LoyaFlowLoyaFlow

LoyaFlow Affiliate Agreement

This Affiliate Agreement (the "Agreement") is entered into between:

  • Abdelfattah el Alouani, sole proprietor, Wülflingerstrasse 165, 8408 Winterthur, Switzerland (commercial-register registration pending — UID/CHE to be added upon registration), operating the LoyaFlow platform ("LoyaFlow", "we", "us"); and
  • the person or business accepting this Agreement through the LoyaFlow affiliate sign-up (the "Affiliate", "you").

It is incorporated into and governed by the LoyaFlow Terms of Service. In case of conflict on affiliate-programme matters, this Agreement prevails over the Terms of Service; data-protection matters are governed by the Platform Privacy Notice.

1. Nature of the relationship

1.1 The Affiliate is an independent contractor acting as a referral partner (finder). Its role is limited to making LoyaFlow known to potential Merchants and referring them through its referral code or link. The Affiliate does not negotiate, conclude or perform contracts with Merchants, does not represent LoyaFlow towards them, is not integrated into LoyaFlow's sales organisation, has no territory, exclusivity, targets or reporting duties, and is remunerated only on success (Section 3). Nothing in this Agreement creates an employment, commercial-agency (Art. 418a ff. Swiss Code of Obligations), partnership, joint-venture or franchise relationship. The Affiliate has no authority to bind, represent or make commitments on behalf of LoyaFlow, to set prices, or to enter into contracts with customers on LoyaFlow's behalf.

1.2 The Affiliate acts on its own account and at its own expense and risk, is responsible for its own tools, costs and personnel, and bears its own taxes and social contributions (Section 5.6).

1.3 The affiliate programme is offered to affiliates acting in a business or professional capacity. By accepting this Agreement the Affiliate confirms it does not participate as a consumer. If, notwithstanding this confirmation, an Affiliate qualifies as a consumer under the law applicable to it, nothing in this Agreement limits the mandatory consumer-protection rights that cannot be excluded under that law (see also Section 10).

1.4 Eligibility and sanctions. The Affiliate confirms that it is at least 18 years old (or the age of majority in its jurisdiction) and has full legal capacity to contract; that it is not located in, and does not promote LoyaFlow from or into, a country or territory subject to Swiss (SECO), EU, UN or US sanctions or embargoes; and that neither it nor any person acting for it is listed on an applicable sanctions or export-control list. LoyaFlow may decline, suspend or terminate participation, and withhold payment, where these conditions are not met or where payment would breach applicable sanctions law.

2. Appointment and permitted promotion

2.1 LoyaFlow appoints the Affiliate on a non-exclusive basis to promote the LoyaFlow platform to potential business customers ("Merchants") and to refer them using the Affiliate's unique referral code and/or referral link made available in the affiliate portal.

2.2 The Affiliate may promote LoyaFlow through its own lawful channels (website, blog, newsletter, social media, communities, direct professional recommendation). The Affiliate is free to choose its methods within the limits of Section 4 (prohibited practices).

2.3 LoyaFlow grants the Affiliate a limited, non-exclusive, non-transferable, revocable licence to use the LoyaFlow name and approved logos solely to promote LoyaFlow honestly during the term. All goodwill from such use accrues to LoyaFlow. The Affiliate must not alter the marks, imply endorsement beyond an affiliate relationship, or register any confusingly similar name, domain or handle.

2.4 Personal to the Affiliate. The affiliate account, referral code(s) and link are personal to the Affiliate and may not be sold, lent, sub-licensed, assigned or otherwise transferred to a third party, nor used to build a sub-affiliate network, without LoyaFlow's prior written consent.

3. Commission

3.1 Rate. LoyaFlow pays the Affiliate a commission equal to the percentage stated in the Affiliate's account (and confirmed in the approval notification). The default rate is 25% unless a different rate is shown for the Affiliate's code. LoyaFlow may set or adjust an individual Affiliate's rate; adjustments apply prospectively to conversions occurring after the change (Section 8.2).

3.2 What it applies to (recurring, 12 months). Commission is earned on the subscription payments actually collected from a Merchant who was validly referred by the Affiliate (Section 3.4), on the first payment and on each renewal for twelve (12) months from that Merchant's first paid conversion. After the 12-month window, no further commission accrues for that Merchant, even if the Merchant remains subscribed.

3.3 Calculated on net revenue. Commission is calculated on the net subscription amount actually received by LoyaFlow — excluding VAT and any other taxes, discounts, coupons, refunds, chargebacks and payment-processor/Merchant-of-Record fees. LoyaFlow sells through Paddle as Merchant of Record; the reference figure is the net amount attributable to the subscription after Paddle's deductions and any buyer discount (including any discount granted through the Affiliate's own promotional code).

