Affiliate terms and conditions (standard)
This is a straightforward pro-merchant affiliate contract, under which the affiliate is granted the right to use affiliate links, in a form defined by the merchant, in the affiliate's website or websites. If an individual user clicks on such an affiliate link, and then takes some defined action on the merchant's website (typically, making a purchase), then the affiliate is entitled to be paid commission by the merchant at a defined rate.
The affiliate terms and conditions include a range of optional clauses, which will be appropriate for some affiliate programmes but not for others. For example: the affiliate may be obliged to publish and maintain the affiliate links; the affiliate may be required to maintain the affiliate website or websites to a particular standard; and the affiliate may be prohibited from making public statements about the merchant without the merchant's consent.
The accounting procedure set out in the terms and conditions involves the merchant notifying the affiliate (for example, using an affiliate control panel) of the amount of commission due with respect to each period, the affiliate invoicing the merchant for that amount, and the merchant making payment within a defined period.
If the affiliate is registered for VAT and needs to charge VAT to the merchant on the commission, then under the suggested drafting the basic commission is assumed to include VAT at the applicable rate, so that an affiliate that is charging VAT will earn less than one that is not charging VAT before.
The terms and conditions assume that certain information will be collected on the registration form used by the affiliate when applying to become an affiliate, namely: the identify of the affiliate, the contact details of the affiliate and, optionally, the website(s) of the affiliate that will host the affiliate links.Ask about this document
Affiliate terms and conditions (standard) 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.
- Affiliateobligations:Affiliatecooperation and assistance for affiliate programme;Affiliatewebsite obligations; prohibitions on affiliate; protection ofMerchantandMerchantwebsite 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.
- Payment methods, interest and set off: payment methods for commission; withholding tax deduction; interest on late payments; repayment of overpayments; right of set off.
- Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
- 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 Merchantpayments.
- Termination: termination by either party without cause; termination by either party 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 Merchantwebsite.
- General: no waiver; severability; asymmetric variation; asymmetric assignment of contractual rights; no third party rights; entire agreement; governing law; exclusive jurisdiction.
- Statutory and regulatory disclosures: copy of document not filed; language of document; value added tax number.
SCHEDULE 1 (COMMISSION)
- Introduction to affiliate trigger events and commission details; acknowledgement.
- Purchase: purchase trigger event specification; purchase commission specification.
- Registration: registration trigger event specification; registration commission specification.
- Visit: visit trigger event specification; visit commission specification.