use set
out herein will be automatically revoked.
13. Compensation
11. Use of Marketing and Training Materials
13.1 Subject to adherence of this Agreement and compliance
with governmental regulation by local, national, and
11.1 Affiliates may use printed and electronic materials that
international governmental authorities, Affiliates are
are produced by themselves to promote or sell Success
compensated and promoted to higher positions in
Factory Services and Products and the Success Factory
accordance with the then-current Compensation Plan
Opportunity and to train other Affiliates. These materials
and based on the successful sale of Success Factory
must include the Success Factory logo (available on the
Services and Products by Affiliates and the Affiliates´
Success Factory Web Office) and must also include the
Downline. An Affiliate understands and acknowledges
Affiliate’s Full name and information that they are a
that success as an Affiliate is determined by the Affiliate’s
Success Factory Affiliate. Self-produced materials cannot
own efforts and abilities and that an Affiliate is not
give the impression that they are official Success Factory
guaranteed any specific earnings, profits, or business
material. Promotional statements from one country may
success. An Affiliate confirms that neither Success Factory
not be appropriate or legal in another country. Affiliates
nor another Affiliate has promised or guaranteed specific
must comply with all requests to remove such
earnings, profits, or business success. NO
promotions, statements and/or posts regardless of its
COMPENSATION IS EARNED FOR THE PROMOTION OF
origin.
THE SUCCESS FACTORY OPPORTUNITY OR THE
11.2 Because many aspects of the Success Factory Services
RECRUITMENT OR SPONSORING OF NEW AFFILIATES.
and Products and the Success Factory Opportunity are
Affiliates have no claim to any further compensation or
regulated, compliance with advertising laws is important.
expenses or costs other than as set out in the
Success Factory makes every effort to comply with
Compensation Plan.
advertising law and expects the same from each Affiliate.
13.2 An Affiliate acknowledges that the Affiliate must have an
11.3 When renting a facility for a meeting or event, any fee
active Distributorship at the time compensation is paid in
charged to attending Affiliates and their guests shall be
order to receive payment. An Affiliate confirms that the
limited to what is reasonably necessary to cover the direct
provisions of this clause 13 are reflected in the

SF_GTCA_V2
 General Terms and Conditions for Affiliates
consideration provided under this Agreement and in the
decision by the Affiliate to enter into this Agreement.
13.3 Success Factory may suspend or revoke payment if an
Affiliate is in breach of any term or condition of this
Agreement. Success Factory may also debit the Affiliate’s
account or withhold payable Compensation.
14. Invoices and Payment of Compensation
14.1 Your Success Factory Web Office dashboard keeps track
of your Compensation and lets you deposit, redeem or
transfer them under the Cash Account, Coin Account and
Trading Account (together “Cash Account”). Your Cash
Account balance can only be redeemed for real world
money through the available payment platforms,
including Bitcoin or Perfect Money. The balance on your
Cash Account does not expire and we do not assess any
service fees for non-use. The balance on your Cash
Account does not accrue interest.
14.2 The balance on your Cash Account can only be transferred
to another Affiliate to be used for payment or recurring
payments of purchases of the Success Factory Products
and Services only. Any transfer to another Affiliate will be
subject to a KYC procedure as set out in section 6.2.
14.3 Success Factory will not be responsible for any lost or
stolen balances in your Cash Account.
14.4 We reserve the right to correct the balance of your Cash
Account if we believe that a clerical or account error has
occurred.
14.5 If an Affiliate is registered as a business, the Affiliate and
Success Factory agree to use self-billing in regard to the
receipt of the Compensation. The Affiliate authorises
Success Factory to prepare and issue receipts or invoices
(Invoices) in the name of and for the account of the
Affiliate.
14.6 Invoices will be prepared and issued electronically, along
with the payment of any amounts due from Success
Factory following the end of the relevant reporting period.
14.7 The parties agree that this delivery method constitutes
acceptance of the Invoice and receipt of payments due
from Success Factory. Affiliates shall be liable for any taxes
and duties, including VAT, at the appropriate rates, on the
amounts payable under this Agreement in accordance
with current legislation. Accordingly, where applicable,
Success Factory may be required to withhold a
percentage on Affiliate income depending on the amount
of the compensation earned. It is the Affiliate’s
responsibility to disclose income from Success Factory
activities to the tax authorities and pay the applicable
income taxes.
