Affiliate Terms & Conditions

These Affiliate Programme Terms and Conditions (the "Agreement") govern the relationship between NADdirect, a trading name of NADdirect Ltd ("Company", "we", "us", "our"), and any individual or entity ("Affiliate", "you", "your") who participates in the NADdirect Affiliate Programme (the "Programme").

By completing the affiliate registration form and/or by participating in the Programme, you confirm that you have read, understood, and agree to be bound by this Agreement in its entirety. If you do not accept these terms, you must not register for or participate in the Programme.

This Agreement is effective from the date on which the Company approves your application to join the Programme.
 
1.  Definitions

In this Agreement, the following terms shall have the meanings set out below:

Affiliate An individual or entity approved by the Company to participate in the Programme and to promote NADdirect Products in exchange for Commission.
Affiliate Link A unique trackable URL assigned to the Affiliate by the Company for the purposes of generating Referrals and attributing sales.
Approved Commission Commission that has been validated by the Company following confirmation of a completed, non-refunded sale within the Attribution Window.
Attribution Window The 30-day period commencing from a Referral's first click on an Affiliate Link, during which a completed purchase will be attributed to the Affiliate.
Commission The monetary amount payable to an Affiliate in respect of a Qualifying Sale, calculated as a percentage of the Product Sale Value.
Discount Code A promotional code issued by the Company to an Affiliate in lieu of a cash payout, redeemable against a NADdirect purchase.
Network Commission The additional Commission earned by an Affiliate in respect of Qualifying Sales generated by their Sub-Affiliates.
Platform The affiliate management platform operated by the Company and accessible at https://affiliates.naddirect.com
Product Sale Value The value of Products sold through a Qualifying Sale, excluding applicable taxes, shipping charges, shipping taxes, and gratuities.
Programme The NADdirect Affiliate Programme as described in this Agreement.
Qualifying Sale A completed, non-refunded purchase of NADdirect Products by a Referral made within the Attribution Window and attributable to the Affiliate's unique Affiliate Link.
Referral A prospective customer who accesses the NADdirect website via an Affiliate Link.
Sub-Affiliate An affiliate who has registered for the Programme through an existing Affiliate's unique Network Link and whose sales generate Network Commission for that Affiliate.

 
2.  Programme Participation

2.1  Eligibility
To be eligible to participate in the Programme, you must:
(a) be at least 18 years of age or the age of majority in your jurisdiction, whichever is greater;
(b) complete the affiliate registration form in full, including providing a valid preferred payment method;
(c) read and accept this Agreement at the point of registration;
(d) verify your registered email address; and
(e) receive written confirmation of approval from the Company.

2.2  Application and Approval
Submission of a registration application does not guarantee participation in the Programme. The Company reserves the right to approve or decline any application at its sole discretion, without obligation to provide reasons. Approval is confirmed by email notification from the Company.

2.3  Nature of Relationship
The Affiliate is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, agency, or franchise relationship between the Affiliate and the Company. The Affiliate has no authority to bind the Company contractually or otherwise.

2.4  Account Security
The Affiliate is solely responsible for maintaining the confidentiality of their account credentials. The Company shall not be liable for any loss arising from unauthorised access to an Affiliate's account. The Affiliate must notify the Company immediately upon becoming aware of any actual or suspected unauthorised use of their account.
 
3.  Commission Structure

3.1  Standard Commission Rate
Subject to the terms of this Agreement, the Company shall pay the Affiliate a Commission of 15% of the Product Sale Value in respect of each Qualifying Sale.

3.2  Sub-Affiliate Network Commission
Where an Affiliate introduces a new participant to the Programme via their unique Network Link, and that participant is approved as a Sub-Affiliate, the Affiliate shall be entitled to a Network Commission of 15% of the Product Sale Value of each Qualifying Sale generated by that Sub-Affiliate. The Sub-Affiliate shall simultaneously earn a direct Commission of 5% on their own Qualifying Sales. The combined maximum Commission earnable through the network structure is 20% of the Product Sale Value.

3.3  Commission Exclusions
Commission is calculated on the Product Sale Value only. The following shall be expressly excluded from Commission calculations:
(a) applicable taxes (including VAT and sales tax);
(b) shipping charges;
(c) shipping taxes;
(d) gratuities; and
(e) any discounts, promotional reductions, or voucher codes applied to the order.

3.4  Attribution and Cookie Window
A Qualifying Sale will be attributed to an Affiliate where the Referral completes a purchase within the Attribution Window of 30 days from the date of first click on the Affiliate's unique Affiliate Link. Attribution shall not apply where:
(a) the Referral does not complete a purchase within the Attribution Window;
(b) the Referral subsequently accesses NADdirect via a different affiliate's link prior to completing a purchase;
(c) the Referral clears their browser cookies or uses a private browsing mode; or
(d) the Referral's browser employs technology that prevents cookie tracking.

3.5  Commission Status
Commission shall be assigned one of the following statuses within the Platform:
(a) Pending: the associated sale has been recorded and is under review;
(b) Approved: the sale has been confirmed as a Qualifying Sale and Commission is eligible for payment;
(c) Paid: Commission has been included in a processed payout; or
(d) Denied: Commission has been declined, including where a sale has been refunded or reversed.

