Optimate Partner 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 individual or business taking part in the network as a partner (“you”, “the partner”).

It is a commercial agreement between independent businesses. It does not create employment, a partnership in the legal sense, a joint venture or an agency relationship, and it gives you no authority to make commitments on our behalf or on any brand’s behalf. You decide what to publish, when, and to whom.

2. The documents

Three documents apply to you, and they fit together like this:

• These Partner Terms — the contract between you and us. They change rarely, and section 19 says how.
• The Network Code of Conduct — how you may promote, including the disclosure rules that differ by country. It is part of this agreement, and it changes more often because advertising rules and fraud methods do.
• The brand’s programme terms — the specific rules for each programme you join, shown to you before you apply and in your dashboard afterwards. They can be stricter than this agreement but not looser, and where they conflict with these terms or the Code, these terms and the Code win.

Our Terms of Service and Privacy Policy also apply to your use of Optimate generally.

3. Joining

• You need an Optimate account, and you must be at least 18.
• You must give accurate information about who you are and where you promote, and keep it up to date. Programmes are approved on the basis of what you tell us.
• One account per person or business. Running multiple accounts to apply to the same programme, evade a rejection, or split activity to avoid detection is a breach of this agreement.
• We may decline any application to the network, and a brand may decline any application to its programme, without giving a reason.

4. Programmes

Each programme is a separate relationship. Joining one does not join you to any other, and being removed from one does not remove you from the network unless we say so.

• You either apply to a programme, or accept an invitation from a brand. Either way, the moment you join is the moment you agree to that programme’s terms as well as these.
• When you are approved, we issue you a tracked link and, where the programme offers one, a discount code. Both are personal to you. Do not share, sell or syndicate them.
• A brand may pause or end its programme, change its commission rate for future sales, or remove you from it. Where that affects what you can earn, section 6 and section 18 say how much notice you get.
• You may leave a programme at any time. Commission already earned is not affected by leaving.

5. Our role

Where the programme is Optimate’s own, we are the brand as well as the network, and both sets of obligations are ours.

We do not review or approve a brand’s products, claims or marketing material, and we do not warrant that any of it is accurate or lawful. You remain responsible for what you publish, including anything a brand supplied to you.

Going around the network. If you meet a brand through the network, you may not for 12 months afterwards agree with that brand to move the same promotional activity off the network in order to avoid our fee. This does not stop you doing genuinely separate work for a brand — sponsored content, retainers, campaign fees — which are yours and nothing to do with us.

6. Commission

• Each programme states its commission: a percentage of the sale, a fixed amount per sale, or a fixed amount per qualifying lead, and the currency.
• Unless the programme says otherwise, a percentage commission is calculated on the amount the customer actually paid, excluding tax, delivery and any amount refunded. If the customer used a discount code, commission follows the discounted amount.
• Our fee is not taken out of yours. We charge the brand a network fee — normally 20% — calculated on top of your commission. Your commission is what the programme says it is. Where a rounding fraction falls between the two, it goes to you.
• A brand may change its commission rate for future sales on 30 days’ notice. Sales already tracked keep the rate that applied when they were tracked. Rates are never changed retrospectively.
• Where a programme offers tiers or bonuses, they are stated in that programme’s terms. A tier can only increase what you earn.

7. Attribution

A sale earns commission when our tracking attributes it to you. This is how that works.

• A code beats a click. If a customer used your discount code at checkout, the sale is yours — even if they had clicked someone else’s link first. Typing a code is a deliberate act and we treat it as the strongest signal there is.
• Between links, the first click wins, for the length of the programme’s attribution window. The default window is 30 days; each programme states its own.
• Our records decide. Attribution is determined by our tracking, not by any arrangement between you and a brand, and not by the brand’s own analytics.
• Tracking is not perfect and we do not promise it is. Clicks can be lost to blocked or cleared cookies, browser privacy settings, app browsers, a broken integration on the brand’s site, or a customer buying on a different device. We are not liable for referrals that tracking did not capture. Codes are more robust than links for exactly this reason, and are the method we recommend on social.
• A sale does not qualify if it was your own, was made by a business you control or a member of your household, or was generated in breach of the Code.

