Commission Agreement — Discount Codes
Last updated: 15 October 2026 · Version 5: the place of jurisdiction is Zurich, Switzerland (§19), as in all FBF terms for businesses; nothing else changes. Version 4 (12 October 2026): you report one total per code and month, once its returns are in, by the 10th of the second month after; a code that runs 31 days or less is reported once, for its whole run (§3, §9, §9a.1); a report can be corrected until it is billed and is final after that, with no refund or credit for a later return (§8); a statement built from your own reports is final when issued and is not disputed, only an estimated one is (§10, §11, §13); the minimum statement is 50 in your billing currency, and an amount under it is invoiced at the latest when the code ends or 12 months after the oldest amount carried forward (§9a.3, §10, §13). Version 3 (12 October 2026): statements and invoices are in your billing currency; each order is converted once, at the European Central Bank's reference rate for the order date (§5); you report each order's net goods value in the currency it was paid in (§9a.1); the minimums are stated as the equivalent of an amount in CHF (§9a.3, §10, §13); §16 says exactly when a code lifts your brand in the order, and where paid slots sit. Version 2 (7 September 2026): new §9a, your reporting duty and the estimated statement (built, switched off until a lawyer confirms it); §16 says that a live code is a ranking input. Version 1 (20 July 2026): first draft.
This is an addendum to the Merchant Terms. It only applies to a brand that has switched commissionable discount codes on. A brand can use FBF (profile, team, subscription, placement) without ever accepting this document.
0. Status: what is built, and what we will not bill
Most of the machinery this agreement describes now exists in the product: your monthly code sales reports, a statement and an invoice built from them and sent through Stripe, a reporting duty with reminders and pauses, and an estimated statement for a period without a report. Two things do not exist: the shop connection in §7, and the check that ties a code request to an accepted copy of this agreement (§1). The estimated statement in §9a is built but switched off.
So, as a binding commitment: we will not invoice you any commission for any period before you have accepted this agreement and can send your code sales reports and read the statement built from them in FBF Studio. We will not issue an estimated statement (§9a) before a lawyer has confirmed that clause and you have accepted a version of this agreement that contains it. Until you accept, a code is a marketing arrangement and costs you nothing.
We say this in the contract rather than in a blog post because the alternative, signing brands onto a percentage and switching measurement on later, is exactly the shape that produces an unenforceable first invoice.
1. Who this is between
FBF: M8 Media by Manuel Bucher, Kaffeestrasse 6C, 8180 Bülach, Switzerland (CHE-203.493.947). Contact: hello@fashionbrandfinder.com · Billing: billing@fashionbrandfinder.com
The Brand: the company named in the acceptance record, acting through a person who is authorised to bind it. Commission is a business-to-business arrangement. It is not open to consumers, and it is not open to anyone under 18.
Accepting this agreement is a separate, explicit act, recorded with the version accepted, the person who accepted and the time. It is not bundled into signup and it is not implied by paying for a subscription. The acceptance record exists. What does not exist yet is the check that ties a code request to an accepted copy of this agreement: today a code can be requested and approved before this document is accepted. Until that check is built, §0 applies and nothing is invoiced.
The person accepting confirms that they are over 18 and authorised to bind the company.
2. The deal in one paragraph
The brand gives its customers a discount through a code created on FBF. The customer buys on the brand's own shop, pays the brand, and FBF never touches that money. Afterwards, FBF invoices the brand a percentage of what those orders were worth. How big that percentage is depends on how the redemptions are measured: connect your shop and it is lower, because we can see what actually happened; report it yourself and it is higher, because we are relying on you.
