Master Terms and Conditions for Affiliates and Introducers

Yours2u Limited, trading as Precision Leads Media · Version 1.0 · Last updated 9 September 2026

1. Parties and scope

These Terms govern the relationship between Yours2u Limited (“Company”, “we”, “us”), a company incorporated in England and Wales (company number 06376426), VAT registration GB 913 5712 37, trading as Precision Leads Media, and any person or entity accepted onto our partner programme (“Partner”, “you”).

We operate several brands, including Precision Leads Media, AdAI, The Owner’s Edge and whattherecordsays.com. All of them are trading names of Yours2u Limited. Your agreement is with Yours2u Limited, and all payments, statements and self-billed invoices are issued in that name. References in these Terms to our products, services, customers or programmes cover all brands.

These Terms cover two distinct arrangements. One, both or neither may apply to you, as recorded in your Schedule:

Part A - Affiliate. You refer customers to our products and services and earn commission on what they buy.

Part B - Introducer. You introduce us to a commercial partner such as an advertiser, merchant or affiliate programme, and earn a share of what we earn from that relationship.

Parts C to E apply to both.

These Terms do not cover the supply of leads or traffic on a per-action basis, which is governed by our Master Publisher Terms.

2. Definitions

Schedule - the per-deal document recording your commission rate, cap, attribution window and any variation to these Terms. Where a Schedule conflicts with these Terms, the Schedule prevails for that deal only.

Tracked Link - the unique link we issue to you, through which all your referral traffic must pass.

Touch - a recorded click on your Tracked Link, logged by our systems with a timestamp.

Lead Capture - the moment an individual submits an identifiable email address to us through a form, booking, subscription or checkout.

Referral - the binding between you and an individual customer created under section 4.

Qualifying Sale - a purchase by a Referred Customer that meets section 6.

Net Commission - commission actually received by us from a commercial partner, after deduction of all reversals, chargebacks, refunds, cancellations and adjustments applied by that partner.

Introduction - a written notification meeting section 10.

Referral Cap - the maximum total commission payable to you in respect of a single Referral, being US $10,000 unless your Schedule states otherwise.

Backstop Date - thirty-six (36) months from the date a Referral is created, unless your Schedule states otherwise.

Company Records - the data recorded by our tracking, sales and commission systems.

3. Acceptance and eligibility

Acceptance onto the programme is at our discretion. Before your first payment you must:

• complete onboarding, including identity and residence details
• provide tax residence and VAT status information
• enter a self-billing agreement with us, or agree to invoice us
• pass sanctions screening under section 17
• have at least one signed Schedule in place

No commission accrues in respect of any deal that is not covered by a signed Schedule. If you begin promoting before a Schedule is signed, we are not obliged to pay for activity in that period.

Part A - Affiliate arrangement

4. Attribution: first touch wins

We operate first-touch attribution. The first Partner whose Tracked Link is recorded against an individual is credited with that individual permanently, subject to the exclusions below.

A Referral is created when all of the following are true:

• An individual clicks your Tracked Link, and that Touch is recorded in Company Records.
• That individual completes a Lead Capture, and the Touch is carried through to it.
• No Referral already exists for that individual, in favour of you or anyone else.
• The individual is not an Excluded Customer under section 5.
• You have a signed Schedule in force covering the relevant product.

Once created, a Referral is permanent and is never reassigned. If the same individual later clicks another Partner’s Tracked Link, or yours again, no new Referral is created and the original Partner remains credited.

Attribution window. A Referral must produce its first Qualifying Sale within ninety (90) days of creation, unless your Schedule states otherwise. If it does not, the Referral expires and no commission is payable. After the first Qualifying Sale, the window ceases to apply and section 7 governs.

Records govern. Company Records are the definitive record of Touches, Lead Captures, Referrals and Qualifying Sales. Where your figures differ from ours, ours govern. Attribution depends on the individual reaching us through your Tracked Link with tracking intact; we are not responsible for attribution lost through browser settings, privacy tools, device changes, link alteration or an individual’s own actions.

Disputes. If you believe a Referral has been wrongly attributed, notify us in writing within thirty (30) days of the relevant statement. We will provide the reason recorded against the binding and our conclusion. Determinations made by us in good faith on the basis of Company Records are final.

5. Excluded Customers

No Referral is created, and no commission is payable, in respect of any individual who:

(a) Is an existing customer. Any individual who has previously purchased any product or service from any Yours2u brand before your Touch. This exclusion operates across all brands. Being an existing newsletter subscriber does not, by itself, make someone an existing customer.