8. Validation

When a sale is attributed to you it is recorded as pending and held for that programme’s validation period — 30 days unless the programme states otherwise. The reason for the hold is specific and limited: it is the window in which a customer can return the goods, cancel, or charge the payment back, and paying before it closes would mean recovering money from you afterwards.

• Silence approves. If the brand has not decided a conversion by the end of the validation period, it is automatically approved. A brand cannot hold your commission by simply not looking at it.
• A brand may only decline on these grounds, and must be able to evidence them: the order was cancelled, returned, refunded or charged back; the payment failed or was never made; the lead did not meet the qualifying criteria published in the programme terms; or the conversion was generated in breach of these terms or the Code, including fraud. No other ground counts, and “we are not ready to pay” is not one of them.
• Nothing may be held past 90 days. Whatever the programme says, no conversion stays pending for more than 90 days from the date of the sale. At that point it is approved.
• You can see the status of every conversion in your dashboard, and the reason for any decline.

9. Payment

How and when

• Approved commission becomes payable once we have collected the corresponding amount from the brand. We do not advance our own money to cover a brand that has not paid; section 10 says what happens then. For Optimate’s own programme this step does not apply — approved commission is payable immediately.
• We pay out once your payable balance reaches £20 (or the equivalent in the programme currency). Below that it rolls forward. You can ask us to pay a smaller balance when you close your account.
• Payments are made through Stripe Connect. You will need to complete Stripe’s onboarding, including identity verification, and Stripe’s own terms apply to that account.
• We never hold your money. Funds move from the brand to your Stripe account. We are not a bank, we do not operate a wallet, and your balance with us is a record of what you are owed, not money we are keeping.
• You are responsible for the accuracy of your payout details. We are not liable for a payment sent correctly to details you gave us wrongly.

Currency and conversion

Where a programme pays in a currency other than your payout currency, the conversion is done by Stripe at its rate at the time of payment, and any conversion charge is deducted from the amount converted. We do not add a margin to the exchange rate.

If we have paid you the wrong amount

Check your statements. If you believe you have been underpaid, tell us within 12 months of the payment. After that we are not obliged to investigate or correct it, because the underlying transaction records with the brand may no longer be available. If we have overpaid you, we may recover it by offsetting future commission, and we will tell you before we do.

Late payment

Nothing in this agreement removes your statutory right to interest and recovery costs on a commercial debt that we have collected and failed to pass on to you when due.

10. If a brand does not pay

Commission is collected from the brand and passed to you. If a brand fails to pay, or becomes insolvent, this is what we do.

• We will chase it — through our own process first, and then through debt recovery or legal action where the amount justifies it. We will tell you the position and keep you updated.
• Where we recover only part of what is owed across a programme, the reasonable costs of recovery are taken from the recovered amount and the rest is distributed to the affected partners in proportion to what each is owed. We do not take our network fee ahead of you out of a partial recovery.
• Where the money cannot be recovered, we are not liable to pay it out of our own funds. That is the trade for a network with no joining fee and no minimum spend, and it is why we hold brand deposits or prepayment where a brand’s credit position warrants it.
• If a brand’s insolvency practitioner later claws back a payment we have already passed to you, we may recover that amount from you. We will only do so where we are legally obliged to repay it, and we will show you the demand.

11. Reversals

Commission that has been approved can still be reversed if the underlying sale is refunded, returned or charged back, or if we later establish it was obtained in breach of these terms or the Code. Reversed commission is deducted from your balance, and if your balance is not enough we may offset it against future commission.

Where we withhold or reverse commission because of a breach, the amount withheld is a genuine pre-estimate of the loss caused — the commission itself, plus the network fee charged on it, plus any amount we have to refund the brand. We will tell you what we believe happened and why, and give you a chance to respond before the decision is final, unless doing so would obstruct an investigation into fraud.

We will not reverse commission we cannot reasonably connect to the breach, and we do not reverse commission simply because a brand has changed its mind.