3. Words we use
| Term | What it means here |
|---|---|
| Code | A discount code created through FBF and shown to signed-in users on FBF. |
| Reveal | A signed-in user asking FBF to show them the code string. FBF records this. |
| Redemption | An order on the brand's shop in which a Code was actually applied. FBF does not observe this — see §4. |
| Net Goods Value | What the customer paid for the goods, after the Code discount and any other discount, excluding VAT or other sales tax, shipping, gift wrapping, duties, and any surcharge that is not the price of the goods. |
| Attribution Window | The period during which a Code use counts — §6. |
| Report Period | One calendar month. For a Code whose planned run, from its start date to its end date, is 31 days or shorter: its whole run, even across a month boundary. See §9a.1. |
| Code Sales Report | One total per Code and Report Period: the number of orders and their Net Goods Value after returns. See §9a.1. |
| Return Window | For a connected shop only (§7): the period after an order during which a return, cancellation or chargeback removes the order from billing. See §8. |
| Tracking Method | connected_shop or self_report — §7. |
4. What a code is, and what it is not — read this one
A Code is an attribution key. If a redemption is observed, the Code is what ties it back to FBF.
A Code is not an observation mechanism. Minting a string and showing it to a user tells FBF one thing only: that a user looked at a code. It tells FBF nothing about whether an order was placed, what it was worth, whether it was paid, or whether it was returned. All of that happens on the brand's storefront, in a system FBF cannot see.
Three consequences, and the rest of this agreement follows from them:
- A redemption in FBF's records is always a claim with a stated source, never an observed fact — except where it came from a connected shop.
- Reveal counts are not a measure of sales and will never be billed. Most people who look at a code never buy. FBF will not infer redemptions from reveals, and a brand is never asked to explain why its sales are lower than its reveals.
- Because FBF cannot see the brand's orders, everything about accuracy in this agreement rests on either a shop connection or the brand's own honesty. We would rather say that plainly than dress up a self-report as verification.
5. The commission base
Commission is calculated on the Net Goods Value of each redeeming order — the price of the goods after the discount, excluding tax and shipping.
Worked example. A CHF 200 order, 20% code, CHF 10 shipping, 8.1% Swiss VAT shown separately. Net Goods Value = CHF 160. At a 10% commission rate, FBF invoices CHF 16.
Not commissionable: gift cards and store credit (the sale happens when they are spent, not when they are bought), taxes and duties, shipping and handling, and any order cancelled before dispatch.
Currency. You are billed in your billing currency: the currency set for your brand in FBF Studio under Billing, which starts as the currency of your brand's country and which you can change there. A Code Sales Report in another currency is converted into your billing currency once, at the European Central Bank's euro reference rate for the last day of its Report Period, as published at ecb.europa.eu (between two currencies that are not the euro, through the euro). If the ECB published no rate that day, the latest rate of the seven days before is used. If there is no rate in those seven days, the report waits for the next statement. We add no FX margin. We name the source so it is not something to argue about later.
6. The attribution window
There is no cookie, no tracked link and no last-click contest here. Attribution is simply: the Code was applied to the order.
An order counts if the Code was applied to it while the Code was valid — that is, between its start date and its end date as shown on FBF at the time of the order. The public offer terms are logged whenever they change (discount_code_change_log), so "what the offer was on the day of the order" is answerable during a dispute.
Not attributable, and not billable:
- Orders where the Code was applied after it expired, even if the brand chose to honour it.
- Orders placed with a code the brand created outside FBF, even for the same campaign.
- Orders where the Code was applied by brand staff manually to fix a service problem (leave these out of your report; see §12 on the bias rule).
- Orders where the Code was applied but the order was never paid.
Leakage. Codes are visible on FBF and can be copied. If a Code reaches a voucher aggregator, it will generate redemptions that FBF did not drive. Two rules follow. FBF will not bill for redemptions it knows to be leaked, and the brand may leave the orders of an identified leakage event out of its report, with a short note to us saying what happened. Either party may kill a leaked Code immediately. This is the one area where FBF is systematically over-credited, so the presumption in §12 matters most here.
