Case: a training agency asks for exclusivity

A case starts from the scorecard built earlier in the module: five criteria, each with a direction and a weight fixed before anyone looked at names. Fit with the ideal client 0.3, reach 0.2, trust 0.2 (higher is better), conflict risk 0.2 and onboarding effort 0.1 (lower is better, so use 6 − score).

The HR software vendor scores fit 3, reach 5, trust 3, conflict 2, effort 3. Flip conflict to 4 and effort to 3, then weight: 0.3 × 3 + 0.2 × 5 + 0.2 × 3 + 0.2 × 4 + 0.1 × 3 = 0.9 + 1.0 + 0.6 + 0.8 + 0.3 = 3.6.

Done for all five, the ranking is: logistics association 4.7, HR consultancy 4.0, HR software vendor 3.6, training agency 3.4, business coach 2.5. The agency's big sales team doesn't save it: it sells its own English to the same buyers, and its conflict score pulls it down.

The scores rank fit and risk. They don't yet say what each partner earns, which is the next step.

A partner's money is its net margin for Klasna in a year: lessons × what Klasna keeps per lesson − commission − setup cost. For a referral partner Klasna keeps the full 339 UAH a lesson (800 − 430 − 31) and pays commission on the tiers: 10 % up to 1,000,000 UAH of referred revenue, 12 % from 1,000,000 to 3,000,000, 15 % above, each on its own slice.

The HR consultancy: 3 deals × 1,500 lessons = 4,500 lessons. Revenue 4,500 × 800 = 3,600,000. Commission 100,000 + 240,000 + 90,000 = 430,000. Net margin: 4,500 × 339 − 430,000 − 40,000 = 1,525,500 − 470,000 = 1,055,500 UAH.

Two slips to avoid: computing the commission on the 339 instead of the 800 price, and forgetting the setup cost, which is real money Klasna spends before the first deal. These are Klasna's own estimates, so read the result as a range, not a promise.

The logistics association brings fewer deals than the consultancy but much bigger ones: 2 deals × 2,400 lessons = 4,800 lessons a year. Revenue 4,800 × 800 = 3,840,000 UAH, so it reaches the third tier.

Commission: 10 % × 1,000,000 = 100,000; 12 % × 2,000,000 = 240,000; 15 % × 840,000 = 126,000. Total 466,000. Net margin: 4,800 × 339 − 466,000 − 120,000 = 1,627,200 − 586,000 = 1,041,200 UAH.

The association's setup cost of 120,000 is the highest of the five: events and joint materials for its members. It still ends up almost level with the consultancy (1,055,500), and it scores highest on the scorecard, because it carries the trust that logistics buyers act on.

The other two referral candidates follow the same arithmetic: the HR software vendor leaves 553,200 and the business coach 98,600.

The agency is a reseller: it buys at 640 and sets its own price, so Klasna's revenue is 640 a lesson and it keeps 640 − 430 − 31 = 179 UAH. There is no commission on top, because the discount is the partner's share.

On Klasna's own estimate of three deals of 1,200 lessons: 3,600 × 179 − 60,000 setup = 584,400 UAH a year. That is roughly half the association's or the consultancy's figure.

Notice which estimate to use. The agency's letter promises five deals; Klasna expected three. A partner's promise is a sales pitch, not data. Price the partner on your own estimate first, then show separately what its promise would be worth if it came true, and say which figure the decision rests on.

Using 339 for a reseller is the most common slip here: it treats the agency as if Klasna sold at full price, and overstates its value by 160 UAH on every lesson.

An exclusive offer must be compared with what it closes off, not with the partner's own estimate. If Klasna accepts, it signs no other partners, so the alternative is the whole non-exclusive portfolio.

Exclusive, even on the agency's promise of five deals: 6,000 lessons × 179 − 60,000 = 1,014,000 UAH. Without exclusivity, just the association (1,041,200), the consultancy (1,055,500) and the agency at three deals (584,400) make 2,681,100; all five partners make 3,332,900.

So exclusivity costs more than half of what three partners would bring, and the exclusive figure rests on the agency's own promise. It also gives up the association, the partner logistics buyers trust most, and leaves every overlap between the agency and Teams' own sales as the agency's argument.

Comparing deal counts ("five beats three") is the trap: the question is not how many deals the agency brings, but how much the whole portfolio loses.

Some of the agency's conditions are not just bad business; they cross the guardrails from the previous lesson.

• One fixed price that every partner must charge is resale price maintenance: a supplier generally may not fix or set a minimum resale price. Klasna may recommend 800; each reseller sets its own.
• Other partners must refuse companies on the agency's list, even if a company asks bans passive sales. A company that finds a partner on its own must be free to buy.
• Agreeing with the agency which companies each side sells to, or discussing Klasna's direct prices with it, is an agreement between competitors, because the agency sells its own English courses.

Ordinary commercial terms stay fine: a reseller discount (buying at 640) and a review date. As everywhere in this module, these are guardrails, not legal advice, and a lawyer checks the actual agreement.

Not every bad condition is an illegal one, and it helps to keep the two apart. The agency's demand that Klasna sign no other partners is not, in itself, the same kind of problem as a fixed resale price or a ban on passive sales. It is mainly a commercial choice: Klasna may agree to it or refuse it.

In this case the numbers already answer it. Exclusivity would bring 1,014,000 UAH even on the agency's own promise, against 2,681,100 from three partners. It would also give up the association, the most trusted partner for logistics buyers.

Why does the distinction matter? Because the reply sounds different. To a legal line you say "we can't". To a commercial term you say "it doesn't work for us, and here's why", and you can offer an alternative. Exclusivity arrangements can still raise legal questions in some setups, so the lawyer checks the final text either way.

Declining exclusivity doesn't mean declining the agency. Offer what protects it within the law:

• Deal registration: every company the agency registers is its own for 90 days, and Teams won't sell around it.
• Its own resale price: it buys at 640 and charges what it decides; Klasna may recommend 800.
• A review after six months: if it really brings the five deals it promises, better terms can be discussed then, on evidence.

The agency gets protection for what it actually brings, and Klasna keeps the association and the consultancy. The reply itself should be short and respectful: thank them, say clearly what Klasna can't do and what it won't, then the offer.

How it fits together: the module went from whether to use partners, to scoring them, to terms and legal lines; the case combined all three into one decision. The next module turns to the clients Teams already has: key accounts, renewals and the first sales hire.