Afflu

AFFLU PLATFORM TERMS & CONDITIONS

Last updated: 29.06.2026

Effective date: 29.06.2026

1. INTRODUCTION

Welcome to Afflu.

These Platform Terms & Conditions (the "Terms") govern your access to and use of the Afflu platform available at app.afflu.eu, including the Afflu web application, dashboard, tools, technologies, functionalities, reports, interfaces, and related affiliate-management and operational support services provided by AFFLU S.r.l., with registered office at Piazza Santiago del Cile No. 8, 00197 Rome (RM), Italy, VAT No. 18294811007 ("Afflu", "we", "us", or "our").

The platform, dashboard, tools, functionalities, and services made available by Afflu are collectively referred to as the "Platform" or the "Services".

By creating an account, submitting an application, selecting the required acceptance checkbox, accessing the Platform, or using any of the Services, you agree to these Terms and to Afflu's Privacy Policy, as updated from time to time.

If you do not agree to these Terms, you must not create an account, access the Platform, or use the Services.

2. B2B USE ONLY

The Platform and Services are intended exclusively for persons and entities acting for professional, commercial, entrepreneurial, or business purposes.

You represent and warrant that you are not acting as a consumer and that you are not using the Platform or Services for personal, family, or household purposes.

You must have legal capacity to enter into binding obligations. If you create, access, or use an account on behalf of a company, agency, publisher, creator business, sole proprietorship, organization, or other legal entity, you represent and warrant that you have full authority to bind that entity to these Terms and to any applicable Commercial Terms.

All references to "User", "you", or "your" shall be deemed to include both the natural person using the Platform and the relevant organization or entity on whose behalf that person acts, where applicable.

3. DEFINITIONS

For the purposes of these Terms:

"Affiliate Account" means any account, profile, login, registration, enrollment, or participation created, configured, accessed, managed, or maintained on affiliate networks, affiliate platforms, tracking tools, merchant programs, creator commerce tools, performance marketing platforms, or similar third-party systems in your name or for your benefit.

"Commercial Terms" means a short commercial document, fee schedule, pricing confirmation, order form, payment schedule, bank-details form, or similar written or electronic document accepted by Afflu and the User that sets out the specific commercial terms applicable to the User, including fees, revenue share, entry fee, reporting cadence, payment terms, bank details, and other commercial conditions. Commercial Terms are not intended to constitute a full-form services agreement and shall not amend, replace, waive, or supersede any Legacy Agreement unless expressly stated therein and accepted by both Afflu and the User.

"Dashboard" means the interface and digital environment made available by Afflu for use of the Platform.

"Gross Affiliate Receipts" means the amounts actually approved, settled, received, paid, credited, or otherwise made available by Networks, Merchants, platforms, agencies, or other third parties to or for your benefit in connection with affiliate marketing activities managed, enabled, introduced, negotiated, onboarded, configured, tracked, or otherwise supported by Afflu.

"Legacy Agreement" means any separate written agreement, creator agreement, publisher agreement, consulting agreement, managed services agreement, side letter, amendment, or other full-form contract entered into between Afflu and the User before the User's acceptance of these Terms, governing affiliate-management services, platform services, commercial terms, or any related services.

"Merchant" means any advertiser, brand, retailer, merchant, agency, or other third party offering affiliate programs, CPA opportunities, tracked partnerships, commissionable opportunities, promotional campaigns, or performance-based commercial opportunities.

"Network" means any affiliate network, affiliate platform, creator commerce platform, tracking platform, marketplace, technology provider, or similar third-party infrastructure used in connection with affiliate marketing or performance marketing activities.

"Optional Managed Services" means any additional services not included in the core Services, including paid media management, campaign management, editorial support, shopping-list preparation, newsletter support, strategic consulting, content support, reporting customization, or other add-on services separately activated or agreed from time to time.

"Protected Relationship" means any Merchant, Network relationship, affiliate program, campaign, commercial opportunity, performance marketing relationship, CPA opportunity, tracking setup, account setup, or other business relationship that was introduced, activated, onboarded, negotiated, configured, materially supported, or operationally managed by Afflu for you, whether directly or indirectly.

"Privacy Policy" means Afflu's privacy notice applicable to the Platform.

"Services" means the services provided by Afflu through or in connection with the Platform, as described in these Terms and in any applicable Commercial Terms.

"User" means any creator, publisher, agency, company, professional operator, business user, or other person or entity applying for or using the Platform or Services.

4. ACCOUNT APPLICATION, APPROVAL, AND MANDATORY ACCEPTANCE

To use the Platform or Services, you may be required to submit an application and create an account.

You agree to provide accurate, current, complete, lawful, and non-misleading information during the registration and onboarding process and to keep such information updated throughout your use of the Platform and Services.

Approving an account, rejecting an application, suspending an account, restricting access, or terminating access to the Platform or Services is at Afflu's discretion, subject to mandatory applicable law.

Account creation does not automatically entitle you to access the Platform, use all functionalities, receive the Services, or enter into any commercial relationship with Afflu.

Access to and use of the Platform and Services is conditional upon your acceptance of these Terms. If you do not accept these Terms, or any updated version of these Terms where renewed acceptance is required by Afflu, you must not access or continue to use the Platform or Services.

Afflu may suspend, restrict, or prevent access to the Platform and Services until you have accepted the applicable version of these Terms.

For Users already bound by a Legacy Agreement, acceptance of these Terms is required for access to and use of the Platform, but shall not, by itself, amend, replace, terminate, waive, or supersede the Legacy Agreement, which shall continue to prevail in accordance with Section 29.

You are responsible for maintaining the confidentiality of your account credentials and for all activities carried out through your account, except to the extent caused by Afflu's fraud, willful misconduct, gross negligence, or security failure directly attributable to Afflu.

You must promptly notify Afflu of any unauthorized use, suspected compromise, or security incident affecting your account.

5. ONBOARDING DATA, TAX RESIDENCE, AND FORMS SUBMITTED BY AFFLU

As part of the registration, onboarding, verification, activation, ongoing account management, or provision of the Services, Afflu may require you to complete one or more onboarding forms, data forms, questionnaires, declarations, or information requests, including forms relating to identification details, business details, tax details, VAT information, tax residence, bank details, promotional channels, traffic sources, audience data, social media metrics, performance data, and other information reasonably required to provide the Platform and Services.