14.8 Where applicable, if VAT registered, Success Factory will
include VAT at the Dutch standard prevailing rate or
reverse charge VAT, unless the Affiliate sends a
completed, valid VAT certificate that shows that he/she do
not have to pay VAT at the standard rate. In such case,
Success Factory will include VAT at the appropriate
reduced rate from the date Success Factory receives the
certificate.
14.9 Affiliates shall not issue an invoice for any amounts
Affiliates has agreed Success Factory can issue a self-billed
Invoice for under this Agreement.
14.10 Success Factory shall issue sequentially numbered
invoices using a number block assigned to the Affiliate.
The Affiliate acknowledges that a fee will be applied for
processing payments to the Affiliate.
14.11 Affiliates shall not modify or delete any Invoice and shall
prevent unauthorised access to Invoices using an
Affiliate’s login details. An Affiliate shall promptly inform
Success Factory of any change to their name, address,
VAT registration, or other details that may affect the
issuance of Invoices. If an Affiliate is or becomes registered
SF_GTCA_V2
as a VAT payer and fails to inform Success Factory of such
registration, Success Factory shall have no financial or
other responsibility with respect to previously issued
invoices and no obligation to re-issue Invoices.
14.12 Success Factory may set off any payments due and
payable under this Agreement against any debts owed by
the Affiliate to Success Factory from time to time.
14.13 Success Factory reserves the right to reduce, withhold or
recoup payments if it has been identified that an error has
occurred regardless as to the source of the error.
15. Disputes between Affiliates
15.1 When an Affiliate has a grievance or complaint with
another Affiliate regarding any practice or conduct in
relationship to his/her Distributorship, the Affiliate should
try to amicably resolve it with the other Affiliate. If the
matter involves interpretation or violation of the
Agreement by the other Affiliate, the complaining or
aggrieved Affiliate must report it in writing to the Success
Factory Compliance Department, via email or certified
mail. Details of the incident such as dates, persons
involved, witnesses and any other supporting
documentation should be included in the report.
Anonymous complaints will be accepted, but Success
Factory may not take corrective action without credible
evidence. Success Factory may inform an Affiliate’s upline
leaders of any actions or potential actions taken pursuant
to this section 15. Should the Success Factory Compliance
Department determine that a grievance or complaint
does not involve interpretation or violation of the
Agreement by the other Affiliate, any costs and/or
expenses, including allocation of time and resources,
related to the investigation that leads to such
determination shall be borne by the complaining or
aggrieved Affiliate.
15.2 Affiliates shall notify Success Factory of any Customer
and/or Affiliate's complaints regarding either the Success
Factory Services and Products or the Success Factory
Opportunity and immediately forward to Success Factory
the information regarding those complaints.
15.3 Remedies elected by Success Factory are within its sole
discretion. All remedies are cumulative and not exclusive
of other remedies, including suspension and termination,
if Success Factory, in its sole discretion, determines that
such action is appropriate and necessary to protect
Success Factory and Success Factory Business Partners.
16. Termination
16.1 Success Factory may terminate this Agreement at any
time in writing upon 14 days’ notice to an Affiliate or
immediately if an Affiliate breaches any provisions of this
Agreement. Notice of the termination shall be delivered
in writing to the Affiliate by email. Success Factory
reserves the right to terminate all Agreements upon 30
days’ notice if Success Factory elects to: (a) cease business
operations; (b) dissolve as a business entity; or (c)
terminate distribution of all or parts of its Services and
Products.
17. Effect of Termination
17.1 Immediately upon termination, the terminated Affiliate:
(a) Must remove and permanently discontinue the use
of the trademarks, service marks, trade names and
any signs, labels, stationery or advertising referring to
 General Terms and Conditions for Affiliates
or relating to any Success Factory Services and
Products or Success Factory Opportunity;
(b) Must cease representing himself/herself as an
Affiliate of Success Factory;
(c) Loses all rights to his/her Distributorship and position
in the Compensation Plan and to all future
Compensation and earnings resulting therefrom;
(d) Must take all action reasonably required by Success
Factory relating to its materials and protection of its
confidential information and intellectual property;
and
(e) Is barred from submitting a new Application and
Agreement at any time in the future. Success Factory
has the right to offset any amounts owed by an
Affiliate to Success Factory. Where laws on
termination are inconsistent with this policy, the
applicable law shall apply.
