Referral Partner Agreement

Referral Partner Agreement

This Referral Partner Agreement ("Agreement") is entered into between CommerceX PC ("Company", "SearchX", "we", "us") and the party accepting this Agreement ("Partner", "you", "your").

1. Parties

Company: CommerceX PC
Registered Address: Naxou 12, Chalandri, 15235, Athens, Greece
ΑΦΜ (Tax ID): 801490070
ΔΟΥ (Tax Office): ΚΕΦΟΔΕ Αττικής
ΓΕΜΗ (General Commercial Registry): 157874501000

Partner: The individual or legal entity identified at the time of digital acceptance of this Agreement through their SearchX organization profile.

2. Service Definition

The Partner agrees to provide commission-based customer introduction and sales lead generation services to the Company. The Partner will refer potential customers (e-commerce retailers and online stores) to SearchX's AI-powered search platform and related services.

Important: This service is explicitly characterized as commission for customer introduction, not as a royalty, license fee, intellectual property payment, or any other form of compensation. This characterization is critical for tax treatment under Greek law.

3. Commission Terms

3.1 Commission Rate

The Company will pay the Partner a commission equal to 20% of net subscription revenue received from customers referred by the Partner.

3.2 Calculation Method

Commission is calculated as follows:

• Applied to the actual payment amount received by the Company via Stripe
• Calculated after any discounts, promotional credits, or prorations, but before Value-Added Tax (VAT)
• Currency: EUR only

3.3 Minimum Payout Threshold

A payout will only be triggered if the Partner's accumulated commission balance reaches or exceeds €50. If the quarterly balance is below €50, it will roll over to the next quarter.

3.4 Payout Schedule

Commission payouts are processed quarterly. The Company will calculate commissions on the 15th of the payout month for the preceding calendar quarter:

• April 15: Q1 earnings (Jan-Mar)
• July 15: Q2 earnings (Apr-Jun)
• October 15: Q3 earnings (Jul-Sep)
• January 15: Q4 earnings (Oct-Dec)

3.5 Duration of Commission

The Partner will earn commissions for the duration of the referred customer's active subscription, subject to the terms of this Agreement. Commission eligibility terminates if:

• The referred customer cancels their subscription
• The referred customer's account is suspended or terminated by the Company
• This Agreement is terminated by either party
• The Partner fails to issue a required invoice within the specified timeframe

3.6 Commission Earned Only on Received Payments

Commissions are earned only on payments actually received by the Company. The Partner will not earn commission on:

• Unpaid invoices
• Refunded payments
• Disputed charges or chargebacks
• Free trial periods (commission starts only when the customer begins paying)

4. Invoicing Obligations

It is the Partner's sole responsibility to issue a valid invoice to the Company in order to receive commission payments. The invoicing requirements depend on the Partner's legal status and country of registration.

4.1 Invoice Issuance Deadline

After the Company sends the quarterly earnings report (on the 15th of the payout month), the Partner has 75 days to issue their invoice and submit it to the Company at [email protected].

Important: If the Partner fails to issue and submit a valid invoice within this 75-day deadline, the Partner will permanently forfeit all commission for that quarter. Forfeiture occurs automatically at 00:00:00 UTC on:

• July 1st: Q1 (Jan-Mar) earnings
• October 1st: Q2 (Apr-Jun) earnings
• January 1st: Q3 (Jul-Sep) earnings
• April 1st: Q4 (Oct-Dec) earnings

4.2 Case 1: Greek Sole Proprietor (Ατομική Επιχείρηση)

Invoice Requirements

The Partner must issue a Τιμολόγιο Παροχής Υπηρεσιών (Service Invoice) to CommerceX PC. The invoice must include:

• Partner's full legal name
• Partner's ΑΦΜ (Tax Identification Number)
• Partner's ΔΟΥ (Tax Office)
• Partner's registered business address
• Invoice number and date
• Service description: "Commission for customer referrals per Referral Partner Agreement dated [date of digital acceptance]"
• Net commission amount (before VAT)
• VAT: 24%
• Gross amount (net + VAT)

Withholding Tax (Παρακράτηση ΦΕΕ)

If the net commission amount exceeds €300 per quarterly payout:

