Referral and affiliate marketing runs on trust and on clear terms, and an affiliate agreement template UK businesses can rely on is what keeps a programme from turning into a series of arguments about who gets paid for what. An affiliate agreement (sometimes a referral-marketing agreement) sets out the deal between a business and the affiliates who promote its products or services in return for commission: what they get paid, when a sale actually "qualifies", how they are and are not allowed to advertise, and the limited licence they get to use the brand. This guide explains what a UK affiliate agreement should cover and how to draft one from vetted clauses in 99 Data Rooms, then send it for signature. It is general information, not legal advice.
The businesses that need this are agencies, sales teams, and any company running a referral or affiliate programme, from a SaaS firm paying for signups to a retailer rewarding introductions. The stakes are practical: without clear terms, disputes over commission and questionable promotional tactics are almost guaranteed, and a business can find its brand used in ways it never sanctioned. A vetted agreement sets the rules once, so the programme scales without the friction. If your affiliate is really doing hands-on delivery work rather than pure promotion, a consultancy agreement may be the better fit, and it is worth being clear which relationship you are actually creating.
What a UK affiliate agreement should cover
The commercial heart of the agreement is commission, and the single most important idea is the qualifying sale. The agreement should define precisely what triggers a commission, a completed and paid order, a subscription that survives a refund window, a verified new customer rather than an existing one, because ambiguity here is where affiliates and businesses fall out. It should set the commission rate or structure, how sales are tracked and attributed, when commission is calculated, and when and how it is paid, including any thresholds and any clawback if a "sale" is later reversed. Being concrete about tracking and qualification is what makes the payment side workable rather than contentious.
The second pillar is advertising standards and brand use. Affiliates are, in effect, marketing on your behalf, so the agreement sets the rules they must follow: honest, non-misleading promotion that complies with UK advertising rules and consumer protection law, clear disclosure that they are an affiliate, and prohibitions on the tactics you will not tolerate, spam, bidding on your trademarks, false claims, or promotion on inappropriate sites. Those standards are not just contractual preference; UK advertising is policed by the Advertising Standards Authority under the CAP Code (see Sources below), and an affiliate's non-compliant advert can become your reputational and regulatory problem. Tied to this is a brand licence: a limited, revocable permission to use your name, logo and marketing assets strictly for promoting you, on your terms, and not otherwise. Getting this right protects both your reputation and your control over how the brand appears in the wild.
A complete affiliate agreement also covers the ordinary but necessary ground: the term and how either side can terminate, confidentiality (where an affiliate will see sensitive plans or figures, back it with a mutual NDA or a one-way NDA), data protection (affiliates often handle customer data, which brings UK GDPR into play), liability, and what happens to pending commission when the relationship ends. It should be clear that affiliates are independent and not employees or agents able to bind the business. As with any of this, it is general information rather than legal advice, and a large or unusual programme is worth a professional review.
There is also a quieter set of terms that stops a programme unravelling later. The agreement should say how commission is reported and reconciled, what statement each side gets, how often, and what the affiliate can do if they think a payment is wrong, because the fastest way to lose good affiliates is a payout process they cannot see into. It should address tax and invoicing honestly: affiliates are responsible for their own tax position, and the agreement should not blur that. And it should keep a clear record of the version each affiliate agreed to, since programmes evolve and you may run several commission structures at once. None of this is glamorous, but it is exactly the detail that lets a referral programme grow from three affiliates to three hundred without turning into a spreadsheet full of disputes.
How to draft one in 99 Data Rooms
In the 99 Data Rooms drafter, the "Legal Drafting" feature, the Affiliate Agreement sits in the "Commercial" cluster of the template library. It builds the document the same dependable way as the rest of the library: the assistant selects vetted England and Wales clauses by ID from your answers and fills the blanks, assembling from a maintained clause library rather than composing wording itself. Vetted clauses, assembled, not AI-invented terms.
You can open the template or describe your programme in plain words, "affiliate agreement, 20% commission on paid first orders, 60-day cookie, standard brand licence", and the assistant asks the questions that shape it: the parties, the commission structure, how sales qualify, the advertising rules and the brand-licence terms. It assembles the draft, including the confidentiality and data-protection clauses, and saves it free to keep. Treat it as a strong, current starting point; it is general information, not legal advice, so a high-value programme deserves a review before you roll it out to affiliates.