You represent and warrant that all information, documents, confirmations, instructions, declarations, tax-status information, bank details, tax residence information, channel information, audience data, performance metrics, payment information, invoicing information, and promotional information provided to Afflu are true, accurate, complete, lawful, up to date, and not misleading.

You shall promptly inform Afflu if any such information becomes inaccurate, incomplete, outdated, misleading, or unlawful.

Afflu may rely on the information provided by you for onboarding, verification, account activation, Network and Merchant applications, Affiliate Account setup, reporting, invoicing, payment verification, compliance checks, tax and administrative purposes, and the provision of the Services.

Within the limits of the operational authority granted under Section 8, Afflu may complete, reproduce, transmit, confirm, sign, submit, or update on your behalf onboarding forms, account forms, platform forms, Merchant or Network applications, tax-status declarations, payment details, compliance questionnaires, technical forms, and similar documents, including, where reasonably required by Networks, Merchants, platforms, payment providers, payers, withholding agents, or other relevant third parties, Form W-8BEN, Form W-8BEN-E, Form W-9, or equivalent documentation, solely based on the information, documents, declarations, and instructions provided or approved by you.

Any form, declaration, certification, application, statement, or confirmation completed, submitted, signed, accepted, or transmitted by Afflu in your name or on your behalf shall be deemed to have been made by you, based on your own information, declarations, warranties, instructions, and approvals.

Afflu is not required to independently verify the accuracy, completeness, lawfulness, tax correctness, ownership, or suitability of any information, document, declaration, certification, or data provided by you, except to the extent expressly required by mandatory applicable law.

Afflu shall not be liable for any delay, rejection, suspension, non-payment, incorrect payment, failed onboarding, failed Merchant or Network approval, reporting issue, tax issue, or other consequence arising from inaccurate, incomplete, outdated, misleading, unlawful, or unauthorized information, documents, declarations, or data provided by you or submitted by Afflu based on such information.

Failure to provide requested information, or provision of incomplete, inconsistent, inaccurate, unverifiable, or unlawful information, may result in refusal of onboarding, suspension, restriction, non-activation of the Services, or withholding of operational actions until the issue is resolved.

You are solely responsible for ensuring that any bank account, tax information, tax residence declaration, payment details, and invoicing details provided to Afflu or to any Network, Merchant, platform, agency, or other third party are accurate, lawful, and suitable for receiving payments and complying with applicable tax and legal obligations.

6. AUTHORITY, AGENCIES, AND THIRD-PARTY REPRESENTATIVES

You represent and warrant that you have full right, power, authority, and capacity to accept these Terms, use the Platform and Services, grant Afflu the operational authority set out in these Terms, and enter into any applicable Commercial Terms.

If you are represented by, managed by, or contractually bound to any talent agency, management company, media agency, agent, manager, representative, network, MCN, publisher network, or other third party, you represent and warrant that accepting these Terms, using the Platform and Services, granting Afflu the operational authority set out in these Terms, and entering into any applicable Commercial Terms do not breach any exclusivity, management, representation, approval, non-circumvention, revenue-share, agency, mandate, or similar obligation owed to such third party.

You are solely responsible for obtaining any consent, approval, waiver, authorization, or countersignature required from any agency, manager, representative, network, MCN, or other third party before accepting these Terms, using the Platform or Services, or accepting any Commercial Terms.

Afflu is not required to verify the existence, scope, validity, enforceability, or consequences of any agreement between you and any agency, manager, representative, network, MCN, or other third party.

Afflu may, where reasonably necessary in light of the circumstances, request additional confirmations, approvals, or clarifications regarding your authority or the involvement of third-party representatives.

You shall indemnify and hold Afflu harmless from and against any claim, demand, loss, liability, cost, or expense arising out of or in connection with any alleged breach by you of any exclusivity, management, representation, approval, non-circumvention, revenue-share, agency, mandate, or similar obligation owed to any third party.

7. THE SERVICES

Subject to account approval, applicable Commercial Terms, and your ongoing compliance with these Terms, Afflu may provide affiliate-management and operational support services through or in connection with the Platform.

The Services may include, depending on the applicable configuration, package, or Commercial Terms:

(a) creation, setup, configuration, or management of Affiliate Accounts;

(b) onboarding to Networks, Merchants, affiliate programs, and tracking platforms;

(d) deeplink generation;

(e) affiliate link creation and operational support;

(f) tracking support;

(g) reporting support;

(h) CPA negotiation support;

(i) Merchant and partnership administration;

(j) operational communication with Networks, Merchants, platforms, agencies, and third parties;

(k) technical configuration of tracking flows, sub-IDs, APIs, links, and related settings;

(l) optional future modules, tools, or features;

(m) Optional Managed Services, if separately agreed.

Afflu may update, improve, suspend, replace, limit, or discontinue any Platform functionality or Service at any time for legal, technical, operational, commercial, security, or organizational reasons.

Nothing in these Terms creates an employment relationship, partnership, joint venture, fiduciary relationship, general commercial agency, or general representation relationship between you and Afflu.

8. AFFILIATE ACCOUNTS AND AFFLU'S OPERATIONAL AUTHORITY

Affiliate Accounts created or used in connection with the Services may be registered in your name or for your benefit and shall remain owned by you, unless the applicable third-party terms provide otherwise.

During the term of the relationship, Afflu may have operational administration, management, and control of the relevant credentials, access rights, integrations, settings, tracking tools, and technical configurations to the extent reasonably necessary to provide the Services.

You acknowledge and accept that Affiliate Accounts may be centrally managed by Afflu as part of the Services and that direct day-to-day access by you may be limited, restricted, or unavailable during the active relationship.

You grant Afflu a specific, limited, operational mandate and authorization to act in your name and/or for your benefit solely to the extent reasonably necessary to provide the Services, including to:

(a) create, configure, access, administer, and maintain Affiliate Accounts;

(b) submit applications to Networks, Merchants, platforms, agencies, and affiliate programs;

(c) accept standard onboarding documents, platform terms, network terms, merchant terms, privacy notices, technical terms, and similar third-party documents where reasonably necessary to enroll, activate, configure, maintain, or operate your participation in Networks, Merchant programs, or technical tools connected to the Services;

(d) manage technical settings, tracking parameters, integrations, tags, APIs, links, sub-IDs, and related configurations;

(e) communicate operationally with Networks, Merchants, platforms, agencies, and technology providers in relation to your affiliate activities;

(f) request, access, download, export, review, and use reporting, payout, performance, tracking, and settlement information for the purposes of providing the Services and calculating fees due to Afflu;

(g) complete, confirm, sign, accept, transmit, or update operational, technical, tax, or onboarding forms and documentation in accordance with Section 5;

(h) take operational actions reasonably necessary to maintain, troubleshoot, suspend, migrate, close, or hand over Affiliate Accounts.

