Commercial structure

How Brandform Performance works, commercially.

This document sets out the commercial structure for the Brandform Performance media offering - team fees, the reporting dashboard licence, monthly invoicing, and the protections that apply if either side chooses to walk away. It formalises what was presented and accepted in principle on 14 April and incorporates Paul's feedback from 15 to 21 April.

The power of emotion.

For
Paul Clayton, Brandform
From
Henrik Soderlund Consulting
Date
21 April 2026
Status
Draft for discussion
01

The engagement, at a glance

Brandform Performance is the public brand under which paid media services are delivered to property developer clients. Delivery is performed by two independent operators:

  • HSC (Henrik Soderlund Consulting) - strategic oversight, measurement infrastructure, platform and campaign architecture, and the reporting dashboard product.
  • Grove Foundry (Stuart Grove) - paid media trading, campaign operations, and day-to-day account management.

HSC and Grove Foundry operate independently as sole traders. Both invoice Brandform directly. Brandform owns the client relationship, the client contracts, and the ad account infrastructure. HSC owns the reporting dashboard product (AgencyOS) and licenses it to Brandform as a separate commercial line.

02

Three commercial lines

There are three distinct commercial lines between Brandform and the delivery team. Each sits on its own invoice so Brandform's accounts team can see exactly what is being paid for, and so that a single line item can be adjusted without reopening the others.

Line 01 - Team fees

As per the pricing guide

Floor plus degressive percentage of digital media spend. Three complexity tiers (Simple / Medium / Advanced). Setup fees for new advertisers and new campaigns as one-offs. Ongoing management fees monthly in arrears. Brandform's admin margin is degressive 1.5% down to 0.25%, with a $150/client/month floor. An in-house concession halves the ongoing rates, capped at three concurrent Brandform-owned campaigns.

The team-fee portion is split 50/50 between HSC and Grove Foundry. That split is internal to the delivery team and does not affect Brandform's invoicing.

Line 02 - Reporting dashboard licence

Licensed separately from HSC

$75 per active client per month, flat. Includes hosted branded dashboard, data refresh, property-vertical metric templates, dashboard design, and hosting. Invoiced monthly in arrears by HSC. No minimum term - pay only for clients actively on the dashboard. Improvements ship automatically as the product matures. New clients after a future price review sit at the new rate; existing clients are grandfathered at the rate they joined on.

Non-payment and access. Dashboard access for a client is linked to the active licence payment. If a monthly invoice remains unpaid 14 days after its due date, access for that client is suspended until payment is received, with a 7-day grace period to allow for admin exceptions. Access reinstates within one business day of payment clearing. Fair to both sides: Brandform (and end clients) only pay for what is actively being used, and HSC is not exposed to prolonged unpaid service.

Data export on termination. On termination of the dashboard licence by either side, a clean data export of campaign performance history is provided to Brandform within 10 business days, in CSV format per client, per platform, per month. Underlying campaign data always sits with the end client via their ad accounts; the export is a convenience layer.

See the dedicated Brandform Performance Dashboard product sheet for full capabilities, suggested pass-through economics, and the recommended client pitch.

Line 03 - Out of scope and ad hoc

Scoped and quoted per engagement

Anything outside the pricing guide - capability statement drafting, BD research sprints, full measurement-stack builds, website migrations, CRM integration - is scoped and quoted separately per engagement. Quick tactical queries, such as short written responses to client questions, remain covered by the ongoing fee.

Cross-reference
Line 01 rates, tiers, floors, and setup fees are governed by the pricing guide.
Pricing guide (this workspace)
03

Monthly invoicing flow

The cycle

In the first week of each calendar month, Brandform issues one invoice per end-client containing three line items:

LineWhat it covers
Media pass-through Actual ad platform spend charged to Brandform's card the previous month, per platform-level reconciliation.
One-off fees
if applicable
New advertiser setup or new campaign setup, applied in the month the work completes.
Ongoing management fee Previous month's ongoing fee (floor or percentage of spend, per the pricing guide).

The client pays Brandform the total. Brandform's margin is the balance after paying HSC, Grove Foundry, and the dashboard licence.

Three invoices from the delivery team, each month

  • Grove Foundry invoice - Stuart's 50% share of team fees.
  • HSC invoice (team fees) - Henrik's 50% share of team fees.
  • HSC invoice (dashboard licence) - $75 x active clients.

Payment terms

  • 14 days from invoice date.
  • Processed via Brandform's Wednesday AP run (updated preference, previously Tuesday).
  • Invoices submitted by Tuesday EOD for same-week Wednesday processing.
04

Fee model - why the degressive percentage holds up

Paul raised on 16 April whether a higher fixed ongoing management fee would be preferable to a percentage of spend. Three concerns underpinned the question. Each is addressed below.

