Affiliate Marketing Agreement (UK)
AFFILIATE MARKETING AGREEMENT
This Affiliate Marketing Agreement (the "Agreement") is entered into on [Agreement Date] between:
(1) [Merchant Name], of [Merchant Address], website: [Merchant Website] (the "Merchant"); and
(2) [Affiliate Name], of [Affiliate Address] (the "Affiliate").
Together referred to as the "Parties".
APPOINTMENT
1.1 The Merchant hereby appoints the Affiliate on a non-exclusive basis to promote the following products and services (the "Products") through the Affiliate's website at [Affiliate Website] and other approved channels: [Products Description].
1.2 The Affiliate's appointment is limited to the following geographic territory: [Geographic Scope].
1.3 The Affiliate's appointment is as an independent contractor and not as an employee, agent, or partner of the Merchant. The Affiliate has no authority to bind the Merchant to any contract or obligation.
AFFILIATE OBLIGATIONS
2.1 The Affiliate shall: (a) promote the Merchant's Products using only approved tracking links and marketing materials; (b) clearly label all marketing communications as advertisements or sponsored content in accordance with the CAP Code and guidance issued by the Competition and Markets Authority; (c) comply with the Consumer Protection from Unfair Trading Regulations 2008; (d) comply with the Privacy and Electronic Communications Regulations 2003 (PECR) in relation to any email or electronic marketing; (e) comply with the UK GDPR and the Data Protection Act 2018 in relation to any personal data processed in connection with the programme.
2.2 The Affiliate shall not: (a) use the Merchant's brand name or trademarks in any pay-per-click advertising campaign without prior written consent; (b) publish false, misleading, defamatory, or offensive content in connection with the Products; (c) use spam email or any marketing method that violates PECR; (d) engage in cookie stuffing, click fraud, or any other fraudulent activity.
COMMISSION
3.1 In consideration of the Affiliate's promotional activities, the Merchant shall pay the Affiliate a commission calculated on a [Commission Type] basis at a rate of [Commission Rate].
3.2 Commission shall be earned when a qualifying sale or lead is confirmed and payment has been received by the Merchant from the referred customer. Sales attributed to the Affiliate must occur within [Cookie Duration] days of the user clicking the Affiliate's unique tracking link.
3.3 Commission shall be calculated and paid [Payment Frequency], provided that the minimum accrued commission threshold of £[Minimum Payment Threshold] has been reached. Accrued commission below the minimum threshold shall be carried forward to the following payment period.
3.4 Commission shall be clawed back in respect of any sales that are returned, cancelled, or subject to a successful chargeback.
INTELLECTUAL PROPERTY
4.1 The Merchant grants the Affiliate a non-exclusive, non-transferable, revocable licence to use the Merchant's trademarks, logos, and approved marketing materials solely for the purpose of promoting the Products in accordance with this Agreement.
4.2 Ownership of all intellectual property in the Merchant's brand materials remains with the Merchant at all times. The Affiliate acquires no ownership rights in the Merchant's IP.
4.3 The licence granted in clause 4.1 terminates automatically and immediately upon the termination or expiry of this Agreement.
TERM AND TERMINATION
5.1 This Agreement shall commence on [Agreement Date] and shall continue for an initial term of [Agreement Term], unless terminated earlier under clause 5.2 or 5.3.
5.2 Either Party may terminate this Agreement by giving not less than [Notice Period] written notice to the other.
5.3 Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach, becomes insolvent, or engages in fraudulent activity.
5.4 Upon termination: (a) the Affiliate's licence to use the Merchant's IP terminates immediately; (b) the Affiliate shall remove all promotional content referencing the Merchant; and (c) all accrued but unpaid commission that has been validly earned shall be paid in the next scheduled payment run.
GENERAL
6.1 This Agreement is governed by the laws of England and Wales and the Parties submit to the exclusive jurisdiction of the courts of England and Wales.
6.2 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
6.3 This Agreement constitutes the entire agreement between the Parties in relation to its subject matter.
SIGNED by the duly authorised representatives of the Parties:
MERCHANT
Signed: ____________________________
For and on behalf of: [Merchant Name]
Date: ____________________________
AFFILIATE
Signed: ____________________________
For and on behalf of: [Affiliate Name]
Date: ____________________________
Merchant
________________
Signature
Date: ________________
Affiliate
________________
Signature
Date: ________________
What Is a Affiliate Marketing Agreement (UK)?
An Affiliate Marketing Agreement in the United Kingdom sets out what each party will provide, the consideration involved, and the responsibilities they take on for the arrangement, with its requirements set by UK GDPR and the Data Protection Act 2018.
Under an Affiliate Marketing Agreement, the merchant provides the affiliate with unique tracking links, promotional materials, and a commission structure. The affiliate promotes the merchant's products or services through their website, blog, social media channels, email list, or other digital platforms. When a user clicks on the affiliate's tracking link and completes a qualifying action (such as making a purchase or submitting a lead form), the affiliate earns a commission.