You acknowledge that third-party terms accepted by Afflu within the scope of this limited operational mandate may apply directly to you and/or to the relevant Affiliate Account.

You remain responsible for complying with third-party terms, Network rules, Merchant requirements, platform policies, applicable laws, and any conditions applicable to your content, channels, traffic sources, audience, payments, or tax position.

Afflu is not responsible for the content, changes, interpretation, enforcement, suspension, termination, payout logic, approval criteria, or commercial consequences of third-party terms, Network rules, Merchant terms, or platform policies.

The limited operational authority granted to Afflu does not authorize Afflu to:

(a) open bank accounts in your name;

(b) incur debt obligations unrelated to the Services;

(d) receive or hold affiliate commissions on your behalf unless separately agreed in writing;

(e) create a general power of attorney, general mandate, employment relationship, partnership, fiduciary relationship, or exclusivity relationship beyond what is expressly stated in these Terms and the applicable Commercial Terms.

Upon termination of the relationship, and subject to settlement of outstanding obligations owed to Afflu, Afflu shall provide you with the relevant credentials, access rights, and administration details relating to Affiliate Accounts within a commercially reasonable period, taking into account third-party platform rules, security requirements, technical constraints, and operational feasibility.

9. PROPER USE OF THE PLATFORM

You may access and use the Platform and Services only in accordance with these Terms, the applicable Commercial Terms, applicable laws, third-party terms, Network rules, Merchant requirements, and Afflu's reasonable operational instructions.

You shall not:

(a) access or use the Platform or Services for unlawful, misleading, fraudulent, deceptive, infringing, abusive, or unauthorized purposes;

(b) attempt unauthorized access to systems, accounts, environments, data, or credentials;

(d) scrape, harvest, crawl, copy, monitor, reverse engineer, decompile, disassemble, probe, or test the Platform except to the limited extent permitted by mandatory law;

(e) use bots, spiders, automated tools, malware, malicious code, or abusive automation;

(f) manipulate tracking links, cookies, sub-IDs, attribution mechanisms, referral logic, reporting systems, or payout mechanisms improperly;

(g) impersonate any person or entity or misrepresent traffic, audience, authority, ownership, rights, or performance;

(h) use the Platform or Services in a manner that could damage, disable, overload, impair, or compromise Afflu's systems or any third-party systems;

(i) resell, sublicense, assign, share, or make available the Platform or Services to unauthorized third parties;

(j) use Afflu's commission rates, tracking infrastructure, relationships, data, tools, or know-how to operate, subsidize, or support any competing, proxy, sub-affiliate, white-label, or unauthorized third-party service.

Any violation of this Section may result in immediate suspension or termination of your account and Services, without prejudice to any other remedy available to Afflu.

10. CONTENT, CHANNELS, DISCLOSURES, AND PROMOTIONAL CONDUCT

You are solely responsible for all content, links, posts, stories, videos, newsletters, websites, channels, claims, endorsements, reviews, traffic sources, audiences, and promotional activities used by you or on your behalf.

You represent and warrant that:

(a) you own or have all necessary rights, licenses, consents, approvals, and permissions to use the content and channels connected to the Services;

(b) your content and promotional conduct do not infringe, misappropriate, or violate any third-party intellectual property, privacy, publicity, image, contractual, or other rights;

(d) you shall not make unsupported product, price, availability, performance, health, financial, sustainability, or other regulated claims;

(e) you shall comply with all applicable advertising, influencer marketing, consumer protection, unfair commercial practice, platform, and disclosure rules.

You are solely responsible for clearly and conspicuously disclosing any commercial, sponsored, affiliate, advertising, gifted, paid, or material connection in accordance with applicable laws, regulations, regulatory guidance, self-regulatory standards, platform rules, Network terms, and Merchant requirements.

Afflu may request that you revise, remove, correct, or stop using any content, link, claim, campaign, or promotional method where Afflu reasonably believes that it may violate applicable law, third-party rules, Merchant requirements, Network policies, Afflu policies, or reputational standards. You shall promptly cooperate with any such request.

Afflu is not required to monitor your content, channels, or promotional conduct, but reserves the right to take action where necessary to protect Afflu, Merchants, Networks, users, or third parties.

11. PROHIBITED PROMOTIONAL METHODS

Unless Afflu expressly authorizes otherwise in writing, you shall not engage in the following promotional methods in connection with the Services:

(a) paid search campaigns using Afflu's name, Merchant names, brand names, trademarks, confusingly similar terms, or restricted keywords;

(b) keyword bidding on Afflu, Merchant, Network, or brand-related terms where prohibited by the relevant rules;

(c) use of unauthorized coupon, discount, cashback, loyalty, rebate, browser extension, toolbar, or incentive mechanisms;

(d) listing or distributing restricted or commissionable discount codes on unauthorized external discount websites, applications, groups, or platforms;

(e) cookie stuffing, forced clicks, unauthorized redirects, misleading link placement, hidden links, or similar practices;

(f) use of bots, fake traffic, incentivized traffic, fraudulent transactions, duplicate orders, or artificial engagement;

(g) promotional activity targeting children where prohibited or restricted by applicable law or platform rules;

(h) any method prohibited by the applicable Network, Merchant, platform, campaign, or Commercial Terms.

Violation of this Section may result in suspension or termination of your account or Services, reversal or non-recognition of relevant amounts, and any other remedy available to Afflu.

12. COMMERCIAL TERMS, FEES, AND TAXES

The specific fees, commissions, revenue share, fixed fees, success fees, management fees, setup fees, activation fees, Optional Managed Services fees, or other amounts payable to Afflu are set out exclusively in the applicable Commercial Terms.

These Terms do not specify any percentage, amount, fixed fee, or commercial rate payable to Afflu.

The Commercial Terms may provide, by way of example, for:

(a) a percentage of Gross Affiliate Receipts;

(b) a fixed recurring fee;

(d) a success fee;

(e) fees for Optional Managed Services;

(f) any combination of the above.

Unless otherwise stated in the applicable Commercial Terms, all amounts payable to Afflu are exclusive of VAT and any other applicable taxes, duties, or charges, which shall be added where required by law.

