GuardRailPay Referral Terms

These Referral Terms govern participation in the GuardRailPay Invite & Earn referral programme (the “Programme”).

The Programme is operated by MATTECH OÜ, registry code 17589238, registered at Narva mnt 86-3, Kesklinna linnaosa, Tallinn, Harju maakond, 10150, Estonia, trading as GuardRailPay (“MATTECH”, “GuardRailPay”, “we”, “us” or “our”).

These Referral Terms supplement the GuardRailPay Terms of Service.

By participating in the Programme, you agree to these Referral Terms.

1. Who can participate

The Programme is generally available to eligible registered GuardRailPay users acting in a business or professional capacity.

We may restrict, suspend or refuse participation where necessary for:

• fraud prevention;
• sanctions or legal compliance;
• payment risk;
• tax or payout compliance;
• abuse prevention;
• technical limitations.

Participation does not create employment, partnership, franchise, fiduciary duty or general agency.

2. Referral reward

Subject to these Referral Terms, an eligible referrer earns:

30% of eligible subscription revenue from a referred company for that company’s first 12 successfully paid subscription months.

Only successfully collected paid subscription months count.

A trial month does not count.

An unpaid or failed-payment month does not count.

A permanently reversed or charged-back payment does not count.

3. Twelve paid months, not twelve calendar months

The reward period is based on 12 qualifying paid subscription payments, not merely the passage of 12 calendar months.

Example:

• Month 1: paid → commission month 1;
• Month 2: paid → commission month 2;
• Month 3: subscription paused → no commission;
• later reactivated and paid → commission month 3.

The referral completes after 12 qualifying paid months have been credited.

4. Eligible revenue

Unless we expressly state otherwise, referral commission is calculated on:

subscription revenue actually and successfully collected by MATTECH, excluding VAT, sales tax and similar taxes.

Payment-processing fees charged to MATTECH are not normally deducted from the commission base.

Credits, discounts and price reductions reduce the commission base where they reduce the subscription amount actually due.

5. Current public-plan examples

At the current public prices:

• Starter: £29/month → standard referral reward £8.70 per qualifying month;
• Growth: £49/month → standard referral reward £14.70 per qualifying month;
• Business: £79/month → standard referral reward £23.70 per qualifying month.

Prices and plans may change. Commission is based on the referred company’s actual eligible subscription revenue, not on a historic advertised price.

6. How referral attribution is created

A referral may be attributed through one of the following methods.

6.1 Referral link

You share your unique GuardRailPay referral link.

The referred person follows the link, creates an eligible account or company, and the referral is recorded by GuardRailPay.

6.2 Create company and invite owner

You create a new company workspace for another business and invite the business owner through GuardRailPay.

If that business subsequently becomes a paying Customer, the referral may be attributed to you.

7. Attribution window

For link-based referrals, GuardRailPay may use a referral cookie, token, signup record or equivalent attribution record.

The standard link-attribution window may be 30 days, unless a different period is shown in the Programme interface.

Once referral attribution is stored against the account or company in our database, that database record takes precedence over a browser cookie.

8. Attribution priority

Unless we expressly determine otherwise, attribution priority is:

1. company created by a referrer and owner invited through GuardRailPay;
2. valid referral link attribution;
3. no referral reward.

Adding an accountant, user, member or administrator to an already-existing GuardRailPay company does not by itself create a referral reward.

9. One commission beneficiary per company

A referred company may have only one commission beneficiary for a given referral relationship.

Referral rewards are not split between multiple users unless GuardRailPay expressly agrees otherwise.

10. Attribution lock

Once the referred company makes its first qualifying paid subscription payment, referral attribution is normally locked.

The Customer or referrer cannot change the beneficiary through the normal user interface.

MATTECH may correct attribution where necessary because of:

• a technical error;
• duplicate records;
• fraud;
• clearly incorrect attribution;
• a legal requirement.

11. Self-referrals and related businesses

GuardRailPay permits referral rewards for an additional genuine paid company even where the referrer owns, controls, manages or works with that company.

For example, one user may operate more than one company and legitimately earn a referral reward on a separate paid subscription.

This is allowed provided:

• each referred company has its own genuine paid Subscription;
• the payment is valid;
• the account is not created solely to exploit a technical or financial loophole;
• the activity complies with these Referral Terms.

We do not treat common ownership alone as abuse.