17.2 A terminated Affiliate may appeal termination by
submitting a letter to Success Factory’s Compliance
Department stating the grounds of appeal. Success
Factory must receive the letter of appeal within ten (10)
business days of the date of such notice of termination, or
as stated in the notification. If an Affiliate files a timely
appeal, Success Factory will, at its sole discretion, review
and notify the Affiliate of its decision. The decision of
Success Factory shall be final and will not be subject to
further review. If Success Factory has not received the
letter of appeal by the deadline date, the termination shall
be final. In the event that an appeal is denied, the
termination shall remain in effect as of the date of Success
Factory’s original notice.
17.3 All of Success Factory’s Intellectual Property, including
but not limited to trademarks, trade names, data,
photographs, literature, and sales aids, customer related
database of every kind shall remain the property of
Success Factory. Within five (5) days after the termination
of this Agreement, Affiliate shall return all such items to
Success Factory. Affiliate shall not make or retain any
copies of any confidential items or information that may
have been entrusted to it.
18. Liabilities
18.1 Upon termination of this Agreement, an Affiliate shall be
released from all obligations under this Agreement
except for
(a) liabilities relating to payments made to the Affiliate;
(b) amounts owed by the Affiliate for Success Factory
Services and Products, or Success Factory Business
Tools;
(c) the provisions of clauses 8-11, 19-20, and this clause 18.
An Affiliate may not challenge the amount or validity
of any settlement agreement or payment arising
from this Agreement following termination.
18.2 To the extent allowed by law, Success Factory and its
affiliates, officers, directors, employees and other Affiliates
shall under no circumstance be liable for and each
Affiliate hereby releases the foregoing from, and waives
any claim for, any other direct or for any indirect damages
or losses, any consequential, special, multiple or
exemplary damages suffered by Affiliates or any other
person, including lost profits, loss of income, business,
contracts or goodwill, which may arise out of any claims
whatsoever relating to Success Factory’s performance,
non-performance, act of omission with respect to the
business relationship or other matter between the
Affiliate and Success Factory whether in contract, tort or
strict liability. In any event, Success Factory’s liability shall
be limited to direct damages suffered by Affiliates up to a
maximum of the amount in fees already paid by such
Affiliate to Success Factory in the twelve months period
SF_GTCA_V2
preceding the event giving rise to a claim pursuant to this
Agreement.
18.3 An Affiliate confirms that the liability limitations of this
clause 18 are reflected in the consideration provided
under this Agreement and in the decision by the Affiliate
to enter into this Agreement. For the avoidance of doubt,
an Affiliate expressly agrees that it shall have no claim
against Success Factory or any Success Factory Business
Partner for:
(a) discontinuance or modification of any Success
Factory Service or Product;
(b) modifications to the terms and conditions of the
Success Factory Opportunity, this Agreement, or the
Compensation Plan;
(c) the refusal or inability by Success Factory or a Success
Factory Business Partner to provide Success Factory
Services and Products to a Customer;
(d) termination of the relationship between a Customer
and Success Factory or a Success Factory Business
Partner;
(e) removal of a Customer from the account of an
Affiliate or a member of the Affiliate’s Downline as a
result of compliance or disciplinary proceedings; or
(f) changes to an Affiliate’s remuneration or position in
the Compensation Plan as a result of compliance or
disciplinary actions against the Affiliate or a member
of the Affiliate’s Downline.
18.4 Each and every Affiliate shall indemnify and hold harmless
Success Factory, its shareholders, officers, directors,
employees, agents and successors in interest and Success
Factory Business Partners from any demand, liabilities,
damages, losses, claims, cost or expense including, but
not limited to, reasonable court costs and attorneys’ fees,
asserted against or suffered or incurred by any of them,
directly or indirectly, arising of or in any way related to or
connected with allegedly or otherwise, the Affiliate’s acts
or omissions in violation of this Agreement, activities as an
Affiliate and/or violation of or failure to comply with any
applicable international, local law or regulation. Success
Factory may recover any such liabilities or costs by
offsetting such amount from Compensation due to the
Affiliate or any available legal means.