• The Company will withhold 20% of the net commission and remit it to the Greek tax authorities (ΑΑΔΕ) in accordance with Law 4172/2013, Article 64 §1(δ) + §8 and ΠΟΛ.1120/2014
• The Company will pay the Partner the net-of-withholding amount
• The Company will issue a withholding tax certificate (βεβαίωση παρακράτησης) annually

If the net commission amount is €300 or less:

• No withholding tax applies
• The Company will pay the full net amount (plus VAT if applicable)

One-Time Documents Required

• ΑΦΜ verification document
• Declaration of legal form confirming the Partner operates as an ατομική επιχείρηση

4.3 Case 2: Greek Company (ΟΕ, ΕΕ, ΕΠΕ, ΑΕ, ΙΚΕ)

Invoice Requirements: Same requirements as Case 1 (Greek Sole Proprietor).

Withholding Tax: Withholding tax does NOT apply to Greek companies. Παρακράτηση ΦΕΕ applies only to individuals and sole proprietors, not to legal entities.

One-Time Documents Required

• ΑΦΜ verification document
• ΓΕΜΗ company registration extract (Γενικό Εμπορικό Μητρώο)

4.4 Case 3: EU Business (with Valid EU VAT Number)

Invoice Requirements

The Partner must issue an invoice with a reverse charge notation. The invoice must include:

• All standard invoice details (name, address, VAT number, etc.)
• Service description: "Commission for customer referrals per Referral Partner Agreement dated [date of digital acceptance]"
• Net commission amount
• VAT: 0% (reverse charge)
  Invoice must state: "Reverse Charge — Article 196 Council Directive 2006/112/EC. VAT to be accounted for by the recipient."

Withholding Tax: Withholding tax does not apply by default for EU businesses.

Exception: If no Double Tax Treaty (ΣΑΔΦ) exists between Greece and the Partner's country, and the Partner does not provide a Certificate of Tax Residency, the Company may apply 20% withholding tax as a precautionary measure.

One-Time Documents Required

• Valid EU VAT number (the Company will validate this via the EU VIES system before accepting the first invoice)
• Certificate of Tax Residency (recommended, especially if no Double Tax Treaty exists)

4.5 Case 4: Non-EU Business

Invoice Requirements

The Partner must issue an invoice noting: "Export of services — outside EU territory". The invoice must include:

• All standard invoice details (name, address, tax ID, etc.)
• Service description: "Commission for customer referrals per Referral Partner Agreement dated [date of digital acceptance]"
• Net commission amount
• VAT: 0% (export of services under Article 24 of the Greek VAT Law — Κώδικας ΦΠΑ)

Withholding Tax: Default withholding rate is 20%. The withholding rate may be reduced to the rate specified in the applicable Double Tax Treaty (ΣΑΔΦ) between Greece and the Partner's country (often 0%) only if the Partner provides a valid Certificate of Tax Residency.

If no valid Tax Residency Certificate is provided, the Company will withhold 20% of the net commission and remit it to ΑΑΔΕ.

One-Time Documents Required (MANDATORY)

• Tax registration number or business identification number from Partner's country
• Certificate of Tax Residency issued by the Partner's country's tax authority
  • Must be an official, stamped document from the tax authority
  • A self-declaration (e.g., W-8BEN or similar form) does NOT satisfy this requirement
  • If the certificate is in a non-Latin script, a certified translation to English or Greek is required
  • Certificates are typically valid for one calendar year and must be renewed if expired

4.6 Summary Table

5. Payment Process

5.1 Quarterly Earnings Report

On the 15th of each payout month (January, April, July, October), the Company will send a detailed earnings report to the Partner via email. This report will include:

• List of all referred customers who made payments during the preceding quarter
• Payment amounts received by the Company from each referred customer
• Total commission owed to the Partner (before withholding tax or VAT, if applicable)
• Breakdown by customer and payment date

5.2 Partner Invoice Submission

Upon receipt of the quarterly earnings report, the Partner must issue their invoice based on the exact commission amount stated in the report. The invoice must be submitted to [email protected] within 75 days of the report date.

5.3 Email Notifications

The Company will send weekly email reminders to the Partner until the invoice is received. These reminders will continue for up to 75 days from the date of the earnings report.

