Referral program terms and conditions.

1. Referral Program

everstox GmbH (“everstox”) offers a referral program for everstox’s customers and members of the everstox network (each a “Referrer”) who wish to introduce prospective customers (each a “Prospect”) to everstox via connecting everstox with relevant decision makers of the Prospect (a “Referral”).

The referral program (“Program”) is governed by these general terms and conditions (“Terms & Conditions”). By participating in the Program, Referrers and Prospects agree to comply with these Terms & Conditions.

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2. Referral Eligibility Criteria

In order to be eligible for this Program, the Prospect and the Referral must in any event fulfill the following criteria:

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The Prospect must be a company that:

• is actively considering for a new fulfillment partner in one or more of the following regions: EU, USA, UK
• qualifies as a fit for everstox’s services which may be the case if the Prospect is (i) a growing business (ii) with an average order volume of 3,000 D2C (direct-to-consumer) orders/month (iii) that already has or is currently building a dedicated operations team.

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The Referral must be:

• a decision maker of the Prospect which has sufficient seniority to authorize or recommend the use of everstox’s services, e.g. a founder, COO, Operations Manager, Head of Supply Chain or similar
• a new Prospect, in principle being a Prospect (i) that does not have a everstox platform account already and (ii) to whom everstox has neither provided any services nor with whom everstox has recently been in negotiations to provide its services before the time of referral.

The assessment of the decision maker’s sufficient influence and of the Prospect’s novelty is in everstox’s sole discretion.

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3. Referral Process

3.1 The Referrer has to submit its Referral and all related information about the Referrer and the Prospect either via email or in person.

3.2 everstox will make a first assessment whether the Referral and the Prospect will presumably fulfill the eligibility criteria mentioned in clause 2. above. If that is the case, everstox will reach out to the Referrer’s contact so he/she can make an email introduction to the Prospect’s contact person. Following the email introduction, everstox will follow up with the Prospect on its eligibility for and interest in using everstox’s services.

3.3 The person submitting the referral covenants on behalf of the Referrer that the contact information of the Referrer’s contact is its own information and consents that it may be used by everstox to reach out to the Referrer.

3.4 The person submitting the referral form covenants on behalf of the Referrer that it has obtained explicit prior consent by the Prospect’s contact person to share its contact information with everstox and to use the Prospect’s contact email for the purpose of introduction.

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4. Milestones & Reward Structure

4.1 If a Referral reaches the following milestones, both the Referrer and the Prospect may be entitled to a reward on the basis set out below and subject to these Terms & Conditions:

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a. Milestone 1

Milestone 1 is reached if a Prospect reaches the “Sales Qualified Lead” stage (“SQL stage”) stage. The SQL stage is reached once (i) everstox has had a first (online) meeting with the Prospect, and (ii) everstox has assessed, at its sole discretion, that the Prospect is presumably a fit for everstox’s services and has shown sufficient interest in everstox’s services.

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If a Referral reaches Milestone 1, the Referrer is entitled to the following award:

• If the Referrer is not an active everstox customer at the time of referral, the Referrer is entitled to receive a one-time cash reward of EUR 300.00.
• If the Referrer is an active everstox customer at the time of referral, the Referrer is entitled to receive a credit of EUR 300.00 towards the SaaS fees agreed in the contract.

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b. Milestone 2

Milestone 2 is reached if a Prospect has become an active customer of everstox, meaning they have signed a contract with everstox and have fully completed the onboarding process.

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If a Referral reaches Milestone 2, the Referrer is entitled to the following reward:

• If the Referrer is not an active everstox customer at the time of referral, the Referrer is entitled to receive a one-time cash reward of EUR 3,000.00.
• If the Referrer is an active everstox customer at the time of referral,the Referrer is entitled to receive a credit of EUR 3,000.00  towards the SaaS fees agreed in the contract.

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4.2 Each of the milestones defined in clause 4.1 have to be reached within 12 months of the relevant time of referral in order to be rewarded.

4.3 everstox will track the status of Referrals and will notify both the Referrer and the Prospect in due time once a milestone has been reached and a reward has been earned. The Prospect expressly acknowledges and agrees that everstox will notify the Referrer about the status of the Referral.

