Affiliate agreement
Draft v1.0 — under review. The Arabic text governs; this English text is for convenience only.
English convenience translation
This English text is an unofficial convenience translation. The Arabic text in Part One is the sole governing text. In the event of any discrepancy or conflict in meaning between the two, the Arabic text prevails.
Affiliate Participation Agreement
Recitals and Parties
This Agreement is made on [●] between:
First: [●] Company W.L.L. — a Kuwaiti limited liability company registered with MOCI under commercial licence no. [●] and commercial register no. [●], of [●], Kuwait (the "Company").
Second: [●] — a [natural person / legal person], holder of Civil ID / commercial register no. [●], and of its own registration or licence no. [●] expiring on [●], of [●] (the "Marketer").
Whereas the Marketer carries on an independent marketing activity and holds its own registration and licence; Whereas the Company wishes to purchase marketing services from the Marketer in its own name and for its own account, for resale to merchants contracting with it; Whereas the parties wish to regulate this relationship on an independent-contractor basis;
They have agreed as follows:
Article 1 — Nature of the Relationship: Independent Contractor
1.1 The Marketer is an independent contractor carrying on an independent commercial activity for its own account. No employment relationship arises under this Agreement within the meaning of Private Sector Labour Law No. 6 of 2010, nor any agency, partnership or joint venture.
1.2 Negation of employment elements — the parties expressly acknowledge: (a) No working hours: the Company sets no working times, no minimum activity hours and no place of performance. (b) No exclusivity: the Marketer may work with platforms, agencies and merchants competing with the Company or with any merchant, without restriction and at any time. (c) Own channels and equipment: the Marketer works through its own channels, accounts, equipment, software and at its own expense; the Company supplies none of these. (d) No managerial subordination: the Marketer's working methods are not subject to the Company's supervision or direction; the Company imposes only output specifications, contractual prohibitions and regulatory compliance. (e) No wage or benefits: the Marketer receives no fixed wage, allowance, leave, end-of-service gratuity or insurance, is entered in no employee register, and is remunerated only by commission on an achieved result. (f) Freedom to accept: the Marketer may accept or decline any Program without effect on its relationship with the Company.
1.3 The Marketer bears alone every tax, insurance and licensing obligation the law imposes on its activity.
Article 2 — Eligibility and Declarations
The Marketer represents and warrants, on registration and each renewal, each declaration being a fundamental condition of this Agreement:
2.1 Registration and licence: it holds its own registration and/or licence to carry on marketing, advertising or digital-commerce activity in the State of Kuwait, number [●] expiring [●], has uploaded copies to the Platform, and will notify the Company in writing within five (5) business days of any expiry, cancellation or suspension.
2.2 Residency status: it has accurately declared its status: Kuwaiti national / GCC national / resident on employer-linked residency / other. It acknowledges that performing paid work for a person other than its authorised employer may breach labour and residency legislation, that it alone bears the consequences, and that the Company will issue no Code or Link unless it passes the eligibility gate.
⚠️ Reviewer note (Q-120)
2.3 Public sector: it is not an employee of government, of a body with an attached or independent budget, or of a company in which the public sector holds a controlling interest; or it holds and has uploaded a valid written approval from its employer.
⚠️ Reviewer note (Q-124)
2.4 Identity: it has provided a valid copy of its Civil ID (both sides), or passport for signatories of legal persons, its data are correct, and it will update them before expiry.
2.5 Bank account: the IBAN provided is opened in its own name (or the name of the legal person it represents), and not in the name of another. It acknowledges that the Company will execute no payment to an account whose name does not match the registered Marketer, and that any request to pay a third party is refused at the outset.
2.6 Capacity: it is of full age and capacity, and any legal person it represents is subsisting and its representative duly authorised.
2.7 The untruth of any of these declarations is a material breach entitling the Company to immediate suspension, termination and withholding of unvested amounts, and engages the Marketer's personal responsibility.
