Referral Programme Terms

Terms for customers who recommend ZepDesk and receive a commission for it. Questions are answered at sales@zepdesk.de.

Terms for customers who recommend ZepDesk. As of: 2026-10-16. This is a convenience translation; in case of discrepancy the German version at zepdesk.de/teilnahmebedingungen-empfehlungsprogramm prevails.

Section 1 Provider, subject matter

(1) These terms apply to the ZepDesk referral 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 participating customer (the "Participant").

(2) In the referral programme the Participant may recommend ZepDesk to other businesses. For new customers attributed to the Participant under Section 4 ("Referred Customers") the Participant receives a commission on their payments to the Provider. Referred Customers receive a discount.

(3) Participation is a separate contract alongside the Participant's ZepDesk customer contract. The customer contract remains governed by the Provider's General Terms and Conditions. Participation can be ended independently of the customer contract (Section 13).

Section 2 Participation

(1) Only holders of an active ZepDesk customer account who are entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) or legal persons may participate. The Participant is the business of the billing profile for which participation is declared. Anyone with several billing profiles participates separately for each.

(2) The holder of the billing profile declares participation in the customer account under "Refer". In doing so, the holder provides the tax details under Section 8, chooses between payout and offsetting (Section 10) and accepts these terms including settlement by self-billing credit note (Section 9). Only then are the referral link and referral code activated.

(3) The commission is due to the Participant as a business, not to its employees or the users of its account.

(4) Sales partners of the Provider who have a partner agreement, and employees of the Provider, cannot participate. Nobody can be a sales partner and a Participant at the same time.

(5) There is no right to participate. The Provider may decline a participation without giving reasons.

Section 3 Legal position of the Participant

(1) The Participant recommends ZepDesk on its own initiative and in its own name. It is under no obligation to act, to make a certain number of recommendations, to reach targets or to report on its recommendations.

(2) The Participant is neither a commercial agent nor an employee, representative or partner of the Provider. It is not permanently entrusted with arranging transactions for the Provider. The Provider gives it no instructions, assigns it neither a territory nor a group of customers and grants it no exclusivity.

(3) Each recommendation is an individual case. The Participant is not authorised to conclude contracts for the Provider, to make declarations on its behalf, to accept payments or to make commitments about prices, scope of services or availability. Whether and on what terms a contract with a new customer is concluded is decided by the Provider alone.

(4) If many new customers are attributed to a Participant, the Provider may offer a conversation about joining the sales partner programme. There is no obligation to switch and no right to do so.

Section 4 Referral code and attribution

(1) Upon participation the Participant receives a personal referral code and a referral link containing the code. Neither is transferable.

(2) A new customer is attributed to the Participant if it completes its ZepDesk registration with the Participant's referral code, either via the referral link or by entering the code in the registration form. If it registered without a code, it may add the code in its customer account up to 14 days after registration, provided it has not redeemed a discount code and is not yet attributed to anyone.

(3) Only the code with which the registration is completed, or which is added in time, counts. No attribution takes place via cookies or comparable techniques on the new customer's device. If the code is lost on the way to registration, no attribution arises unless the code is added later.

(4) Only a new customer that is an entrepreneur within the meaning of Section 14 BGB or a legal person, and that was not a customer of the Provider in the twelve months before its registration, is attributed.

(5) Self-referral is excluded. No attribution arises if the Participant recommends itself, another of its own billing profiles, an affiliated company within the meaning of Section 15 of the German Stock Corporation Act (AktG) or a person that is economically identical with it. For this purpose the Provider may in particular rely on matching persons, e-mail addresses, postal addresses, VAT IDs and payment methods.

(6) Each new customer is attributed to at most one referrer, and the attribution is unchangeable thereafter. If a new customer is attributed to a sales partner of the Provider, no attribution to the Participant arises; the attribution to the sales partner takes precedence.

(7) Commission is paid only for directly Referred Customers. If a Referred Customer in turn recommends ZepDesk, the Participant has no claim arising from that.

Section 5 Commission

(1) The Provider shows the commission rate in the customer account under "Refer" before the Participant joins. For each Referred Customer the rate shown at the time of its attribution applies. It is fixed for that Referred Customer; a later change of the rate (Section 14 (1)) applies only to Referred Customers attributed afterwards.

(2) The basis of assessment is the amount including VAT that the Referred Customer has actually paid to the Provider for ZepDesk, after deduction of its discount. Refunded, cancelled and charged-back amounts do not count, unless paragraph 3 sentence 5 applies.

