Terms of participation in the ZepDesk sales partner programme. As of 2026-08-21. This is a convenience translation; in case of discrepancy the German version at zepdesk.de/partnervertrag prevails.
Section 1 Parties, subject matter
(1) These partner terms apply to the sales partner programme between ZeptronIT UG (haftungsbeschränkt), managing director Leon Marzoll, Möhlbarg 12, 23911 Harmsdorf, Germany, Local Court of Lübeck HRB 27686 HL, VAT ID DE463716484 (the "Provider") and the sales partner (the "Partner").
(2) The subject matter is the referral of customers for the software-as-a-service platform ZepDesk. The Partner refers, it does not resell: the referred customer contracts directly with the Provider, receives the Provider's invoice and pays the Provider.
(3) Participation is open only to businesses within the meaning of section 14 of the German Civil Code. No contract is formed with consumers.
Section 2 Legal status of the Partner
(1) The Partner is an independent business. It is permanently entrusted with brokering transactions for the Provider and is therefore a commercial agent within the meaning of section 84 (1) of the German Commercial Code (HGB). Sections 84 et seq. HGB apply unless these terms provide otherwise and such deviation is permitted.
(2) No employment, service or partnership relationship exists. The Partner is free to organise its activity and working hours and is not subject to instructions as to the nature or extent of its activity.
(3) The Partner bears its own operating costs and is itself responsible for registering its business, paying its taxes and for any social security obligations. In particular it ensures that no bogus self-employment arises.
(4) The Partner is not authorised to conclude contracts on behalf of the Provider, to make declarations for it, to accept payments, or to give assurances as to prices, scope of services or availability.
Section 3 Admission to the programme
(1) The Partner applies through the partner portal at partner.zepdesk.de, providing the details requested there: company name, legal form, address, tax number or VAT ID, register entry and bank details.
(2) The application is an offer by the Partner. A contract is formed only once the Provider expressly approves it. There is no entitlement to admission, and a rejection need not be justified.
(3) Until approval, access to the partner portal is blocked and any referral code already issued has no effect. Referrals made before approval do not give rise to any commission claim.
Section 4 Referral link and attribution of a customer
(1) After approval the Partner receives a personal referral code and referral link. Neither is transferable.
(2) A customer counts as referred by the Partner if it starts and completes its registration through the Partner's referral link. Attribution takes place at the time of registration and is final thereafter.
(3) A customer can be attributed to one Partner only. If a customer is already attributed or is already a customer of the Provider, no new attribution arises.
(4) Self-referral is excluded. The Partner may not refer itself, affiliated companies within the meaning of section 15 of the German Stock Corporation Act, or persons economically identical with it.
Section 5 Terms and rates
(1) On approval the Provider notifies the Partner of two percentages: the discount that referred customers receive on the list price, and the Partner's commission rate.
(2) The percentages applicable at the time of attribution are fixed for that customer. A later change to the Partner's terms applies only to customers referred thereafter; existing customer contracts remain unaffected.
(3) The Provider may change the terms for future referrals giving one month's notice to the end of a month, notified in text form.
Section 6 Accrual and amount of commission
(1) The basis of calculation is the amount the referred customer has actually paid for the relevant billing period, after deduction of the customer discount. Amounts the customer does not pay, and cancelled or refunded amounts, are not included.
(2) The commission claim accrues as soon as and to the extent that the customer has paid (section 87a (1) HGB). It lapses to the extent it is established that the customer will not perform (section 87a (2) HGB); commission already settled is in that case set off against future claims.
(3) The claim exists for the entire duration of the customer relationship, as long as the customer pays and this agreement has not ended. Section 13 remains unaffected.
(4) Commission is stated exclusive of value added tax where the Partner owes it.
Section 7 Settlement by self-billing invoice
(1) The parties expressly agree that commission is settled by self-billing invoice (Gutschrift, section 14 (2) sentence 2 of the German VAT Act). The Provider issues the statement; the Partner does not issue its own invoice for the commission.
(2) Settlement takes place monthly for the preceding calendar month. The statement carries the designation "Gutschrift", a sequential number, the date of issue, the service period and the particulars required by section 14 (4) of the German VAT Act.
(3) The Partner may object to the self-billing invoice (section 14 (2) sentence 3 of the German VAT Act). Upon objection it ceases to have effect as an invoice. The objection must be sent in text form to partner@zepdesk.de with reasons.
(4) The Provider pays the amount within 14 days of issue to the account held on file for the Partner, provided the Partner's details are complete (Section 10).
Section 8 Statement of account and information
(1) Each settlement itemises the underlying customer payments: for each invoice the customer, the invoice number, the payment date, the amount paid, the commission rate and the commission amount. The Provider thereby satisfies the claim to a statement of account under section 87c (2) HGB.
(2) The Partner can view its customers and settlements in the partner portal at any time.
(3) Further rights to information under section 87c (3) and (4) HGB remain unaffected.
