Affiliate Program Agreement

Why this clause reads as it does

Clause 2.5 sets the minimum age at eighteen, or the local age of majority where you live if that age is higher. It was reviewed and kept as it stood. Setting it at the local age of majority alone was the alternative, and it was not taken: a payout is a payment to a contracting party, and the two tests together mean we are paying somebody who can hold this Agreement both where they live and where we are, rather than only one of the two.

Why this clause reads as it does

Clauses 8.6 to 8.8 make Commission exclusive of GST rather than inclusive of it. Inclusive was the alternative, and it was not taken because it pays a GST-registered New Zealand affiliate less than an unregistered one for exactly the same referral, out of the same published rate, and the rate table cannot show that difference. Exclusive treatment means a GST-registered New Zealand affiliate is paid the Commission and the GST on it. The buyer-created tax invoice is what lets us do that without asking somebody who is not in the business of invoicing to raise an invoice for every payout, and requiring your own tax invoice before we pay was the second alternative, refused for that reason. Clause 8.7 withholds only where a jurisdiction requires it, rather than withholding by default or saying nothing at all, and saying nothing was the third alternative: silence is what leaves us unable to pay lawfully into a country that requires deduction at source. This is the part of this Agreement whose treatment varies most from country to country. It states how we pay you and it does not state how that payment is taxed where you live, and clause 8.8 leaves that to you and to your own adviser.

Why this clause reads as it does

Clause 8.4 expires a dormant balance twelve months after an Affiliate Account last earned or was paid, and only after we have written to you and left ninety days to act. Holding a dormant balance for as long as the program exists was the alternative, and it is what this clause said before. It was not taken because clauses 8.2 and 8.3 leave a balance below the payout minimum unreachable by the affiliate as well as by us, so "held forever" describes an account nobody can close rather than a balance anybody can collect. Expiry without notice was the other alternative and it was refused outright: it forfeits earned money silently. Three things make this a deadline rather than a forfeiture: the notice, the right to be paid below the payout minimum inside those ninety days, and the rule that a balance you have asked for in writing does not expire.

Why this clause reads as it does

Clause 11.2 fixes your rate at the moment you introduce somebody, not at the moment they qualify. Fixing it at qualification was the alternative, and it is what this Agreement said before: a rate change would then have reached a click already made and a customer already signed up but still inside the qualifying period, which is the money an affiliate has already spent to earn. This is the clause an affiliate planning a campaign reads hardest, and the attribution window was already fixed at the click by clause 3.2, so fixing the rate at the same moment makes one rule out of two. It is stated for the Commission rate. The customer discount, the qualifying period and the payout minimum continue to take effect when they are published, under clause 11.1.

Why this clause reads as it does

Clause 11.3 gives thirty days of notice before a material change to this Agreement takes effect. Notice with no period named was the alternative, and it is what this clause said before; a shorter period was the other. Thirty days is the period the customer Terms of Service give for the same thing (clause 20.1), and it is used here so that somebody holding both a customer Account and an Affiliate Account is not tracking two different notice periods for the same kind of change.

Why this clause reads as it does

Clause 12.2 names thirty days for an ending for convenience and immediate for an ending for breach. Naming no period at all was the alternative, and it is what this clause did before: it is the one thing an affiliate cannot plan around, because a campaign booked eight weeks out is a commitment made against an arrangement that could otherwise end tomorrow. Shorter periods are common in affiliate programs and were the other alternative. Thirty days is the period this Agreement already uses in clause 11.3, and clause 12.4 pays the balance out either way.

Why this clause reads as it does

Clauses 12.4 and 12.5 pay Commission where you leave or where we end your participation for convenience, and forfeit it where we end your participation for breach or for fraud. Paying in every case was the alternative, and it is what these clauses did before. Forfeiture was taken because Commission on a Referral obtained by fraud is money the program never owed, and because an affiliate who keeps the earnings of a breach has been charged nothing for it. The cost of taking it is real and it is the reason the clause is drawn narrowly: forfeiture follows a termination under clause 12.2 rather than any breach, so a breach we have not acted on takes nothing, and clause 15 puts mediation between you and the loss of a balance.

Why this clause reads as it does

Clause 13.2 caps our liability at the greater of one hundred New Zealand dollars and the Commission paid to you in the twelve months before the claim, as one aggregate that does not reset. The cap follows the customer Terms of Service, which cap at the Fees the customer paid us (clause 16.2), but an affiliate pays us nothing, so that cap without a floor is a cap of zero for an affiliate who has not been paid yet, and that is the affiliate most likely to have something to complain about. A cap with no floor was the alternative, and it is what this clause said before. A cap resetting every rolling twelve months was the second alternative: it was not taken because a cap that resets has no ceiling at all across an arrangement that renews itself indefinitely. The floor is written into this Agreement as words rather than read from the live program like every other figure on this page, because it is a term of this contract and not a setting of the program: a limit we could lower by editing our own database would not be a limit.

Why this clause reads as it does

Clauses 15.1 to 15.3 keep New Zealand law, make the New Zealand courts non-exclusive, and put Resolution Institute mediation before a proceeding. An exclusive New Zealand forum was the alternative, and it is what these clauses said before and what the customer Terms of Service use (clause 19). It was not taken because an affiliate is a counterparty in any country and is often an individual, several jurisdictions will not enforce an exclusive foreign forum against one, and a clause read down as a whole leaves us worse off than a clause that gave that ground away on purpose. New Zealand law was kept rather than made to follow the affiliate: one governing law and sixteen possible forums is a document we can still write, while sixteen governing laws is not. Mediation is the same first step the customer Terms take, and where the parties are in different countries it is usually the only step that makes a small claim worth bringing at all.