Partner Program – Terms and Conditions for Affiliates and Sales Representatives

of ASCEND GmbH, Wilhelm-Spaeth-Straße 2, 90461 Nürnberg (hereinafter referred to as "Ascend")

Table of Contents

1. Scope of Application, Conclusion of Contract
2. Subject Matter; Commission-Eligible Products
3. Model A – Affiliate
4. Model B – Sales Representative
5. Commission
6. Advertising Materials, Use of Trademarks
7. Responsibility for Content and Legal Compliance
8. Confidentiality
9. Data Protection
10. Term and Termination
11. Liability of Ascend
12. Indemnification by the Partner
13. Assignment, Set-Off
14. Blocking of the Partner Account
15. Amendments
16. Final Provisions

Annex 1: Commission Overview (Framework) · Annex 2: Advertising Materials and Permissible Channels

§ 1 Scope of Application, Contract Conclusion

(1) These terms and conditions govern the collaboration between Ascend and independent sales partners (hereinafter referred to as "Partner") who recommend, promote, or broker the conclusion of Ascend's products and services. They apply to the online shop shop.ascend.de, to Ascend's services (in particular connectivity, bonding, hosting, web design, as well as WLAN/VPN services), and to SIM cards and data plans.

(2) The collaboration is structured under one of two models: Model A "Affiliate" (§ 3) – recommendation and promotional partners without authority to represent – or Model B "Commercial Agent" (§ 4) – independent commercial agent within the meaning of §§ 84 et seq. of the German Commercial Code (HGB). The applicable model is determined by the individual partner agreement. In the absence of explicit appointment as a commercial agent, Model A shall apply. §§ 1, 2, and 5 to 16 apply to both models.

(3) Partners may only be entrepreneurs within the meaning of § 14 of the German Civil Code (BGB) who are at least 18 years old and are not integrated into Ascend's company under employment law. The Partner is free to organize their activities and working hours and bears their entrepreneurial risk independently.

(4) The contract is concluded when the Partner applies for admission to the partner program (via partner form or in text form) and Ascend confirms admission in text form. Ascend is under no obligation to accept an application. Upon confirmation, Ascend shall communicate the model, the applicable commission overview (Annex 1), and – where relevant – the advertising material specification (Annex 2).

(5) These terms and conditions shall apply exclusively. Conflicting or deviating terms and conditions of the Partner shall not become part of the contract unless Ascend expressly agrees to their applicability in text form.

§ 2 Subject Matter; Commissionable Products

(1) Commissionable are the product groups listed in the commission overview (Annex 1): goods from the online shop (hardware, software licenses), services and recurring services, as well as SIM cards and data plans (hereinafter collectively referred to as "Products").

(2) Ascend may exclude individual products, brands, or product groups from commission or amend commission rates (§ 15), particularly if manufacturer requirements, price bindings, or margins necessitate this. The commission overview valid at the time of the commissionable transaction shall be decisive.

(3) All contracts with customers are concluded exclusively between Ascend and the customer in accordance with Ascend’s applicable General Terms and Conditions and prices. The Partner is not authorized to promise prices, discounts, payment or delivery terms, or product features that deviate from Ascend’s published specifications.

(4) Ascend’s offering is directed at businesses, public authorities, and other institutions (B2B). The Partner must not specifically target consumers or use consumer-directed incentives (e.g., vouchers, bonuses, cashback).

§ 3 Model A – Affiliate

(1) Activity. The Affiliate recommends Ascend’s products on their own online presences, in their own newsletters, social media channels, or through personal contact (hereinafter referred to as "target presences") and directs interested parties to Ascend via the advertising materials provided by Ascend (in particular partner links, referral codes, banners, graphics, texts, videos). The Affiliate does not act as a representative; they have no authority to issue or receive declarations on behalf of Ascend.

(2) Attribution. A customer is attributed to the Affiliate if they (a) create a customer account or place an order for the first time within 30 days of clicking on the Affiliate’s partner link or (b) enter the Affiliate’s referral code during registration or ordering. Ascend’s measurement systems are decisive. In the case of multiple Affiliates, the last attribution before contract conclusion applies (Last Click); an entered referral code takes precedence. Existing customers—customers who already had a customer account or generated sales with Ascend in the twelve months prior to attribution—are not attributed.

(3) Obligations. The Affiliate publishes the advertising materials in accordance with Annex 2 unchanged, clearly visible, and technically functional, and ensures they remain accessible throughout the term of the agreement. They promptly notify Ascend of any disruptions to the target presences. They safeguard Ascend’s economic interests and design their target presences in a manner that does not harm the reputation of Ascend or its products.