5.4 Payment Timeline

The Company will process payment within 30 days of receiving:

• A valid invoice that meets all requirements outlined in Section 4
• All required supporting documents (if not already on file)

5.5 Right to Withhold Payment

The Company reserves the right to withhold payment until all required documents (invoice, Tax Residency Certificate if applicable, ΑΦΜ verification, etc.) are received and validated by the Company's accounting team.

5.6 Payment Method

All payments will be made via bank transfer to the IBAN provided by the Partner in their SearchX organization profile. The Partner is responsible for ensuring the IBAN is accurate and up to date.

5.7 Accounting Team Instructions

The Partner agrees to comply with all invoicing instructions provided by the Company's accounting team. These instructions may include specific formatting requirements, document naming conventions, or additional supporting documentation needed for tax compliance purposes.

6. Platform Reporting and Payment Responsibility

6.1 SearchX Platform Reporting

The SearchX platform provides thorough reports with exact billing summaries for each Referral Partner. These reports include:

• All retailers referred by the Partner
• Payment status for each referred retailer
• Commission earned per retailer and per payment
• Total accumulated commission balance
• Payout history

6.2 No Commission for Non-Paying Retailers

If a referred retailer has not paid any subscription fees to the SearchX platform, the Partner will not earn any commission for that referral, regardless of whether the retailer has created an account or is using a free trial.

6.3 Direct Payment from Retailers

Referred retailers pay the Company directly via credit card through Stripe. The Partner is not required to process payments, collect credit card information, or handle any payment-related tasks. The Company invoices referred retailers directly for their subscription fees.

6.4 Company Record-Keeping Responsibility

The Company is responsible for maintaining accurate records of:

• All referrals made by each Partner
• Payment history of each referred retailer
• Commission calculations and payouts
• Tax withholding amounts and remittances to ΑΑΔΕ

These records will be maintained for at least 10 years in compliance with Greek tax law (Κώδικας Φορολογικής Διαδικασίας).

7. Anti-Fraud and Referral Validity

7.1 Self-Referral Prohibition

The Partner is prohibited from referring themselves or any entity in which they have a direct or indirect financial interest. Self-referrals will be disqualified, and any commission paid on such referrals will be clawed back.

7.2 Definition of Valid Referral

A referral is considered valid if all of the following conditions are met:

• The referred customer clicks the Partner's unique referral link and signs up for a SearchX account within 90 days of clicking the link
• The referred customer creates a new SearchX account (not an existing customer)
• The referred customer adds at least one e-commerce store (application) to their account
• The referred customer makes at least one subscription payment to the Company (free trial usage alone does not qualify)

7.3 Fraudulent Activity

The Company reserves the right to disqualify any referrals that appear fraudulent, including but not limited to:

• Use of bots, scripts, or automated tools to generate fake sign-ups
• Misleading or deceptive marketing practices
• Referrals made using stolen credit cards or fraudulent payment methods
• Multiple accounts created by the same individual or entity
• Any activity that violates the SearchX Terms of Service

7.4 Investigation and Suspension

If the Company suspects fraudulent activity, it may suspend commission payments pending investigation. If fraud is confirmed, the Company may:

• Terminate this Agreement immediately
• Disqualify all suspect referrals
• Claw back any commissions already paid
• Ban the Partner from the SearchX Referral Program permanently

8. Data Processing and Privacy

8.1 Personal Data Processing

The Company will process the Partner's personal data (including name, email address, VAT number, billing address, bank account details, tax residency information, and activity data) in accordance with the Privacy Notice for Referral Partners (below on this page).

8.2 Data Controller Relationship

For the purposes of this Agreement, the Company acts as a Data Controller with respect to the Partner's personal data. This is distinct from the Company's role as a Data Processor for customer end-user data under the Data Processing Addendum.

8.3 Partner Responsibilities

The Partner is responsible for ensuring that any personal data they provide to the Company is accurate and up to date. The Partner must notify the Company immediately if any of their personal data changes (e.g., change of address, bank account, tax residency status).

9. Term and Termination

9.1 Effective Date

This Agreement becomes effective upon digital acceptance by the Partner through the SearchX admin panel and remains in effect until terminated by either party.