3.4 Attribution. A referral is valid only where the Merchant enters the Affiliate's referral code, or arrives through the Affiliate's referral link, at the time it registers its LoyaFlow account (the code is captured at sign-up, not later), and no other affiliate's later attribution applies (last-click attribution). A referral code that the Affiliate has previously used and replaced (Section 2.1, code history in the portal) remains attributed to the Affiliate. Commission accrues only on genuine, arm's-length subscriptions by third-party Merchants. Self-referral is not permitted: the Affiliate may not earn commission on its own subscriptions, those of entities it controls or is controlled by, or subscriptions it funds or arranges to obtain commission.

3.5 No commission is due on: trials that never convert to a paid subscription; amounts refunded, reversed or charged back; subscriptions obtained in breach of this Agreement; or periods after this Agreement or the Affiliate's participation ends (Section 7).

4. Prohibited practices

The Affiliate must not:

  • (a) send spam or unsolicited bulk email/SMS/messages, or promote LoyaFlow in any way that breaches anti-spam, telemarketing or electronic-communications law;
  • (b) make false, misleading or exaggerated claims about LoyaFlow, its features, pricing or results, or offer unauthorised guarantees;
  • (c) bid on LoyaFlow trademarks or brand terms (or close variants/typos) in paid search, or use LoyaFlow's name in ad copy or domains in a way that suggests it is an official LoyaFlow site;
  • (d) engage in cookie stuffing, forced clicks, iframe tricks, malware, bots, fake traffic, or any manipulation of tracking or attribution;
  • (e) offer unauthorised cash rebates or incentives to induce sign-ups, or engage in self-referral (Section 3.4);
  • (f) promote LoyaFlow on sites or channels that are unlawful, infringing, adult, hateful, or otherwise inappropriate; or
  • (g) misrepresent or conceal the affiliate relationship. The Affiliate must disclose prominently that it earns a commission — in the language of its audience, at or immediately next to the promotional content or link itself, before the reader clicks (a generic footer or profile disclaimer, a hashtag alone, or a notice hidden behind "read more" is not sufficient) — and must comply with the advertising, unfair-competition and influencer-marketing rules applicable to it (including the Swiss Unfair Competition Act, the EU Unfair Commercial Practices Directive, and national rules such as the Spanish LSSI, the German UWG and the French law on commercial influence); or
  • (h) operate or promote LoyaFlow through coupon, voucher, cashback, "deal" or reward sites or channels that capture a Merchant who was already on its way to LoyaFlow, publish the Affiliate's code as a generic public discount code, or otherwise present the referral code as anything other than the Affiliate's personal recommendation, unless LoyaFlow has approved it in writing.

4.1 Breach of this Section may lead to withholding or clawback of commissions and termination (Sections 6, 7).

4.2 Indemnity. The Affiliate shall indemnify and hold LoyaFlow harmless from any claim, fine, penalty, damage or reasonable cost (including legal fees) arising from the Affiliate's breach of this Section 4 or of applicable advertising, anti-spam, unfair-competition, data-protection or sanctions law in its promotional activity.

5. Payment terms

5.1 Ledger and status. Each valid commission is recorded in the affiliate portal. A commission is first pending, then becomes approved (payable) after a 30-day hold counted from the date LoyaFlow collected the underlying Merchant payment. The hold allows refunds, cancellations and chargebacks to be netted off (Section 6).

5.2 Payout threshold and schedule. Approved commissions are paid monthly, provided the Affiliate's approved balance is at least €50 at the payout run. If the balance is below €50, it carries over to following months until the threshold is met.

5.3 Method and currency. Payment is made in euros (EUR) by bank transfer (SEPA/IBAN) to the account the Affiliate provides in the portal. Any bank, intermediary or currency-conversion fees charged by the Affiliate's own bank are borne by the Affiliate.

5.4 Affiliate details required before payout. The Affiliate must provide accurate payout details (IBAN/BIC or equivalent) and any tax information LoyaFlow reasonably requires. LoyaFlow may withhold payment until valid details are provided, and is not liable for payments delayed or misdirected due to inaccurate details.

5.5 Invoicing. The Affiliate is responsible for issuing any invoice required by its own tax regime for the commissions paid. LoyaFlow may offer a self-billing arrangement (LoyaFlow issues the invoice on the Affiliate's behalf); it applies only where the Affiliate has expressly agreed to it in the portal, in accordance with the VAT rules applicable to the Affiliate. Commission amounts are stated exclusive of VAT; where the Affiliate is liable to charge VAT, that is handled according to the applicable rules and the Affiliate's status. Services rendered by an Affiliate established outside Switzerland to LoyaFlow are business-to-business services supplied to a Swiss recipient.

5.6 Taxes. The Affiliate is solely responsible for reporting and paying all taxes, duties and social contributions arising on its commissions. Commissions are gross of the Affiliate's own taxes; LoyaFlow does not withhold on the Affiliate's behalf except where required by law.

