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Affiliate Marketing Program Agreement

Important note about this document

This document is a template. It is made available by Fliz, publisher of the Affilane Service, to Merchant users of the Service to facilitate the formalization of their relationships with their Affiliates. It does not constitute a contract between Fliz and an Affiliate.

The Merchant remains solely responsible for the adoption, adaptation to their particular situation, effective conclusion, and performance of this contract with each of their Affiliates. Fliz does not guarantee the enforceability of this template in any particular case. Review by specialized legal counsel is recommended before any substantial use.

Critical clauses (qualification, independence, joint liability under French influencer law, termination) are commented at the end of the document (§ Legal notice) to allow the Merchant to understand their scope.

Between the undersigned

[MERCHANT NAME], [legal form] with share capital of [●] €, registered office [complete address], registered with the Trade and Companies Register of [city] under number [registration number], EU VAT number [●], represented by [Name, First name] in their capacity as [position], duly authorized for the purposes hereof,

Hereinafter referred to as the "Merchant",

On the one hand,

And

[AFFILIATE NAME OR COMPANY NAME],

  • [For an individual]: [Name, First name], born on [●] in [●], residing at [address], of [●] nationality, operating under [self-employed status registered with [●] under number [●] / any other independent status], EU VAT number [●] where applicable;
  • [For a legal entity]: [name], [legal form] with share capital of [●] €, registered office [address], registered with the Trade and Companies Register of [city] under number [registration number], EU VAT number [●], represented by [Name, First name] in their capacity as [position].

Hereinafter referred to as the "Affiliate",

On the other hand.

The Merchant and the Affiliate are hereinafter referred to individually as a "Party" and collectively as the "Parties".

Preamble

The Merchant publishes and commercializes [description of products/services]. As part of its commercial strategy, the Merchant intends to promote its offers through an affiliate marketing program (hereinafter the "Program").

The Affiliate has audiences, communication channels, and/or digital marketing skills that they can make available independently to promote commercial offers.

The Parties, after free negotiation, have agreed to formalize their relationship under the terms below.

The Parties expressly intend that this contract is analyzed as a brokerage contract for goods and/or services (Articles L.131-1 to L.131-11 of the French Commercial Code), subsidiarily as an innominate contract sui generis (Article 1101 of the French Civil Code). The Parties expressly exclude the qualification of commercial agent contract, mandate, shared-interest mandate, commission agent, employment contract, as well as distribution affiliation, franchise, or commercial concession contracts.

Article 1 — Definitions

For the purposes of this contract:

  • "Program": the affiliate marketing program described in Annex 1, including promoted offers, commission rates, validation conditions, and particular applicable rules.

  • "Affilane Platform" or "Platform": the SaaS platform published by Fliz (SAS, RCS Nice 977 626 118), allowing the Merchant to technically manage their Program and the Affiliate to receive tracking information and commissions due.

  • "Affiliate Link": the unique tracking link assigned to the Affiliate via the Platform, enabling identification of clicks and conversions attributable to them.

  • "Click": any valid click by a user on an Affiliate Link.

  • "Conversion": any contractually defined event (purchase, registration, qualified lead generation) performed by a user and attributed to the Affiliate under the conditions defined in Annex 1.

  • "Commission": the remuneration due to the Affiliate for validated Conversions, calculated in accordance with Annex 1.

  • "Promotional Supports": the channels (website, blog, social media, newsletter, podcast, video content, etc.) used by the Affiliate to promote the Merchant's offers.

Article 2 — Subject Matter

The subject of this contract is to define the conditions under which the Affiliate promotes, as an independent intermediary and for promotional purposes only, the Merchant's commercial offers to a potential clientele, in exchange for performance-based compensation in the form of commissions.

This contract does not confer on the Affiliate any status as representative, agent, mandatory, commission agent, distributor, reseller, or employee of the Merchant. The Affiliate has no power to negotiate, conclude, or sign contracts with the final clientele in the name or on behalf of the Merchant.

Article 3 — Legal Qualification and Exclusions

3.1 Brokerage Contract

The Parties expressly intend that this contract is analyzed as a brokerage contract governed by Articles L.131-1 to L.131-11 of the French Commercial Code, in accordance with established case law (Cass. com. January 27, 2021 No. 18-10.835). Alternatively, it will be qualified as an innominate contract sui generis governed by ordinary contract law.

