In this Agreement, the following defined terms apply:

Clause and Schedule headings do not affect interpretation. A reference to a clause or Schedule is to a clause of, or Schedule to, this Agreement. The Schedules form part of this Agreement.

“Including” and “in particular” are illustrative and do not limit the words preceding them. A reference to writing includes email.

This Agreement establishes a joint venture between the Parties (the “Joint Venture”) to grow the Company's solar business together on a profit-share basis, on the terms set out in this Agreement.

The Joint Venture is a contractual joint venture. Unless the Parties expressly agree in writing to incorporate a separate joint-venture company, it does not create a separate legal entity, a partnership under the Partnership Act 1890, or any joint liability of one Party for the debts, obligations or acts of the other. Each Party remains a separate business, responsible for its own costs, taxes, staff, insurance and liabilities.

Neither Party may bind the other or hold itself out as able to do so, save as expressly stated in this Agreement.

This Agreement begins on the Commencement Date and continues indefinitely — there is no fixed or minimum term — until ended in accordance with clause 20. The Parties intend the Joint Venture to be ongoing.

The Company's ability to end this Agreement depends on the Performance Milestone: (a) if the Milestone has not been achieved, the Company may terminate on notice under clause 20.2 — the Agency then removes the System and no Buy-Out Price is payable; (b) once the Milestone has been achieved, the Company may not terminate for convenience, and its only way to end the Agreement is to buy out the Agency under clause 10.5. The Agency may terminate on notice under clause 20.1. Termination for cause under clause 20.3 is available to both Parties.

The Agency shall provide the Agency Services with reasonable skill and care, including: (a) video advertising and creative, scripted by the Agency and edited together with the Company's team; (b) paid media and lead generation; (c) the solar lead funnel — speed-to-lead, qualification, follow-up automation and CRM configuration; (d) the online proposal system, presenting multiple product options to each customer; (e) sales enablement — scripts, quoting frameworks, sales training and a live performance dashboard; and (f) assisting the Company to source and recruit its sales talent (for example a suitable closer), on the basis set out in clause 18. The Agency brings proven experience from working with other solar and renewable companies. Full detail is set out in Schedule 1.

The Agency assists the Company's sales function; it does not conduct or close sales, and gives no warranty as to any particular level of sales (see clause 18).

The Company shall fund all advertising and media spend. The Parties shall agree the monthly Ad Budget in advance; the Agency shall manage its allocation and report on performance.

The Ad Budget is the Company's own cost. For the avoidance of doubt, advertising spend is a Direct Cost deducted in the calculation of Net Profit under clause 8.

Minimum Ad Budget. So that the System is not starved of fuel, the Company shall fund an Ad Budget (the “Minimum Ad Budget”) of not less than: (a) £1,500 in the first calendar month — a ramp / trial month while the closer beds into the system; and (b) £4,500 per calendar month from the second month onwards, for the remainder of the Term. The Company shall not reduce, pause or withhold the Ad Budget below the applicable Minimum Ad Budget without the Agency's prior written agreement.

Failure to fund the Minimum Ad Budget. The Company shall not reduce or withhold advertising in order to avoid or reduce the Profit Share. If the Company reduces the Ad Budget below the Minimum Ad Budget, or fails to fund it, the Agency shall notify the Company, which shall have [14] days to remedy. If not remedied: (a) before the Performance Milestone — it is a material breach entitling the Agency to terminate under clause 20.3 and remove the System; and (b) once the Performance Milestone has been achieved — because the Company then has no right to force an end to this Agreement other than by a buy-out, the reduction is treated as the Company electing to buy out, and the Buy-Out Price under clause 10.5 becomes immediately payable (the buy-out process in clause 10.8 then applying).

In consideration of the Agency Services, the Company shall pay the Agency the Profit Share, being twenty per cent (20%) of the Net Profit of each Qualifying Install. The Company retains the remaining eighty per cent (80%).

The Profit Share applies to all Qualifying Installs across every product line the System supports — currently residential solar & battery, EV charging, and commercial solar — whether a product is sold on its own or together with another (for example solar sold with EV charging, in which case the whole order counts towards Net Profit). It applies whether domestic or commercial, on the same basis under clause 8, with no separate rate by job type or size. Further product lines or services may be added by written agreement of the Parties (for example new ad campaigns and systems the Agency builds for other services the Company offers), and Installs of those products then become Qualifying Installs on the same terms.