On positioning

The degressive model is specifically designed to remove the "agency wants spend to rise" conflict. As spend rises, the rate falls: 12% - 10% - 7% - 6% - 5%. At higher spend, the team earns a smaller share of marginal dollars, which aligns with efficiency rather than inflation. A flat percentage (the Match & Wood model) carries that conflict. A degressive percentage does not.

On admin complexity

The monthly calculation is one number per client: spend times the applicable rate, subject to the floor. Done once per month in arrears and invoiced in the first week of the following month. No more complex than a fixed retainer. The floor guarantees predictable minimums below which the fee never falls.

On CPL reporting

Client-facing CPL is purely media spend divided by leads. Fees are not included in the CPL calculation (confirmed 17 April). Reporting CPL is unaffected by whether the fee model is percentage-based or fixed.

On Brandform's admin margin

Brandform's admin margin is already degressive (1.5% - 1% - 0.75% - 0.5% - 0.25%), matching the same structure. Administering it is no more effort than calculating team fees - one number per client per month.

Recommendation
Retain the degressive percentage model. It solves the philosophical alignment concern, is not administratively heavier than a flat fee, and matches what property developer clients are accustomed to from prior agencies. Happy to revisit in six months if the real-world administration proves more burdensome than expected.
05

Dashboard sharing policy

Australian prospects

Sharing the live Harbour Sorrento dashboard with prospective Australian clients is fine, subject to Sorrento's consent. Paul's preference for the original (agency-branded) layout is supported. A non-live dummy-data version can be produced if needed, though it is likely unnecessary given Sorrento's positive reception.

Indian client

No IP-risk objection. HSC's IP is the design system, dashboard engine, and methodology, not the output for any one campaign. Share the original-branded version Paul prefers. A small "prepared by Brandform Performance" footer on the shared report establishes provenance.

Longer term

As the product matures, a dedicated demo environment with dummy data will be built (on the roadmap) for unrestricted pitching. For now, live report sharing with client consent is acceptable.

06

Continuity and termination

Notice periods

  • Brandform to HSC or Grove Foundry: 30 days written notice.
  • HSC to Brandform: 30 days written notice.
  • Grove Foundry to Brandform: 45 days written notice.

Symmetric at the Brandform / HSC level. Stuart's longer notice reflects the replacement-hiring reality on HSC's side - finding a paid media operator who knows the specific clients and tooling takes six to eight weeks - not asymmetric power.

If HSC leaves

  • The 30-day notice window covers knowledge transfer and strategic handover.
  • All SOPs, templates, and measurement configurations documented and handed over.
  • Written strategy document covering the Brandform Performance vision and ongoing direction.
  • Six-month tail licence on the Brandform Performance Dashboard at standard rates, so nothing goes dark mid-campaign.
  • Client contract novation at Brandform's direction. HSC does not solicit Brandform's clients.
  • Mutual 12-month non-solicit on team and clients.

If Grove Foundry leaves

  • The 45-day notice gives HSC time to find and onboard a replacement operator.
  • AgencyOS SOPs cover operational knowledge, so a replacement can ramp in weeks rather than months.
  • 12-month non-solicit against Brandform clients.
  • Property-vertical exclusivity for Grove Foundry dissolves on termination.

Data and IP

  • Ad-account ownership remains with Brandform at all times.
  • Campaign data, audiences, and conversion tracking are accessible to Brandform at all times.
  • HSC methodologies, frameworks, and platform IP remain with HSC.
  • All client-facing deliverables (campaigns, ad copy, audiences, measurement setup) are licensed perpetually to Brandform for client use.
07

What sits outside this agreement

Frontier Group strategic role

Any future role Henrik takes at Frontier - advisor, operator, or otherwise - is a separate contractual arrangement with its own scope, compensation, and equity. The agency engagement described here is independent of the Frontier discussion, and neither side's agreement is contingent on the other.

Capability and BD work

Capability statement drafting and BD research sprints are scoped separately as mini-projects when commissioned.

Measurement-stack builds

Server-side tagging, Conversions API, and attribution infrastructure beyond standard platform tracking are scoped per client when required.

08

Fee review cycle

  • Team fees - reviewed annually with 30 days written notice, with adjustments taking effect from the next billing cycle.
  • Dashboard licence - reviewed annually. Existing clients grandfathered at their signup rate. New client pricing may adjust.
  • Contract review - full annual review on the engagement anniversary.
09

Next steps

  1. Catch-up this week to close out remaining items and walk through the reporting dashboard product together.
  2. Clarify the invoicing structure above in writing as the agreed process.
  3. Confirm Canvas XR campaign setup status and timing.
  4. Formalise the next two campaigns as they emerge from Paul's pipeline.
  5. Paul to formally sign off on the pricing guide, or flag any remaining feedback via the comment boxes in the pricing page.