Affiliate Agreement
Draft — have a lawyer review before use.
This agreement is between Dextrata Software Inc. ("Dextrata", "we", "us"), which operates Road English, and you, the affiliate ("you"). You accept it by ticking the box on your affiliate dashboard. It is in addition to the Terms of Use, including the referral rules in section 5A.
1. Independent contractor
You are an independent contractor. Nothing here makes you our employee, partner, agent or franchisee, and you cannot bind us. You decide how, when and where you promote Road English, at your own cost.
2. Commission
- You earn the commission rate shown on your dashboard on every paid purchase made by each new driver who signs up through your link, including later purchases and renewals.
- Commission is calculated on the amount the driver actually paid, excluding taxes, and is shown in US dollars.
- We decide in good faith whether a sale qualifies, and our records are the record of what you earned.
3. Hold, refunds and chargebacks
- A commission becomes payable 30 days after the sale, so that refunds can be made.
- If the sale is refunded, charged back or reversed, the commission is void. If it was already paid, you agree to repay it, and we may deduct it from your future commissions.
4. Payment
- We pay once a month, in US dollars, for commissions that are payable and not void.
- We pay by one of the methods offered on your dashboard: Interac e-Transfer, direct deposit, Wise, PayPal, wire transfer or cheque. You keep your payout details accurate. Any fees charged by your bank or the payment method are yours.
- We may hold a payout until you have completed your details on the dashboard.
5. Taxes
- You are responsible for your own income tax and for any other tax on what we pay you.
- If you are in Canada and are registered for GST/HST (and QST in Quebec), you give us your registration number and we add the tax to your payout. If you are not registered, we add none; under the small supplier rule you do not charge it until you are required to register. You must register when the law requires it, and you must tell us promptly when your registration, your legal name, your address, your country or your incorporation status changes.
- If you are an individual or sole proprietor in Canada, we may be required to report what we pay you on a T4A slip, and to ask you for your Social Insurance Number for that purpose. We do not collect it through the dashboard; if we need it we will ask you separately and privately.
- If you are in the United States, you declare that all of your work for Road English is performed outside Canada, and you tell us at once if that stops being true. We rely on this declaration when we pay you without Canadian withholding or GST/HST.
- We may deduct or withhold any amount the law requires.
6. How you may promote
- Disclose. Make clear that you earn a commission, for example with "#ad" or "affiliate link", wherever you share your link, as required by the Competition Act and similar rules.
- No misleading claims. Do not promise results, jobs, licences or test passes, and do not describe Road English as anything other than what it is: an educational English course for drivers.
- No spam. Send messages only to people who have agreed to receive them, as Canada's anti-spam law (CASL) and similar laws require. Do not post your link in bulk.
- No brand-keyword search ads. Do not bid on "Road English" or close variants, and do not buy domains or social handles that imitate ours.
- No self-referrals. You cannot earn commission on your own purchases, or on those of your household, your business, or an account you control.
7. Deactivation and withholding
We may deactivate your link, and withhold or void commissions, if we reasonably believe there was fraud, self-referral, spam, misleading promotion or any other breach of this agreement. Commissions properly earned before a breach, and not tainted by it, remain payable.
8. Records and privacy
- We keep records of your sign-ups, sales, commissions and payouts, and of the details you give us, for as long as tax and accounting law requires.
- You see only counts and amounts. You never see the identity of the drivers you refer, and you must not try to find out.
- We use your details only to run the program, pay you and meet our legal duties. See our Privacy Policy.
9. Changes and termination
Either of us may end this agreement at any time by notice. Commissions already payable are still paid, less anything owed under section 3. We may change this agreement or the commission rate for future sales by publishing a new version; you will be asked to accept it on your dashboard, and continuing to promote after a change applies to new sales is acceptance of it.
10. Liability
The program is provided as is. We do not promise any level of sales or income. To the extent the law allows, our total liability to you under this agreement is limited to the commissions payable to you and unpaid.
11. Governing law
This agreement is governed by the laws of the province of [PROVINCE] and the federal laws of Canada applicable therein. The courts of that province have exclusive jurisdiction, except that nothing stops either of us from seeking urgent relief elsewhere.
12. Contact
Dextrata Software Inc. — [email protected]. All legal documents: roadenglish.com/legal.