(b) Is you, or connected to you. You must not refer yourself, any member of your household, any entity you own or control in whole or in part, any employer or client of yours, or any person acting at your direction to obtain commission. You must not be the billing contact, account owner or primary user of a referred account.

(c) Was already in an active sales process with us at the time of your Touch, or in the sixty (60) days before it.

(d) Was introduced under a separate agreement, including any client, agency or reseller agreement.

Where we determine an individual is an Excluded Customer, no commission accrues, and any commission already paid may be recovered under section 9.

6. Qualifying Sales

A Qualifying Sale is a purchase by a Referred Customer that:

• is made after the Referral was created
• occurs within the attribution window if it is the first sale, and before the Backstop Date in every case
• is paid in full and in cleared funds
• is not refunded, charged back or cancelled within the Hold Period
• is not a free trial, pilot, test, internal or zero-value transaction

Commission is calculated on the net amount actually received by us, excluding VAT and other taxes, discounts, credits, shipping and third-party pass-through costs.

7. Commission, cap and backstop

Rate. As set out in your Schedule. Rates vary by deal and by product, and different Schedules may carry different rates.

Duration. Subject to the cap and the Backstop Date, commission is payable on every Qualifying Sale that Referred Customer makes, across all our brands, including repeat purchases, renewals, upgrades and additional products.

Referral Cap. Total commission payable to you in respect of a single Referral is capped at US $10,000, or the amount in your Schedule. The cap covers all purchases by that customer across all brands. Where a sale would take you past the cap, commission is paid up to the cap only and the Referral then closes. The cap applicable to a Referral is the cap in force when the Referral was created, and is not affected by later changes.

Backstop. No commission is payable on any sale occurring after the Backstop Date, being thirty-six (36) months from creation of the Referral, whether or not the cap has been reached.

One Referral per customer. An individual generates one Referral only. You cannot create a second Referral for the same person by referring them again, or through a different brand or product.

Part B - Introducer arrangement

10. Introductions

An Introduction is effective only where:

• you notify us in writing, identifying the target organisation by name and giving a named contact
• you do so before we have had any material contact with that organisation
• we acknowledge the Introduction in writing within five (5) business days

We will confirm within that period whether the organisation is already known to us. If we confirm it is already known, or that we are already in discussion with them, no Introduction is created and no fee is payable.

First documented Introduction wins. Where two or more Partners claim the same organisation, the Partner with the earliest written Introduction acknowledged by us is credited, to the exclusion of all others. Where timing is unclear, our records govern.

Exclusivity. An Introduction gives you an exclusive entitlement in respect of that organisation for the duration of the arrangement, subject to the cap.

No fee is payable where: we had a pre-existing relationship or documented contact with the organisation; the organisation approached us independently; the organisation was introduced earlier by another Partner; or the Introduction was not made and acknowledged in writing.

11. Introducer fee

Basis. Your fee is a percentage of Net Commission actually received by us from the introduced organisation. It is calculated on what we receive after that organisation has applied all reversals, refunds, chargebacks and adjustments. It is not a percentage of gross transaction value.

Rate. As set out in your Schedule. Rates vary by deal.

Cap. Your total fee in respect of any single introduced organisation is capped at the amount in your Schedule. Once reached, no further fee accrues in respect of that organisation.

Duration. The fee runs until the cap is reached, unless your Schedule specifies an end date.

No payment where we are not paid. Where an introduced organisation fails to pay us commission we have earned, no fee is payable to you in respect of those amounts. We will notify you, pursue recovery using reasonable efforts, and pay your share of anything recovered.

Part C - Payment

12. Hold Period and clearing

Commission and fees accrue as pending when calculated, and become cleared and payable only after the applicable Hold Period expires without reversal.

The Hold Period is:

• for Part A, thirty (30) days from the sale, or the length of the refund or cancellation right applicable to that product if longer, as stated in your Schedule
• for Part B, the period until the relevant commercial partner’s own reversal window has closed and we have been paid

We may extend a Hold Period where we are investigating a suspected breach, a chargeback, or a fraud indicator, and will tell you when we do.

13. Payment terms

Currency. All amounts are in US Dollars. Caps, statements and payments are all expressed in USD.

Method. Payment is made by Wise or an equivalent method we select.

