General terms for referral partners

English version, for information only. Scalon is operated by a French company and this document is governed by French law. The French version is the only binding text: in the event of any discrepancy between the two, the French version prevails. It is available at /legal/apport-affaires.

Article 1 · Purpose

These terms govern the relationship between:

• The Leading Company, a simplified joint-stock company with share capital of 1,000 euros, currently being incorporated, whose registered office will be at 71b rue Championnet, 75018 Paris, represented by Valentin Morterol acting in its name and on its behalf under article 1843 of the French Civil Code and article L. 210-6 of the French Commercial Code, trading under the name Scalon, hereinafter "Scalon";
• and any individual or legal entity having accepted these terms and registered on that basis, hereinafter the "Partner".

Their purpose is to define the conditions under which the Partner refers to Scalon prospects likely to purchase its services, and the conditions under which Scalon pays the Partner when that referral results in a contract actually performed and collected.

Acceptance takes place by ticking the dedicated box on the submission form, which constitutes an electronic signature within the meaning of article 1367 of the French Civil Code. Scalon retains a timestamped record of that acceptance.

Article 2 · Status of the Partner

2.1. The Partner acts entirely independently. There is between the Parties no relationship of subordination, no exclusivity, no obligation of result or of means, no quota, no imposed target and no direction as to how the Partner organizes their activity. The Partner may be a legal entity, a registered individual, or an unregistered individual acting occasionally.

2.2. The Partner is not a commercial agent. The Partner has no power to represent, negotiate or bind Scalon. The Partner neither negotiates nor concludes any contract. Their role is limited to making the introduction. The Parties expressly exclude the commercial agent regime set out in articles L. 134-1 and following of the French Commercial Code, and in particular the compensation right of article L. 134-12.

2.3. The Partner is neither an agent, nor an employee, nor a sales representative, nor a subcontractor of Scalon. The Partner shall not present themselves as such, shall not use Scalon's brand, logo or stationery without prior written agreement, and shall make no statement on Scalon's behalf regarding prices, timelines, performance or contractual commitments.

2.4. Two Partner regimes. These terms distinguish:

a) The registered Partner. A legal entity, or an individual entered on a national business register or equivalent, acting in the course of their professional activity. They are paid against an invoice, under article 7.2 a).

b) The private Partner. An unregistered individual, acting occasionally and outside any professional activity. They are paid against a fee note, under article 7.2 b). The absence of registration does not prevent payment of the commission.

2.5. Scope of the occasional regime. The regime of article 2.4 b) assumes that the referral activity remains occasional and stays outside any habitual activity. The private Partner acknowledges that referral activity carried out repeatedly amounts to a professional activity subject to registration, and that it is for them to register where applicable. Scalon reserves the right to make payment of a commission conditional on proof of registration where the number or regularity of commissioned deals for the same private Partner causes their referrals to lose that occasional character.

This clause protects both Parties: the Partner from the concealed-activity risk of article L. 8221-3 of the French Labour Code, and Scalon from the risk of resorting to undeclared work. It imposes no automatic cap.

2.6. The Partner declares that they are compliant with their social security, tax and reporting obligations, and they alone are answerable for declaring the sums they receive under these terms. The private Partner declares them as non-commercial profits. Scalon bears no consequence of a missing or late registration, nor of an omitted declaration.

2.7. If the Partner is employed, it is for them to check their exclusivity clause and their duty of loyalty toward their employer. Scalon declines all liability in that respect.

Article 3 · Submitting a referral

3.1. Principle. A referral gives rise to payment only if it has been submitted through one of the channels of article 3.2, before any exchange between Scalon and the prospect.

3.2. Recognized channels. The following are valid, to the exclusion of any other channel:

• (a) submitting the referral form on the partners page;
• (b) an email to referral@scalon.fr or to valentin@scalon.fr, stating the prospect's legal name and the name and email of the identified contact;
• (c) an introduction email to the prospect with referral@scalon.fr in copy or blind copy, explicitly naming Scalon.

A verbal mention, a message in an informal conversation, a comment on a social network or a list of names with no identified contact do not constitute a submission.

3.3. Regularization. A submission made through channels (b) or (c) must be regularized through the form within five (5) business days. The date retained remains that of the initial email. Failing regularization within that period, the deal earns no commission.

3.4. Minimum content. A valid submission includes: the prospect's legal name, its city, a verifiable identifier (website, Google Maps listing or company registration number), the name and work email of a contact, and some context on the need. An incomplete submission is deemed not made; Scalon informs the Partner within the period of article 4.2.

