Referral Program Terms and Conditions

Version 3.0.1 — Effective from September 10, 2026 (supersedes version 3.0.0 of July 30, 2026)

The Italian version is the only legally binding text. Translations into other languages are provided solely for ease of reading.

This document (hereinafter, the "Terms") governs participation in the Referral Program (hereinafter, the "Program") offered by Circoolum di E.A.P, operating under the brand name Master of Puppets Dev, with registered office in Milano, P.IVA 13489650963 (hereinafter, "MoP", "we", "our").

By registering for the Program, generating your code and/or sharing it, you declare that you have read, understood, and fully accepted these Terms.

1. Eligibility Requirements

To participate in the Program as a referrer (hereinafter, the "Referrer" or "Participant"), you must:

• be at least 18 years old;
• have the full legal capacity to enter into legally binding contracts;
• be the legal holder or authorized representative of the IBAN provided for payments;
• provide personal, banking, and tax details that are truthful, complete, and up to date.

Employees, direct collaborators of MoP, and their cohabiting family members are excluded from participation. We reserve the right to refuse, suspend, or revoke registration at our sole discretion in the event of a violation of the Terms or if reasonable doubts arise regarding the Participant's identity.

2. Program Mechanics and Referral Validity

1. Generation: The Referrer generates a unique referral code from their personal area. The code has no expiration date and is reusable, unless deactivated.

2. Sharing: The Referrer shares the code with third parties (hereinafter, the "Referred Customer").

3. Validity Conditions (Qualified Lead): A referral is considered valid for the purposes of earning the reward only if all of the following conditions are met:

   • The Referred Customer enters the code at the time of first contact or when requesting a quote.
   • The Referred Customer is not a current or past customer of MoP, and was not already in negotiations with MoP prior to the use of the code.
   • The Referred Customer has not been contacted by a MoP promoter via flyer delivery in the 2 months prior to the date the code was entered. Once this "cool-off" period from flyer delivery has elapsed, the referral becomes eligible again.
   • The Referred Customer enters into a development or service supply contract with MoP no later than 2 months from the first contact generated through the code. If this period expires without a contract being signed, the referral lapses and no commission will be due.
   • The contract entered into falls under the Eligible Projects referred to in point 4 below.

4. Eligible Projects: The Program applies exclusively to contracts concerning custom development projects, the consideration for which is determined on a case-by-case basis by MoP through a customized quote.
   Contracts relating to the following are excluded from the Program and do not generate any reward, in whole or in part:

   • packages, plans, subscriptions, and services offered at a list price or otherwise predetermined and published price, even if customized in content;
   • promotional offers, fixed-price or discounted campaigns, limited-time initiatives, and entry fees of any kind;
   • renewals, upgrades, additional modules, and ancillary services purchased within the scope of the cases listed above.

   If a Referred Customer first signs up for an excluded offer and subsequently commissions a custom project based on a quote, the reward will accrue on the latter contract, provided that all conditions of point 3 are met, including the 2-month term from the first contact.

3. Calculation and Payment of the Reward (Commission)

• Development Value: The starting base for the calculation is exclusively the initial one-off development cost provided for in the contract concluded between MoP and the Referred Customer (hereinafter, the "Development Value"). The following are expressly excluded: the annual fee (or any other recurring fee for maintenance, hosting, licensing or ongoing services), VAT, out-of-pocket travel expenses, and third-party license costs.

• Calculation Base for the reward: From the Development Value, the tax and social security contributions burdening MoP in relation to this fee are deducted, determined according to the tax regime applicable to MoP (flat-rate regime, see Article 6):

  1. taxable income = Development Value × 67% profitability coefficient;
  2. social security contributions = taxable income × 26.07% INPS Separate Management rate;
  3. substitute tax = (taxable income − social security contributions) × 5%;
  4. Calculation Base = Development Value − social security contributions − substitute tax.

  The amounts are rounded to the nearest euro cent at each step.

• Standard Amount: The standard reward recognized to the Referrer is equal to 10% of the Calculation Base determined in this way, corresponding — at the rates indicated above — to approximately 8.006% of the Development Value.

• Example: contract of € 12,000 plus an annual fee of € 1,000 → Development Value € 11,000.00 → taxable income € 7,370.00 → INPS contributions € 1,921.36 → substitute tax € 272.43 → Calculation Base € 8,806.21 → reward € 880.62.

• Applicable Rates: the coefficient and rates indicated are those in force at the date of entry into force of these Terms. In the event of their change by law, or a change in MoP's tax regime, those in force at the date of conclusion of the contract with the Referred Customer shall apply; MoP will update these Terms as provided for in Article 10.

• Specific Agreements and Variations: MoP reserves the right to agree in advance and in writing (e.g. via email exchange) different percentages for specific cases, selected partners, or temporary promotional campaigns. MoP also reserves the right to change the standard percentage amount in the future, communicating it as provided for in Article 10 (such variations will not affect referrals that have already been validated).