(4) Prohibited are in particular:

• the visual, content-related, or technical modification of advertising materials without Ascend’s prior consent;
• statements or assurances regarding products or Ascend that deviate from the provided advertising materials or other information communicated by Ascend;
• keyword advertising, search engine ads, or domain, username, or trademark registrations using Ascend’s identifiers or confusingly similar terms (Brand Bidding);
• setting tracking identifiers without user action (cookie dropping), forced clicks, pop-unders, adware, toolbars, or incentivized traffic;
• publishing partner links or referral codes on coupon, cashback, or deal portals without Ascend’s consent;
• self-orders and orders by affiliated companies via their own partner links or referral codes;
• advertising via email, messenger, or telephone without the required consent of the recipients;
• public statements, in particular press releases, about Ascend, its business model, corporate policies, operational processes, or other internal information.

(5) Instructions. Ascend issues instructions on a case-by-case basis only to the extent necessary for the success or lawfulness of the advertising cooperation. Otherwise, the Affiliate is not bound by instructions.

(6) No Non-Compete Clause. The Affiliate may also promote products from other providers. Derogatory representations of Ascend or its products are prohibited.

§ 4 Model B – Commercial Agent

(1) Appointment. Ascend appoints the Partner as an independent commercial agent (§ 84 para. 1 HGB) to broker transactions involving the products listed in Annex 1 (brokerage agent). The commercial agent is not authorized to conclude contracts in the name of Ascend, to accept payments (§ 55 para. 3 HGB), or to make commitments that deviate from Ascend’s terms. Brokered transactions only come into effect upon acceptance by Ascend; Ascend shall promptly notify the commercial agent of the acceptance or rejection of a brokered transaction (§ 86a para. 2 HGB).

(2) No Territory, No Exclusivity. The commercial agent is not assigned a territory or a customer base; § 87 para. 2 HGB does not apply. Ascend retains the right to distribute independently, via the online shop, and through other distribution partners.

(3) Primary or Secondary Occupation. The Partner Agreement specifies whether the commercial agent is appointed on a full-time or part-time basis (§ 92b HGB). If no specification is made, the appointment shall be as a part-time commercial agent.

(4) Obligations of the Commercial Agent (§ 86 HGB). The commercial agent shall endeavor to broker transactions and safeguard Ascend’s interests in doing so. They shall exclusively use Ascend’s current price lists, product information, advertising materials, and contract terms, promptly inform Ascend of each brokered transaction and of circumstances relevant to the business relationship with the customer (in particular credit risks, complaints, competitive offers), and maintain confidentiality of trade and business secrets (§ 90 HGB). During the term of the agreement, they may not, without Ascend’s consent, represent or distribute products that compete with those listed in Annex 1. No post-contractual non-compete obligation is agreed.

(5) Obligations of Ascend (§ 86a HGB). Ascend shall provide the commercial agent with the necessary documents (price lists, product information, contract terms, advertising materials), furnish the information required for the performance of their duties, and settle accounts in accordance with § 5. The commercial agent’s rights under § 87c HGB (accounting, extract from the books, information) remain unaffected.

(6) Conduct. The commercial agent shall act in business dealings as an independent broker and indicate their status (e.g., “independent distribution partner of ASCEND GmbH”). They shall independently maintain the official registrations required for their activities, in particular the trade registration, and are solely responsible for their tax and social security obligations.

(7) Compensation Claim. The compensation claim under § 89b HGB remains unaffected to the extent it exists under the law.

§ 5 Commission

(1) Commissionable Transactions. The Partner shall receive a commission for transactions that Ascend concludes with a customer assigned to the Partner (§ 3 para. 2) or as a result of the commercial agent’s mediation (§ 87 para. 1 HGB), provided the products are designated as commissionable in the Commission Overview (Annex 1). Follow-up transactions with an acquired customer shall only be commissionable within the commission period specified in Annex 1; in this respect, § 87 para. 1 sentence 1 HGB is hereby excluded.

(2) Basis of Calculation shall be the net invoice amount actually paid by the customer to Ascend (excluding value-added tax), less shipping costs, payment and transaction fees, deposits, credits, subsequently granted discounts, and returns. For recurring services (subscriptions, data plans) and prepaid credit, the basis shall be the net fees or net credit top-ups paid by the customer during the commission period; if credit is refunded, the commission shall lapse accordingly.

(3) Amount. The commission rates shall be determined in accordance with the Commission Overview (Annex 1) in the version valid at the time of the transaction or as per the individual Partner agreement.