For each calendar month during the Term, the Company shall pay the Agency whichever is the greater of: (a) a fixed monthly Management Fee of £750 (plus VAT); or (b) the Profit Share for that month — and not the lesser of the two. This is automatic: the Company does not choose between them. In practice, the Agency receives the £750 Management Fee as a minimum while installation volume builds, and the Profit Share instead once it exceeds £750.

The Management Fee is a reduced management fee. The Agency's standard management fee is £1,500 per month or 25% of the advertising spend, whichever is greater (all plus VAT). It has been reduced to £750 per month specifically because the Parties are entering the 20% net-profit-share Joint Venture — so the Company receives a £750 monthly reduction in exchange for sharing net profit with the Agency under this Agreement. Save for the Management Fee and the Profit Share (and the Buy-Out Price, if the Company chooses to buy out the Agency under clause 10), no other fee is payable by the Company; together these are the Agency's sole remuneration under this Agreement.

All amounts payable to the Agency under this Agreement — including the Management Fee, the Profit Share and the Buy-Out Price — are quoted exclusive of VAT (that is, before VAT is added). The Agency is VAT registered, so VAT at the prevailing rate is added to each of these amounts and is payable by the Company in addition, against a valid VAT invoice.

“Net Profit” for a Qualifying Install means the total price paid by the customer for that Install (excluding VAT), less the Direct Costs defined in clause 8.2 and no other deduction. The Parties acknowledge this is a defined contribution figure: it deliberately does not deduct the Company's overheads, staff salaries or other indirect costs, and is not the Company's accounting net profit. All figures are taken net of any VAT the Company can recover.

“Direct Costs” means, and is limited to: (a) the cost of equipment and hardware (panels, inverter, battery and ancillaries); (b) installation labour and subcontractor cost; (c) scaffolding, DNO/G99, MCS and directly attributable compliance and grid-connection costs; (d) finance commission or subsidy cost where finance is used on the sale; (e) merchant and payment-processing fees on the deposit and balance; (f) the Ad Budget attributable to that Install; and (g) any per-Install sales commission payable to a closer, as agreed in the Cost Card.

The following are not Direct Costs and shall not be deducted before the Profit Share is calculated: the Company's general overheads; director or staff salaries (other than a per-Install closer commission under 8.2(g)); premises, vehicles and office costs; and any cost not listed in clause 8.2.

Direct Costs are the actual costs of each Install, evidenced through the Company's accounting system (Xero, dedicated JV section) and the underlying supplier, equipment and labour invoices, to which the Company gives the Agency read access. The Cost Card (Schedule 2) may record agreed standard or estimated costs per system type for reference, but the actual evidenced costs govern the calculation of Net Profit.

A “Qualifying Install” is any Install completed during the Term or the Tail Period for a customer whose Lead was generated by, or first recorded in the CRM through, the Agency's System, as evidenced by the Lead source tag recorded at creation (clause 9.2). An Install for a Lead that the Company genuinely originated independently of the System (clause 13.1) is not a Qualifying Install, even if it later passes through the System.

Each Lead shall be tagged in the CRM at the point of creation to record its source. A Qualifying Install remains such regardless of the length of the sales cycle, the number of the Company's personnel involved, or the date of completion within the Tail Period.

Any dispute as to whether an Install is a Qualifying Install shall be resolved under clause 23, with the CRM records and Lead source tags being the primary evidence.

Rebuttable presumption. Any Lead in the CRM that bears an Agency source tag is presumed to be a Qualifying Install. The Company may rebut that presumption only by producing contemporaneous written evidence that it originated the Lead independently of the System before the Lead entered the System.

No upfront or setup fee. The Company pays nothing upfront for the Agency's build of the systems, advertising and sales process. The Agency is rewarded instead through the ongoing Management Fee and, once the Joint Venture performs, the Profit Share — the Profit Share being the shared incentive that rewards the Agency for taking the Company to the point of generating significant sales.

Performance Milestone. The “Performance Milestone” is achieved in the first calendar month in which — the Company having funded at least the Minimum Ad Budget for that month — the System generates either at least 5 Qualifying Installs or £50,000 of contracted sales for the Company (whichever occurs first). This is a deliberately modest bar to prove the system works; volume and average order value are then expected to scale. The Agency shall notify the Company in writing when it considers the Milestone achieved, with the supporting CRM and sales records; if the Company disputes it within [10] working days it is resolved under clause 23, the CRM records being the primary evidence. The agreed figures are recorded in Schedule 2.

