Irelia Affiliate Agreement

Terms of the Irelia affiliate marketing programme

Version 1.0 · effective from 8 October 2026

1. Parties, definitions and subject matter

1.1 Parties. This agreement (“Agreement”) is entered into between Automation Genius By KDL, a sole proprietorship of Kristian Di Lillo, VAT No. IT02789630692, with registered office at Contrada Santa Maria Maggiore 4, 66011 Bucchianico (CH), Italy, certified email (PEC) nextwaveai@pec.it, trading under the Irelia brand (“Irelia”), and the person or entity that joins the Programme (“Affiliate”).

1.2 Definitions. In this Agreement:

• Programme: Irelia’s affiliate marketing programme governed by this Agreement.
• Platform: Irelia’s software platform for creating and managing artificial intelligence agents.
• Account: the user’s account on the Platform.
• Affiliate Area: the section of the Account where the Affiliate finds the Link, the Conversions, the accrued Share and the payment requests.
• Link: the personal affiliate link assigned to the Affiliate.
• Partner ToS: the terms of service under which Irelia provides the Platform to Partners.
• Partner and Plan: have the meaning given in the Partner ToS.
• Attributed Partner: the Partner whose registration is attributed to the Link under Art. 5.
• Conversion: the registration of an Attributed Partner followed by payment of a Plan.
• Plan Payment: each amount paid by the Attributed Partner to Irelia as consideration for the Plan, net of VAT, actually collected and not returned. It does not include Credits or any other amount.
• Share: the amount granted by Irelia to the Affiliate under Art. 6, in Discount Mode or in Fee Mode.
• Discount: the Share applied as a reduction of the price of the Affiliate’s Plan (Discount Mode).
• Fee: the Share paid in money (Fee Mode).

1.3 Subject matter. The Affiliate may promote the Platform by sharing the Link and promotional content through its own channels, at its discretion and with no obligation to do so (Art. 2.2). On the Plan Payments of Attributed Partners, Irelia grants the Affiliate the Share, in the Mode chosen under Art. 6.2: in Fee Mode, as monetary consideration for the advertising service rendered; in Discount Mode, as a discount on the price of the Affiliate’s Plan, provided for in this Agreement from its conclusion.

2. Nature of the relationship

2.1 Characterisation. The Agreement is an atypical affiliate marketing contract under Art. 1322 of the Italian Civil Code: the Affiliate’s activity is an advertising service and the Share is linked to results. The Agreement does not constitute an agency contract (Arts. 1742 et seq. of the Italian Civil Code), business introduction (procacciamento d’affari), brokerage (Arts. 1754 et seq. of the Italian Civil Code), commercial affiliation (franchising) under Law 129/2004, a mandate with or without power of representation, employment, quasi-employment (lavoro parasubordinato) or coordinated and continuous collaboration. No obligation arises to register with or pay contributions to the Fondazione Enasarco, nor any right to the FIRR or to the indemnity under Art. 1751 of the Italian Civil Code.

2.2 No obligation to promote. The Affiliate has no targets, minimum volumes, publication frequencies or amounts of activity to perform. If it does not promote the Platform, it is not in breach and suffers no contractual consequence.

2.3 Non-exclusivity. The relationship involves no territorial, sector, customer-type or other exclusivity. The Affiliate may provide similar services to third parties, including competitors of Irelia. Irelia may have other affiliates on the same channels and audiences.

2.4 Autonomy. The Affiliate operates with its own organisation and means and freely chooses channels, content, timing and tools. Irelia does not exercise direction, coordination or control over the Affiliate’s activity, except for the limits of lawfulness and trademark use set out in Art. 4. The Affiliate has no power to represent Irelia: it does not enter into contracts, receive payments, assume obligations or make statements in Irelia’s name.

3. Enrolment

3.1 Enrolment. Anyone holding an Account may join the Programme. Enrolment requires neither a Plan nor a VAT number. Discount Mode applies to the Affiliate’s Plan, even if activated after enrolment (Art. 6.3); Fee Mode is reserved for those acting in the course of a business, commercial, craft or professional activity, under the conditions of Art. 7.2.

3.2 Acceptance. Enrolment is completed upon acceptance of the Agreement in the Affiliate Area and the specific, separate approval of the clauses listed in Art. 12. Irelia records the accepted version, with date, time and Account.

3.3 Affiliate’s data. The Affiliate is solely responsible for the accuracy of the identification and tax data it provides under Art. 7.2 and keeps them up to date in the Affiliate Area.