3.2 Express Exclusion of Commercial Agent Status

The Affiliate expressly acknowledges and accepts that:

(i) they have no power of negotiation of prices, tariffs, discounts, rebates, warranties, or any other contractual conditions of the Merchant's offers;

(ii) they have no signature or engagement power of the Merchant;

(iii) they have no power of representation of the Merchant vis-à-vis the final clientele, nor any apparent or tacit mandate;

(iv) they have no permanent mission to prospect for clientele within the meaning of Article L.134-1 of the French Commercial Code;

(v) they are not assigned any geographical territory, territorial exclusivity, or determined clientele;

(vi) they are not subject to any binding objective, quota, commercial instruction, periodic meeting, or operational reporting.

Consequently, the Parties expressly exclude the application of Articles L.134-1 to L.134-17 of the French Commercial Code. The Affiliate expressly waives the benefit of the compensation indemnity provided for in Article L.134-12 of the French Commercial Code, not having the status of commercial agent. The Parties refer to the CJEU ruling of June 4, 2020 Trendsetteuse (case C-828/18) from which they retain that the qualification of commercial agent presupposes a power of representation that this contract expressly excludes.

3.3 Exclusion of Employment Contract

The Affiliate acts as an independent professional in the context of their own professional activity. They warrant that they are regularly registered, up to date with their tax, social, and reporting obligations, and hold all titles and authorizations necessary for the exercise of their activity.

The Parties expressly exclude any relationship of subordination within the meaning of Article L.1221-1 of the French Labor Code and in particular:

  • the Affiliate freely organizes their activity (hours, location, methods, tools);
  • they freely choose their supports, channels, and content;
  • they are not subject to any instruction, directive, or operational control from the Merchant;
  • they use their own means (equipment, software, premises);
  • they are free to concurrently promote competing offers, subject to transparency and honesty obligations;
  • they retain their own clientele;
  • no geolocation, individual performance rating for disciplinary purposes, or automated task allocation is implemented by the Merchant towards them.

The compensation paid to the Affiliate is exclusively a brokerage commission, independent of time devoted to the activity, and not a salary. No in-kind benefits characteristic of an employment contract are granted (paid leave, seniority, contractual bonuses).

The Parties agree that this contract does not fall within the scope of Directive (EU) 2024/2831 of October 23, 2024 on improving working conditions in platform work, the Affiliate's activity not being "work performed via a digital platform" within the meaning of this directive, but an independent commercial promotion activity. The Parties undertake to review in good faith the provisions of this contract before the French transposition of this directive (December 2, 2026) if necessary.

3.4 Exclusion of Commercial Distribution Contracts

This contract does not entail any qualification as an affiliation, franchise, or commercial concession contract within the meaning of Articles L.341-1 and L.341-2 of the French Commercial Code. The Affiliate does not operate a Merchant trademark, does not resell its products, and does not commit to any distribution exclusivity.

3.5 Mutual Warranty

Each Party indemnifies the other against any claim seeking to reclassify this contract in the qualifications expressly excluded above, insofar as the claim results from the fact or failure of the guaranteeing Party (e.g., erroneous tax declaration by the Affiliate, mentions suggesting representation power, etc.).

Article 4 — Affiliate's Obligations

4.1 Mission

The Affiliate promotes the Merchant's offers via their Promotional Supports by distributing Affiliate Links provided by the Platform. The Affiliate freely chooses promotion techniques, subject to the obligations set out in the following articles.

The Affiliate undertakes to comply with all regulations applicable to their activity, in particular:

  • the French Consumer Code (fair commercial practices, L.121-1 to L.121-5; consumer information; prohibition of misleading practices);
  • the French Intellectual Property Code (no unauthorized use of trademarks, content, protected content);
  • Regulation (EU) 2016/679 (GDPR) and French Law No. 78-17 of January 6, 1978 as amended (processing of personal data of their own audiences);
  • Article 82 of the French Data Protection Act and Article 5.3 of the ePrivacy Directive for any use of cookies or trackers;
  • French Law No. 2023-451 of June 9, 2023 as amended (commercial influence framework, see Article 5);
  • Article L.34-5 of the French Postal and Electronic Communications Code (commercial prospecting);
  • Regulation (EU) 2022/2065 (DSA) where applicable;
  • the French Monetary and Financial Code regarding the prohibition of advertising for non-approved financial products.