You are solely responsible for:

(a) your own VAT, tax, accounting, bookkeeping, and invoicing obligations;

(b) issuing invoices to Networks, Merchants, platforms, agencies, or other third parties where required;

(c) declaring and paying taxes on amounts received from Networks, Merchants, platforms, agencies, or other third parties;

(d) maintaining accurate payout, tax, legal, and business data on third-party accounts;

(e) obtaining professional tax or accounting advice where necessary.

You may not set off, withhold, delay, or reduce amounts owed to Afflu except where expressly required by mandatory law.

13. GROSS AFFILIATE RECEIPTS AND FEE CALCULATION

Where the applicable Commercial Terms provide that Afflu is entitled to a percentage of your affiliate revenues, proceeds, commissions, or similar performance-based amounts, such percentage shall be calculated on Gross Affiliate Receipts, unless the Commercial Terms expressly provide otherwise.

Gross Affiliate Receipts include amounts actually approved, settled, received, paid, credited, or otherwise made available by Networks, Merchants, platforms, agencies, or other third parties to or for your benefit in connection with affiliate marketing activities managed, enabled, introduced, negotiated, onboarded, configured, tracked, or otherwise supported by Afflu.

Unless otherwise stated in the Commercial Terms, Gross Affiliate Receipts exclude only:

(a) VAT or equivalent indirect taxes separately charged by you to the relevant third party, where applicable;

(b) taxes withheld at source by law, to the extent clearly evidenced in the relevant statement, payout report, invoice, remittance notice, or equivalent supporting document.

Affiliate commissions, payout amounts, rates, approvals, reversals, adjustments, and payment timing are generally determined by third-party Networks, Merchants, platforms, agencies, or other third parties.

Afflu does not generate, fund, guarantee, underwrite, or control such amounts.

Afflu is not responsible for delayed payment, non-payment, adjustment, reduction, reversal, withholding, rejection, chargeback, suspension, cancellation, or non-approval of any amount by any Network, Merchant, platform, agency, or other third party.

14. REPORTING, INVOICING, PAYMENT, AND VERIFICATION

Reporting, invoicing, and payment shall follow the cadence and mechanics set out in the applicable Commercial Terms.

Unless otherwise stated in the applicable Commercial Terms, Afflu may provide you with a periodic report showing, to the extent available to Afflu:

(a) amounts approved, settled, received, paid, credited, or otherwise made available by Networks, Merchants, platforms, agencies, or other third parties to or for your benefit;

(b) relevant adjustments, chargebacks, withholdings, reversals, cancellations, or anomalies known to Afflu;

(d) any Optional Managed Services fees due for the same period or activation event.

Afflu may issue the relevant invoice concurrently with, or shortly after, the applicable report.

You shall pay each Afflu invoice within the payment term set out in the applicable Commercial Terms.

Payment shall be made by bank transfer to the bank account indicated by Afflu, unless otherwise stated in the applicable Commercial Terms.

Payment shall be deemed made only when funds are irrevocably credited to Afflu's bank account.

If any previously reported affiliate amount is subsequently reversed, charged back, withheld, reduced, cancelled, or otherwise adjusted by the relevant third party, Afflu may reflect the adjustment in a subsequent report and, where appropriate, issue a credit note or make a corresponding adjustment.

For the purpose of calculating Gross Affiliate Receipts and verifying fees due, Afflu may rely on:

(a) data visible through Affiliate Accounts, Networks, Merchant dashboards, APIs, reports, and exports operationally accessible to Afflu;

(b) payout statements, remittance records, invoices, screenshots, ledger entries, email confirmations, or other supporting materials received from you, Networks, Merchants, platforms, agencies, or other third parties;

Where Afflu's operational visibility is incomplete, delayed, restricted, unavailable, or removed, Afflu may request from you reasonable supporting documentation necessary to verify Gross Affiliate Receipts and fees due, including statements, payout screenshots, exports, invoices, remittance notices, bank confirmations, or similar records.

You shall cooperate in good faith and provide the requested documentation without undue delay.

If you fail to provide reasonably requested documentation, Afflu may issue or maintain its invoice based on the best available operational evidence then available to it, without prejudice to later reconciliation in good faith if more accurate data become available.

If you fail to pay an invoice by the due date:

(a) Afflu may send a reminder or notice of default;

(b) statutory late-payment interest and recovery costs applicable to B2B commercial transactions may apply;

(d) Afflu may terminate the Services for cause if non-payment continues after written notice;

(e) Afflu reserves all rights to recover unpaid amounts.

15. REPORTS, THIRD-PARTY DATA, AND EXTERNAL SHARING

Any report, dashboard view, statement, estimate, forecast, summary, export, screenshot, performance indication, commission indication, payout indication, or other information made available by Afflu through the Platform or otherwise in connection with the Services is provided for informational and operational purposes only.

Reports may be based on data, metrics, approvals, payout information, tracking information, API feeds, exports, dashboards, statements, or other information made available by Networks, Merchants, platforms, agencies, or other third parties. Afflu does not generate, control, guarantee, or independently verify such third-party data.

Unless expressly stated otherwise, any data included in reports may be provisional, estimated, delayed, incomplete, subject to validation, subject to approval, subject to reversal, subject to chargeback, subject to withholding, or subject to later adjustment by the relevant Network, Merchant, platform, agency, or other third party.

Official approval, settlement, payout, reversal, chargeback, or adjustment data of the relevant Network, Merchant, platform, agency, or other third party shall prevail over any report, dashboard view, estimate, summary, or communication provided by Afflu.

Reports do not constitute financial, tax, accounting, legal, investment, business, or professional advice and shall not be relied upon by you or any third party as such. You remain solely responsible for your own tax, accounting, invoicing, bookkeeping, reporting, and legal obligations.

Reports and related information are intended solely for your internal business use in connection with the Services. You shall not publish, post, distribute, forward, disclose, resell, make available, or otherwise share any report or related information with any third party without Afflu's prior written consent, except to your professional advisers, accountants, tax consultants, auditors, agency, manager, or authorized representatives on a strict need-to-know basis, provided that such recipients are bound by confidentiality obligations and comply with any applicable Network, Merchant, platform, or third-party terms.

You are solely responsible for any external use, disclosure, forwarding, publication, reliance, interpretation, or misuse of reports or related information by you or by any recipient to whom you make such information available.

Afflu shall not be liable for any claim, loss, damage, cost, penalty, dispute, tax issue, accounting issue, commercial decision, third-party reliance, confidentiality breach, Network breach, Merchant complaint, platform restriction, or other consequence arising out of or in connection with your external sharing, disclosure, publication, forwarding, or use of any report or related information.

