Strategic Partnership Terms & Conditions

1. Parties and Definitions

1.1 These Terms and Conditions (“Agreement”) are entered into between:

(a) 4A Trades, a trading name of 4A Trades Limited, a company registered in England and Wales (“4A Trades”, “we”, “us”, “our”); and or anyone that it assigns the contract to in the future.

(b) The contractor or sub-contractor named in the accompanying Partnership Enrolment Form (“Partner”, “you”, “your”).

1.2 By paying the Initial Territory Fee and/or signing the Enrolment Form, the Partner agrees to be legally bound by this Agreement in its entirety.

1.3 In this Agreement:

• “Agreement” means these Terms and Conditions together with the Enrolment Form.
• “Exclusive Territory” means the county, city district, or defined geographical area allocated to the Partner as set out in the Enrolment Form.
• “Initial Fee” means the one-time, non-refundable territory licence fee of £4,995 (+ VAT where applicable).
• “Commission” means 3% of the Partner's Gross Turnover on all Qualifying Work.
• “Qualifying Work” means any contract, job, tender, or commercial engagement introduced, facilitated, supported, or procured with the material assistance of 4A Trades. Evidence will be required that work outside the scope of this agreement was from an existing client that was live at the date of this agreement commencing.
• “Gross Turnover” means the total invoice value of works completed, excluding VAT.
• “Services” means the suite of business growth and support services described in Clause 4.

2. Grant of Exclusive Territory

2.1 Subject to payment of the Initial Fee and continued compliance with this Agreement, 4A Trades grants the Partner a non-transferable, exclusive licence to operate under the 4A Trades Strategic Partnership programme within the Exclusive Territory for the Partner's nominated trade(s).

2.2 Exclusivity means that 4A Trades will not onboard another strategic partner in the same trade within the same Exclusive Territory during the term of this Agreement.

2.3 Exclusivity does not restrict 4A Trades from operating, marketing, or providing services in the Exclusive Territory on its own account (That of Supply Only, e.g. Labour Agency) or on behalf of clients outside the Strategic Partnership programme (Other Trades).

2.4 The Exclusive Territory is personal to the Partner and may not be sublet, assigned, or transferred without the prior written consent of 4A Trades.

3. Initial Territory Fee

3.1 The Partner shall pay 4A Trades the Initial Fee of £4,995 prior to, or upon, execution of this Agreement.

3.2 THE INITIAL FEE IS STRICTLY AND ENTIRELY NON-REFUNDABLE IN ALL CIRCUMSTANCES. This includes, without limitation, circumstances where:

• The Partner chooses to withdraw from the programme for any reason;
• Either party terminates this Agreement;
• The Partner ceases trading or becomes insolvent;
• The Partner is dissatisfied with the Services provided;
• Market conditions, competition, or other external factors affect the Partner's business.

3.3 The non-refundability of the Initial Fee reflects the administrative, operational, and opportunity costs incurred by 4A Trades in reserving and establishing the Exclusive Territory, and the Partner accepts this condition as a fundamental and material term of this Agreement.

3.4 Payment of the Initial Fee may be made by bank transfer, card payment, or such other method as 4A Trades may notify in writing. Ownership of territory rights does not pass until cleared funds are received.

4. Services Provided by 4A Trades

4.1 Following receipt of the Initial Fee and subject to the terms of this Agreement, 4A Trades will use reasonable commercial endeavours to provide the Partner with the following services (the “Services”):

4.1.1 Digital Presence & Lead Generation

• Search engine optimisation (SEO) of the Partner's business presence on Google and other relevant platforms;
• Listing and optimisation on relevant contractor directories, trade platforms, and tender portals;
• Placement on tendering lists and procurement frameworks appropriate to the Partner's trade and territory.

4.1.2 Sales & Commercial Support

• Provision of telesales support to generate enquiries and appointments within the Exclusive Territory;
• Assistance with pricing works, including preparation of quotations and estimates on behalf of the Partner where requested;
• Supply of professional pricing documents, rate schedules, and commercial templates.

4.1.3 Compliance & Risk Documents

• Provision of Risk Assessments and Method Statements (RAMS) appropriate to the Partner's trade;
• Ongoing updates to RAMS and compliance documents as required by law or industry standards.

4.1.4 Business Growth & Mentoring

• Ongoing strategic support to help the Partner grow turnover, improve margins, and reduce commercial risk;
• Availability of 4A Trades management team to advise on operational and commercial matters;
• Periodic review of the Partner's performance and identification of growth opportunities.

4.2 The Services are provided on a best-endeavours basis. 4A Trades does not guarantee any specific level of enquiries, turnover, profit, or business growth as a result of the Services.

4.3 The Partner acknowledges that the success of the programme depends in part on the Partner's own efforts, responsiveness, workmanship quality, and compliance with the obligations set out in Clause 6.

5. Commission and Ongoing Fees

5.1 In consideration of the ongoing Services, the Partner shall pay 4A Trades a Commission of 3% of Gross Turnover on all Qualifying Work.

5.2 Commission is payable monthly in arrears. The Partner shall provide 4A Trades with a statement of Gross Turnover from Qualifying Work within 7 days of the end of each calendar month, and shall pay the resulting Commission within 14 days of month end.

5.3 4A Trades reserves the right to audit the Partner's records (with reasonable notice) to verify the accuracy of turnover declarations. If an underpayment of 5% or more is identified, the Partner shall bear the reasonable costs of the audit.