18.5 If an Affiliate wishes to bring an action against Success
Factory for any act or omission relating to or arising from
the Agreement, such action must be brought within one
(1) year from the date of the alleged conduct giving rise to
the cause of action. Failure to bring such action within
such time shall bar all claims against Success Factory for
such act or omission. Affiliate waives all claims that any
other statutes of limitation apply.
19. Force Majeure.
Success Factory shall not be liable for any failure or delay
in performing an obligation under this Agreement that is
due to circumstances beyond Success Factory’s control,
including but not limited to acts of God, accident, riots,
war, terrorist act, epidemic, pandemic, quarantine, civil
commotion, power failure, malfunction or maintenance
of internet, computer network or telecommunications
facilities, breakdown of web host, natural catastrophes,
governmental acts or omissions, changes in laws or
regulations, national strikes, labour difficulties, fire,
explosion, generalized lack of availability of raw materials
or energy.
20. Loyalty
20.1 An Affiliate is free to participate in other direct selling,
multilevel, or network marketing business ventures or
 General Terms and Conditions for Affiliates
marketing opportunities, including affiliate programs 20.6 If the Affiliate participates in another Network Marketing
(collectively “Network Marketing”). However, during the business, the Affiliate agrees that he/she shall operate its
Term of this Agreement and for 90 days following Distributorship entirely separate and apart from it.
termination, or such greater period as may be legally Accordingly, if participating in another Network
enforceable, an Affiliate shall not, directly, or indirectly: Marketing business, the Affiliate agrees that he/she:
(a) solicit, recruit, encourage, or entice another Success (a) shall not display any non-Success Factory Services
Factory Affiliate, whether active or inactive, or and Products with, or in the same location as, Success
Customer to participate in a direct selling scheme Factory Services and Products;
offered by any other Network Marketing business or (b) (ii) shall not offer any non-Success Factory program,
other opportunity that may alter the business opportunity, product, or service in conjunction with
relationship with Success Factory, whether or not the the Success Factory Opportunity to prospective or
products and services offered by such company are existing Customers or Affiliates;
similar to Success Factory Services and Products; (c) (iii) shall not offer, nor make reference to, explicitly or
(b) make negative, discouraging, harming or in any way implicitly, to any non-Success Factory opportunity,
unlawful comments or assessments about Success products, or services at any Success Factory-related
Factory or its partnering companies, brands, logos, or meeting, seminar or convention.
other trademarks; 20.7 Notwithstanding subsection 20.1, during the Term of this
(c) make any attempts to recruit active Success Factory Agreement, the Affiliate shall not sell, or attempt to sell,
Affiliates into their own organization (“cross-line any programs, products, or services to Success Factory
recruiting”); Customers or Affiliates that compete with Success
(d) take any action to transfer a Customer to a provider Factory’s Services and Products. Any program, product,
of comparable services or products, or to induce a service, in the same generic categories as the Success
Customer to transfer, whether or not the Affiliate has Factory Opportunity is deemed to be competing,
promoted Success Factory Services and Products to regardless of differences in cost, quality or other
the Customer; distinguishing factors.
(e) solicit or enter into an employment, marketing, or
other contractual relationship with a Success Factory
Business Partner. An Affiliate confirms that the 21. Confidentiality
provisions of this clause 20 are reflected in the
consideration provided under this Agreement and in
21.1 Affiliate acknowledges that by reason of its relationship to
the decision by the Affiliate to enter into this
Success Factory hereunder it will have access to certain
Agreement. Violation of this clause 20 may result in
information and materials concerning Success Factory’s
(a) compliance action under clause 23; (b) the
information, including but not limited to business plans,
suspension or termination of this Agreement by
customers, compensation plans, technology,
Success Factory for breach; (c) forfeiture of the
products/services and other financial and business
Affiliate’s rights under this Agreement; and (d) legal
information of Success Factory that is confidential and of
or other action by Success Factory against the
substantial value to Success Factory, which value would
Affiliate;
be impaired if such information were disclosed to third
(f) use a spouse’s, relative’s or third-party’s name, trade
parties. All such information (whether in electronic, oral, or
names, assumed or fictitious names, legal entities,
written form) is proprietary to and owned by Success
false government issued identification numbers, or
Factory and is transmitted or available to Affiliate in strict
fictitious ID numbers to create false or fake accounts
confidence.
or otherwise to circumvent this Agreement.
