Advertiser Agreement

This Advertiser Agreement (“Agreement”) is between ConvertLane Ltd (“ConvertLane”, “Network”, “we”, “us”) and the legal entity applying or approved as an advertiser (“Advertiser”, “you”).

By applying, executing an Insertion Order (“IO”), or funding a campaign, you agree to this Agreement, each applicable IO, our Terms of Service, and our billing and compliance policies provided at onboarding. If an IO conflicts with this Agreement for a specific offer, the IO prevails for that offer.

1. Services

1. ConvertLane will distribute your approved offers to vetted publishers subject to this Agreement and each IO.
2. Services include publisher recruitment within our standards, tracking setup, cap and geo management, reporting, fraud screening, and payment collection per our billing policy.
3. We do not guarantee traffic volume, specific publishers, conversion rates, or market share.
4. We may refuse or remove publishers, traffic sources, or creatives that create legal, brand, or fraud risk.

2. Advertiser obligations

You will:

• Provide accurate offer terms, landing pages, postback URLs, validation rules, and product information;
• Maintain all licences, registrations, and approvals required for your products (including finance, gambling, health, and telecom where applicable);
• Fund campaigns via prepay or an approved credit line before caps are opened or increased;
• Validate conversions in good faith within agreed service levels;
• Approve or reject disputed conversions with documented reasons;
• Not request or knowingly accept traffic that violates law or our policies;
• Keep publisher identities confidential where we designate them private;
• Notify us within 5 business days of material changes to your product, licensing, or corporate structure.

3. Compliance and due diligence

1. You warrant that application and due diligence information is accurate.
2. You indemnify ConvertLane Ltd against claims arising from your product, advertising claims, lack of licence, or breach of consumer law — except our gross negligence or wilful misconduct.
3. We may pause or remove offers that create regulatory, payment, or reputational risk without liability to you for lost volume where pause is reasonable.

4. Fees and billing

1. You pay ConvertLane per IO, typically comprising publisher payout plus network fee (margin or override stated in the IO or rate card).
2. Setup fees, monthly minimums, or technology fees may apply for enterprise accounts as stated in writing.

Default billing models

Model	When used	Summary
Prepay (default)	All new advertisers	Funds received before offer goes live and before material cap increases
Credit line	Approved established accounts only	Signed credit addendum; Net-15 or Net-30 invoice per approval

Prepay rules (summary)

• Minimum top-up amounts are stated in your IO or onboarding pack (typically £5,000 / $5,000 / €5,000 equivalent unless agreed otherwise).
• We may pause caps at 90% consumption and hard-pause at 100% until replenished.
• Unused prepay balances are refunded on termination minus earned fees and contractual adjustments.
• Late payment on credit accounts may result in immediate cap pause and contractual interest or late fees where permitted by law.

5. Tracking and validation

1. Our tracking and reporting platform is the system of record unless the IO specifies otherwise.
2. You will implement server-to-server postbacks or provide validation files within 3 business days of month-end unless the IO differs.
3. Disputes must be raised within 14 days with specific conversion or click IDs. We will investigate with publishers in good faith.
4. You remain the data controller for end-user personal data collected on your properties. We act as processor where required under a separate data processing agreement.

6. Fraud and quality

1. We operate anti-fraud measures but do not warrant zero fraud.
2. Either party may reject invalid conversions per the IO definition.
3. On material fraud, we may pause the offer and require your cooperation with investigation. You will not bill end users based on rejected fraudulent events.

7. Confidentiality

Non-public commercial terms, unpublished rate cards, and private publisher lists are confidential. Each party will use reasonable care and disclose only to personnel and advisers with a need to know.

8. Term and termination

1. This Agreement continues until terminated.
2. Either party may terminate for convenience on 14 days’ written notice; active IOs wind down per their notice provisions.
3. Either party may terminate immediately for material breach, fraud, insolvency, or loss of required licence.
4. On termination: caps are zeroed; final reconciliation and settlement of valid conversions within 20 business days, subject to holds for disputes or investigations.

9. Limitation of liability

1. Neither party is liable for indirect, consequential, or punitive loss.
2. Our total liability is capped at fees paid by you to ConvertLane in the three months before the claim, except for fraud, death, or personal injury caused by negligence.

10. General

• Governing law: England and Wales
• Jurisdiction: Courts of England and Wales
• Entire agreement: This Agreement, IOs, credit addenda (if any), and referenced policies
• Amendments: Material published changes with notice to active advertisers where required
• Notices: Email to registered business contacts
• Force majeure: Neither party liable for failure caused by events beyond reasonable control (excluding payment obligations already accrued)

11. Execution

For approved advertisers, this Agreement is deemed accepted on the approval date in our onboarding correspondence. Counter-signed copies may be issued on request. Enterprise master service agreements override conflicting standard terms where executed in writing.