12. How you promote

The rules are in the Network Code of Conduct, which forms part of this agreement. Read it — it is the part of this document set most likely to affect you day to day, and it is where the disclosure rules for your country are.

You are responsible for complying with the advertising, consumer protection, data protection and sector rules that apply where your audience is. Where the rules of two countries differ, meet the stricter one.

13. Your content

You own what you make. Nothing in this agreement gives us or any brand a licence to reuse your posts, images, video or voice in their own advertising, or to use your name, likeness or handle in their marketing material.

If a brand wants to run your content as an ad — whitelisting, boosting from your handle, or reusing it in its own channels — that is a separate deal between you and the brand, and it should be paid for separately. It is not included in commission, and we are not a party to it.

A brand licenses you to use its name, logos and product images for the purpose of promoting it under its programme, and for no other purpose. That licence ends when the partnership does. You must follow any brand guidelines the programme provides.

Our platform, tracking technology, reporting and documentation remain ours. You may use them to run your own promotion and for nothing else.

14. Your status and tax

You take part as a self-employed individual or through your own business. We are not your employer or your client for employment purposes. There is no PAYE, no National Insurance deducted, no holiday pay and no pension. You are responsible for your own taxes on what you earn, and for registering with the relevant authority where you are required to.

Where you are matters

We may require valid tax documentation as a condition of payment, and may hold a payable balance until we have it. We do not give tax advice, and nothing in this section is advice about your position.

Self-billing, if you are VAT registered

Where you are registered for VAT and have given us your registration number, we operate self-billing for your commission. By accepting these terms you agree that:

• we will issue self-billed invoices for all the supplies you make to us under this agreement, and each will be marked SELF BILLING;
• you will not issue your own VAT invoices for those supplies;
• you will accept each self-billed invoice we issue;
• you will tell us immediately if your VAT registration number changes, if you deregister, or if you transfer your business;
• this arrangement runs for 12 months at a time, and we will ask you to confirm it still applies before each renewal;
• we may give a copy of this agreement to HMRC as evidence of the arrangement.

Reporting

Digital platforms are increasingly required to report the identity and earnings of the people who earn through them to tax authorities. Where that applies to us, we will collect the information required — which may include your date of birth, tax identification number and address — report it, and give you a copy of what we reported. We may suspend payments if you do not provide it.

15. Data protection

We are the controller of the information we hold about you — your account, your profile, your performance and your payout details, which Stripe handles. How we use it is set out in our Privacy Policy.

For the information collected when someone clicks your link or uses your code, we act as a processor on the brand’s instructions in relation to that brand’s programme, and as a controller for our own fraud prevention and for the integrity of the network. We treat hashed and pseudonymised identifiers, including derived IP signals used to detect fraud, as personal data.

• Your reporting shows aggregate performance — clicks, conversions, order values and commission. It does not identify the customers you referred, and you must not try to identify them or contact them.
• Any data you see about a brand’s performance is confidential and may only be used to run your own promotion for that brand.
• Where you collect personal data yourself — an email list, a landing page — you are the controller of it and responsible for your own lawful basis, consent and notices.
• Discount codes do not track anyone. A code sets nothing on the buyer’s device and reads nothing from it. Tracked links do use cookies and similar technologies, which is why the brand is responsible for obtaining consent on its own site.

What you can access, and what happens to it after

You can export your own performance and commission data from your dashboard at any time while your account is open, and for 30 days after it closes. We keep transaction records for as long as tax and accounting law requires, currently six years. We do not sell your data, and we do not share your performance data with other partners.

16. How we surface programmes

The marketplace orders programmes primarily by how relevant they are to you — the categories you have said you cover, the platforms you post on, and how well similar partners have performed with that brand. After relevance, we weight programmes that are actively approving partners, that pay their invoices on time, and that have current creative material, because those are the ones you are most likely to earn from.

Nobody can pay us for a higher position in the marketplace. We do not sell placement, and a brand’s commission rate does not raise its ranking. Optimate’s own programme is listed alongside the others on the same basis, and is labelled as ours.

