Affillo Merchant Terms and Conditions

These Merchant Terms and Conditions ("Agreement") govern the use of the Affillo affiliate marketing platform ("Affillo", "we", "us", or "our") by the business registering as a Merchant ("Merchant", "you", or "your").

By creating a Merchant account, accepting these Terms or using the Affillo platform, you confirm that you have read, understood and agree to be legally bound by this Agreement.

1. Merchant Authority

By registering a Merchant account, you warrant and represent that:

• You are authorised to legally bind the business entering into this Agreement.
• All information supplied during registration is accurate, complete and up to date.
• You will promptly notify Affillo of any material changes to your business or contact details.
• You will only use the platform for lawful business purposes.

Providing false, misleading or incomplete information may result in immediate suspension or termination of your account.

2. Merchant Approval

Submission of a Merchant application does not automatically create an active affiliate programme. Affillo reserves the absolute right to approve or reject any application without providing a reason.

Your programme will not become active until Affillo has:

• Approved your application.
• Verified your business where required.
• Successfully validated your tracking.
• Completed onboarding.
• Confirmed billing arrangements.
• Received any required prepayment of affiliate commissions.

3. Minimum Contract Term

The minimum contractual commitment is six (6) months, commencing from the date your affiliate programme first becomes live on the Affillo platform.

The Merchant acknowledges that affiliate recruitment, optimisation and programme management require an initial commitment period and therefore agrees to maintain the Agreement for the full six-month term.

4. Renewal

Following completion of the initial six-month term, this Agreement shall automatically continue on a rolling month-to-month basis.

Either party may terminate this Agreement by providing not less than thirty (30) days' written notice. Notice must be submitted by email or other written communication accepted by Affillo.

5. Early Termination

If the Merchant terminates this Agreement before completion of the initial six-month minimum term, the Merchant agrees that:

• All remaining contractual fees due for the balance of the six-month minimum term shall become immediately payable.
• Any outstanding invoices shall become immediately due.
• Any unpaid Affillo charges shall become immediately payable.
• Any unpaid publisher commissions remain payable in full.
• Any unpaid override charges remain payable in full.

Termination shall not release the Merchant from any payment obligations that have accrued before the effective termination date.

6. Merchant Fees

Merchant pricing shall be agreed during onboarding and confirmed in writing. Unless otherwise agreed, recurring platform fees are payable monthly in advance.

Failure to pay any invoice or Direct Debit collection may result in:

• Immediate suspension of the Merchant account.
• Suspension of publisher tracking.
• Removal from the Affillo marketplace.
• Suspension of affiliate recruitment.
• Withholding of publisher payments where appropriate.
• Termination of this Agreement.

7. Affillo Override

Affillo's standard management charge is: 30% of the commission earned by the publisher for each approved sale, lead or other commissionable event.

The Merchant acknowledges that the Affillo override is payable in addition to the publisher commission. Alternative commercial arrangements shall only apply where expressly agreed by Affillo in writing.

8. Commission Funding

The Merchant acknowledges that publisher commissions are funded in advance through a prepaid commission balance maintained with Affillo.

Maintaining sufficient commission funds is essential to ensure publishers receive payments promptly and to maintain confidence in the Merchant's affiliate programme. Affillo reserves the right to determine the minimum commission funding balance required at any time.

9. Payment Method

The Merchant agrees that payments shall normally be collected by GoCardless Direct Debit, or any successor payment provider appointed by Affillo. The Merchant authorises Affillo to collect two separate recurring payments.

9.1 Platform Fee

The first payment covers the Merchant's agreed recurring platform subscription and associated management services.

9.2 Commission Funding

The second payment funds the Merchant's prepaid publisher commission account. Affillo will determine the amount requested based upon factors including:

• Current prepaid balance.
• Historical transaction volumes.
• Publisher activity.
• Commission approval trends.
• Expected future commission liabilities.
• Programme growth.

The Merchant acknowledges that this amount may increase or decrease from month to month depending upon programme performance.

Affillo will use reasonable endeavours to request a single commission funding payment each month. However, where trading activity significantly exceeds expectations, Affillo reserves the right to request additional commission funding at any time in order to maintain sufficient funds for publisher payments.

The Merchant agrees to maintain sufficient cleared funds within the nominated bank account to enable all Direct Debit collections to be honoured.

10. Failed Payments

If any Direct Debit collection or invoice remains unpaid, Affillo reserves the right to:

• Immediately suspend the Merchant account.
• Suspend affiliate tracking.
• Suspend publisher payments.
• Pause all promotional activity.
• Recover any bank administration costs incurred.
• Recover any outstanding balances through legal action where necessary.