Cycle. We calculate cleared amounts monthly in arrears and issue a statement. Payment follows within thirty (30) days of the statement date.

Threshold. Where your cleared balance is below US $25, it is carried forward to the following period. Balances below the threshold are cleared annually.

Local settlement. Where your payment is settled in a currency other than USD, the conversion is performed by the payment provider at its own rate on the day. The USD figure on your statement is the amount we owe. Any difference in the local amount you receive arises from the provider’s conversion and charges, and is not a shortfall in payment.

Transfer costs. Transfer, intermediary and conversion charges are borne by you.

Statements are final when issued. Once a statement is issued to you, its figures do not change. Reversals arising after issue appear as adjustments on your next statement.

14. Clawback and negative balances

Where a sale is refunded, charged back, cancelled or reversed, or where a commercial partner reverses commission on which a fee was paid, the corresponding amount is reversed.

Where the amount has not yet been paid, it is deducted before payment. Where it has already been paid, it creates a negative balance on your account, recovered by set-off against your future commission.

Where a negative balance remains at annual clear-down, we may recover it as a debt.

We may set off any amount you owe us against any amount payable to you.

15. Tax

All amounts are exclusive of VAT and other taxes.

Self-billing. Where you and we have entered a written self-billing agreement, we will issue self-billed invoices on your behalf, marked “SELF-BILLING”, carrying your name, address and VAT registration number where you have one. You must not raise your own invoices for supplies covered by that agreement, and must notify us immediately if your VAT registration status, name, address or country of residence changes. The agreement is reviewed at least every twelve (12) months. Where no self-billing agreement is in place, you must invoice us and payment terms run from receipt of a valid invoice.

Reverse charge. Where you are established outside the United Kingdom and supply services to us in the course of business, the supply is generally outside the scope of UK VAT and we account for VAT under the reverse charge.

Your obligations. You are solely responsible for determining, reporting and paying all taxes arising on your commission in your own jurisdiction, including income tax, social contributions and any local sales tax. We do not withhold or account for those taxes on your behalf except where required by law.

Withholding. Where we are required by law to withhold or deduct any amount, we will do so and account for it to the relevant authority, and payment of the net amount discharges our obligation in full.

Part D - Conduct

16. Promotion standards and prohibited activity

You must promote us honestly, lawfully and in a way that does not damage our reputation.

You must not:

Traffic and technical

• generate traffic by bots, scripts, automated tools, click farms or any non-human means
• use cookie stuffing, forced clicks, hidden frames, pop-unders, auto-redirects, or any method generating a Touch without the individual’s knowing action
• use adware, spyware, toolbars, browser extensions or downloadable software
• alter, wrap, mask, intercept or interfere with any Tracked Link or tracking parameter
• create multiple Partner accounts, or use another person’s account, to circumvent these Terms

Claims and content

• make false, misleading, exaggerated or unsubstantiated claims about our products, results, pricing or capabilities
• guarantee outcomes, earnings, savings or results
• imply an employment, agency, endorsement or exclusive relationship with us that does not exist
• use fake news formats, fabricated testimonials, invented reviews, or content designed to appear as editorial or as a communication from a government body or regulator
• publish our confidential information, unreleased products, pricing not publicly available, or customer information
• promote us alongside adult, hateful, violent, extremist, discriminatory or illegal content

Brand and search

• bid on, or purchase, any of our trading names, brand names, product names, or any confusingly similar or misspelled term, on any search or advertising platform
• use any of our marks in a display URL, ad copy, domain name, social handle or app name without our written permission
• register any domain incorporating any of our marks
• represent yourself as us, or as authorised to contract, quote, discount or commit on our behalf

Contact

• send unsolicited email, SMS or messages, or make unsolicited calls, in breach of PECR, the UK GDPR, the CAN-SPAM Act, the TCPA, the CASL or any equivalent law applicable to the recipient
• use rented, purchased, scraped or non-consented contact data
• post our links in comment sections, forums, groups or communities in breach of their rules

Incentives and integrity

• offer cashback, rebates, discounts or any incentive for using your Tracked Link, unless your Schedule expressly permits it
• refer yourself or a connected party, as set out in section 5(b)
• solicit or accept payment from a customer for making a referral

17. Disclosure

Where your promotion of us is a marketing communication, it must be obviously identifiable as such to the audience receiving it.