(3) The commission claim arises only when and to the extent that the Referred Customer has paid. It lapses to the extent that a payment is charged back, a direct debit fails or the Provider refunds a payment for a reason it is not responsible for, for example because of a double or erroneous payment or after withdrawal or rescission by the Referred Customer. If commission has already been settled for such an amount, the Provider deducts it as a separate item, referring to the original credit note, from the newly accrued commission of the following settlements, in each case at most up to the amount of that commission (clawback). The Provider may reclaim an amount that remains open after participation has ended. If the Provider refunds a payment as a goodwill gesture or because of its own failure to perform, the commission remains.

(4) The commission for a Referred Customer is not limited in time. It is paid as long as the Referred Customer is a customer of the Provider and pays, subject to Section 12 and Section 13 (5). If the Provider introduces a time limit for future attributions (Section 14 (1)), it shows it in the customer account; it does not apply to existing attributions.

(5) The commission calculated under paragraphs 1 to 3 is the net consideration for the Participant's referral service. It is subject to statutory VAT in addition, insofar as the Participant owes it (Section 8).

Section 6 Discount for Referred Customers

(1) Referred Customers receive a discount on the list price of their ZepDesk plan. The Provider shows the amount and duration of the discount in the Participant's customer account, and to the new customer before it submits its registration together with the price that applies after the duration ends. The amount and duration shown at the time of attribution apply. The duration runs from the attribution.

(2) After the duration ends, the Referred Customer pays the list price of its plan then in force. If the code is added later under Section 4 (2), the discount applies from the next collection; invoices already paid remain unchanged.

(3) The discount cannot be combined with discount codes. Anyone who redeems a discount code cannot use a referral code, and vice versa.

(4) The Participant describes the discount only as the Provider shows it and promises no further benefits on the Provider's behalf.

Section 7 Promotion rules

(1) The Participant promotes in its own name. It does not create the impression of acting for the Provider or of being commissioned by it.

(2) Unsolicited advertising is prohibited (Section 7 of the German Act against Unfair Competition, UWG). The Participant sends its referral link or referral code by e-mail, messenger, SMS or fax only to recipients who have expressly consented beforehand or have expressly asked for it. Advertising calls are only permitted to the extent Section 7 UWG allows them.

(3) The Provider does not send invitations or recommendations on behalf of the Participant and does not accept recipient addresses.

(4) If the Participant shares its referral link or referral code publicly or in business communication, for example on social networks, on a website, in a newsletter or in an e-mail signature, it labels it as advertising (Section 5a (4) UWG, Section 6 of the German Digital Services Act, DDG). The label precedes the link or code, is in the language of the post, is visible without expanding, and states that the Participant receives a commission. If the discount is limited in time, it also states its duration.

(5) The Provider offers a template text in the customer account, shown there with the applicable values: "Advertisement: This is my personal referral link for ZepDesk. If you sign up through it, I get a commission and you get X % off for the first N months." If the discount is not limited in time, the number of months is omitted. For places with little space it also provides a short form. The Participant remains responsible for ensuring that the label suits the medium used.

(6) The Participant makes no misleading statements about ZepDesk, in particular about prices, features, scope of services or availability, and bases statements about ZepDesk on the Provider's information, for example on zepdesk.de. It publishes no bought or fake reviews and no reviews that conceal its participation in the referral programme.

(7) The Participant may use the name "ZepDesk" to refer to the product. It does not register or use domains, company names, social network accounts or trademarks containing "ZepDesk" or confusingly similar signs, and does not book these signs as keywords in search engine advertising. It uses the Provider's logos and graphics only with prior consent in text form.

(8) The Participant does not publish its referral code on voucher, discount, cashback or reward portals or in comparable directories.

(9) If the Participant works for a business to which it recommends ZepDesk as a service provider, adviser or otherwise on its behalf, it discloses to that business before its registration that it receives a commission for it. If the Participant registers such a business itself or through its employees, it first obtains that business's consent to its commission in text form and proves this to the Provider on request.

Section 8 Taxes and tax details

(1) The commission is consideration for a referral service the Participant provides to the Provider. The Participant pays tax on it itself. The Provider does not pay a flat-rate tax on it for the Participant.

(2) On joining, the Participant states its VAT status: standard-taxed in Germany, small business in Germany under Section 19 of the German VAT Act (UStG), business established in another member state of the European Union, or business established outside the European Union. It states its tax number or its VAT ID; if established in another member state, its VAT ID. The Provider verifies VAT IDs with the European Commission's confirmation service (VIES). If verification is not possible, the number counts as unverified, not as confirmed.

