Optimate Brand Terms

1. Who this is between

This agreement is between Optimate Technologies Ltd (“Optimate”, “we”, “us”), registered in England and Wales under company number 15549018, and you — the business running a programme on the network (“you”, “the brand”).

It is a business-to-business agreement between independent parties. It creates no partnership, joint venture, employment or agency relationship beyond what section 4 describes, and neither of us may make commitments on the other’s behalf.

2. The documents

• These Brand Terms — the contract between you and us.
• The Network Code of Conduct — the promotional rules that bind everyone on the network, including section 12, which binds you.
• Your programme terms — the rules you set for your own programme in the product. They can be stricter than the Code but not looser.
• Our Terms of Service and Privacy Policy for your use of Optimate generally.

3. Your programme

You set, and are responsible for:

• the commission rate and structure — a percentage of sale, a fixed amount per sale, or a fixed amount per qualifying lead;
• the attribution window (30 days by default) and the validation period (30 days by default, and never more than 90 — see section 8);
• the destination URL and the domains on which your programme’s tracking may run;
• any discount offered through partner codes, and whether codes are used at all;
• whether partners are approved automatically or by you, and whether your programme is listed publicly in the marketplace;
• your programme terms, including your position on paid search bidding on your own brand terms — the default is that partners may not.

Everything you publish to partners about your programme must be accurate. If a rate, a window, a qualifying criterion or a product changes, update it — partners make decisions about where to spend their effort based on what you have published.

4. Our role

We provide the platform: tracking, attribution, partner discovery, reporting, and the collection and distribution of commission. We are the network, not a reseller of your products.

In collecting commission from you and passing it to partners, we act as your payment agent — we collect what you owe and remit it on your instruction, and we take our own fee alongside. We do not advance our own money to partners, and we are not a party to any separate agreement you make with a partner.

5. Working with partners

• You decide who joins your programme, unless you have turned on automatic approval. You may reject or remove a partner without giving a reason, provided you do not do so to avoid paying commission already earned.
• You may change your commission rate for future sales on 30 days’ notice to your partners. Sales already tracked keep the rate that applied when they were tracked, and rates are never changed retrospectively.
• Keep your product information, creative material and discount codes current, and tell us promptly if your checkout, domain or codes change — a broken code is a partner earning nothing from work already done.
• No going around the network. If you meet a partner through the network, you may not for 12 months afterwards move the same promotional activity off it in order to avoid our fee. Genuinely separate work — sponsored content, a retainer, a campaign fee — is yours to arrange directly and we take nothing from it.
• You must not require or encourage a partner to promote without disclosing it, and you must not offer an incentive conditional on a review being positive.

6. Fees

For each conversion approved under your programme you owe two amounts:

• The commission, at the rate your programme states, payable to the partner.
• Our network fee — normally 20% of that commission, calculated on top of it and never deducted from the partner’s share.

So a £100 sale at 10% commission costs you £11: £10 to the partner, £1 to us. We charge no joining fee, no monthly platform fee and no minimum spend. Where a rounding fraction falls between the commission and the fee, it goes to the partner.

Our fee rate is fixed for your programme unless we change it on 30 days’ notice. All amounts are exclusive of VAT, which we add where applicable.

7. Tracking

Attribution depends on your integration working. You are responsible for installing and maintaining it correctly, and for telling us promptly if it breaks.

• Fire our conversion signal on every completed order, with the correct order value and currency, and do not fire it on incomplete, test or duplicated orders.
• Keep your tracking keys confidential. Anyone with them can record conversions against your programme, and you are responsible for conversions recorded with your keys.
• Do not strip, block or overwrite our attribution parameters, and do not run anything that reassigns an attributed sale to another channel.
• Tell us before you change your checkout, your domain, your discount code scheme or your ecommerce platform.

Our attribution records are the record of what is owed. If you believe they are wrong, raise it within 12 months and we will investigate. Where an integration failure on your side means sales went untracked, you are not obliged to pay commission on sales we never recorded — but you must fix it, and you must not leave a known fault in place because it suppresses commission.

8. Validation

Every attributed conversion is held for your validation period so you can check it before it becomes payable. That protection is real, and it is also limited.

You may decline a conversion only on these grounds, and only where you can evidence them if asked:

• the order was cancelled, returned, refunded or charged back;
• the payment failed, or was never made;
• a lead did not meet the qualifying criteria published in your programme terms;
• the conversion was generated in breach of these terms, the partner terms or the Code — including fraud, self-referral or artificial traffic;
• the conversion is a duplicate of one already recorded.

You may not decline a conversion because you have changed your mind about the campaign, because the customer was one you think you would have got anyway, because your margin on that order was lower than expected, or in order to defer payment. Declining outside these grounds is a breach of this agreement, and we may reinstate the conversion and tell the partner why.

9. Invoicing and payment

• We invoice you for approved commission plus our network fee, on the cycle shown in your billing settings.
• Invoices are payable within 14 days of issue unless we have agreed otherwise in writing.
• Partners are paid from what we collect from you. We do not advance our own funds. If you do not pay, your partners do not get paid for work they have already done.
• We may require a deposit, prepayment or a funded balance before your programme goes live, or at any point where your payment history or credit position warrants it. We will tell you why.
• If an invoice is overdue we may suspend your programme, and we are entitled to statutory interest and recovery costs on the overdue amount under the Late Payment of Commercial Debts (Interest) Act 1998.
• You may not use the network to accrue unpaid obligations to partners. A programme that keeps generating commission while invoices go unpaid will be suspended.

