How to Review a Commission Tail or Pipeline Protection Clause

Friday 9 October 2026 is the signature date. Cerys reviews a 14-person UK brand of hand-dipped beeswax taper candles from a Llandeilo workshop. English law. Courts of England and Wales.

The packet — the papers you will actually sign — is a reseller agreement with Cennen Trade Ltd in Manchester.

For example, Hebden Home has a sample and an ask, no purchase order. Settle & Wick is a 12 June 2026 email with no reply. Skipton Linen signed on 28 September 2026 for £2,160, unpaid. Not a court finding.

Slack on 6 October 2026 is the pressure. Its point is that any introduction is the pipeline, eighteen months is a market tail, cleared funds are the only trigger, the audit should die, and the clause is salary, consent, and further assurance.

In practice the tail pays deals that started before exit and close after. The typical mistake is treating a blank Schedule 4 as a signed pipeline register.

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

What does the tail pay after the reseller leaves?

It pays for deals already started, if they close after exit. It does not pay a wage for new selling that begins once Cennen Trade has gone. Do not treat clause 8 as salary commission.

Clause 8.1 gives eighteen months on any sale to any customer introduced at any time, list or no list. Those months are this packet, not a market rule.

If Cennen Trade is a commercial agent, regulation 8 pays a post-termination deal that is mainly attributable to efforts during the agency and was entered within a reasonable period, or if the order arrived before termination. That period is not these eighteen months. Regulation 2 defines who counts. This page does not decide that status.

Which names belong on a signed pipeline register?

The protected set is a register both sides sign, not “any introduction.” Schedule 4 is headed Pipeline and has no rows. Do not leave it blank.

Hebden stays if the register needs a live ask. Settle, a June email with no reply, drops off if you require a sample. Skipton already has a signed order. Under 8.1, all three sit inside any introduction.

In Foxtons Ltd v Pelkey Bicknell, Lord Neuberger read an introduction as the reason someone becomes the purchaser, not a later purchase that owes the agent nothing. House-sale colour only. It does not decide Settle & Wick.

How to match the tail length to this order book?

Set the printed months next to Cerys’s 2026 orders: nine, eleven, and fourteen weeks from first sample to purchase order. That book is not an industry cycle. If you cannot explain eighteen months from those weeks, negotiate or walk.

No declining scale is printed. The rate is a flat eight per cent of Net Invoice Value for the whole tail. Do not paste a template ladder.

Ashby Cohen, on the AgentBase collection, says both “mainly attributable” and a “reasonable period” are required, and neither is defined. Myerson says a defined period can show what seemed reasonable, and a total exclusion is unsettled. Stephens Scown (4 June 2025) says the court has not yet addressed contracting out. The notes disagree. Do not bless these eighteen months with either.

When to treat a signed order as already earned?

Name the trigger before you sign. Clause 8.2 earns commission only when cleared funds reach the bank, and a signed order earns nothing. Skipton has committed. The cash has not landed. £2,160 is this order, not a finding.

A customer commitment and cleared funds are different events. 8.2 withholds commission until the bank balance moves. It does not say a signed order is already in the tail.

Where the Regulations apply, regulation 10 makes commission due when the principal has executed, should have executed, or the third party has executed, and at latest when the third party has executed his part. Derogating from paragraphs (2) and (3) to the agent’s detriment is void. Colour only. Do not decide Skipton, or Cennen Trade’s status.

Red flag: “cash is always safer,” with no row for Skipton. Verify the signed copy still says cleared funds.

Which audit sentence should survive termination?

Clause 14 limits inspection to “during the Term only.” After exit, the contract shows nobody which protected deals closed. A tail you cannot check is hidden. Do not let the audit die and still promise the tail.

What should survive is narrow: the register, the closings, and the commission sum. Avoid a template cadence or a percentage threshold. Those figures are not on this page.

If they are a commercial agent, regulation 12 requires a commission statement and an extract from the books, and it voids a derogation from paragraphs (1) and (2). That is not clause 14. If the fight is an in-term premises visit, use the customer audit guide, then stop. This page only asks whether the tail can still be checked after exit.

How to tell this clause from consent?

This clause is who gets paid after exit. It is not who may do the work, and not a promise to sign more papers. Escalate those, then come back to Schedule 4.

If Slack says consent, one sentence to the subcontracting consent guide, then stop. If Slack says further assurance, one sentence to the further assurance guide, then stop. Regulation 8 pipeline commission is separate from a regulation 17 termination payment. If Slack says the tail replaces that payment, stop.

Workflow: open 8.1 → sort Hebden, Settle, and Skipton → copy the cleared-funds trigger → quote “during the Term only” → narrow the register, name the trigger, or walk. The result is a log.

Optional pass on the reseller agreement review tool: upload the same file. Flags come back on that file. Not a chat, not LegalZoom, not a Word add-on, not a CLM. A human still fills the checklist. Scan for “any introduction” before you sign.