• Accrual: The right to the reward accrues exclusively when the Referred Customer has paid and credited to MoP at least 50% of the total consideration agreed in the contract. Any partial payments of less than 50% do not generate pro-rata commission rights.

• Payout: Payment is made via SEPA or SWIFT bank transfer to the IBAN indicated by the Referrer, usually within 30 days of reaching the above-mentioned 50% threshold.

• Bank Charges: Any bank charges applied by the beneficiary's institution (e.g. for transfers in foreign currency or non-SEPA) are entirely borne by the Referrer and will be deducted from the sent amount.

4. Exclusions and Anti-Fraud Clause

Referrals falling into the following categories do not generate any right to a reward and will be automatically cancelled:

• Self-referral: The Referrer refers themselves, their own company, a company of which they are a partner/director, or uses email addresses attributable to them.
• Bad Faith and Spam: Referrals obtained through spamming techniques, deception, fraud, extortion, or violation of privacy regulations (GDPR) against third parties.
• Brand Bidding & Ads: It is strictly forbidden to promote your referral code through paid advertising campaigns (e.g. Google Ads, Facebook Ads, etc.) using keywords related to the brand "Master of Puppets", "Master of Puppets Dev", "Circoolum" or similar variations. Any violation will result in immediate expulsion from the Program and the cancellation of accrued rewards.
• Refunds and Chargebacks (Clawback): If the contract with the Referred Customer is cancelled, disputed, or subject to a reversal/chargeback before or after the payment of the reward, MoP reserves the right to withhold the unpaid reward or to request the return of the one already paid (or offset it against future commissions).

5. Role of the Referrer and Limitations

This Program does not establish any employment, quasi-employment, agency, representation, partnership, or joint venture relationship between the Referrer and MoP.

The Referrer is not authorized to:

• act or make representations in the name and on behalf of MoP;
• negotiate prices or promise discounts/deadlines to the Referred Client;
• use MoP's logo, trademarks, or copyrighted material without explicit written authorization, with the exception of materials explicitly provided for the Program.

6. Tax Treatment and Issuance of Receipts

The Data Controller (Circoolum of E.A.P) operates under the Flat-Rate Scheme (pursuant to Law 190/2014 as amended and supplemented) and, for this reason, does not act as a withholding agent. Consequently, the reward will be paid in full without the application of any withholding tax.

The reward received constitutes income. The Referrer is solely and exclusively responsible for declaring these amounts and paying any applicable taxes, duties, or social security contributions in their country of residence, indemnifying MoP from any liability in this regard.

In order to process the payment, MoP will require the Referrer to issue appropriate tax documentation:

• If Professional/Company: issuance of a regular invoice.
• If Private Individual: issuance of a receipt for occasional services, with explicit wording certifying the non-application of the withholding tax as the client operates under the flat-rate scheme and is not a withholding agent.

Failure to send the correct tax documentation suspends the payment terms of the reward.

7. Code Deactivation

The Referrer may request the deactivation of their code at any time by writing to [email protected]. MoP reserves the right to unilaterally deactivate a code without prior notice in the event of a violation of these Terms. Deactivation blocks the acquisition of new referrals but does not affect rewards already accrued and not yet paid, except in cases of fraud or serious violation.

8. Personal Data Protection

The data collected for the purposes of the Program (personal details, IBAN, tax data) are processed by MoP as Data Controller, in full compliance with Regulation (EU) 2016/679 (GDPR).

The legal basis is the performance of this contract and the fulfillment of legal and tax obligations. For further details on rights, retention periods, and purposes, please refer to our Privacy Policy.

9. Limitation of Liability and Warranties

MoP provides the Program "as is". We do not guarantee uninterrupted accessibility to the code generation system, nor any minimum volume of conversions or rewards. MoP shall not be liable for indirect damages, loss of profit, or loss of business opportunities arising from participation in the Program or from technical issues.

10. Modifications and Termination of the Program

MoP reserves the right to modify these Terms or to suspend/terminate the Program at any time. Modifications will be communicated via email with at least 30 days notice.

The new conditions will apply only to referrals generated after their effective date. Rights acquired on previously validated referrals will remain unaffected.

11. Governing Law and Competent Jurisdiction

These Terms are governed exclusively by Italian Law.

Should the Referrer participate in the program as a Consumer (Legislative Decree 206/2005), the Court of the Consumer's place of residence shall have jurisdiction over any dispute. In all other cases (Referrer acting in the context of their professional/entrepreneurial activity), the exclusive territorial jurisdiction lies with the Court of Milan.

12. Contacts

For questions, reports, or administrative matters related to the Referral Program, contact us at: [email protected].