Clause 9.1 clawback packet with a blank repayment window, no face

How to Review Commission Clawback Triggers and the Repayment Window

Name refund, cancel, and write-off on a reseller clawback, split the reversed slice from the whole commission, and print a window before you sign.

October 7, 2026•9 min read•Article

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Key takeaway in 30 seconds

Marged's Friday job is how to review commission clawback triggers and repayment window on a Knighton tool-roll reseller contract. A clawback is commission already paid that the brand wants back, not pay for a later close. A 204-day credit note, a brand-caused cancel, and a part-paid invoice are three reverses, and none is a card chargeback. Name the triggers, print the window, or walk.

Friday 9 October 2026 is the signature date. Marged reviews a 13-person UK brand of waxed-canvas tool rolls from a Knighton workshop. English law. Courts of England and Wales.

The packet is the papers you will actually sign, a reseller agreement with Teme Trade Ltd in Ludlow. Commission is a flat twelve per cent of Net Invoice Value. That twelve is this packet only.

For example, Llandovery Stores credited eight of forty rolls 204 days after a paid invoice. Lampeter Hardware cancelled before dispatch because Knighton missed the wax batch. Brecon Ironmongers paid £400 of £960, and the rest is not a write-off. In practice none of those is a card chargeback.

The pressure is the Slack note of 6 October 2026. The typical mistake is to treat underperformance as a clawback, a credit note as a chargeback, and the whole commission as cash due in fourteen days with no end after exit. Sort the triggers, print a window, or walk.

Disclaimer: Checkory provides AI support, not legal advice. Consult a qualified lawyer for binding decisions.

Which events count as a commission clawback?

A named refund, cancel, bad-debt write-off, or fraud belongs on the list. Clause 9.1 also prints underperforms and chargeback, inside the Principal's reasonable opinion, at any time. Do not log underperforms, and do not call a credit note a chargeback. Put that on the checklist before you sign.

Llandovery is the credit note. Lampeter is the cancel. Brecon's unpaid £560 is not a write-off, so non-payment is not yet a bad debt. No card scheme has charged these three back.

An ORM says an unlisted event does not trigger, and it offers ninety days for most SaaS plans. Do not paste 90. Geoffrey Caesar wants a stated period if the customer cancels or does not pay. He gives no number. Brecon's £560 is not a write-off.

Refund, cancel, and write-off rows on a clawback log, no face

Three shops on this packet

Shop	File	Log as	Not this
Llandovery Stores	12 Mar 2026 invoice £1,840; credit note 2 Oct 2026, £368, 204 days	Refund of a slice	Card chargeback
Lampeter Hardware	Cancel 29 Sep 2026 before dispatch; missed wax batch; £96 on £800	Cancel	A finding on the £96
Brecon Ironmongers	£400 of £960 paid; £560 not written off	Part-paid invoice	Bad-debt write-off

Does the whole commission come back, or only the reversed slice?

Write both sums as packet arithmetic, not a finding. Llandovery's full demand is £220.80. Twelve per cent of the £368 credit note is £44.16. Brecon's whole commission is £115.20, the unpaid slice is £67.20, and £48 sits on the £400 already received.

Colour only, if Teme Trade is a commercial agent: regulation 11 extinguishes commission only for the unexecuted part, and only if the principal is not to blame. Commission already received is refunded if that right is extinguished. A derogation to the agent's detriment is void. Do not decide the pounds.

Case C-48/16, 17 May 2017, on EUR-Lex, says a partial shortfall stays inside the rule and the refund must match that shortfall. A larger refund is forbidden. Regulation 2 defines a commercial agent. A reseller who buys and resells is not automatically inside. Escalate the status question. Do not answer it in this log.

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Typical mistake

Write £44.16 beside £220.80 and leave the status undecided.

When to start and end the repayment window

Clause 9.1 says at any time during or after the Term, with no start and no last day. Llandovery's credit note is 204 days after the invoice. That count is arithmetic, not a finding. Other 2026 notes on this book landed at 11, 40, and 210 days. Do not paste 90.

In Openwork Ltd v Forte [2018] EWCA Civ 783 kept a three-year clawback naming amount invested, time invested, and amount withdrawn. Do not transpose that franchise here, and do not treat reasonable opinion as saved.

If she wants a window, name the start (invoice, dispatch, or credit note) and a last day she can explain from 11, 40, and 210. The risk is an open mouth. Do not paste 60, 120, or 180 from a plan blog.

Blank start and last day beside 11, 40, and 210 days, no face

Must they wire the cash, or can clawback net against future commission?

Clause 9.2 is cleared funds within fourteen days of written demand. No netting, no cap, and no statement line. Those fourteen days are this packet. A deduction from the next commission is not printed.

A preference for deducting from the next commission does not make clause 9.2 void. Section 13 of the Employment Rights Act 1996 limits a deduction from a worker's wages. Teme Trade invoices as a reseller company. Do not use section 13 to allow the wire, and do not use it to forbid the wire.

What if the brand caused the cancel?

Lampeter Hardware cancelled on 29 September 2026, before dispatch, because Knighton missed the wax batch. The order was 18 September 2026. Commission of £96 was already paid on an £800 proforma. Clause 9.3 is silent on a reverse the brand caused. Write brand missed the wax batch. Do not decide the £96.

If the Regulations apply, regulation 11 keeps commission where the principal is to blame, and Case C-48/16 treats blame as the facts, not only the label on termination. Do not decide the missed batch. Print who looks, and that a brand-caused reverse does not start the demand.

Missed wax batch beside a silent brand-fault clause, no face

Does clawback survival after partner termination have an end?

Clause 9.4 lets 9.1 and 9.2 survive termination with no longstop. Notice was 30 September 2026. The agreement ends 31 October 2026. That is not pay for deals that close after exit. Write no end beside that date.

In My Protection Guru Ltd v LifeSearch Partners Ltd, 16 January 2026, refused a jump in an insurance clawback reserve from 8% to 34% on a four-year cancel. Do not import 8%, 34%, or four years.

If Slack calls this the pipeline tail, open the commission tail guide and stop. A tail pays deals started before exit. This page is money already paid. Step-in is the step-in guide. A commissioning agreement is a payment, not this clause: see the commissioning agreement guide, then stop. If the note says wilful default, stop. That hunt is not on this page.

When to name the triggers, print the window, or walk

The checklist is one page. Calling the credit note a chargeback is not the sentence that would pause Friday.

The pause line is an open mouth plus a cash call with no end. Run the page as open 9.1 → three shops → full versus slice → 11, 40, and 210 beside at any time → fourteen-day cash → 9.3 silent → 9.4 beside 31 October 2026 → name the triggers, print the window, or walk.

Print a named refund, cancel, or write-off, the reversed slice, a window from this book, a brand-fault stop, and an end, or walk. An optional highlighter on the same file is the reseller agreement review. A human still has to verify every row.