Revenue Share Partnership Agreement

Start Date: 8 December 2025
Initial Term: 6 months (ending 31 May 2026)
Extension Option: Can extend to 12 months (ending 30 November 2026) if both parties agree
Agreement Date: 01 December 2025

Context: This partnership supports Simona's planned exit in July 2027, providing time to grow business value before potential sale.

Verified Baseline: Based on 11 months actual trading data (January - November 2025): £304,675 ÷ 11 = £27,690/month

PARTIES

Business Owner:
  on behalf of  

Marketing Partner:
Adam Oyedele on behalf of Unfair Marketing Advantages Ltd
85A Great Portland Street, First Floor, London, W1W 7LT
[email protected]

1. THE PARTNERSHIP

What This Is:
A 6-month business partnership to grow Deluxe Skin Clinic's revenue through marketing and operations improvements.

What This Is NOT:

• I'm NOT buying equity in your business
• I'm NOT becoming an employee
• You keep 100% ownership and control

2. WHAT I WILL DO

Marketing Services:

• Facebook & Instagram Advertising
• Google Advertising
• Email Marketing Campaigns
• Review Management & Reputation Building
  
• Professional Appointment Setting & Lead Follow-Up

Operations Support:

• Help hire a Clinic Manager (by Month 3)
• Staff Training (product/treatment sales)
• Systems Improvements (bookings, payments, pricing)
• Customer Retention Programs

Commitment:

• Minimum 20 hours per month working on your business
• Weekly 30-minute check-in calls
• Monthly 1-2 hour strategy sessions
• Available for urgent matters

3. HOW YOU PAY ME

FIXED FEE:

• £1,000 per month for managing marketing services
• Invoiced on 1st of each month
• Due on receipt
• Tax-deductible business expense
  

Appointment Setting Fee:

• £499 per month for professional lead follow-up and booking services
• Invoiced on 1st of each month
• Due on receipt
• Tax-deductible business expense

Total Fixed Monthly Cost: £1,499

REVENUE SHARE:

• Baseline: £27,690/month (your current average revenue)
• Split: If revenue grows above baseline:
  • You keep: 70% of growth + 100% of baseline
  • I get: 30% of growth only
• If revenue stays flat: You pay £0 revenue share

Payment: Bank transfer due 7 days from invoice date.

4. REVENUE CALCULATION

Each Month:

1. I prepare a simple statement showing revenue and growth
2. You verify against your QuickBooks/bank statements
3. You approve (or we discuss differences)
4. I send invoice
5. You pay within 7 days

What Counts as Revenue:

• All treatment income
• Product sales
• Consultation fees
• Everything that comes into the business (excluding VAT)

My Access (View-Only):

• QuickBooks (or bookkeeping software)
• Booking system software
• Monthly bank statements (you can email these)

I Do NOT Get:

• Access to make payments
• Bank account access
• Ability to hire/fire
• Password control

5. MARKETING BUDGET

Separate from my fees, you pay for advertising directly to platforms:

Initial Budget (Starting December 2025):

• £600/month combined Facebook/Instagram budget
• Paid directly to Meta (not to me)
• My agency manages all campaigns and optimisation

Budget Flexibility:

• We can adjust this budget monthly based on performance
• If campaigns are working well (positive ROI), we can scale up to £1,000-1,500+/month and expand to other advertising platforms such as Google and Youtube
• If campaigns need optimisation, we can maintain or reduce spend
• You approve any budget increases before implementation

Ad Campaign Management:

• I get your approval before spending over £500 on any single campaign
• You can pause or stop ads anytime with 7 days' written notice
• Pausing ads does NOT terminate the partnership
• We review ad performance weekly and adjust strategy as needed

My agency manages these campaigns, but costs are paid from your business account. (this agreement covers agency management up to £2,500 per month ad spend)

6. YOUR RESPONSIBILITIES

You Will:

• Provide view-only access to systems (QuickBooks, booking software, email platform etc.)
• Attend weekly 30-min calls and monthly strategy sessions
• Consider my recommendations (but you make final decisions)
• Pay invoices on time
• Implement agreed changes
• Support your staff with new systems

You Will NOT:

• Give up control of your business
• Be forced to implement anything you're uncomfortable with
• Work more hours (goal is for you to work LESS)

7. DECISION MAKING

You have final say on everything.

Your Approval Required For:

• Hiring or firing staff
• Spending over £500 on a single campaign
• Changing prices
• New services
• Major operational changes

I Can Decide:

• Ad copy and creative
• Email content
• Small process improvements

If We Disagree: We discuss it. If we still can't agree, you decide.