The System belongs to the Agency. The growth engine — the advertising accounts and the strategies within them, the funnels, the CRM configuration, the proposal system, the scripts and all related materials (together, the “System”) — is built, owned and controlled by the Agency and forms part of the Agency's Intellectual Property under clause 14. The Company benefits from the System under this Agreement but does not own it, and controls nothing within it except its own customer and Lead data.

Once the System is proven, the only exit is a buy-out. The test is the Performance Milestone. Before it is achieved — while the Agency has not yet delivered the agreed results — the Company may terminate for convenience on notice under clause 20.2; the Agency then removes the System (clauses 14.4–14.5) and the Company may not keep or rebuild it (clause 16). Once the Milestone has been achieved, the Company may not terminate for convenience at all; its only way to end the Agreement is to buy out the Agency under clause 10.5.

Buy-Out Price. If the Company chooses to buy out the Agency, the Buy-Out Price is the greater of: (i) 3 × the Agency's Annualised Profit Share — the average monthly Profit Share over the 12 months before the buy-out notice (or, if shorter, the period since the Milestone) multiplied by 12 (the Agency's annual earnings — in effect its EBITDA — from the Joint Venture); or (ii) a floor equal to the greater of £25,000 or 24 × the monthly Management Fee. Where fewer than 6 months have elapsed since the Milestone, the floor in (ii) applies, so that an early buy-out on thin data cannot undervalue the System. This uses the recent profit the System generates as a fair proxy for the value of the Agency's share of the ongoing business. The Parties acknowledge the System is not a permanent asset; they may by written agreement substitute an independent valuation by an accountant or business valuer.

What the Company keeps. From the buy-out taking effect the Company may continue to use the System under the interim licence in clause 10.9; on payment of the Buy-Out Price in full that licence becomes a perpetual, non-exclusive licence, and clause 14.5 (removal of IP) does not apply to it. The Agency's proprietary methods, templates and materials that are not specific to the Company remain the Agency's.

The Agency may exit at any time — on one month's notice. The Agency may terminate for convenience at any time on 30 days' (one month's) written notice under clause 20.1. In fairness to the Company, this notice period allows a gradual transition — time for the Company to prepare its sales function and, if it wishes, begin building its own systems, so that its sales do not drop sharply. The Agency will keep operating the System as normal during the notice period, and continues to earn its full 20% Profit Share on all Qualifying Installs throughout that 30-day period. At the end of the 30-day period, no Buy-Out Price is payable, the Profit Share ends (save for Qualifying Installs that complete during the Tail Period under clause 21.1), and the Agency will remove the System and its Intellectual Property under clauses 14.4–14.5.

Buy-out process. To buy out, the Company gives written notice; the Buy-Out Price is then calculated under clause 10.5 as at the date of that notice. If the Parties dispute the amount, it is determined by an independent chartered accountant acting as expert (not arbitrator), whose decision is final save for manifest error, the cost shared equally. On the buy-out taking effect (payment of the deposit under clause 10.9), the Profit Share ceases and this Agreement ends, save for the payment obligations in clause 10.9 and the licence in clause 10.6.

Payment by instalments. The Buy-Out Price is payable as: (a) a 20% deposit on the buy-out date; and (b) the balance in equal monthly instalments over 18 months, with interest on the outstanding balance at [4]% per annum. If the Company misses an instalment and does not remedy within [14] days, the whole outstanding balance becomes immediately due, the Profit Share is reinstated, and this Agreement continues until the balance is paid in full. The Parties may agree reasonable security for the balance, including a personal guarantee from a director of the Company.

The Agency shall invoice monthly in arrears for the Profit Share on Qualifying Installs completed, or on which the balance has been received, in the preceding calendar month.

Each invoice is payable within [14] days of receipt. All sums are quoted exclusive of VAT; as the Agency is VAT registered, VAT at the prevailing rate is added to each invoice and payable by the Company in addition.

Late payment carries interest and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.

Cancellation and non-payment. The Profit Share is payable only for Installs completed and paid for in full by the customer. Where a customer cancels, fails to pay, or a payment is refunded or charged back, no Profit Share is payable on that Install; and where already paid, the Company may deduct or reclaim it from future Profit Share.