12. What does not qualify

No commission is earned for:

• registration without a paid Subscription;
• free trial activity;
• failed payments;
• unpaid invoices;
• fraudulent payments;
• permanently reversed payments;
• amounts representing tax;
• duplicate commission claims;
• companies already attributed to another referrer;
• accounts created through abuse, automated account farming or manipulation.

13. When commission is created

A commission is created only after our payment provider confirms successful collection of an eligible subscription payment.

The creation of a Stripe subscription, addition of a card, start of a trial or creation of a company does not itself create a payable commission.

14. Pending period

A newly earned commission is normally placed in Pending status.

Standard hold:

14 days

During this period, the amount cannot be withdrawn.

We may extend the hold where reasonably necessary because of:

• payment risk;
• fraud indicators;
• a dispute;
• unusual referral activity;
• payout-provider review;
• legal or compliance requirements.

15. First payout

For a new referrer, the first payout may be subject to a longer initial safety period.

Standard first-payout rule:

The first withdrawal is not available earlier than 30 days after the first eligible commission is earned.

This rule is intended to reduce fraud and payment reversal risk.

16. Minimum withdrawal

The standard minimum withdrawal amount is:

£50

If your Available balance is below the threshold, the amount remains in your referral balance until enough eligible commission becomes available.

We may change the minimum threshold prospectively.

17. Payout frequency

Unless the Programme interface states otherwise:

a referrer may request a withdrawal no more than once per calendar month.

MATTECH may aggregate smaller commissions into a later payout.

18. Stripe Connect and payout verification

Referral payouts may be made through Stripe Connect or another supported payout provider.

Before receiving a payout, you may be required to complete provider onboarding, including:

• identity verification;
• business verification;
• bank-account details;
• sanctions screening;
• tax or regulatory information.

The payout provider may independently restrict, delay or reject a payout under its rules or legal obligations.

MATTECH does not need to store full bank-account credentials where they are collected directly by the payout provider.

19. Commission ledger

GuardRailPay uses transaction records to calculate referral earnings.

Balances may be shown as:

• Pending;
• Available;
• Paid;
• Held;
• Reversed.

The internal referral ledger and underlying payment-provider records are the authoritative records for commission calculation, subject to correction of manifest errors.

20. Cancellation of the referred subscription

GuardRailPay operates a no-standard-refund subscription model.

If a referred company cancels:

• its current paid period normally continues until the period ends;
• the valid commission for that successfully paid period remains earned;
• future subscription renewals stop;
• future referral commissions stop unless the company later reactivates and makes another qualifying payment.

A normal cancellation does not reverse a valid commission for a completed payment.

21. Chargebacks, disputes and reversals

A payment may still be disputed, charged back, reversed as fraudulent or otherwise invalidated.

If the underlying subscription payment is invalidated:

If commission is Pending

It may be marked Reversed.

If commission is Available but unpaid

It may be removed from Available balance and marked Reversed.

If commission has already been paid

MATTECH may create a negative referral adjustment equal to the affected commission.

The negative balance may be offset against future referral earnings.

We do not normally attempt to debit your personal bank account solely because of an ordinary negative referral adjustment, but we reserve all rights in cases of fraud, deliberate abuse or amounts legally recoverable from you.

22. No ordinary refunds

MATTECH does not ordinarily refund paid subscription periods merely because a Customer cancels early.

Accordingly, an ordinary cancellation does not by itself trigger a referral commission reversal.

This does not prevent a reversal where a payment is invalidated, charged back, fraudulent, duplicated or otherwise not finally retained by MATTECH.

23. Fraud and abuse

You must not:

• use stolen payment methods;
• create fake payment cycles;
• coordinate chargebacks to extract commission;
• create automated account farms;
• misrepresent the Programme;
• impersonate GuardRailPay staff;
• manipulate attribution systems;
• exploit bugs;
• create artificial transactions with no genuine subscription purpose;
• encourage a referred person to commit payment fraud.

We may investigate suspicious activity.

24. Risk holds

MATTECH may temporarily hold a payout or commission where activity appears unusual.

Relevant factors may include:

• unusually rapid referral creation;
• unusually high failed-payment rates;
• repeated chargebacks;
• repeated use of suspicious payment methods;
• account-farming indicators;
• payout-provider warnings;
• material inconsistencies in onboarding information.

A shared office IP address or common business ownership alone does not automatically make a referral invalid.