(4) Accrual, Lapse. The commission claim shall arise as soon as and to the extent that the customer has fully paid the invoice amount to Ascend. A claim for advance payment under § 87a para. 1 sentence 2 HGB is excluded. The claim shall lapse if it is established that the customer does not perform; any commission already paid shall be refunded (§ 87a para. 2 HGB). If Ascend does not execute the transaction for reasons not attributable to Ascend, no claim shall arise (§ 87a para. 3 HGB). The same shall apply in cases of revocation, withdrawal, avoidance, reversal, cancellation, or refund, to the extent that Ascend does not retain the consideration as a result.

(5) No Commission shall be payable for self-orders placed by the Partner, orders from affiliated companies (§ 15 AktG) or its employees; for transactions with existing customers (§ 3 para. 2), unless Ascend expressly acknowledges the commercial agent’s mediation in writing on a case-by-case basis; for transactions demonstrably initiated by Ascend independently of the Partner (e.g., ongoing offers, tenders); or for products excluded in Annex 1.

(6) Settlement. Ascend shall settle accounts monthly by the end of the following month. The settlement shall specify the commissionable transactions by date, calculation basis, and commission rate; customer data shall only be disclosed to the extent legally permissible and necessary for verification, pseudonymized in Model A. The commercial agent may request an extract from the books and information pursuant to § 87c paras. 2 and 3 HGB. Objections to a settlement must be raised in writing within eight weeks of receipt; the statutory rights under § 87c HGB shall remain unaffected.

(7) Payment. The commission shall be settled via the credit note procedure (§ 14 para. 2 UStG) and transferred to the account designated by the Partner within 30 days of settlement. In Model A, amounts below €50 net shall be carried forward to the next settlement period and paid out no later than upon contract termination. For the commercial agent, § 87a para. 4 HGB shall apply.

(8) Value-Added Tax. The commission shall be understood as plus applicable value-added tax, where applicable. The Partner shall inform Ascend of its VAT status (standard taxation, small business under § 19 UStG, registered office in another Member State or third country with a VAT identification number) and shall promptly notify Ascend of any changes. If the place of performance is abroad, the settlement shall be made without VAT (reverse charge). The Partner shall be solely responsible for the taxation of its commission income.

(9) Reports. Ascend shall provide the Partner with reports on clicks, assignments, and commissionable transactions in the Partner account or as a monthly report.

§ 6 Advertising Materials, Use of Trademarks

(1) Ascend provides the advertising materials free of charge in accordance with Annex 2 and grants the Partner, for the duration of the contract, a simple, non-transferable, non-sublicensable, and revocable at any time right to use them for the promotion of Ascend’s products. Ascend keeps the landing pages of the partner links up to date and accessible and informs the Partner of any disruptions lasting longer than one working day.

(2) Company identifiers, trademarks, and logos of Ascend may be used exclusively in the provided form and within the scope of this contract. The registration of domains, usernames, trademarks, or search engine keywords containing identifiers of Ascend or terms that could lead to confusion is prohibited. Trademarks of third parties, in particular those of manufacturers, may only be used within the scope of the advertising materials provided by Ascend.

(3) Ascend warrants that the provided advertising materials do not infringe the rights of third parties and indemnifies the Partner against claims by third parties arising from the contractual use of the unaltered advertising materials, including the necessary costs of legal defense in statutory amounts.

(4) Ascend measures clicks, attributions, and transactions using appropriate technical means and complies with data protection regulations, in particular § 25 TDDDG and the DSGVO, within the scope of its responsibility.

§ 7 Responsibility for Content and Legal Compliance

(1) The Partner is solely responsible for ensuring that their target presences and their sales activities comply with applicable law, in particular competition law, media law, digital services law, data protection law, youth protection law, and trademark law. They shall maintain provider identification (§ 5 DDG, § 18 MStV) in a manner that is easily recognizable, directly accessible, and permanently available.

(2) The Partner shall clearly mark advertising content as such (e.g., "Advertisement" or "Advertising"; § 6 Abs. 1 Nr. 1 DDG, § 22 MStV, § 5a Abs. 4 UWG) and shall separate it from editorial content in a recognizable manner using visual or acoustic means. Partner links and recommendation codes shall be marked in such a way that users can recognize the commission involvement.

(3) The following are prohibited: unsolicited advertising (spam), false warnings about viruses or malfunctions, invitations to participate in snowball systems, chain letters, pyramid schemes, or comparable actions; content that violates applicable law, public decency, or the rights of third parties, in particular criminal, violence-glorifying, incitement-to-hatred, or pornographic content; as well as techniques for covert or subliminal influence on users.