3.6  Refunds and Reversals
If a Qualifying Sale is subsequently refunded or reversed for any reason, the associated Commission shall be adjusted, withheld, or reclaimed accordingly. The Company reserves the right to offset any such reversal against future Commission payments.
 
4.  Payouts

4.1  Payout Eligibility
Cash payouts shall be processed by the Company when all of the following conditions are simultaneously satisfied:
(a) the Commission was generated within 30 days of a completed Qualifying Sale;
(b) the Affiliate's total Approved Commission balance equals or exceeds GBP 100 (or the equivalent in EUR where applicable); and
(c) the Affiliate has a valid, confirmed preferred payment method configured in their account on the Platform.

4.2  Discount Code Redemption
As an alternative to cash payout, an Affiliate may elect to redeem their Approved Commission balance -- at any amount, regardless of whether the 100 GBP / EUR  threshold has been met -- as a Discount Code applicable to a NADdirect purchase. Requests for Discount Code redemption must be submitted to the Company at support@nadclinic.com. The Company shall issue the relevant Discount Code within 10 business days of receipt of a valid redemption request. Discount Codes are non-transferable, non-refundable, and may not be exchanged for cash.

4.3  Payment Method
The Affiliate is responsible for ensuring that a valid preferred payment method is maintained in their account at all times. The Company shall not be liable for any delay in processing a payout arising from an absent, incomplete, or invalid payment method. The Affiliate may update their payment method at any time via Dashboard > Settings > Payments.

4.4  Payout Timing
Subject to Clause 4.1, payouts shall be processed on a monthly cycle. The Company reserves the right to withhold any payout pending investigation of suspected fraudulent activity, breach of this Agreement, or any dispute relating to Commission eligibility.

4.5  Currency
Payouts shall be made in GBP or EUR as applicable to the Affiliate's account and preference. The Company shall not be responsible for any currency conversion losses, bank charges, or third-party transaction fees incurred by the Affiliate in connection with receipt of payment.

4.6  Taxes
The Affiliate is solely responsible for declaring and paying any taxes, duties, or levies arising from Commission payments received under this Agreement in accordance with the laws of the jurisdiction in which the Affiliate is resident or operates. The Company shall not provide tax advice and accepts no liability for the Affiliate's tax obligations.
 

5.  Affiliate Obligations

5.1  Permitted Promotional Activity
The Affiliate agrees to promote NADdirect Products only through lawful, ethical, and professional channels, and in a manner consistent with the NADdirect brand guidelines as notified by the Company from time to time. The Affiliate shall use only marketing materials and brand assets approved by and sourced from the Company.

5.2  Prohibited Conduct
The Affiliate must not, without the prior written consent of the Company:
(a) make any representation, warranty, or claim regarding NADdirect Products that is misleading, inaccurate, or not expressly authorised by the Company;
(b) engage in unsolicited email marketing (spam) or any promotional activity that violates applicable data protection or electronic communications laws;
(c) use paid search advertising (including Google Ads, Meta Ads, or equivalent) that bids on NADdirect brand terms or trademarks;
(d) incentivise, manufacture, or artificially inflate clicks, referrals, or sales through fraudulent, automated, or deceptive means;
(e) self-refer or refer members of the same household to generate Commission;
(f) disparage, defame, or bring the Company or its Products into disrepute; or
(g) promote NADdirect Products in any context that is unlawful, offensive, discriminatory, or inconsistent with the Company's values.

5.3  Regulatory and Legal Compliance
The Affiliate is solely responsible for ensuring that all promotional activity complies with applicable laws, regulations, and industry codes in every jurisdiction in which they operate, including (without limitation) laws relating to advertising standards, consumer protection, data protection, and the clear disclosure of affiliate or commercial relationships. Where required by applicable law or regulation (including FCA guidance, ASA codes, or equivalent), the Affiliate must clearly disclose their affiliate relationship with the Company on any content through which an Affiliate Link is distributed.

5.4  Intellectual Property
The Company grants the Affiliate a limited, non-exclusive, non-transferable, revocable licence to use the NADdirect name, logo, and approved brand assets solely for the purpose of performing their obligations under this Agreement. The Affiliate acquires no ownership rights in any intellectual property of the Company. This licence terminates automatically upon termination of this Agreement.
 

6.  Company Rights and Responsibilities

6.1  Platform Operation
The Company shall use reasonable endeavours to maintain the availability and functionality of the Platform. However, the Company does not warrant uninterrupted or error-free access to the Platform and accepts no liability for any loss of Commission or other loss arising from Platform downtime, technical errors, or data inaccuracies.

6.2  Programme Modification
The Company reserves the right to modify, suspend, or terminate the Programme, or to amend the Commission rates, payout thresholds, Attribution Window, or any other Programme terms at any time. The Company shall provide the Affiliate with not less than [14] days' written notice of any material change. Continued participation in the Programme following such notice constitutes acceptance of the amended terms.