Section 9 Value added tax
(1) The Partner states whether it applies the small business rule under section 19 of the German VAT Act. In that case the self-billing invoice shows no VAT and carries the corresponding note. The Partner notifies without undue delay if the conditions cease to apply.
(2) If the Partner is established in another member state of the European Union, the tax liability shifts to the Provider (section 13b (1) of the German VAT Act, reverse charge). In that case the Partner is obliged to provide a valid VAT ID. The self-billing invoice carries the note on the reverse charge.
(3) The Provider verifies the VAT ID provided using the confirmation service of the European Commission. Where verification is not possible, the number counts as unverified, not as confirmed.
Section 10 Partner details and duties to notify
(1) The Partner warrants that its details are accurate and complete. This applies in particular to company name, legal form, address, authorised representative, register entry, tax number or VAT ID, small business status and bank details.
(2) The Partner notifies changes to these details without undue delay. The Provider may withhold payment for as long as details are missing or evidently incorrect; the self-billing invoice would otherwise be defective and unusable for both sides.
(3) The account paid into must be held in the Partner's name. No payments are made to third parties.
Section 11 Advertising and appearance
(1) The Partner may advertise ZepDesk. In doing so it acts recognisably in its own name and does not create the impression of being part of the Provider or authorised by it.
(2) The Partner may use the "ZepDesk" mark and the Provider's logo unaltered to promote the programme. Registering domains, accounts or trade marks containing "ZepDesk" or confusingly similar signs is not permitted.
(3) The following are not permitted in particular: unsolicited advertising e-mails and telephone calls contrary to section 7 of the German Act Against Unfair Competition, misleading statements about prices, scope of services or availability, bidding on the Provider's marks in search engine advertising, and voucher, cashback and discount directories without prior consent in text form.
(4) The Partner indemnifies the Provider against third party claims arising from a breach of this Section.
Section 12 Confidentiality and data protection
(1) The Partner treats the data of its referred customers accessible in the portal as confidential and uses it solely to perform this agreement.
(2) For this purpose the Provider transfers to the Partner the company name, date of attribution and status of its referred customers, and the amounts required for settlement. The legal basis is Article 6 (1) (b) GDPR. This is not processing on behalf within the meaning of Article 28 GDPR; the Partner is an independent controller for this data.
(3) The Partner receives no access to the contents of customer instances, in particular none to accounting, receipt or payroll data.
(4) The obligation under this Section survives termination of the agreement.
Section 13 Term and termination
(1) The agreement begins upon approval of the application and runs for an indefinite period.
(2) Both parties may terminate on notice. The periods of section 89 (1) HGB apply: one month in the first year of the agreement, two months in the second, three months in the third to fifth and six months from the sixth year, in each case to the end of a calendar month. These periods are mandatory and cannot be shortened.
(3) The right to terminate for cause under section 89a HGB remains unaffected. For the Provider, cause exists in particular where details of the person, business or bank account are incorrect, in the event of self-referral, in the event of material breaches of Section 11, and in the event of conduct liable to damage the reputation of ZepDesk.
(4) Notice of termination requires text form.
Section 14 Consequences of termination
(1) Upon termination the right to use the referral link and to advertise ZepDesk ends. Access to the partner portal is blocked.
(2) Commission for customers referred before termination is settled up to the end of the calendar month in which the agreement ends. No further commission claim arises thereafter.
(3) The claim to compensation under section 89b HGB remains unaffected. Under section 89b (4) sentence 1 HGB it cannot be excluded in advance. The Partner must assert it within one year of termination (section 89b (4) sentence 2 HGB).
(4) No post-contractual non-competition covenant is agreed.
Section 15 Liability
(1) The Provider is liable without limitation for intent and gross negligence and for injury to life, body or health.
(2) In the event of slightly negligent breach of a material contractual obligation, liability is limited to the foreseeable damage typical for this type of contract. An obligation is material if its performance is what makes proper performance of the agreement possible in the first place and on the observance of which the other party may regularly rely.
(3) Liability is otherwise excluded. There is no entitlement to any particular referral success or to any particular level of commission.
(4) Liability under the German Product Liability Act remains unaffected.
Section 16 Changes to these terms
(1) The Provider may amend these terms where this is necessary to adapt to changes in the law, in case law or to changes in the programme, and the Partner is not unreasonably disadvantaged thereby.
(2) The Provider notifies changes in text form at least six weeks before they take effect. If the Partner does not object before they take effect, they are deemed accepted; the Provider draws attention to this effect separately in the notification. If the Partner objects, either party may terminate with effect from the date the changes take effect.
Section 17 Final provisions
(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
(2) If the Partner is a merchant, a legal person under public law or a special fund under public law, the place of jurisdiction is the Provider's registered office. The Provider is also entitled to sue at the Partner's registered office.
(3) Amendments and supplements to this agreement require text form. This also applies to any waiver of this clause.
(4) Should any provision be invalid, the remainder of the agreement remains effective. The statutory rule takes the place of the invalid provision.
From referral to payout.
Commission is not a promise, it is a sequence. Each step is documented and can be traced in your partner portal.
Binding is the version stated above with its effective date.