Affiliate Programme Terms

These Affiliate Programme Terms (the Affiliate Terms) form an agreement between San Digital Limited (we, us or Overshow) and the person or organisation approved to participate in the Overshow affiliate programme (you or the Affiliate). They supplement the Overshow Terms and Conditions and Privacy Notice.

Version: affiliate-terms-v1

By applying, you confirm that you have read and accepted the version shown above. An application does not itself make you an Affiliate. Participation begins only when we approve the application.

1. Eligibility and approval

You must be at least 18 years old and legally able to enter into this agreement. If you apply for an organisation, you confirm that you have authority to bind it.

We may approve or reject an application at our discretion. On approval, we set your commission rate and the free-Pro offer available to people who use your code. These settings appear in your affiliate dashboard.

You participate as an independent contractor. Nothing in these Affiliate Terms creates employment, agency, partnership, franchise or authority to bind Overshow.

2. Your affiliate code

We provide a unique code for attribution. You may share the code in approved, lawful promotional channels. You must not sell, transfer, sublicense or allow another person to present the code as their own.

A person is attributed once, when Overshow validly records the code against their account. Attribution is subject to our fraud, duplicate-account, self-referral and technical validation. Where an account already has a credited referrer, a later code does not replace that attribution.

The referred person's free-Pro offer is the number of days shown in your dashboard when they are attributed. It is separate from your commission and does not guarantee that they will become a paying customer.

3. Advertising standards

You must make the commercial nature of affiliate promotions clear before or at the point a person engages with them. Where the context does not already make this obvious, use a prominent label such as Ad. Labels such as “affiliate” or “aff” alone may not be sufficiently clear.

You are responsible for ensuring that your promotions:

• are accurate, lawful, fair and not misleading;
• comply with the CAP Code, consumer-protection rules, platform rules and any other advertising requirements that apply to you;
• do not make claims about Overshow, its privacy, security, pricing or capabilities that we have not published or approved;
• do not use spam, unsolicited bulk messages, deceptive redirects, cookie stuffing, adware or other forced attribution;
• do not bid on Overshow or San Digital trade marks, misspellings or confusingly similar terms in paid search without our written permission;
• do not impersonate Overshow, register confusing domains or accounts, or suggest that you are an employee or authorised spokesperson; and
• are not directed at children.

You must promptly correct or remove promotional content if we reasonably ask you to do so.

4. Qualifying revenue and commission

Your dashboard shows the commission rate locked to each valid referral. The rate will be between 20% and 50%. A later rate change does not reprice an earlier referral.

Commission can accrue only on eligible net revenue from a referred customer's paid Overshow invoices during the six-month period beginning with that customer's first paid invoice. If an annual invoice is paid within that period, its full eligible net amount is included rather than prorated.

For these purposes, eligible net revenue means the amount actually settled to Overshow after deducting:

• Stripe or other payment-processing fees;
• VAT, sales tax and other tax collected from the customer;
• refunds, failed payments, chargebacks and disputes; and
• reversals or other payment adjustments.

Commission is calculated in the currency in which the payment movement settles. Different currencies are tracked and paid separately. Rounding is performed to the currency's minor unit. Overshow's payment and ledger records are the source of truth, subject to correction of manifest error.

No commission is due for self-referrals, duplicate or fraudulent accounts, test transactions, unpaid invoices, transactions outside the attribution window, or purchases that were ineligible when the original payment cleared.

5. Clearing, adjustments and balances

A positive commission entry becomes eligible 30 days after the underlying payment clears. This period allows refunds and disputes to be reflected before payout. A negative adjustment is eligible immediately.

Refunds, disputes and reinstatements follow the eligibility decision made for the original payment, even if they occur after the six-month window or while your account is suspended. They may reduce a future balance. If an adjustment is recorded after a payout, we may carry the negative amount forward, offset it against a later payout or require repayment where appropriate.

Your dashboard distinguishes pending, eligible and paid entries. A dashboard entry or draft payout record is an accounting record, not confirmation that money has moved.

6. Payouts, identity checks and tax

Payouts are arranged manually outside Overshow. We pay only a positive eligible balance and may combine all eligible positive and negative entries for the same settlement currency. We do not promise a fixed payout date.