8. OWNERSHIP

Your Business:

• You own 100% of Deluxe Skin Clinic
• This partnership gives me NO equity
• You can sell your business anytime (with 90 days' notice to me)

Marketing Materials:

• Each party will maintain ownership of its respective intellectual property. 
• Any Deluxe Skin Clinic promotional copy modified by Unfair Marketing Advantages for the benefit of the marketing campaign will remain in the sole ownership of Deluxe Skin Clinic.

9. CONFIDENTIALITY

I Will Keep Confidential:

• Your financial information
• Customer data
• Business strategies
• Staff information
• Anything you tell me in confidence

Exceptions: With your permission, if required by law, or with my accountant/lawyer.

This continues after the partnership ends.

10. EXCLUSIVITY

During This Partnership:

• You won't hire another marketing agency for the same services
• I won't work with competing clinics within 10 miles of you
• I won't share your information with anyone

After Partnership Ends:

• No restrictions on either of us

11. ENDING THE PARTNERSHIP

EITHER PARTY CAN END WITH:

• 90 days' written notice (email is fine)

IMMEDIATE TERMINATION IF:

• Either party breaches this agreement
• Payment not made for 60+ days
• Dishonesty or harm to the other party

AUTOMATIC END:

• 09 June 2026 (after 6 months) unless we both agree to extend

AD CAMPAIGN FLEXIBILITY (7-Day Notice):

IMPORTANT: Pausing or stopping ad campaigns is SEPARATE from ending the partnership.

You Can:

• Pause ad campaigns anytime with 7 days' written notice
• Reduce ad budget at any time (effective next month)
• Stop all advertising temporarily or permanently

If Ads Are Paused/Stopped:

• Partnership continues
• I continue other marketing work (email, retention, operations)
• Revenue share still applies (based on total revenue from all sources)
• Ad campaigns can be restarted anytime with 7 days' notice

Rationale:

• Ads can be adjusted based on performance and cash flow
• Partnership provides value beyond just advertising (operations, staff, strategy, retention)
• 90-day partnership notice protects both parties' time investment

WHEN PARTNERSHIP ENDS:

During 90-Day Notice Period:

• We both continue our obligations
• I keep working
• You keep paying
• Professional transition

Final Payments:

• You pay all outstanding fees
• Final revenue share calculated and paid
• All invoices settled

Handover:

• I provide all passwords, access, documentation
• I introduce any replacement (if you want)
• Smooth transition for your business

After It Ends:

• You keep all your existing marketing materials, campaigns, content
• I remove my access to systems
• We can still discuss purchase (if both interested)

12. WHAT HAPPENS AFTER 6 MONTHS?

We Can:

1. Extend the partnership to 12 months total (ending November 2026) - same or different terms
2. Discuss me purchasing the business for your July 2027 exit (separate negotiation - no obligation)
3. End the partnership professionally with 90 days notice
4. Modify terms if both agree

No Obligations:

• You don't have to extend
• You don't have to sell
• I don't have to buy
• We can just end it

Timeline Context: Your July 2027 exit target gives us flexibility for:

• 6 months partnership → decide → extend or exit
• 12 months partnership → decide → purchase discussion or exit
• 18 months partnership → purchase closes June 2027 → July 2027 exit

We figure out what works best as we go.

13. LIABILITIES

What I'm Responsible For:

• Delivering the marketing services promised
• Working the hours committed
• Keeping your information confidential

What I'm NOT Responsible For:

• Results outside my control (economy, competitors, etc.)
• Guaranteeing specific revenue numbers
• Your staff performance
• Regulatory compliance (that's yours as business owner)

Limitation: If I'm at fault, the maximum claim is the amount paid to me in the last 1 month.

Exceptions: Fraud, personal injury, or anything law requires.

14. INSURANCE

I Have: Professional Indemnity Insurance

You Have: Public Liability, Professional Indemnity, Equipment Insurance (as needed for your business)

15. GENERAL TERMS

Complete Agreement: This replaces any previous conversations or agreements.

Changes: Must be written and signed by both parties.

Assignment: Neither party can transfer this to someone else without permission.

Notices: All official notices in writing (email acceptable).

Governing Law: English law, English courts.

Relationship: We are independent partners, not employer-employee. I handle my own taxes.

16. DISPUTE RESOLUTION

If We Disagree:

1. Talk: Discuss directly and try to resolve
2. Mediation: Use a mediator (split cost 50/50)
3. Legal: Only as last resort (English courts)

Goal: Work it out like adults, avoid courts.

SIGNATURES

Both  and Unfair Marketing Advantages Ltd have hereunto executed this AGREEMENT as of the date indicated below.