4.3 Advertising Transparency

The Affiliate undertakes to clearly indicate the commercial nature of each promotional publication, in accordance with Article 5 of Law 2023-451 and the recommendations of the ARPP, by the apparent and unambiguous mention "Advertising" or "Commercial collaboration" on each content promoting the Merchant's offers.

No content should lead the consumer to believe in a disinterested or personal opinion when it is a commercial promotion. The Affiliate prohibits any misleading process within the meaning of Article L.121-2 of the French Consumer Code.

4.4 Prohibited Behaviors

The Affiliate expressly prohibits:

(a) Tracking manipulation: cookie stuffing; forced cookie dropping before voluntary Click; cookie hijacking; forced clicks; cookie placement before obtaining the consent required by Article 82 of the French Data Protection Act;

(b) Intellectual property infringements: typosquatting (registration of domain names similar to those of the Merchant); unauthorized use of the Merchant's trademarks in domain names, URLs, metadata, or displayed content;

(c) Brand bidding: bidding on the terms included in the list appearing in Annex 2 (list of keywords reserved for the Merchant) in the context of paid search campaigns (Google Ads, Bing Ads, etc.), except with prior written authorization. Compliance with this contractual restriction is lawful, without prejudice to the CJEU Interflora C-323/09 case law of September 22, 2011;

(d) Artificial traffic: use of bots; click farms; generation of fake leads; self-referral; undisclosed incentivized traffic; browser extensions parasitizing cookies or modifying attributions;

(e) Misleading practices: fake reviews (prohibited "in all circumstances" within the meaning of Article L.121-4, 27° and 28° of the French Consumer Code resulting from Directive 2019/2161); false promotional codes; deceptive promises; false urgency; fake scarcity;

(f) Unfair prospecting: emails or SMS sent in violation of Article L.34-5 of the French Postal and Electronic Communications Code; spoofing (Article 226-4-1 of the French Criminal Code); identity theft; spam on social networks;

(g) System infringements: acts contrary to Articles 323-1 et seq. of the French Criminal Code (fraudulent access, maintenance, or alteration of an automated data processing system);

(h) Undisclosed subcontracting: use of sub-affiliates or third parties without prior written notification to the Merchant. The Affiliate remains jointly liable for the fact of persons to whom they entrust all or part of their promotional activity.

Any violation of points (a) to (h) constitutes a serious breach justifying immediate termination at the Affiliate's fault, without prejudice to the sanctions provided in Article 9.

4.5 Content Quality

The Affiliate undertakes to produce professional-quality content, accurate, up-to-date, non-disparaging toward competitors, respectful of people and minorities, and compliant with digital marketing best practices.

The Merchant reserves the right to request the removal or modification of content manifestly contrary to these terms, within a reasonable period of forty-eight (48) hours from notification.

4.6 Tax and Social Autonomy

The Affiliate declares and warrants:

  • to be registered with the competent authorities;
  • to be up to date with their social contributions and reporting obligations;
  • to establish the invoices required to receive Commissions, with the mandatory information of Article L.441-9 of the French Commercial Code, where applicable by self-billing duly mandated;
  • to personally discharge their tax obligations, including VAT, income tax, or corporate tax according to their regime.

The Affiliate indemnifies the Merchant against any claim, adjustment, or sanction based on a failure to register, declare, or pay that would be attributable to them.

4.7 Affiliate Established Outside the EU (Law 2023-451 Art. 9)

When the Affiliate is established outside the European Union, outside the European Economic Area, or outside Switzerland, and their promotional activity targets — even incidentally — an audience in France, they designate in writing upon opening of this contract:

  • a legal representative established in the European Union, authorized to respond to requests from French authorities and to receive notifications;
  • proof of the subscription of a professional liability insurance policy with an insurer established in the European Union.

The corresponding certificates are attached in Annex 3 and kept up to date throughout the duration of the contract.

