Referral Program Terms

The program is operated by MatchAudit UG (haftungsbeschränkt), Turmstrasse 7, 65611 Brechen, Germany, represented by Managing Director Emmi Jose, registered under Amtsgericht Limburg a.d. Lahn, HRB 7665 ("MatchAudit", "we", "us").

A business applies by submitting the application form or by email. The participation agreement is concluded when MatchAudit confirms the application in text form and issues a referral code; MatchAudit sends these terms in a storable form with that confirmation. MatchAudit may decline an application without giving reasons. A business that has been confirmed is the "Partner". Conflicting Partner terms do not apply unless MatchAudit agrees to them in writing.

The program is open only to entrepreneurs within the meaning of Section 14 German Civil Code (BGB). Consumers cannot take part. Before confirming an application and before each payout, MatchAudit screens the Partner, and may screen its owners, against applicable sanctions lists.

• "Product" means MatchAudit Customer Assurance (billed by MatchAudit) or MatchAudit for Shopify (billed through Shopify).
• "Referred Account" means a Customer Assurance workspace or a Shopify store that is attributed to the Partner under Section 4.
• "Commission Period" means the 12 months beginning on the date of the Referred Account's first paid charge for the attributed Product.
• "Net Fees" means the subscription and usage fees MatchAudit actually receives for service periods of a Referred Account that fall within its Commission Period (pro rata where a charge also covers time outside it), excluding VAT and other taxes, and after deducting refunds, credits and chargebacks and, for MatchAudit for Shopify, Shopify's revenue share and any amounts Shopify withholds.

The Partner acts as an independent referrer (Tippgeber). It recommends MatchAudit to potential clients at its own discretion and is neither obliged to refer nor entrusted on a continuing basis with negotiating or concluding contracts on MatchAudit's behalf. The Partner is not a commercial agent within the meaning of Section 84 German Commercial Code (HGB), nor an employee, representative or reseller of MatchAudit, and has no territory, target or reporting duty.

• The Partner has no authority to make offers, accept orders, agree prices, grant discounts or make any declaration or commitment on MatchAudit's behalf.
• There is no exclusivity on either side.
• Each client contracts directly with MatchAudit (Customer Assurance) or through Shopify (MatchAudit for Shopify), on the terms that apply to that Product.
• The Partner may help a client set up a Product, but the account must belong to and be billed to the client.
• Where a Partner whose relevant activity is carried on outside the European Union and the European Economic Area would nevertheless be regarded as a commercial agent, a compensation claim under Section 89b HGB is excluded to the extent permitted by Section 92c HGB.

An account is attributed to the Partner only if one of the following applies:

• MatchAudit for Shopify: the merchant installs the app from the Shopify App Store and enters the Partner's referral code in the app during setup or within 14 days of installing.
• Customer Assurance: the client gives MatchAudit the Partner's referral code when subscribing or within 14 days after its first paid charge; or the Partner registered the client before the client subscribed, using the registration form or in text form (company, website and a contact person who agreed to be contacted), and MatchAudit accepted the registration. A registration is valid for 90 days.

MatchAudit confirms or declines each registration in text form within ten business days. A decline states which ground below applies, without disclosing confidential details of the client. Before relying on an accepted registration, MatchAudit tells the client that it was referred by the Partner and that the Partner may receive a commission.

The following are not attributed, and no commission is paid on them:

• the Partner itself, its affiliates, or accounts it operates for its own business;
• an account that already was a paying MatchAudit customer, a store that had installed MatchAudit for Shopify before, or a company that was in documented discussions with MatchAudit about the same Product in the 90 days before the code was given or the registration was made;
• Shopify development, test or sandbox stores, and MatchAudit sandbox or trial access;
• accounts obtained in breach of Section 6.

Each account is attributed to at most one partner. Where more than one partner claims an account, the first valid code or accepted registration received by MatchAudit applies.

• The commission is 25% of the Net Fees for each Referred Account. Fees for service periods after the Commission Period, and fees for a Product other than the attributed one, do not earn commission. The claim to commission arises only once MatchAudit has received the Net Fees.
• A Referred Account qualifies once it has paid for 2 months. Commission accrued from the start of the Commission Period then becomes due with the next quarterly statement. No commission is payable for an account that ends before it qualifies.
• Within 30 days after each calendar quarter, MatchAudit sends the Partner a statement listing each Referred Account, its Net Fees and the commission. Unless the Partner objects, the statement serves as a self-billed credit note (Gutschrift) within the meaning of Section 14(2) sentence 2 German VAT Act (UStG), and MatchAudit pays the amount within 14 days of sending it. The Partner may object to self-billing at any time and invoice instead; MatchAudit then pays within 30 days of receiving a correct invoice.
• The Partner may object to a statement in text form within eight weeks of receiving it. A statement to which no objection is made in that period is treated as approved; MatchAudit points this out in each statement. Statutory claims for corrections remain unaffected where the statement was wrong because of facts the Partner could not recognise. On reasoned request, MatchAudit provides the information reasonably needed to verify a statement, subject to Section 7.
• Balances below €25 roll over to the next quarter. Regardless of the minimum, the remaining commission on a Referred Account is paid with the statement for the quarter in which its Commission Period ends, and any balance is paid when participation ends. Payments are made in euros by bank transfer. Net Fees received in another currency are converted at the rate applied when MatchAudit received them.
• Commission is a net amount. The Partner tells MatchAudit its VAT identification number or tax number and whether it uses the small-business scheme (Section 19 UStG) or an equivalent. VAT is added where it is charged; where the reverse-charge procedure applies, MatchAudit accounts for the VAT. The Partner is responsible for its own income taxes and filings.
• If Net Fees on which commission was paid are later refunded, credited or charged back, the commission on them is no longer owed and MatchAudit may set it off against future commission or reclaim it.
• Referred clients pay the normal price. The commission is paid by MatchAudit and is never added to the client's fees.