4.4 Cash rewards will be paid via bank transfer to the bank account nominated by the respective recipient.

4.5 Cash rewards are inclusive of value added tax and all other applicable taxes, duties, withholdings and/or levies. If everstox is required to withhold any withholding or similar taxes, everstox will do so and will make the according payments. Any withholding taxes paid by everstox to the relevant tax authority will be deducted from any cash reward amounts due to the recipient, such that the amount paid to the recipient will be net of the withholding taxes.

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5. Additional Reward Conditions and Exclusions

5.1 If the Referrer should for whatever reason refer more than one contact person per Prospect, this will only qualify as a single Referral and such Prospect reaching a milestone will only trigger a single reward for the Referrer.

5.2 If different Referrers refer the same Prospect, be it with the same or different contact persons of the Prospect, only the Referral of the first Referrer will be rewarded.

5.3 There is no limit on the number of Prospects a Referrer may refer to everstox. If a Referrer refers more than one Prospect to everstox, the Referrer will be entitled to an individual reward for each referred Prospect which reaches a milestone. Both cash reward entitlements and SaaS fee credits of the Referrer may accumulate.

5.4 In the following circumstances, there shall be no or only limited reward entitlement:

a. Employees of everstox, shareholders of everstox and their employees or shareholders, are excluded from this Program.

b. If the Prospect is an affiliated company of the Referrer or is the employing entity of the Referrer, there will be no reward entitlement, neither for the Referrer nor for the Prospect.

c. In case of chain referrals, i.e. when a Referrer (“Original Referrer”) has referred a Prospect (“Original Prospect”) and then at a later stage this Original Prospect itself refers another Prospect (“Chain Referral”), then the Original Referrer will not be entitled to receive rewards for the Chain Referral.

d. For the avoidance of doubt, it remains in everstox’s sole discretion to assess the SQL stage of a Prospect or to enter into a service contract with a referred Prospect; hence under no circumstances a reward may be claimed on the grounds that everstox may have thwarted the achievement of a milestone.

e. everstox reserves the right to disqualify any participant who is found to be abusing the referral program or engaging in fraudulent activities

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6. Marketing Material

6.1 The Referrer may use marketing material which everstox may provide for the purpose of a Referral.

6.2 everstox hereby grants the Referrer a non-exclusive, worldwide, royalty-free, revocable and non-transferable license, to use everstox’s logos and trademarks for the sole purpose of marketing and promoting the everstox’s services pursuant to these Terms & Conditions. Except as expressly set forth herein, the Referrer shall have no right or interest in everstox’s materials.

6.3 The Referrer (i) shall not amend the marketing material provided by everstox in any form, (ii) shall not produce any marketing material for everstox’s services or use everstox’s name, logo or trade marks on any marketing material other than the introduction emails to Prospects without the prior written consent of everstox.

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7. Data Protection

7.1 The Referrer shall always comply with all applicable data protection legislation. everstox and the Platform comply with the legal requirements pursuant to EU GDPR and German law when collecting, storing and processing personal data. Details can be found in the Privacy Policy on the Platform.

7.2 The Referrer and the Prospect acknowledge and agree that everstox will process and store data of the Referrer and the Prospect, which may include personal information of the respective contact persons, for the purpose of the operation of the Program.

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8. Dispute, Applicable Law & Jurisdiction

8.1 These Terms will be subject to, interpreted and construed in accordance with the laws of Germany. In the event of any conflict of the English legal meaning and the German legal meaning of these Terms or any part thereof, the German legal meaning shall prevail.

8.2 Place of jurisdiction for all disputes resulting from or based on the use of the Platform is Munich, Germany.

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9. Final Provisions

9.1 everstox may modify, discontinue or suspend the operation of the Program itself and these Terms & Conditions at any time and at its reasonable discretion. Any Referrals which have been properly submitted pursuant to the respective current Terms & Conditions at the time of such modification, discontinuation or suspension will remain unaffected.

9.2 Should one of the provisions of these Terms & Conditions be or become invalid, illegal or unenforceable, in whole or in part, this shall not affect the validity of the remaining provisions. The legally invalid, illegal or unenforceable provision shall be replaced by the parties with a provision which comes as close as reasonably possible to the commercial intentions of the invalid, illegal, unenforceable.

9.3 The Program and Terms & Conditions shall be governed and construed in accordance with the laws of the Federal Republic of Germany. The exclusive place of jurisdiction for all claims arising out of or in connection with the Program and these Terms & Conditions is Berlin.