Reading a Revenue-Share Reactivation Contract

Performance pricing is attractive for an obvious reason: you pay when money arrives. It is also where the most expensive misunderstandings live, because "a share of revenue from reactivated customers" contains three undefined terms: which customers count as reactivated, which revenue counts as theirs, and when revenue counts as revenue.

If the contract does not define them, the invoice will.

1. Dormancy: who is in the campaign

A reactivation campaign should only take credit for contacts who were actually inactive. Without a dormancy rule, a provider can message customers who were about to buy anyway and claim a share of sales you would have made without them.

Look for a fixed period with no contact and no purchase before outreach begins, applied per contact, and a list that is frozen and agreed before the first message goes out.

2. Attribution: how long a sale stays theirs

The window is the clause that moves the most money. Two questions settle it: how long is it, and when does the clock start.

A window that starts at campaign launch is simple to administer and unfair in both directions. A contact first reached in week six gets almost no window, while a contact who never engaged can still be claimed. A window that starts at each contact's own first touch ties the claim to something the campaign did.

Check one more detail: whether the window governs when the deal closes or when the money arrives. If a deal must also be paid inside the window, long payment terms can erase a sale the campaign clearly produced.

3. Engagement: what counts as a response

Attribution should require evidence that the contact reacted to the campaign. Email opens are not evidence. Apple Mail Privacy Protection pre-fetches images, which registers an "open" for messages nobody has read, so open-based attribution quietly claims a large part of any list.

A clicked link or a written reply is a defensible standard. Clicks need one caveat: corporate email security tools often follow links automatically before a person sees the message, so ask how automated clicks are filtered out. Anything weaker than a human click or a reply deserves a question.

4. Closed deal: what the percentage applies to

Invoiced is not collected. A share calculated on signed value or invoiced value means you can pay commission on money you never receive. The clean definition is verified collected revenue, net of refunds, with the evidence both sides will accept named in the contract.

5. Setup fees: what they signal

Zero upfront is not automatically the better deal. A provider who charges nothing to start has no reason to refuse a list that is stale, unpermissioned or badly kept, and every reason to send at volume and see what sticks, using your domain's reputation to do it. A setup fee that covers list hygiene and sending infrastructure is often what makes the revenue share worth having.

On consent specifically, the rules for contacting past customers in Norway are narrower than most lists assume: section 15 of the Marketing Control Act (markedsføringsloven) decides which dormant contacts you may lawfully email or text, so check that before any list changes hands.

Our own terms, as a worked example

It would be odd to publish this and keep ours vague, so here is how our database reactivation service answers each clause.

You may prefer different numbers. The point is that each one is written down before the campaign starts, so the invoice is arithmetic rather than negotiation.

Questions to put to any provider

• Which contacts are excluded from the campaign, and who signs off the list?
• When does each contact's attribution window start and end, and does it apply to the close date or the payment date?
• What is the minimum evidence that a contact engaged, and how are automated clicks excluded?
• Is the share calculated on signed, invoiced or collected revenue?
• What happens to a sale that is refunded after the share is paid?
• Who owns the segmentation, the copy and the results data if we stop?

The mechanics of the campaign itself, segmentation, sequencing and channel mix, are covered in the anatomy of a reactivation campaign. This article is the part that comes first: agreeing what success means while everyone is still friendly.

This is a commercial explanation, not legal advice. Have a lawyer read any contract you intend to sign.