An affiliate agreement is the document you reach for when a partner asks why a commission was reversed, why a payment is late, or why their account was closed. If the answer is not written down before the question is asked, every dispute becomes a negotiation. This guide walks through the fourteen clauses a program agreement needs, what each should say, and the mistakes that cause most payout disputes.
This article explains what the clauses are for. Law differs by country, so have a lawyer in your jurisdiction review your final terms before you publish them.
Why the Agreement Matters
Most affiliate disputes are not about fraud; they are about timing and definitions. When does a commission count as earned? How long can it be held? What counts as a reversal? Can a partner bid on your brand name? A clear agreement answers these before money is involved, protects the program from partners who break the rules, and protects good partners from arbitrary decisions — which is what makes serious affiliates willing to join.
The 14 Clauses
1. Agreement. Who the parties are, that joining the program means accepting these terms, and that you may update them with notice. State how partners will be told about changes and when changes take effect.
2. Enrolment. How partners apply and that you may accept or decline any application. Reserve the right to ask how and where the partner will promote you.
3. Commission. The model (CPA, CPS, RevShare or a hybrid), the rate and the currency. If rates differ by product, country or partner tier, say where the current rates are published. The commission models guide explains the options.
4. Attribution. How a conversion is credited to a partner: the tracking method, the cookie or attribution window in days, and what happens when two partners touch the same customer. "Last click within 30 days" is a rule; "fair attribution" is not.
5. Review period and payment. How long commissions are held before they become payable (the hold or review period), the minimum payout threshold, the payment schedule and the payment methods. This is where most late-payment disputes start, so be specific.
6. Reversals. When an earned commission can be taken back: refunds, chargebacks, cancellations, duplicate or fraudulent conversions, and conversions obtained by breaking the promotional rules. Say whether reversals can happen after payment and how they are recovered.
7. Promotional rules. What partners may not do. The usual list: bidding on your brand name in paid search, trademark misuse in domains, spam, incentivised traffic, cookie stuffing, misleading claims, and promotion on sites you do not want associated with your brand. Reference any product claims partners must not make.
8. Intellectual property. A limited licence to use your name, logo and creatives only to promote the program, and only as you supply them. Partners keep their own content; you keep your marks.
9. Independent contractors. The partner is not your employee, agent or joint venturer, cannot make commitments on your behalf, and is responsible for their own taxes.
10. Data protection. How each side handles personal data, especially if partners collect leads or you share conversion data back. Programs with customers in the EU or UK should address GDPR obligations explicitly, including consent for tracking.
11. Term and termination. How either side can end the agreement, with how much notice, and what happens to commissions: typically, commissions properly earned before termination are still paid, unless termination was for a breach of the rules.
12. Liability. Limits on each side's liability and the exclusions (for example, indirect or consequential losses). This is the clause most worth a lawyer's time.
13. Governing law. Which country or state's law applies and where disputes are heard. Without it, an international program invites arguments about jurisdiction before the actual dispute is even discussed.
14. Contact. Where partners send questions, notices and disputes. A named program email is better than a general support address.
Mistakes That Cause Disputes
- A review period shorter than your refund window. If customers can refund for 30 days and you pay commissions after 14, you will be clawing money back from partners constantly.
- Vague reversal grounds. "We may reverse suspicious commissions" invites argument. List the grounds and say what evidence you will share.
- Rules you do not enforce. A promotional rule you ignore for one partner is hard to enforce against the next. Enforce the same way for everyone.
- Terms that do not match your tracking. If the agreement says 45-day attribution and your tracker is set to 30, the tracker wins in practice and the partner is right to complain. Keep the two in step.
Drafting Your Own
The free affiliate agreement generator takes your company details, commission model and rate, currency, cookie window, minimum payout, hold period, payment schedule and governing law, and produces a first draft of all fourteen clauses above. It runs in your browser and sends nothing to us. Use the draft as a starting point, adapt the promotional rules to your brand, then have it reviewed.
Once the terms are set, make the platform enforce them: attribution windows, review periods and payout schedules configured in your tracker, so the agreement and the numbers never disagree.
Generate your agreement