Article 5 — French Influencer Law 2023-451 and Joint Liability

5.1 Applicability

When the Affiliate's activity falls within the "commercial influence activity by electronic means" within the meaning of Article 1 of French Law No. 2023-451 of June 9, 2023 as amended (hereinafter the "Influencer Law"), the provisions of this article apply mandatorily.

The Affiliate acknowledges that this law has a broad application and does not require any minimum follower threshold: any person mobilizing their notoriety for pecuniary consideration to communicate promotional content to the public is concerned.

5.2 Mandatory Contractual Content (Art. 8 I)

In accordance with Article 8, I of the Influencer Law and Decree No. 2025-1137 of November 28, 2025, when the cumulative annual consideration reaches €1,000 excluding tax per advertiser and promotional objective (applicable January 1, 2026), this contract formalizes at a minimum:

  • the complete identity of the Parties (civil identity, tax residence country, contact details);
  • the nature of the missions entrusted (reproduced in Annex 1);
  • the consideration (cash and, where applicable, in-kind benefits with their quantified value);
  • the rights and obligations of each Party, in particular regarding intellectual property;
  • express submission to French law (see Article 12.1).

In the absence of these mentions, the contract would be null and void.

5.3 Sectoral Prohibitions (Art. 4)

The Affiliate prohibits to promote, in the context of this contract, any good or service falling under the prohibitions of Article 4 of the Influencer Law, in particular:

  • aesthetic surgery and medicine;
  • products and processes with therapeutic aims presented as beneficial to health without validated scientific justification;
  • medical devices and acts, processes, techniques, and methods claiming to treat health;
  • products containing nicotine;
  • unjustified therapeutic abstention, renunciation of care;
  • activities, products, or care methods presented as professional sports without the required approval;
  • sports betting and gambling for minors or without exclusion of minors;
  • professional training contracts financed by the CPF in violation of applicable provisions;
  • crypto-assets not complying with registration/approval obligations (MiCA, Regulation EU 2023/1114);
  • non-domestic animals subject to specific prohibitions.

The Merchant warrants to the Affiliate that the offers listed in Annex 1 do not fall into the prohibited categories.

5.4 Enhanced Transparency (Art. 5)

The Affiliate makes the mention "Advertising" or "Commercial collaboration" appear clearly, legibly, and identifiably on each promotional content throughout its distribution. This mention is positioned at the beginning of the content and not relegated to the end of the description.

Retouched content, AI-added content, or staged content must be signaled according to the applicable legal mentions (e.g., "modified image," "virtual image").

5.5 Joint Liability (Art. 8 III)

The Parties expressly acknowledge that they are jointly and severally liable to third parties for damages caused in the execution of this contract, pursuant to Article 8, III of the Influencer Law.

In their relationships between them, the Parties agree that:

(a) the Merchant definitively bears responsibility for breaches relating to the characteristics of the promoted products or services, their lawfulness, the accuracy of the commercial information provided, and compliance with sectoral prohibitions;

(b) the Affiliate definitively bears responsibility for breaches relating to advertising transparency obligations, mandatory mentions, editorial execution, targeting choices, and compliance with this contract.

In case of joint and several conviction, the Party that has paid the debt has a contributory recourse against the other in the proportions above.

5.6 Criminal Sanctions

The Parties acknowledge that the violation of Articles 4, 5, and 8 of the Influencer Law is sanctioned by:

  • Article L.132-2 of the French Consumer Code: 2 years of imprisonment and €300,000 fine, the amount of the fine being able to be increased to 10% of the average annual turnover, calculated over the last three financial years;
  • the complementary penalties provided (prohibition of activity, posting).

Article 6 — Compensation

6.1 Principles

The Affiliate receives Commissions calculated on Conversions validated by the Merchant under the conditions defined in Annex 1. Compensation is exclusively performance-based: no fixed amount, advance, or guaranteed minimum is due.

6.2 Rates and Basis

Commission rates and calculation basis (per Click, per Conversion, per percentage of cart, in flat amounts, mixed) are defined in Annex 1. The Merchant may adapt rates for the future under the conditions of Article 11 (15-day notice, right to terminate during notice); Conversions prior to entry into force remain governed by the rates applicable on the day of the Click.