(3) The credit note follows the status. For standard-taxed Participants in Germany it shows VAT at the statutory rate. For small businesses it shows no VAT and contains the note on the exemption under Section 19 UStG. For Participants established abroad the Provider owes the tax (Section 13b UStG); the credit note then shows no VAT and contains the note "Steuerschuldnerschaft des Leistungsempfängers" (reverse charge). If a Participant established in another member state has a valid small business identification number of its member state of establishment (Section 19 (4) UStG), it provides it; the credit note then shows no VAT and contains the note on the exemption under Section 19 UStG.

(4) The Participant reports every change of its status and details without delay in the customer account, in particular if the conditions of Section 19 UStG cease to apply during the current year. At the beginning of each calendar year it confirms its details in the customer account.

(5) As long as details are missing, are evidently incorrect or the annual confirmation is outstanding, the Provider issues no credit note. The commission is preserved and is settled once the details are complete.

(6) The Participant is responsible for the accuracy of its details. If a credit note shows too much VAT because of incorrect details provided by the Participant, the Provider may offset or reclaim the amount overpaid.

Section 9 Settlement by self-billing credit note

(1) The parties expressly agree that the Provider settles the commission by self-billing credit note (Section 14 (2) sentence 5 UStG). The Participant does not issue its own invoice for the commission.

(2) The Provider settles monthly for the past calendar month. A credit note is issued for every month in which commission has arisen from payments by Referred Customers, even if clawbacks reduce it to zero. No credit note is issued for a month without new commission; clawbacks from that month are shown in the itemised statement and deducted in the next credit note. The credit note bears the designation "Gutschrift", a sequential number, the date of issue, the period of service and the other details required by Section 14 (4) UStG.

(3) Each settlement comes with an itemised statement. For each payment by a Referred Customer it lists that customer's customer number, the payment date, the amount paid, the commission rate and the commission, plus clawbacks under Section 5 (3); for Referred Customers who have objected under Section 11 (1) sentence 3, a single summary line.

(4) The Provider makes the credit note and the itemised statement available in the customer account under "Refer" and notifies the Participant of each new credit note by e-mail to the address of the billing profile. There the Participant can view all previous settlements at any time.

(5) The Participant checks each credit note. It may object to it (Section 14 (2) sentence 6 UStG), in the customer account at the respective credit note or in text form to sales@zepdesk.de. It should give reasons for the objection. With the objection the credit note loses its effect as an invoice. Until the matter is resolved, the Provider neither pays out nor offsets the amount. Depending on the outcome, the Provider issues a corrected credit note, or the Participant issues its own invoice for the same period with the details required by Section 14 (4) UStG.

Section 10 Payout or offsetting

(1) The Participant chooses in the customer account whether its commission is paid out or offset against the fees under its own ZepDesk customer contract. It may change its choice at any time with effect for future credit notes.

(2) For payout, the Provider transfers the amount of the credit note including any VAT shown within 14 days of its issue to the account the Participant has stored in the customer account. The account must be held in the Participant's name. There is no minimum amount. As long as no account is stored, the Provider withholds the payout.

(3) For offsetting, the Provider credits the amount of each credit note issued, including any VAT shown, to a balance of the Participant. The parties agree that the Provider offsets this balance against fees due under the Participant's ZepDesk customer contract (set-off). One full subscription amount due is offset at a time, as soon as the balance covers it in full; the collection for that period then does not take place. If the balance does not fully cover the next subscription amount, it remains in place.

(4) Offsetting is only available to the extent the Provider offers it in the customer account, and only if the Participant pays its subscription by direct debit or card.

(5) The Participant's subscription invoice is always issued for the full amount including VAT. The offsetting appears only in the payment section of that invoice; credit note and invoice remain separate documents. The balance is not a discount and does not reduce the fee for the subscription.

(6) The balance does not expire, bears no interest and is not transferable. If the Participant switches to payout or if participation or the customer contract ends, the Provider pays the remaining balance to the stored account within 30 days.

Section 11 Data protection and confidentiality

(1) For each Referred Customer the Participant sees in the customer account its customer number, the date of attribution, its status (for example active or cancelled) and whether it pays, and in the itemised statement also the date, amount and commission of each payment. The Participant does not receive company names, names, contact details or content from the Referred Customer's ZepDesk. If a Referred Customer objects to this disclosure (Art. 21 GDPR), the Participant sees only a single summary line for it, without customer number and without individual payments; attribution and commission remain unaffected.

