Affiliate marketing legally: CO Art. 412 ff. and CRM recommendations in Switzerland

At a glance

• CRM affiliate agreements typically fall under CO Art. 412 ff. (broker agreement)
• The commission claim arises upon conclusion of the main contract between provider and client
• "Lifetime commission" must be clearly regulated — otherwise statutory interpretation applies (typically a one-time payment)
• Tax-wise: commission is income from self-employment, VAT obligation from turnover threshold CHF 100 000

What type of contract is a CRM affiliate program?

If, as a fiduciary, IT consultant or business consultant, you recommend a CRM software and receive a commission for it, you are legally concluding a broker agreement under Art. 412 ff. of the Swiss Code of Obligations (CO).

The broker agreement is defined as:

"A contract by which someone undertakes, for remuneration, to demonstrate opportunities for concluding contracts to another person or to mediate contract conclusions" (CO Art. 412 para. 1).

In the CRM context: you demonstrate business opportunities to a provider (TecArt, HubSpot, Pipedrive ...) (client referrals) and receive commission for that. Thus broker law applies.

Distinction from the mandate contract (CO 394 ff.): If you not only recommend but also actively advise, supervise or participate, a mandate relationship may also exist. Consult a law firm if in doubt.

When does the commission claim arise?

CO Art. 413 regulates:

"The broker's fee is earned as soon as the contract has come into effect as a result of the broker's information or mediation."

Specifically in the CRM context this means:

• Commission claim arises upon contract conclusion (provider ↔ client)
• The provider must be able to demonstrate that the recommendation came from you
• With multiple referral sources (e.g. additional direct advertising) the "main cause" rule applies

In practice, attribution is documented via UTM parameters, affiliate tracking cookies or an explicit client declaration.

"Lifetime commission" — what applies legally

CO 413 itself says nothing about the duration of the commission. Statutory interpretation would be: one-time commission upon contract conclusion.

If a provider promises "lifetime commission" on MRR (Monthly Recurring Revenue), this must be clearly regulated in the contract:

• Commission rate (e.g. 7.5% on monthly client revenue)
• Trigger for payment (client payment received by the provider)
• Termination clauses (client cancellation, provider insolvency, programme discontinuation)
• Transferability (inheritability, sale of the affiliate profile)

Practical tip: Insist on written contractual form with clear definitions. Oral promises or pure marketing claims are in principle valid, but hard to enforce in disputes.

VAT obligation for commissions

Commissions from brokerage activities in Switzerland are subject to value added tax once you are active as a self-employed person and annual turnover exceeds the threshold of CHF 100 000.

• Under CHF 100 000 annual turnover: no VAT obligation (exemption)
• From CHF 100 000: VAT obligation mandatory, registration with the Federal Tax Administration (FTA)
• Tax rate: 8.1% (standard rate since 01.01.2024)

If you as a fiduciary are already VAT-liable (fiduciary fees > CHF 100 000), the VAT obligation also applies automatically to the affiliate commissions.

Accounting recommendation: Affiliate commissions should be recorded on a separate revenue account in the accounting system to provide clarity for tax returns and VAT reporting.

Tax treatment of the commission

Commissions from brokerage activity are considered income from self-employment (DBG Art. 18). They must be declared in the tax return within the business report — separately from fiduciary or consulting fees.

Deductible are expenses related to the brokerage activity:

• Telephone, internet, software subscriptions
• Travel and entertainment costs for client acquisition
• Training and conference attendance related to the affiliate activity
• Proportionate office and rent costs

Practical tip: A separate bookkeeping column for the affiliate activity significantly simplifies expense allocation.

Consumer protection and disclosure duty

If you, as a consultant, recommend a CRM software and receive a commission for it, you must disclose this to the client. This duty of transparency arises from:

• CO Art. 400 para. 1 (duty of loyalty and care of the mandatary)
• Professional rules (e.g. TreuhandSuisse, ICT professions Switzerland)
• UWG Art. 3 (fairness in business)

In practice a written disclosure in the advisory report suffices: "We receive a commission from [provider] for concluded contracts. This fact did not influence our recommendation."

Sample contract clauses

The following clauses should be included in every CRM affiliate agreement:

1. Commission rate and calculation basis (e.g. "7.5% on net MRR, excluding VAT")
2. Duration of the commission (lifetime, X months, etc.)
3. Payment modalities (frequency, payment terms, minimum amount)
4. Tracking and attribution (UTM parameters, affiliate cookie lifetime)
5. Termination and notice periods
6. Data protection compliance (revFADP, DSGVO)
7. Jurisdiction and applicable law (Switzerland, CO)

Conclusion: security through written form

Affiliate marketing is legally well defined in Switzerland — via broker law (CO Art. 412 ff.) and general contract law. Anyone who promises or receives a "lifetime commission" should conclude the contract in writing, use clear definitions and agree on tracking mechanisms.

Tax-wise commissions count as self-employment income, VAT-liable from CHF 100 000 annual turnover. Clean bookkeeping with separate recording is advisable.

Important note: This article does not replace legal advice. Consult a specialised law firm for contract negotiations or disputes.

Sources

• Swiss Code of Obligations (CO) — Art. 412–418
• Direct Federal Tax (DBG) Art. 18
• Value Added Tax Act (VAT Act) — tax thresholds
• TreuhandSuisse professional rules, as of 2026