Article 3 — Service Purchased and Principal Structure
3.1 The Company purchases marketing services from the Marketer — promotion of merchants' Programs through the Marketer's own channels using the Code, Link or Offer Page — in its own name and for its own account, and resells them within its service to the Merchant.
3.2 The Company pays commission out of its own funds. Its obligation to the Marketer is a debt of the Company, not an obligation to deliver funds owned by a Merchant. The Company holds no amount for the Marketer's account and operates no segregated account for it.
3.3 No direct contractual relationship arises between the Marketer and the Merchant under this Agreement; the Marketer may not claim commission from the Merchant, may not represent or bind the Merchant, and may not represent or bind the Company.
3.4 This contract confers no exclusivity, no territory, no minimum volume and no continuity of any Program.
Article 4 — Commission and Vesting
4.1 The commission type and value are stated in the Program Terms of each Program the Marketer accepts. The default is a fixed amount in Kuwaiti Dinars per validated order; a percentage is permitted where the Program so provides.
4.2 Commission accrues only on a Validated Conversion attributed to the Marketer by an attribution method enabled in the Program.
4.3 Commission is an entitlement conditional upon vesting: no final entitlement arises until the Vesting Period stated in the Program (not less than 14 days, default 21 days) has expired without a documented cancellation, return or reversal. Fulfilment of the condition creates the right; its failure is neither a penalty nor a fine.
4.4 For cash-on-delivery orders the Vesting Period runs from confirmed delivery.
4.5 If the validation window expires without a reasoned, evidenced decline by the Merchant, the Conversion is deemed approved.
4.6 After expiry of the Vesting Period the commission becomes finally due and is neither reversed nor recovered, save in the case of proven fraud or forgery evidenced by document and within thirty (30) days of its discovery.
4.7 The Company bears no obligation to the Marketer for a Conversion not attributed to it owing to the consumer's act, the consumer's device settings, or failure of a third-party system.
Article 5 — Self-Billing and Statements
5.1 Self-billing authorisation: the Marketer expressly authorises the Company to issue in its name and for its account periodic Statements of commissions due to it; these Statements stand in place of its invoices.
5.2 The Marketer issues no separate invoices for these services and makes no claim by invoice, so as to avoid duplication. If any particular regime obliges it to issue an invoice, it shall issue one matching the Statement in number, amount and date, and notify the Company.
5.3 The Statement contains: a sequential number, the period, detail of each Validated Conversion (reference, date, Program, Code, order value, commission), the total, any deductions, the net, the Marketer's identity reference, the last four digits of the IBAN, and the expected payment date.
5.4 Statements issue monthly on day [3] for the preceding month and are available for download in the Marketer's dashboard.
5.5 Force of the Statement: the Statement is deemed correct and final if not objected to within thirty (30) days of being made available, under Article 10.
Article 6 — Payment
6.1 Amounts in the Statement are paid within ten (10) days of its issue, in the monthly payment run.
6.2 Minimum payout: no domestic payment is executed where the net is below KWD 10.000; the balance rolls to the next run until the threshold is reached. On termination the Marketer may request payment of a rolled balance of any amount.
6.3 Payments are executed only through banking channels or licensed payment services providers, in compliance with Article 23 of Decree-Law 10/2026. No payment is made in cash or by non-bank personal transfer, and commission is not paid in any credit, voucher or balance issued by the Company.
6.4 Failed payment: where a payment is returned or cannot be executed (name mismatch, closed account, lapse of the residency linked to the account, incomplete data), the Marketer is notified, shall update its details, and the amount rolls to the next payment run after update and verification. The Company bears neither return charges nor exchange differences arising from the Marketer's incorrect data, which may be deducted from the amount.
6.5 Cross-border payments — where available — are made by international bank transfer, subject to a minimum payout of [●] and deduction of actual transfer charges.