5.7 Unclaimed commissions. Where an approved balance cannot be paid because the Affiliate has not provided valid payout details or tax information despite at least two written reminders, and twelve (12) months have passed since the first reminder, the balance may be treated as forfeited, without prejudice to any longer period that mandatory law grants the Affiliate.

6. Refunds, chargebacks and clawback

6.1 If an underlying Merchant payment is refunded, cancelled, reversed or charged back, or a referral is later found invalid or fraudulent, the related commission is reversed (clawed back), whether it is pending or already approved.

6.2 A clawback is netted off the Affiliate's balance. If it produces a negative balance, that amount is carried forward and offset against future commissions; if the Affiliate's participation has ended, LoyaFlow may invoice the Affiliate for a net amount already paid on a subsequently reversed transaction obtained in breach of this Agreement.

7. Term and termination

7.1 This Agreement takes effect when the Affiliate accepts it at sign-up and continues until terminated.

7.2 Termination. The Affiliate may terminate at any time, for convenience, on notice through the portal or by email. LoyaFlow may terminate for convenience with thirty (30) days' notice by email, and immediately where the Affiliate breaches this Agreement, where fraud or abuse is reasonably suspected (Section 4), or where the programme is discontinued for legal or regulatory reasons. LoyaFlow may suspend the Affiliate's account or referral tracking immediately pending investigation of a suspected breach.

7.3 Effect of termination. On termination: (a) the Affiliate must stop all promotion and use of LoyaFlow's marks; (b) approved, payable commissions that are not the subject of a clawback are paid at the next scheduled payout (subject to the threshold and to valid payout details); (c) pending commissions still in their hold period are paid only if and when they qualify; and (d) commissions attributable to breach or fraud are forfeited. No commission accrues for conversions after termination.

7.4 Sections that by their nature survive (3.3–3.5 for accrued amounts, 4.2, 5.6, 5.7, 6, 8.1, 8.3, 9, 10) survive termination.

8. Data protection and programme changes

8.1 Data protection and roles. For the Affiliate's own account data (registration, payout and tax details, activity), LoyaFlow is the data controller as described in the Platform Privacy Notice. Referral tracking works through the referral code in the link or entered at sign-up: when a visitor follows the link, LoyaFlow records the click on its own servers (referring page and a hashed technical fingerprint of the browser, no name or email) and redirects the visitor to LoyaFlow; no LoyaFlow script or cookie is placed on the Affiliate's website or channel. For any data the Affiliate itself collects on its own site or channel before that redirection, the Affiliate is an independent controller and is solely responsible for its lawful basis and for any cookie or tracking consent required under the law applicable to it (including the EU ePrivacy rules, the GDPR and the Swiss FADP). The Affiliate must not attach additional third-party tracking to the referral link without LoyaFlow's prior written consent. LoyaFlow shares with the Affiliate only the business name and subscription status of referred Merchants, never their contact details or their customers' data; the Affiliate must not collect, store or misuse personal data of referred Merchants or their customers, and must comply with applicable data-protection law in its promotional activity.

8.2 Changes to the programme. LoyaFlow may change the commission rate, threshold, payout method, hold period or other terms prospectively, with reasonable notice through the portal or by email. Changes apply to conversions occurring after they take effect; conversions already within a Merchant's 12-month window keep the rate in force when they occurred. Continued participation after a change takes effect constitutes acceptance; if the Affiliate does not accept a change, its remedy is to terminate (Section 7).

8.3 Confidentiality of individual terms. The commission rate, discount arrangements and any other individual conditions shown in the Affiliate's portal are confidential and must not be disclosed to third parties (including other affiliates), except as required by law or to the Affiliate's own professional advisers.

9. Liability

9.1 Liability under or in connection with this Agreement is governed by the liability clause of the Terms of Service (aggregate cap; no exclusion applies where liability cannot be limited by law, including for intent or gross negligence). LoyaFlow's total liability to the Affiliate for commission matters shall not exceed the commissions validly payable to the Affiliate.

9.2 LoyaFlow does not guarantee any minimum traffic, conversions, earnings, or the continued availability of the affiliate programme.

10. Governing law and forum

This Agreement is governed by Swiss law, excluding its conflict-of-law rules and the CISG. Exclusive place of jurisdiction: the courts at LoyaFlow's registered seat (Winterthur, Switzerland), subject to any mandatory forum. Where an Affiliate qualifies as a consumer under the law applicable to it (Section 1.3), the mandatory rules of that law on governing law and jurisdiction (including, where applicable, the Lugano Convention and Art. 120 of the Swiss Private International Law Act) prevail over this Section.

Version 1.1 · Effective date: 30 August 2026 · Binding language: English.