21.2 Affiliate acknowledges and agrees that Success Factory
20.2 Affiliate and Success Factory acknowledge that because
has derived, compiled, configured, and currently
network marketing is conducted through networks of
maintains such information through the expenditure of
independent contractors in many countries, and business
considerable time, effort, and monetary resources and
is commonly conducted via the internet and telephone,
constitute commercially advantageous proprietary assets
an effort to narrowly limit the geographic scope of the
and trade secrets of Success Factory, which each Affiliate
non-solicitation provisions herein would render it wholly
shall hold confidential.
ineffective. Therefore, each agrees that such non-
21.3 Each Affiliate shall not use in any way for its own account
solicitation provisions shall apply to all markets where
or the account of any third party, nor disclose to any third
Success Factory conducts business, whether through
party any confidential information or Intellectual Property
direct selling, e-commerce or otherwise. This clause 20
of Success Factory that may come into the Affiliate’s
shall survive termination or expiration of this Agreement.
knowledge, including information on the Affiliate’s
20.3 Every Affiliate has an express obligation to notify Success
Downline and any Customers of Success Factory, directly
Factory as soon as is reasonably possible if he/she knows
or indirectly, use the information to compete with Success
of or has reasonable grounds to suspect another Affiliate
Factory or for any purpose other than promoting the
has breached these covenants.
Affiliate’s Distributorship in accordance with this
20.4 Should an Affiliate breach these covenants, Success
Agreement, recruit or solicit any person or in any manner
Factory may take any or all actions described in clause 23.
attempt to influence or induce any Affiliate to alter his or
Success Factory may also:
her business relationship with Success Factory. Any
(a) terminate the Distributorships in breach;
unauthorised use or disclosure of confidential information
(b) impose a monetary fine on any of the Affiliates
constitutes misuse, misappropriation, and a violation of
involved. However, Success Factory is under no
this Agreement and may cause irreparable harm to
obligation to do so, and the ultimate termination of
Success Factory.
the Distributorship remains within the sole discretion
21.4 In the event the Affiliate breaches any of the covenants of
of Success Factory. The Affiliates waive all claims
this clause 21, Success Factory may terminate the
against Success Factory that arise from or relate to
Distributorship and may seek injunctive relief to prevent
the termination of such Distributorships.
irreparable harm to Success Factory or any of its Affiliates.
20.5 When circumstances are deemed appropriate, and in its
Success Factory may also pursue all appropriate remedies
sole discretion, Success Factory may impose a monetary
under applicable law to protect its rights; any failure to
fine for any breach of the Agreement.

SF_GTCA_V2
 General Terms and Conditions for Affiliates
pursue such remedies will not constitute a waiver of those
rights.
21.5 This clause 21 shall survive the termination or expiration of
this Agreement.
22. Personal Data
22.1 Success Factory collects, maintains, and processes
information, including personal data, from Affiliates
within the scope of the General Data Protection
Regulation (the “GDPR”), as amended, and in accordance
with the Privacy Policy, by electronic and non-electronic
means. Personal data is used by Success Factory for:
(a) the performance of its duties under this Agreement;
(b) calculation and payment of compensation to
Affiliates;
(c) provision of Services and Products to Affiliates;
(d) communications to Affiliates including marketing
opportunities related to Success Factory Services and
Products;
(e) fulfilment of legal, financial, accounting, and
administrative functions; and
(f) protection of Success Factory’s legal and contractual
rights.
Affiliates´ personal data may be transferred to:
(a) other members of the Success Factory Group;
(b) employees, external consultants, and advisors of the
Success Factory Group;
(c) other Affiliates;
(d) Success Factory Business Partners; and
(e) other recipients permitted by law.
Some recipients of Affiliates´ personal data may be
located in countries outside the European Union,
including the United States, which are deemed not to
provide equivalent data protection. The GDPR requires
that Success Factory provides appropriate safeguards to
transfer personal data to countries that do not ensure an
adequate level of protection. In order to meet this
obligation, Success Factory entered into standard
contractual clauses with recipients of personal data in
such non-adequate countries. The collection of Affiliates´
personal data for the above purposes is essential for the
performance of Success Factory’s obligations under this
Agreement and the conduct of Success Factory’s
business. Failure by Affiliates to provide requested data or
the withholding or withdrawal by Affiliates of their
consent to use such data may result in rejection of the
Application or termination of the Agreement.