3.5. Evidence. The timestamp recorded by Scalon is conclusive between the Parties. In the event of a dispute, the Partner may produce evidence of an earlier email.

Article 4 · Acceptance, priority, exclusions

4.1. Priority in time. No commission is due on a referral concerning a prospect who, at the date of submission:

• (a) already appears in Scalon's sales management system, whatever its status;
• (b) has already been submitted by another partner in a submission still valid under article 5.1;
• (c) is already a client of Scalon, or has been within the preceding twelve (12) months;
• (d) had already begun an exchange with Scalon, at the initiative of either party.

Where submissions compete, the deal goes to the partner whose submission is earlier by date and time.

4.2. Scalon's response. Scalon notifies the Partner of acceptance or refusal within five (5) business days. A refusal based on priority in time is supported by the date the prospect entered Scalon's system, with no further information.

4.3. Silence. Failing a response from Scalon within ten (10) business days of the submission, it is deemed accepted, subject only to a priority in time that Scalon may later establish by dated evidence.

4.4. Scalon's commercial freedom. Scalon alone decides whether to approach the prospect, what to propose, at what price, on what terms, and whether to contract at all. Accepting a submission is in no way a commitment to approach, to propose or to conclude.

4.5. Permanent exclusions. No commission is ever due on: prospects submitted by a person who is their director, shareholder, employee or agent; companies related to the Partner within the meaning of article L. 233-3 of the French Commercial Code; and prospects taken from a purchased, extracted or scraped database, a submission having to arise from a real relationship.

Article 5 · Duration of the attribution

5.1. Attribution window. An accepted submission attributes the deal to the Partner for twelve (12) months from its date. If no contract is signed within that period, the submission lapses and the prospect becomes free of any attribution.

5.2. Renewal. The Partner may resubmit a lapsed prospect. The new submission opens a new window, subject to article 4.1.

5.3. Scope. The attribution covers the legal entity submitted. It extends neither to its parent company, nor to its subsidiaries, nor to other locations of the same network, save with Scalon's express written agreement.

Article 6 · Payment

6.1. Trigger. The commission falls due on actual collection by Scalon of the sums invoiced to the client, not on signature of the contract. A contract signed and unpaid gives rise to no commission.

6.2. Base. The commission is calculated on the amount excluding tax actually collected under the license, excluding taxes, costs re-invoiced at cost, and discounts granted.

6.3. Rate. The commission is 20% of the amount collected excluding tax, over the first twelve (12) months of billing of the referred client.

The period runs from the issue of the first invoice to the referred client, not from the submission of article 3. It does not reopen on renewal: a referred client gives rise to commission over twelve months of billing, once.

6.4. Instalments. Where the client pays in instalments, the commission falls due pro rata each collection, as they occur.

6.5. Refund, termination, non-payment. In the event of a full or partial refund to the client, of a termination giving rise to restitution, or of definitive non-payment, the corresponding commission is cancelled and, if already paid, set off against future commissions or repaid by the Partner within thirty (30) days of a written request.

6.6. No cap. The commissions due to a single Partner are capped neither per client, nor in aggregate, nor by number of clients referred. Only the limits of article 6.3 apply.

6.7. Sole consideration. The commission is the sole and inclusive consideration for the referral. The Partner may claim no reimbursement of costs, no advance, no payment for time spent, and no indemnity of any kind, including on termination of the program.

Article 7 · Invoicing and payment

7.1. At the end of each calendar quarter Scalon sends the Partner a statement of the commissions that fell due during the quarter.

7.2. Supporting document. Payment is made against a document drawn up on the basis of that statement.

a) Registered Partner. They issue a proper invoice bearing the mandatory particulars of article L. 441-9 of the French Commercial Code, described as "Referral services, [period]".

b) Private Partner. Not being in a position to issue an invoice within the meaning of article L. 441-9 of the French Commercial Code, they provide a fee note stating their name and address, the date, the statement reference, the nature of the service ("occasional referral"), the net amount payable, and the wording "VAT not applicable, provider not liable to VAT, article 256 A of the French General Tax Code".

No payment is made without one or the other of these documents.

