LICENSE AGREEMENT – B2B PREMIUM LICENSE REGIONAL

between

NeGastro UG (haftungsbeschränkt)
August-Bebel-Str. 32, 19395 Plau am See
Registry Court: Amtsgericht Rostock · HRB 16904
VAT ID: DE367235260
Managing Director: Dietmar Nehring
(hereinafter referred to as “Licensor”)

and

[Company name of Licensee]
[Street, Postcode, City]
[Registry court / Registry number]
[VAT ID]
[Managing Director / Representative]
(hereinafter referred to as “Licensee”)

Selected payment method for license fee:
□ One-time payment
□ Installment payment

§ 1 Subject Matter of the Agreement and Sales Territory

(1) The Licensor grants the Licensee the right to market and distribute the products Fuelsaver24 and Oilsaver24 in the contractually defined region. The distribution under this license is exclusively aimed at commercial customers (B2B), in particular companies, fleet operators, workshops, and other business customers.

(2) Trial Period (Months 1–6): The sales right is granted to the Licensee for its contractually defined postcode area according to Annex 1. The Licensor undertakes not to appoint any further licensees in the same postcode area during the entire trial period.

After the Trial Period (from Month 7): If the minimum sales volume according to § 5 is reached during the trial period, the sales right for the defined postcode area will be permanently confirmed. The Licensor undertakes not to appoint any further licensees in the same postcode area even after the trial period. If the minimum sales volume is not reached during the trial period, the Licensor reserves the right to reallocate the sales territory or to terminate the contract according to § 7.

(3) Definition of Sales Territory: The Licensee's sales territory exclusively comprises the following postcodes: [Postcode list according to Annex 1]

The Licensee is not entitled to actively acquire or distribute in the B2B sector outside this postcode area. B2C distribution is exempt from this and can take place worldwide without geographical restriction (see § 1 Para. 5).

(4) Expansion of Sales Territory: If the Licensee wishes to expand its sales territory to include additional postcode areas, this requires the prior written consent of the Licensor. Each additional area will be charged at €2,500.00 plus VAT per year, due proportionally for the current contract year of the B2B license. For each additional area, the minimum sales volume regulations according to § 5 apply proportionally.

(5) Including B2C World License: The B2B Premium License automatically includes a B2C World License. The Licensee is thus entitled to distribute the products Fuelsaver24 and Oilsaver24 directly to private end-consumers – worldwide and without geographical restriction. For B2C distribution, the marketing guidelines according to Annex 3 apply.

§ 2 License Fee, Order and Conclusion of Contract

(1) Order and Payment: The Licensee orders and pays the license fee exclusively via the Licensor's online shop at fuelsaver24.com. The Licensee will personally receive the direct order link for the license from the Licensor. All payment methods available in the shop are available.

(2) License Fee: The license fee amounts to €5,000.00 plus statutory VAT for the contractually defined postcode area according to Annex 1 and is payable once for the respective contract year. For each additional postcode area selected by the Licensee, an additional fee of €2,500.00 plus statutory VAT per year is due, calculated proportionally for the current contract year.

(3) Conclusion of Contract: After successful payment via the online shop, the Licensor will send the Licensee an invoice and the license agreement signed by the Licensor for countersignature by post. A stamped return envelope will be enclosed with the letter. The Licensee is obliged to return the signed contract to the Licensor immediately. The contract is deemed concluded upon receipt of the online payment; the invoice and signatures serve for mutual documentation.

(4) Advance Payment: The license fee is to be paid exclusively in advance via the online shop. Payment by invoice or after receipt of invoice is not possible. If the payment is cancelled or reversed, all rights of the Licensee under this agreement automatically expire.

(5) In the event of automatic renewal, the license fee for the following year must be ordered and paid again via the online shop.

(6) Exclusion of Refund: The license fee will under no circumstances be refunded in whole or in part, regardless of the reason.

(7) Installment Payment: Upon request of the Licensee, the license fee – including any fees for additionally selected postcode areas – can be paid in 12 monthly installments. The monthly installment amounts to one tenth (1/10) of the respective annual fee, resulting in a total amount of 120% of the one-time payment over 12 months. The first installment is due immediately upon online order, each subsequent installment on the same day of the following month.

In the event of payment default of an installment of more than 7 days, the Licensor is entitled to terminate the contract without notice. In this case, all installment payments made up to that point will be forfeited without compensation in favor of the Licensor; a refund is excluded.

From the 2nd contract year, the total fee must be paid as a one-time amount, unless a new written agreement for installment payment is made.

(8) Default Interest: In the event of payment default, the Licensee owes default interest at a rate of 9 percentage points above the respective base rate (§ 288 para. 2 BGB). The Licensor's right to claim further damages remains unaffected.

(9) Dunning Costs: The Licensor is entitled to charge a flat fee for dunning of €40.00 (§ 288 para. 5 BGB) for each reminder.

§ 3 Commission

(1) The Licensee receives 30% of the net sales price per product sold (Fuelsaver24 and/or Oilsaver24) with a one-time payment of the license fee. In the case of installment payments, the commission amounts to 20% of the net sales price until the license fee has been fully paid. After full payment of the license fee, the commission automatically increases to 30%. This commission claim is independent of any overarching license structures and is guaranteed by the Licensor.

(2) Commission is settled monthly. The Licensor will create a commission credit note by the 15th of the following month and transfer the stated amount within 14 days. The Licensee acknowledges the credit note as a settlement document unless they object to it in writing within 14 days of receipt.

(3) VAT on Commission: The commission credit note will generally be issued as a net amount without VAT. If the Licensee is subject to VAT, they must provide the Licensor with the relevant proof before the first credit note.