9.2 Termination by Either Party

Either party may terminate this Agreement at any time by providing 30 days' written notice to the other party.

9.3 Immediate Termination by Company

The Company may terminate this Agreement immediately if:

• The Partner engages in fraudulent activity (as defined in Section 7.3)
• The Partner materially breaches any term of this Agreement
• The Partner fails to issue required invoices within the specified timeframe for two consecutive quarters

9.4 Effect of Termination

Upon termination of this Agreement:

• Pending commissions: The Partner will still be paid commissions for all payments received by the Company before the effective date of termination, provided the Partner submits a valid invoice within the required timeframe
• Future commissions: The Partner will not earn commissions on payments received by the Company after the effective date of termination, even if the referred customer continues their subscription
• Unpaid referral periods: Any commission for referral periods where the Partner has not yet issued an invoice will be forfeited

9.5 Survival

The following sections will survive termination of this Agreement:

• Section 4 (Invoicing Obligations) — for pending payouts
• Section 7 (Anti-Fraud and Referral Validity)
• Section 8 (Data Processing and Privacy)
• Section 10 (Governing Law and Jurisdiction)

10. Governing Law and Jurisdiction

10.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Hellenic Republic (Greece), without regard to its conflicts of law principles.

10.2 Jurisdiction

Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Athens, Greece.

10.3 Language

This Agreement is executed in the English language. In the event of any conflict between the English version and any translation, the English version shall prevail.

11. Digital Acceptance

11.1 Acceptance Mechanism

This Agreement is accepted digitally by the Partner through the SearchX admin panel. The Partner's digital acceptance is legally binding and enforceable under Greek e-commerce law (Law 2251/1994 as amended).

11.2 Recorded Information

Upon acceptance, the Company will record:

• The Partner's full name and organization details
• The date and time (UTC) of acceptance
• The version number of this Agreement
• The Partner's IP address at the time of acceptance

11.3 Amendments to Agreement

The Company may update this Agreement from time to time. Material changes will be communicated to the Partner via email at least 30 days before the effective date. If the Partner continues to participate in the Referral Program after the effective date of the changes, the Partner is deemed to have accepted the updated Agreement.

Privacy Notice for Referral Partners

Introduction

This Privacy Notice explains how CommerceX PC ("SearchX", "we", "us", "our") processes personal data of individuals and entities who participate in the SearchX Referral Partner Program ("Referral Partners", "Partners", "you", "your").

Important: This Privacy Notice is distinct from:

• The SearchX Privacy Policy, which covers website visitors and SearchX platform subscribers
• The Data Processing Addendum (DPA), which covers customer end-users where SearchX acts as a Processor on behalf of our subscribers

For the purposes of this Privacy Notice, SearchX acts as a Data Controller with respect to Referral Partner personal data. This is a fundamentally different legal relationship than our role as a Data Processor for customer end-user data.

1. Data Controller Identity

Data Controller: CommerceX PC
Registered Address: Naxou 12, Chalandri, 15235, Athens, Greece
ΑΦΜ (Tax ID): 801490070
ΔΟΥ (Tax Office): ΚΕΦΟΔΕ Αττικής
ΓΕΜΗ (General Commercial Registry): 157874501000
Contact Email: [email protected]

2. What Personal Data We Collect

We collect and process the following categories of personal data from Referral Partners:

2.1 Identity Data

• Full legal name (individual or company name)
• Legal form (individual, sole proprietor, company, etc.)
• Country of residence or registration

2.2 Contact Data

• Email address
• Billing address
• Registered business address

2.3 Financial Data

• VAT number (for EU Partners)
• ΑΦΜ (Tax Identification Number, for Greek Partners)
• ΔΟΥ (Tax Office, for Greek Partners)
• ΓΕΜΗ registration number (for Greek companies)
• Bank account details / IBAN (for commission payouts)
• Invoice data (invoices submitted by Partner for commission payments)

2.4 Tax Data

• Tax residency country
• Certificate of Tax Residency (for non-EU Partners)
• Legal form declaration (for Greek sole proprietors)
• Withholding tax certificate (βεβαίωση παρακράτησης, issued annually by us)