3.4 Affiliate who is also a Partner. The Affiliate may also be a Partner. The two relationships remain separate: the Partner relationship is governed by the Partner ToS; this Agreement governs only the Programme.

4. Promotion rules and use of the trademark

4.1 Principle. When promoting the Platform, the Affiliate does so lawfully, fairly and truthfully. It complies with the rules on commercial communications and on misleading and comparative advertising (Legislative Decree 145/2007), on personal data protection, and with the rules of the platforms on which it publishes.

4.2 Prohibitions. The Affiliate may not:

1. send unsolicited promotional communications, by email, messaging, SMS or other channels, to recipients who have not consented to them;
2. disseminate false, unverifiable or misleading claims about the features, results or prices of the Platform, including promises of earnings;
3. present itself as Irelia or as acting in its name or on its behalf;
4. use the Irelia trademark in domain names, account names, product names or company names;
5. generate artificial Conversions, including fictitious registrations or registrations incentivised in an undisclosed manner.

4.3 Transparency. In content containing the Link, the Affiliate clearly discloses the commercial nature of its relationship with Irelia.

4.4 Trademark licence. For the term of the Agreement, Irelia grants the Affiliate a free, non-exclusive, non-transferable and revocable licence to use the Irelia trademark and the materials Irelia makes available, solely for the purpose of promoting the Platform. Irelia may request the removal or modification of content that breaches this article or harms its image; the Affiliate complies within 5 days.

4.5 Nature of the rules. The rules in this article define the boundaries of lawful promotion and trademark use. They do not specify the channels, content, volumes or timing of the Affiliate’s activity and do not constitute directions.

5. Attribution

5.1 Rule. A Partner is attributed to the Affiliate when it opens an Account as a Partner within 90 days of first accessing the Platform or the Irelia website through the Link, as detected by the Platform, and was not already a Partner. If the Partner arrived through the links of more than one affiliate, the first one prevails.

5.2 Self-referral. A Partner that coincides with the Affiliate or is attributable to the same person or entity, in particular by identity of VAT number, owner or control, is not attributed to the Affiliate.

5.3 Duration of attribution. Attribution is permanent, subject to Art. 10.

5.4 Tracking data. Detection of the Link relies on browser technologies and may fail, for example if the user does not consent to storage, deletes browsing data, changes device or blocks local storage. The data recorded by the Platform are authoritative, save for manifest error. The Affiliate may dispute them within 60 days of their appearance in the Affiliate Area.

5.5 Confidentiality of Partners. The Affiliate Area shows Conversions and accrued Share without data identifying the Attributed Partners.

6. Share and Modes

6.1 Share. Irelia grants the Affiliate a Share equal to 40% of each Plan Payment of the Attributed Partners.

6.2 Choice of Mode. Upon activating the Programme, the Affiliate chooses, once only and irrevocably, the form in which it receives the Share: (a) Discount Mode: the Share reduces the price of the Affiliate’s Plan; (b) Fee Mode: the Share is paid in money. The choice applies for the entire term of the Agreement and to every Share accrued. It cannot be changed, and it is not possible to receive part of the Share in one Mode and part in the other.

6.3 Discount Mode. The Discount is applied automatically, as a reduction of the taxable amount, to the price of the Affiliate’s Plan at each renewal, until used up; Irelia invoices the Affiliate only for the remaining amount and, if the Discount covers the entire price, issues no invoice. An Affiliate without a Plan accumulates the Discount and uses it when it activates one. The Discount has no monetary value: it is not convertible into money, is not transferable or assignable, cannot be used for anything other than the Affiliate’s Plan, and does not constitute a credit, a prepaid balance or a means of payment. Any remaining Discount lapses, without compensation, upon cessation of the Affiliate’s Plan, upon the Affiliate’s withdrawal (Art. 10.3) or upon termination under Art. 10.5. It does not lapse upon Irelia’s withdrawal (Art. 10.4). The Discount is neither a payment nor monetary consideration and is not invoiced by the Affiliate.

6.4 Fee Mode. The Fee is paid in money in accordance with Art. 7. It remunerates the Affiliate’s continuing advertising service: its recurring nature reflects the fact that the Affiliate’s content continues to generate revenue for Irelia over time. It is not an agency commission under Art. 1748 of the Italian Civil Code, nor a share of profits, nor remuneration for an employment or intermediation relationship.

6.5 VAT and withholdings (Fee Mode). The Fee is inclusive of any VAT charged by the Affiliate on its invoice and gross of any withholding, tax or contribution payable by the Affiliate. Example: on a Fee of EUR 1,000, an Affiliate under the ordinary Italian VAT regime invoices EUR 819.67 plus VAT at 22% of EUR 180.33, for a total of EUR 1,000.