You shall indemnify and hold Afflu harmless from and against any claim, demand, loss, liability, cost, expense, penalty, fine, or third-party claim arising out of or in connection with any unauthorized or improper disclosure, sharing, publication, forwarding, reliance, interpretation, or use of any report or related information by you or by any third party who received it from or through you.

16. COMMISSION AND PAYMENT DISCLAIMERS

You acknowledge that affiliate commissions, revenues, receipts, or similar amounts may be subject to approval, validation, adjustment, reversal, withholding, cancellation, or non-payment by Networks, Merchants, platforms, agencies, or other third parties.

Such circumstances may include, without limitation:

(a) returns, cancellations, refunds, or order modifications by end customers;

(b) use of discount codes not compatible with the relevant affiliate program;

(d) purchases tracked through another platform or channel;

(e) excluded products, categories, regions, or transactions;

(f) suspected fraud, abuse, invalid traffic, or duplicate orders;

(g) payment authorization failures;

(h) Merchant budget constraints, campaign changes, or program closure;

(i) Network, Merchant, or platform policy changes;

(j) delayed or missing third-party reporting.

You acknowledge and agree that all affiliate revenues, commissions, and related amounts are subject to the final approval and payment policies of the applicable Network, Merchant, platform, agency, or other third party.

Afflu is not a fiduciary, trustee, escrow agent, payment institution, or financial intermediary on your behalf.

No trust, escrow, fiduciary, financial, or payment-services relationship is created between you and Afflu by your use of the Platform or Services.

17. ANTI-BYPASS AND NON-CIRCUMVENTION

Nothing in these Terms prevents you from using third-party affiliate platforms, tools, networks, agencies, or services, provided that such activities do not interfere with, replace, circumvent, or otherwise avoid Afflu's management of any Protected Relationship.

During the term of the relationship and for twelve months following termination, you shall not, directly or indirectly, bypass Afflu in relation to any Protected Relationship.

Circumvention includes:

(a) entering into, continuing, routing, migrating, or transferring outside Afflu any Protected Relationship introduced, activated, onboarded, negotiated, configured, managed, or materially supported by Afflu;

(b) using information, contacts, commercial opportunities, technical setup, operational know-how, CPA terms, Merchant contacts, Network contacts, or other opportunities obtained through Afflu to avoid fees payable to Afflu;

(c) causing or permitting any agency, manager, collaborator, affiliate, group company, nominee, representative, or other third party to do any of the above for your benefit.

Nothing in this Section prevents you from independently using unrelated platforms, tools, networks, agencies, services, or affiliate programs that were not introduced, activated, managed, negotiated, configured, or materially supported by Afflu.

In the event of breach of this Section, Afflu shall be entitled to recover the fees that would have been payable to Afflu in connection with the relevant Protected Relationship during the period of circumvention, together with any additional direct damages that can be proven.

Afflu shall also be entitled to seek injunctive or equitable relief where available under applicable law.

18. OPTIONAL MANAGED SERVICES

Optional Managed Services are not included in the core Services unless expressly stated in the applicable Commercial Terms.

Optional Managed Services shall be governed by these Terms together with the specific commercial terms communicated by Afflu and accepted by you from time to time.

For paid media management or similar services, any service fee, advertising budget, campaign budget, platform spend, or third-party cost shall be defined separately and borne by you unless otherwise expressly agreed in writing.

Afflu may decline, suspend, or discontinue any Optional Managed Service at its discretion, without prejudice to accrued rights and amounts due.

19. INTELLECTUAL PROPERTY

As between the parties, you retain ownership of your pre-existing content, trademarks, brand assets, channels, websites, social accounts, and materials.

You grant Afflu a non-exclusive, worldwide, royalty-free, revocable license for the term of the relationship to use, host, reproduce, display, transmit, process, adapt, and make available your content, materials, name, logo, handles, profile information, and public channel information solely as necessary to provide the Services and manage the relationship.

Unless you object in writing, Afflu may also use your name, logo, social handles, public profile information, and non-confidential public materials for private pitch materials, commercial presentations, internal references, case studies, and business development materials.

Afflu shall not publicly disclose your confidential metrics, sensitive commercial information, or non-public performance data without separate authorization.

The Platform, Dashboard, software, databases, interfaces, designs, workflows, documentation, trademarks, know-how, algorithms, technical infrastructure, reports, templates, data models, and all related intellectual property rights are and remain the exclusive property of Afflu or its licensors.

Except for the limited right to use the Platform under these Terms, no intellectual property rights are transferred to you.

You shall not copy, reproduce, distribute, publish, exploit, reverse engineer, or create derivative works from the Platform, Dashboard, software, reports, templates, or other Afflu materials except as expressly permitted by Afflu.

20. CONFIDENTIALITY

You agree that all non-public information received from or through Afflu, Merchants, Networks, campaigns, the Platform, or the Services constitutes confidential information.

Confidential information may include commission rates, CPA terms, Merchant contacts, Network contacts, campaign details, technical setups, tracking logic, commercial opportunities, dashboards, reports, performance data, discount codes, payout data, business terms, product information, operational notes, know-how, and non-public platform information.

Each party shall keep confidential all non-public business, commercial, technical, financial, legal, strategic, and operational information received from the other party in connection with these Terms or the Services.

Confidential information may be used solely for the performance of the relationship between the parties.

The confidentiality obligations under this Section shall survive for five years after termination, except for trade secrets, which shall remain protected for as long as they remain trade secrets under applicable law.

Confidential information does not include information that:

(a) is or becomes public without breach of these Terms;

(b) was lawfully known before disclosure;

(d) is independently developed without use of the other party's confidential information.

A party may disclose confidential information where required by law, regulation, court order, stock exchange rules, or competent authority, provided it gives prior notice where legally permitted.

21. PRIVACY AND DATA PROTECTION

Afflu processes personal data in accordance with its Privacy Policy.

Afflu acts as an independent data controller for personal data processed for account registration, verification, user management, platform administration, billing, security, customer relationship management, pre-contractual management, legal compliance, and related business operations.

To the extent Afflu processes personal data on behalf of you or your organization in connection with the Services, Afflu shall act as data processor pursuant to Article 28 GDPR and the Data Processing Agreement in Annex 1 shall apply.

You warrant that you have all required rights, notices, instructions, authorizations, and legal bases necessary to provide personal data to Afflu and, where applicable, to instruct Afflu to process such data in connection with the Services.