2.5 Activity Data

• Referral links generated
• List of referred customers (retailers/stores)
• Commission amounts earned per referral
• Payout history and status
• Quarterly earnings reports

2.6 Technical Data

• IP address at the time of Referral Partner Agreement acceptance
• Timestamp of agreement acceptance
• SearchX platform usage logs (when accessing the referral dashboard)

3. Legal Basis for Processing

We process Referral Partner personal data based on the following legal grounds under GDPR Article 6:

3.1 Performance of a Contract (Article 6(1)(b))

Processing is necessary to perform the Referral Partner Agreement between you and SearchX, including:

• Managing your Referral Partner account
• Tracking referrals and calculating commissions
• Processing commission payments
• Sending quarterly earnings reports

3.2 Legal Obligation (Article 6(1)(c))

Processing is necessary to comply with legal obligations under Greek and EU law, including:

• Retention of invoicing and payment records for tax purposes (Greek Tax Procedure Code — Κώδικας Φορολογικής Διαδικασίας)
• Withholding tax obligations for Greek sole proprietors (Law 4172/2013, Article 64)
• Annual reporting to Greek tax authorities (ΑΑΔΕ) for withholding tax remittances
• VAT compliance (reverse charge, export of services)

3.3 Legitimate Interests (Article 6(1)(f))

Processing is necessary for our legitimate interests in preventing fraud and ensuring the integrity of the Referral Partner Program, including:

• Detecting and preventing fraudulent referrals
• Investigating suspected self-referrals or other violations
• Maintaining accurate records of commission payouts

4. Who Receives Your Personal Data

We share Referral Partner personal data with the following recipients:

4.1 Internal Team

• Finance and accounting team (for commission calculations and payments)
• Support team (for Referral Partner inquiries and assistance)
• Technical team (for platform maintenance and fraud detection)

4.2 External Service Providers

Accountant / Tax Advisor

• Purpose: Tax filing, withholding tax remittance to ΑΑΔΕ, annual declarations, compliance with Greek tax law
• Data shared: Name, ΑΦΜ/VAT number, invoice amounts, commission payments, withholding tax calculations

Elorus

• Purpose: Accounting and invoicing software for record-keeping of received Partner invoices and myDATA compliance
• Data shared: Name, ΑΦΜ/VAT number, billing address, invoice details
• Location: Greece (EU)

Brevo

• Purpose: Transactional emails (quarterly earnings reports, invoice submission reminders, payment confirmations)
• Data shared: Email address, name
• Location: EU

Stripe

• Purpose: Payment infrastructure (bank transfers for commission payouts)
• Data shared: Name, IBAN, payout amounts
• Location: EU and USA (with Standard Contractual Clauses)

4.3 Tax Authorities

Greek Tax Authorities (ΑΑΔΕ)

• Purpose: Withholding tax remittance for Greek sole proprietors, annual declarations, tax audits
• Data shared: Name, ΑΦΜ, commission amounts, withholding tax amounts

EU Tax Authorities (VIES)

• Purpose: Validation of EU VAT numbers for reverse charge invoicing
• Data shared: EU VAT number (automatic validation via VIES system)

5. International Data Transfers

5.1 Transfers Outside the EEA

Some of our service providers may process Referral Partner data in countries outside the European Economic Area (EEA). In such cases, we ensure appropriate safeguards are in place:

Stripe (USA): Standard Contractual Clauses (SCCs) approved by the European Commission under Decision (EU) 2021/914

OpenAI (USA) — If Used for Platform Features: If AI-powered features are used in the SearchX admin panel (e.g., for referral analytics or reporting), limited data may be processed by OpenAI in the United States. Data processed: Aggregated activity data only (no financial or tax data). Safeguard: Standard Contractual Clauses (SCCs).

5.2 Your Rights Regarding International Transfers

You have the right to obtain information about the safeguards we have in place for international data transfers. Please contact [email protected] for details.

6. Data Retention

We retain Referral Partner personal data for the following periods:

6.1 Active Data (During Active Referral Partnership)

While you are an active Referral Partner, we retain all personal data necessary to operate the Referral Partner Program and fulfill our contractual obligations to you.

