Referral programme terms

1. Purpose

These terms (the “Referral Terms”) govern the referral programme (the “Programme”) offered by MALEDA SAS, SAS, whose registered office is at 17 rue de la caserne, 57710 Aumetz, France (“Maleda”).

The Programme allows a person (the “Referrer”) to recommend the Maleda service to a merchant (the “Referee”) and to receive, on the conditions below, a commission equal to 80% of the amount excluding tax of the subscriptions the Referee pays to Maleda during their first 2 months of subscription, then 10% of the amount excluding tax, on a single level of referral.

The Programme is separate from the subscription to the Maleda service, which is governed by the terms of use and sale. It is optional, and using Maleda as a merchant does not oblige anyone to be a Referrer. A Referrer buys nothing from Maleda by taking part in the Programme.

2. Definitions

• Referrer: the person who has accepted the Referral Terms and has a referral code.
• Referee: the merchant who creates a Maleda account after following a Referrer’s link or using a Referrer’s code, under the conditions of the “How the referral works” article.
• Code and link: the Referrer’s personal code and the address of the form https://maleda.eu/?ref=CODE that contains it.
• Commission: the amount owed to the Referrer, calculated under the “How the commission is calculated” article.
• Subscription payment: a payment actually collected by Maleda for the Referee’s subscription (base plan and Options).

3. Who can be a Referrer

Any natural person who is of full age and legally capable of contracting, or any legal entity represented by an authorised person, may be a Referrer. A Referrer may be:

• a merchant, craftsperson or professional who uses Maleda;
• a professional who does not use Maleda (for example an accountant, a supplier, a merchants’ association);
• a private individual, who has no Maleda site and acts outside any commercial activity.

The Referrer declares that the information provided is accurate and that they are entitled to take part in the Programme in their country of residence. Referrer status is independent of any subscription the Referrer may have with Maleda: it does not require one and is not lost by cancelling it.

Income and taxes. Commissions are remuneration. The Referrer, whether a professional or a private individual, is solely responsible for declaring them and for paying the taxes, contributions and formalities that result in their country (income or corporate tax, social contributions, VAT, business registration, etc.). Maleda gives no tax advice: if in doubt, consult an adviser or the tax authority. See the “Invoicing and taxes” article.

Maleda may refuse an application, or end a person’s participation, for a legitimate reason (inaccurate information, impossibility of verifying it, risk of fraud, legal prohibition).

4. How the referral works

Code and link. Each Referrer has a personal code and link (?ref=CODE). They may share them freely, in accordance with the “Communication and conduct of the Referrer” article.

30-day cookie. When a person arrives on Maleda through a Referrer’s link, the code is remembered in their browser for 30 days (“maleda-ref” cookie: see the cookie policy). If the person creates an account during that period, or enters the code when creating their account, the referral is recorded.

Fixed when the account is created. The referral is applied only when the Referee’s account is created. It cannot be added, replaced or removed afterwards, including by a new link followed after the account was created, and it does not apply to a merchant who already has a Maleda account. If several links were followed, the last code remembered before the account was created counts.

A single level. The Referrer receives a Commission on the subscriptions of their direct Referees, and only those. The Referees of Referees give rise to no Commission: there is no “level 2” commission.

No self-referral and no cross-referral. A Referrer may not refer themselves, directly or through a person, company or account they control or that is linked to them. Two Referrers may not refer each other or arrange an exchange of referrals between them. Maleda may refuse any referral that breaches this rule and cancels it (“Fraud and abuse” article).

The Referee has no obligation to the Referrer and does not pay more: the price of their subscription is not changed by the referral, which is not a contract concluded with them.

5. How the commission is calculated

The Commission equals 80% of the amount excluding tax of each Subscription payment actually collected by Maleda from the Referee during the first 2 months of their subscription (launch rate), then 10% of the amount excluding tax of each subsequent Subscription payment (normal rate). It is calculated on the amount excluding tax paid by the Referee:

• yearly subscription: the first payment is split pro rata to the billed months (2 at the launch rate, the rest at the normal rate); renewals are at the normal rate;
• it covers the base subscription and the Options paid by the Referee, including pro-rata adjustments when an Option is added during a period;
• VAT and other taxes are excluded;
• the amount used is the amount actually paid: a discount, credit note or goodwill gesture granted to the Referee reduces the basis of calculation; a failed, unpaid or refunded payment produces no Commission (“Refunds and unpaid amounts” article);
• Stripe’s payment fees are not deducted from the basis of calculation.

The Commission is expressed and paid in the currency in which the Referee pays: a commission in euros is counted in euros, and a commission in another currency stays in that currency. Maleda does not convert currencies into one another.

The 80% and 10% rates, and the 2-month period, may change under the “Changing or ending the Programme” article; the rate applicable to a payment is the one in force on the date it is collected.

The Referrer can follow their Commissions in their area: amount earned, amount awaiting payout, amount paid.

