Commission Agreement — Discount Codes

0. Status: what is built, and what we will not bill

Most of the machinery this agreement describes now exists in the product: a redemption ledger, a monthly statement with a dispute window, an invoice sent through Stripe, a reporting duty with reminders and pauses, and an estimated statement for a month 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 open, read and dispute a statement 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

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:

1. 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.
2. 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.
3. 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. Where an order is in a currency other than the settlement currency, it is converted at the Swiss National Bank's published daily rate for the order date. If the SNB publishes no rate for that currency, the European Central Bank's rate is used instead. 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 (flag these in the 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 exclude an identified leakage event from a statement under §11 with a short description of 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 each individual redemption, 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.

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 copied onto every order reported against 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 clawback

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.

• The Return Window is 30 days from the order date. It is one number for every brand, set by us; we do not read your own returns policy. If we change it, the new number applies to orders reported after the change.
• An order becomes billable only once its Return Window has closed. An order placed on 10 March with a 30-day window appears on the April statement, not the March one.
• A refund, cancellation, chargeback or fraud reversal that happens after an order has been billed is corrected by a reversal entry on the next statement: a credit, not a rewritten invoice. Tell us and we record it; a reversal is a negative row our staff write. The ledger is append-only; nothing is ever edited in place.
• A partial refund produces a proportional reversal on the refunded Net Goods Value.
• If a reversal makes a statement negative, the credit carries to the following month. FBF does not issue a negative invoice in the ordinary course. If the agreement ends with a credit balance outstanding, FBF pays it out within 30 days of the final statement. A credit is the brand's money and it is not forfeited by leaving.
• FBF will apply reversals for up to 12 months after the order as a matter of routine. That is an operational commitment about when FBF acts; it is not a cut-off on either side's legal rights, which run for the periods the law gives them.

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 Statement 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 every order made with a code, or declare that there were none, by the 10th of the following month. 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

For every month in which someone copied one of your codes, you report every order made with a code by the 10th of the following month, or you declare that there were none. Both happen in FBF Studio under Billing: one entry per order with the order date, the order value in CHF, the code, and a note (put your order reference there), or one click to declare the month empty. A month with no copies needs nothing from you.

9a.2 If nothing arrives

1. A reminder, with a grace period. After the 10th we send a reminder in FBF Studio, naming how many people copied a code of yours that month and giving you 10 days.
2. Your codes pause. If the grace period ends and we still have neither a report nor a declaration, your live codes are paused. They come back the moment you report or declare. Pausing does not touch your profile, subscription or listings.
3. 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 month, 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 month 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 each of your codes that month. 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 CHF 2 per copier. If the capped estimate is under CHF 50, no statement is issued at all.

You replace it with the truth. Dispute the estimated statement within the window in §11 and report the real orders, or declare the month empty, and the estimate falls away; what you reported is billed instead, on the normal cycle. If you do neither within the window, the estimate becomes an invoice like any other statement (§11.1, §13).

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

After the end of each month we issue a statement covering every reported order whose Return Window (§8) has closed and that is not yet on a statement. Everything on it is in CHF. Report orders in CHF; an order reported in another currency is not placed on a statement until we have agreed the conversion with you, using the rule in §5.

If the commission for a month comes to less than CHF 50, no statement is issued. The orders wait, and are billed once the total passes CHF 50 or when the agreement ends.

The statement shows the total commission, the number of orders and their Net Goods Value, and, per line: the order date, the code, the order value and currency, the rate that applied, the commission, who reported it (you or our staff) and any note, including reversal entries. An estimated statement (§9a) is marked as such and shows every input the estimate used instead of order lines.

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).

The statement is not an invoice. It is the number we propose to invoice, shown so you can check it first.

11. Disputing or accepting a statement

You have 30 days from the day a statement is issued to dispute it, 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 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, the corrected orders go back to the unbilled pool and the next monthly statement picks them up. If we do not, we confirm the statement and it is invoiced as issued.
• For an estimated statement, a dispute that comes with 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 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 mistake found later is corrected by the reversal mechanism in §8, in either direction, and we will apply that for at least twelve months after the order.

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 that you accepted, or did not dispute within the window (§11), becomes an invoice. The invoice is numbered, carries one line per code (or the estimate lines under §9a), and is sent to your billing email through Stripe with a hosted payment page.
• Invoices are in CHF. We do not add an FX margin.
• A month under CHF 50 does not become an invoice; it carries forward (§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.

⚠️ Needs an advisor, not just a lawyer. VAT registration status, the reverse-charge wording that has to appear on cross-border invoices, and the treatment of a commission on a sale FBF did not make are questions for a Swiss fiduciary (Treuhänder). Get this right before invoice number one — a VAT error is corrected retroactively and with interest.

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. 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 redemption ledger, monthly statements, disputes, 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 "Trending" 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. The ranking of 4 September 2026 counts a live discount code as a small benefit to the person, among the smaller factors, after the match and after what people do. That is disclosed on the ranking page and on the card itself, which says "Has a code for you". 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 trending 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, as fixed labelled time slots. One thing the brand should know rather than infer: a paid slot is placed above the organic order in the "Trending" row, labelled as sponsored. 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 copied onto past redemptions 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 final statement and invoice follow the normal cycle after the last Return Window closes.
• 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 reversals and the payout of any credit balance, §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, the remedy is a correction and a credit under §8, plus interest at the same rate the brand would owe on a late payment. 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: Bülach, Switzerland.

⚠️ Needs a lawyer. A jurisdiction clause against an EU-established business is not automatically effective the way it is between two Swiss companies — the Lugano Convention governs, and if the counterparty is ever a very small trader rather than a company, the protective rules matter. Also confirm whether EU P2B Regulation 2019/1150 applies to FBF at all: if it does, Art 5 requires the main ranking parameters and any paid influence on them to be set out in the terms themselves (see §16), and Art 11 requires an internal complaint-handling system with published reporting. This is a genuine yes/no question for a directory where consumers do not transact, and it should be answered rather than assumed.