6.3 Validation Period (Hold Period)

Commissions are only definitively acquired at the end of a validation period of [30, 60 or 90] days from the date of the Conversion, allowing the Merchant to verify the absence of retraction, refund, dispute, non-payment, or suspicion of fraud. At the end of this period, validated Commissions are brought to payment.

6.4 Cancellation and Clawback

A Commission is deemed not due and is subject, as the case may be, to cancellation before payment, compensation on future payments, or a request for restitution (clawback) in the following cases:

  • retraction by the final client within the legal or contractual period;
  • refund or product return;
  • confirmed non-payment;
  • detected prohibited practice (Article 4.4);
  • breach by the Affiliate of this contract;
  • false, fraudulent, or self-referral order;
  • violation of the Merchant's Code of Conduct (annexed where applicable).

The right to clawback is exercised within a period of 24 months from the Conversion, extended to 5 years in case of manifest fraud (Art. 2224 C. civ.). Undue amounts bear interest at the ECB rate + 10 points from the notification (L.441-10 C. com., applied by analogy).

6.5 Payment Threshold and Schedule

Validated Commissions are paid to the Affiliate when the cumulative amount reaches a minimum threshold of [€50 or €100] per payment period, with a [monthly / bi-monthly] frequency (to be specified in Annex 1).

6.6 Payment Methods

Payment is made via the "Payments" feature of the Affilane Platform, in euros by default, to the bank account (IBAN/BIC) provided by the Affiliate and validated during the KYC onboarding of Stripe Payments Europe Ltd.

The Parties acknowledge that the Affilane Platform acts as a technical provider within the meaning of Article 3, j) of PSD2 (Directive 2015/2366) / 7° of III of Article L.314-1 of the French Monetary and Financial Code. Funds transit exclusively through Stripe, an approved payment service provider.

6.7 VAT and Tax Obligations

  • French taxable Affiliate: invoices the Merchant with French VAT in addition;
  • French Affiliate under basic exemption (L.293 B CGI): mention "VAT not applicable – Art. 293 B CGI";
  • EU legal entity Affiliate with valid EU VAT number: B2B reverse charge (Art. 196 Dir. 2006/112/EC, Art. 283-2 CGI), corresponding mention;
  • Affiliate outside the EU: variable regime depending on place of establishment and tax situation of the Merchant; where applicable, withholding tax Article 182 B CGI with gross-up clause to be defined in Annex 1.

6.8 Self-billing

If the Parties agree on a self-billing arrangement (Art. 289 I 2 CGI and Art. 224 Dir. 2006/112/EC), a prior written mandate is concluded in Annex 4, specifying: sequential numbering, transmission methods, acceptance deadlines, and retention by the Parties.

Article 7 — Intellectual Property

7.1 Merchant's Trademarks and Branding Elements

The Merchant grants to the Affiliate, for the sole duration of this contract and within the sole limit of the promotion of the offers listed in Annex 1, a non-exclusive, non-transferable, and revocable usage license on its trademarks, logos, graphic and visual elements provided via the Platform.

The Affiliate prohibits any use of the Merchant's trademarks in a domain name, URL, social account, or any form of distinctive designation. Use must remain strictly informative and non-deceptive, compliant with the license granted.

7.2 Content Created by the Affiliate

The Affiliate remains the owner of the editorial content they create (articles, videos, photos, podcasts). They grant the Merchant, for the sole duration of the contract, a non-exclusive, free, and worldwide usage license of this content for the sole purposes of republication on the Merchant's own channels, with citation of the source. Beyond that, a specific written agreement is required.

7.3 Tracking Data

Tracking data (clicks, conversions, commissions) is the property of the Merchant with respect to their Program. The Affiliate has access to the data concerning them via the Platform.

Article 8 — Personal Data

8.1 Roles

For the purposes of processing the personal data of the Affiliate's users and final clients:

  • the Affiliate is responsible for the processing they carry out on their own audiences (newsletter, social networks, CRM);
  • the Merchant is responsible for the processing they carry out on the data of final clients who convert via an Affiliate Link;
  • the Merchant and Fliz are joint controllers for the collection and transmission of data via the Tag placed on the Merchant's site (CJEU Fashion ID C-40/17 rationale), outside the scope of this contract.