6. How long the commission lasts

For each Referee, the Commission is due as long as the Referee remains subscribed and pays their subscription. It stops as soon as the Referee’s subscription ends (cancellation, non-renewal, suspension for non-payment) or their account is deleted. It resumes if the Referee subscribes again with the same account.

No Commission is due on payments made before the referral was recorded, nor on trial or free periods.

The Referrer may stop taking part in the Programme at any time, by deleting their code or writing to contact@maleda.eu. Commissions already earned remain due and are paid under the “Payouts” article; no new ones arise after they stop.

7. Invoicing and taxes

The Commission is expressed excluding tax. The Referrer bears the VAT, invoicing and reporting obligations that apply to them according to their status and country:

• a VAT-registered Referrer adds the applicable tax to their Commissions where the law requires it, and issues the necessary invoices (or, where Maleda offers it and the Referrer accepts, Maleda issues on their behalf a so-called self-billing invoice);
• a Referrer who is not subject to VAT (for example a private individual acting occasionally, or a person under a VAT exemption scheme) adds no VAT and says so where the law requires it.

Monthly statements. Every month, Maleda draws up a numbered statement of the Commissions owed to the Referrer. For a Referrer who has declared themselves a business in their account, this statement is a self-billing invoice, issued by Maleda in the name and on behalf of the Referrer, who accepts it through that declaration and may dispute it within 30 days. For a private individual, it is a commission statement: their payouts are capped at 3000 currency units per calendar year; beyond that, the Commissions remain earned and are paid as soon as they declare themselves a business.

The Referrer provides Maleda and Stripe with the information they are legally required to collect (identity, address, tax or VAT identification number, status). Failing that, Maleda may suspend the payout of Commissions until it is provided. Maleda may also be required to report certain amounts paid to the tax authorities; it accepts no liability to the Referrer for doing so.

8. Payouts

Through Stripe Connect. Commissions are paid by transfer through Stripe Connect, to a Stripe “Express” account opened in the Referrer’s name. To receive them, the Referrer creates or links this account from their area, accepts Stripe’s terms for connected accounts and complies with Stripe’s checks: bank details and identity verification are collected and checked by Stripe, under its own terms. Maleda neither receives nor keeps the Referrer’s bank details, and does not control Stripe’s decisions (for example refusing an account).

Monthly, with a threshold. Payouts take place once a month. A Commission is paid only once the total Commissions owed to the Referrer reach 10 currency units, in a single currency (for example €10; the total is kept separately for each currency). Below the threshold, Commissions accumulate and are carried over to the following month.

Condition of payout. A Commission is paid in the next monthly payout following the month of collection, if the payment on which it is based has by then been neither refunded nor disputed, and if the Referrer’s Stripe account is active and complete. As long as the Referrer has no valid Stripe account, Commissions remain pending. [TO BE COMPLETED: maximum period for holding unclaimed commissions, for example 12 months, and what happens afterwards]

Fees. [TO BE COMPLETED: transfer fees]

End of participation. When the Programme ends, or the Referrer stops taking part, Commissions earned and not yet paid are paid in the next monthly payout, even if they do not reach the threshold, provided the Referrer’s Stripe account allows it and no breach of the “Fraud and abuse” article has been found.

9. Refunds, disputes and unpaid amounts

• Full refund of a Subscription payment to the Referee (for example on withdrawal, as a goodwill gesture or to correct an error): the corresponding Commission is cancelled.
• Partial refund: the Commission is recalculated on the amount remaining after the refund.
• Payment dispute (“chargeback”) or failed payment: no Commission is due on the amount concerned until the matter is settled in Maleda’s favour.

Where the cancelled or reduced Commission has already been paid, Maleda may claw it back: by set-off against the Referrer’s next Commissions, by reversing the transfer where Stripe allows it or, if there are not enough future Commissions, by asking the Referrer to repay it. The Referrer is told the reason.

An interruption of the service, or the suspension of a Referee for non-payment, suspends the Commission for the unpaid period.

10. Fraud and abuse

The following are prohibited and may lead to the sanctions below:

• referring oneself, or a company or person linked to the Referrer, including through a fake account, an accommodation account or a nominee;
• creating fake shops, fictitious accounts or subscriptions with no real activity in order to earn Commissions, or subscribing a Referee with a fraudulent or disputed means of payment;
• cross-referral, or any exchange of referrals arranged between Referrers;
• sending mass unsolicited messages (“spam”): e-mails, text messages, private messages, repeated comments or posts;
• misleading advertising, false promises (about the service, its prices or the Referrer’s earnings) and impersonating the Maleda name or its visual identity;
• using the word “Maleda” or its variants as a domain name, account or page name, trademark, or advertising keyword for a competing or confusingly similar service, without written agreement;
• attempting to identify a Referee from the anonymised statistics or to circumvent the protection of their data;
• any other practice intended to deceive Maleda, Stripe or a merchant.