6.6 Payment is guaranteed by the Company as principal, save for the following reserve right: the Company may defer payment of commission on Conversions with a particular Merchant where (a) that Merchant has been adjudicated bankrupt or insolvent or has entered liquidation; or (b) reasoned evidence exists of fraud or manipulation in its order data. Deferral is confined to Conversions connected with that Merchant, for a period not exceeding ninety (90) days, after which the commission is paid unless the Conversion itself is shown to be fictitious or fraudulent. This right may not be extended, nor invoked for a Merchant's non-payment on ordinary commercial grounds.
6.7 The Company charges no interest on rolled or deferred balances.
Article 7 — Prohibited Methods
The following are prohibited and each is a material breach entitling the Company to suspend Codes immediately and reject related Conversions:
7.1 Brand bidding: buying paid advertising on the Merchant's name, mark or domain, or on identical or orthographically similar derivations, or using them in ad copy or the displayed domain, absent written permission in the Program Terms. 7.2 Cookie stuffing, forced redirection, hidden frames, invisible clicks, or any attribution not arising from a deliberate act of the end user. 7.3 Incentivised traffic: cash, in-kind, points or prize-draw entry in exchange for a click or purchase, unless the Program expressly permits it. 7.4 Posting the Code on coupon sites, cashback sites, code aggregators or public groups, without prior written permission. 7.5 Self-purchase: purchasing with the Code for itself, for relatives to the second degree, or through a controlled entity, with intent to generate commission. 7.6 Fake leads: inaccurate, duplicated, machine-generated or non-consented data. 7.7 Misleading claims: as to product, price, availability or results; claiming a medical, financial or professional status or licence not held; or claiming an official relationship with the Merchant beyond being a marketer. 7.8 Unlicensed content: promoting a product or service requiring a special licence the Marketer does not hold (such as medical products, supplements or financial services), or content contrary to public order and morals. 7.9 Unsolicited email or messaging to lists whose owners have not consented. 7.10 Sharing account credentials, or allocating, selling or renting the Code to another.
Article 8 — Mandatory Disclosure and Content
8.1 The Marketer shall include #إعلان or #ad together with the Merchant's name in every promotional post, story, clip or message, in a visible and legible position requiring no "more" tap or other action by the recipient to reveal it, and in the language of the content.
8.2 Content shall state the provider's name, price, an accurate description and a contact channel, consistent with Articles 18 and 19 of Decree-Law 10/2026, and shall not be misleading.
8.3 The Platform appends the tag automatically to templates it generates; this does not relieve the Marketer of verifying its actual appearance after publication.
8.4 The Company may require amendment or removal of non-compliant content within twenty-four (24) hours, failing which the Code and Link are suspended and related Conversions rejected.
8.5 Creative licence: materials supplied by the Merchant or the Company are used solely to promote the Program and for its duration, without material modification altering meaning; the licence ends with the Program or this Agreement.
8.6 Licence in Marketer-produced content: the Marketer grants the Company a non-exclusive, non-sublicensable, royalty-free licence, within the State of Kuwait, for twelve (12) months from publication, to display content it produced for the Program within the Platform, dashboards, performance reports and compliance records only. This licence covers no paid advertising, no material modification, and no use beyond those purposes absent separate written consent.
Article 9 — New-Marketer Throttles
9.1 To limit code leakage and fraud risk, the Company may apply to the Marketer, during the first three (3) months or until validated commissions reach KWD [100.000], whichever is earlier: (a) a maximum of [2] simultaneously active Codes; (b) a maximum of [2] active Programs; (c) manual review of Conversions where the order value exceeds KWD [500.000].
9.2 These throttles are operational, are disclosed in the dashboard, and do not affect any vested commission.
Article 10 — Objections and Disputes
10.1 Any objection to a Statement, Conversion or vesting status shall be raised through the dashboard within thirty (30) days of the Statement being made available or the status being recorded, supported by documents (dated post screenshot, message log, order reference).
10.2 The Company issues a reasoned decision within fifteen (15) business days; the Marketer may request one review within seven (7) days of notification.
10.3 Expiry of the thirty-day period without objection constitutes final acceptance of the Statement's content.
10.4 This contract is governed by the law of the State of Kuwait and the courts of the State of Kuwait have exclusive jurisdiction, without prejudice to the dispute committee under Articles 36 to 38 of Decree-Law 10/2026.