6.6 Accrual. The Share accrues 7 days after collection of each Plan Payment and is visible in the Affiliate Area. If the Attributed Partner does not pay for the Plan, no Share accrues; if it reactivates the Plan, the Share resumes accruing.

6.7 Reversals. If a Plan Payment is returned, refunded or charged back, in whole or in part and for any reason:

1. the Share not yet applied or paid is cancelled proportionally;
2. the Discount already applied reduces the next Discount; if no further Discount accrues, Irelia may invoice the Affiliate for the difference in Plan price left unpaid as a result of the Discount applied without entitlement;
3. the Fee already paid generates a negative balance of the same amount, set off against subsequent Fees under Art. 1252 of the Italian Civil Code; the Affiliate issues the corrective tax documents required by applicable law.

6.8 Negative balance at the end of the Agreement. If, at the end of the Agreement, a negative balance or a Plan price difference under Art. 6.7, point 2, remains, Irelia may request its payment; the Affiliate pays within 30 days of the request and, in Fee Mode, issues the corrective tax documents required by applicable law.

6.9 No other benefit. The Share, in the chosen Mode, is the only benefit due to the Affiliate. Expense reimbursements, guaranteed minimums, bonuses and any other amount not provided for in this Agreement are excluded.

7. Invoicing and payment (Fee Mode)

7.1 Payment request. The Affiliate requests payment from the Affiliate Area when the balance of accrued Fees reaches at least EUR 100. The request covers the entire available balance. The threshold serves only to group payments and is not an activity target.

7.2 Payment requirements and invoice. Payment is reserved for those acting in the course of a business, commercial, craft or professional activity. By requesting payment, the Affiliate declares this and declares that it is not a consumer. Before each payment, the Affiliate issues to Irelia, at the contact details set out in Art. 1.1, an invoice for the amount requested, compliant with the rules applicable to it and complete with its identification and tax data; if established in Italy, an electronic invoice through the Exchange System (Sistema di Interscambio). Without a compliant invoice, payment is not payable. Fees accrued by those who cannot issue an invoice remain set aside and become payable when they can issue one.

7.3 Payment. Upon receipt of the invoice, Irelia pays by bank transfer to the bank details stated in the invoice, within 30 days of receipt.

7.4 Suspension for checks. If it has well-founded grounds to believe that Art. 4.2 or 5.2 has been breached, Irelia may suspend payment or application of the Share linked to the Conversions concerned for no more than 60 days, notifying the Affiliate.

7.5 Tax obligations. The Affiliate fulfils its own tax and social security obligations. Each Party bears its own bank charges.

8. Changes to the Programme

8.1 Right to amend. Irelia may amend the Programme and this Agreement, including the percentage in Art. 6.1, with 30 days’ notice communicated by email or in the Affiliate Area.

8.2 Uniformity. Changes to the Share apply equally to all Affiliates. Irelia does not change the amount of the Share for an individual Affiliate.

8.3 Prospective effect. Changes to the Share apply to the Share accruing on Plan Payments collected after the effective date, including for Partners already Attributed. They do not affect the Share already accrued.

8.4 Exceptions to notice. Changes favourable to the Affiliate and those imposed by law or by orders of authorities may take effect immediately.

8.5 Withdrawal. An Affiliate that does not accept a change may withdraw under Art. 10.2.

8.6 Limits. Changes do not affect attributions already made or the Share already accrued. They do not reduce the protections provided by Arts. 6.3 and 10.4 in the event of Irelia’s withdrawal.

9. Liability and indemnity

9.1 Limitation of liability. Save in cases of wilful misconduct or gross negligence, Irelia’s aggregate liability to the Affiliate under the Agreement shall not exceed the value of the Share granted to the Affiliate in the 12 months preceding the event giving rise to it. Irelia is not liable for indirect damages, loss of profit, loss of opportunity or advertising and promotional expenses incurred by the Affiliate. The limit does not apply to the payment or application of the accrued Share.

9.2 No guarantee of results. Irelia does not guarantee a minimum number of Conversions, the continuity of the Programme or the uninterrupted operation of the Platform and of tracking.

9.3 Indemnity. The Affiliate shall indemnify and hold Irelia harmless from any claim, penalty, cost or damage, including reasonable legal fees, arising from: (a) breach of Art. 4; (b) the Affiliate’s content and communications; (c) processing of personal data carried out by the Affiliate; (d) breach of its tax and social security obligations.