Before making a payout, we may require accurate identity, address, bank or payment details, tax information, invoices or other records reasonably needed for fraud prevention, sanctions screening, accounting or legal compliance. We may delay or withhold a payout while required information is missing, inconsistent or under review.

You are responsible for determining, reporting and paying your own income tax, National Insurance, VAT and other taxes or charges arising from the programme. We may deduct or report amounts where the law requires us to do so. Nothing in these Affiliate Terms is tax advice.

You must keep your payout details accurate. You are responsible for loss caused by details you supplied incorrectly, except to the extent caused by our failure to use reasonable care.

7. Records and personal data

We process application details, account identifiers, referral attribution, commission entries, payout records and audit information to administer the programme, prevent abuse and meet legal obligations. See the Overshow Privacy Notice for more information and for your data-protection rights.

Financial records may need to be retained after account deletion for tax, accounting, dispute or legal purposes. Where the account identifier is no longer needed, retained records are pseudonymised and direct profile or payout-reference data is scrubbed.

The dashboard intentionally does not disclose a referred person's email address or account identifier. You must not ask a person to send unnecessary personal data to Overshow on your behalf or combine programme information with unlawfully obtained data.

8. Suspension and termination

We may suspend participation immediately where we reasonably suspect fraud, misleading promotion, legal or platform non-compliance, security risk, abuse of attribution, or another material breach. While suspended, your code remains on the affiliate path but new payments do not accrue commission. Existing eligible earnings remain subject to adjustments and payout checks.

Either party may end participation by written notice. We may terminate immediately for a material breach, fraud, illegality, sanctions risk or conduct likely to harm customers or Overshow.

On termination, you must stop presenting yourself as an Affiliate and remove affiliate promotions where reasonably practicable. Valid commission already eligible remains payable after deductions and checks. Pending entries continue through their clearing period and remain subject to later adjustments. No new commission accrues on payments clearing after termination unless we agree otherwise in writing.

9. Intellectual property

Overshow and San Digital names, trade marks, designs, software and materials remain ours or our licensors'. We grant you a limited, revocable, non-exclusive and non-transferable permission to use approved programme materials solely to participate in the programme. You must follow any brand guidance we provide and stop using the materials when participation ends.

You grant us permission to use promotional material you submit to us only as needed to review, administer or evidence programme compliance. You retain ownership of your original content.

10. Confidentiality

You must protect non-public commercial, technical, security and customer information received through the programme and use it only for participation. This obligation does not apply to information that is already public through no breach, was lawfully known to you, or must be disclosed by law.

11. Liability

Nothing in these Affiliate Terms excludes liability that cannot lawfully be excluded, including liability for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence.

Subject to that, neither party is liable to the other for indirect or consequential loss, loss of profit, revenue, goodwill or anticipated savings arising from the programme. Our total liability arising from the programme in any 12-month period is limited to the commission paid or payable to you during that period.

You are responsible for claims, costs and losses caused by your unlawful or misleading promotion, infringement of third-party rights, misuse of personal data, or material breach of these Affiliate Terms.

12. Changes to these Affiliate Terms

Each published version is identified and content-hashed. We may publish a new version for future participation. If a change is material, we will give reasonable notice and may require you to accept the new version before continuing to promote Overshow or accrue new commission.

Changing these Affiliate Terms does not rewrite commission entries already recorded under locked referral terms. If you do not accept a required new version, you may stop participating.

13. General

These Affiliate Terms, the Overshow Terms and Conditions, the Privacy Notice and any written programme settings shown in your dashboard form the agreement for the programme. If they conflict on an affiliate-specific matter, these Affiliate Terms take priority.

You may not assign your rights under the programme without our written consent. We may assign this agreement as part of a reorganisation, financing or transfer of the Overshow business.

If a provision is unenforceable, the rest remains effective. A delay in enforcing a right is not a waiver. Notices may be sent to the email address associated with your account or to the contact details below.

These Affiliate Terms are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, after the parties first try in good faith to resolve a dispute directly.

14. Contact

Questions or notices about the affiliate programme can be sent to:

• Email: hi@over.show
• Address: San Digital Limited, Kendal House, Oxenholme Road, Kendal, England, LA9 7RL
• Company number: 12957488