22.2 Success Factory agrees
(a) to process personal data fairly and lawfully;
(b) to take reasonable measures to ensure that personal
data are complete and accurate;
(c) not to use personal data for any unlawful purpose;
(d) to collect only personal data necessary for the
purposes set forth in clause 22.1; and
(e) to take appropriate measures to secure personal data
against access by or disclosure to unauthorised
persons.
An Affiliate may exercise their rights under the GDPR to
access to and correct or delete personal data in
accordance with the GDPR and Success Factory’s
procedures by contacting Success Factory Affiliate
services in writing at support@successfactory.com or its
registered address.
22.3 With an Affiliate’s express consent and in accordance with
the Privacy Policy, Success Factory may use the Affiliate´s
personal data for the purpose of sending commercial and
marketing communications to the Affiliate and for
SF_GTCA_V2
scientific and market research and opinion polls. The
Affiliate’s personal data may be transferred to third
parties, including other members of the Success Factory
Group, other Affiliates, and Success Factory Business
Partners for these purposes. An Affiliate may withhold or
withdraw their consent for Success Factory to use
Affiliate’s personal data for these purposes at any time.
22.4 Affiliates may have access to personal data of Customers
and other Affiliates. Affiliates shall treat such personal
data as confidential information under clause 21 and shall
handle such personal data in compliance with all
applicable privacy and data security laws, including
security breach notification laws, GDPR and this
Agreement. Affiliates must take appropriate steps to
safeguard and protect all private information, including,
without limitation, credit card and social security
numbers, provided by a prospective Customer or other
Affiliates. Affiliates must take appropriate steps to
safeguard and protect all private information, including,
without limitation, credit card and social security
numbers, provided by prospective Customers and other
Affiliates. Affiliates are responsible for the secure handling
and storage of all documents that may contain such
private information. Affiliates must adopt, implement,
and maintain appropriate administrative, technical, and
physical safeguards to protect against anticipated threats
or hazards to the security of confidential information and
personal data. Appropriate safeguards may include, but
are not limited to:
(a) encrypting data before electronically transmitting it;
(b) storing records in a secure location;
(c) password-protecting computer files; or
(d) shredding paper files containing confidential
information or personal data.
Affiliates should dispose of any paper or electronic record
containing personal data and other confidential
information after use by taking all reasonable steps to
destroy the information by:
i. shredding;
ii. permanently erasing and deleting; or
iii. otherwise modifying the Customer data and other
confidential information in those records to make it
unreadable, unreconstructable, and indecipherable
through any means.
23. Violations of this Agreement by
Affiliates
23.1 Violations of this Agreement by Affiliates, including
violations of the Policies and Procedures or attempts to
take improper advantage of the Compensation Plan, shall
be considered a material breach of this Agreement and
may subject Affiliates to legal action and compliance
proceedings set forth in this Agreement. Disciplinary
action for demonstrated violations is at the sole discretion
of Success Factory. An Affiliate agrees that all compliance
proceedings and appeals therefrom will be handled
exclusively in accordance with the processes set forth in
this Agreement, and the Affiliate waives their right to seek
relief from the courts or any other adjudicative body. An
Affiliate agrees that their Distributorship may be
suspended while a compliance investigation is ongoing.
23.2 Any form of misuse or non-compliance of this Agreement
will lead to suspension, deactivation, blocking of financial
transactions and/or blocking of the Affiliate’s accounts
immediately. In such case, Affiliates may raise an
objection within 14 days in order to provide a statement
and evidence that the Affiliate has been in accordance
with these Terms and Conditions. If the Affiliate cannot
confute the breach of this Agreement, Success Factory
will, at its sole discretion, issue a notice of suspension,
 General Terms and Conditions for Affiliates
deactivation, blocking of financial transactions and/or 24.6 If an Affiliate dies or becomes incapacitated and has not
blocking of the Affiliate’s accounts or in certain events designated a successor, the Distributorship will be put on
termination of the Agreement. hold until Success Factory receives a court order or other
23.3 Typically, suspension is imposed pending the compliance notice advising it of the disposition of the Distributorship.
investigation. Success Factory will notify the Affiliate by
email sent to the latest address listed with Success
Factory for the Affiliate. In the event of a suspension, an 25. Reinstate Cancelled Distributorship
Affiliate shall immediately cease representing
himself/herself as an Affiliate with Success Factory.