You must comply with the disclosure rules applicable in the jurisdiction of the audience you are reaching, including the UK Advertising Codes and the ASA’s guidance, and the FTC Endorsement Guides where your audience includes the United States. As a minimum:

• use a clear, widely understood label such as “Ad” or “Advertisement”
• place it prominently and before the link or recommendation, not below the fold, in a bio, in a hashtag block or at the end of a video
• do not rely on ambiguous terms such as “affiliate”, “collab”, “sp” or “partner” alone

Disclosure is required whether or not you were paid to create the content, and whether or not you also purchased the product yourself. Earning commission is itself sufficient to require disclosure.

We may require you to correct or remove non-compliant content, and may reverse commission earned through it.

18. Regulatory restrictions

Financial promotions. Some organisations we work with are regulated financial services firms. Communicating an invitation or inducement to engage in investment activity may be a financial promotion restricted under section 21 of the Financial Services and Markets Act 2000, and doing so without approval by an authorised person is a criminal offence.

You must not promote any product or service of a regulated financial services firm under these Terms unless we have confirmed in writing that the specific creative has been approved by an authorised person or falls within an exemption. You must not modify approved creative in any respect.

No regulated advice. You must not give investment, credit, insurance, mortgage, legal, tax or other regulated advice in connection with promoting us, nor hold yourself out as able to do so.

No authority. You have no authority to act as our agent, appointed representative or introducer appointed representative for any regulated purpose, and must not represent otherwise.

19. Invalid activity and remedies

Invalid activity includes traffic or Referrals generated in breach of section 16, self or connected-party referrals, traffic showing abnormal velocity, IP or device concentration, and Referrals whose underlying data is fabricated or does not correspond to a real person.

Our determination that activity is invalid is final, provided it is made in good faith and we give you the reason and the pattern relied on.

Remedies. We may: withhold payment pending investigation; reverse or void the affected commission; recover amounts already paid by set-off; suspend your account; terminate immediately; and where more than fifty per cent (50%) of your Referrals in a period are found to be invalid, void the entire affected cohort.

Part E - General

20. Sanctions and screening

You warrant that you, and any person with ownership or control of you, are not designated under any UK, EU, US (including OFAC) or United Nations sanctions regime, and are not located in or ordinarily resident in a jurisdiction subject to comprehensive sanctions.

Because payments are made in US Dollars, they may be routed through US financial institutions, and US sanctions rules apply in addition to UK rules.

We screen every Partner before first payment and periodically thereafter. No payment will be made unless screening is clear. Commission continues to accrue during a screening block. Where screening cannot be cleared, we may withhold payment indefinitely and terminate.

You must notify us immediately of any change to your name, ownership, control or country of residence.

21. Data protection

Each party acts as an independent controller in respect of its own processing of personal data.

We record Touches, Lead Captures, Referrals and Qualifying Sales, which involves processing personal data of individuals you refer. We do so on the basis of our legitimate interests in operating the programme and paying you accurately, and our privacy notice discloses this.

Customer identity is confidential. Your statements and dashboard show Referrals as aggregate figures and opaque references. We do not disclose the names, contact details or purchase details of individual customers to you, and you must not attempt to identify them.

Where you provide personal data to us, you warrant you have a lawful basis for doing so and have given the individual a privacy notice covering disclosure to us.

Each party will: comply with applicable data protection law; implement appropriate security measures; assist the other with data subject rights requests; and notify the other without undue delay and in any event within 48 hours of a personal data breach affecting data shared under these Terms.

22. Confidentiality

Each party will keep confidential all non-public information received from the other, including commission rates, caps, Schedules, programme performance, customer information, pricing, methods and systems.

You must not disclose your commission rate, cap or Schedule terms to any third party, including other Partners. Rates vary by deal and are commercially sensitive.

This obligation continues for three (3) years after termination.

23. Records and audit

Each party will keep accurate records relating to these Terms for six (6) years.

On reasonable written notice, and no more than twice in any twelve-month period unless we have a good-faith suspicion of breach, we may audit your records to verify compliance with sections 5, 16, 17 and 18. Where an audit reveals material breach, you will bear its reasonable cost.

You may, on reasonable notice and no more than once in any twelve-month period, request a reconciliation of your statements against the underlying calculation. We will provide aggregate figures sufficient to verify the calculation, without disclosing customer identities or commercially sensitive information about our other relationships.

24. Warranties

Each party warrants that it has authority to enter these Terms and will comply with applicable law.