In the UK, affiliate marketing relationships are subject to a range of legal and regulatory obligations. The Consumer Protection from Unfair Trading Regulations 2008 and the CAP Code (enforced by the Advertising Standards Authority) require affiliates to clearly disclose their commercial relationship with merchants. Failure to disclose paid promotions as advertising can constitute a misleading commercial practice, which may result in regulatory action by the CMA or ASA and reputational damage to both the affiliate and the merchant.
Data protection is another critical consideration for UK affiliate marketing programmes. Any personal data collected through affiliate tracking, including cookie data and lead information, is subject to the UK GDPR and the Data Protection Act 2018. Email marketing conducted by affiliates must comply with the Privacy and Electronic Communications Regulations 2003 (PECR).
Our UK Affiliate Marketing Agreement template provides a thorough, legally sound framework for affiliate relationships, covering commission structures, payment terms, permitted and prohibited promotional methods, IP licences, regulatory compliance obligations, and termination provisions.
The legal framework governing the Affiliate Marketing Agreement (UK) in United Kingdom draws on several key statutes and regulatory bodies. Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Parties executing a Affiliate Marketing Agreement (UK) in United Kingdom should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies Act 2006 sets the foundational requirements.
When Do You Need a Affiliate Marketing Agreement (UK)?
An Affiliate Marketing Agreement is needed whenever a business wishes to establish a formal affiliate marketing programme or when an individual or business agrees to promote another company's products or services in exchange for a commission.
For merchants, an Affiliate Marketing Agreement is needed before any affiliate is permitted to begin promoting the merchant's brand. Without a written agreement, the merchant has no contractual basis for controlling how the affiliate promotes the brand, no mechanism for withholding commission in cases of non-compliant activity, and no clear agreement about what happens when the relationship ends. A written agreement also helps the merchant manage regulatory compliance risk, since it can set out the specific requirements that affiliates must meet in terms of advertising disclosure, data protection, and prohibited promotional methods.
For affiliates — whether individual content creators, bloggers, comparison websites, cashback platforms, or specialist affiliate networks — a written agreement protects their entitlement to commission by clearly defining the commission structure, the qualifying actions that trigger commission, and the payment terms. Without a written agreement, an affiliate may find that a merchant disputes whether a particular sale qualifies for commission, or changes the commission rate without notice.
An Affiliate Marketing Agreement is also needed when an existing informal affiliate relationship needs to be formalised — for example, when an affiliate programme grows significantly, when new affiliates are onboarded, or when the business is preparing for investment or sale and needs to confirm its commercial arrangements are properly documented.
In the context of influencer marketing, content creators who receive payment or free products in exchange for promotional content should have a written agreement that clearly sets out their obligations under the CAP Code, including the requirement to label commercial content clearly.
Parties in United Kingdom should prepare a Affiliate Marketing Agreement (UK) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Affiliate Marketing Agreement (UK)
A thorough UK Affiliate Marketing Agreement should include the following key elements.
Party details: The full legal names, addresses, and contact details of the merchant and the affiliate, along with the name of any affiliate network through which the relationship is managed.
Appointment and scope: A clear description of the affiliate's appointment, including the products or services to be promoted, the geographic markets in which the affiliate may operate, and whether the appointment is exclusive or non-exclusive.
Commission structure: A detailed definition of the commission payable, including the rate or amount, the qualifying actions that trigger commission, any minimum thresholds, and any product or transaction exclusions.
Tracking and attribution: The mechanism for tracking affiliate referrals and attributing sales or leads to the affiliate, including the cookie duration and the rules for handling last-click vs. multi-touch attribution.
Payment terms: The payment frequency, payment method, reporting obligations, and the procedure for raising and resolving commission disputes.
Permitted and prohibited promotional methods: A clear list of approved promotional channels and methods, together with any restrictions (such as a prohibition on PPC bidding on branded keywords, spam email marketing, or use of misleading claims).
IP licence: A limited licence from the merchant to the affiliate to use the merchant's trademarks and marketing materials, together with a clear statement that ownership remains with the merchant.
Regulatory compliance: Express obligations on the affiliate to comply with the CAP Code, Consumer Protection from Unfair Trading Regulations 2008, UK GDPR, PECR, and any other applicable regulations.
Confidentiality: Obligations on each party to protect the other's confidential information.
Termination and post-termination: The circumstances in which the agreement may be terminated, the notice required, and the consequences of termination including removal of promotional content.