7. Tracking method decides the rate
Every commissionable Code belongs to one of two lanes. The lane is recorded on the agreement, and the rate that applied is stored on every line we bill, so a later rate change can never reprice history. The shop connector is not built. It is a substantial piece of work and depends on Shopify's own approval process, so today every brand is on the self-report lane. §0 governs.
| Connected shop | Self-report | |
|---|---|---|
| How redemptions are recorded | The brand connects its shop (Shopify first). FBF receives order and refund notifications automatically. | The brand sends one Code Sales Report per Code and Report Period in FBF Studio (§9a.1). |
| Refunds | FBF learns about them automatically. | Netted in the report: the brand reports what customers kept (§8). |
| Commission rate | 8% | 15% |
| Hold before billing | Return Window only (§8). | Until the report is due, the 10th of the second month after the Report Period (§8). |
The gap is the point. A brand that connects its shop costs FBF far less to administer, produces a receivable FBF can defend, and tells FBF about its own refunds. That is worth paying for, and pricing it is a better answer to "how do you check our sales?" than any audit clause.
How the rate is agreed today. The rate is agreed per code, not per lane. You request a code in FBF Studio and name the rate you offer. We approve it, decline it, or counter with another rate, and you accept or decline our counter. A code only goes live at the end of a path both sides agreed to. The agreed rate is stamped on the code and applied to every report of it, so a later change can never reprice history. A code without an agreed rate cannot be billed at all.
What FBF receives from a connected shop is deliberately narrow: order id, timestamp, currency, order and discount totals, and which codes were applied. Not the customer's name, address, email or payment details. FBF does not want to become a controller of the brand's customer data, and the connector will be built so that this data is discarded before anything is stored. That is a design commitment about software that has not been written yet, and it is stated as one.
8. Returns, refunds and when a report is final
Fashion return rates run 20–40%. Billing on gross orders and clawing back later would mean invoicing money that was never earned, so this agreement bills in arrears, after the returns have happened: you report a Code's total only once its returns are in.
- What you report is what customers kept. A Code Sales Report (§9a.1) gives the Net Goods Value after every return, refund, cancellation and chargeback you know of when you send it. A refund in store credit counts as a return. An exchange for the same or a higher value is not a return; for an exchange to a lower value, report the difference.
- When. A report is due on the 10th of the second month after its Report Period ends: September by 10 November. That leaves the returns of the period about six weeks to come in.
- You can correct it until it is billed. Until then you can change your report in FBF Studio as often as you need; we keep every version, with who sent it and when. We bill a report on the first billing run after its due date, normally the 11th. From then on the report is final, also when its total is under the minimum and carries forward (§10), and also when you reported no sales.
- No refunds and no credits for later returns. A return, refund, cancellation or chargeback that happens after a report is final changes nothing: it is not credited, not refunded and not carried to a later statement.
- A connected shop (§7), once it exists, works by order instead: an order becomes billable once its Return Window of 30 days from the order date has closed, and a refund the shop reports before then removes it.
- Our own mistakes are always corrected. If we bill a different amount than your report says, we correct it under §18.
9. What the brand has to do
- Honour the Codes it creates, on the terms shown on FBF, for as long as they are live.
- Keep the shop connection working, if it is in the connected lane. If the connection breaks for more than 14 days for a reason on the brand's side — credentials revoked, the app uninstalled, the shop moved — the brand moves to the self-report lane and the self-report rate from the start of the next Report Period, until it is restored. FBF tells the brand before that happens. An outage at the shop platform, or a fault in FBF's own connector, does not change the rate; the connected rate continues and the period is reconciled once data flows again.
- Report each code's total for a month once its returns are in: by the 10th of the second month after. A code that runs 31 days or less is reported once, for its whole run. How, and what happens without a report, is §9a.
- Not create codes off-platform that duplicate an FBF campaign in order to move redemptions out of it.
- Keep its own order records for the periods Swiss and local accounting law require of it.
If you do not report. §9a says what happens: a reminder, a grace period, then your codes pause, and, once this agreement carries that clause and you have accepted it, an estimated statement that you replace with your real numbers.
9a. Your reporting duty, and what happens without a report
This section is the unusual one. Read it before you accept.
9a.1 The duty
Report each code's total for a month once its returns are in: by the 10th of the second month after.