Save as required by law, sums paid to the Agency (including the Buy-Out Price under clause 10) are non-refundable.

The Company shall keep accurate records of all Installs, Direct Costs and payments sufficient to verify Net Profit and the Profit Share, and retain them for at least [24] months.

The Agency (or its accountant) may, on reasonable notice and not more than four times per year, inspect those records to verify amounts due. If an inspection reveals an underpayment of more than [5]%, the Company shall bear the reasonable cost of that inspection and pay the shortfall with interest.

The Company keeps its own leads. The Company remains free to generate and pursue its own inbound enquiries and leads from its own independent sources (for example referrals, repeat customers and its own organic channels). No Profit Share is payable on Installs that are genuinely originated by the Company independently of the Agency's System; attribution is determined under clause 9.

Exclusive provider of the paid growth engine. During the Term, however, the Company shall not appoint, engage or work with any other agency or third party to provide solar demand-generation, paid media, lead-generation or online proposal services that are the same as or similar to the Agency Services, nor use the Agency's System to generate leads otherwise than through this Agreement.

All Intellectual Property Rights in the materials, systems and content created or provided by the Agency in connection with this Agreement — including the System, the advertising creative and strategies, funnels, CRM configuration, proposal templates, scripts, and the Agency's own website and materials (together, the “Agency Materials”) — belong to and remain the property of the Agency. This does not affect the Company's own pre-existing intellectual property, brand or customer data.

The Company shall not at any time do anything that would infringe the Agency's Intellectual Property Rights, including recording, reusing, reselling or reproducing, in whole or in part, any information, documents or online content connected with this Agreement, except with the Agency's prior written consent.

Expressly, the strategies, campaigns and structures used within the Company's advertising account(s) remain the Intellectual Property of the Agency and form part of the Agency's Intellectual Property Rights.

During the Term, the Company has a non-exclusive, non-transferable licence to use the Agency Materials solely for the purposes of this Agreement. That licence ends automatically on termination.

At the end of this Agreement (other than on a completed buy-out), the Agency shall have a reasonable period to remove the Agency Materials and its System from the relevant accounts. Where the advertising or CRM platforms are billed to and owned by the Company, the Agency removes only its own strategies, structures, configurations, funnels, proposal templates and scripts; it shall not delete the Company's own customer or Lead data or disable the Company's underlying platform accounts. The Company's customer and Lead data remains the Company's property.

The Agency reserves the right to seek damages of up to £15,000 in the event of a breach of this clause 14, without prejudice to any other rights or remedies.

Each Party shall keep confidential, and use only for the purposes of this Agreement, the other Party's confidential information (including pricing, margins, systems, methods, financial information and customer data), and shall not disclose it except to those who need to know and are bound by equivalent obligations. This clause survives termination.

Confidentiality of terms. The commercial and pricing terms of this Agreement are confidential to the Parties and may be unique to them. Except as required by law, each Party shall keep them confidential for no less than three (3) years from the date of this Agreement, and shall not use them in furtherance of its own business or that of any other person, whether or not in competition with the other Party.

The Company's information. The Agency shall keep confidential all information relating to the Company's business, unless otherwise agreed in writing, including the business name, employees' personal information, and any data or information including (without limitation) accounting records, business processes and customer information.

During the Term, and for [12] months after it ends (otherwise than by a completed buy-out under clause 10.6), the Company shall not — itself or with any third party — copy, reproduce, reconstruct or continue to run the System or the Agency Materials (including the advertising strategies and account structures, funnels, CRM configuration, proposal system and scripts), nor structure its affairs, in order to avoid or reduce the Profit Share or to carry on the benefit of the System without the Agency.

During the Term and for [12] months afterwards, neither Party shall solicit or employ the other's staff or contractors engaged in this Agreement, save with prior written consent.

Each Party shall comply with the UK GDPR and the Data Protection Act 2018 in respect of all Lead and customer personal data. The Parties shall record in Schedule 3 whether, for each type of processing, they act as independent controllers or as controller and processor, and shall comply with the data-processing terms in Schedule 3 accordingly.

The Agency warrants that it will provide the Agency Services with reasonable skill and care. The Agency gives no warranty as to any specific number or value of Leads, sales or Installs, or that the Agency Services will generate any increase in sales, business activity, profit or other improvement for the Company.

The Company warrants that it is solely responsible for the quality, safety, compliance and warranty of every Install, and for the conduct and outcome of its sales.