25.1 A former Affiliate who re-joins Success Factory within 6
23.4 The length and conditions of the suspension may vary,
months after cancellation, non-renewal or termination of
depending upon the circumstances and investigation.
their Distributorship may do so upon approval from
Suspension may or may not lead to termination of the
Success Factory only under the same Sponsor (or, if the
Affiliate account. While suspended, the Affiliate’s financial
original Sponsor is no longer an Affiliate, the first active
settings may be on hold, at Success Factory’s discretion.
Upline Affiliate).
23.5 Any Compensation, which may be due, if any, will be
25.2 A former Affiliate who re-joins Success Factory after 6
temporarily placed on hold pending resolution. Should
months after cancellation of their Distributorship may do
the misuse or non-compliance be deemed unverified by
so upon approval from Success Factory under the same
Success Factory, the suspension shall be lifted and the
Sponsor or any other Sponsor of their choice.
unpaid earnings will be credited to the Distributorship;
however, should the misuse or non-compliance be
verified, Success Factory may withhold some or all of the 26. Entire Agreement
earnings to offset damages it incurs as a result of the
Affiliate’s misuse or non-compliance.
26.1 This Agreement, in its current form and as amended by
23.6 During the applicable suspension period, Success Factory
Success Factory at its discretion, comprises the entire
shall have the right to prohibit the suspended Affiliate
agreement between the Affiliate and Success Factory.
from purchasing Success Factory Services and Products.
Prior communications, promises, representations,
23.7 A suspended Affiliate does not have the right to represent
arrangements, express or implied warranties and
himself/herself as an Affiliate or promote his/her business
conditions made by any person concerning this
or the Success Factory Services and Products during the
Agreement, or other communications whether written or
applicable suspension period.
oral, not expressly set forth in this Agreement are
23.8 In any event, Affiliate acknowledges and agrees that if
expressly excluded and are unenforceable.
Affiliate breaches any provisions of this Agreement or if
Success Factory decides to terminate an Affiliate account
for any reason and such Affiliate has not confute such 27. Modification
termination in accordance with this clause 23, then in
such event Affiliate will have forfeited his or her right to
receive, and Success Factory shall have the right 27.1 This Agreement and any documents related to it may be
immediately and permanently to discontinue payment of, modified by Success Factory at any time and without prior
any Compensation that would otherwise be payable to notice. In this case, the Affiliate will be notified by e-mail
Affiliate under the Compensation Plan without any of any amendment to this Agreement made by Success
recourse by Affiliate. Success Factory and Affiliate Factory. The amended Agreement can be viewed at any
acknowledge and agree that such remedy is in addition time on Success Factory’s website and the Success
to, and not in lieu of, any and all other legal and/or Factory Web Office. If the Affiliate does not agree to the
equitable remedies that may be available to Success amendments or to any of the terms in this Agreement,
Factory in connection with Affiliate’s breach or threatened he/she may reject any such amendments by sending
breach, of any provisions set forth in this Agreement. Success Factory written notice within 30 days of the
change to Success Factory’s address, in which case the
Affiliate’s Distributorship with Success Factory shall be
24. Death, inheritance, or Incapacity of an immediately terminated. Failure to reject within the
Affiliate aforementioned period shall constitute acceptance of the
amended terms. In the event of any conflict between the
24.1 If an Affiliate dies or becomes incapacitated, the rights to applicable Agreement and any such amendment, the
the Distributorship may be transferred to the Affiliate's amendment shall control. If Success Factory price lists,
designated successor on a permanent or temporary basis. Compensation Plan, website or other information, etc. are
24.2 To assign a designated successor, we require a notarized revised, only the most current version is authorised for use
document from the current Affiliate that states who by Success Factory Affiliates.
should be the designated successor. This document
needs to include all the information needed to identify the
person: full name, address, date of birth, nationality.
28. Notice
24.3 In case of death, Success Factory requires an official
notification of the death (legal document). 28.1 Except as provided in clause 27, any notice under this
24.4 The successor will be required to enter into a new Agreement shall be in writing and sent by post, facsimile,
Affiliate's Agreement by agreeing to the Terms and or electronic mail to the address or telephone number
Conditions in writing (same process as transferring a designated by the non-notifying party. Any notice period
position). If the successor is under 18 years old, the shall commence on the day notice is sent.