You shall not provide Afflu with special categories of personal data, criminal-offence data, children's data, or other sensitive personal data unless expressly agreed in writing and legally permitted.

22. THIRD-PARTY SERVICES AND LINKS

The Platform and Services may depend on or integrate with third-party Networks, Merchants, APIs, cloud providers, hosting providers, email systems, analytics providers, payment-related infrastructure, social platforms, agencies, technology providers, and other external services.

Afflu does not control such third-party services and does not warrant their availability, continuity, performance, acceptance criteria, approval decisions, commercial terms, settlement logic, payout timing, payout behavior, reporting accuracy, technical operation, security, or legal compliance.

The Platform may contain links, integrations, references, reports, data, or exports relating to third-party websites, platforms, dashboards, or services.

You access and use third-party services at your own risk and subject to the applicable third-party terms and privacy policies.

Afflu is not responsible for any transaction, decision, claim, loss, suspension, data issue, payout issue, content issue, or legal issue arising from third-party websites, platforms, Merchants, Networks, agencies, advertisers, or service providers.

23. SERVICE AVAILABILITY AND DISCLAIMERS

The Platform and Services are provided on an "as is" and "as available" basis.

Afflu does not warrant:

(a) uninterrupted or error-free operation;

(b) approval or acceptance by any Network, Merchant, platform, or agency;

(d) accuracy, completeness, or timeliness of third-party data beyond what is made available to Afflu;

(e) uninterrupted access to historical data held by third parties;

(f) continuity of any Merchant program, commission rate, CPA, cookie window, payout logic, attribution rule, or third-party commercial condition;

(g) that the Services will meet your expectations or business objectives.

Operational information displayed or sent by Afflu may include provisional, estimated, delayed, incomplete, or third-party-dependent information.

Official settlement, approval, payout, reversal, chargeback, or adjustment data of the relevant Network, Merchant, platform, agency, or other third party shall prevail where more authoritative.

Afflu may carry out maintenance, updates, migrations, emergency interventions, or security measures that temporarily affect availability.

To the maximum extent permitted by applicable law, Afflu disclaims all warranties, representations, guarantees, and conditions not expressly set out in these Terms.

24. SUSPENSION AND TERMINATION

Afflu may suspend, restrict, or terminate your access to the Platform or Services at any time if:

(a) you breach these Terms or the applicable Commercial Terms;

(b) you fail to pay amounts due;

(d) continued performance would expose Afflu, you, Networks, Merchants, platforms, agencies, or third parties to legal, security, regulatory, reputational, financial, operational, or technical risk;

(e) required third-party access, permissions, credentials, approvals, or integrations are withdrawn, restricted, suspended, or become unavailable;

(f) you breach third-party terms, Network rules, Merchant requirements, or applicable laws;

(g) Afflu decides to discontinue or materially change the Platform or Services;

(h) any other reason justifies suspension or termination under these Terms or applicable law.

Afflu may also terminate the relationship for convenience upon reasonable prior written notice.

You may terminate the relationship at any time by written notice to Afflu, without prejudice to accrued rights, outstanding obligations, and surviving provisions.

Termination shall not affect:

(a) fees accrued before termination;

(b) Afflu's right to invoice amounts relating to affiliate commissions, receipts, approvals, settlements, payments, or other amounts occurring after termination where they derive from activities performed, enabled, introduced, negotiated, activated, managed, configured, tracked, or supported before termination;

(d) confidentiality obligations;

(e) payment obligations;

(f) indemnity obligations;

(g) data retention rights and obligations;

(h) any other provisions which by their nature are intended to survive termination.

Unless otherwise stated in the applicable Commercial Terms, Afflu's right to receive percentage-based fees on post-termination Gross Affiliate Receipts shall apply for twelve months following termination where such Gross Affiliate Receipts derive from activities, Protected Relationships, Affiliate Accounts, Merchant programs, Network relationships, campaigns, setups, configurations, or opportunities introduced, enabled, managed, negotiated, activated, tracked, or materially supported by Afflu before termination.

On termination:

(a) your access to the active Platform may cease immediately or on the effective date stated in the notice;

(b) Afflu shall stop performing ongoing management activities except as reasonably necessary to close out operational matters;

(c) Afflu shall, within a commercially reasonable time and subject to settlement of outstanding obligations, provide exportable dashboard data then reasonably available and hand over Affiliate Account credentials or administration rights in accordance with these Terms;

(d) Afflu may retain copies of data and records as required by law, for backup purposes, for accounting and tax purposes, for legitimate business records, and for the establishment, exercise, or defense of legal claims.

25. INDEMNIFICATION

You shall indemnify, defend, and hold harmless Afflu, its directors, employees, contractors, consultants, collaborators, affiliates, and agents from and against any claim, demand, loss, liability, damage, penalty, fine, cost, or expense, including reasonable legal fees, arising out of or in connection with:

(a) your use or misuse of the Platform or Services;

(b) your breach of these Terms or the applicable Commercial Terms;

(c) your breach of any third-party terms, Network rules, Merchant requirements, platform policies, agency obligations, or applicable laws;

(d) your unlawful, misleading, deceptive, unfair, infringing, or non-compliant content, traffic, claims, disclosures, or promotional conduct;

(e) your violation of advertising, disclosure, privacy, tax, intellectual-property, consumer-protection, unfair-commercial-practice, platform, or affiliate-marketing obligations;

(f) unauthorized instructions, false statements, inaccurate information, or misleading data provided by you;

(g) any claim relating to your products, services, content, channels, audiences, traffic sources, or materials;

(h) any alleged breach by you of obligations owed to an agency, manager, representative, network, MCN, or other third party;

(i) unauthorized or improper external disclosure or sharing of reports or confidential information.

Afflu may, at its own expense, assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate fully.

26. LIMITATION OF LIABILITY

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for willful misconduct or gross negligence to the extent such exclusion is prohibited.

