Affiliate Marketing Site Due Diligence
Due diligence on an affiliate marketing site under LOI means verifying reported commission income against the affiliate network’s own statements, confirming program by program which relationships transfer to the buyer and which require reapplication, and checking that the site’s link disclosures and visitor-data practices already meet Canadian requirements before you become legally responsible for them.
By the time a buyer signs a letter of intent on an affiliate site, the headline numbers have already done their job of generating interest — due diligence is where those numbers either hold up against source documents or do not. Because the asset itself is intangible and the income depends on relationships the seller does not fully control, verification here focuses less on physical inspection and more on reconciling reported figures against what the affiliate networks and merchants actually show, and confirming exactly what a buyer is legally allowed to inherit.
The documents that verify reported income
Ask for direct, read-only access to every affiliate network dashboard and every merchant-direct portal the site earns from, not just exported spreadsheets the seller has compiled — a spreadsheet can be assembled selectively, but a live dashboard showing historical payment statements is much harder to misrepresent. Match those statements against the bank deposits the seller claims came from affiliate income, and against the analytics platform showing click volume and conversion rate, since a mismatch between traffic, clicks and paid commission is one of the fastest ways to spot a program that has quietly changed its terms without the seller updating their pitch.
Confirming who legally owns the domain and any trademark
Where the site operates under a registered brand name rather than just a generic domain, confirm the trademark is actually owned by the seller personally or by the selling entity, not by a co-founder, a former business partner or an agency that built the site years ago and never assigned the intellectual property. The domain registration itself deserves the same check — confirm the seller is the registrant of record, not a web developer or previous owner still listed on the account, since a domain transfer held up by a dispute over the registrant’s identity can delay or derail an otherwise finished deal.
Confirming which accounts actually transfer
Go through every affiliate program the site relies on individually and get a straight answer, ideally in writing from the network or merchant itself where possible, on whether the account and its tracking history transfer to a new owner or whether the buyer must reapply as a new affiliate. This is not a formality — it directly affects what the buyer is actually paying for on closing day, and a seller who has not already done this legwork before diligence begins is a signal worth noting, since it suggests the transferability question has not been tested against reality.
Disclosure and data-collection compliance
Review a sample of pages across the site to confirm that affiliate links are disclosed clearly enough to meet what a reasonable reader — and the Competition Bureau — would expect, since inheriting an under-disclosed site means inheriting the compliance gap along with it. Separately, check what visitor and click data the site collects directly through its own analytics or email capture, distinct from whatever the merchant collects after a referred click, and confirm that collection is disclosed in a privacy policy consistent with Canada’s federal privacy law and, for a site with meaningful Quebec traffic, that province’s own more demanding legislation.
Verifying where the traffic actually comes from
Request direct owner-level access to the site’s search-console and analytics accounts rather than screenshots, since a buyer needs to see the split between organic search traffic and any paid or referral traffic that might be inflating the numbers a summary presents. A site whose visits are mostly organic and whose rankings have held steady over a long period is a fundamentally different asset from one where a meaningful share of “traffic” is actually paid advertising the seller has been running to sustain commission volume ahead of a sale — a pattern sometimes called listing dressing, and one that disappears the moment a new owner stops paying for it. Cross-checking the traffic trend against the commission-income trend over the same period is one of the more reliable ways to catch this before it becomes the buyer’s problem instead of the seller’s.
Findings that end deals here
A handful of findings recur often enough in affiliate-site diligence to be worth naming directly. A key merchant announcing it is terminating or restructuring its program during the diligence window changes the deal in real time and often triggers a full price renegotiation. A buyer discovering they will not be approved into a program the seller relied on — or will only be approved at a materially lower commission tier — undermines the very income the price was based on. Relinking every tracking ID across the site turning out to be more extensive or more technically error-prone than the seller represented is a common source of post-closing disputes, and a disclosure standard that falls short of what regulators expect is a liability the buyer does not want to discover after they own it rather than before.
Sources
Every requirement and figure referenced in this guide traces to a primary source. Links were last confirmed on the dates shown.
- 01Treadstone LawLegal commentaryIntellectual Property Due Diligence When Buying a Business in Ontario
- 02Treadstone LawLegal commentaryConfirming Who Owns the Trademarks and Domain Names Before Buying a Business in Ontario
- 03Treadstone LawLegal commentaryCybersecurity and Data Privacy Due Diligence When Buying a Business in Ontario
- 04Office of the Privacy Commissioner of CanadaGovernmentThe Personal Information Protection and Electronic Documents Act (PIPEDA)
- 05Competition Bureau CanadaGovernmentDeceptive marketing practices
Deavo is an advertising and listings platform, not a brokerage, law firm or valuation firm. This page is general information, not legal, tax, accounting or valuation advice, and rules differ by province. Confirm anything you rely on with a qualified professional before you act on it.