Affiliate terms and conditions (premium)

This template is designed for use in connection with a website affiliate programme where: (i) affiliates apply to join the programme online and there is therefore no signed paper copy of the Agreement; and (ii) payments to affiliates are made in respect of purchases on the website, visits to the website and/or registrations on the website. The template may be adapted for use with other types of goal.

There are two alternative commission payment provisions. The first may be more suitable where most affiliates will not be registered for VAT. The second, which includes self-billing clauses, may be more suitable where most affiliates will be registered for VAT. Under the first option, payments are said to be stated VAT-inclusive, whereas under the second option payments are said to be stated VAT-exclusive. You should take advice from your accountant or tax adviser in relation to the taxation of payments made to affiliates.

Optional provisions covering multi-level schemes are included.

Generally, the template has been drafted to favour the interests of the merchant (ie person operating the affiliate programme) over the interests of the affiliate.

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Affiliate terms and conditions (premium) contents

Definitions: definitions.
Term: commencement of term; end of term (indefinite); each registration form creates distinct contract .
Affiliate Programme: affiliate control panel; grant of licence to use affiliate links; inclusion and maintenance of affiliate links; amendments to links; no warranties regarding affiliate links.
Affiliate
obligations:
Affiliate
cooperation and assistance for affiliate programme;
Affiliate
website obligations; prohibitions on affiliate; protection of
Merchant
and
Merchant
website reputation and goodwill.
Commission: obligation to pay commission upon trigger event; exclusions on commission payments; VAT in calculation of commission; variation of commission rates; commission after termination.
Accounting for Commission: notice of commission payable; obligation to issue of invoice for commission; time for payment of commission following invoice.
Accounting for Commission: self-billing: self-billing for commission.
Payment methods, interest and set off: payment methods for commission; withholding tax deduction; interest on late payments; repayment of overpayments; right of set off.
Sub-affiliates:
Affiliate
may refer sub-affiliates; supplementary sub-affiliate payments; sub-affiliate prohibitions and restrictions; variation of supplementary payment rates.
Affiliate
confidentiality obligations:
Affiliate
confidentiality undertaking; disclosure of confidential information by
Affiliate
to certain persons; exceptions to
Affiliate
confidentiality obligations; disclosures of
Merchant
confidential information mandated by law etc;
Affiliate
to stop using confidential information upon termination;
Affiliate
to delete confidential information following termination;
Affiliate
confidentiality obligations after termination.
Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
Affiliate
indemnity:
Affiliate
indemnifies
Merchant
upon breach.
Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; aggregate liability cap based on
Merchant
payments.
Termination: termination without cause (optionally asymmetric); termination by either party without cause; termination upon breach; termination upon insolvency.
Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
Notices: contractual notices by email or through
Merchant
website.
General: no waiver; severability; asymmetric variation; asymmetric assignment of contractual rights; no third party rights; entire agreement; governing law; exclusive jurisdiction.
Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
Statutory and regulatory disclosures: copy of document not filed; language of document; value added tax number.

SCHEDULE 1 (COMMISSION)

Purchase: purchase trigger event specification; purchase commission specification.
Registration: registration trigger event specification; registration commission specification.
Visit: visit trigger event specification; visit commission specification.
Sub-affiliate supplementary payments: calculation of sub-affiliate supplementary payments.

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Version	1.1
First published	9 Dec 2019
Last updated	12 Jan 2023
Law	English law and EU law
Language	English (UK)
^†Word count	6,706
^†Template pages	15

† These figures are approximations.

Internet law Web affiliates Advertising and marketing Terms and conditions

Affiliate terms and conditions

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	Free licence	Standard licence	Extended licence	Professional licence
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Number of websites or digital products	1	1	5	25
Sub-licences permitted	None	1	5	25
Document licence period	No expiry	No expiry	No expiry	No expiry
Credit for Docular	Yes	No	No	No

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