Sanctions. Maleda may, depending on seriousness and after hearing the Referrer where possible: send a warning; suspend their code and payouts pending verification; cancel the Commissions linked to the accounts or payments concerned, including those already paid (clawback); end their participation in the Programme and, in cases of serious fraud, their account; report the facts to the authorities. The Referrer may submit their comments by writing to contact@maleda.eu. Maleda’s rights to compensation are reserved.

Maleda may cross-check certain items automatically (e-mail address, payment account, address, device) to detect self-referral or fraud. No sanction is imposed without review by a person.

11. Communication and conduct of the Referrer

Not a representative of Maleda. The Referrer acts in their own name and on their own account. They are not an employee, agent, commercial agent or franchisee of Maleda, and cannot bind Maleda, conclude a contract, set a price, grant a discount or make a promise on its behalf. They have no obligation to achieve a result nor any minimum target, and Maleda guarantees neither a number of Referees nor a level of Commissions.

No promise of earnings. The Referrer never presents the Programme as a guaranteed or easy source of income, and announces no figure as certain earnings. They describe the Programme as it is: 80% of the amount excluding tax of the subscriptions paid by Referees during their first 2 months, then 10%, as long as they pay, subject to the conditions above.

Fair communication. The Referrer complies with the consumer-protection and fair-trading rules that apply in their country, in particular those on misleading commercial practices and advertising (in France: articles L. 121-1 et seq. of the Consumer Code; Directive 2005/29/EC) and, where the audience is a professional, on misleading and comparative advertising (Directive 2006/114/EC). Their statements about Maleda are accurate and verifiable, and they do not compare Maleda in a false or disparaging way. They comply with the rules on direct marketing (prior consent for commercial e-mails and text messages).

Transparency about the interest. A Referrer who recommends Maleda publicly (social networks, blog, video, newsletter, website) states clearly and next to the recommendation that they are paid if someone subscribes (for example: “referral link, I am paid if you subscribe” or “commercial partnership”). This duty of transparency applies in particular to influencers: in France, Law no. 2023-451 of 9 June 2023 regulates commercial influence and imposes specific disclosures and responsibilities; comparable rules exist in other Member States. The Referrer is solely responsible for this.

Name and visuals. The Referrer may refer factually to the Maleda name to designate the service. Any other use of the name, logo or visual identity (materials, paid ads, page name) requires Maleda’s written agreement.

12. Personal data and information for the Referee

For the Referrer. Maleda is the controller of the Referrer’s data needed for the Programme (identity, e-mail address, code, Commissions, payouts, Stripe account identifier). Stripe also processes, under its own responsibility, bank details and identity documents. The details (purposes, legal bases, retention periods, rights) are in the privacy policy.

What the Referrer sees of Referees: only anonymised information. For each Referee, the Referrer sees one line of statistics: their trade, their city, the date of the referral, their status (for example active, pending, subscription ended) and the amount of the Commissions attached to them. The Referrer never sees the identity of the Referee: no name, no shop name, no full address, no e-mail, no telephone number, and no data from their site or their customers. Maleda may group or hide this information where it would allow a Referee to be identified (for example where they are the only one of their trade in a small town). The Referrer undertakes not to try to identify a Referee from these statistics.

For the Referee. When their account is created, the Referee is told that they were referred and that a Referrer receives a Commission calculated on their subscription payments, without access to their data and without any change to their price. The Referee exercises their rights with Maleda (contact@maleda.eu): the Referrer holds no data about them.

Referrer’s own data processing. The Referrer processes, under their own responsibility, the data of any people they contact to recommend Maleda (marketing, contact lists); Maleda receives none of it through the Programme.

13. Changing or ending the Programme

Maleda may change the Referral Terms, including the rate, the threshold or the payout method, or end the Programme, at any time, with 30 days’ notice given by e-mail and in the Referrer’s area. A change required by law, by Stripe or by the security of the Programme may apply without notice.

Changes apply only to Subscription payments collected after they take effect. Commissions earned before that date remain due and are paid under the “Payouts” article. If the Programme ends, no new referral is created once the notice period has expired, and no new Commission arises after the end date.

A Referrer who refuses a change may stop taking part before it takes effect; if they continue to take part afterwards, they are deemed to accept it. No compensation is due solely because the Programme is changed or ended, unless the law provides otherwise.

14. Governing law, jurisdiction and general provisions

The Referral Terms are governed by French law, like the terms of use and sale. The mandatory rules of the Referrer’s country of residence, in particular those that protect a non-professional referrer, remain applicable.

The parties first seek an amicable solution: write to contact@maleda.eu. Failing that, any dispute falls to the competent courts of the place where the publisher has its registered office, subject to mandatory jurisdiction rules.

The Referral Terms are written in French, which is the reference version; translations are provided for information. If a clause is held void, the others remain in force. The Referrer may not assign their rights or Commissions to a third party without Maleda’s written agreement.

15. Contact

For any question about the Programme, a Commission or a payout: contact@maleda.eu. For your personal data: contact@maleda.eu.

Publisher: MALEDA SAS, SAS, 17 rue de la caserne, 57710 Aumetz, France, 123456TEST12345. See also the legal notice and the privacy policy.