Reviewing an affiliate agreement

An affiliate agreement pays for results: a commission on sales or leads that the affiliate's links generate, measured by the advertiser's or the network's tracking. The terms decide what counts as a sale, how long a click earns credit, what the advertiser can reverse, what the affiliate may not do to generate traffic, and how commissions are lost when the relationship ends. I review the agreement from whichever side instructs me and return it marked up with a written explanation of the changes, for a fixed fee of £495 in three working days.

Who this is for

Publishers, content sites, comparison sites, creators and email marketers in England and Wales joining an advertiser's affiliate programme, and advertisers and retailers setting one up or reviewing a network's terms. Both parties are businesses; consumer protection and privacy law govern the tracking and the advertising the affiliate places in front of the public.

What to look for in an affiliate agreement

What earns commission and how it is attributed

The agreement should define the qualifying action (sale, lead, subscription, app install), the commission rate by product or category, the cookie or attribution window, the rule where more than one affiliate touched the customer, and whether returning customers count. The review checks that the advertiser's tracking is the sole record only if the affiliate can see reports, that the advertiser cannot change rates or attribution rules without notice, and that a technical failure of tracking is dealt with by a reasonable estimate rather than by no commission.

Reversals, clawback and payment

Advertisers reverse commission on cancelled orders, returns, fraud and unpaid invoices, and hold commission for a validation period. The review asks for reversal grounds to be listed and evidenced, for the validation period to be fixed, for commission to be paid within a stated period after validation with a low minimum payout, and for the advertiser to have no right to withhold earned commission for breaches unrelated to the sales in question. The Late Payment of Commercial Debts (Interest) Act 1998 applies to commission the advertiser pays late.

Tracking, cookies and the visitor's consent

Affiliate tracking places cookies or similar identifiers on the visitor's device, which needs the visitor's consent under regulation 6 of the Privacy and Electronic Communications (EC Directive) Regulations 2003 unless the cookie is strictly necessary, and the affiliate and the advertiser each process personal data under the UK GDPR and the Data Protection Act 2018. The review checks whose consent mechanism applies, who is controller of the tracking data, and whether the agreement makes the affiliate responsible for consent on the advertiser's site or the reverse. Where the affiliate markets by email, regulation 22 requires consent or the soft opt-in.

Promotional restrictions, brand bidding and coupon sites

Advertisers prohibit bidding on their trade marks in paid search, using their marks in domain names, unauthorised coupon codes, incentivised traffic, cookie stuffing and adware, and the review checks that the list is specific, that the affiliate's own brand terms are permitted, and that a breach leads to notice and correction before commission is forfeited. Bidding on a registered mark can amount to infringement under section 10 of the Trade Marks Act 1994 where it causes confusion as to origin, and use of the advertiser's marks in the affiliate's content should be licensed under section 28.

Disclosure and the affiliate's own advertising

An affiliate link is paid promotion, and content that recommends a product in return for commission must make that clear: paragraph 12 of Schedule 20 to the Digital Markets, Competition and Consumers Act 2024 bans using editorial content to promote a product where a trader has paid without disclosure, and the CAP Code requires affiliate content to be labelled as advertising. The review checks that the agreement allocates that responsibility, that the affiliate may only make claims the advertiser has substantiated, and that fake reviews and undisclosed testimonials, banned under paragraph 13, are prohibited on both sides.

Termination, programme changes and unpaid commission

Affiliate terms let the advertiser change the programme or terminate at any time, and terminate the affiliate without notice for a suspected breach. The review asks for notice of rate and rule changes, for termination without cause on notice, for commission earned before termination and during the attribution window to be paid, and for the affiliate's links to keep tracking until the notice period ends. Where the agreement is through a network, the review checks the network's own terms and the order of precedence between them and the advertiser's programme terms.

What it costs

Standard review, £495. Marked-up document and a written explanation of the changes. Three working days.

Buying online forms the engagement on payment. The scope is what the contract review page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

The advertiser reversed half our commissions with no explanation. Can it do that?

Only on the grounds the agreement allows, and advertiser terms allow a wide range. The review asks for reversal grounds to be listed, for each reversal to be evidenced on request, and for a validation period after which commission cannot be reversed except for fraud.

Can we bid on the advertiser's brand name in search ads?

Not if the agreement prohibits it, and it will. Beyond the contract, bidding on a registered mark can infringe it where the advertisement confuses users about who is selling. The review checks the restriction and asks for your own brand and generic terms to be expressly permitted.

Do we have to label affiliate links as advertising?

You do. Content that promotes a product for commission is paid promotion and the law and the CAP Code require it to be identifiable as such. The review checks that the agreement sets out the wording and placement the advertiser expects, so that both sides are working to the same standard.

Related guidance and services

• Contract review, £495, the service this page describes
• Terms and conditions drafting, £995
• Data protection agreements and privacy terms, £795
• Reviewing an influencer agreement from a brand
• Reviewing a referral or introducer agreement

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.