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A self-employed, commission-only agreement for a remote closer converting online (OpenSolar) solar proposals into sales. Draft v1 · for review
AThe Company provides residential (and where applicable commercial) solar energy solutions — solar PV, battery storage and related services — and generates customer proposals through the OpenSolar platform.
BThe Closer operates as a self-employed independent sales consultant specialising in remote solar sales and customer acquisition, and is not an employee of the Company.
CThe Company wishes to appoint the Closer, on a non-exclusive basis, to convert online solar proposals into completed sales, and the Closer wishes to accept, on the terms below.
IT IS AGREED AS FOLLOWS:
1.1The following defined terms apply:
1.2Headings do not affect interpretation. The Schedules form part of this Agreement. "Including" is illustrative. A reference to writing includes email.
2.1The Company appoints the Closer to market and close the Company's solar proposals and convert Leads into Sales, on the terms of this Agreement.
2.2The Closer is a self-employed independent contractor — not an employee, worker, agent (save the limited authority in clause 4) or partner. Nothing here creates employment or partnership.
2.3The Closer is solely responsible for their own income tax, National Insurance, VAT and other contributions on Commission, and is not entitled to holiday pay, sick pay, pension or any employee benefit.
2.4The Closer controls their own hours, methods and location, and provides their own equipment and internet (save the Systems the Company provides).
2.6The Closer may, with the Company's prior written consent (not unreasonably withheld), send a suitably vetted substitute, remaining responsible for that substitute.
3.1This Agreement begins on the Commencement Date and continues until ended by either Party on [30] days' written notice.
3.2Either Party may terminate immediately if the other: (a) commits a material breach not remedied within [14] days of notice; (b) becomes insolvent; or (c) in the Closer's case, is guilty of misconduct, mis-selling, dishonesty, a serious or persistent breach of clause 5 or 6, or any act that brings the Company into disrepute.
3.4On termination the Closer immediately stops representing the Company, returns/deletes all Systems access, Customer data, leads and recordings, and stops using the Company's name and materials.
4.1This appointment is non-exclusive. The Company may appoint other closers and sell through any channel; the Closer may work for others, provided they comply with clauses 6, 10 and 11 and avoid conflicts of interest.
4.2The Closer has no authority to bind the Company, vary its prices, terms or specifications, make representations beyond approved materials, or enter contracts on its behalf — except to submit a Sale for approval under clause 7.
5.1The Closer shall: (a) follow up Leads promptly and professionally; (b) present OpenSolar proposals accurately; (c) close Sales per the approved process (Schedule 2); (d) record all activity in the Systems; and (e) meet reasonable performance and quality standards.
5.3The Closer shall use the Systems only for the Company's business, keep credentials secure, and not export or retain Customer data except as needed to perform this Agreement.
6.1The Closer shall comply with all laws and codes relevant to residential solar, including the Consumer Contracts Regulations 2013, Consumer Rights Act 2015, Consumer Protection from Unfair Trading Regulations 2008, the relevant consumer code (RECC / HIES / MCS), and CMA/ASA guidance on green and savings claims.
6.3Data protection. The Closer complies with UK GDPR and the Data Protection Act 2018, uses Customer data only to perform this Agreement, and deletes/returns it on termination. The Company is the data controller. Outbound contact complies with PECR and TPS/CTPS screening. Calls may be recorded for quality and compliance, and the Closer consents.
6.4The Closer warrants they have the right to work in the UK and hold no conflicting restriction.
7.1All Sales must be submitted through the Systems and are subject to the Company's approval. The Company may decline any Sale that is incomplete, non-compliant, mispriced, or unlikely to pass survey, finance or credit checks. A Sale is not a Sale until accepted.
7.2Self-Generated Sales. Pricing must be commercially reasonable and within the Company's approved framework. The Company may reject any Sale priced unreasonably or outside it.
7.3The Sale, its installation and all warranties remain the Company's responsibility. The Company controls survey, design sign-off, scheduling and installation.
8.1The Company shall pay the Closer Commission on each Qualifying Sale, calculated per Schedule 1. Commission is the Closer's sole remuneration — no retainer, salary or expenses unless separately agreed in writing.
8.2Client-Supplied Leads. Where a Sale arises from a Client-Supplied Lead, £1,000 is deducted per lead from the Commission on that Sale (or as set out in Schedule 1). Self-Generated Sales are not subject to this deduction and may carry a higher rate.
8.4All Commission figures are stated [exclusive/inclusive] of VAT. Where the Closer is VAT registered, VAT is [added and] payable against a valid VAT invoice.
9.1Payment. The Company pays earned Commission monthly in arrears, within [14] days of the end of the month in which each Sale became a Qualifying Sale, against a valid invoice or self-billing statement, with a statement showing each Qualifying Sale, lead deductions and clawbacks.
9.3The Company may withhold Commission on any Sale subject to an unresolved dispute, complaint, defect or suspected mis-selling until resolved.
10.1The Closer keeps confidential all non-public information — pricing, margins, Customer and lead data, processes, Systems and strategy — during and after the Term.
10.2All leads, Customer records, proposals, call recordings and data generated under this Agreement are the Company's property. All IP in the Company's materials, brand and Systems remains the Company's.
10.3On termination the Closer returns or irretrievably deletes all such information and property, and confirms this in writing if asked.
11.1During the Term and for [6] months afterwards, the Closer shall not, in relation to solar or related products: (a) solicit or sell to any Customer or Lead they dealt with; (b) divert any Lead or Customer from the Company; or (c) entice away its staff or contractors.
11.3These restrictions are considered reasonable to protect the Company's legitimate interests, and apply with the minimum modification needed to be enforceable.
12.1The Closer warrants they will perform with reasonable skill and care, comply with clauses 5 and 6, and hold no conflicting obligation.
12.3Nothing limits liability for death/personal injury from negligence, fraud, or anything that cannot be limited by law. Subject to that, and except for the indemnity in 12.2 and clawback under clause 9, neither Party is liable for indirect or consequential loss.
13.1Entire agreement — this Agreement and its Schedules supersede any prior arrangement. 13.2 Variation — only in writing, signed by both. 13.3 Assignment — the Closer may not assign/subcontract (save a substitute under 2.6) without consent; the Company may assign to a group company or buyer.
13.4No partnership/agency. 13.5 Anti-bribery — both comply with the Bribery Act 2010. 13.6 Third parties — no rights under the Contracts (Rights of Third Parties) Act 1999. 13.7 Waiver & severance — non-enforcement is not waiver; invalid terms are severed.
13.8Notices in writing to the addresses above or by email. 13.9 Governing law — England & Wales, whose courts have exclusive jurisdiction.
Commission rate
Rate by lead source
Tiers / bonuses (optional) — e.g. [ ] sales/month → [ ]% uplift.
The OpenSolar closing process the Closer must follow (confirm/edit):
The Company is the data controller for Customer personal data. The Closer processes it only on the Company's documented instructions, keeps it secure and confidential, does not transfer it outside the UK without consent, assists with data-subject requests and breaches, and deletes/returns all data on termination. Breach of this Schedule is a material breach of the Agreement.
Prepared for [COMPANY NAME] LTD · draft for review, not legal advice — have it checked by a solicitor before issuing. · Attain Digital