10. Advertising compliance

You must:

• make sure everything you publish about your products, and everything you give partners to publish, is accurate and substantiated;
• give partners clear guidance on what they may and may not claim, and on any regulated claims in your sector;
• monitor how partners are promoting you, and report anything non-compliant to us and to the partner;
• hold whatever licence or authorisation your sector requires, and not list a programme for products you are not lawfully allowed to advertise;
• comply with section 12 of the Code.

We provide disclosure rules to partners in the Code, automatically append an advertising label to captions published through Optimate, and act on breaches we find or you report. We do not pre-approve partner content, and we do not warrant that any partner complies.

11. Your brand and content

You grant us a non-exclusive licence to use your name, logo, product imagery and programme description for the purpose of running and promoting your programme on the network — to partners, in the marketplace, and in the creative material we generate for partners to use. It ends when your programme does.

You also authorise partners approved to your programme to use that material to promote you under the programme, and for nothing else.

You warrant that you have the right to grant those licences, and that the material does not infringe anyone else’s rights.

Partners keep their own content. Nothing here gives you the right to reuse a partner’s posts, images, video or voice in your own advertising, or to use their name, likeness or handle in your marketing. If you want that, agree it with the partner separately and pay for it separately.

12. Tax

You are the seller of record for every transaction on your own site. You are solely responsible for determining, registering for, collecting and remitting every sales, use, VAT, GST or other transaction tax that arises anywhere in the world from your sales, and for the tax treatment of the commission you pay.

We make no representation about your tax position and give no tax advice. You indemnify us against any tax, interest, penalty, assessment or reasonable cost arising from your own sales or your own tax determinations.

We are not a marketplace facilitator. We do not list or advertise your goods for sale, set their price, take the customer’s payment, or contract with the customer. If that ever changes, we will tell you before it does.

13. Data protection

Each of us complies with the data protection law that applies to it. Our roles are:

• For conversion and attribution data collected on your site — you are the controller and we act as your processor for the purposes of running your programme, on your documented instructions. We are a separate controller of the same data for fraud prevention and network integrity, which we do for our own purposes and cannot do on instruction.
• For your account data and partner account data, we are the controller.
• Our Data Processing Agreement applies to processing we do on your behalf and forms part of this agreement.

Codes avoid the problem entirely. A discount code stores nothing on the buyer’s device and reads nothing from it, so the cookie rules are not engaged at all for a code-attributed sale. Data protection law still applies to the resulting record.

Where we transfer personal data outside the UK, we do so under an appropriate safeguard — an adequacy decision, the UK International Data Transfer Agreement, or the UK Addendum to the EU standard contractual clauses.

14. Confidentiality

Each of us keeps the other’s confidential information confidential and uses it only for this agreement. That includes your commission rates, conversion data and partner list, and our platform, pricing and technical information. It does not cover information that is public, that either of us already had, or that the law requires us to disclose.

We may state publicly that you are a brand on the network, and use your name and logo for that purpose, unless you tell us not to.

15. Suspension and termination

• Either of us may end this agreement on 30 days’ written notice.
• We may suspend or end it immediately where you are in material breach and have not fixed it within 14 days of being asked, where an invoice is seriously overdue, where you become insolvent, or where we are legally required to.
• We may suspend your programme where we reasonably believe it is being used unlawfully, where your tracking is broken in a way that harms partners, or where you are declining conversions outside section 8. We will tell you the reason.

On termination you stop using our tracking and remove our tags from your site, and each of us returns or deletes the other’s confidential information on request. Your data remains exportable for 30 days.

16. Liability

Nothing in this agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited or excluded.

Subject to the two paragraphs above:

• Our total liability to you, for everything arising out of or in connection with this agreement in any 12-month period, is limited to the greater of (a) the network fees you paid us in the 12 months before the claim, and (b) £1,000.
• Neither of us is liable to the other for loss of profit, revenue, anticipated savings, business or goodwill, or for indirect or consequential loss.
• We are not liable for the acts or omissions of partners, social platforms, payment providers or any other third party, nor for a partner’s breach of advertising law.
• The platform is provided as it is. We do not warrant that tracking records every action, that it is uninterrupted, or that any particular level of partner interest or sales will result. We do warrant that we will take reasonable care in operating it.

You indemnify us against claims, losses and reasonable costs arising from your products, your website, your advertising claims, your tax determinations, your failure to obtain cookie consent, and your breach of this agreement or the Code. This does not apply to anything caused by our own breach or negligence.

17. Changes

We will give you at least 30 days’ notice of a change to these terms that adds an obligation on you or increases what you pay, and you may end the agreement in that period. Changes required by law, or needed urgently to deal with fraud or a security problem, take effect immediately. We do not change these terms retrospectively, and a change never affects fees on conversions already tracked.

18. General

• Governing law. The law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
• Assignment. Neither of us may transfer this agreement without the other’s consent, except as part of a sale or reorganisation of our business, on notice.
• Third parties. Nobody other than you and us can enforce this agreement, except that a partner may enforce your obligation to pay commission on conversions approved under your programme.
• Severance. If any part is unenforceable, the rest continues.
• Whole agreement. These terms, the Code, the DPA and your programme terms are the whole agreement between us on this subject.
• Notices. By email to the address on your account. Keep it current.

19. Contact

Optimate Technologies Ltd
Registered in England & Wales, company number 15549018
Registered office: Suite 8 Stapleford Business Hub, 1 Toton Lane, Stapleford, Nottingham, NG9 7JQ
Email: info@optimatesocial.com