Article 11 — AML and Regulatory Cooperation
11.1 The Marketer shall cooperate in know-your-customer (KYC) procedures and identity and account verification, and update its documents on expiry or change.
11.2 In compliance with Law No. 106 of 2013 on Combating Money Laundering and Financing of Terrorism as amended, the Company may request additional documents or clarification of the source of activity, and may suspend payment temporarily pending their provision.
11.3 The Marketer acknowledges that the Company may be obliged to report a suspicious transaction to the competent authority, and is not obliged to notify it of doing so.
11.4 The Marketer shall not use the Platform for any unlawful purpose or to circumvent licensing, residency or labour rules.
Article 12 — Records and Data
12.1 The Company retains this Agreement with its version and hash, and Code and Link allocations, Conversions, Statements and payments, for not less than five (5) years under Article 23 of Decree-Law 10/2026, and may retain them longer under its policy.
12.2 The Marketer consents to processing of its data for the purposes stated in the Privacy Notice, including eligibility verification, payment and compliance, and to its participation records being made available to the relevant Merchant within the compliance export.
12.3 The Marketer keeps confidential the commercial information of Merchants and the Company to which it has access and uses it only for the Program.
Article 13 — Suspension and Termination
13.1 The Company may suspend immediately the account, Codes or Links on: reasoned suspicion of fraud or manipulation; expiry or cancellation of the Marketer's licence or registration; untruth of a material declaration; breach of Article 7 or 8; or the requirement of a competent authority.
13.2 Otherwise, suspension is preceded by notice and a seven (7) day cure period.
13.3 Either party may terminate on fourteen (14) days' notice without cause.
13.4 Effect of termination on commissions: commissions vested before the effective date are paid in the next payment run. Conversions within their Vesting Period run to the end of that period and are paid if the condition is fulfilled. No commission is paid on a Conversion shown to arise from a breach of Article 7.
13.5 The following survive termination: confidentiality, records, the content licence for its stated duration, objections, and law and jurisdiction.
Article 14 — No Guarantee of Earnings
14.1 The Company guarantees the Marketer no income and no minimum commissions, Conversions or clicks, and no continuity of any Program, Merchant or commission level.
14.2 Any indicative figures or estimators shown on the Platform are non-binding estimates creating no right and no legitimate expectation.
14.3 A Merchant may amend or close its Program under its terms; this does not affect a vested commission or a Conversion whose Vesting Period has begun.
Article 15 — General
15.1 Entire agreement: this Agreement, the Platform Terms of Use, the Program Terms accepted by the Marketer, the Privacy Notice and the Vesting and Adjustment Policy constitute one document.
15.2 No assignment: the Marketer may not assign this Agreement or any Code or Link. The Company may assign to a universal or particular successor on notice.
15.3 Severability: invalidity of a provision does not affect the remainder.
15.4 Notices: notices to the registered telephone number or email address, or through the dashboard, are valid.
15.5 Amendment: effective under Article 14 of the Platform Terms of Use, prospectively only, and not affecting a commission whose Vesting Period has begun.
15.6 Language: this Agreement is made in Arabic; an English translation may be made available for convenience only. In the event of any difference or conflict in meaning between the two texts, the Arabic text alone prevails and is the governing text.
15.7 Electronic acceptance: concluded by clicking the acceptance button coupled with the one-time code sent to the Marketer's telephone, under Law No. 20 of 2014.
Electronic Acceptance Record
| Field | Value | |---|---| | Marketer name | [●] | | Marketer type | [individual / influencer / agency / company / publisher] | | Registration or licence number and expiry | [●] | | Declared residency status | [●] | | Public-sector declaration | [no / approval attached] | | IBAN last four digits and name-match status | [●] | | Version | v1.0-draft | | Document hash | [●] | | Acceptance timestamp (UTC) | [●] | | IP address / OTP verification time | [●] |
End of document 03 — v1.0-draft — 2026-08-23