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Referral Program Terms

(Dated: 13 October 2023)

1. Referral Program

re:cap Technologies GmbH (“re:cap”) offers a referral program for re:cap’s customers and members of the re:cap network (each a “Referrer”) who wish to introduce prospective customers (each a “Prospect”) to re:cap via connecting re:cap with relevant decision makers of the Prospect (a “Referral”). The referral program (“Program”) is governed by these general terms and conditions (“Terms & Conditions”). By participating in the Program, Referrers and Prospects agree to comply with these Terms & Conditions.

2. Referral Eligibility Criteria

In order to be eligible for this Program, the Prospect and the Referral must in any event fulfill the following criteria:

The Prospect must be a company that:

- is incorporated in the Federal Republic of Germany or in The Netherlands, 
- is generating recurring revenues from B2B services for at least the last 9 months before the time of referral and in an amount of at least EUR 250,000.00 annual recurring revenue (ARR),
- has a cash runway of at least 6 months (pursuant to re:cap’s calculation model),
- qualifies as a fit for re:cap’s services which may be the case if the Prospect is (i) a growing business (ii) with a funding need (iii) trying to reach profitability, to grow, to postpone their next equity round, or to cover for large one-time expenses.

The Referral must be to:

- a decision maker of the Prospect which has sufficient seniority to authorize or recommend the use of re:cap’s services, e.g. a founder, CEO, CFO or other member of the management board,
- a new Prospect, in principle being a Prospect (i) that does not have a re:cap platform account already and (ii) to whom re:cap has neither provided any services nor with whom re:cap has recently been in negotiations to provide its services before the time of referral.

The assessment of the decision maker’s sufficient seniority and of the Prospect’s novelty is in re:cap’s sole discretion.

3. Referral process

3.1 The Referrer has to submit its Referral and all related information about the Referrer and the Prospect via the online referral form provided by re:cap. The moment re:cap receives the completed referral form will be the relevant time of referral.

3.2 re:cap will make a first assessment whether the Referral and the Prospect will presumably fulfill the eligibility criteria mentioned in clause 2. above. If that is the case, re:cap will reach out to the Referrer’s contact so he/she can make an email introduction to the Prospect’s contact person. Following the email introduction, re:cap will follow up with the Prospect on its eligibility for and interest in using re:cap’s services.

3.3 The person submitting the online referral form covenants on behalf of the Referrer that the contact information of the Referrer’s contact is its own information and consents that it may be used by re:cap to reach out to the Referrer.

3.4 The person submitting the online referral form covenants on behalf of the Referrer that it has obtained explicit prior consent by the Prospect’s contact person to share its contact information with re:cap and to use the Prospect’s contact email for the purpose of introduction.

4. Milestones & Reward Structure

4.1 If a Referral reaches the following milestones, both the Referrer and the Prospect may be entitled to a reward on the basis set out below and subject to these Terms & Conditions:

a. Milestone 1

- Milestone 1 is reached if a Prospect reaches the “Sales Qualified Lead” stage (“SQL stage”) stage. The SQL stage is reached once (i) re:cap has had a first online meeting with the Prospect, and (ii) re:cap has assessed, at its sole discretion, that the Prospect is presumably a fit for re:cap’s services and has shown sufficient interest in re:cap’s services.

- If a Referral reaches Milestone 1, the Referrer is entitled to a one-time cash reward of EUR 300.00, if the Referrer is not an active re:cap customer.

b. Milestone 2

- Milestone 2 is reached if a Prospect has become an active customer of re:cap and has drawn a funding amount of at least EUR 100,000.00 for the first time.

- If a Referral reaches Milestone 2, the Referrer is entitled to the following reward:

If the Referrer is not an active re:cap customer at the time of referral, the Referrer is entitled to receive a one-time cash reward of EUR 3,000.00, or

If the Referrer is an active re:cap customer at the time of referral, the Referrer is entitled to receive a one-time discount of one percentage point on the regular financing fee of its first new funding transaction (so excluding roll-overs of existing funding transactions) following the achievement of Milestone 2.

- If a Referral reaches Milestone 2, the Prospect is entitled to receive a one-time discount of one percentage point on the regular financing fee of the funding transaction which completes the achievement of Milestone 2.

4.2 Each of the milestones defined in clause 4.1 have to be reached within 12 months of the relevant time of referral in order to be rewarded.

4.3 re:cap will track the status of Referrals and will notify both the Referrer and the Prospect in due time once a milestone has been reached and a reward has been earned. The Prospect expressly acknowledges and agrees that re:cap will notify the Referrer about the status of the Referral.