6.2 Post-Termination Data

After termination of the Referral Partner Agreement, we retain your personal data for 30 days to allow for final commission payouts and administrative closeout.

6.3 Tax and Financial Records

Retention period: 10 years from the end of the relevant fiscal year

Greek tax law (Κώδικας Φορολογικής Διαδικασίας) requires retention of invoicing, payment, and withholding tax records for 10 years. This includes:

• Partner invoices submitted to SearchX
• Commission payment records
• Withholding tax calculations and remittances
• Βεβαιώσεις παρακράτησης (withholding tax certificates)
• Tax Residency Certificates (for non-EU Partners)
• ΓΕΜΗ extracts and ΑΦΜ verification documents

6.4 Deletion After Retention Period

After the applicable retention period, we will permanently delete or anonymize your personal data, unless retention is required by law or necessary to establish, exercise, or defend legal claims.

7. Your Rights Under GDPR

As a Referral Partner, you have the following rights under GDPR:

7.1 Right of Access (Article 15)

You have the right to obtain confirmation of whether we are processing your personal data and, if so, to access that data along with information about how it is being used.

7.2 Right to Rectification (Article 16)

You have the right to request correction of inaccurate personal data or completion of incomplete data. You can update most information directly in your SearchX organization profile.

7.3 Right to Erasure / "Right to Be Forgotten" (Article 17)

You have the right to request deletion of your personal data under certain circumstances.

Important limitation: We cannot delete data that we are legally required to retain under Greek tax law (10-year retention for financial records). In such cases, we will restrict processing to the minimum necessary for compliance purposes only.

7.4 Right to Restriction of Processing (Article 18)

You have the right to request that we restrict processing of your personal data in certain situations (e.g., if you contest the accuracy of the data or object to processing).

7.5 Right to Data Portability (Article 20)

You have the right to receive your personal data in a structured, commonly used, machine-readable format and to transmit it to another controller.

7.6 Right to Object (Article 21)

You have the right to object to processing based on legitimate interests (e.g., fraud prevention). If you object, we will cease processing unless we can demonstrate compelling legitimate grounds that override your interests.

7.7 Right to Withdraw Consent

If we process your personal data based on consent, you have the right to withdraw that consent at any time. However, most of our processing is based on contract performance or legal obligations, not consent.

7.8 Right to Lodge a Complaint

You have the right to lodge a complaint with a supervisory authority if you believe we are processing your personal data unlawfully.

For individuals in Greece:
Hellenic Data Protection Authority (HDPA / ΑΠΔΠΧ)
Kifissias 1-3, 115 23, Athens, Greece
Website: https://www.dpa.gr

For individuals in other EU countries:
You may contact the supervisory authority in your country of residence or work.

8. How to Exercise Your Rights

To exercise any of your data protection rights, you may:

• Update your information: Log into your SearchX account and visit your organization profile settings
• Contact us by email: [email protected]
• Submit a request via our Support Center: https://admin.searchxengine.ai/support-center

Response timeline: We will respond to your request within one (1) month of receipt. For complex requests, we may extend this period by up to two (2) additional months, as permitted under GDPR Article 12. We will notify you of any extension within the initial one-month period.

9. Security Measures

We implement appropriate technical and organizational security measures to protect Referral Partner personal data against unauthorized access, loss, destruction, or alteration, including:

• Encryption of data in transit (TLS 1.3) and at rest (AES-256)
• Role-based access control (RBAC) for internal team members
• Multi-factor authentication (MFA) for administrative access
• Regular security audits and vulnerability assessments
• Logging and monitoring of access to financial and tax data
• Contractual data protection obligations imposed on all service providers (processors)

10. Changes to This Privacy Notice

We may update this Privacy Notice from time to time to reflect changes in our data processing practices or legal requirements.

Material changes: We will notify you via email at least 30 days before any material changes take effect. Your continued participation in the Referral Partner Program after the effective date constitutes acceptance of the updated Privacy Notice.

Non-material changes: Changes made to comply with legal requirements or clarify existing practices may take effect immediately upon posting.

11. Contact Us

For questions, concerns, or requests regarding this Privacy Notice or how we process your personal data, please contact:

Mailing Address:
CommerceX PC
Naxou 12, Chalandri, 15235, Athens, Greece