25. Programme suspension

We may suspend a participant from the Programme if we reasonably believe:

• the account is compromised;
• Programme rules have been breached;
• fraud has occurred;
• a payout is under legal or provider review;
• required verification has not been completed;
• continued participation would create legal, financial, security or reputational risk.

During suspension, commission may remain Held pending review.

26. Taxes

Referral rewards may constitute taxable income.

You are solely responsible for:

• determining your tax obligations;
• declaring referral income;
• issuing invoices if legally required;
• registering for tax where required;
• providing valid tax information requested for payout processing.

MATTECH may withhold tax or request documentation where required by law.

Nothing in the Programme is tax advice.

27. No employment, partnership or agency

Participation in the Programme does not make you:

• an employee of MATTECH;
• a commercial agent with authority to bind MATTECH;
• a partner;
• a joint venturer;
• a franchisee;
• a fiduciary.

You may not make promises, warranties or contractual commitments on behalf of GuardRailPay.

28. How you may describe GuardRailPay

You may truthfully describe the Service and Programme.

You must not:

• make false performance claims;
• invent customer statistics;
• promise guaranteed payment results;
• represent GuardRailPay as a debt collector;
• state that you are employed by MATTECH unless you actually are;
• conceal material conditions of the Programme where disclosure is required.

29. Marketing law

If you promote GuardRailPay by email, social media, messaging, advertising or other channels, you are responsible for complying with applicable:

• advertising law;
• electronic-marketing rules;
• data protection law;
• disclosure requirements;
• platform rules.

Where legally required, you must clearly disclose that you may receive a referral reward.

MATTECH is not responsible for unlawful marketing conducted independently by a participant.

30. No multi-level commission

The Programme is a single-level referral programme.

You earn commission only on eligible subscription revenue of companies directly attributed to you.

You do not earn commission merely because your referral later refers another company, unless that later company is separately and directly attributed to you under GuardRailPay’s normal attribution rules.

The Programme is not a multi-level marketing scheme.

31. Data protection

Referral data is processed in accordance with the GuardRailPay Privacy Policy.

The referred company may be informed that the inviter may receive a referral reward if the company becomes a paying Customer.

We may process information necessary to:

• attribute referrals;
• calculate commission;
• prevent fraud;
• operate payouts;
• maintain tax and accounting records.

32. Programme changes

We may change or discontinue the Programme prospectively.

We may change:

• future commission rates;
• eligibility;
• hold periods;
• payout thresholds;
• payout methods;
• Programme features.

Unless required by law or necessary to stop fraud or abuse, a change will not retroactively confiscate valid commission already earned under the terms applicable when the underlying qualifying payment was made.

We may provide notice of material Programme changes through the Service or by email.

33. Errors

If a calculation or attribution error occurs, MATTECH may correct the ledger.

If we overpay you because of a manifest technical or accounting error, we may:

• offset the overpayment against future referral earnings;
• request repayment where reasonable and legally permitted.

34. Expiry of unclaimed balances

We do not intend to confiscate ordinary valid balances merely because they are not immediately withdrawn.

However, where an account is abandoned, unverified, legally restricted or inactive for an extended period, we may handle remaining balances according to applicable law, payout-provider rules and reasonable notice procedures.

35. Liability

The liability provisions of the GuardRailPay Terms of Service apply to the Programme.

To the maximum extent permitted by law, MATTECH is not responsible for:

• tax consequences of referral income;
• a payout-provider refusing or delaying onboarding;
• bank processing delays;
• foreign-exchange differences imposed by a bank or provider;
• loss of expected future commissions after lawful Programme changes;
• invalid referrals;
• failed or reversed payments by referred Customers.

36. Termination of participation

You may stop participating at any time by ceasing to use referral features.

MATTECH may terminate participation for breach, fraud, abuse or legal risk.

Termination for convenience does not automatically cancel a valid Available balance, but MATTECH may continue to apply:

• fraud review;
• payout verification;
• negative adjustments;
• legal withholding;
• minimum payout rules.

37. Governing law and jurisdiction

These Referral Terms and any non-contractual obligations arising from them are governed by the laws of the Republic of Estonia.

The courts of the Republic of Estonia, with venue in Tallinn where applicable, have exclusive jurisdiction, except where mandatory applicable law requires otherwise.

38. Contact

Questions about the Programme may be sent to:

MATTECH OÜ / GuardRailPay
Registry code: 17589238
Narva mnt 86-3
Kesklinna linnaosa, Tallinn
Harju maakond, 10150
Estonia

Email: legal@guardrailpay.com