5.4 Commission shall continue to apply to all Qualifying Work notwithstanding the termination of this Agreement. This obligation is permanent and survives termination. This includes any job or contract: introduced to the Partner by 4A Trades; where 4A Trades provided pricing, tendering, or proposal support; where 4A Trades sourced the client, referral, or tender opportunity; that was in progress, agreed, or in negotiation at the date of termination.

5.5 For the avoidance of doubt, the post-termination commission obligation in Clause 5.4 is a material condition of this Agreement. It is not limited to work completed during the term, but extends to the full lifecycle of any Qualifying Work introduced or materially assisted by 4A Trades.

5.6 VAT shall be added to Commission invoices where applicable at the prevailing rate.

5.7 Late payments shall attract interest at a rate of 8% per annum above the Bank of England base rate, calculated daily from the due date until payment is received, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

6. Partner Obligations

6.1 The Partner agrees to:

• Respond promptly to all leads, enquiries, and referrals provided by 4A Trades, and in any event within 24 hours of receipt;
• Maintain all required trade licences, insurance (including public liability and employer's liability where applicable), and legal registrations at all times;
• Carry out all work to a professional standard in compliance with applicable laws, regulations, and industry codes of practice;
• Notify 4A Trades of all Qualifying Work promptly and provide monthly turnover declarations honestly and accurately;
• Not engage in conduct that may damage the reputation of 4A Trades or the 4A Trades brand;
• Co-operate with any audit or verification exercise carried out by 4A Trades;
• Not directly solicit clients or leads introduced by 4A Trades in any territory other than the Exclusive Territory without prior written agreement.

7. Term and Termination

7.1 This Agreement commences on the date of payment of the Initial Fee and continues indefinitely unless terminated in accordance with this Clause.

7.2 Either party may terminate this Agreement at any time by providing not less than 30 days' written notice to the other party.

7.3 4A Trades may terminate this Agreement with immediate effect (without notice) upon the occurrence of any of the following:

• The Partner fails to pay Commission or any other sum due and does not remedy such failure within 14 days of written demand;
• The Partner breaches any material term of this Agreement and fails to remedy such breach within 14 days of written notice;
• The Partner becomes insolvent, enters administration, receivership, or any form of bankruptcy or winding-up;
• The Partner engages in fraudulent, dishonest, or reputationally damaging conduct.

7.4 Termination of this Agreement shall not affect: the non-refundability of the Initial Fee (Clause 3.2); the ongoing Commission obligations in respect of all Qualifying Work (Clause 5.4); any other accrued rights or obligations of either party.

7.5 Upon termination, the Partner's licence to the Exclusive Territory shall cease immediately, and 4A Trades may re-assign the territory at its discretion.

8. Intellectual Property

8.1 All intellectual property rights in the materials, documents, pricing tools, RAMS, templates, systems, and processes provided by 4A Trades under this Agreement remain vested in 4A Trades.

8.2 The Partner is granted a non-exclusive, non-transferable licence to use such materials solely for the purpose of carrying out Qualifying Work during the term of this Agreement. Upon termination, this licence ceases and the Partner shall cease use of all 4A Trades materials.

8.3 The Partner shall not copy, reproduce, distribute, sell, or adapt any 4A Trades materials without prior written consent.

9. Confidentiality

9.1 Each party agrees to keep confidential all information of a confidential nature received from the other party, including (without limitation) business methods, client data, pricing strategies, and commission structures.

9.2 The confidentiality obligations in this Clause shall survive termination of this Agreement for a period of three (3) years.

10. Data Protection

10.1 Each party shall comply with its obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

10.2 To the extent that either party processes personal data on behalf of the other, the parties shall enter into such data processing agreements as may be required by applicable law.

11. Liability and Indemnity

11.1 Nothing in this Agreement shall exclude or limit either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.

11.2 Subject to Clause 11.1, 4A Trades' total liability to the Partner under or in connection with this Agreement shall not exceed the total Commission paid by the Partner in the 12 months preceding the event giving rise to the claim.

11.3 4A Trades shall not be liable for any loss of profit, loss of revenue, loss of contracts, loss of anticipated savings, or any indirect or consequential loss arising out of or in connection with this Agreement, even if advised of the possibility of such losses.

11.4 The Partner shall indemnify and hold harmless 4A Trades from and against any claims, damages, losses, and expenses (including legal fees) arising out of: any act or omission of the Partner in carrying out works or services; any breach by the Partner of its obligations under this Agreement; any failure by the Partner to hold adequate insurance or licences.

12. General

12.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior representations, agreements, and understandings.

12.2 Variation. 4A Trades reserves the right to amend these Terms from time to time. The Partner will be given not less than 30 days' written notice of any material change.

12.3 Waiver. No failure or delay by either party in exercising any right shall constitute a waiver of that right.

12.4 Severability. If any provision is found invalid or unenforceable, it shall be severed and the remaining provisions continue in full force.

12.5 Assignment. The Partner may not assign without prior written consent. 4A Trades may assign to any successor entity.

12.6 Notices. Notices shall be in writing by email (with read receipt), recorded post, or hand delivery. Email notices are deemed received on the day of transmission if sent before 17:00 on a business day.

12.7 Force Majeure. Neither party shall be in breach for failure caused by circumstances beyond their reasonable control.

12.8 Governing Law. This Agreement shall be governed by the laws of England and Wales. Each party submits to the exclusive jurisdiction of the courts of England and Wales.

13. Acceptance

By paying the Initial Territory Fee and/or signing the Partnership Enrolment Form, the Partner confirms that they have read, understood, and agree to be legally bound by these Terms and Conditions.