(4) The Partner shall only use photos, graphics, videos, and texts for which they have the right of use. For advertising materials provided by Ascend, § 6 Abs. 3 shall apply.

§ 8 Confidentiality

(1) The Partner shall treat all non-public information received in the course of the collaboration – in particular commission rates, purchasing and manufacturer conditions, customer data, product and business plans, as well as access data – as confidential, use it exclusively for the purposes of this Agreement, and shall not disclose it to third parties or make it known via the internet or social media. This obligation shall remain in effect after the termination of the Agreement. § 90 HGB shall remain unaffected.

(2) Excluded from this are information that is publicly known or that the Partner has demonstrably obtained from third parties without violating any confidentiality obligation, as well as disclosures to which the Partner is legally or administratively obliged.

§ 9 Data Protection

(1) Ascend processes the Partner’s personal data (name, address, contact details, bank details, tax data, usage data of the Partner account) for the performance of this Agreement (Art. 6 Abs. 1 lit. b DSGVO) and for compliance with legal obligations (Art. 6 Abs. 1 lit. c DSGVO). Further information, including on data subjects’ rights, is provided in Ascend’s privacy policy at https://www.ascend.de/legal/datenschutz/.

(2) The Partner shall not receive any personal customer data unless such data is required for verifying the billing or – under Model B – for mediation purposes. Data of prospects collected by the commercial agent shall be processed by the latter as a separate controller in compliance with the DSGVO and shall only be transmitted to Ascend with a legal basis. The Partner shall not link referral codes and Partner links to third-party contact details or send them to third parties without consent.

§ 10 Term and Termination

(1) The agreement shall commence upon confirmation by Ascend and shall run for an indefinite period.

(2) Under Model A, the agreement may be terminated by either party with four weeks’ notice to the end of a calendar month.

(3) Under Model B, the notice periods set out in § 89 HGB shall apply; for commercial agents engaged in secondary employment, § 92b para. 1 HGB shall apply (one month to the end of a calendar month).

(4) The right to terminate for good cause without notice (§ 89a HGB, § 314 BGB) shall remain unaffected. Ascend shall in particular have good cause if the Partner breaches § 2 para. 3 or 4, § 3 para. 4, § 4 para. 4, § 6 para. 2, § 7 or § 8, makes incorrect statements regarding its status as an entrepreneur or its VAT status, attempts to obtain commissions by manipulating the allocation, or if insolvency proceedings are opened against its assets or rejected for lack of assets.

(5) Terminations shall be made in text form (§ 126b BGB).

(6) Upon termination of the agreement, the Partner shall remove all advertising materials, partner links and references to the partnership and delete any materials and confidential information provided. Claims to commission for transactions allocated or brokered prior to termination shall remain in effect in accordance with § 5 and Annex 1; for commercial agents, § 87 para. 3 HGB shall apply in addition.

§ 11 Liability of Ascend

(1) Ascend shall be liable without limitation for damages arising from injury to life, body, or health, for damages caused by intent or gross negligence on the part of Ascend, its legal representatives, or agents, as well as under the Product Liability Act and to the extent of any assumed guarantee.

(2) In the event of a slightly negligent breach of material contractual obligations (obligations the fulfillment of which is essential for the proper execution of the contract and on the observance of which the Partner may regularly rely), liability shall be limited to the contract-typical damage foreseeable at the time of contract conclusion. Otherwise, liability for slight negligence shall be excluded.

(3) Ascend shall not be liable for content published by the Partner nor for failures or measurement errors in the tracking systems that are due to user settings or devices (e.g., cookie rejection, ad blockers).

(4) The foregoing limitations shall also apply to the personal liability of Ascend’s legal representatives, employees, and agents.

§ 12 Indemnification by the Partner

The Partner shall indemnify Ascend against all third-party claims arising from content for which the Partner is responsible, its sales activities, or a breach of §§ 2, 3, 4, 6(2), or 7, including reasonable costs of legal defense. § 6(3) shall remain unaffected. The Partner shall assist Ascend in defending such claims.

§ 13 Assignment, Set-off

(1) The Partner is not entitled to assign claims against Ascend to third parties without Ascend’s consent in text form. § 354a of the German Commercial Code (HGB) shall remain unaffected.

(2) Set-off with counterclaims of the Partner or the withholding of performance due to such claims shall only be permissible insofar as the counterclaims are undisputed or have been legally established as final and binding.