Subject to the foregoing, Afflu shall not be liable for:

(a) indirect, consequential, incidental, punitive, special, or exemplary damages;

(b) loss of profits, revenues, goodwill, opportunities, audience growth, expected savings, business interruption, or reputational damage;

(c) loss, delay, withholding, reduction, reversal, chargeback, suspension, rejection, or non-payment of affiliate commissions, affiliate receipts, or other amounts by third parties;

(d) Merchant, Network, platform, agency, or third-party refusal, non-approval, suspension, termination, policy change, rule change, payout change, or commercial-condition change;

(e) interruptions, malfunctions, outages, errors, data loss, or delays caused by third-party services, force majeure, or events outside Afflu's reasonable control;

(f) discrepancies between estimated, provisional, operational, or dashboard reports and final third-party settlement, approval, payout, reversal, or adjustment data;

(g) User content, User conduct, User omissions, User tax obligations, User disclosures, or User breach of applicable laws or third-party terms;

(h) unauthorized actions by third parties, agencies, managers, representatives, Networks, Merchants, platforms, or service providers.

Subject to the foregoing, Afflu's aggregate liability arising out of or in connection with these Terms, the Platform, the Services, or the applicable Commercial Terms shall not exceed the total fees actually paid by you to Afflu in the twelve months preceding the event giving rise to the claim.

You acknowledge that the pricing and allocation of risk set out in these Terms and the applicable Commercial Terms reflect this limitation of liability.

27. ELECTRONIC COMMUNICATIONS AND EVIDENCE OF ACCEPTANCE

You agree that Afflu may provide notices, communications, account information, reports, invoices, updates, legal notices, and other information electronically, including by email, in-dashboard notice, or other electronic communication.

You agree to transact with Afflu electronically.

Acceptance of these Terms and any applicable Commercial Terms may occur through checkbox, account creation, electronic signature, email confirmation, in-dashboard acceptance, use of the Platform, or any other written or electronic method accepted by Afflu.

Afflu may record and retain evidence of acceptance, including version of the Terms accepted, timestamp, account details, email address, IP address, technical identifiers, and related acceptance logs.

28. CHANGES TO THESE TERMS

Afflu may amend these Terms from time to time for legal, regulatory, technical, security, commercial, operational, or organizational reasons.

The updated version shall be published on the Platform or otherwise made available by Afflu with the relevant "last updated" date.

Non-material changes, including clarifications, formatting updates, corrections, contact detail updates, technical updates, or changes that do not materially affect your rights or obligations, shall become effective when published on the Platform or on the date indicated in the updated Terms.

Where Afflu makes material changes to these Terms, Afflu shall provide reasonable notice by email, in-dashboard notice, or other appropriate electronic means. Unless the change is required earlier for legal, security, fraud-prevention, or urgent operational reasons, material changes shall become effective on the date indicated in the notice.

Where a material change materially affects fees, payment obligations, post-termination fee rights, non-circumvention obligations, Afflu's operational authority, suspension or termination rights, liability allocation, dispute resolution, governing law, jurisdiction, or data-processing terms, Afflu may require you to expressly accept the updated Terms before continuing to access the Platform or use the Services.

Where Afflu requires renewed acceptance of updated Terms, continued access to the Platform and Services shall be conditional upon such acceptance. If you do not accept the updated Terms, Afflu may suspend or restrict access to the Platform and Services, without prejudice to accrued rights, outstanding payment obligations, post-termination fee rights, confidentiality obligations, non-circumvention obligations, and any other provisions intended to survive termination.

For non-material changes, and for material changes where permitted by law and where Afflu does not require express renewed acceptance, continued access to or use of the Platform or Services after the effective date of the updated Terms may constitute acceptance of the updated Terms to the maximum extent permitted by applicable law.

If you do not agree to a material change, you may terminate the relationship before the effective date of the updated Terms, without prejudice to accrued rights and outstanding obligations.

29. RELATIONSHIP WITH LEGACY AGREEMENTS, COMMERCIAL TERMS, AND ORDER OF PRECEDENCE

If Afflu and the User are already party to a Legacy Agreement, that Legacy Agreement shall continue to govern the relationship between the parties for the services, period, commercial terms, special conditions, negotiated clauses, and subject matter covered by that Legacy Agreement.

For Users who are party to a Legacy Agreement, acceptance of these Terms is required for access to and use of the Platform, but shall not, by itself, amend, replace, terminate, waive, or supersede the Legacy Agreement, unless Afflu and the User expressly agree otherwise in a separate written amendment, migration agreement, or replacement agreement.

In the event of conflict between these Terms and a Legacy Agreement, the Legacy Agreement shall prevail for the specific relationship, services, period, subject matter, commercial terms, and negotiated provisions covered by that Legacy Agreement.

These Terms shall apply to Users with a Legacy Agreement only to the extent necessary to govern access to and use of the Platform, including technical access rules, account security, acceptable use, platform intellectual property, privacy, data protection, confidentiality, electronic communications, technical requirements, and operational requirements, and only to the extent such matters are not already governed differently by the applicable Legacy Agreement.

For new Users who are not party to a Legacy Agreement, these Terms shall govern the Platform and Services together with the applicable Commercial Terms.

The Commercial Terms shall prevail over these Terms only with respect to the specific fees, revenue share, entry fee, reporting cadence, payment terms, bank details, and other commercial conditions expressly set out therein.

For clarity, Commercial Terms shall not be deemed to amend, replace, waive, or supersede any Legacy Agreement unless the relevant document expressly states that it is intended to amend, migrate, replace, or supersede that Legacy Agreement and is accepted by both parties.

In the event of conflict between these Terms and any other applicable document, the following order of precedence shall apply:

(a) the applicable Legacy Agreement, solely for the services, period, subject matter, commercial terms, negotiated clauses, and relationship covered by that Legacy Agreement;

(b) the applicable Commercial Terms, solely with respect to fees, revenue share, entry fee, reporting cadence, payment terms, bank details, and specific commercial conditions not already governed by a Legacy Agreement;

(c) the Data Processing Agreement, solely with respect to data-processing matters under Article 28 GDPR, unless a Legacy Agreement includes a data-processing clause or data-processing agreement expressly intended to prevail;

(d) these Terms;

(e) the Privacy Policy, solely with respect to privacy-notice matters.

30. GENERAL PROVISIONS

The parties are independent contractors.

You may not assign or transfer these Terms, the applicable Commercial Terms, or any rights or obligations arising from them without Afflu's prior written consent.

Afflu may assign or transfer these Terms and the applicable Commercial Terms as part of a corporate reorganization, merger, acquisition, sale of business, intra-group restructuring, financing transaction, or transfer of the Platform or Services.

These Terms, the Privacy Policy, the Data Processing Agreement where applicable, the applicable Commercial Terms, and any applicable Legacy Agreement within the limits set out in Section 29 constitute the entire agreement between the parties regarding the subject matter respectively governed by each document.

If any provision is invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

Failure or delay to enforce any right shall not constitute a waiver.