8.2 Affiliate's Obligations

The Affiliate warrants:

  • to have a valid legal basis (Article 6 GDPR) for any processing of personal data they carry out;
  • to comply with their information obligations (Articles 13-14 GDPR) vis-à-vis their audiences;
  • to collect the required consent (Article 82 French Data Protection Act, Article 5.3 ePrivacy) for any cookie or tracker placed on their own supports;
  • to implement appropriate security measures (Article 32 GDPR);
  • to not transmit any personal data from their audience to the Merchant or to the Affilane Platform, except for express contrary provision in Annex 1 and framing by a separate agreement.

8.3 Cooperation

In case of a request for access/rectification/erasure rights, a security incident, or a control by the data protection authority, each Party cooperates in good faith with the other.

Article 9 — Sanctions in Case of Breach

9.1 Gradation of Sanctions

In case of breach by the Affiliate of these terms:

(a) Warning on a durable medium, with a compliance period of 15 days;

(b) Temporary suspension of the Affiliate Link and/or access to the Program for suspected or established breaches;

(c) Invalidation of Commissions concerned by the breach (without notice when the proof of the breach is documented);

(d) Clawback of Commissions already paid for fraudulent conversions or those tainted by breaches;

(e) Immediate termination for serious breach (Article 4.4) or breach not remedied after 30-day formal notice;

(f) Damages on supporting documents, without prejudice to applicable criminal sanctions.

9.2 Statement of Reasons (DSA Art. 17)

Any decision of suspension, invalidation, or termination is motivated by a written statement specifying:

  • the nature and scope of the measure;
  • the duration, where applicable;
  • the facts and circumstances considered;
  • the origin (automated detection, third-party notification, ex officio investigation);
  • the contractual and/or legal basis;
  • the available remedies (internal complaint mechanism, mediation, competent jurisdiction).

9.3 Internal Complaint Mechanism

The Affiliate may contest a Merchant decision via the address [email@merchant.com] or via the Affilane Platform. The complaint is examined by an employee distinct from the author of the contested decision. Motivated response within a maximum of 6 weeks.

9.4 Mediation

Failing resolution, the Affiliate may refer the matter to the Centre de Médiation et d'Arbitrage de Paris (CMAP) (cmap.fr) or an equivalent mediator.

Article 10 — Liability

10.1 Principle

Each Party is liable for direct, personal, and certain damages it causes to the other Party, under the conditions of ordinary law.

10.2 Exclusions

Expressly excluded are: indirect, intangible, or consequential damages; loss of profit; loss of chance; loss of clientele, turnover, reputation; prejudice resulting from third-party actions.

10.3 Cap

Except for gross negligence, willful misconduct, or invasion of privacy, the Merchant's liability towards the Affiliate, all causes combined, is capped at the total amount of Commissions paid to the Affiliate during the 12 months preceding the triggering event. The Parties acknowledge that this cap reflects a negotiated contractual balance taking into account the non-exclusive, non-binding, and performance-based nature of this contract, in accordance with Article 1170 of the French Civil Code and case law Cass. com. June 29, 2010 No. 09-11.841 (Faurecia II).

10.4 Affiliate's Warranty

The Affiliate warrants the Merchant against any claim, action, condemnation, or cost resulting from:

  • a breach by the Affiliate of these terms;
  • a violation of the law by the Affiliate;
  • an infringement of third-party rights caused by the Affiliate or by their promotional content;
  • a reclassification of the Affiliate's status as employee, commercial agent, or other status not provided for in this contract, insofar as it results from the Affiliate's own behavior.

10.5 Force Majeure

No Party is liable for a failure resulting from a force majeure event within the meaning of Article 1218 of the French Civil Code, including major malfunctions of the Affilane Platform's cloud infrastructure having an effect on the traceability of Conversions.

Article 11 — Duration, Modification, and Termination

11.1 Duration

This contract is concluded for an indeterminate duration from its date of signature [or of electronic acceptance in the Affilane Platform].

11.2 Modification

The Merchant may modify the terms of this contract and its Annexes (in particular commission rates and the list of reserved keywords) with a written notice of 15 days on a durable medium, in accordance with the spirit of the P2B Regulation.

During the notice period, the Affiliate may terminate without penalty. Continued activity after entry into force constitutes acceptance.