§ 14 Suspension of the Partner Account

If there are concrete indications of a breach of these terms or applicable law, Ascend may provisionally suspend Partner Links, referral codes, and the Partner Account and withhold the payment of commissions until clarification is obtained. Ascend shall promptly inform the Partner, stating the reasons, and provide the Partner with an opportunity to comment. If the suspicion proves to be unfounded, the suspension shall be lifted and the withheld commission shall be paid out.

§ 15 Amendments

(1) Ascend may amend the commission overview (Annex 1) and the advertising material specification (Annex 2) with a notice period of four weeks in text form, with effect for the future. Already accrued commission claims shall remain unaffected. If an amendment worsens the commission conditions, the Partner may terminate the Agreement at the time the amendment takes effect; Ascend shall draw attention to this right in the notice.

(2) In all other respects, Ascend shall offer the Partner amendments to these Terms with a notice period of six weeks in text form. If the Partner does not object by the time the amendments take effect, the amendments shall be deemed accepted, provided that Ascend has drawn attention to this consequence in the notice. If the Partner objects, either Party may terminate the Agreement at the time the amendments take effect.

§ 16 Final Provisions

(1) The place of performance, payment, and fulfillment shall be the registered office of Ascend in Nuremberg.

(2) The law of the Federal Republic of Germany shall apply, excluding international private law and the United Nations Convention on Contracts for the International Sale of Goods (CISG), even if the Partner is based abroad.

(3) If the Partner is a merchant, a legal entity under public law, or a special fund under public law, or has no general place of jurisdiction in Germany, the exclusive place of jurisdiction for all disputes arising from this Agreement shall be Nuremberg. Ascend shall retain the right to sue the Partner at its general place of jurisdiction.

(4) Amendments and supplements to this Agreement, as well as ancillary agreements, shall require textual form. This shall also apply to the revocation of this textual form clause.

(5) Should individual provisions be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected. In place of the invalid provision, the statutory provisions shall apply.

(6) The German version of these terms shall be authoritative. Translations serve informational purposes only.

Annex 1 – Commission Overview (Framework)

The binding commission rates will be communicated to the Partner in text form with the confirmation pursuant to § 1 para. 4 (individual Partner Agreement). The following overview sets out the framework as well as the basis of assessment and commission period for each product group.

Product Group

Basis of Assessment

Commission Period

Commission Rate

SIM cards and data tariffs (prepaid credit, data packages, pay-as-you-go)

net credit top-ups or net tariff charges paid by the customer

the first 12 months from allocation or mediation of the customer

5 % to 10 % in accordance with the Partner Agreement

Connectivity and bonding services with recurring remuneration (e.g. satellite data tariffs, bonding hub, SpeedFusion/VPN services)

paid net monthly charges excluding setup fees and hardware

the first 12 months from allocation or mediation of the customer

5 % to 10 % in accordance with the Partner Agreement

Goods in the online shop (hardware, software licences)

net goods value of the customer’s first order excluding shipping

one-time (first order)

in accordance with the Partner Agreement; manufacturer-dependent, individual brands may be excluded

Services (hosting, web design, WLAN/VPN projects, consulting)

net order value or paid net monthly charges

one-time or the first 12 months

in accordance with the Partner Agreement

The following are not commission-eligible: shipping costs, value-added tax, payment and transaction fees, deposits, credits and refunds, self-orders by the Partner and orders by affiliated companies, transactions with existing customers (§ 3 para. 2), as well as products that Ascend has excluded in the Partner Agreement or pursuant to § 15.

Annex 2 – Advertising Materials and Permissible Channels

Advertising Materials. Ascend provides the following in the partner account or in text form: personalised partner links to the homepage, categories, product and offer pages of shop.ascend.de and www.ascend.de; a referral code; banners and graphics in the provided formats; text and video modules; the Ascend logo in the provided form. Price indications in the partner’s advertising materials are only permissible if they correspond to Ascend’s current information and are marked as net prices “plus VAT”.

Permissible Channels: the partner’s own websites, blogs and specialist portals; the partner’s own newsletters to recipients who have consented to receive them; the partner’s own social media profiles and posts; lectures, trade fairs and personal recommendations; for commercial agents, additionally direct customer contact within the scope of § 4.

Prohibited Channels and Methods: search engine advertisements using Ascend’s trademarks or distinctive signs or terms liable to cause confusion; coupon, cashback and deal portals without consent; incentivised traffic, click networks, pop-unders, adware, toolbars, browser extensions; unsolicited emails, messenger or telephone advertising; placement alongside unlawful, youth-endangering or defamatory content; modification or shortening of partner links that impairs tracking.