6.3  Audit Rights
The Company reserves the right to audit, review, and adjust Commission records at any time. Where the Company identifies fraudulent activity, breach of this Agreement, or technical errors affecting Commission calculations, it may adjust, withhold, or reclaim Commission payments accordingly.
 

7.  Term and Termination

7.1  Term
This Agreement commences on the date of the Company's approval of the Affiliate's application and continues until terminated in accordance with this Clause 7.

7.2  Termination by Either Party
Either party may terminate this Agreement at any time by providing [30] days' written notice to the other party. Notice by the Affiliate shall be submitted to support@nadclinic.com.

7.3  Termination for Cause
The Company may terminate this Agreement with immediate effect, without notice or liability, where:
(a) the Affiliate breaches any provision of this Agreement and, where such breach is capable of remedy, fails to remedy it within 7 days of written notice;
(b) the Affiliate engages in fraudulent, deceptive, or unlawful conduct;
(c) the Affiliate's promotional activities cause reputational harm to the Company; or
(d) the Company is required to do so by applicable law or regulation.

7.4  Effect of Termination
Upon termination of this Agreement:
(a) the Affiliate's access to the Platform shall be deactivated;
(b) the licence granted under Clause 5.4 shall terminate immediately;
(c) the Affiliate must cease all use of NADdirect brand assets and Affiliate Links;
(d) any Approved Commission accrued prior to the effective date of termination shall be paid in accordance with Clause 4, subject to the minimum threshold and other conditions, provided the termination is not for cause under Clause 7.3; and
(e) any Commission in Pending status at the date of termination may be withheld at the Company's discretion pending investigation.
 

8.  Limitation of Liability

8.1  Exclusion of Consequential Loss
To the fullest extent permitted by applicable law, the Company shall not be liable to the Affiliate for any indirect, incidental, special, consequential, or punitive loss or damage, including loss of profit, loss of revenue, loss of data, or loss of anticipated savings, arising out of or in connection with this Agreement or the Programme, whether in contract, tort (including negligence), or otherwise.

8.2  Cap on Liability
The Company's total aggregate liability to the Affiliate under or in connection with this Agreement shall not exceed the total Commission paid or payable to the Affiliate in the 3 months immediately preceding the event giving rise to the claim.

8.3  No Warranty
The Company makes no representation or warranty that the Programme will generate any specific level of traffic, sales, or Commission for the Affiliate. Participation in the Programme is at the Affiliate's own commercial risk.

8.4  Indemnity
The Affiliate agrees to indemnify, defend, and hold harmless the Company and its directors, officers, employees, and agents from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from: (i) the Affiliate's breach of this Agreement; (ii) the Affiliate's promotional activities; or (iii) any third-party claim arising from content published by the Affiliate in connection with the Programme.
 
9.  Data Protection

9.1  Compliance
Each party shall comply with its respective obligations under applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 (and their equivalents in other applicable jurisdictions) in connection with any personal data processed pursuant to this Agreement.

9.2  Affiliate Data
The Company shall process the Affiliate's personal data (including name, email address, and payment details) for the purpose of administering the Programme and processing payouts. Such processing shall be conducted in accordance with the Company's Privacy Policy, available at [INSERT PRIVACY POLICY URL].

9.3  Referral Data
The Affiliate must not collect, store, or process personal data relating to Referrals without appropriate legal basis and in compliance with applicable data protection law. The Affiliate shall not share Referral data with the Company except through the Platform and in accordance with applicable law.
 

10.  General Provisions

10.1  Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute arising out of or in connection with this Agreement, save that the Company may seek injunctive or other equitable relief in any jurisdiction.

10.2  Entire Agreement
This Agreement constitutes the entire agreement between the parties in respect of the Programme and supersedes all prior representations, negotiations, and agreements relating to its subject matter. No variation of this Agreement shall be effective unless made in writing and signed by or on behalf of the Company.

10.3  Severability
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, unenforceable, or unlawful, that provision shall be severed from the remainder of the Agreement, which shall continue in full force and effect.

10.4  Waiver
No failure or delay by the Company in exercising any right or remedy under this Agreement shall operate as a waiver of that right or remedy, nor shall any single or partial exercise preclude any further exercise of the same or any other right.

10.5  Assignment
The Affiliate may not assign, transfer, or sub-contract any of their rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign this Agreement to any successor entity or in connection with a sale, merger, or restructuring of its business.

10.6  Notices
Any notice required to be given under this Agreement shall be in writing and delivered by email. Notices to the Company shall be addressed to support@nadclinic.com. Notices to the Affiliate shall be sent to the email address gistered on the Platform.

10.7  Force Majeure
Neither party shall be in breach of this Agreement or liable for delay in performing, or failure to perform, any of its obligations if such delay or failure results from circumstances beyond that party's reasonable control, including acts of God, pandemic, governmental action, or failure of telecommunications infrastructure.
 

11.  Acceptance

By registering for and participating in the NADdirect Affiliate Programme, the Affiliate confirms that they have read, understood, and agree to be bound by these Terms and Conditions in their entirety.