No modification is retroactive. Conversions prior to the entry into force of a modification remain governed by the conditions applicable on the day of the Click.

11.3 Ordinary Termination

Each Party may terminate by written notification on a durable medium, with a notice of:

  • 30 days during the first year of collaboration;
  • 60 days between the 2nd and 3rd years;
  • 90 days beyond 3 years of established collaboration.

This graduated notice system aims to comply with the requirements of Article L.442-1 II of the French Commercial Code regarding established commercial relationships and to avoid any sudden termination. The Parties agree that in all cases, the notice shall not exceed 6 months, this ceiling constituting the maximum duration taking into account the non-exclusive and performance-based nature of the relationship (L.442-1 II, 4th paragraph).

11.4 Immediate Termination for Serious Cause

Each Party may terminate immediately, without notice or indemnity, in case of:

  • serious breach (Article 4.4 or Article 5.3);
  • insolvency proceedings opened against the other Party;
  • cessation of activity;
  • damage to image or trademark;
  • prolonged force majeure (> 60 days).

11.5 Effects

Upon termination:

  • access to the Program is closed;
  • Commissions already validated on the date of termination remain due (except serious breach);
  • Commissions relating to Conversions after termination are not due, including for prior Clicks;
  • permanent obligations (confidentiality, intellectual property, prior liability, data protection) survive.

11.6 Indemnity

No Party may claim any end-of-contract indemnity, in particular the compensation indemnity of Article L.134-12 of the French Commercial Code, which the Parties have expressly excluded (Article 3.2). This exclusion is essential and determinative of the Parties' consent.

Article 12 — Governing Law, Jurisdiction, and Final Provisions

12.1 Governing Law

This contract is governed by French law, excluding conflict of laws rules. The provisions of Articles L.441-1 to L.442-10 of the French Commercial Code apply in all cases as overriding mandatory provisions, in accordance with case law Cass. com. July 8, 2020 (Expedia).

12.2 Jurisdiction

Any dispute relating to the formation, performance, interpretation, or resolution of this contract shall be subject to the exclusive jurisdiction of the Commercial Court of Paris, including for summary proceedings, plurality of defendants, or third-party guarantee calls, subject to the mandatory application of Article L.721-3 C. com. and Article 48 of the CPC. Where the Affiliate is a non-merchant individual, the jurisdictional competence is that of the judicial court of their place of residence.

12.3 Non-Assignment

The Affiliate may not assign this contract without prior written consent of the Merchant. The Merchant may assign this contract in the context of a restructuring, merger, or business transfer operation.

12.4 Non-Waiver

The fact that one Party does not avail itself of a breach shall not constitute a waiver.

12.5 Partial Nullity

The nullity of one provision does not affect the validity of others.

12.6 Entire Agreement

This contract, its Annexes, and the Affilane Platform documentation constitute the entire agreement between the Parties.

12.7 Electronic Acceptance

Acceptance of this contract is carried out electronically via the Affilane Platform by ticking a non-pre-ticked box and timestamping the acceptance. The Parties recognize the evidentiary and legal value of this electronic acceptance in accordance with Articles 1366 and 1367 of the French Civil Code.

Annexes

The following Annexes form an integral part of this contract:

  • Annex 1 — Program Description: promoted offers, commission rates, validation conditions, threshold and payment frequency
  • Annex 2 — List of keywords reserved for the Merchant (brand bidding)
  • Annex 3 — Designation of EU representative and insurance certificate (if Affiliate outside the EU)
  • Annex 4 — Self-billing mandate, where applicable
  • Annex 5 — Merchant's Code of Conduct (detailed behaviors, where applicable)

Signatures

Executed in two original copies (or electronic acceptance timestamped via the Affilane Platform)

At [●], on [●]

For the Merchant For the Affiliate [Name, position] [Name, capacity] [Signature] [Signature]

This document is not legal advice and does not substitute for consultation with a lawyer.

1. Clauses not to modify without legal review

The following clauses are the most sensitive and have been drafted to minimize identified risks. Any substantial modification must be subject to review by legal counsel:

  • Article 3 (qualification and exclusions) — these clauses are your main rampart against reclassification as commercial agent (indemnity L.134-12 = 2 years of gross commissions), as disguised salaried employment (retroactive reclassification, social contributions, damages), and as commercial distribution affiliation (L.341-1).

