General Terms and Conditions (GTC)
for the Referral Program
for the Referral Program
Threema GmbH, registered in the Commercial Registry of Canton Schwyz (CHE-221.440.104), with registered office and domicile at Churerstrasse 82, 8808 Pfäffikon SZ, Switzerland (hereinafter “Threema”), develops, supports and sells instant messaging software for the secure exchange of messages, voice and video communication to consumers (“Threema Private”) and business customers (“Threema Work” and “Threema OnPrem”).
To boost sales to business customers, Threema runs a “Referral Program” for consumers. If a new business customer (hereinafter “New Customer”) is referred by a consumer, i.e., a Threema Private user (hereinafter “Referrer”), Threema will compensate the Referrer in the form of a commission (hereinafter “Referral Bonus”) in the event of a successful business transaction.
In order to regulate the conditions for participation in the Referral Program and the rights and obligations of the parties in detail, Threema issues these GTC, which apply in addition to the Terms of Use for Threema Private.
1.1. To participate in the Referral Program, a Referrer must meet all of the following criteria:
1.1.1. Minimum age of 18 years;
1.1.2. Valid and active Threema Private ID;
1.1.3. No position as an officer or investment in the referred New Customer, and no familial relationship or kinship to such a person; and
1.1.4. No position as an employee, officer, or investment in Threema.
1.2. The criteria listed under Section 1.1 hereinabove must be met from the referral’s submission until the payment of the Referral Bonus.
1.3. A New Customer whose successful referral entitles the Referrer to a Referral Bonus in accordance with Section 3 hereinbelow is defined as:
1.3.1. a business customer who has never used Threema Work and/or Threema OnPrem before; or
1.3.2. a former business customer of Threema whose contract for Threema Work and/or Threema OnPrem ended more than one year prior to the referral’s submission.
1.4. In deviation from Section 1.3.1 hereinabove, business customers are not considered New Customers if they are already known to Threema, in particular if they have an entry in Threema’s CRM system and were contacted by Threema’s sales team within one year prior to the referral’s submission.
2.1. To participate in the Referral Program, a New Customer referred by the Referrer must either:
2.1.1. enter the Referrer’s Threema Private ID when creating an account for Threema Work on Threema’s website. The Referrer may provide their referred New Customer with a corresponding invitation link; or
2.1.2. when ordering licenses for Threema Work and/or Threema OnPrem via Threema’s sales team, providing the Threema Private ID of the Referrer to the sales team.
2.2. The Referrer’s claim to the Referral Bonus accrues in accordance with Section 3 hereinbelow as soon as their referred New Customer places the first paid order for licenses to use Threema Work and/or Threema OnPrem.
2.3. As soon as Threema has received the New Customer’s first annual usage fee in full, Threema will contact the Referrer via the Threema Private ID provided in accordance with Section 2.1. hereinabove to arrange payment of the Referral Bonus in accordance with Section 4 hereinbelow.
3.1. The Referrer receives 10% (in words: ten percent) of the annual usage fee for the first contract year of their referred New Customer as a Referral Bonus.
3.2. Only the New Customer’s first order is relevant for the Referral Bonus; the Referrer is not entitled to any further commission for subsequent orders of additional licenses or for switching to a more expensive subscription model in the first contract year. Likewise, the Referrer is not entitled to any further commission for usage fees in subsequent contract years for the same New Customer.
3.3. The usage fee relevant for calculating the Referral Bonus is net, in particular excluding discounts, value added tax, and other taxes or charges. One-time fees in addition to the annual usage fee, in particular for onboarding the New Customer, are also excluded from the calculation of the Referral Bonus.
3.4. The Referrer may refer multiple New Customers at the same time.
3.5. The Referrer’s Referral Bonus is capped at CHF 1,000,000 (in words: one million Swiss francs) per New Customer and calendar year. Threema undertakes to donate any amount exceeding CHF 1,000,000 to a charitable organization working in the field of data protection, information security, and/or digital fundamental rights. Threema may seek suggestions from the Referrer when selecting suitable organizations.
4.1. The Referral Bonus is due for payment no later than 60 (in words: sixty) days after Threema has received the New Customer’s full usage fee. Payment will be made by bank transfer to a bank account to which the Referrer is the beneficial owner. Any bank charges for the transaction are borne by the Referrer.
4.2. Threema will not be in default of payment if the Referrer provides no or incorrect information about their bank account.
4.3. The Referral Bonus is always paid in the currency in which the New Customer paid their usage fee. In exceptional cases, the Referral Bonus may be paid in Bitcoin, converted on the date of payment; Threema has the right to reject such requests by the Referrer without giving reasons and may insist on a bank transfer in the currency of the New Customer.
4.4. In the event of several parallel commission claims accruing from the referral of multiple New Customers, Threema may bundle these claims into a single payment.
The Referrer is considered a self-employed person and is responsible for the tax consequences associated with their Referral Bonus.
6.1. Threema may exclude a Referrer from the Referral Program once or permanently if:
6.1.1. the Referrer does not meet the conditions for participation under Section 1 hereinabove or provides false information in this regard;
6.1.2. referrals of New Customers are obtained by unfair means (spam, aggressive advertising, false or misleading information about Threema, etc.); or
6.1.3. a bank account is specified in accordance with Clause 4.1 hereinabove to which the Referrer is not the beneficial owner.
7.1. Threema is only liable for intent and gross negligence in connection with the calculation and payment of the Referral Bonus. Liability for lost profits is excluded.
7.2. The Referrer is liable for any damages incurred by Threema as a result of or in connection with the referral.
In connection with the Referral Program, the Referrer’s personal data will be processed exclusively for the purpose of performing the Referral Program and will be deleted after the claim to the Referral Bonus lapses, in particular after the Referral Bonus has been paid out (see Privacy Policy for details).
9.1. The Referral Program runs for an indefinite period.
9.2. Threema may terminate the Referral Program at any time with immediate effect. Commission claims already accrued prior to the termination remain unaffected.
10.1. Threema may amend these GTC at any time. Commission claims already accrued prior to the amendment of the GTC remain unaffected.
10.2. Commission claims are not assignable by the Referrer.
10.3. Deviating agreements to individual provisions of these GTC must be made in writing in order to be valid.
10.4. Should one or more provisions of these GTC be invalid, this will not result in the invalidity of the entire contract. The invalid provision will be replaced by the relevant statutory provision.
10.5. These GTC are subject to Swiss law.
10.6. The exclusive place of jurisdiction for all legal disputes arising from or in connection with this contract is the registered office of Threema in Pfäffikon SZ (municipality of Freienbach).
10.7. In the event of inconsistencies between the German and English version of these GTC, the German version will prevail.