For every Code with an agreed rate you send one Code Sales Report per Report Period, in FBF Studio under Billing (or on the Codes page):
- the number of orders made with the Code in that period, and
- their net goods value after returns: what customers paid for the goods and kept, after the Code discount and any other discount, after returns, without VAT, shipping or other charges (§5, §8), in the currency they paid in.
One total per Code and period, no list of individual orders. If there were no sales, that is one click.
The Report Period is the calendar month. A Code whose planned run, from its start date to its end date as agreed, is 31 days or shorter is reported once, for its whole run, even if the run crosses into the next month: a Code running from 25 September to 9 October has one report, covering 25 September to 9 October. A longer Code, or a Code with no end date, is reported per calendar month; its first report starts on the day it went live and its last report ends on its end date, or on the day it was stopped.
When. A report opens on the 1st of the month after its period ends and is due on the 10th of the month after that: September by 10 November; the Code that ran 25 September to 9 October by 10 December. FBF Studio shows every report with the exact days it covers and its due date. You can correct a report until it is billed; after that it is final (§8).
Please send every report, also when there were no sales. We only chase a missing report (9a.2) for a period in which someone copied the Code.
9a.2 If nothing arrives
- A reminder, with a grace period. After the due date we send a reminder in FBF Studio, naming how many people copied the code in the period and giving you 10 days.
- Your codes pause. If the grace period ends and we still have no report (a report of no sales counts), your live codes are paused. They come back the moment you report. Pausing does not touch your profile, subscription or listings.
- An estimated statement. Only once a lawyer has confirmed this clause and you have accepted a version of this agreement that contains it, we may issue an estimated statement for that Report Period, as described in 9a.3. The switch for this is off today (§0, §15).
9a.3 How an estimated statement is built
An estimate is a price for the service in the Report Period you did not report. It is not a penalty, it carries no surcharge, and it is built only from things we can show you:
- how many people copied the code in that Report Period. We count distinct signed-in users, once each, and we leave out anyone who copied more than ten codes in a day, because that is not evidence of buying;
- an assumed order rate and an assumed order value for your price category (budget, affordable, mid-range, premium, luxury), set at the low end of the researched ranges and published in FBF Studio;
- the rate agreed on each code.
Per code: copiers × order rate × order value × rate. The statement shows every input, including the category and the assumptions used, per code. The estimate is capped: it is never more than the greater of three times the average of your last three reported statements and the equivalent of CHF 2 per copier. If the capped estimate is under the minimum statement (§10), no statement is issued at all. The estimate is shown in your billing currency.
You replace it with the truth. While the estimated statement can still be disputed (§11), send your real Code Sales Report, or report no sales, and the estimate falls away; your report is billed like any other. If you do neither within the window, the estimate becomes an invoice like any other statement (§11.1, §13), and you can dispute it as any statement.
The way out of estimates entirely is to report on time, or, once the connector exists, to connect your shop (§7) so that we read the orders ourselves.
9a.4 Evidence and audit
You agree that our log of who copied which code, and when, is the evidence of copies for this agreement. We only ever give you counts; never who the people were.
Once a year, on 30 days' notice, we may have an independent accountant check your reported code orders against your shop records for the past twelve months. We pay for the check. If it shows you under-reported by more than 5 %, you pay for the check and the shortfall is billed on the next statement. This is the only route by which anyone looks at your books under this agreement.
10. The monthly statement
On the 11th of each month we issue one statement covering every Code Sales Report that was due by the 10th and is not billed yet, together with any late report sent since the last statement. A report in another currency is converted under §5. From that billing run the reports on it are final (§8).
The minimum statement is 50 in your billing currency: EUR 50, USD 50, GBP 50 or CHF 50, for example (for a currency without cents, the equivalent of CHF 50 at the ECB reference rate under §5). If the commission comes to less, no statement is issued that month. The reports are final all the same, and their commission carries forward to the next month. A carried amount is invoiced at the latest:
- when a Code ends: the statement that bills its last Report Period is issued whatever the amount, together with everything else carried forward; or
- 12 months after the oldest amount carried forward first became billable,
whichever comes first, and in any case when the agreement ends.
