Affiliate Program Terms And Conditions

Date Last Updated : 2026-01-14


Company: Spa Marketing Ltd. (“Company,” “we,” “us,” or “our”)
Affiliate: Any individual or entity approved to participate in the Affiliate Program (“Affiliate,” “you,” or “your”)

By applying to, enrolling in, or participating in the Affiliate Program, you acknowledge that you have read, understood, and agree to be bound by these Affiliate Program Terms & Conditions (“Agreement”).

  1. Program Overview

Spa Marketing Ltd. operates an affiliate referral program under which approved Affiliates may be eligible to earn referral commissions for introducing new customers to the Company, subject strictly to the terms of this Agreement.

Participation in the Affiliate Program is entirely discretionary, and approval does not create any entitlement, expectancy, or guarantee of continued participation or payment.

  1. Definitions

“Referred Client” means a customer who:

Was not previously a client of Spa Marketing Ltd.;

Was not already in active communication with Spa Marketing Ltd.; and

Signs a paid agreement with Spa Marketing Ltd. directly attributable to the Affiliate, as determined solely and conclusively by Spa Marketing Ltd.

“Gross Revenue” means cash actually received by Spa Marketing Ltd. from a Referred Client before taxes, but excluding refunds, credits, chargebacks, clawbacks, failed payments, disputed payments, fraud, or non-collectible amounts.

“Vesting Period” means a period of sixty (60) days following Spa Marketing Ltd.’s receipt of payment from a Referred Client.

  1. Commission Structure
    3.1 Commission Rates

Commission eligibility is based on the total number of successfully vested Referred Clients introduced by the Affiliate:

1–3 Referred Clients:

8% of Gross Revenue (before tax)

Payable for up to twelve (12) months per Referred Client

4–7 Referred Clients:

10% of Gross Revenue (before tax)

Payable for up to twelve (12) months per Referred Client

8 or More Referred Clients:

10% of Gross Revenue (before tax)

Payable for up to twelve (12) months per Referred Client

Plus a one-time bonus of $500 USD upon the 8th vested Referred Client

3.2 Bonus Conditions

The $500 bonus:

Is paid only once

Is earned only after the 8th Referred Client completes the Vesting Period

Is forfeited if the Affiliate relationship is terminated prior to vesting

  1. Vesting & Payment Terms
    4.1 Vesting Requirement

No commission or bonus is earned until the Vesting Period has fully elapsed

Any cancellation, refund, dispute, chargeback, or non-payment during the Vesting Period voids the commission entirely

Vesting applies to all commissions and bonuses without exception

4.2 Payment Timing & Discretion

Payments are processed only after vesting

Payment schedules are determined solely by Spa Marketing Ltd.

Spa Marketing Ltd. makes no guarantee regarding payout timing or frequency

Administrative delays do not constitute breach or entitlement to damages

4.3 Payment Thresholds & Method

Spa Marketing Ltd. may impose minimum payout thresholds

Payment methods are selected at Spa Marketing Ltd.’s discretion

Affiliates are responsible for accurate payment details and are

required to use PayPal. The are responsible for keeping their paypal account

in good and active standing.

  1. Taxes & Financial Responsibility

Affiliate acknowledges and agrees that:

Affiliate is solely responsible for all applicable taxes

Spa Marketing Ltd. does not withhold or remit taxes on behalf of Affiliates

Spa Marketing Ltd. bears no liability for tax errors, reporting issues, or penalties incurred by the Affiliate

  1. No Guarantee of Payment

Affiliate expressly agrees that:

All commissions are conditional and discretionary

Spa Marketing Ltd. may deny, withhold, reverse, or adjust commissions due to:

Client non-payment

Refunds or chargebacks

Tracking or administrative errors

Fraud prevention measures

Program changes

Termination of this Agreement

Any reasonable business determination made by Spa Marketing Ltd.

  1. Hold Harmless, Indemnification & Limitation of Liability

To the maximum extent permitted by law, Affiliate agrees to indemnify, defend, and hold harmless Spa Marketing Ltd., its directors, officers, employees, contractors, agents, and affiliates from any and all claims, liabilities, losses, damages, costs, or expenses arising from or related to:

Unpaid, delayed, reduced, or denied commissions

Administrative, tracking, or reporting errors

Program modification or termination

Affiliate marketing activities

Tax obligations or penalties

Loss of anticipated income or opportunity

Spa Marketing Ltd. shall not be liable for any indirect, incidental, consequential, exemplary, or punitive damages, including lost profits, regardless of foreseeability.

  1. Independent Contractor Relationship

Affiliate is an independent contractor. Nothing in this Agreement creates:

An employment relationship

A partnership

A joint venture

Agency authority

Affiliate has no authority to bind Spa Marketing Ltd. in any manner.

  1. Marketing Restrictions & Compliance

Affiliate agrees to:

Use only approved branding and messaging

Avoid misleading, deceptive, or spam-based marketing

Not make income guarantees or performance claims

Not impersonate Spa Marketing Ltd. or its representatives

Violations may result in immediate termination and forfeiture of all unpaid or unvested commissions.

  1. Unilateral Termination

Spa Marketing Ltd. may terminate this Agreement at any time, with or without cause, with or without notice, and in its sole discretion.

Upon termination:

All unvested commissions and bonuses are immediately forfeited

No future commissions accrue

Payment of any vested commissions remains solely at Spa Marketing Ltd.’s discretion

Affiliate waives any claim arising from termination, including loss of future earnings.

  1. Program Modifications

Spa Marketing Ltd. reserves the right to modify, suspend, or discontinue the Affiliate Program, including:

Commission structures

Vesting requirements

Bonus eligibility

Payment terms

These Terms & Conditions

Continued participation constitutes acceptance of updated terms and the affiliate is required to check these terms regularly for updates.

  1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Alberta Canada, without regard to conflict-of-law principles.

  1. Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the Affiliate Program and supersedes all prior discussions, representations, or agreements.