As a project creator, you can offer an ambassador an affiliate commission for referrals that result in support for your project. The commission agreement is between you and the ambassador, not with Startnext. This article explains how to set up the agreement within the platform and outlines a possible legal framework under German law.
Who signs the contract, and who pays?
The parties to this agreement are exclusively the Starter and the Ambassador. As the Starter, you are obligated to pay the agreed-upon commission, provided that the eligibility requirements are met.
Startnext provides the functions for making offers, accepting them, documenting them, and calculating fees. You organize and make commission payments outside of Startnext. Startnext is not a party to the commission agreement. Separate agreements regarding the use of the platform remain unaffected; Startnext’s lack of involvement in the commission agreement does not result in a blanket exclusion of its own obligations.
How is the commission agreement formed?
The commission agreement is formed through your commission offer and the Ambassador’s explicit acceptance within the Startnext process. This conclusion process is based on the Community Terms for Commission Agreements. The terms provide the framework; they do not replace the offer and acceptance, nor do they make Startnext a party to the agreement.
| Topic | Classification under the German Civil Code (BGB) | Standards |
|---|---|---|
| Offer and Acceptance | The commission offer constitutes a proposal to enter into a contract. The Ambassador's express confirmation constitutes acceptance. | § 145 BGB, § 147 BGB |
| Bid Deadline | In the product, you can choose 24, 48, or 72 hours, or seven days. A set acceptance period limits how long the offer can be accepted. | § 148 BGB |
| Approval with amendments | Acceptance with modifications is considered a rejection combined with a new proposal. For the listing on Startnext, modified terms must be agreed upon in the system via a corresponding commission offer. | § 150(2) of the German Civil Code (BGB) |
What role do the community guidelines and individual agreements play?
The offer includes the individual commission rates. In addition, the Community Terms and Conditions may apply in the version made available prior to acceptance and effectively incorporated into the agreement. The Terms and Conditions do not replace either the offer or the acceptance and do not make Startnext a party to the contract.
The applicable requirements also depend on the status of the contracting parties. The relevant provisions are § 305 BGB, § 307 BGB, and § 310 BGB.
Under Section 305b of the German Civil Code (BGB), individual contractual agreements take precedence over general terms and conditions. Startnext uses the terms and conditions stored in the system. Any agreement made outside of this process will not be reflected in the system.
What type of contract are you considering, and do you need a signature?
For performance-based compensation for referrals, classification as a brokerage agreement may be considered. The affiliate commission is tied to a referral that resulted from the ambassador’s efforts; the model described does not require the ambassador to perform any specific duties. The final classification depends on the specific terms of the contract. Relevant provisions include Section 652 of the German Civil Code (BGB) and the subsequent provisions governing brokerage agreements, as well as Section 311(1) of the BGB.
A separately signed paper contract is generally not required, provided that no specific formal requirements apply (Section 125 BGB and Section 126b BGB).
When does commission begin to be calculated, and on what basis?
A distinction must be made between product rules and their potential legal classification. The following notes refer to the Startnext model described here, not to every commission agreement.
| Topic | Product Rule and Legal Basis | Standards |
|---|---|---|
| All or Nothing | The right to a commission is contingent upon successful financing. From a legal standpoint, a condition precedent may apply. | § 158(1) of the German Civil Code (BGB) |
| Due Date | Normally, the project creator makes the payment after the project ends and the funding disbursement is received—externally, independent of Startnext; the Community Terms specify 30 days from receipt of the disbursement. | § 271 BGB |
| Increase in Commission Rates | In the product, confirmed commission rates can only be increased during the draft, launch, or financing phase. The product does not support rate reductions. | § 315 BGB |
| Termination | Under the model described, the affiliate commission for new sponsorships ends. Entitlements that have already accrued remain in effect. The conditions for these entitlements are set forth in the commission agreement and the legal classification; Section 652 of the German Civil Code (BGB) alone does not govern the entire termination process. | § 652 BGB |
Documentation, Evidence, and Statute of Limitations
What is the evidential value of the activity trend?
The history can help track the offer, acceptance, terms and conditions, amendments, and documented payments. However, it does not guarantee the specific content of the contract or its validity.
In the event of a dispute, the court evaluates the evidence. Verifiable timestamps and secure records may be relevant to the probative value of the evidence; however, no specific guarantee against tampering is provided here. The burden of proof for alleged collateral agreements also depends on the specific case. The relevant provisions are § 286 ZPO and § 371 ZPO.
Keep actual proof of payment and your own individual agreements in a separate file.
How are the statute of limitations and data retention related?
The standard statute of limitations is three years (Section 195 of the German Civil Code (BGB)). As a general rule, the limitation period begins when the claim arises and the claimant becomes aware of—or, through gross negligence, fails to become aware of—the relevant circumstances and the person liable; generally, the period begins at the end of the relevant year. Special rules, suspension, and the restart of the statute of limitations must be examined separately (Section 199 of the German Civil Code (BGB)).
The statute of limitations and data retention are separate issues. The three-year statute of limitations does not automatically imply a retention period of three years after the end of the project, nor does it imply that subsequent deletion is permissible.