(2) The Participant treats this information confidentially, uses it only to check its settlements and does not pass it on to third parties, except to persons who advise it on tax or legal matters and are bound to confidentiality. This obligation continues after participation ends.

(3) How the Provider processes personal data in the referral programme is described in the privacy policy. Before submitting their registration, new customers are informed that they were referred and which information under paragraph 1 the Participant sees about them.

Section 12 Breaches

(1) If the Participant breaches Section 4 (5) or Section 7, the Provider may block its referral code and end participation without notice for good cause. No commission arises for attributions based on the breach; commission already settled for them may be deducted under Section 5 (3) or reclaimed by the Provider.

(2) The Participant indemnifies the Provider against third-party claims arising from a culpable breach of Section 7 by the Participant, including reasonable costs of legal defence.

Section 13 Term and termination

(1) Participation begins with acceptance in the customer account and runs for an indefinite period.

(2) The Participant may end participation at any time in the customer account or in text form. The Provider may end it with one month's notice to the end of a month in text form, including by discontinuing the referral programme as a whole. The right to terminate for good cause remains unaffected.

(3) When participation ends, the referral link and referral code lose their effect and no new attributions arise.

(4) For Referred Customers attributed before participation ended, the Participant continues to receive commission under Section 5, subject to Section 12 and paragraph 5. This applies to every reason for the end under paragraph 2, including where the Provider discontinues the referral programme as a whole.

(5) If the Participant's own ZepDesk customer contract ends, for example through its cancellation, participation ends as well. Commission then arises only for payments by Referred Customers for billing periods beginning before the end of the Participant's last subscription month. No further claim arises after that.

(6) The Provider pays out any remaining balance under Section 10 (6).

Section 14 Changes

(1) The Provider may change the commission rate and the amount and duration of the discount for Referred Customers for future attributions at any time; the values in force are shown in the customer account. Existing attributions keep the values that applied at their attribution.

(2) Other changes to these terms are only permitted to the extent they are necessary because of a change in the law, in case law or in the processes of the programme and do not unreasonably disadvantage the Participant. The commission rate, discount and duration of commission of existing attributions, as well as Section 13 (4), cannot be changed in this way. The Provider notifies such changes at least 30 days before they take effect, in text form and in the customer account. If the Participant does not object before they take effect, they are deemed accepted; the Provider draws attention separately in the notification to this effect, the deadline and the right to object. If the Participant objects, the previous terms continue to apply to it; either party may then end participation with effect from the date the changes take effect, and Section 13 (4) applies accordingly.

Section 15 Professional rules

(1) On joining, every Participant expressly gives the following confirmation by ticking a box: "I am not subject to any professional rules that prohibit me from accepting this commission. If I am a tax adviser, auditor, lawyer or member of another chamber profession, I have checked that I may accept it." Participation is not possible without this confirmation.

(2) If the Participant or a person acting for it is subject to professional rules restricting the acceptance of benefits for referring work or restricting commercial activity, for example as a tax adviser, tax agent, auditor, sworn accountant, lawyer or notary, it checks on its own responsibility before joining whether it may accept commissions from this programme, in particular under Sections 9 and 57 (4) of the German Tax Advisers Act (StBerG). If the confirmation later ceases to be accurate, it reports this without delay; participation then ends.

(3) The Participant itself fulfils its obligations towards its clients, for example to disclose or hand over commissions.

Section 16 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 a slightly negligent breach of an essential obligation under these terms, liability is limited to the typical, foreseeable damage. An obligation is essential if its fulfilment makes the proper performance of this participation possible in the first place and the Participant may regularly rely on its observance. Otherwise liability for slight negligence is excluded.

(3) There is no claim to a particular referral success, to a particular amount of commission or to the programme being continued for new recommendations. Claims under Section 13 (4) remain unaffected.

(4) Liability under the German Product Liability Act remains unaffected.

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 Participant is a merchant, a legal person under public law or a special fund under public law, the exclusive place of jurisdiction is Lübeck, to the extent permitted by law. The Provider may also sue at the Participant's registered office.

(3) Declarations under these terms require text form. A declaration in the customer account or an e-mail to sales@zepdesk.de is sufficient.

(4) Should any provision be invalid, the remaining provisions remain effective. The statutory rule takes the place of the invalid provision.

(5) An English translation of these terms is for information only. The German version prevails.