You additionally warrant that: all information you give us about yourself, your residence, your tax status and your promotional methods is accurate and complete; your promotional activity complies with these Terms and all applicable law; and you hold all rights and consents necessary for your activity.

Except as expressly stated, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted.

25. Indemnity

You will indemnify us against all claims, losses, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with: your breach of these Terms or any Schedule; your breach of any law, regulation or advertising code; any claim by a data subject, regulator or third party relating to your promotional activity; and any claim that your activity infringed a third party’s rights.

26. Liability

Nothing in these Terms limits either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited.

Subject to that, and except in respect of your indemnity obligations under section 25 and your breach of sections 16, 17, 18, 20 or 21:

• neither party is liable for loss of profit, loss of business, loss of revenue, loss of goodwill, loss of anticipated savings, or any indirect or consequential loss
• each party’s total aggregate liability arising out of or in connection with these Terms is limited to the total commission paid or payable by us to you in the twelve (12) months preceding the event giving rise to the claim, or US $5,000 if greater

27. Changes to these Terms and to rates

These Terms. We may amend these Terms on thirty (30) days’ written notice to the email address on your account. Amendments apply prospectively only and do not affect commission already accrued or Referrals already created. If you do not accept an amendment, you may terminate before it takes effect.

Rates and caps. We may change commission rates and caps for future deals on thirty (30) days’ written notice. Changes apply only to Referrals and Introductions created after the notice period expires. The rate and cap applicable to an existing Referral or Introduction are those in force when it was created, and are not affected by later changes.

Programme changes. We may add, modify, withdraw or discontinue products, brands or programmes at any time. Where a product is withdrawn, existing Referrals continue to earn on any remaining sales of products still available.

28. Term and termination

These Terms continue until terminated.

Either party may terminate for convenience on thirty (30) days’ written notice.

We may terminate or suspend immediately, without notice, where: you breach section 5(b), 16, 17, 18, 20 or 21; we reasonably suspect fraud or invalid activity; you become insolvent or cease trading; sanctions screening cannot be cleared; or continuation would expose us to legal or regulatory risk.

Effect of termination:

Pending commission at the date of termination completes its Hold Period and is paid or reversed accordingly, save where forfeited above.

On termination you must immediately stop all promotion, remove all our creative, links and marks, and cease representing any association with us.

Sections 13 (in respect of accrued amounts), 14, 15, 21, 22, 23, 25, 26 and 29 survive termination.

29. General

Independent contractor. Nothing creates a partnership, joint venture, agency, franchise or employment relationship. You are an independent contractor, responsible for your own taxes, costs and insurance. You have no authority to bind us or to hold yourself out as able to do so.

Assignment. You may not assign, subcontract or transfer your rights without our written consent. Commission is personal to you and is not transferable, including on sale of your business, without our consent. We may assign in connection with a sale or reorganisation of our business.

No exclusivity. Nothing prevents either party from working with competitors, save as expressly stated in a Schedule.

Force majeure. Neither party is liable for failure to perform due to events beyond its reasonable control, excluding payment obligations.

Notices. Notices are given in writing to the email address on record and are deemed received on the next business day. You must keep your contact details current.

Entire agreement. These Terms, together with your Schedules and any self-billing agreement, constitute the entire agreement and supersede all prior discussions and representations.

Order of precedence. Schedule, then these Terms.

Severability. If any provision is unenforceable, the remainder continues in force.

No waiver. Failure to enforce is not a waiver.

Third-party rights. Nobody other than the parties may enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

Governing law. These Terms and any dispute arising out of or in connection with them, including non-contractual disputes, are governed by the laws of England and Wales.

Jurisdiction. The courts of England and Wales have exclusive jurisdiction.

30. Contact

Yours2u Limited t/a Precision Leads Media

The House of Wealth, Earlsdon Park, 53-55 Butts Road, Coventry, CV1 3BH, UK

Company number: 06376426 · VAT number: GB 913 5712 37

Partner support: support@precisionleadsmedia.com · Compliance: support@precisionleadsmedia.com

Annex 1 - Schedule template

Partner: [NAME] | Partner ID: [ID] | Date: [DATE]

This Schedule is made under the Master Terms and Conditions for Affiliates and Introducers between Yours2u Limited and the Partner named above, and incorporates them in full.

Part A - Affiliate ☐ applies ☐ does not apply

Part B - Introducer ☐ applies ☐ does not apply

Payment

Signed for Yours2u Limited: … Date: …

Signed by Partner: … Date: …