(4) The Licensee is obliged to adhere to the minimum sales prices set by the Licensor according to Annex 2.

(5) Returns and Cancellations: In the event of a product return or cancellation by the end customer, the already credited commission will be fully reversed. The Licensor will show the reversal in the next commission credit note.

(6) Minimum Payout Amount: Commissions will only be paid out when the Licensee's balance reaches an amount of €50.00 net. Amounts below this threshold will be carried over to the following month.

§ 4 Discount Regulation

(1) If the Licensee grants a customer a discount, the commission is reduced by the same percentage as the granted discount.

(2) Discounts of 10% or more require the prior written consent of the Licensor.

(3) Discounts of less than 10% can be granted by the Licensee independently, but the Licensee is obliged to show them in the monthly sales report.

§ 5 Minimum Sales and Right of Termination in Case of Non-Achievement

(1) The Licensee commits to a minimum sales volume of 50 vehicle treatments per month (600 per year, annual average).

(2) During the trial period (months 1–6): If the minimum sales volume is not reached on average, the Licensor is entitled to terminate the contract with a notice period of 4 weeks.

(3) After the trial period: If the minimum sales volume in a contract year is undercut by more than 20%, the Licensor has the right to extraordinary termination after a written warning and an additional grace period of 3 months. In case of non-achievement, the sales right for the postcode area also expires.

§ 6 Obligations of the Licensee

The Licensee undertakes to:

• market the products exclusively under the Fuelsaver24 / Oilsaver24 brand
• comply with the brand guidelines and marketing policies according to Annex 3
• not distribute competing products without prior written consent
• submit monthly sales reports by the 5th of the following month
• comply with all legal regulations of the sales territory
• participate in a product training (at least once a year) offered by the Licensor and demonstrate sufficient product knowledge
• use the reporting system provided by the Licensor for monthly sales reports
• comply with all GDPR requirements when collecting and processing customer data and provide corresponding evidence upon request

§ 7 Contract Term and Termination

(1) The contract is concluded for a period of one (1) year from receipt of payment and automatically extends by one additional year unless terminated in writing with a notice period of 3 months prior to the end of the respective contract year.

(2) During the trial period, the Licensor can terminate with a notice period of 4 weeks if the minimum sales target is not met.

(3) Immediate Termination: The Licensor is entitled to terminate the contract without notice or warning in case of:

• Failure to meet the minimum sales target according to § 5
• Payment default of more than 30 days
• Violation of brand guidelines or non-competition clauses
• Insolvency or inability to pay
• Violation of essential contractual obligations according to § 6
• Unfair business practices or brand-damaging behavior
• Criminal conduct in connection with the sales activity

(4) Any termination must be in writing.

§ 8 Confidentiality

(1) Both parties undertake to treat all confidential information as strictly confidential. Confidential information includes, in particular: price lists, commission rates, customer data, business strategies, technical product information, and the content of this agreement.

(2) This obligation also applies for 3 years after the end of the contract.

(3) Contractual Penalty: In the event of a culpable breach of the confidentiality obligation, the breaching party shall forfeit a contractual penalty of €10,000.00 per breach. The right to claim further damages remains unaffected.

§ 9 Liability

(1) The Licensor is liable without limitation for damages resulting from injury to life, body, or health, as well as in cases of intent and gross negligence.

(2) The Licensee is liable for all damages arising from its sales activities.

(3) Liability Cap: The Licensor's liability for indirect damages, lost profits, and consequential damages is limited to the amount of the license fee paid by the Licensee in the current contract year, unless there is intent or gross negligence.

(4) Product Liability: The Licensee is liable to end customers for damages resulting from improper application, incorrect advice, or storage of the products. The Licensor is solely liable for damages demonstrably based on a product defect within the meaning of the Product Liability Act (ProdHaftG).

§ 10 Final Provisions

(1) This contract is subject to the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The place of jurisdiction for all disputes is Rostock.

(3) Amendments and additions must be made in writing.

(4) Should individual provisions be invalid, the validity of the remaining provisions remains unaffected.

§ 11 Post-Contractual Non-Compete Clause

(1) The Licensee undertakes, for a period of 12 months after the termination of the contract, not to market or distribute any products that directly compete with Fuelsaver24 or Oilsaver24, within the contractually defined sales territory according to Annex 1.

(2) In the event of a breach of this non-compete clause, a contractual penalty of €15,000.00 per breach is due. Further claims for damages remain reserved.

§ 12 Data Protection / GDPR

(1) Both parties undertake to comply with the applicable data protection regulations, in particular the GDPR and the BDSG.

(2) Insofar as the Licensee collects and processes personal data from end customers within the scope of its sales activities, it is itself the data controller within the meaning of Art. 4 No. 7 GDPR.

(3) Insofar as the Licensee processes personal data on behalf of the Licensor, the parties shall conclude a separate data processing agreement (DPA) in accordance with Art. 28 GDPR (Annex 4).

(4) The Licensee undertakes to use customer data exclusively for the purpose of distributing Fuelsaver24 and Oilsaver24 products and not to pass it on to third parties.

§ 13 Annexes

Annex 1: Definition of the sales territory (postcode list)
Annex 2: Product price list and commission table
Annex 3: Brand guidelines and marketing policies
Annex 4: Data Processing Agreement (DPA) according to Art. 28 GDPR

→ To the annexes (Annex 1–4)

Signatures

Licensor:
___________________________
Place, Date

___________________________
Dietmar Nehring, Managing Director
NeGastro UG (haftungsbeschränkt)

Licensee:
___________________________
Place, Date

___________________________
[Name, Function]

⚠️ To be reviewed by a German lawyer before first use.