The statement shows the total commission, the number of orders and their Net Goods Value, and, per line: the code, the Report Period, the number of orders, the Net Goods Value and its currency, the rate that applied, the commission and who reported it (you or our staff). An estimated statement (§9a) is marked as such and shows every input the estimate used.
The statement is posted in FBF Studio under Billing, and the brand's owner account is notified there. A statement we cannot show you cannot carry any consequence for silence (§11).
A statement built only from your own Code Sales Reports shows your own numbers, which you could correct until they were billed. So it is not a proposal for you to check: it is final when issued and becomes an invoice the same day (§13).
11. Disputing a statement
A statement built only from your own reports is not disputed. You set its numbers yourself. If a line on it is not what you reported, that is our mistake: tell us at billing@fashionbrandfinder.com and we correct it under §18.
An estimated statement (§9a), or a statement with a line our staff entered (for example a correction agreed with you), can be disputed for 30 days from the day it is issued, in FBF Studio under Billing or by email to billing@fashionbrandfinder.com. A dispute needs to say what is wrong; one sentence is enough. You can also accept such a statement early, and the invoice then follows on the next run.
- A disputed statement is held as a whole. Nothing on it is invoiced while it is under review, and nothing on it accrues interest.
- We answer a dispute within 15 business days with a decision and the reason. This is a commitment the founder can personally keep at current scale; it must be revisited before it stops being true.
- If we agree with you, the statement is voided and the next monthly statement picks up the corrected lines. If we do not, we confirm the statement and it is invoiced as issued.
- For an estimated statement, sending your real report replaces it (§9a.3).
- If both sides still disagree after that exchange, the dispute goes to §19.
11.1 If you say nothing
If you neither dispute nor accept such a statement within the window, we treat it as accepted for the purpose of invoicing it, and it becomes an invoice sent through Stripe (§13). That is all it means. You do not lose the right to raise a factual error afterwards: a billing mistake of ours is corrected under §18.
This clause exists so that invoicing is not blocked by silence. It is not a way of turning a wrong number into an agreed one, and we will not argue that it is.
12. Checking, and what FBF will not pretend
FBF may ask the brand for an export of the orders behind a statement — order references, dates, totals and codes for the period, in a machine-readable form — where a statement is materially inconsistent with what FBF can see, and no more than twice in any twelve months, at FBF's own cost, on 15 days' notice.
This is commercial pressure, not verification, and it is described that way on purpose. The export is produced by the same brand whose report is in question, out of the same system FBF cannot see. It is worth having — a brand that will not produce it has told FBF something — but it does not make a self-reported figure true, and nobody at FBF should argue in a dispute that it does. FBF has no right to enter the brand's premises or inspect its systems. The one route by which anyone looks at the brand's books is the accountant's check in §9a.4, once a year, on notice.
One check FBF can genuinely make: if a brand reports more uses of a code than the number of people who ever asked FBF to show them that code, the code has leaked and is being used by people FBF never sent. That triggers a review under §6 — not a penalty and not a bill. FBF may make other checks where it has other information (for example against a connected shop's own data), and will tell the brand what it relied on.
The bias rule. Where the evidence is ambiguous, FBF resolves it in the brand's favour and does not bill the line. Over-billing for redemptions FBF did not drive destroys the relationship far faster than under-collecting costs money, and the brand disputing it is usually right.
13. Invoicing, payment and late payment
- A statement built from your own reports becomes an invoice when it is issued. An estimated statement, or one with a line our staff entered, becomes an invoice once you accept it or the dispute window has passed (§11). The invoice is numbered, carries one line per code and Report Period (or the estimate lines under §9a), and is sent to your billing email through Stripe with a hosted payment page.
- Invoices are in your billing currency, for exactly the amount on the statement. We do not add an FX margin.
- A month under 50 in your billing currency does not become an invoice; it carries forward until it reaches that amount, a Code ends, or 12 months have passed (§10).