Where the Agency assists the Company to source or recruit sales talent, it does so on a best-efforts basis only and gives no warranty or guarantee as to any placement or hire, or as to the performance or conduct of any person recruited. The Company employs, manages and is responsible for its own staff.

Indemnity. The Company shall indemnify the Agency against all claims, losses, damages, liabilities and reasonable costs arising from (a) any Install (including its quality, safety, compliance, workmanship or warranty); (b) the conduct or outcome of the Company's sales; and (c) any breach by the Company of consumer-protection, advertising, financial-services or other applicable law in connection with its sales or installations — save to the extent caused by the Agency's own breach or negligence.

Insurance. Each Party shall maintain adequate insurance for its role: the Company at least public liability, product liability and installation / workmanship cover; the Agency professional indemnity cover. Each shall provide evidence on reasonable request.

Compliance. The Company is responsible for compliance with consumer-protection, MCS / RECC and financial-services requirements (including any consumer-credit or finance introductions) in its sales and installations. The Agency is responsible for its advertising content complying with the UK advertising codes (ASA / CAP). Neither Party shall knowingly cause the other to breach applicable law.

Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot lawfully be limited.

Subject to clause 19.1, neither Party is liable for indirect or consequential loss, or for loss of profit, revenue or business, howsoever arising.

Subject to clauses 19.1 and 19.2, each Party's total aggregate liability under this Agreement is limited to the total Profit Share paid or payable in the [12] months preceding the claim. This cap does not apply to, and there is no limit on: the Company's obligations to pay the Management Fee, Profit Share, Ad Budget, invoices or the Buy-Out Price; liability under clauses 14 (IP), 15 (Confidentiality) or 16 (Non-Circumvention); the indemnity in clause 18.4; or any liability that cannot lawfully be limited.

The Agency may terminate for convenience at any time on 30 days' (one month's) written notice, using that period to support a fair, gradual transition for the Company (see clause 10.7). No Buy-Out Price is payable where the Agency terminates.

The Company may terminate for convenience only before the Performance Milestone has been achieved, on [30] days' written notice — but it may not give such notice during the first 90 days after the Commencement Date (the “initial build period”). This period lets the Agency produce and test, for at least 30 days, the new better-quality video ads it has scripted — bringing warmer, less price-sensitive, higher-quality leads. If the Company is late in providing the video footage required under clause 5.7, the initial build period is extended — for as long as is required, with no fixed maximum — until the Agency has been able to test the video ads it has scripted for at least 30 days after receiving that footage. On such termination the Agency removes the entire System under clauses 14.4–14.5, the Company acquires no right to keep, use or rebuild it (clause 16), and no Buy-Out Price is payable. Once the Milestone has been achieved the Company may not terminate for convenience — its only route to end the Agreement is a buy-out under clause 10.5.

Either Party may terminate immediately by written notice if the other: (a) commits a material breach which is not remediable, or which it fails to remedy within 30 days of written notice; or (b) becomes insolvent, enters administration or ceases to trade.

Neither Party is liable for any failure or delay in performance caused by an event beyond its reasonable control. If such an event continues for more than [60] days, either Party may terminate on written notice; termination by the Company under this clause does not entitle it to keep or continue using the System without a buy-out.

The Parties shall first attempt in good faith to resolve any dispute by negotiation between senior representatives, and failing that by mediation, before commencing court proceedings. This does not prevent either Party seeking urgent injunctive relief.

Entire agreement. This Agreement (with its Schedules) is the entire agreement between the Parties and supersedes all prior arrangements on its subject matter.

Variation. No variation is effective unless in writing and signed by both Parties.

Assignment. Neither Party may assign or transfer this Agreement without the other's written consent, not to be unreasonably withheld.

Nature of the Joint Venture. The Joint Venture is contractual, as set out in clause 2. Nothing in this Agreement creates a partnership under the Partnership Act 1890, a separate joint-venture company, or joint liability, or makes either Party the general agent of the other, save as expressly stated.

Third parties. No term is enforceable by any person who is not a Party under the Contracts (Rights of Third Parties) Act 1999.

Severance. If any provision is held invalid, the remainder continues in force.

Notices. Notices must be in writing and sent to each Party's registered office or notified email address.

Counterparts. This Agreement may be signed in counterparts, including electronically.

Governing law & jurisdiction. This Agreement and any dispute arising from it are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.