4.4 Cash rewards will be paid via bank transfer to the bank account nominated by the respective recipient. Rewards in the form of financing fee discounts will be recorded in re:cap’s funding platform and will be applied on the relevant funding transaction.

4.5 Cash rewards are inclusive of value added tax and all other applicable taxes, duties, withholdings and/or levies. If re:cap is required to withhold any withholding or similar taxes, re:cap will do so and will make the according payments. Any withholding taxes paid by re:cap to the relevant tax authority will be deducted from any cash reward amounts due to the recipient, such that the amount paid to the recipient will be net of the withholding taxes.

5. Additional Reward Conditions and Exclusions

5.1 The Referrer shall only refer one contact person per Prospect (i.e. usually the most senior one) to re:cap. If the Referrer should for whatever reason refer more than one contact person per Prospect, this will only qualify as a single Referral and such Prospect reaching a milestone will only trigger a single reward for the Referrer.

5.2 If different Referrers refer the same Prospect, be it with the same or different contact persons of the Prospect, only the Referral of the first Referrer will be rewarded.

5.3 There is no limit on the number of Prospects a Referrer may refer to re:cap. If a Referrer refers more than one Prospect to re:cap, the Referrer will be entitled to an individual reward for each referred Prospect which reaches a milestone. Cash reward entitlements of the Referrer may accumulate. Rewards in the form of financing fee discounts cannot accumulate. Instead, a Referrer who earned multiple unused financing fee discounts simultaneously is entitled to receive a one percentage point discount in the number of consecutive new funding transactions (so excluding roll-overs of existing funding transactions) corresponding to the number earned discounts.

5.4 In the following circumstances, there shall be no or only limited reward entitlement:

a. Employees of re:cap, shareholders of re:cap and their employees or shareholders, as well as any family members or related parties of the aforementioned persons, are excluded from this Program.

b. If the Prospect is an affiliated company of the Referrer or is the employing entity of the Referrer, there will be no reward entitlement, neither for the Referrer nor for the Prospect.

c. In case of chain referrals, i.e. when a Referrer (“Original Referrer”) has referred a Prospect (“Original Prospect”) and then at a later stage this Original Prospect itself refers another Prospect (“Chain Referral”), then the Original Referrer will not be entitled to receive rewards for the Chain Referral.

d. For the avoidance of doubt, it remains in re:cap’s sole discretion to assess the SQL stage of a Prospect or to enter into a service contract with a referred Prospect; hence under no circumstances a reward may be claimed on the grounds that re:cap may have thwarted the achievement of a milestone.

6. re:cap Marketing Material

6.1 The Referrer may use marketing material which re:cap may provide for the purpose of a Referral.

6.2 re:cap hereby grants the Referrer a non-exclusive, worldwide, royalty-free, revocable and non-transferable license, to use re:cap’s logos and trademarks for the sole purpose of marketing and promoting the re:cap’s services pursuant to these Terms & Conditions. Except as expressly set forth herein, the Referrer shall have no right or interest in re:cap’s materials.

6.3 The Referrer (i) shall not amend the marketing material provided by re:cap in any form, (ii) shall not produce any marketing material for re:cap’s services or use re:cap’s name, logo or trade marks on any marketing material other than the introduction emails to Prospects without the prior written consent of re:cap.

7. Data protection

7.1 The Referrer shall always comply with all applicable data protection legislation.

7.2 The Referrer and the Prospect acknowledge and agree that re:cap will process and store data of the Referrer and the Prospect, which may include personal information of the respective contact persons, for the purpose of the operation of the Program.

8. Final provisions

8.1 re:cap may modify, discontinue or suspend the operation of the Program itself and these Terms & Conditions at any time and at its reasonable discretion. Any Referrals which have been properly submitted pursuant to the respective current Terms & Conditions at the time of such modification, discontinuation or suspension will remain unaffected.

8.2 Should one of the provisions of these Terms & Conditions be or become invalid, illegal or unenforceable, in whole or in part, this shall not affect the validity of the remaining provisions. The legally invalid, illegal or unenforceable provision shall be replaced by the parties with a provision which comes as close as reasonably possible to the commercial intentions of the invalid, illegal, unenforceable.

8.3 The Program and Terms & Conditions shall be governed and construed in accordance with the laws of the Federal Republic of Germany. The exclusive place of jurisdiction for all claims arising out of or in connection with the Program and these Terms & Conditions is Berlin.