  • Article 5.5 (joint liability) — this clause organizes the distribution of influencer law risk between you and the Affiliate. The joint effect towards third parties is of public policy and cannot be excluded; the internal distribution (5.5 a and b) is however freely modifiable.

  • Article 10.3 (liability cap) — a cap too low risks reclassification as abusive clause (L.442-1 I) or nullity for emptied essential obligation (Faurecia II).

  • Article 11.6 (exclusion of the L.134-12 indemnity) — the clause alone is not enough: your operational practices must materially exclude the status of commercial agent.

2. Execution = clause

A contract excludes salaried employment or commercial agency on paper; case law examines actual execution. In practice, verify:

  • absence of binding directives, quotas, or actionable objectives;
  • effective freedom to promote competitors;
  • absence of geolocation, disciplinary reporting, required periodic reports;
  • compensation exclusively performance-based, never monthly at a fixed rate.

3. Points of vigilance influencer law 2023-451

  • If you work with influencers, keep an up-to-date register of annual consideration per Affiliate: from €1,000 excluding tax / year (decree 2025-1137), the written contract becomes mandatory under penalty of nullity (January 1, 2026).
  • For Affiliates outside EU/EEA/Switzerland targeting the French public, do not engage in any collaboration without having received the EU representation certificate and the professional liability insurance certificate (Article 4.7 and Annex 3). Default may expose to increased joint liability.
  • Sectoral prohibitions (Article 5.3): verify beforehand that your offers do not fall into any prohibited category. Promotion is prohibited even with Affiliate consent.

4. Evidence archiving

Keep for 10 years after the end of the contract:

  • the signed contract (or timestamped electronic acceptance);
  • Annex 1 and its successive modifications (dates, versions);
  • updates of commission rates (with timestamped 15-day notice);
  • suspension/termination decisions (with statement of reasons);
  • invoices or self-invoices;
  • proof of advertising transparency mentions (screenshots of published content).

5. When to review the template

  • With each major evolution of your offer (new sector, new geography);
  • Before the French transposition of Directive 2024/2831 (digital platforms), deadline December 2, 2026;
  • In case of subsequent consolidation of the influencer law ("Influencer Law 2" announced in the parliamentary report of December 2025);
  • After any significant case law on the qualification of commercial agent (monitoring Trendsetteuse and its follow-ups).

Template established in compliance with:

  • French Civil Code (in particular Articles 1101, 1170, 1218, 1366-1367, 2224)
  • French Commercial Code (L.131-1 to L.131-11 brokerage, L.134-1 to L.134-17 commercial agent, L.341-1/L.341-2 distribution affiliation, L.441-1 to L.442-10)
  • French Labor Code (L.1221-1, L.8221-6)
  • French Consumer Code (L.121-1 to L.121-5, L.132-2)
  • French Intellectual Property Code (L.713-2, L.716-9)
  • French Postal and Electronic Communications Code (L.34-5)
  • French Monetary and Financial Code (L.314-1 III 7°)
  • French Criminal Code (226-4-1, 323-1 et seq.)
  • Regulation (EU) 2019/1150 (P2B) — prudential integration
  • Regulation (EU) 2022/2065 (DSA)
  • Regulation (EU) 2016/679 (GDPR)
  • French Law No. 78-17 of January 6, 1978 as amended (Data Protection Act)
  • French Law No. 2023-451 of June 9, 2023 as amended, consolidated by ordinance 2024-978 of November 6, 2024 and decree 2025-1137 of November 28, 2025
  • Directive (EU) 2024/2831 of October 23, 2024 (platform work, transposition December 2, 2026) — prospective exclusion
  • Key case law: Cass. com. January 27, 2021 No. 18-10.835 (business bringer = broker); CJEU June 4, 2020 Trendsetteuse C-828/18 + Cass. com. December 2, 2020 No. 18-20.231 (commercial agent qualification); Cass. soc. March 4, 2020 No. 19-13.316 (Uber); CJEU September 22, 2011 Interflora C-323/09 (brand bidding); Cass. com. June 29, 2010 No. 09-11.841 (Faurecia II); Cass. com. July 8, 2020 (Expedia)
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