- Payment is due 30 days from the invoice date. The invoice states that date. A fixed due date matters: under OR 102(2) a debtor falls into default automatically on a date fixed in advance, without a reminder first.
- If an invoice is unpaid 7 days after the due date, we send a reminder in FBF Studio.
- If an invoice is still unpaid 30 days after the due date, your live codes pause until it is paid, and come back when the payment arrives. Pausing codes does not affect your profile, subscription or listings.
- On late payment, default interest of 5 % per year applies from the due date (OR 104(1)). We may also claim the further damage the delay actually caused (OR 106).
- We charge no reminder fee. If we ever introduce one, its amount will be named here first; a fee that is not named here is not owed.
- A disputed statement is not overdue and does not accrue interest.
14. VAT and taxes
FBF's commission is a service fee, not a share of the brand's sale. FBF is not the seller of any goods, is not a party to the customer's purchase, and never receives the customer's money.
- Place of supply for a B2B service follows the recipient (MWSTG Art 8(1)). So: a brand established in Switzerland is invoiced with Swiss VAT if FBF is VAT-registered; a brand established abroad is invoiced without Swiss VAT and generally accounts for the tax itself under the reverse charge in its own country.
- Whether FBF charges Swiss VAT at all depends on registration, and FBF is currently M8 Media by Manuel Bucher is not currently registered for Swiss VAT, being below the CHF 100,000 annual turnover threshold, so commission invoices are issued without VAT. If that threshold is crossed, registration becomes mandatory and invoices will show VAT from that point.
- The brand is responsible for giving FBF a correct business address and, where it has one, its VAT/UID number, and for telling FBF when either changes. An invoice issued on wrong details is corrected, not waived.
- Each side pays its own taxes on its own income.
15. Codes: creation, changes and ending
- A Code comes into being by request. You ask for one in FBF Studio and name the rate you offer; we approve it, decline it, or counter with another rate; you accept or decline the counter. A Code only goes live at the end of a path both sides agreed to, and the agreed rate is stamped on it (§7). No other route creates a commissionable Code.
- Every creation and deactivation of a Code is logged, with the offer as it read at that moment, so "what the offer was on the day of the order" is provable. You can read your own log in FBF Studio. The log never contains the code string itself.
- You can deactivate a Code yourself at any time; so can we. Deactivating stops new redemptions; it does not cancel commission already earned on orders placed while it was live. The last Report Period of a Code that ends, or that you stop, is reported the same way (§9a.1). Your Codes also pause automatically under §9a (missing report) and §13 (unpaid invoice), and come back when the cause is cured.
- FBF may deactivate a Code without notice if it has leaked, if it is being used to circumvent this agreement, or if the underlying offer breaches the Merchant Terms.
- What is built, and what is switched off. The request and approval path, the change log, self-deactivation, the monthly code sales reports, statements, disputes of estimated statements, invoices through Stripe, the reporting duty with its reminders and pauses, and the estimated statement all exist in the code. The estimated statement is switched off, and stays off until a lawyer has confirmed §9a and you have accepted a version of this agreement that contains it. Not built: the check that ties a Code request to an accepted copy of this agreement (§1), and the shop connection (§7).
16. The firewall: paying commission buys nothing else
A brand's commission rate, its commission volume, and whether it pays commission at all have no influence on: its position in search results, its transparency or completeness indicators, whether it appears in "Popular" or any other editorial or algorithmic selection, or what any user is shown on their home screen.
One thing is an input, and we say so rather than let you infer it: whether you have a live Code that everyone can see. While such a Code is live, your brand ranks a little higher and its card carries the label "Has a code". The lift ends when the Code ends: when it expires, when you stop it, when we hide it, or when your page is no longer public. A Code offered only to the people who asked for one gives no lift. This is disclosed on the ranking page and on the card itself. It is the Code that counts, not its rate and not what you pay us: a Code at 5 % and a Code at 15 % weigh the same, and a Code with no commission at all weighs the same too. Nothing about billing reaches the ranking.