Additional compliance elements for a Affiliate Marketing Agreement (UK) used in United Kingdom include: Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Forms-legal.com provides this template as a starting point for United Kingdom-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Affiliate Marketing Agreement (UK) (United Kingdom) [Legal document template]. Forms Legal. https://forms-legal.com/uk/business/contracts/affiliate-agreement-uk
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author = {{Forms Legal}},
title = {Affiliate Marketing Agreement (UK) (United Kingdom)},
year = {2026},
howpublished = {\url{https://forms-legal.com/uk/business/contracts/affiliate-agreement-uk}},
note = {Free legal document template. Based on Companies Act 2006}
}Frequently Asked Questions
Affiliate marketing in the UK is subject to several overlapping legal and regulatory frameworks. The Advertising Standards Authority (ASA) and the Committee of Advertising Practice (CAP) Code require that all marketing communications, including those published by affiliates, be legal, decent, honest, and truthful. The CAP Code (UK Code of Non-broadcast Advertising and Direct & Promotional Marketing) specifically requires that paid-for promotions be clearly identified as advertisements — failure to disclose a commercial relationship between an affiliate and a merchant can constitute a misleading commercial practice under the Consumer Protection from Unfair Trading Regulations 2008. The Competition and Markets Authority (CMA) has also issued guidance on the disclosure of paid endorsements and affiliate relationships in social media and online content. In addition, any personal data collected or processed in connection with an affiliate marketing programme is subject to the UK GDPR and the Data Protection Act 2018. Affiliates who use email marketing must also comply with the Privacy and Electronic Communications Regulations 2003 (PECR), which prohibit unsolicited direct marketing emails to individuals without prior consent.
Commission structures in affiliate marketing agreements vary widely and should be clearly defined in the agreement to avoid disputes. The most common approaches are: a fixed commission per sale or lead (e.g. £10 for each new customer sign-up); a percentage of the sale value (e.g. 10% of the net invoice value of each qualifying purchase); a tiered commission structure (where the commission rate increases as the affiliate generates more sales); or a cost-per-click (CPC) or cost-per-impression (CPM) model. The agreement should define clearly which transactions qualify for commission (including any minimum order value, geographic restrictions, or product exclusions), when a commission is deemed to have been earned (typically when a qualifying sale is confirmed and payment received), the cookie duration used to attribute sales to the affiliate, and the payment frequency and method. The agreement should also address the treatment of returns, cancellations, and chargebacks — commission on reversed transactions should typically be clawed back. Under the Late Payment of Commercial Debts (Interest) Act 1998, interest may be charged on late commission payments in B2B contracts.
Yes. A UK Affiliate Marketing Agreement can and should include restrictions on the promotional methods that an affiliate is permitted to use. Common restrictions include: prohibiting the use of the merchant's brand name or trademarks in pay-per-click (PPC) advertising campaigns without prior written consent; prohibiting the use of misleading, defamatory, or offensive content; prohibiting the affiliate from bidding on the merchant's branded keywords in search engine advertising; prohibiting spam email marketing or any marketing that does not comply with PECR 2003; requiring the affiliate to clearly label all promotional content as advertising or sponsored content in accordance with the CAP Code and CMA guidance; and restricting the geographic markets in which the affiliate may operate. The merchant can also require that all affiliate marketing materials be pre-approved before use, to protect the merchant's brand and confirm regulatory compliance. Breaches of these restrictions should give the merchant the right to withhold or claw back commission and to terminate the agreement.
An Affiliate Marketing Agreement should carefully address intellectual property rights. The merchant will typically grant the affiliate a non-exclusive, non-transferable, revocable licence to use the merchant's trademarks, logos, product images, and other marketing materials solely for the purpose of promoting the merchant's products or services in accordance with the agreement. The licence should be limited in scope (i.e. restricted to specific approved materials and promotional channels) and should terminate automatically upon the termination of the agreement. The agreement should confirm that ownership of all IP in the merchant's brand materials remains with the merchant at all times. Conversely, the agreement should address who owns content created by the affiliate in connection with the promotional activities — for example, review articles, blog posts, social media content, and videos. Unless the agreement provides otherwise, such content will typically be owned by the affiliate under the Copyright, Designs and Patents Act 1988, but the merchant may wish to obtain a licence to use or republish it.
A UK Affiliate Marketing Agreement can be terminated in several ways. Many agreements provide for termination on relatively short notice — for example, 14 or 30 days' written notice — by either party without cause, which gives the merchant flexibility to manage its affiliate programme. In addition, either party should have the right to terminate immediately for cause, including: material breach of the agreement (for example, use of prohibited promotional methods, generating fraudulent leads, or publishing false or misleading content); insolvency of the other party; or conduct that could damage the other party's reputation. The agreement should specify the consequences of termination: typically, the affiliate's licence to use the merchant's IP terminates immediately, all pending and future commission payments are addressed (unpaid earned commission should normally still be paid), and the affiliate must remove all promotional content featuring the merchant's brand. A non-compete or cooling-off period post-termination may also be appropriate in some circumstances, though such restrictions must be reasonable in scope and duration to be enforceable under English law.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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