10. Term, withdrawal and termination

10.1 Term. The Agreement is for an indefinite term.

10.2 Withdrawal. Either Party may withdraw at any time, with no notice period, without giving reasons and without compensation, by written communication, including by email or from the Affiliate Area.

10.3 Effects of the Affiliate’s withdrawal. The Share accrues only on Plan Payments collected up to the date of withdrawal. The accrued Fee remains due and is paid in accordance with Art. 7; any remaining Discount lapses under Art. 6.3.

10.4 Effects of Irelia’s withdrawal. Irelia’s withdrawal does not extinguish the effects of the Agreement on the Partners already Attributed at the date of withdrawal. The Link generates no new attributions. On the Plan Payments of these Partners the Share continues to accrue in the chosen Mode, in accordance with Arts. 6, 7 and 8. In Discount Mode, the Discount accrued before and after the withdrawal continues to apply to the Affiliate’s Plan under Art. 6.3. The Affiliate retains access to the Affiliate Area for these purposes.

10.5 Express termination clause. Irelia may terminate the Agreement under Art. 1456 of the Italian Civil Code, by written communication with immediate effect, if the Affiliate: breaches Art. 4.2 or Art. 4.3; attempts to have Partners attributed to itself in breach of Art. 5.2; has made false declarations under Art. 7.2. In such case: (a) no Share is due on Conversions obtained in breach, and any Share already paid or applied is returned or charged under Art. 6.7; (b) the Fee accrued up to termination on the other Conversions remains due, while any remaining Discount lapses; (c) no further Share accrues.

10.6 Cessation of business. The cessation of the Affiliate’s business or of its VAT number is equivalent to its withdrawal.

10.7 Common effects. At the end of the Agreement the licence under Art. 4.4 terminates; the Affiliate removes or modifies content using the Irelia trademark at Irelia’s request. Arts. 6.3, 6.7, 6.8, 7, 9, 10 and 11 survive.

11. Personal data and final provisions

11.1 Affiliate’s data. Irelia processes the Affiliate’s data as data controller, in accordance with its privacy policy, Affiliate section, available at https://irelia.ai/legal/privacy.

11.2 Data of the Affiliate’s audience. The Affiliate is an independent controller of the personal data it processes in its promotional activity. It does not collect data on Irelia’s behalf and does not transmit contact lists to Irelia. Irelia directly collects, as controller, the data of those who open an Account through the Link.

11.3 Communications. Communications between the Parties take place through the Affiliate Area, at the Account email address or, for Irelia, at the PEC address set out in Art. 1.1. Communications sent to the registered contact details are presumed received.

11.4 Assignment. The Affiliate may not assign the Agreement without Irelia’s written consent. If Irelia transfers the Platform or its business to a successor, the Agreement continues with the successor on the same terms; Irelia informs the Affiliate in advance, and the Affiliate’s right of withdrawal remains unaffected.

11.5 Relationship between professionals. The Programme remunerates an activity carried out in the course of an economic activity. Anyone requesting payment of Fees declares that they act as an economic operator under Art. 7.2; the Consumer Code (Legislative Decree 206/2005) does not apply to that relationship.

11.6 Language. In the event of conflict between the Italian text and its translations, the Italian text prevails.

11.7 Governing law and jurisdiction. The Agreement is governed by Italian law. The Court of Chieti has exclusive jurisdiction over any dispute, including for Affiliates established outside Italy.

11.8 Final clauses. The invalidity of a clause does not affect the others. A Party’s tolerance of the other Party’s breaches does not constitute a waiver. The Agreement is published with a version number and date; Irelia keeps previous versions accessible.

12. Specific approval

Pursuant to Arts. 1341 and 1342 of the Italian Civil Code, the Affiliate declares that it has read and specifically approves: Art. 2 (nature of the relationship, absence of obligations, non-exclusivity, autonomy); point 5.4 (tracking data and time limit for disputes); points 6.2 and 6.3 (irrevocability of the Mode, absence of monetary value and lapse of the Discount); points 6.7 and 6.8 (reversals, set-off, negative balance and charging of the Plan price difference); point 7.4 (suspension of payments); Art. 8 (unilateral amendment of the Programme and of the Share); Art. 9 (limitation of liability and indemnity); point 10.2 (withdrawal); points 10.3 and 10.6 (effects of the Affiliate’s withdrawal and of the cessation of its business); point 10.5 (express termination clause); point 11.4 (assignment); point 11.7 (exclusive jurisdiction).