Part of this is enforced by how the system is built and part of it is a rule FBF keeps, and it is worth being exact about which: search relevance and the "Popular" order are computed from inputs that have no connection to billing, so commission cannot reach them without a deliberate change. Editorial selection and the home hero are human choices, protected by this clause and by nothing else.
Paid visibility on FBF is sold separately, and it is always labelled "Ad". One thing the brand should know rather than infer: booked Ad slots sit in their own block headed "Ads", below the "Popular" list, never inside it. That is paid placement, sold under the advertising terms, and it has nothing to do with commission.
Disclosure of the commission itself. FBF earns commission on codes, which makes every code surface a commercial communication. FBF will disclose that relationship to consumers where the law requires it, and the brand agrees not to ask for that disclosure to be removed or softened. FBF sells a directory whose order is honest; a commission-driven ranking would be worth less than the commission.
17. Term, changes and ending it
- The agreement starts when the brand accepts it and runs until either side ends it, with 30 days' notice, in writing or in the portal.
- A rate change is a new agreement. We cannot edit a live rate. To change a rate, a new Code is requested and agreed (§7, §15) and the old one is deactivated. Rates already applied to past reports are untouched. If we cannot agree a new rate, the old Code runs until the notice period ends and then commissionable Codes stop.
- Ending the agreement does not cancel commission already earned. The last Code Sales Reports are due, and billed, in the normal cycle (§9a.1, §10).
- FBF may suspend commissionable codes where it has concrete grounds to suspect fraud or systematic under-reporting. FBF gives the brand written reasons at the same time, says what would resolve it, and names a person to reply to. Where the risk allows, FBF tells the brand first and gives it a chance to respond. Suspension is not termination, and codes are reinstated as soon as the matter is resolved.
- Surviving the end: §8 and §18 corrections, §9a.1 reports still due, §10–§13 statement, dispute and payment, §14 taxes, §18 liability, §19 law and forum, and record-keeping obligations. Either side may ask the other for a copy of its own statement and ledger history for twelve months after the end, and it will be provided.
Order of precedence. This agreement and the merchant agreement are read together. On anything about commission — the base, the rate, attribution, returns, statements, disputes, invoicing — this agreement wins. On everything else the merchant agreement wins.
Confidentiality. Order data, statements, rates and anything either of us marks confidential are used only for this agreement and are not passed on. That obligation survives the end of it, and it applies in particular to any order export under §12.
Data protection. Where FBF receives order data from the brand under §7 or §12, FBF processes it on the brand's behalf and only for the purposes in this agreement, under the data processing annex to the merchant agreement. FBF does not want the brand's customers' names, addresses, email addresses or payment details, and the connector will be built not to store them.
18. Liability
This section has not been settled by a lawyer. It is drafted to state a fair position, and the exclusions are the parts most likely to change.
- FBF is not a party to the customer's purchase and takes no responsibility for the brand's goods, delivery, returns handling or customer service.
- FBF does not promise traffic, reveals, sales, or any commercial outcome from listing a Code.
- FBF is liable without limit for damage it causes intentionally or through gross negligence, and for personal injury. Swiss law does not allow that to be excluded.
- For ordinary carelessness, FBF's liability in any twelve-month period is limited to the commission FBF invoiced the brand in that period, and FBF is not liable for lost profit or indirect loss.
- If FBF over-bills, that is, bills more than your reports say, the remedy is a correction: a credit on the next invoice, or a payment back within 30 days if no invoice follows, plus interest at the same rate the brand would owe on a late payment. This is about our mistakes, not about returns after a report is final (§8). That is the one liability the brand actually cares about here and it should not be buried in a general cap.
19. Law, language and forum
- Swiss law applies, excluding its conflict-of-law rules and excluding the CISG.
- The binding version of this agreement is English. Any translation is for convenience.
- The parties will first try to resolve a dispute directly, through the §11 path where it concerns a statement.
- Place of jurisdiction: Zurich, Switzerland.