If we ever introduce paid placement, it will be labelled as such and this section will say so before it launches.

17. Complaints

If something has gone wrong — a conversion you think was wrongly declined, a payment that has not arrived, a decision you disagree with — tell us at info@optimatesocial.com. It is free to complain and you do not need to use any particular form.

• We will acknowledge your complaint within 5 business days.
• We aim to give you an answer within 20 business days, and will tell you if something needs longer.
• We will explain the outcome in plain language, including what we looked at and why we reached that view.
• If a complaint is about a brand’s decision rather than ours, we will put it to the brand and tell you what they say.

If we cannot resolve it between us, either of us may suggest mediation before going to court, and we will consider any such suggestion in good faith.

18. Suspension and termination

You leaving

You may leave a programme or the network at any time, by telling us or by closing your account. Commission already approved remains payable, subject to the payout threshold and to section 11.

Us suspending you

We may suspend or restrict your participation where we reasonably believe you are in breach, where we are investigating suspected fraud, or where we are required to by law. We will tell you the reason at the time we do it, or immediately afterwards where telling you first would obstruct a fraud investigation. Suspension pauses new earning; it does not by itself cancel commission already approved.

Us ending it

• We may end this agreement for convenience on 30 days’ written notice, and will give you a reason.
• We may end it immediately where you have committed fraud, breached the Code seriously or repeatedly, or where we are legally required to. We will still tell you why.
• A brand may remove you from its programme; that ends that partnership, not this agreement.

What happens to your balance

We do not forfeit money you have earned. On termination your links and codes stop earning, but commission already approved remains payable to you, subject to section 11 and to any amount we are entitled to withhold because it is connected to a breach.

If your account goes inactive for 12 months and you have a payable balance we cannot pay — because your payout account is incomplete, or the details are wrong — we will write to you twice over that period. If we still cannot pay you, we may close the account. The balance remains owed to you and we will pay it on request. We do not charge inactivity or dormancy fees.

19. Changes

• We will give you at least 30 days’ notice, by email and in the product, before a change to these terms that adds an obligation on you or reduces what you can earn. You can leave in that period if you do not accept it.
• Changes we are legally required to make, and changes needed urgently to deal with fraud, a security problem or an imminent risk, take effect straight away. We will tell you as soon as we can.
• Changes that only clarify existing wording, or that are to your benefit, take effect when published.
• We do not change these terms retrospectively. A change never affects commission already tracked.

We record the version you agreed to. Where a change is material, we will ask you to accept the new version, and tell you what has changed.

20. 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 that:

• 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 total network fee we actually received in respect of commission paid to you in the 12 months before the claim, and (b) £500.
• We are not liable for loss of profit, loss of anticipated commission, loss of business or goodwill, or for any indirect or consequential loss.
• We are not liable for the acts or omissions of a brand, a social platform, a payment provider, or any other third party — including a brand that fails to pay, a platform that removes your content or account, or a brand’s website or checkout being broken.
• The platform is provided as it is. We do not warrant that tracking will record every action, that it will be uninterrupted, or that a brand has integrated it correctly. We do warrant that we will take reasonable care in operating it.

You indemnify us against claims, losses and reasonable costs arising from your breach of this agreement or the Code, from anything you publish, and from your failure to comply with advertising, tax or data protection law. This does not apply to anything caused by our own breach or negligence.

21. General

• Governing law. This agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. If you are a consumer resident elsewhere, this does not take away rights you have under the mandatory law of your own country.
• Assignment. You may not transfer this agreement. We may transfer it as part of a sale or reorganisation of our business, on notice to you.
• Third parties. Nobody other than you and us can enforce this agreement, except that a brand may enforce sections 12, 13 and the Code as against you.
• Severance. If any part is unenforceable, the rest continues.
• Whole agreement. These terms, the Code and the relevant programme terms are the whole agreement about your participation, and replace anything said beforehand.
• Notices. We will contact you at the email on your account. It is your responsibility to keep it current.

22. 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