The program is operated by MatchAudit alone. It is not part of, and does not change, the Shopify Partner Program or any amount Shopify pays the Partner.

The Partner shall:

• disclose to each client, clearly and before the client decides, that it may receive a commission from MatchAudit, and make the commercial purpose of its recommendations recognisable (Section 5a(4) German Act against Unfair Competition, UWG);
• where the Partner advises the client on choosing a provider or otherwise acts for the client, obtain the client's consent to the commission before the client subscribes. The Partner is responsible for any claim by the client to the commission under its own agreement with the client;
• not offer or pass any part of the commission or any other advantage to employees, officers or other agents of a client, or to public officials, in connection with a referral (Sections 299 and 331 et seq. German Criminal Code, StGB);
• describe MatchAudit and its Products accurately, using MatchAudit's published information, and not promise prices, discounts, features, certifications, legal outcomes or acceptance by any third party;
• not present itself as MatchAudit or Shopify, or as acting on their behalf;
• send advertising by email, phone or messaging only with the recipient's prior consent where Section 7 UWG or equivalent law requires it, and otherwise comply with applicable advertising, competition and data-protection law;
• not use MatchAudit's name or brand terms as keywords in paid search advertising, register domains or social accounts containing them, or promote its code on coupon, cashback or incentive sites;
• not offer clients money, discounts or other incentives to use its code, and never in exchange for reviews of MatchAudit;
• use the MatchAudit name and logo only in the form MatchAudit provides and only to refer clients under these terms. This permission is simple, non-transferable and revocable, and ends with participation.

Each party is an independent controller for the personal data it processes in the program. MatchAudit processes the Partner's contact, invoicing and bank details to run the program and pay commission (Art. 6(1)(b) and (c) GDPR), and the details of the Partner's staff it deals with on the basis of its legitimate interest in running the program (Art. 6(1)(f) GDPR).

When the Partner registers a client, it may give MatchAudit only business contact details it is permitted to share, and only for this purpose.

For each Referred Account, MatchAudit tells the Partner only: the client's business or shop name, the Product, when it subscribed or ended, the Net Fees and the resulting commission. If a client objects to this, the Partner is told only the commission amount. MatchAudit never shares a client's screening results, customer or order data, documents, answers or usage with the Partner. Details are in MatchAudit's Privacy Notice.

• The participation agreement runs for an indefinite period. Either party may terminate it at any time with 30 days' notice in text form.
• MatchAudit may propose changes to these terms or the commission in text form at least 30 days before they take effect. If the Partner does not want to accept a change, it may terminate with effect from the date the change would take effect; MatchAudit points this out in the proposal. A change never reduces the commission on accounts attributed before it takes effect.
• For each referral, the version of these terms in force on the day the code was given or the registration was received applies.
• If the Partner has made no referral for 6 months, MatchAudit may end the participation with 30 days' notice in text form. Commission on accounts attributed before that date continues as described below.
• After termination, commission continues to be paid on accounts attributed before the termination date until the end of their Commission Period, unless the agreement was terminated because of the Partner's breach as described below.
• The right of either party to terminate for good cause without notice (Section 314 BGB) is unaffected. Good cause for MatchAudit includes a material or repeated breach of Section 6, fraud or attempted fraud in attribution, and the Partner or its owners becoming subject to sanctions. In the case of breach or fraud, no commission is owed on the accounts affected by it, and commission already paid on them may be reclaimed.

Information about Referred Accounts and commission statements is confidential. The Partner may use it only to check its commission and to serve its own clients, and may not disclose it except to its professional advisers or where the law requires. This obligation continues for three years after participation ends.

Each party is liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act, and where a guarantee was given. For slight negligence, a party is liable only for breach of an obligation whose performance is essential to the proper performance of this agreement and on which the other party may regularly rely, and then only for the foreseeable damage typical for this type of agreement. In those cases MatchAudit's liability is limited to the greater of the commission paid to the Partner in the twelve months before the damaging event and €5,000. Otherwise, liability for slight negligence is excluded.

These limits do not affect the Partner's claims to commission due under Section 5.

The Partner indemnifies MatchAudit against third-party claims, fines and reasonable legal costs arising from a breach of Section 6 or Section 7, unless the Partner is not responsible for the breach.

MatchAudit does not guarantee that any client will subscribe, stay subscribed or pay, or that a Product will remain available in its current form.

MatchAudit does not make payments that applicable sanctions law prohibits. The Partner confirms that neither it nor its owners or managers are designated under EU, UN, UK or US sanctions, and will tell MatchAudit without delay if that changes. While a payment would be prohibited, it is suspended, and MatchAudit is not in default.

These terms are governed by the laws of the Federal Republic of Germany, excluding its conflict-of-laws rules and the CISG.

If the Partner is a merchant (Kaufmann), a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the exclusive place of jurisdiction for all disputes arising from or in connection with these terms is MatchAudit's registered seat. MatchAudit may also sue the Partner at its general place of jurisdiction.

• These terms, the confirmation under Section 1 and any agreement signed by both parties form the entire agreement on the program.
• Notices and declarations may be given in text form, including by email, unless the law requires a stricter form.
• The Partner may not transfer the participation agreement without MatchAudit's consent. Section 354a HGB remains unaffected.
• If a provision is invalid, the remaining provisions stay in force, and the statutory provisions apply in its place.

Applications, client registrations, objections and questions about the program: info@matchaudit.io.