7.3. Scalon pays by bank transfer within thirty (30) days of receiving the invoice or fee note.

7.4. VAT. The base of article 6.2 is an amount excluding tax, and the rate of the scale applies to it excluding tax. The VAT treatment of the commission then depends on the Partner's situation, without ever changing the commission amount due to them.

a) Partner liable to VAT. They add VAT at the applicable rate on their invoice. It is paid in addition to the commission and recovered by Scalon.

b) Partner under the small business exemption. They state on their invoice "VAT not applicable, article 293 B of the French General Tax Code". No VAT is added.

c) Private Partner. Not acting independently on a habitual basis within the meaning of article 256 A of the French General Tax Code, they are not liable to VAT. No VAT is added to their commission, which is paid to them net.

d) Partner established in another EU Member State. The reverse charge applies, stating both Parties' intra-EU VAT numbers.

7.5. Limitation period. Any claim relating to a commission is time-barred after two (2) years from the date it fell due, by contractual derogation from the five-year period of general law, under article 2254 of the French Civil Code. That reduction is enforceable only between professionals; it is not enforceable against a private Partner, for whom the general limitation period applies.

7.6. Reporting of commissions paid. Under article 240 of the French General Tax Code, Scalon reports to the tax authorities the commissions it pays to third parties, through the annual fee return known as DAS 2, where the cumulative amount paid to the same beneficiary in a calendar year reaches the regulatory threshold, set at 2,400 euros including tax at the date of these terms. That obligation rests on Scalon alone, applies to every beneficiary whatever their status and is not specific to private Partners. It has no bearing on the Partner's right to receive their commission. The Partner provides their full identity and address for that purpose.

Article 8 · Confidentiality and non-solicitation

8.1. The Partner shall not disclose any non-public information that comes to their knowledge through the relationship, in particular prices charged, methods, data sources, deliverables, client names and the existence of ongoing negotiations. This undertaking survives three (3) years after the relationship ends.

8.2. On the deals they have submitted, Scalon discloses to the Partner only the progress status and, on signature, the amount of the commissionable base. No other contractual information is passed on.

8.3. The Partner shall not approach Scalon's clients on behalf of a competitor of Scalon operating in the same field, during the relationship and for twelve (12) months after it ends.

Article 9 · Personal data

9.1. Each Party acts as a separate controller for the processing it carries out. This is neither processing on behalf of another within the meaning of Article 28 GDPR, nor joint controllership.

9.2. The Partner warrants that the contact data they pass on was lawfully collected, that it is strictly professional, and that they have informed the person concerned of its transmission to Scalon or are able to do so without delay.

9.3. Scalon processes that data on the basis of its legitimate interest in prospecting (Article 6(1)(f) GDPR). Notice to the people concerned is described in section 5 of the data protection policy.

9.4. The Partner shall not pass on special category data within the meaning of Article 9 GDPR, nor data taken from an unauthorized extraction of a third party's database, in particular that of a current or former employer.

9.5. Refused or lapsed submissions are deleted from Scalon's systems within twenty-four (24) months.

Article 10 · Term, termination, amendment

10.1. The relationship is entered into for an indefinite term from acceptance of these terms.

10.2. Either Party may end it at any time, in writing, on thirty (30) days' notice. Scalon may end it without notice in the event of serious breach, in particular a fraudulent submission, improper approaches to a prospect, a breach of confidentiality, or conduct damaging to its image.

10.3. Survival of accrued rights. The end of the relationship does not affect commissions relating to deals submitted and accepted before the effective date, which remain due at the rate in force at the date of submission, within the window of article 5.1. No commission is due on a deal submitted after that date.

10.4. Amendment. Scalon may amend these terms. Any amendment is notified to the Partner by email and takes effect thirty (30) days after notification. Deals submitted before that date remain governed by the earlier version. Continuing to submit after it takes effect constitutes acceptance.

Article 11 · Miscellaneous

11.1. Non-exclusivity. Neither Party is bound by any exclusivity. The Partner may refer deals to others, including competitors, subject to article 8.

11.2. Assignment. The Partner may not assign their rights without Scalon's written agreement. Scalon may assign its own in the context of a restructuring or a sale of its business.

11.3. Severability. The invalidity of one provision does not affect the others, the Parties undertaking to replace it with a provision of equivalent economic effect.

11.4. Entire agreement. These terms, together with the accepted submission form, constitute the entire agreement and supersede any prior exchange.

11.5. Governing law and jurisdiction. French law. Failing amicable resolution within thirty (30) days of a written claim, exclusive jurisdiction is given to the courts of Paris. Under article 48 of the French Code of Civil Procedure, that jurisdiction clause is enforceable only between merchants; it is not enforceable against a private Partner, for whom the general rules of jurisdiction apply.

The company registration number of The Leading Company will be added to article 1 as soon as the company is registered, and this version updated accordingly.