Distributorship may, with the written consent of SF, be
operated by a trustee until the successor reaches 18 years.
24.5 In the event of the temporary transfer of a Distributorship 29. Assignment
due to incapacity, responsibility for the Distributorship will
be returned to the Affiliate upon notice to Success Factory
29.1 This Agreement is binding upon and inures to the benefit
that the incapacity has ended.
of the heirs, successors, and assignees of Success Factory
and an Affiliate. Success Factory may assign this

SF_GTCA_V2
 General Terms and Conditions for Affiliates
Agreement to another member of the Success Factory
Group at any time. An Affiliate may not assign or transfer
the rights or obligations of this Agreement or the Affiliate
position without the prior written consent of Success
Factory. Any attempt to transfer or assign the Agreement
without the express written consent of Success Factory
renders the Agreement voidable at the option of Success
Factory and may result in termination of the Agreement.
30. Severability
30.1 If any provision of the Agreement or any specification,
standard or operating procedure that Success Factory has
prescribed is determined to be invalid or unenforceable,
in part or in whole, under any applicable and binding law
or rule of any applicable jurisdiction, the Parties will
remain bound to the remaining part. Success Factory
shall have the right to replace the invalid or non-binding
part by provisions which are valid and binding and the
effects of which given the contents and purpose of this
Agreement, are, to the greatest extent possible, similar to
that of the invalid or non-binding part.
31. Media Contacts
31.1 Affiliates shall not communicate with any print, radio,
television, Internet, or other media outlet on behalf of
Success Factory or any Success Factory Business Partner
without the prior written approval of Success Factory.
Media inquiries regarding Success Factory shall be
referred to Success Factory by email to
media@successfactory.com
34.1 This Agreement is subject to the laws of the Netherlands.
Disputes arising under or related to this Agreement or in
relation to other agreements between Success Factory
and an Affiliate residing in the Netherlands shall be
resolved exclusively by the courts of Amsterdam.
34.2 In case an Affiliate is residing in a country outside of the
Netherlands and without regard to choice or conflicts of
law principles, all disputes, claims, demands, counts,
causes of action, or controversies arising in connection
with the present Agreement, or further agreements
resulting therefrom, shall be settled in accordance with
the Arbitration Rules of the Netherlands Arbitration
Institute. The arbitral tribunal shall be composed of one
arbitrator. The place of arbitration shall be Amsterdam,
the Netherlands. The proceedings shall be conducted in
the English language. The decision of the arbitrator shall
be final and binding on the parties and may, if necessary,
be reduced to a judgment in any court of competent
jurisdiction. Each party to the arbitration shall be
responsible for its own costs and expenses of arbitration,
including legal and filing fees. This agreement to arbitrate
shall survive any termination or expiration of the
Agreement.
The Parties expressly agree that any proceedings will be
conducted only on an individual basis and not in a class,
consolidated or representative action, regardless of
whether the procedures or Arbitration Rules of the
Netherlands Arbitration Institute would allow such an
action. The Parties expressly waive their rights to file or
participate in a class action or seek relief on a class or
representative basis.
34.3 Notwithstanding the foregoing, Success Factory shall
always have the right to institute legal proceedings in any
court of competent jurisdiction whether under this
Agreement or any other agreement.

32. Waiver

32.1 The failure of Success Factory or Affiliates to require

performance of this Agreement, strict compliance by an
Affiliate with any obligation to provision herein and
custom or practice of the parties at variance with the
Agreement, shall not affect the right of the waiving party
to require the other party to desist from or remedy any
breach of this Agreement and shall not be construed as a
waiver by the party of a claim for enforcement of the
Agreement or damages for any continuing or future
breach. Waiver by Success Factory can be affected only in
writing by an authorised officer of Success Factory.
Success Factory’s waiver of any particular default by an
Affiliate shall not affect or impair Success Factory’s right
or obligation of any other Affiliate, nor shall any delay or
omission by Success Factory to exercise any right arising
from default affect or impair Success Factory’s right as to
that or any subsequent default.

33. Survival

33.1 Any provision of the Agreement which, by its terms, is

intended to survive termination or expiration of the
Agreement shall so survive, including, without limitation,
the arbitration, noncompetition, non-solicitation, trade
secrets and confidential information covenants contained
in the Agreement.

34. Choice of Law and Venue

SF_GTCA_V2