How to Review an Affiliate Agreement: A Clause-by-Clause Checklist

How to review an affiliate agreement without missing what matters Reviewing an affiliate agreement is about three things: how sales are tracked and attributed to you, when commission is actually earned and paid, and what rules you must follow when promoting the brand. Affiliate agreements are usually offered on the company's standard terms, so the real question for an affiliate is whether the terms are fair, and for a company whether its own terms protect the brand without scaring off good partners. This checklist works from both sides. This is general guidance, not legal advice. Affiliate marketing engages advertising, consumer-protection, tax and data rules that vary by jurisdiction, so have a qualified professional review anything high-value or unusual. ## A fast first pass before you read clause by clause Spend two minutes on these. They set how carefully you read the rest. - How is a sale tracked? Link or code, and how reliable the tracking is.

• What is the attribution window and model? How long after a click a sale still counts, and last-click or first-click.
• What is the commission, and when is it paid? The rate, the base, the payout delay and threshold.
• What can get you terminated? The conduct rules and breach triggers. ## The clause-by-clause checklist 1. Appointment and status. Whether the affiliate is clearly independent and non-exclusive. Red flag: terms that imply exclusivity or agency without saying so. 2. Tracking and attribution. How sales are attributed and the window. Red flag for an affiliate: a short attribution window, a last-click model that lets the company's other channels steal credit, or tracking the company can change at will. Red flag for a company: a long first-click window that pays for sales the affiliate barely influenced. 3. Qualifying sale. What counts and what is excluded. Red flag: broad exclusions, or a definition that lets the company disqualify sales after the fact with little explanation. 4. Commission. The rate, base and whether it recurs. Red flag for an affiliate: commission on "net" defined so narrowly it shrinks the payout, or a rate the company can change unilaterally with no notice. Red flag for a company: recurring commission with no end date. 5. Payment. Calculation period, payout delay, minimum threshold, and reversal rules. Red flag for an affiliate: a high minimum payout that traps your balance, or very long payment terms. Red flag for a company: payout before the refund window closes. 6. Promotion rules. What the affiliate must and must not do. Red flag: rules so vague you cannot tell what breaches them, or rules so strict they ban normal honest promotion. Check the ban on trademark bidding, cookie stuffing and self-referrals. 7. Disclosure and compliance. Whether the affiliate must disclose the paid relationship and follow advertising law. Red flag: no disclosure duty, which exposes both sides to advertising-law breaches. 8. Brand and IP use. The scope of the licence to use the company's name and materials. Red flag: a licence so broad the affiliate could misuse the brand, or so narrow the affiliate cannot promote effectively. 9. Termination. How the agreement ends and what happens to earned commission. Red flag: termination that cancels commission already earned on completed sales, or immediate termination with forfeiture for minor breaches. 10. Liability, indemnity and governing law. Who carries the risk for the affiliate's promotional conduct, and where disputes are heard. Red flag: an uncapped indemnity on the affiliate for things outside its control, or a forum impractical to use. ## Red flags to negotiate or walk away from - Tracking or commission rates the company can change at any time without notice.
• Earned commission forfeited on termination.
• Payout thresholds or payment terms designed to delay or trap your balance.
• No disclosure requirement, leaving both sides exposed on advertising law.
• An uncapped indemnity on the affiliate.
• Promotion rules so vague that breach is in the company's sole discretion. Raise these in writing before signing. Even on standard affiliate terms, serious partners can usually get the worst clauses adjusted. ## How to run this review in ten minutes Read an affiliate agreement in the order that affects your earnings, not top to bottom. 1. Start with tracking and attribution. These decide whether the sales you drive are credited to you at all. A weak tracking or attribution clause undercuts everything else.

2. Then read commission and payment together. Confirm the rate, the base, the payout delay, the minimum threshold and the reversal rules, so you know what you will actually be paid and when.
3. Then read the promotion rules and disclosure duty. These decide what you are allowed to do and what could get you terminated. Make sure they are clear enough to follow.
4. Finally, read termination and indemnity. Confirm earned commission survives termination and that any indemnity on you is capped and limited to your own conduct. Note every clause you would want changed and raise them together. If you run the programme, getting your own standard terms right once means every affiliate signs the same fair agreement. ## A note on jurisdiction Affiliate rules vary by jurisdiction. In India, an affiliate agreement is a contract under the Indian Contract Act, 1872, commissions usually attract GST, and advertising must follow the ASCI code and the Consumer Protection Act, 2019, including rules on misleading ads and endorsements. In the US, affiliates must disclose material connections under advertising guidance, and in the UK, EU, Ireland, Singapore and Australia consumer-protection and disclosure rules differ. Because affiliates often promote across borders, expect to comply with the law of each market you promote in, and treat "varies by jurisdiction" as the honest default rather than assume one rule covers all. ## Where a contract workspace helps Reviewing one affiliate agreement by eye is manageable. The work grows when a programme runs across many affiliates on varying commission, attribution and brand terms, with earned and reversed commissions to track, conduct rules to enforce, and versions that drift as the programme changes. Reviewing an affiliate agreement for its commission, attribution and brand terms, flagging the weak or missing clauses, and tracking earned and reversed commissions across many affiliates can sit in one AI workspace tuned to how your company runs its programme, instead of drifting as the programme changes. Adira is one such workspace. This checklist is enough to review one affiliate agreement well; a workspace is what makes the same review repeatable across every affiliate.