Affillo shall not be responsible for any loss of revenue, publisher relationships or programme performance resulting from suspension due to non-payment.

11. Publisher Commissions

The Merchant agrees that valid commissions earned by publishers shall be honoured. Commission approvals must be made honestly and in good faith.

The Merchant shall not intentionally reject valid transactions, manipulate approval rates or otherwise avoid paying commissions properly due. Affillo reserves the right to investigate any unusual approval or rejection activity.

12. Tracking

The Merchant is responsible for ensuring accurate implementation and maintenance of all tracking technologies. Where tracking failures occur, the Merchant agrees to cooperate fully with Affillo in identifying and resolving the issue.

Affillo accepts no responsibility for commissions lost due to incorrect implementation or changes made by the Merchant or third-party developers.

13. Merchant Responsibilities

The Merchant agrees to:

• Operate lawfully.
• Maintain accurate tracking.
• Supply truthful programme information.
• Honour valid commissions.
• Comply with all applicable advertising, marketing and consumer protection laws.
• Promptly respond to reasonable requests made by Affillo in relation to programme management.

14. Fraud and Abuse

The Merchant shall not:

• Submit false transaction data.
• Manipulate tracking.
• Artificially generate commissions.
• Misrepresent sales.
• Operate fraudulent campaigns.
• Deliberately avoid payment of valid commissions.

Affillo reserves the right to investigate any suspected fraudulent activity.

15. Suspension

Affillo may suspend the Merchant account immediately where:

• Payment obligations have not been met.
• Fraud is suspected.
• Tracking is materially inaccurate.
• The Merchant breaches this Agreement.
• Continued operation could expose Affillo, publishers or other users to financial, operational or reputational risk.

Suspension shall not affect the Merchant's obligation to pay any outstanding amounts.

16. Termination by Affillo

Affillo may terminate this Agreement immediately where:

• The Merchant commits a material breach of these Terms.
• Required payments remain outstanding.
• Fraudulent activity is identified.
• The Merchant becomes insolvent or enters administration or liquidation.
• The Merchant's activities are likely to damage the reputation of Affillo or its publishers.

17. Intellectual Property

All software, databases, documentation, reports, trademarks, branding, content and technology used within the Affillo platform remain the exclusive property of Affillo or its licensors. Nothing within this Agreement transfers ownership of any intellectual property rights.

18. Confidentiality

Both parties agree to keep confidential all non-public commercial, technical and financial information obtained during the course of this Agreement. This obligation shall survive termination.

19. Limitation of Liability

To the fullest extent permitted by law, Affillo shall not be liable for:

• Loss of profits.
• Loss of revenue.
• Loss of business opportunities.
• Loss of goodwill.
• Indirect or consequential losses.
• Third-party service interruptions.
• Internet outages.
• Tracking failures caused by systems outside Affillo's reasonable control.

Affillo's total liability under this Agreement shall not exceed the total recurring platform fees paid by the Merchant during the preceding twelve (12) months.

Nothing within these Terms limits liability where such limitation is prohibited by law.

20. Changes to these Terms

Affillo reserves the right to amend these Terms from time to time. Updated versions will be published within the Merchant Dashboard and/or notified by email. Continued use of the platform after such notification constitutes acceptance of the revised Terms.

21. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties agree that the courts of England and Wales shall have exclusive jurisdiction over any dispute arising from or relating to this Agreement.

22. Entire Agreement

These Terms constitute the entire agreement between Affillo and the Merchant relating to use of the Affillo platform and supersede any previous agreements, understandings or representations relating to the subject matter of this Agreement.

23. Acceptance

By creating a Merchant account, the Merchant confirms that they:

• Have read and understood these Terms and Conditions.
• Agree to be legally bound by this Agreement.
• Accept the minimum six-month contractual commitment.
• Agree that termination during the initial six-month period requires payment of all remaining contractual fees due for that period.
• Authorise Affillo to collect payments by GoCardless Direct Debit (or any successor payment provider appointed by Affillo).
• Accept that recurring platform fees and commission funding will normally be collected as separate payments.
• Accept that commission funding amounts may vary based upon programme performance and expected commission liabilities.
• Agree to pay publisher commissions, Affillo override charges and all other fees due under this Agreement.
• Agree to comply with all applicable laws and the policies of the Affillo platform throughout the duration of this Agreement.

By selecting "I Accept" during registration, the Merchant confirms that they have read, understood and accepted these Merchant Terms and Conditions in full.