From draft to signed, and out to your affiliates
Drafting the affiliate agreement in 99 Data Rooms means the same document flows out to each affiliate through one controlled pipeline instead of being emailed around as an attachment that quietly changes as it goes. Once the draft is ready, you share it as a tracked, revocable link, gated behind a verified email and a one-time code so you know each affiliate is signing their own copy. Page-by-page analytics show whether they have read the terms and how long they spent, useful when you are onboarding affiliates at scale and want to know who has actually engaged, with the honest split between a raw visit and a verified viewer who cleared the gate. When each affiliate is ready, they sign in the browser with an audit certificate; if you want the wider picture of controlled sending, see our guide to the best ways to send a contract securely in the UK.
When they are ready, you send it for signature in the browser. Each affiliate signs without needing an account, you can nudge a slow signer with a reminder, and the executed PDF returns with an audit certificate recording who signed, when, their IP, intent to sign, and a SHA-256 fingerprint, so you have a clean, dated record for every affiliate in the programme. Electronic signatures are admissible for most commercial documents in England and Wales, with exceptions such as deeds, wills, land transfers and lasting powers of attorney (see Sources below), general information, not legal advice. The signed agreement files itself where you can find it, and access is revocable in one click if you remove an affiliate. Drafted, shared, tracked and signed, one document, never leaving your control.
Draft your affiliate agreement for free
Draft an affiliate agreement from vetted England and Wales clauses in 99 Data Rooms, keep the draft, and share or sign it with every affiliate in the same place, with commission, advertising rules and brand licence set out clearly from the start. The free tier is real, not a trial: three rooms, twenty-five active links, forever, no card. Start for free: it is in beta and improving fast, and the path from "let's launch a referral programme" to signed affiliate agreements with an audit trail already runs end to end in one place.
Sources
- UK advertising rules and their enforcement (honest, non-misleading promotion, disclosure of affiliate status): Advertising Standards Authority, https://www.asa.org.uk ; Committee of Advertising Practice (CAP) Code, https://www.cap.org.uk
- Data protection where affiliates handle customer or prospect data: UK GDPR and the Data Protection Act 2018, Information Commissioner's Office, https://ico.org.uk
- Electronic signatures, validity and witnessing of deeds in England and Wales: Law Commission, Electronic execution of documents (2019), https://lawcom.gov.uk/project/electronic-execution-of-documents/ ; HM Land Registry Practice Guide 82, https://www.gov.uk/government/publications/electronic-signatures-accepted-by-hm-land-registry-pg82
What is a qualifying sale in an affiliate agreement?
A qualifying sale is the specific event that earns commission, defined in the agreement, for example a completed and paid order, or a subscription that survives a refund window, from a genuinely new customer. Defining it precisely, along with how sales are tracked and attributed, is what prevents disputes. The vetted template prompts you to set this out clearly.
Can I control how affiliates promote my brand?
Yes, and you should. A well-drafted affiliate agreement sets advertising standards, honest, compliant, non-misleading promotion with proper disclosure, and grants only a limited, revocable brand licence for approved uses. It also prohibits tactics like trademark bidding or spam, and helps keep affiliate adverts within the ASA and CAP Code rules. That is how you keep control of how your brand appears. General information, not legal advice.
Are affiliates employees or agents of my business?
No, a properly drafted affiliate agreement makes clear that affiliates are independent and are not employees or agents able to bind the business. That distinction matters for liability and tax. If a relationship starts to look like something more, take advice; this is general information only.
Do UK affiliate programmes need to worry about data protection?
Often, yes. If affiliates handle customer or prospect data, UK GDPR and the Data Protection Act 2018 come into play, and the agreement should address how data is handled. The vetted template includes data-protection provisions, but a data-heavy programme is worth reviewing with an adviser.
Can affiliates sign the agreement online?
Yes. Once drafted it flows into e-signature inside 99 Data Rooms, so each affiliate signs in the browser and you get an executed PDF with an audit certificate. E-signatures are admissible for most commercial documents in England and Wales, subject to the usual exceptions. General information, not legal advice.