Notices may be given by email, in-dashboard notice, or other written electronic communication reasonably calculated to reach the recipient.

Neither party shall be liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations.

31. GOVERNING LAW, JURISDICTION, AND LANGUAGE

These Terms, the applicable Commercial Terms, any applicable Legacy Agreement to the extent relevant, and any non-contractual obligations arising out of or in connection with them shall be governed by Italian law, without prejudice to any mandatory laws that may apply.

Any dispute arising out of or in connection with these Terms, the Platform, the Services, the applicable Commercial Terms, or the relevant relationship shall be subject to the exclusive jurisdiction of the Court of Rome, Italy, except where mandatory law requires otherwise.

These Terms may be translated into Italian or other languages for convenience. Unless expressly stated otherwise, the English version shall prevail for interpretative purposes to the maximum extent permitted by applicable law.

32. SPECIFIC ACKNOWLEDGMENT OF IMPORTANT CLAUSES

To the extent required or permitted under applicable law, by accepting these Terms you specifically acknowledge and accept the following provisions, which may contain limitations, obligations, rights of suspension or termination, liability allocations, payment obligations, non-circumvention obligations, indemnity obligations, document-precedence rules, and other provisions of particular importance:

Section 4, Account application, approval, and mandatory acceptance; Section 5, Onboarding data, tax residence, and forms submitted by Afflu; Section 6, Authority, agencies, and third-party representatives; Section 8, Affiliate Accounts and Afflu's operational authority; Section 9, Proper use of the Platform; Section 11, Prohibited promotional methods; Section 12, Commercial Terms, fees, and taxes; Section 13, Gross Affiliate Receipts and fee calculation; Section 14, Reporting, invoicing, payment, and verification; Section 15, Reports, third-party data, and external sharing; Section 16, Commission and payment disclaimers; Section 17, Anti-bypass and non-circumvention; Section 22, Third-party services and links; Section 23, Service availability and disclaimers; Section 24, Suspension and termination; Section 25, Indemnification; Section 26, Limitation of liability; Section 28, Changes to these Terms; Section 29, Relationship with Legacy Agreements, Commercial Terms, and order of precedence; Section 31, Governing law, jurisdiction, and language.

33. CONTACTS

For contractual, operational, or general matters: info@afflu.eu For privacy matters: privacy@afflu.eu

ANNEX 1: DATA PROCESSING AGREEMENT

1. ROLES OF THE PARTIES

Where Afflu processes personal data on behalf of you or your organization in connection with the Services, you or your organization act as controller and Afflu acts as processor pursuant to Article 28 GDPR.

Afflu acts as independent controller for personal data processed for account registration, verification, user management, platform administration, billing, security, legal compliance, pre-contractual management, and related business operations.

2. SUBJECT MATTER AND PURPOSE OF PROCESSING

Afflu processes personal data on behalf of the controller exclusively to provide, operate, support, secure, and improve the Services, including account management, affiliate operations, reporting support, technical configuration, platform access, troubleshooting, and related activities.

3. DURATION OF PROCESSING

Processing shall continue for the period during which the User uses the Platform or Services and thereafter for the period necessary to comply with legal obligations, backup procedures, legitimate business record retention, and the establishment, exercise, or defense of legal claims.

4. CATEGORIES OF DATA AND DATA SUBJECTS

Categories of personal data may include identification data, contact data, business contact details, platform identifiers, logs, timestamps, technical data, account usage data, affiliate operational data, and other personal data provided or made available in connection with the Services.

Categories of data subjects may include Users, organization representatives, employees, collaborators, contractors, business contacts, and other persons involved in activities managed through the Platform or Services.

5. OBLIGATIONS OF AFFLU AS PROCESSOR

Afflu shall:

(a) process personal data only on documented instructions of the controller, including these Terms, the applicable Commercial Terms, and lawful instructions given in the context of the Services;

(b) ensure that persons authorized to process personal data are bound by confidentiality obligations;

(d) assist the controller, taking into account the nature of processing, with data subject requests and GDPR compliance obligations where reasonably possible;

(e) notify the controller without undue delay after becoming aware of a personal data breach affecting personal data processed on behalf of the controller;

(f) make available reasonable information necessary to demonstrate compliance with Article 28 GDPR, subject to confidentiality, security, and proportionality requirements.

6. SUB-PROCESSORS

The controller generally authorizes Afflu to engage sub-processors for the provision of the Platform and Services, including cloud providers, hosting providers, database providers, email providers, infrastructure providers, communication tools, analytics tools, and technical service providers.

Afflu shall select sub-processors providing adequate guarantees and shall impose data protection obligations consistent with Article 28 GDPR.

Afflu shall remain responsible for the performance of its sub-processors to the extent required under applicable data protection law.

7. INTERNATIONAL TRANSFERS

Where personal data are transferred outside the European Economic Area, Afflu shall ensure that such transfers take place in accordance with Articles 44 et seq. GDPR, including through adequacy decisions, Standard Contractual Clauses, or other applicable transfer mechanisms.

8. DATA SUBJECT REQUESTS

Afflu shall reasonably assist the controller in responding to data subject requests relating to access, rectification, erasure, restriction, portability, and objection.

Where Afflu receives a request directly and identifies it as relating to processing carried out on behalf of the controller, Afflu shall forward the request to the controller without responding independently, unless required by law.

9. RETURN AND DELETION

Upon termination of the Services, Afflu shall delete, anonymize, or return personal data processed on behalf of the controller, unless retention is required or permitted by law, backup procedures, legitimate business record retention, or the establishment, exercise, or defense of legal claims.

Residual copies may temporarily remain in backup systems in accordance with Afflu's technical procedures.

10. AUDITS AND INFORMATION

Afflu shall make available reasonable information necessary to demonstrate compliance with this Data Processing Agreement.

Any audit request must be proportionate, reasoned, limited to what is strictly necessary, and compatible with system security, confidentiality, third-party rights, and the interests of other customers.

On-site audits may be subject to prior written agreement, reasonable notice, confidentiality undertakings, security requirements, and reimbursement of reasonable costs.

11. LIABILITY

Afflu's liability under this Data Processing Agreement is subject to the limitations and exclusions set out in the Terms and the applicable Commercial Terms, to the maximum extent permitted by applicable law.

12. PRECEDENCE

In the event of conflict between this Data Processing Agreement and the Terms, this Data Processing Agreement shall prevail solely with respect to data-processing matters under Article 28 GDPR.